Current report - BoD decision: Updated Convening Notice for EGSM

UPDATED CONVENING NOTICE for SIBEX-SIBIU STOCK EXCHANGE Extraordinary General Shareholders Meetings The Board of Directors of SIBEX - SIBIU STOCK EXCHANGE S.A., registered at the Trade Registry Office of Sibiu Court under number J32/28/1994, Fiscal Registration Code RO6584502, hereinafter referred to as "the company" or "SIBEX", in compliance with the company's Articles of Incorporation, with Law 31/1990, Law 297/2004, Romanian National Securities Commission's (CNVM) Regulation no. 1/2006 and CNVM Regulation no. 6/2009, Considering the requests of the shareholders Grigoroiu Mirela-Narcisa, Taină Răzvan-Mugurel and Lustig Shmariahu, holding together more than 5% of SIBEX share capital, to supplement the agenda of the Extraordinary General Shareholders Meeting convened for January 09/10, 2017, requests addressed based on the stipulations of art. 1171 of Law no. 31/1990 and art. 7 of C.N.V.M. Regulation no. 6/2009, SUPPLEMENTS THE AGENDA FOR The Extraordinary General Shareholders Meeting convened for January 09, 2017, hours 14:00, in SIBIU, Cioran conference room of Hotel Golden Tulip Ana Tower,

2 Scoala de Inot Street, with items number 5, 6, 7 and 8. Only the shareholders registered in the company shareholders' Registry held by SIBEX Depository at the reference date 30.12.2016, may participate at the meeting and cast their vote on the items of the agenda, in compliance with the legal stipulations in force. Shareholders may attend the general meeting directly (in person or by legal representative), may be represented by other persons (based on a general/special power of attorney) in compliance with the legislation in force or can vote by correspondence (based on the Correspondence Voting Form).

In case that on the aforementioned date, the legal and statutory quorum requirements stipulated by the law are not fulfilled, the second Extraordinary General Shareholders Meeting will be convened on January 10, 2017, hours 10:00, at the same address, with the same agenda and Reference Date.

UPDATED AGENDA OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING

1. Presentation and approval of the Board of Directors' report regarding the actions undertaken in view of a possible merger with Bucharest Stock Exchange.

2. Approval in principle of the merger with Bucharest Stock Exchange and empower the Board of Directors to take all measures and perform all administrative, economic, financial or legal actions deemed necessary or appropriate so as to implement the decision of approval in principle and to continue the endeavours regarding the project of the merger by absorption with Bucharest Stock Exchange S.A., as the acquiring company, such as, but not limited to: (i) negotiation, drafting, signing and publishing of the merger project with Bucharest Stock Exchange S.A., based on the financial statements as of 31.12.2016; (ii) fulfill the formalities at the Trade Registry related to the merger, in accordance with the legal stipulations, etc.

3. Approval of the date of 27.01.2017 as registration date (ex-date 26.01.2017) respectively identification date for the shareholders entitled to benefit from the Extraordinary General Shareholders Meeting resolutions, in compliance with the stipulations of Art.238, paragraph (1) of Law 297/2004 regarding the capital market, subsequently amended and supplemented.

4. Empowering the Chairman of the Board of Directors, with the possibility to be replaced by the Vice-Chairman or any other Board Member, to sign the resolutions of SIBEX Extraordinary General Shareholders Meeting, adopted within the meeting, and carry out all the necessary actions stipulated by the legislation in force, in order to register, to ensure the publicity, the execution and the publication of the resolutions adopted, with the possibility to be replaced by the company's legal advisers for carrying out the actions with regard to the registration and publication of the adopted resolutions.

5. Granting a mandate to SIBEX - Sibiu Stock Exchange Board of Directors to request Sibex Depository to convene the Extraordinary General Shareholders Meeting, in accordance with article no. 119, paragraph (1) of Law no. 31/1990, adding on the meeting agenda the following items:

6. Approve the request to withdraw the functioning authorization of Sibex Depository and the authorization of the clearing -settlement system administered by Sibex Depository, and empower Sibex Depository Board of Directors to adopt all the necessary decisions and to take all the measures for implementing this decision.

7. Decrease the share capital of Sibex Depository with the amount of 18.500.000 lei, from

   22.950.000 lei to 4.450.000 lei, by reducing the total number of shares with 185.000, from

   229.500 to 44.500 and by returning to shareholders a share of their contribution, proportionally and equally calculated for each share.

8. Change the object of activity of Sibex Depository into an activity which is not subject to ASF regulations.

9. Terminate the commercial contracts with the issuers by Sibex Depository and notify all the issuers with a termination notice of 60 days in view of establishing the transfer of the shares traded at Sibex -Sibiu Stock Exchange SA, either on the regulated spot market administered by Bucharest Stock Exchange or on another regulated spot market or alternative trading system, or to declare the company as an unlisted one, considering the

   imminent termination of the activity as a central depository. Empower Sibex Depository Board of Directors to take all measures and perform all administrative, economic, financial or legal actions deemed necessary or appropriate by the Board of Directors so as to implement this decision.

