SAFETECH INNOVATIONS S.A. - SAFE

OGMS&EGMS Decisions dated 17.04.2024

Published: 4/17/2024 6:00:15 PM

IRIS Code: BA1FC


Body

To: the Bucharest Stock Exchange

      the Romanian Financial Supervisory Authority

 

CURRENT REPORT 12/2024

Pursuant to Law no. 24/2017 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers and operations with securities, as subsequently amended and supplemented and the provisions of Article 99 of the Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments.

Date of report

17.04.2024

Name of the Company

Safetech Innovations S.A.

Registered Office

12-14 Frunzei Street, District 2, Bucharest

Phone

+40 754 908 742

Email

investors@safetech.ro

Registration nr. with Trade Registry

J40/3550/2011

Fiscal Code

28239696

Subscribed and paid share capital

13,300,000 lei

Total number of shares

66,500,000

Symbol

SAFE

Market where securities are traded

Bucharest Stock Exchange, Main Segment, Standard Category

Important events to be reported: Resolutions of the OGMS & EGMS dated 17.04.2024

The management of Safetech Innovations S.A. (hereinafter referred to as the "Company”) informs the market that on 17.04.2024, starting with 10:00 AM, at the headquarters of the Company located in Bucharest, 12-14 Frunzei Street, 2nd floor, took place the Ordinary General Meeting of Shareholders of Safetech Innovations S.A. and starting with 10:45 AM, at the same location, the Extraordinary General Meeting of Shareholders of the Company took place. For both meetings, the legal and statutory quorum was constituted at first call.

The resolutions of the Ordinary and Extraordinary General Meetings of Shareholders are attached to this current report.

Victor GANSAC

CEO


 

 

DECISION OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

SAFETECH INNOVATIONS S.A.

No. 5 / 17.04.2024

 

The shareholders of SAFETECH INNOVATIONS S.A., registered with the Bucharest Trade Registry under no. J40/3550/2011, unique registration code 28239696, with registered office in 12-14 Frunzei Street, floors 1-2, District 2, Bucharest, Romania, having a subscribed and fully paid-up share capital of RON 13,300,000 (hereinafter referred to as Company ") met today, 17.04.2024, at 10:00 a.m. ( Romanian time) in the Ordinary General Meeting of Shareholders ("OGMS”), at the first call, according to the convening notice published in the Official Gazette of Romania, Part IV, number 1289 dated 14.03.2024 and in Ziarul Bursa no. 50 dated 14.03.2024,

Following the debates on the points included on the OGMS agenda, adopted the following resolutions, which were duly recorded in the minutes of the meeting:

DECISION NO. 1

In the presence of the shareholders representing 65.1198% (43,304,639 shares) of the share capital and 65.1198% (43,304,639 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 99.9708% (22,528,825 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0292% (6,584 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail (there are 19,648,043 abstentions and 1,121,187 votes not casted):

Approved:

The individual and consolidated annual financial statements prepared for the financial year ended on 31.12.2023, accompanied by the annual report prepared by the Board of Directors and the independent auditor's report.

DECISION NO. 2

In the presence of the shareholders representing 65.1198% (43,304,639 shares) of the share capital and 65.1198% (43,304,639 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 99.2356% (41,857,801 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.7644% (322,405 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail (there are 1,004,060 abstentions and 120,373 votes not casted):

Approved:

The distribution of the net profit related to the financial year ended on 31.12.2023, in the amount of RON 9,738,449 (nine million seven hundred thirty-eight thousand four hundred forty-nine), as follows:

(i)            Legal reserves: RON 550,780 (five hundred fifty thousand seven hundred eighty),

(ii)          Remaining undistributed profit: RON 9,187,669 (nine million one hundred eighty-seven thousand six hundred sixty-nine).

DECISION NO. 3

In the presence of the shareholders representing 65.1198% (43,304,639 shares) of the share capital and 65.1198% (43,304,639 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 99.9720% (23,530,226 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0280% (6,584 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail (there are 19,643,956 abstentions and 123,873 votes not casted):

Approved:

Discharge of liability of the Board of Directors for the financial year ended on 31.12.2023.

