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The confrontation at SIF Transilvania has resulted in over 30 lawsuits

MAKE (TRANSLATED BY COSMIN GHIDOVEANU)
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The confrontation at SIF Transilvania has resulted in over 30 lawsuits

The blaze at SIF Transilvania started two months ago, around the General Shareholder meeting of April 28th, when the faction that gathered around the former football referee Constantin Frăţilă has prepared to overturn Mihai Fercală and his supporters from the helm of the Braşov-based company.

The attempt by the Frăţilă group was strongly supported by the Financial Oversight Authority (ASF), which over three months has bureaucratically delayed the approval of Mihai Fercală as CEO, waiting for his term to expire (on April 19th), for the general shareholder meeting to quickly approve Marius Moldovan, who they have replaced Fercală with.

Over the course of two months, the ASF has imposed the suspension of trading in SIF3 shares, for ten days at first, but in the end, from one postponement to the next, the suspension has lasted a month.

The management of the BSE has been instructed by the ASF not to publish the current reports of SIF Transilvania signed by Mihai Fercală.

As an alternative for communicating with the shareholders, SIF Transilvania has used the company's website and BURSA.

Trading of SIF Transilvania stock has been allowed to resume, a fact which together with the approval of Moldovan by the ASF, would suggest that the confrontation has ended.

But that is not the case.

Mihai Fercală claims that his harassment as an executive has been done in violation of several laws, a reason why he filed a number of lawsuits and he is adamant that not only will the illegal decisions be invalidated, but also that those responsible will face criminal sanctions.

I meant that as part of a moment, at this time, in the change of situation, to interview the main protagonists of this conflict, - Mihai Fercală, Constantin Frăţilă and Gabriel Grădinescu (the vice-president of the ASF) - for the market to have a clearer picture on the case.

Mihai Fercală has promptly answered and the text that follows was written by him, without the need to ask him questions.

Constantin Frăţilă initially agreed, but two days later he changed his mind, and mockingly told us that "Retirees go and take walks in the park" (NOTE 1).

Gabriel Grădinescu did not even provide the answer that Frăţilă did, - somebody probably taught him that "mum's the word" is the best form of communication.

The blaze at SIF Transilvania started two months ago, around the General Shareholder meeting of April 28th, when the faction that gathered around the former football referee Constantin Frăţilă has prepared to overturn Mihai Fercală and his supporters from the helm of the Braşov-based company.

The attempt by the Frăţilă group was strongly supported by the Financial Oversight Authority (ASF), which over three months has bureaucratically delayed the approval of Mihai Fercală as CEO, waiting for his term to expire (on April 19th), for the general shareholder meeting to quickly approve Marius Moldovan, who they have replaced Fercală with.

Over the course of two months, the ASF has imposed the suspension of trading in SIF3 shares, for ten days at first, but in the end, from one postponement to the next, the suspension has lasted a month.

The management of the BSE has been instructed by the ASF not to publish the current reports of SIF Transilvania signed by Mihai Fercală.

As an alternative for communicating with the shareholders, SIF Transilvania has used the company's website and BURSA.

Trading of SIF Transilvania stock has been allowed to resume, a fact which together with the approval of Moldovan by the ASF, would suggest that the confrontation has ended.

But that is not the case.

Mihai Fercală claims that his harassment as an executive has been done in violation of several laws, a reason why he filed a number of lawsuits and he is adamant that not only will the illegal decisions be invalidated, but also that those responsible will face criminal sanctions.

I meant that as part of a moment, at this time, in the change of situation, to interview the main protagonists of this conflict, - Mihai Fercală, Constantin Frăţilă and Gabriel Grădinescu (the vice-president of the ASF) - for the market to have a clearer picture on the case.

Mihai Fercală has promptly answered and the text that follows was written by him, without the need to ask him questions.

Constantin Frăţilă initially agreed, but two days later he changed his mind, and mockingly told us that "Retirees go and take walks in the park" (NOTE 1).

Gabriel Grădinescu did not even provide the answer that Frăţilă did, - somebody probably taught him that "mum's the word" is the best form of communication.

