Special Empowerment Form for Individuals(EGM april 2026 individuals special empowerment)

RESOLUTIONS SUBMITTED FOR THE APPROVAL OF THE EGM:

FOR

AGAINST

ABSTAIN

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 headquarters, 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.

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2.

Approval of the election of the commission for counting the votes cast by the shareholders on the topics 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 headquarters.

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3.

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

• The Board of Directors and/or the directors of Lion Capital S.A. are authorized that, acting discretionarily, based on available opportunities and relevant market conditions, to perform, in compliance with the powers and competencies set out in the Company's internal regulations, any acts, deeds or actions that are useful, appropriate and/or necessary in relation to the acquisition, disposal, exchange or creation of guarantees over non-current assets of Lion Capital S.A., whose value, individually or cumulatively, during the financial year ending on December 31, 2026, exceeds 20% of the total non-current assets, less non-current receivables;

• The value of legal acts concerning the acquisition, disposal, exchange or creation of guarantees over assets classified as non-current assets, concluded by the Board of Directors and/or the directors of Lion Capital S.A. during the financial year ending on December 31, 2026, shall not exceed 50% of the total non-current assets, less non-current receivables, as reflected in the financial statements of Lion Capital S.A. as of December 31, 2025.

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4.

Approval of the amendments to the Company's Articles of Association, as follows:

• Art. 6 par. (3) is amended and shall read as follows:

  "(3) Unless otherwise provided by law, the Ordinary General Meeting shall be held at least once a year, within no more than five months from the end of the financial year."

• Art. 6 par. (7) is amended and shall read as follows:

"(7) The Extraordinary General Meeting shall be convened whenever required to adopt a resolution on:

1. the increase of the share capital, which will be carried out in compliance with the legal provisions in force;

2. changing the company's object of activity;

3. changing the legal form of the company and / or changing the form of administration, in accordance with the law;

4. moving the company's headquarters;

5. mergers with other companies or the demerger of the Company;

6. reduction of the share capital or its replenishment by issuing new shares;

7. early dissolution of the Company;

8. conversion of shares from one category to another;

9. consolidation of the nominal value of the Company's shares;

10. prolongation of the company's duration;

11. bond issuance;

12. conversion of one category of bonds into another category or into shares;

13. the establishment or closure of secondary offices: branches, agencies, representative offices, places of business or other such units without legal personality, under the conditions provided by law

14. any other amendment of the Articles of Association or any other decision for which the approval of the extraordinary general meeting is required."

Art. 6 par. (8) is amended and shall read as follows:

"(8) The Extraordinary General Meeting has delegated to the Board of Directors the exercise of its powers

with respect to:

1. the relocation (including the expansion or reduction) of the Company's registered office;

2. the increase of the share capital of the Company;

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1. the change the object of the company, except for the field and the main business of the company, which remain within the exclusive competence of the extraordinary general meeting;

2. the establishment, or the dissolution of branches, agencies, representative offices, places of business or other units without legal personality, under the conditions provided by law."

Art. 6 par. (17) is amended and shall read as follows:

"(17) If the requirements of validity are not met, a second call of the meeting shall take place, this meeting having the 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 the Board of Directors may also perform the duties of Chief Executive Officer (CEO) of the Company. The Vice-Chairman 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 to 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 decision 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 with 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 the persons responsible within the Company regarding the annual financial-accounting position, as well as the proposal regarding the distribution of profit, shall be made available to shareholders by publication, in compliance with the applicable legal provisions, at least 30 days prior to the date of the General Meeting of Shareholders, but no later than four months after the end of each financial year, and shall be submitted for approval to the Ordinary General Meeting of Shareholders within the time limit provided under Art. c par. (3) of these Articles of Association."

5.

Approval of the date of May 19, 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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