DECISION NO. 4

In the presence of the shareholders representing 65.1840% (43,347,329 shares) of the share capital and 65.1840% (43,347,329 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 99.9844% (42,156,918 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0156% (6,584 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail (there are 52,164 abstentions and 1,131,663 votes not casted):

Approved:

The revenue and expenditure budget for the 2024 financial year, in accordance with the presentation materials.

 

DECISION NO. 5

In the presence of the shareholders representing 65.1840% (43,347,329 shares) of the share capital and 65.1840% (43,347,329 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 99.4426% (41,886,132 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.5574% (234,761 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail (there are 43,223 abstentions and 1,183,213 votes not casted):

Approved:

The Remuneration Report of the Company's management for the financial year ended on 31.12.2023, drawn up by the Nomination and Remuneration Committee of the Company, in accordance with the presentation materials

 

DECISION NO. 6

6.1. In the presence of the shareholders representing 65.1840% (43,347,329 shares) of the share capital and 65.1840% (43,347,329 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 99.9417% (42,123,002 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0583% (24,572 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail (there are 1,017,192 abstentions and 182,563 votes not casted):

Approved the appointment of Mr. Victor Gansac as member of the Board of Directors, for a mandate valid until 30.04.2026.

6.2. In the presence of the shareholders representing 65.1840% (43,347,329 shares) of the share capital and 65.1840% (43,347,329 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 99.9417% (42,123,002 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0583% (24,572 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail (there are 1,017,192 abstentions and 182,563 votes not casted):

Approved the appointment of Mr. Mircea Varga as member of the Board of Directors, for a mandate valid until 30.04.2026.

6.3. In the presence of the shareholders representing 65.1840% (43,347,329 shares) of the share capital and 65.1840% (43,347,329 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 99.9417% (42,123,002 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0583% (24,572 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail (there are 1,017,192 abstentions and 182,563 votes not casted):

Approved the appointment of Mr. Alexandru Mihailciuc as member of the Board of Directors, for a mandate valid until 30.04.2026.

DECISION NO. 7

In the presence of the shareholders representing 65.1840% (43,347,329 shares) of the share capital and 65.1840% (43,347,329 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 99.8417% (22,386,060 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.1583% (35,486 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail (there are 19,785,260 abstentions and 1,140,523 votes not casted):

Approved:

The remuneration of the members of the Board of Directors in accordance with the Company's Remuneration Policy.

 

DECISION NO. 8

In the presence of the shareholders representing 65.1840% (43,347,329 shares) of the share capital and 65.1840% (43,347,329 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 99.9132% (42,164,682 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0868% (36,644 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail (there are 5,480 abstentions and 1,140,523 votes not casted):

Approved:

The appointment of Baker Tilly Klitou and Partners S.R.L. legal person, with headquarters located in Bucharest, District 2, 42 Sos. Pipera, Office no. 2, Globalworth Plaza, 7th Floor, Trade Registry registration no. J40/5434/2003, having sole identification code 15381680 – as auditor of the Company, for a mandate valid until 30.04.2026, and waiving the application of the legal provisions regarding the election and appointment of censors, under the conditions of art. 160 paragraph 1^2) of Companies Law and the authorization of the Board of Directors and/or the General Manager, in the name and on behalf of the Company, with full power and authority:

(i)            to negotiate the terms and conditions of the mandate of Baker Tilly Klitou and Partners S.R.L., as well as to negotiate, approve and sign any documents, respectively to perform any necessary, useful or opportune endeavours and legal acts in relation to the above; and

(ii)          to authorize representatives of the Company to sign any such documents, perform any such formalities and perform any such actions

DECISION NO. 9

In the presence of the shareholders representing 65.1840% (43,347,329 shares) of the share capital and 65.1840% (43,347,329 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 100% (42,201,685 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0% (0 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail (there are 1,005,771 abstentions and 139,873 votes not casted):

Approved:

The establishment of the date of:

(i)            09.05.2024 as the registration date for the identification of the shareholders on whom the effects of the decisions adopted by the OGMS are reflected, in accordance with the provisions of art. 87 para. (1) of Law no. 24/2017;

(ii)          08.05.2024 as "ex-date" calculated in accordance with the provisions of art. 2 para. (2) lit. (l) from Regulation no. 5/2018.

