Fierce battles in the press for SIF Moldova

ADINA ARDELEANU (Translated by Cosmin Ghidoveanu)
Ziarul BURSA #English Section / 22 martie 2013

Fierce battles in the press for SIF Moldova

The elections at SIF Moldova are expected to the most heavily contested of those at the SIFs, as the main two sides have formed around Banca Transilvania, on one hand, and shareholder Mihai Rotaru on the other.

Until the final confrontation, of the General Shareholder Meeting of April 4th/5th, the press has become a battlefield on which war for the company is waged, and the pieces of information making the rounds through sources, have turned into as many "diversions" intended to confuse the opponents. The negotiations are "fluid", what was valid at a given moment, could be obsolete one hour later.

Thus, the rumors which have appeared in the press are being confirmed by some and denied by others, according to their interests, of course.

One example in that regard is the information that disagreements have appeared between president Costel Ceocea and vice-president Claudiu Doroş, as they support opposing sides, as the latter is allegedly leaning towards the group of Banca Transilvania.

Another publication puts Costel Ceocea in the camp of Banca Transilvania, and Andrei Hrebenciuc, the son of PSD member Viorel Hrebenciuc, on the side of the "Rotaru" faction.

Ad hominem attacks are another of the weapons used in this war, and this time, the target is Bogdan Juravle, the head of Swiss Capital. In a series of articles which have appeared in the press, he is accused, sometimes without any concrete evidence, of "playing dirty games for taking over control of the SIFs".

However, all the rumors must be taken with a grain of salt, and the shareholders should be aware of the voting procedure (see insert).

The calculations should also include the rules for the validation of the Council, as well as the fact that most of the votes will be granted before the General Shareholder Meeting (through special proxies, snail mail and electronic voting). In order for the vote to be valid, at least three members need to be elected, with a quorum of over 50% of the votes, and they would then co-opt four others from among the other candidates.

The current management has proposed that the remaining seats on the Board be filled according to the number of votes, but the shareholders will decide whether they accept the proposal or whether they give the first three elected members "a carte blanche".

If the vote isn't validated, the elections will be held again.

What else do the "sources" say?

The best odds for the future management of SIF Moldova le au, se pare, Andrei Hrebenciuc şi Costel Ceocea, which they say has the backing of both factions.

Other than that, the fight is still open.

While some say that a council made up of three of the current directors, two from the Banca Transilvania Group and two from the "Rotaru" group, other are saying that the fight is "to the death", as each group wants all of the seven positions on the Board of Directors.

Some "bait" candidates have been thrown into the game as well, in order to disperse the votes, and some are saying that two of the former - Iulius Postolache and Mircea Oancea - have been persuaded to drop out.

"Exaggerating" the holdings is another tactic used, meaning that a shareholder is said to hold from 3 to 5% of the shares, depending on who's asking the question.

Another piece of news claims that domestically, the sides are closely tied, meaning that it is going to be the foreign players who will tip the scales.

Pension funds will also play an important part, as they hold 8-9% of the shares of SIF2.

The latest information shows that the "Rotaru" side, aside from its two "certain" candidates, may go with Horia Ciorcilă, the president of Banca Transilvania, and Radu Hanga, the general manager of BT Asset Management, Mihai Ionescu, head of Deutsche Bank România and perhaps Claudiu Doroş nad businessman Radu Octavian.

According to the rumors, the ideal formula of the opposing faction would be Cătălin Iancu, the chairman of OTP Asset Management - who is allegedly a top contender for the position of vice-president -, the broker from Swiss Capital Mihai Chişu, former CNVM commissioner Bogdan Chetreanu and Valentin Ionescu, the current administrator and former director of the Bucharest Stock Exchange.

Other sources are betting on Emilian Bădică or Florin Cazan from Raiffeisen Capital & Investment.

One thing is certain - all the commotion created is proof that the situation is still "fluid" and that any information must be thoroughly checked by all the shareholders before they "approve" one candidate or the other.

The voting procedure must be taken into consideration

The election of the members of the Board of Directors takes place in at most two rounds.

A board member is considered to have been elected by the Ordinary General Shareholder Meeting, if the votes "in favor" represent more than 50% of the votes given.

The second round of elections gets organized if the result of the first round did not result in the election of seven administrators (they did not obtain 50%+1 votes "in favor").

The conditions for the holding of the second round include:

- the quorum requirements will remain the same as those for the first round (the quorum for the presence at the Ordinary General Shareholder Meeting);

- the number of candidates included on the voting bulletins for the second round will be equal to the number of seats that weren't filled in the first round, times 2;

- The candidates to go into the second round of the elections are those who have obtained the biggest number of votes "in favor" in the first round;

- the votes given to the candidates who entered the second round (through special powers of attorney, votes rendered through written and electronic votes) will be carried over according to the minutes of the Commission in charge of the election of the votes expressed prior to the General Shareholder Meeting (the situation in the first round).

Should vacant positions remain on the Board of Directors after two rounds of elections, what will become applicable will be the decision of the shareholders on the proposal of the Ordinary General Shareholder Meeting to empower the Board of Directors "consisting of the elected administrators, provided they are at least three (...), to allow them to appoint board members from among the candidates which received the biggest number of votes < in favor >, as interim board members until the next General Shareholder Meeting, subject to their approval by the CNVM".

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