The proposed amendments to the Articles of Association submitted for approval by the Extraordinary General Meeting of Shareholders (EGM) concern, in substance, the following matters:
Amendment and revision of certain provisions of the Articles of Association consequent upon changes to the applicable regulatory framework, with a view to aligning those provisions with the new applicable statutory requirements, in particular with regard to the new statutory deadlines for the reporting and approval of annual financial statements.
Amendment and supplementation of certain provisions of the Articles of Association addressing strictly organisational matters, (the possibility for the Chairman of the Board of Directors to also hold the office of Chief Executive Officer, and the representation of the Company by its executive directors within the limits of authority established by the Articles of Association and internal regulations), as well as provisions concerning the powers of certain corporate bodies (the Extraordinary General Meeting of Shareholders, the powers delegated by the Extraordinary General Meeting to the Board of Directors, etc.).
Supplementation of Article 6, paragraph (17), to expressly provide, in accordance with the law, that resolutions are adopted by the Ordinary General Meeting of Shareholders at a second call, by a simple majority of the votes cast.
Amendment and supplementation of Article 7, paragraph (18), to the effect that directors (administrators) may be removed at any time by the Ordinary General Meeting of Shareholders and that, in the event of removal without just cause, the director concerned shall be entitled to compensation in accordance with the provisions of the management agreement entered into between that director and the Company. Approval of the standard form of the management agreement to be concluded between the directors and the Company is the subject of item 10 on the agenda of the Ordinary General Meeting of Shareholders convened for April 29 (30), 2026.
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RESOLUTION SUBMITTED FOR THE APPROVAL OF EGM on item 4 on the agenda
Approval of the amendments of the Company's Articles of Association, as follows:
"(3) Unless otherwise provided by law, the Ordinary General Meeting shall be held at least once a year, within n more than five months from the end of the financial year."
"(7) The Extraordinary General Meeting shall be convened whenever required to adopt a resolution on:
Art. 6 par. (3) is amended and shall read as follows:
Art. 6 par. (7) is amended and shall read as follows:
the increase of the share capital, which will be carried out in compliance with the legal provisions in force;
changing the company's object of activity;
changing the legal form of the company and / or changing the form of administration, in accordance with the law;
moving the company's headquarters;
mergers with other companies or the demerger of the Company;
reduction of the share capital or its replenishment by issuing new shares;
early dissolution of the Company;
conversion of shares from one category to another;
consolidation of the nominal value of the Company's shares;
prolongation of the company's duration;
bond issuance;
conversion of one category of bonds into another category or into shares;
the establishment or closure of secondary offices: branches, agencies, representative offices, places of busines or other such units without legal personality, under the conditions provided by law
any other amendment of the Articles of Association or any other decision for which the approval of th extraordinary general meeting is required.
"(8) The Extraordinary General Meeting has delegated to the Board of Directors the exercise of its powers with respec
to:
the relocation (including the expansion or reduction) of the Company's registered office;
the increase of the share capital of the Company;
the change the object of the company, except for the field and the main business of the company, which remai within the exclusive competence of the extraordinary general meeting;
the establishment, or the dissolution of branches, agencies, representative offices, places of business or othe units without legal personality, under the conditions provided by law.
"(17) If the requirements of validity are not met, a second call of the meeting shall take place, this meeting having th authority to discuss the items on the agenda regardless of the share capital represented by the shareholders present and resolutions shall be adopted by a majority of the votes cast."
Art. 7 par. (5) is amended and shall read as follows:"(5) The Board of Directors elects a Chairman and a Vice-Chairman from among its members. The Chairman of th Board of Directors may also perform the duties of Chief Executive Officer (CEO) of the Company. The Vice-Chairma of the Board of Directors may also perform the duties of Deputy-CEO."
Art. 7 par. (15) is amended and shall read as follows:"(15) The CEO or, in his/her absence, the Deputy-CEO or, in the absence of the latter as well, the other directors t whom management powers have been delegated, shall represent the Company in its relations with third parties within the limits of the duties and powers set out in the Company's internal regulations and of the powers of decisio and signing approved by the Board of Directors."
Art. 7 par. (18) is amended and shall read as follows:"(18) Directors (administrators) may be removed at any time by the Ordinary General Meeting of Shareholders Where such removal occurs without just cause, the director shall be entitled to compensation, in accordance wit the provisions of the mandate agreement concluded between the respective director and the Company."
Art. 8 par. (2) is amended and shall read as follows:"(2) The audited annual financial statements, the annual report of the Board of Directors, the statements of th persons responsible within the Company regarding the annual financial-accounting position, as well as the proposa regarding the distribution of profit, shall be made available to shareholders by publication, in compliance with th applicable legal provisions, at least 30 days prior to the date of the General Meeting of Shareholders, but no late than four months after the end of each financial year, and shall be submitted for approval to the Ordinary Genera Meeting of Shareholders within the time limit provided under Art. c par. (3) of these Articles of Association."
Bogdan-Alexandru DRĂGOIChairman of the Board of Directors
This is an English translation of the Informative materials for the EGM Agenda, approved by the Board of Directors. The Company provides this translation for shareholders' reference and convenience. If the English version of this informative material differs from the Romanian version, the latter prevails.