A GENERAL SHAREHOLDER MEETING WITHOUT SURPRISES Fercală has "executed" Frăţilă

Constantin Frăţilă has been dismissed from the position of member on the Supervisory Board of SIF3 Transilvania, following yesterday's General Shareholder Meeting, and all of his proposals have been rejected.

Mihai Fercală, the president of the directorate, has defeated Frăţilă, one of the largest shareholder of SIF3, who had declared war on him and wanted to hold him liable. The outcome of the General Shareholder Meeting was in line with expectations expressed by several market participants, even though not everyone agrees that Fercală is necessarily right.

Yesterday's shareholder meeting was attended by proxies and 33,357 shareholders who own a combined 37.79% of the share capital voted by mail.

The dismissal of Constantin Frăţilă from the Supervisory Board was approved with a quorum of 93%, and the action based on liability against Mihai Fercală was rejected with 95% of the votes against it.

Mihai Fercală told us that former football referee Constantin Frăţilă did not participate in the meeting, even though he was present and he got his voting form: "All of the proposals of Mr. Frăţilă were rejected. After he saw how big the quorum was, he realized he didn't stand a chance and left the meeting, with the whole group".

Mr. Fercală said that approximately 30 shareholders have sent in powers of attorney for Frăţilă to represent them, but the latter turned them down: "In my opinion, Frăţilă receiving those powers of attorney and refusing to use them was all an act".

Mr. Fercală further said: "The Frăţilă group hoped that not all the shareholders would attend, that the General Shareholder Meeting would not be held, and that he would be able to twist everybody's minds, but the shareholders did not allow themselves to be fooled by him and his kind of people, in spite of their dirty campaign".

As for him, businessman Constantin Frăţilă has a different version: "I could not participate in the meeting, because the manager of the investment company, Mihai Fercală, went crazy, he couldn't control what he was saying, he started telling stories about the reasons which made me buy shares in SIF3 many years ago, he brought up the subject of COMCM and Scut. There was no way to stay and go through such a general shareholder meeting". As for the 30 powers of attorney which it received, he explains his refusal to accept them by saying that he didn't think it was appropriate to vote on behalf of shareholders to whom he had never talked and whose opinion he didn't know.

Constantin Frăţilă told us he intends to challenge yesterday's General Shareholder Meeting, in an urgent manner, claiming absolute nullity, because votes by mail were not possible.

The Ordinary General Shareholder Meeting yesterday rejected the proposals made by former football referee.

Together with a group of shareholders who together own 5.02% of the share capital of SIF3, had asked for the application of the method of the cumulative vote for the election of the members of the Supervisory Board, as well as for the use of age as a selection criteria for the members of the Supervisory Board who got the same number of votes, expressed by the same number of shareholders.

The Extraordinary General Shareholder Meeting rejected, with a quorum of 56.67% of the votes, the proposal of Frăţilă to dismiss the administrators and executives of companies where SIF3 is a majority shareholder, if they fail to meet the profit targets set through the Revenue and Expenses Budget.

54.78% of the shareholders voted against another proposal made by Constantin Frăţilă, which stipulated not paying any supplemental compensation or bonuses to the administrators and executives of the companies where SIF3 is a majority shareholder, in any financial year where the NAV would decrease compared to the previous financial year.

• New accusations

The scandal between Fercală and Frăţilă resumed after the former football referee was dismissed from the positions of Board Member and Chairman of the Board of Directors of COMCM because, according to the new operating rules of SIF Transilvania, he was not allowed to hold executive positions or serve on the Boards of companies which are part of the portfolios of SIF5.

COMCM is controlled by SIF Transilvania (SIF3), with a stake of 56.7%, and Frăţilă together with his family holds 31.6% of the share capital. In the past, Frăţilă and SIF Transilvania have been involved in a conflict over the control of Scut Constanţa, a company in which COMCM holds 64.0071% of the share capital, whereas the former football referee holds 32.7660%.

Yesterday, Mihai Fercală has brought up again for discussion the control of Scut Constanţa: "Frăţilă and his mob of COMCM have begun selling off at Scut. They've begun selling the shares that COMCM holds in Scut, to make COMCM to lose its controlling interest. The people who are buying now are probably proxies of Frăţilă. By tomorrow morning (ed. note: today), we will file a criminal complaint against the shareholders.

COMCM is refusing to fill out the papers sent by SIF Transilvania, by adding the dismissal of the members of the Board to the agenda of the General Shareholder Meeting. Frăţilă sees himself the absolute master and is not allowing anybody to enter the premises of COMCM. He thinks that by doing so, he will prevent the General Shareholder Meeting from being held and we will not file the actions based on liability against him and dismiss the members of the Board of Directors. So far, the ASF has defended Frăţilă. It has not issued any sanctions against him. We are going to ask the ASF to freeze the settlement of the stock trades conducted at Scut. Those trades are fraudulent, conducted by a criminal faction".

After Frăţilă was elected both president of CMCM, as well as a member on the Supervisory Board of SIF3 Transilvania, it seemed that he had reached an agreement with Mihai Fercală. But now, it seems like there is no way for a reconciliation to happen.