INSTEAD OF SUMMONING A GENERAL SHAREHOLDER MEETING The Board of the BSE moves to the "formal consultation" of the shareholders

• Costel Ceocea, SIF Moldova: "The meetings with the shareholders are beneficial for the BSE"

The Board of Directors of the Bucharest Stock Exchange (BSE) has decided on Friday to begin the process for the "formal consultation of shareholders" in order to determine the time of its holding and whether it would be adequate to summon the General Shareholder Meeting (AGA). According to a press release by the BSE, the consultations will concern the creation of the Central Counterparty, the adoption of the Corporate Governance Code, the moment of the switch to the dual management system, the amendment of the articles of incorporation concerning the quorum requirements for the General Shareholder Meetings and the strategy shared with the operator of the energy market (OPCOM).

Sources from the stock market told us that through this "formalized consultation of the shareholders", the BSE is looking to find out the wishes of as many shareholders as possible, both through direct meetings, as well as through written and electronic mail.

Friday's meeting of the Board of the Exchange came following the separate requests of the shareholders of SIF Moldova, Lucian Isac and Dorin Cojocaru to summon the General Shareholder Meeting. Together, the three shareholders hold over 5% of the share capital of the BSE, but the requests have most likely been discussed individually by the Board of the Exchange, meaning that the summoning of the General Shareholder Meeting was not considered mandatory.

In their separate requests, the three shareholders have asked for the switch to separate dual management system, the lowering of the quorums necessary for the holding of the Extraordinary General Shareholder Meetings, in compliance with the law of companies, 31/1990, the election of the members of the Supervisory Board and of its chairman, as well as the approval of the mandate and administration contracts for the members of the Supervisory Board and of the Directorate. Another request was to empower the Board of the Exchange to initiate the necessary steps so that, in 60 days it would present to the shareholders a strategy and a plan of action concerning the cooperation with the OPSPI in order to use the mechanisms specific to the stock market in the privatization projects developed by the Romanian state, as well as a complete project concerning the creation of the CCP (ed. note: the Central Counterparty, for the functioning of the local derivatives market).

• Costel Ceocea: "The board of the BSE needs to provide better information to the shareholders concerning the need and the logic of the proposals submitted by SIF Moldova"

Mr. Costel Ceocea, the president of SIF Moldova, said, after the meeting of the Board of the Exchange held on Friday, that the decision concerning the consultations with the shareholders is beneficial for the development of the Bucharest Stock Exchange. He went on to say: "The fact that the Board of Directors has decided to meet and talk to the shareholders is a good thing, in doing so, a harmonization of the options of the shareholders of the BSE can be ensured. What is important for us is that the proposals made by SIF Moldova were taken into consideration". He also said that in fact, the only wish of SIF2 was for the Board of Directors to consult with the shareholders concerning the proposals it receives.

He said: "The Board of the Exchange must provide thorough information to the shareholders concerning the need and the pertinence of the proposals submitted by SIF Moldova. The fact that the shareholders are not showing up for the General Shareholder Meeting should suggest something - perhaps the agenda is not relevant to them and clear. I think that the issue that we are proposing for the next meeting is very important and of current relevance, we first of all need to talk about the problem of the quorum".

Mr. Ceocea said that several meetings have been set up with the representatives of the BSE since last week, following the ongoing correspondence between SIF2 and the Bucharest Stock Exchange. The following meeting will be based on the proposals of SIF Moldova and it will most likely take place in the beginning of this week.

Prior to Friday's meeting of the Board of the Exchange, Mr. Costel Ceocea had told us that he would not abandon the idea of calling the General Shareholder Meeting, but that SIF Moldova can't make decisions on behalf of the Board of Directors of the BSE, which is the only one which can decide whether the General Shareholder Meeting gets called or not. Mr. Ceocea also told us the action of SIF Moldova was made independently, without any connection to the other two shareholders - Dorin Eugen Cojocaru and Ovidiu Lucian Isac - who had made the same request.

He said: "The Board of Directors should not be forced by law to summon the General Shareholder Meeting due to the fact that the request is being made by shareholders holding more than 5%, it should just discuss the proposals of the shareholders of the BSE. If they are pertinent, the General Shareholder Meeting can be summoned without our requests having a quorum of 5% of the share capital. It is not important for the general shareholder meeting to be held within 30 days, it can very well meet 40 days from now. What matters is for them to take our proposals into account".

Mr. Ceocea told us once again that the Board of Directors should prepare for the arrival of the new CEO of the Bucharest Stock Exchange, Ludwik Sobolewski, "who is fit to take over the management of a corporation, considering his expertise in Warsaw".