Date of guaranteed participation and payment date are not applicable

DECISION NO. 10

In the presence of the shareholders representing 65.1840% (43,347,329 shares) of the share capital and 65.1840% (43,347,329 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 99.9052% (42,137,950 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0948% (40,000 votes) of the total votes expressed by the shareholders present, represented or who casted their vote by mail (there are 1,820 abstentions and 1,167,559 votes not casted):

Approved:

The power of attorney for Mr. Victor Gansac, with the possibility of sub-delegation, in the name and on behalf of the Company, with full power and authority, to sign any documents, including and not limited to the OGMS Decision, the Company's Articles of Incorporation, to submit and to request the publication of the Decision in the Official Gazette of Romania part IV, to collect any documents, to complete any necessary formalities before the Commercial Registry Office, as well as before any other authority, public institution, legal or natural person, as well as to execute any operations, in order to fulfill and ensure the opposability of the Decisions to be adopted by OGMS

This decision was drawn up and signed in the name and on behalf of the shareholders, today 17.04.2024, in 3 original copies, by,


 

DECISION OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

SAFETECH INNOVATIONS S.A.

No. 6 / 17.04.2024

 

The shareholders of SAFETECH INNOVATIONS S.A., registered with the Bucharest Trade Registry under no. J40/3550/2011, unique registration code 28239696, with registered office in 12-14 Frunzei Street, floors 1-2, District 2, Bucharest, Romania, having a subscribed and fully paid-up share capital of RON 13,300,000 (hereinafter referred to as Company ") met today, 17.04.2024, at 10:45 a.m. ( Romanian time) in the Extraordinary General Meeting of Shareholders ("EGMS”), at the first call, according to the convening notice published in the Official Gazette of Romania, Part IV, number 1289 dated 14.03.2024 and in Ziarul Bursa no. 50 dated 14.03.2024

Following the debates on the points included on the EGMS agenda, adopted the following resolutions, which were duly recorded in the minutes of the meeting:

DECISION NO. 1

In the presence of the shareholders representing 65.0477% (43,256,717 shares) of the share capital and 65.0477% (43,256,717 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 97.2619% (42,072,299 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0237% (10,252 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail (there are 43,490 abstentions and 1,130,676 votes not casted):

Approved:

The authorization of the Board of Directors and/or the General Manager to issue any decision and to fulfill all the necessary, useful and/or timely legal acts and operations, respectively to update art. 16.12 and 24.2. from the Articles of Incorporation of the Company, for the implementation of the decisions to be adopted by the OGMS according to points 6 and 8 on the agenda of the OGMS.

DECISION NO. 2

In the presence of the shareholders representing 65.0477% (43,256,717 shares) of the share capital and 65.0477% (43,256,717 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 97.2167% (42,052,774 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.1908% (82,534 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail (there are 0 abstentions and 1,121,409 votes not casted):

Approved:

The increase of the share capital with the amount of RON 316,540, from RON 13,300,000 to RON 13,616,540, by issuance of 1,582,700 new shares with a nominal value of RON 0.2 per share, following the incorporation of RON 316,540 from the reserves relating to the year 2022, for the benefit of all shareholders registered in the Register of Shareholders held by the Central Depository on the registration date established by EGMS.

The distribution of the newly issued shares will be made in the proportion of 0.0238 free share to 1 held share.

The purpose of the share capital increase is to issue available shares so that the Company can fulfill its obligations undertaken in the plan for the free allocation of shares at the level of the Company ("SOP Plan") approved by the means of the decision of the Extraordinary General Meeting of Shareholders dated 21.07.2022, the shareholders having the opportunity: (i) either to receive the free shares that are due to them, according to the allocation index mentioned above, (ii) or to receive nominal value for each of these due shares, in the case of this last option, the corresponding shares will be uploaded by the Central Depository in the Company's treasury.

