Lion Capital S.a.BVB: LION

Keynote for EGM(keynote EGM LionCapital April 2026)

· Issued by Lion Capital S.A.


‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS



- ARAD April 29 (30), 2026 -

Schedule

of the meeting





‌PROCEDURAL MATTERS

Publicity of the Convening Notice for the EGM, quorum conditions, voting options, shareholding structure at the reference date

EGM AGENDA

Items on the EGM agenda subject to Lion Capital shareholders approval

VOTING RESULT

Announcing the results of votes cast by shareholders



‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

EGM Key Dates

April 17, 2026 April 2G, 2026 April 30, 2026 May 18, 2026 May 1G, 2026

Reference date for the EGM First call 12:00 p.m. (Romanian time) at the Company's secondary

office, in Arad

Second call

12:00 p.m. (Romanian time) at the Company's secondary office, in Arad

Ex-date Registration date



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‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Publicity of the Convening Notice The Convening Notice for the EGM was

COMMUNICATED

POSTED PUBLISHED

on March 25, 2026, to the Financial Supervisory Authority ("ASF") -Sector of Financial instruments and Investments, and the Bucharest Stock Exchange (BVB)

on March 25, 2026, on the website of Bucharest Stock Exchange (www.bvb.ro) and on Company's website (www.lion-capital.ro)

  • in the Official Gazette of Romania, part IV, no. 1869 / March 27, 2026

  • on the on-line publication https://www.FinancialIntelligence.ro on March 26, 2026

  • on the on-line publication

https://www.aradon.ro on March 26, 2026



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‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Shareholding Structure

based on holdings as of April 17, 2026*

* the reference date for the EGM convened for April 29 (30), 2026

5,731,779

shareholders



  • 3G.61%

    Romanian individuals (5,729,486 shareholders)

  • 47.33%

    Romanian legal entities (101 shareholders)

  • 2.22%

    non-resident individuals (2,178 shareholders)

  • 8.G3%

    non-resident legal entities (13 shareholders)

  • 1.G1%

Lion Capital (treasury shares)

As of April 17, 2026, the reference date for the extraordinary general meeting of shareholders (EGM) convened for July 12 (13), 2025, Lion Capital S.A. has a share capital of RON 50,751,005.60, divided into 507,510,056 ordinary shares, corresponding to 507,510,056 voting rights. Each ordinary share carries the right to one vote at the General Meeting of Shareholders. The 9,711,305 treasury shares have their voting rights suspended, pursuant to art. 105, par. (2) of Law no. 31/1990.



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‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Quorum Requirements Article 6, paragraph (18) of Lion Capital's Articles of Association:

"For the validity of the deliberations of the extraordinary general meeting, the presence of shareholders holding at least one quarter of the total voting rights is required at the first call, and at subsequent calls, the presence of shareholders representing at least one fifth of the total voting rights. Decisions are made by a majority of the votes held by the shareholders present or represented."



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‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Voting

The General Meeting of Shareholders shall establish for each adopted resolution at least the number of shares for which valid votes have been cast, the proportion of the share capital represented by those votes, the total number of valid votes cast, as well as the number of votes cast "for" and "against" each resolution, and, if applicable, the number of abstentions.

In accordance with the provisions of Article 6, paragraph (15) of the Company's Articles of Association, marking the ballot with the option "abstention" regarding any or even all items on the agenda of the general meetings of shareholders constitutes a vote expressed regarding the respective items on the agenda.



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‌EGM Agenda

Agenda items of the EGM

requiring Lion Capital shareholders' approval





‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Item 1

Approval of the election of the secretaries of the works of the extraordinary 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 constitutive act for holding the meeting and will prepare the minutes of the meeting.



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‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Item 2

Approval of the election of the commission for counting the votes cast by the shareholders on the items on the agenda of the extraordinary 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.



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‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Item 3

Approval of the conclusion by Lion Capital S.A., during the 2026 financial year, of legal acts involving the acquisition, disposal, exchange, or creation of guarantees over assets classified as non-current assets of Lion Capital S.A., whose value exceeds, individually or cumulatively, during the financial year ending on December 31, 2026, 20% of the total non-current assets, less non-current receivables (…).



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‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Item 3

Proposal to authorize the Board of Directors and executive management to conclude, during the 2026 financial year, legal acts involving: acquisition, disposal, exchange, creation of guarantees over non-current assets (excluding receivables), up to a maximum of 50% of their total value (vs. current threshold: 20%).

Legal and Statutory Framework

  • Law No. 31/1990 on trading companies

  • Law No. 24/2017 (republished) - Article 91 (1)

  • Lion Capital's Articles of Association - Article 7 par. (12) (h)

    Transactions exceeding 20% of total non-current assets (excluding receivables) require prior approval by the EGM



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    ‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

    Item 3

    Rationale for the proposal

  • current 20% threshold (as of 31.12.2025): RON 1,032m out of total non-current assets (excluding receivables) of RON 5,158m

  • transactions carried out by 28.02.2026: RON 32G.6m (≈ 6.4% of total non-current assets, excluding receivables)

    Maintaining the 20% threshold may

  • restrict efficient portfolio management

  • limit the ability to respond promptly to opportunities

  • weaken the implementation of the investment strategy

    Proposed increase to 50% of non-current assets (excluding receivables) for 2026

  • maximum cumulative transaction limit: RON 2,57Gm

  • decisions will be based on market opportunities and the approved investment strategy

  • this does not guarantee any transactions, it ensures operational flexibility



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‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Item 4 Approval of Amendments to the Articles of Association of Lion Capital

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:

  1. 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.



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    ‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

    Item 4

  2. 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.).

  3. Supplementation of Article c, 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.



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    ‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

    Item 4

  4. 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 2S (30), 202c.



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‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Item 5

Approval of May 1G, 2026, as 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 ASF Regulation no. 5/2018.



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‌EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Item 5

According to Law no. 24/2017, the General Meeting of Shareholders (GMS) sets the registration date, which is the calendar date used to identify the shareholders entitled to dividends or other rights and on whom the resolutions of the General Meeting of Shareholders shall have an impact.

This date must be set at least 10 business days after the GMS date.

According to ASF Regulation no. 5/2018, the registration date must be explicitly stated in the GMS resolution (dd/mm/yyyy) and applies to resolutions concerning corporate events.

The ex-date is defined by ASF Regulation no. 5/2018 as the date preceding the registration date by one settlement cycle less one business day, from which date the financial instruments subject to decisions made by the corporate bodies are traded without the rights arising from that decisions.

The ex-date is calculated by taking regard of the settlement cycle of T+2 business days.



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‌Voting Result

Announcing the results of votes cast by shareholders





‌Contact

REGISTERED OFFICE



BUCHAREST

46-48 S. V. Rahmaninov Str., 3rd floor, S2, Bucharest, 020199, Romania

TEL +4021 311 1647 FAX +4021 314 4487

EMAIL office@lion-capital.ro

SECONDARY OFFICE

ARAD

35A Calea Victoriei Arad, 310158, Romania

TEL +40257 304 438 FAX +40257 250 165



https://WWW.LION-CAPITAL.RO