Nr. 1478/29.04.2026
To: Financial Supervisory Authority Bucharest Stock Exchange CURRENT REPORT according to Law no. 24/2017 on issuers of financial instruments and market operations and Regulation no. 5/2018 on issuers of financial instruments and market operations Date of report: 29.04.2026 Name of issuer: Bursa de Valori Bucuresti S.A. Registered office: Bucharest, 4-8 Nicolae Titulescu Av., 1st floor, East Wing, District 1, America House Building Telephone number: + 40 21 3079500 Sole registration number with the Trade Register Office: 17777754 Trade Register number: J2005012328401 Share capital: RON 93,987,230 LEI Code: 2549004BOCU15LMNDJ92 Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Premium Tier Important events to be reported: Current report regarding the Resolutions of the Ordinary and Extraordinary General Meetings of Shareholders held on April 29, 2026 (first convening)On April 29, 2026, the Ordinary and Extraordinary General Meetings of Shareholders ("OGMS" and "EGMS") of the Company Bursa de Valori Bucuresti - Bucharest Stock Exchange (hereinafter referred to as "The Company"), was held, in the first convening, in Bucharest, 4-8 Nicolae Titulescu Av., 1st floor, East Wing, District 1, America House Building, starting with 11:10 a.m. (OGMS), respectively 13:14 (EGMS) for all the shareholders registered in the Company Shareholders' Registry held by Depozitarul Central S.A., Bucharest, at the end of April 20, 2026, considered Reference Date for the meetings.
According to the provisions of the Bucharest Stock Exchange Articles of Incorporation, the Convening notice of the Ordinary and Extraordinary General Meetings of Shareholders was published in the Official Gazette - Part IV no. 1773/ March 24, 2026 and in the Financial Intelligence newspaper, edition of March 24, 2026, as well as on the website of the Company in the Investor Relations Section/General Meetings of Shareholders and eVOTE platform and the supplemented Convening notice of the Ordinary and Extraordinary General Meetings of Shareholders was published in the Official Gazette - Part IV no. 2291/ April 17,2026 and in the Financial Intelligence newspaper, edition of April 17, 2026, as well as on the website of the Company in the Investor Relations Section/General Meetings of Shareholders and eVOTE platform.
A: 4-8 Nicolae Titulescu Av., 1st floor, East Wing, Trade Register Code: J2005012328401
District 1, America House Building,011141, Bucharest Fiscal / Unique Code: 17777754
T: +40 21 307 95 00 Share Capital: RON 93,987,230E: bvb@bvb.ro / W: www.bvb.ro C.N.V.M. Decision No. 369/31.01.2006
Following debates, Ordinary General Meeting of Shareholders adopted the following resolutions:
RESOLUTION NO. 1 Article. 1 Approves with the majority of the expressed votes the annual individual and consolidated financial statements of the Company for the financial year 2025 and drafted according to the International Financial Reporting Standards, based on the Report of administrators and the Report of financial auditor of the Company. RESOLUTION NO. 2 Article. 1 Approves with the majority of the expressed votes the Annual Financial Report for 2025, according to art. 65 ind. 1 of the Law no. 24/2017. RESOLUTION NO. 3 Article 1. Approves with the majority of the expressed votes the distribution of Company statutory net profit achieved in 2025, amounting RON 8,502,912, as follows: the disbursement of RON 535,814 for legal reserve and the amount of RON 7,967,098 for allocation to Retained Earnings, as well as the transfer of amounts representing gains to Other reserves and the closure of accounting losses from Other reserves. RESOLUTION NO. 4 Article 1. Approves with the majority of the secretly expressed votes the discharge of liability of the Company administrators for their activity carried out during the financial year 2025, based on the presented reports. RESOLUTION NO. 5 Article 1. Approves with the majority of the expressed votes the remuneration of the Company administrators for 2026, the general limits of the additional remunerations for Company administrators and the rewarding for the 2025 financial year of the Company's administrators, as presented in the Annex. RESOLUTION NO. 6 Article 1. Approves with the majority of the expressed votes the Budget and business plan of the Company for 2026. RESOLUTION NO. 7 Article 1. Approves with the majority of the expressed votes the Remuneration report of the management structure related to the financial year 2025 submitted to the consultative vote of the OGMS, according to the provisions of art. 107 of Law no. 24/2017. RESOLUTION NO. 8 Article 1. Approves with the majority of the expressed votes the designation of the company Deloitte Audit S.R.L. as financial auditor for the 2027, 2028 and 2029 financial exercises, as presented in the Note to shareholders.A: 4-8 Nicolae Titulescu Av., 1st floor, East Wing, Trade Register Code: J2005012328401
District 1, America House Building,011141, Bucharest Fiscal / Unique Code: 17777754
T: +40 21 307 95 00 Share Capital: RON 93,987,230E: bvb@bvb.ro / W: www.bvb.ro C.N.V.M. Decision No. 369/31.01.2006
RESOLUTION NO. 9 Article 1. Approves with the majority of the expressed votes the date of 19.05.2026 as Registration Date, according to art. 87 (1) of the Law no. 24/2017. RESOLUTION NO. 10 Article 1. Approves with the majority of the expressed votes the date of 18.05.2026 as the "ex-date", accordingto art. 2, para. 2, letter l) of Regulation no. 5/2018.