In this regard, the Company's shareholders registered on the registration date will have a period of 10 days, as mentioned in the Procedure for expressing options, which is part of the EGMS support materials, to express one of the following options:

(i)              to receive the free shares due to them, according to the allocation index of 0.0238 free shares for each share held on the registration date;

(ii)             to receive the nominal value due, for the total number of free shares to which they would be entitled, according to the allocation index of 0.0238 free shares for each share held on the registration date.

If the number of shares to which a shareholder would be entitled following the increase in the share capital is not a natural number, the number of shares that will actually be allocated to that shareholder will be rounded down to the next lower natural number.

The company will compensate the shareholders for the resulting fractions through the Central Depository. The amount to be compensated is obtained by multiplying the fraction with 4 decimals by the compensation price and then rounding the result of the multiplication to two decimal places. The compensation price will be equal to the highest value between: the market value established according to the legal provisions in force and the nominal value.

DECISION NO. 3

In the presence of the shareholders representing 65.0477% (43,256,717 shares) of the share capital and 65.0477% (43,256,717 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 97.2091% (42,049,450 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.1605% (69,434 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail (there are 16,424 abstentions and 1,121,409 votes not casted):

Approved:

The shareholders' option procedure through which the operation of increasing the share capital with bonus shares will be implemented, in the form in which such document was presented to the shareholders as EGMS support material.

DECISION NO. 4

In the presence of the shareholders representing 65.0477% (43,256,717 shares) of the share capital and 65.0477% (43,256,717 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 97.1785% (42,036,240 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0853% (36,878 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail (there are 42,690 abstentions and 1,140,909 votes not casted):

Approved:

The authorization of the Board of Directors and/or the General Manager to adopt any decision and perform any operations or actions that would be necessary, useful or advisable for the implementation of the increase of the share capital with bonus shares, as this operation is described at point 2 on the EGMS agenda, including but not limited to the following aspects:

(i)              Establishing the manner of implementation of the increase of the share capital with bonus shares, including the establishment of the payment date for the free shares, the compensation price of the fractions of shares and the payment date for the resulting fractions of shares;

(ii)             Ensuring the listing on the Regulated Market operated by the Bucharest Stock Exchange of the shares issued following the increase of the share capital, the amendment of the Articles of Incorporation in order to reflect the new share capital of the Company;

Approving and signing any documents related to the increase of the share capital, including any certificates, declarations, registers, notifications and any other acts and documents that are necessary in order to fulfill any formalities and authorizing and/or executing any other actions that are necessary in order to giving full effect to the increase of the share capital.

DECISION NO. 5

In the presence of the shareholders representing 65.0477% (43,256,717 shares) of the share capital and 65.0477% (43,256,717 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 96.9149% (41,922,191 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0125% (5,390 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail (there are 188,227 abstentions and 1,140,909 votes not casted):

Approved:

The removal of the preamble from the Company's Articles of Incorporation.

 

DECISION NO. 6

In the presence of the shareholders representing 65.0477% (43,256,717 shares) of the share capital and 65.0477% (43,256,717 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 97.1554% (42,026,252 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0825% (35,680 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail (there are 53,876 abstentions and 1,140,909 votes not casted):

Approved:

The amendment of article 6.1. from the Company's Articles of Incorporation, which will have the following content:

6.1. The total subscribed and pai-up share capital of the Company is RON 13,616,540, constituted entirely in cash."

DECISION NO. 7

In the presence of the shareholders representing 65.0477% (43,256,717 shares) of the share capital and 65.0477% (43,256,717 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 97.1773% (42,035,698 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0798% (34,500 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail (there are 45,610 abstentions and 1,140,909 votes not casted):

Approved:

The amendment of article 6.2. from the Company's Articles of Incorporation, which will have the following content:

“6.2. The Company's share capital is divided into 68,082,700 registered shares, with a nominal value of RON 0.2 /share. "

