SAI Muntenia calls for a General Shareholder Meeting, but not at SIF4

Adina Ardeleanu (Translated by Cosmin Ghidoveanu)
Ziarul BURSA #English Section / 4 septembrie 2012

SAI Muntenia calls for a General Shareholder Meeting, but not at SIF4

SAI Muntenia wants to change its Board of Directors, a move which could extend the battle with the Council of the Shareholders' Representatives ( Council of the Shareholders' Representatives)

The Council of the Shareholders' Representatives: The manager of the company is involved in a conflict of interest

For the time being at least, SAI Muntenia Invest did not respond to the request of the new representatives of the Board of Directors to summon the General Shareholder Meeting, in order to cancel the administration contract, but instead it has summoned its own shareholders to a meeting, including on the agenda the election of the members of the Board of Directors and the appointment of the representative of shareholders for the signing of the asset management contracts.

Petre Pavel Szel, the president of SAI Muntenia Invest, told us that the General Shareholder Meeting was summoned because the term of the current Board of Directors was coming to an end.

Even so, the call to attend the General Shareholder Meeting seems opportune for SAI Muntenia, because it could postpone honoring the request of the Council of the Shareholders' Representatives. A new management team could represent an argument for shareholders that SAI Muntenia Invest can continue to manage SIF4 Muntenia.

From the very beginning, the new Council of the Shareholders' Representatives has shown hostility to the managers of SIF4, which come from SAI Muntenia Invest, especially against executive director Gabriel Filimon.

In theory, the replacement of the Board of Directors of SAI Muntenia would not be a cause for concern for Gabriel Filimon, because he is an executive director, but judging by how the hostilities have gone so far, it is hard to believe that his opponents would let it go easily.

The future General Shareholder Meeting at SAI Muntenia Invest, scheduled to take place on October 5th, could however gain the management firm some time, allowing it to plan its future moves.

Based on its bylaws, SIF Muntenia is managed by SAI Muntenia Invest, led by the Board of Directors which has Petre Pavel Szel as its president, and, on the executive side, Gabriel Filimon, and amending the status requires a quorum of 50% plus one share in the General Shareholder Meeting and again a majority of 50% plus one share of the shareholders present in the meeting to approve it, which in the case of the SIFs would be an "impossible mission".

After the representatives of the shareholders have asked SAI Muntenia the summoning of the General Shareholder Meeting to approve the termination of the management contract and to call to account the managers, SAI Muntenia Invest announced that the Council of the Shareholders' Representatives has violated several provisions of the Articles of Incorporation and of the Administration Contract.

The new representatives of the shareholders yesterday responded, in a communiqué signed by president Olimpiu Blăjuţ, who said that the SAI is in a conflict of interest, when assessing the quality of the management of the portfolio of SIF4 Muntenia.

"The Board of Representatives of the Financial Investment Company Muntenia SA would like to announce its shareholders and stock market investors that through the prerogatives it was granted through the articles of incorporation of SIF Muntenia SA, the Board of Representatives of Shareholder is the body which represents the interests of the shareholders of SIF Muntenia in its relationship with the administrator of Management Company Muntenia Invest SA", the communiqué signed by Olimpiu Blăjuţ states.

The Board of Directors informs the shareholders and stock market investors that the entire contents of the press release sent by manager SAI Muntenia Invest SA, on August 29th, is "worded in a manner which reveals their conflict of interest, because the press release discusses precisely the management activities of SAI Muntenia Invest SA itself".

The communiqué also states: "The Board advises its shareholders and the stock market investors to be extremely cautious when it comes to any communiqué issued by SAI Muntenia Invest SA which contains assessments on its own legality and performance of its management activities. In relation to the claims made by the manager in its communiqué, the Board emphasizes the fact that the manager of SAI Muntenia Invest SA can not claim to be the representative of shareholders and hence, can not state that the examination of its own activities by the Board would harm the image and reputation of SIF Muntenia SA. The Board emphasizes that the Council's act of evaluating its own performance represents another act of violation of the law by the director of the legal provisions, of the articles of incorporation of SIF Muntenia SA and of the management contract.

In the same regard, the Board announces that it has advised SAI Muntenia Invest SA to stop issuing press releases which place it in a conflict of interest until the end of the management contract or, as the case may be, until a definitive ruling of the courts on that issue".

By the time the newspaper went to print, SAI Muntenia had no reaction to the communiqué of the Council of the Shareholders' Representatives.

The Board of Representatives of Shareholders of SIF Muntenia was changed in the General Shareholder Meeting of July, which lasted 34 hours. The new members of the Board of Representatives were elected by a group of "revolutionaries", led by businessman Gheorghe Iaciu, who owns 5% of the shares of SIF4.

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