The blaze at SIF Transilvania started two months ago, around the General Shareholder meeting of April 28th, when the faction that gathered around the former football referee Constantin Frăţilă has prepared to overturn Mihai Fercală and his supporters from the helm of the Braşov-based company.

The attempt by the Frăţilă group was strongly supported by the Financial Oversight Authority (ASF), which over three months has bureaucratically delayed the approval of Mihai Fercală as CEO, waiting for his term to expire (on April 19th), for the general shareholder meeting to quickly approve Marius Moldovan, who they have replaced Fercală with.

Over the course of two months, the ASF has imposed the suspension of trading in SIF3 shares, for ten days at first, but in the end, from one postponement to the next, the suspension has lasted a month.

The management of the BSE has been instructed by the ASF not to publish the current reports of SIF Transilvania signed by Mihai Fercală.

As an alternative for communicating with the shareholders, SIF Transilvania has used the company's website and BURSA.

Trading of SIF Transilvania stock has been allowed to resume, a fact which together with the approval of Moldovan by the ASF, would suggest that the confrontation has ended.

But that is not the case.

Mihai Fercală claims that his harassment as an executive has been done in violation of several laws, a reason why he filed a number of lawsuits and he is adamant that not only will the illegal decisions be invalidated, but also that those responsible will face criminal sanctions.

I meant that as part of a moment, at this time, in the change of situation, to interview the main protagonists of this conflict, - Mihai Fercală, Constantin Frăţilă and Gabriel Grădinescu (the vice-president of the ASF) - for the market to have a clearer picture on the case.

Mihai Fercală has promptly answered and the text that follows was written by him, without the need to ask him questions.

Constantin Frăţilă initially agreed, but two days later he changed his mind, and mockingly told us that "Retirees go and take walks in the park" (NOTE 1).

Gabriel Grădinescu did not even provide the answer that Frăţilă did, - somebody probably taught him that "mum's the word" is the best form of communication.

MAKE

NOTE 1.

Some punks among those commenting on the BURSA website have criticized Fercală for being 70 years old.

Aside from the imbecility of that criticism (which not only shows boorishness, but also a mentality of people stuck in the stone age, when life expectancy was about 40 years), beyond the lack of the respect which is owed to old people, it is also a show of ignorance - Mark Mobius, for instance, is 83 years old and nobody is criticizing him for it.

Just as a personal information, I don't think that Constantin Fraţilă has any advantage because he is in his 60s, at best, his advantage is that he was able to go do his shopping at any time during the emergency state.

-----------------------------

The ASF is the only authority in Romania that is systematically breaking the law

"The directorate of SIF Transilvania, which has been appointed very quickly, and unusually, on the same day, with the employment interviews is still incomplete and on shaky ground.

So far, it only has two members, and that happened after Moldovan Marius has hesitated to resign from the Supervisory Board, a Council that operates in parallel and against the law, a Council that at the request of the ASF issues current reports violating the laws of companies.

The four members of the Supervisory Board, of which one is incompatible according to the pending legislation and criminally being prosecuted «in personam» in the two criminal cases is holding illegal meetings, approves illegal decisions, without those meetings being legally summoned by the president or the vice-president of the Supervisory Board, meaning meetings summoned by a fake CEO - Andănuţ Crinel Valer - fake chairman who was suspended by a decision of the County Court of Braşov, ruling no. 307/08.04.2020.

The County Court of Braşov, through its ruling no. 322/2020, has suspended the decision to modify the Operating Regulations of the Supervisory Board, passed on February 03, 2020, including the nominees of the specialized committees of the Board, committees where Frăţilă has illegally appointed himself on the nomination committee, position which he has used to appoint a new Directorate, in complete violation of the law.

Given that the decision of the so-called parallel Supervisory Board of February 3rd, 2020, has been suspended, all the subsequent decisions passed by this parallel, illegally summoned Council are null and void.

The four individuals - Frăţilă Constantin, Andănuţ Crinel, Moldovan Marius and Petria Nicolae - have defied court rulings and have continued to issue illegal decisions one after another, awarding themselves positions illegally, approving a new directorate, performing operations that are the responsibility of the Directorate, in strange violation of the law of companies, but in agreement with ASF vice-president Gabriel Grădinescu.