DECISION NO. 8

In the presence of the shareholders representing 65.0477% (43,256,717 shares) of the share capital and 65.0477% (43,256,717 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 97.2275% (42,057,440 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0124% (5,346 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail (there are 52,822 abstentions and 1,141,109 votes not casted):

Approved:

The amendment to article 6.4. from the Company's Articles of Incorporation, which will have the following content:

"6.4. The identification data of each shareholder, the contribution of each shareholder to the share capital, the number of shares held by each shareholder and the share of participation in the total share capital are mentioned in the "list-type" Shareholder Register kept by Depozitarul Central SA, in accordance with the legislation applicable to the capital markets and the Central Depository Code.".

DECISION NO. 9

In the presence of the shareholders representing 65.0477% (43,256,717 shares) of the share capital and 65.0477% (43,256,717 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 96.8540% (41,895,864 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0414% (17,890 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail (there are 1,202,704 abstentions and 140,259 votes not casted):

Approved:

The removal of Article 6.5. from the Articles of Incorporation of the Company.

DECISION NO. 10

In the presence of the shareholders representing 65.0477% (43,256,717 shares) of the share capital and 65.0477% (43,256,717 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 96.8347% (41,887,500 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.2332% (100,873 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail (there are 66,435 abstentions and 1,201,909 votes not casted):

Approved:

In relation to the National Office of the Trade Register, of the amendment of the Company's share capital structure, so that it mentions only the category of "List-type shareholders", without referring to legal or natural persons list type shareholders, and without mentioning distinctly the contributions to the Company's share capital of Victor Gansac and Paul Rusu, those persons being included in the category of " List-type shareholders ".

Thus, in accordance with the provisions of Law 24/2017 and Regulation 5/2018, subject to the approval of point 2 on the EGMS agenda, the structure of the Company's share capital, reflected in the Trade Register, will be as follows:

"LIST-TYPE SHAREHOLDERS

Name of the list: LIST TYPE SHAREHOLDERS

Capital contribution: RON 13,616,540

Total contribution paid: RON 13,616,540

Contribution paid in lei: RON 13,616,540

Number of shares: 68,082,700

Share of profit and loss: 100% / 100

DECISION NO. 11

In the presence of the shareholders representing 65.0477% (43,256,717 shares) of the share capital and 65.0477% (43,256,717 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 97.3271% (42,100,504 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0286% (12,384 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail (there are 2,920 abstentions and 1,140,909 votes not casted):

Approved:

The establishment of the date of:

(i)                   17.05.2024 as the registration date for the identification of the shareholders on whom the effects of the decisions adopted by the EGMS are reflected, in accordance with the provisions of art. 87 (1) of Law 24/2017;

(ii)                 16.05.2024 as "ex-date" calculated in accordance with the provisions of art. 2 para. (2) letter l) of Regulation 5/2018;

(iii)                15.05.2024 as the date of guaranteed participation, in accordance with the provisions of art. 2 paragraph (2) letter j) of Regulation 5/2018

DECISION NO. 12

In the presence of the shareholders representing 65.0477% (43,256,717 shares) of the share capital and 65.0477% (43,256,717 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 97.3257% (42,099,890 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail, with the votes "against" of the shareholders representing 0.0342% (14,808 votes) of the total votes held by the shareholders present, represented or who casted their vote by mail (there are 960 abstentions and 1,141,059 votes not casted):

Approved:

The power of attorney of Mr. Victor Gansac, with the possibility of sub-delegation, as in the name and on behalf of the Company, with full power and authority, to sign any documents, including and not limited to the EGMS Decision, the Company's Articles of Incorporation, to submit and request publication of the Decision in the Official Gazette of Romania part IV, to collect any documents, to complete any necessary formalities before the Trade Registry Office, as well as before any other authority, public institution, legal or natural person, as well as to execute any operations, in order to implement and ensure the opposability of the Decisions to be adopted by the EGMS

This decision was drawn up and signed in the name and on behalf of the shareholders, today 17.04.2024, in 3 original copies, by,