RESOLUTION NO. 11 Article 1. Approves with the majority of the expressed votes to empower the Chief Executive Officer of the Company, Mr. Remus Vulpescu, respectively the Deputy Chief Executive Officer of the Company, Mr. Alin Barbu, with the right to delegate the powers, to: (i) execute and/or sign, on behalf of the Company and/or of the Company's shareholders: the resolutions of the Ordinary General Meeting of Shareholders, any and all the decisions, documents, applications, forms and requests adopted/prepared in order to or for the execution of the resolutions of the Ordinary General Meeting of Shareholders, in relation with any natural or legal person, private or public and to (ii) fulfill all the legal formalities for implementation, registration, publicity, opposability, execution and publishing of the resolutions made. RESOLUTION NO. 12 Article 1. Rejects with the majority of the secretly expressed votes the initiation of liability action against the members of the Board of Directors and the former Chief Executive Officer for the damages caused to the Company, as a result of the Company's participation in the share capital of CCP.RO Bucharest S.A., as proposed by the shareholder Bursa Romana de Marfuri S.A. during the meeting.Following debates, Extraordinary General Meeting of Shareholders adopted the following resolutions:
RESOLUTION NO. 1 Article. 1 Approves with the majority of the votes held by the present and represented shareholders the buyback of its own shares by the Company from the market where the shares are listed or by running public offers in accordance with the legal provisions applicable, in the following conditions: a number of maximum 120,000 shares (representing up to 1.5% of the Company's share capital), at a minimum price equal to the market price from the BVB at the acquisition moment and a maximum price equal to the higher of the price of the last independent trade and the highest current independent purchase bid, in accordance with the provisions of article 3, para (2) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buyback programmes and stabilization measures. The aggregate value of the buy-back programme will be up to RON 7,800,000. The programme will have a maximum duration of 18 months, calculated from the date when the resolution is registered with the Trade Registry, in order to implement the Share Option Plan for the BVB Group personnel for 2025 and 2026; granting a mandate for the fulfilment of the resolution toA: 4-8 Nicolae Titulescu Av., 1st floor, East Wing, Trade Register Code: J2005012328401
District 1, America House Building,011141, Bucharest Fiscal / Unique Code: 17777754
T: +40 21 307 95 00 Share Capital: RON 93,987,230E: bvb@bvb.ro / W: www.bvb.ro C.N.V.M. Decision No. 369/31.01.2006
the Board of Governors. The buyback transactions will have as object only fully paid shares and will be purchased only out of distributable profits or of the available reserves of the Company, as registered in the last approved annual financial statement, except for the legal reserves.
RESOLUTION NO. 2 Article. 1 Approves with the majority of the votes held by the present and represented shareholders the increase of the share capital in the amount of RON 7,967,000 through the issue of 796,700 new, ordinary, registered and dematerialized shares, with a nominal value of RON 10/share ("New Shares"), by incorporating the reserves constituted from the net profit of the year 2025 (with the exception of legal reserves) ("Share Capital Increase") and setting the price in the amount of RON 40.0779 for the compensation of the fractions of shares resulting from the application of the algorithm and the rounding of the results, according to the legal provisions in force, as follows:The New Shares will be allocated to the Company's shareholders in proportion to their holdings in the Company's share capital; within the Share Capital Increase, each shareholder registered on the Registration Date established by the EGMS will receive for each 10 shares owned a whole number of shares calculated according to the formula 10x(no. of issued shares/no. of existing shares);
In the event of fractions of shares, the number of shares that will actually be allocated to the respective shareholder will be rounded down to the nearest whole number;
Empowerment of the Board of Governors to carry out the Share Capital Increase, as well as to draw up and sign any and all documents necessary for the Share Capital Increase, including the updating of the Company's Articles of Incorporation.
"completion of the Articles of Incorporation of the company as follows:
Art. 15 of the Articles of Incorporation of the BVB shall be completed in the sense of introducing a new paragraph, paragraph (4), having the following content:
Within any increase of the Company's share capital with cash contribution, achieved by issuing new shares, the following rules shall be observed: a) in a first stage, the shares shall be offered for subscription, first of all to the existing shareholders, in proportion to the number of shares they own; b) the shares that will not be subscribed in the first stage will be cancelled or will be offered to investors, including existing shareholders, through the public offering."
