Bucharest, 46-48 S. V. Rahmaninov Str., 3rd floor, S2, postal code 020199 • J1992001898023 • CUI 2761040 • No. in ASF AFIAA Register PJR07.1AFIAA/020007/09.03.2018 No. in ASF FIAIR Register PJR09FIAIR/020004/01.07.2021 • Subscribed and paid-up share capital: RON 50.751.005,60
SPECIAL EMPOWERMENT FORM for legal entitiesOrdinary General Meeting of Shareholders (OGM) of 29 (30).04.2026
The undersigned, having Unique Registration Code CUI (or equivalent
number in the shareholders' registry - for non-resident shareholders) … … … … … … … … … … … …, legally represented by … … … … … …
… … … … … … … … … … ... … holder of … … … … … … … … … shares issued by Lion Capital S.A. Arad, representing %
of the total issued shares, which entitle us to … … … … … … … … … votes in the OGM, representing % of the total voting
rights in the OGM, hereby empower as the undersigned's representative
………………………………………………………………………………………………………………………………………………
(identification data of the empowered representative - full name/legal name, personal identification code/unique registration code - CNP/CUI)
or ……………………………………………………………………………………………………………………………………….
(identification data of the empowered representative - full name/legal name, personal identification code/unique registration code - CNP/CUI) in the OGM to be held on 29.04.2026, 10:00 hours (first call), or on 30.04.2026, 10:00 hours (second call), at company's secondary office in Arad, 35A Calea Victoriei, to exercise the voting rights pertaining to the undersigned's holdings as at 17.04.2026 (the
reference date), as follows:
RESOLUTIONS SUBMITTED FOR THE APPROVAL OF THE OGM: | FOR | AGAINST | ABSTAIN | |
1. | Approval of 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 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. | ○ | ○ | ○ |
2. | Approval of 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 headquarters. | ○ | ○ | ○ |
3. | Approval of 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. | ○ | ○ | ○ |
4. | Approval of 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. | ○ | ○ | ○ |
5. | Approval of 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. | ○ | ○ | ○ |
6. | Approval of the discharge of liability of the members of the Board of Directors for their activity carried out during the financial year 2025. | ○ | ○ | ○ |
7. | Approval of the Income and Expenses Budget and Activity Program for the year 2026. | ○ | ○ | ○ |
8. | Approval of the remuneration due to the members of the Board of Directors for the financial year 2026, at the level set by the resolution of OGM of April 26, 2016. | ○ | ○ | ○ |
G. | Approval of 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. | ○ | ○ | ○ |
10. | Approval of 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. | ○ | ○ | ○ |
11. | Approval of the date of May 19, 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 ASF Regulation no. 5/2018. | ○ | ○ | ○ |
(to be filled in with the legal name of the shareholder legal entity, in capital letters)
FULL NAME OF THE LEGAL REPRESENTATIVE SIGNATURE AND STAMP(to be filled in with the first name and last name of the legal representative of the shareholder legal entity, in capital letters)
(handwritten signature of the legal representative of the shareholder legal entity and the stamp of the shareholder legal entity)
NOTE The deadline for the registration of the special empowerment form at Lion Capital's secondary office is on April 27, 2026, 10:00 hours. DOCUMENTS TO ACCOMPANY THE SPECIAL EMPOWERMENTa findings certificate (in Romanian: "certificat constatator"), in original or true copy, issued by the Trade Register or any other document, in original or true copy, issued by a competent authority of the state where the shareholder is duly incorporated, allowing the identification thereof in the list of Lion Capital's shareholders as at the reference date issued by Depozitarul Central SA;
proof of legal representative capacity if the shareholders' register at the reference date, received from Depozitarul Central, has no data regarding the legal representative of the shareholder; the capacity as legal representative is proven by means of findings certificate/ similar documents presented hereinbefore.
The documents attesting the capacity of legal representative of the shareholders that are legal entities have to be issued no more than 3 months before the date of the publication of the convening notice for shareholders general meeting. If these documents are drafted in a foreign language other than English, they shall be accompanied by their translation into Romanian or English, performed by a certified translator;
in case of entities with no legal personality / unincorporated entities, shall be submitted, in certified copy, an official document proving the capacity as representative of the corporate body that administrates the entity with no legal personality (e.g. the authorization issued by the Financial Supervisory Authority or similar authority in another State);
certified copy of the representative's (the person empowered by the special empowerment) ID document (ID card / passport);
COMPLETING THE SPECIAL EMPOWERMENTThe procedure for completing the special empowerment form is available on company's website https://www.lion-capital.ro. The special empowerment shall be completed and signed in three original counterparts: one for the shareholder, one for the empowered representative and one for the company.
SUBMITTING THE SPECIAL EMPOWERMENT FORMin original, printed form - submitted or sent by any courier service to Lion Capital's secondary office in Arad, 35A Calea Victoriei, Romania, so its registration at the Company is made by 27.04.2026, 10:00 a.m., for the identification of the shareholders' identity, subject to losing the voting right in case of default, the special empowerment form with the voting instructions shall be inserted in an envelope writing on it clearly and with capital letters: "SPECIAL EMPOWERMENT FORM - SHAREHOLDER'S FULL NAME". This envelope, together with the accompanying documents shall be sent to the company in an envelope clearly writing in capital letters "FOR GMS / PENTRU AGA"
by email with qualified electronic signature embedded in accordance with Law no. 214/2024 on the use of electronic signatures, timestamps, and the provision of trust services based thereon, at the address aga@lion-capital.ro until 27.04.2026 at 10:00 a.m.; for the purpose of verifying the identity of shareholders, subject to losing the voting right in case of default.
Note: Pursuant to the provisions of Law 214 / 2024, "qualified electronic signature" means data in electronic format, attached to or logically associated with other electronic data, which is used by the signatory to sign and meets the following conditions: (a) it pertains exclusively to the signatory; (b) it enables the identification of the signatory; (c) it is created using electronic signature creation data that the signatory can use, with a high level of trust, exclusively under his/her control; (d) it is linked to the data used for signing in such a way that any subsequent alteration of the data can be detected; and (e) it is generated by a qualified electronic signature creation device and is based on a qualified certificate for electronic signatures.
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