IN ORDER TO GET THE DECISION TO MERGE THE BANK WITH OTHER COMPANIES IN THE GROUP ANNULLED, SIF Oltenia is suing BCR

SIF5 Oltenia has sued the Romanian Commercial Bank, bringing two lawsuits, as it has disagreed to the decision of the shareholders to merge the bank with the real estate companies within the group - BCR Real Estate Management SRL and Bucharest Financial Plazza SRL, according to a report sent to the Bucharest Stock Exchange.

SIF Oltenia has announced that it has brought two lawsuits against Banca Comercială Română: "- a request to bring an action for annulment of the Decision of the Extraordinary General Meeting of BCR of November 23rd, 2016, which is the object of the case no. 45844/3/2016; - a request for intervention which is aimed at rejecting the request for authorization of the merger approved by the Extraordinary General Shareholder Meeting of BCR of November 23rd, 2016, which is the object of case no. 44243/3/2016 which will have the first hearing on January 17th, 2017. Defendants: BCR, BCR Real Estate Management SRL (REM) and Bucharest Financial Plazza SRL (BFP)".

The merger between BCR, REM and BFP represents a necessary operational simplification, given the fact that BCR is a majority shareholder in both entities, as its holdings are near 100%, and the two companies conduct their commercial activities through BCR, according to bank officials, who gave us the following statement: "The activities of the two subsidiaries will be internalized, and the merger will have a significant contribution to simplifying the structure of the BCR group and corporate governance".

Law no. 31/1990 of companies allows shareholders who did not vote in favor of a spinoff or merger decision to exit the company and to ask the company to buy their shares, in which case their shares will be evaluated by an independent evaluator.

SIF Oltenia is the only one of the SIFs that has remained a shareholder of BCR, with a stake of 6.3%, after the other SIFs made their exit in 2011, following deals with Erste Bank, the majority shareholder of the bank.

SIF Oltenia values its stake in BCR at 439.05 million lei, according to the report of September 30, 2016.

In its 2016 strategy, SIF Oltenia has announced that it is still willing to negotiate with investors interested in its BCR stake, in order to get an attractive offer. "In the event such a negotiation is completed, we will summon the General Shareholder Meeting in order to put the deal up for approval - according to art. 241 (1) of the law 297/2004 - that stake exceeds 20% of the total assets, less receivables", SIF Oltenia wrote, and added: "We need to remind that BCR has ended 2015 very profitably, meaning that the chances of selling this stake in good circumstances have seen a good evolution".

Bucharest Financial Plazza SRL owns the BCR building of Calea Victoriei (the former Bancorex headquarters). The office building has been inaugurated in 1997, is 83 high, has 18 floors and a surface of approximately 31,000 sqm.