RESOLUTION NO. 4 Article. 1 Rejects with the majority of the votes held by the present and represented shareholders " the completion of the Articles of Incorporation of the company as follows:Art. 15 of the Articles of Incorporation of the BVB is completed in the sense of introducing a new paragraph, paragraph (5), having the following content:
The increase of the share capital may not be achieved by private placement."
A: 4-8 Nicolae Titulescu Av., 1st floor, East Wing, Trade Register Code: J2005012328401
District 1, America House Building,011141, Bucharest Fiscal / Unique Code: 17777754
T: +40 21 307 95 00 Share Capital: RON 93,987,230E: bvb@bvb.ro / W: www.bvb.ro C.N.V.M. Decision No. 369/31.01.2006
RESOLUTION NO. 5 Article. 1 Approves with the majority of the votes held by the present and represented shareholders the date of 29.06.2026 as Registration Date, according to art. 87 (1) of the Law 24/2017 for the identification of the shareholders to whom the effects of the EGMS Resolutions are applicable, including the right to benefit from the shares allocated following the capital increase. RESOLUTION NO. 6 Article. 1 Approves with the majority of the votes held by the present and represented shareholders the date of26.06.2026 as the "ex-date", according to art. 2, para. 2, letter l) of Regulation 5/2018.
RESOLUTION NO. 7 Article. 1 Approves with the majority of the votes held by the present and represented shareholders the date of 30.06.2026 as the payment date for distribution of shares following the share capital increase. RESOLUTION NO. 8 Article. 1 Approves with the majority of the votes held by the present and represented shareholders to empowering the Chief Executive Officer of the Company, Mr. Remus Vulpescu, respectively the Deputy Chief Executive Officer of the Company, Mr. Alin Barbu, with the right to delegate the powers, to: (i) execute and/or sign, on behalf of the Company and/or of the Company's shareholders: the resolutions of the Extraordinary General Meeting of Shareholders, the updated Articles of Incorporation of the Company, any and all the decisions, documents, applications, forms and requests adopted/prepared in order to or for the execution of the resolutions of the Extraordinary General Meeting of Shareholders, in relation with any natural of legal person, private or public and to (ii) fulfill all the legal formalities for implementation, registration, publicity, opposability, execution and publishing of the resolutions made and the updated Articles of Incorporation of the Company. Remus Vulpescu CEOA: 4-8 Nicolae Titulescu Av., 1st floor, East Wing, Trade Register Code: J2005012328401
District 1, America House Building,011141, Bucharest Fiscal / Unique Code: 17777754
T: +40 21 307 95 00 Share Capital: RON 93,987,230E: bvb@bvb.ro / W: www.bvb.ro C.N.V.M. Decision No. 369/31.01.2006
Annex to OGMS Resolution no. 5/April 29, 2026
The remuneration due to the members of the Board of Directors (the "Indemnity") amounts to RON 7,500
net per month per member;
Additional remuneration granted to the members of the Board of Directors (the "Administrators"), as
follows:
Differentiation of the Indemnity based on the position held (Additional Indemnity 1):
for the position of President of the Board of Directors - increase by 50% of the Indemnity;
for the position of Vice-Chairman of the Board of Directors - increase by 20% of the Indemnity;
for the position of Secretary General of the Board of Directors - increase by 10% of the Indemnity.
Additional indemnity for activity carried out within Committees and Special Commissions (Additional Indemnity 2) up to 50% of the Indemnity.
For the financial results of the year 2025, the remuneration of the Administrators of BVB through the granting of shares issued by the Company is subject to the following conditions:
Fulfilment of the Performance Condition, as provided under letter (i) of Clause 5 - Performance Conditions of the Share Option Plan for BVB Group employees (the "Plan"), approved by the Extraordinary General Meeting of Shareholders on 26 April 2023 and amended by the Extraordinary General Meeting of Shareholders on 24 April 2024, namely: "BVB shall have recorded a profit in the financial year of the Grant Date, according to the annual financial statements approved by the General Meeting of Shareholders."
The maximum number of Shares that may be transferred to an Administrator upon exercise of an Option is calculated as follows: 4 × Gross Monthly Remuneration / Share Price (the average acquisition price of treasury shares repurchased and applied for the 2025 Plan is RON 53.51);
The option may be exercised only after the lapse of one year from the grant date (February 2026);
For the implementation of the 2025 share option plan, the performance condition set out in the Plan has been fulfilled.
A: 4-8 Nicolae Titulescu Av., 1st floor, East Wing, Trade Register Code: J2005012328401
District 1, America House Building,011141, Bucharest Fiscal / Unique Code: 17777754
T: +40 21 307 95 00 Share Capital: RON 93,987,230E: bvb@bvb.ro / W: www.bvb.ro C.N.V.M. Decision No. 369/31.01.2006