The ASF is the only authority in Romania that systematically breaks the law, out of ignorance or deliberately. The ASF did not defend itself in the lawsuit brought to the Court of Appeal of Constanţa, in the case no. 8031/2/2018, as it follows from the argumentation of the court, an argumentation which shows no defense in that case, where it was the ASF itself that filed a criminal complaint and then invalidated Frăţilă's mandate according to decision 1095/2018.

The ASF constantly contradicts itself, in writing, requiring SIF Transilvania to register Frăţilă Constantin at the Trade Registry of Braşov, but the same ASF files an appeal with the High Court of Cassation and Justice due to the suspension and then the annulment of the ASF decision no.1095/2018, due to not defending its own decisions in court, or maybe that's what the legal counsels of the ASF have been ordered to do.

Both SIF Transilvania, as well as the other members of the Supervisory Board have challenged in court every decision passed by the so-called parallel Council, both through requests for court orders, as well as through lawsuits in first instance, asking for the invalidation of those decisions, with over 30 such ongoing lawsuits.

The lawsuit lost by the undersigned at the Bucharest Court of Appeal, concerned the request for a court order to invalidate a decision of the ASF concerning the suspension of trading in SIF3 shares, a lawsuit which has no relevance when it comes to acknowledging the wave of violations of the law committed by the four directors, under the coordination of Frăţilă Constantin, in relation to which there are three ongoing criminal lawsuits, one in Constanţa and two in Braşov.

Also, given the serious violation of the law by the employees of the ASF, two criminal complaints have been filed with the DNA and the DIICOT, concerning very serious offenses committed and its actions in connivance with the Frăţilă faction.

It is hilarious that at the ASF, an authority of the Romanian state, a vice-president would prevent commissioners from participating in debates and in the decision making process and that is just precisely because those commissioners did not commit the offenses proposed by vice-president Grădinescu and thus, it would have been impossible to pass the illegal decisions of the ASF, in very serious violation of the existing legislation.

I am convinced that in the end, the courts will invalidate those illegal decisions made by Frăţilă's team, and will even invalidate the decisions made, in violation of the law, by the ASF, which will have as a consequence that the current illegal management of SIF Transilvania - in other words, the Directorate -, will need to get up from their seats and leave, together with Frăţilă, who is incompatible with his positions, and maybe even with others, along with the criminal liability they bear.

The action of the ASF to support the Frăţilă faction has been deliberate at the ASF, as proven by how the ASF has approved the new Directorate proposed by Frăţilă, before responding to the prior complaints made following the approval of the members of the legally nominated Directorate on January 15, 2020, but also given how it has dragged its feet without justification when it came to approving the nomination of a new member on the Supervisory Board, as if it was waiting for the ruling of the Court of Appeal of Constanţa to come in.

I have filed a prior complaint with the ASF for the dismissal of the Directorate that was illegally nominated and illegally validated by the ASF. Since the ASF never responds within the legally required delays to any inquiries, violating its own legislation, I will be filing a lawsuit with the Court of Appeal requesting the invalidation of that illegal Directorate and I will be requesting moral and material damages from the ASF for the prejudices it has caused to the former Directorate, whose term continued after April 19th, as well, due to the decrees concerning the state of emergency and the decision of the High Court of Cassation and Justice no. 24/2017, until the appointment of a new Directorate, (even though it was illegal), and its approval by the ASF.

The ASF violates the pending legislation, defies the decisions of the Courts, allowing a parallel and illegal Board to operate and to issue decisions illegally, only communicating with Frăţilă's faction, causing a total chaos in the management structures of SIF Transilvania, chaos which is seriously affecting the shareholders' interests, while on the other hand helping support the illegal interests of the faction of Frăţilă Constantin.

The Romanian Parliament has been notified about the illegalities in the operation of the ASF and most certainly should take the necessary measures for this authority to comply with their own applicable legislation, as well as to comply with the legislation concerning listed companies, their articles of incorporation and bylaws, which represent the law governing the relations between the parties, meaning the shareholders, and not to provide illegal aid to criminal factions, to honestly justify their decisions in the courts, not to issue illegal and contradictory decisions, and not to prevent some of its commissioners from participating in the joint meetings of the ASF".

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