10. Empower SIBEX Board of Directors to take all measures and perform all administrative, economic, financial or legal actions deemed necessary or appropriate so as to implement the decisions adopted on items no 5.1-5.4, including, but not limited to exercise a vote for within Sibex Depository Extraordinary General Shareholders Meeting convened for approving the request to withdraw the functioning authorization of Sibex Depository and the authorization of the clearing -settlement system administered by Sibex Depository, as well as for reducing the share capital of Sibex Depository and change the object of activity of Sibex Depository and terminate the commercial contracts with the issuers by Sibex Depository.

11. Empower Sibex Board of Directors to take all measures and perform all administrative, economic, financial or legal actions deemed necessary or appropriate so as to close the spot regulated market and the alternative trading system administered by Sibex, no later than 1st of July 2017.

12. Transfer the shares issued by Sibex-Sibiu Stock Exchange S.A. on the spot regulated market administered by Bucharest Stock Exchange and empower Sibex Board of Directors to take all measures and perform all administrative, economic, financial or legal actions deemed necessary or appropriate so as to implement the adopted decision.

a) The right of the shareholders to participate to the Extraordinary General Shareholders Meetings:

The access at the meetings for the shareholders, who have the right to participate directly, is permitted by the simple proof of their identity, in the following ways:

I. In the case of shareholders natural persons, by their identity document (B.I/C.I for the Romanian citizens or, as the case may be, Passport/Residence Permit for the foreign citizens).

The quality as shareholder shall be acknowledged based on the list of sherholders at the reference date, received from Sibex Depository. However, if the shareholder did not send the valid identification data to Sibex Depository, then a copy of the current identity document (B.I/C.I, Passport/Residence Permit) shall be presented at the meeting. II. In the case of shareholders legal persons: the identity document of the legal representative (B.I/C.I for the Romanian citizens or, as the case may be, Passport/Residence Permit for the foreign citizens). The quality as legal representative of the shareholders legal persons or for the entities with no legal status shall be acknowledged based on the list of sherholders at the reference date, received from Sibex Depository. However, if the shareholder did not inform in due time Sibex Depository with regard to his legal representative, or this information is not mentioned into the list of shareholders received from Sibex Depository at the reference date, then the quality as legal representative shall be acknowledged based on the ascertaining certificate issued by Trade Registry Office or any other proof issued by the competent authority for the foreign legal persons; any of these two documents shall be presented in original or in certified true copy and shall be issued within at most 3 months prior to the publishing date of the convening notice of the Extraordinary General Shareholders Meetings.

The documents certifying the quality of legal representative, presented in a foreign language, other than English (except the identity documents), shall be accompanied by the certified translation into Romanian or English language.

The access at the meeting for the shareholders who are represented and are entitled to participate in the meeting, is permitted in the following ways:

1. In the case of shareholders natural persons:
2. the identity document of the proxy (B.I./C.I for the Romanian citizens, or, as the case may be, Passport/Residence Permit for the foreign citizens);
3. General/Special Power of Attorney signed by the shareholder natural person, in original or certified copy bearing the signature of the legal representative, as the case may be. The quality as shareholder shall be acknowledged based on the list of sherholders at the reference date, received from Sibex Depository. However, if the shareholder did not send the valid identification data to Sibex Depository, then a copy of the current identity document (B.I/C.I, Passport/Residence Permit) shall be presented at the meeting.

4. In the case of shareholders legal persons:
5. The identity document of the proxy (B.I. /C.I for the Romanian citizens, or, as the case may be, Passport/Residence Permit for the foreign citizens);
6. General/Special Power of Attorney, stamped and signed by the legal representative of the legal person, in original or, as the case may be, certified copy bearing the signature of the legal representative.
The quality as legal representative of the shareholders legal persons or of the entities legal persons shall be acknowledged based on the list of shareholders at the reference date, received from Sibex Depository. However, if the shareholder did not inform in due time Sibex Depository with regard to his legal representative or this information is not mentioned into the list of shareholders received from Sibex Depository at the reference date, then the quality as legal representative shall be acknowledged based on the ascertaining certificate issued by Trade Registry Office or any other proof issued by the competent authority for the foreign legal persons; any of these two documents shall be presented in original or in certified true copy and shall be issued within at most 3 months prior to the publishing date of the convening notice of the Extraordinary General Shareholders Meetings.

The documents certifying the quality of legal representative, presented in a foreign language, other than English (except the identity documents), shall be accompanied by the certified translation into Romanian or English language.

b) Shareholders right to add new items on the agenda of General Shareholders Meetings and to draft new resolution proposals for the items included or for the proposed items to be included on the agenda of the meeting