BCR ACCUSED OF ABUSE AGAINST THE MINORITY SHAREHOLDERS SIF Oltenia sues BCR

SIF5 Oltenia has filed a lawsuit against Banca Comercială Română (BCR), requesting the cancellation of a decision of the General Shareholder Meeting of April 28th, which would have allowed the bank to dilute the 6% stake of SIF5, starting with the following share capital increases.

SIF Oltenia informs that the decision of the General Shareholder Meeting of BCR which is being contested grants the bank the ability to limit the shareholders' right of first refusal for share capital increases under certain conditions: "Exclusively in relation to share capital increases in compliance with the provisions of art. 5.2, the Executive Committee is being granted, for every share capital increase made up to the level of the Authorized Share capital, the ability to decide on restraining or removing the right of first refusal of the bank's shareholders, in compliance with the applicable law and with the condition that such a restraining or removal of the right of preemption be justified by the time constraints pertaining to the implementation of the share capital increase in question".

Lawyer Cristian Duţescu told us that the lifting of the right of pre-emption can not be delegated and it is a function of the General Shareholder Meeting, under certain circumstances.

"The law no. 31/1990 concerning the operation of companies and the 297 concerning the stock market have been clearly broken, beyond any doubt.

I don't understand why they acted like this", said Cristian Duţescu, who added: "They probably went with the idea that the share capital increase can be delegated, according to the law 297/2004, but the right of first refusal can be limited or lifted only through the decision of the General Shareholder Meeting, according to the law no. 31 (ed. note: see insert)".

The Lawyer Cristian Duţescu has clarified, today, that law 297 doesn't apply to BCR because the bank is not listed.

Avocatul Cristian Duţescu a clarificat astăzi că legea 297 nu se aplică BCR, întrucât banca nu este listată.

By the time the newspaper had gone to print, the representatives of BCR had not sent in a response to our enquiries.

Tudor Ciurezu, the CEO of SIF Oltenia declined to make any further comments outside the report sent to the BSE.

Some voices are saying that, through the decision of the General Shareholder Meeting, BCR shows that it is not a company that wants to abide by the principles of corporate governance.

Others have said that even of the share capital increase at BCR were requested by the National Bank of Romania, the request would not be made within such short notice, so using the excuse of time constraints would not be justified.

Some market voices consider that the decision of the General Shareholder Meeting of BCR, where Erste Bank holds the majority stake of over 90% of the shares, represents an abuse of the small shareholders.

In 2011, SIF Oltenia participated in the share capital increase performed by BCR with 8 million Euros and has kept its stake intact, whereas the other SIFs sold their shares to "Erste".

SIF Oltenia seems to be a thorn in the side of the Austrians of "Erste", and the stubbornness of SIF5 to remain in the shareholder structure of BCR seems to be exasperating them.

Some people are saying that the current situation - of Erste trying to dilute the stake of SIF Oltenia, and the latter suing BCR - is a result of the conflict between Tudorel Ciurezu, the president of SIF Oltenia, and businessman Florin Pogonaru. Both are part of the Supervisory Board of BCR.

In the beginning of 2014, a conflict began between the two, precisely because of the 6% stake in BCR, owned by SIF Oltenia. Later, the three directors of SIF5, considered close to Florin Pogonaru, resigned.