- DRAFT -
Resolutions of the Ordinary General Meeting of Shareholders of April 2G (30), 2026The Ordinary General Meeting of Shareholders of the company Lion Capital S.A., established and operating in accordance with Romanian law, (hereinafter referred to as "Lion Capital" or "the Company"), having the registered office in Bucharest, 46-48 S. V. Rahmaninov Str., 3rd floor, registered with the Trade Register Office attached to the Tribunal of Bucharest under number J1992001898023, with number in ASF Register PJR07.1AFIAA/020007/09.03.2018 and PJR09FIAIR/020004/01.07.2021, having the Unique Registration Code 2761040, with the subscribed and paid-up share capital of RON 50,751,005.60, gathered in the meeting held on April 29 (30), 2026 starting with 10:00 hours (Romanian time), at the first call/second call (hereinafter referred to as "OGM"),
The Convening Notice of the OGM submitted on March 25, 2026, to the Financial Supervisory Authority ("ASF") -Sector of Financial instruments and Investments, and the Bucharest Stock Exchange (BVB), published in the Official Gazette of Romania, part IV, no. 1869 of March 27, 2026; on the on-line publications www.aradon.ro and www.FinancialIntelligence.ro on March 26, 2026, on Lion Capital's website, (www.lion-capital.ro), and on the website of Bucharest Stock Exchange on March 25, 2026,
Lion Capital's Articles of Association in force,
Trading Companies Law no. 31/1990, republished with subsequent amendments and completions,
Law no. 74/2015 on the managers of alternative investment funds,
Law no. 24/2017 on issuers of financial instruments and market operations, republished, with subsequent amendments and completions,
Financial Supervisory Authority (ASF) Regulation no. 5/2018 on issuers of financial instruments and market operations, with subsequent amendments and completions,
Draft for Resolution no. 1
With the direct participation, by representative or by correspondence of the shareholders holding … … shares, representing … …% of the total voting rights, with the votes "for" of the shareholders representing … …% of the votes cast, approves the election of the secretaries of the works of the ordinary general meeting of Company's shareholders, namely the shareholders Laurentiu Riviș, Adrian Marcel Lascu and Daniela Vasi, with the identification data available at the company's secondary office, which will verify the fulfilment of all the formalities required by the law and the Articles of Association for holding the meeting, and will prepare the minutes of the meeting.
Draft for Resolution no. 2
With the direct participation, by representative or by correspondence of the shareholders holding … … shares, representing … …% of the total voting rights, with the votes "for" of the shareholders representing … …% of the votes cast, approves the election of the commission for counting the votes cast by the shareholders on the topics of the agenda of the ordinary general meeting of shareholders, consisting of Laurențiu Riviș, Daniela Vasi and Adrian Marcel Lascu, having the identification data available at the company's secondary office.
Draft for Resolution no. 3
With the direct participation, by representative or by correspondence of the shareholders holding … … shares, representing … …% of the total voting rights, with the votes "for" of the shareholders representing … …% of the votes cast, approves the separate financial statements for the financial year 2025, based on the discussions and the reports presented by the Board of Directors and the financial auditor, including Lion Capital's remuneration report for the year 2025, as per the provisions of art. 107, par. (6) of Law no. 24/2017, republished, annex to the annual report of the Board of Directors.
Draft for Resolution no. 4
With the direct participation, by representative or by correspondence of the shareholders holding … … shares, representing … …% of the total voting rights, with the votes "for" of the shareholders representing … …% of the votes cast, approves the allocation of the net profit of the financial year 2025, in the amount of RON 470,882,265, to Other reserves, as own funding sources.
Draft for Resolution no. 5
With the direct participation, by representative or by correspondence of the shareholders holding … … shares, representing … …% of the total voting rights, with the votes "for" of the shareholders representing … …% of the votes cast, approves the consolidated financial statements for the year ended on December 31, 2025, based on the discussions and the reports presented by the Board of Directors and the financial auditor.
Draft for Resolution no. 6
With the direct participation, by representative or by correspondence of the shareholders holding … … shares, representing … …% of the total voting rights, with the votes "for" of the shareholders representing … …% of the votes
cast, approves the discharge of liability of the members of the Board of Directors for their activity carried out during the financial year 2025.
Draft for Resolution no. 7
With the direct participation, by representative or by correspondence of the shareholders holding … … shares, representing … …% of the total voting rights, with the votes "for" of the shareholders representing … …% of the votes cast, approves the Income and Expenses Budget and Activity Program for the year 2026.
Draft for Resolution no. 8
With the direct participation, by representative or by correspondence of the shareholders holding … … shares, representing … …% of the total voting rights, with the votes "for" of the shareholders representing … …% of the votes cast, approves the remuneration due to the members of the Board of Directors for the financial year 2026, at the level set by resolution of OGM of April 26, 2016.
Draft for Resolution no. G
With the direct participation, by representative or by correspondence of the shareholders holding … … shares, representing … …% of the total voting rights, with the votes "for" of the shareholders representing … …% of the votes cast, approves the general limits of all additional remunerations for the Board of Directors and the general limits of directors' remuneration for the financial year 2026 at the level set by Resolution no. 7 of the OGM of April 27, 2020.
Draft for Resolution no. 10
With the direct participation, by representative or by correspondence of the shareholders holding … … shares, representing … …% of the total voting rights, with the votes "for" of the shareholders representing … …% of the votes cast, approves the form of the Management Agreement to be entered into by the Company with the members of the Board of Directors, for the duration of their term of office as directors of the Company.
Draft for Resolution no. 11
With the direct participation, by representative or by correspondence of the shareholders holding … … shares, representing … …% of the total voting rights, with the votes "for" of the shareholders representing … …% of the votes cast, approves the date of May 1G, 2026, as the registration date (May 18, 2026, as the ex date) in accordance with the provisions of Art. 87 par. (1) of Law no. 24/2017 and of ASF Regulation no. 5/2018.
This resolution is signed today, on April 29 (30), 2026, in Arad, in 5 counterparts.
Bogdan-Alexandru Drăgoi
Chairman of the Board of Directors and CEO