CURRENT REPORT
according to Law no. 24/2017 (R) and F.S.A. Regulation no. 5/2018 on issuers of financial instruments and market operations
Report date: 13.05.2026
Name of the issuer: Infinity Capital Investments S.A.
Headquarters: Bucharest, Sector 1, Daniel Danielopolu Street, no. 2, 4th Floor, zip code: 014134
Phone/Fax: 0374-967.802/0374-987.390
Fiscal Registration Code: RO 4175676
Order number at the Trade Register: J1993001210167
F.S.A. Register Number: PJR09FIAIR/160001/08.06.2021
ISIN: ROSIFEACNOR4
LEI Code: 254900VTOOM8GL8TVH59
Depozitory-Custodian: Raiffeisen Bank S.A.
Depozitory: Depozitarul Central Bucuresti
Share capital subscribed and paid: 39,000,000 lei
Regulated market on which the issued securities are traded on: Bucharest Stock Exchange – Shares, Premium Tier (market symbol INFINITY)
Important event to report: Decisions of the Extraordinary General Shareholders’ Meeting of Infinity Capital Investments S.A. held on 13.05.2026, at first call
The Extraordinary General Meeting of Shareholders of Infinity Capital Investments S.A., having Tax Identification Number (CUI) RO 4175676 and Trade Register No. J1993001210167, with its registered office in Bucharest, Sector 1, 2 Daniel Danielopolu Street, 4th floor, duly convened and held on 13 May 2026, at the first convening, pursuant to the notice published in the Official Gazette of Romania, Part IV, no. 1878/27.03.2026, in the national newspaper Ziarul Financiar no. 6895/30.03.2026, in the Financial Intelligence newspaper dated 27.03.2026, on the company’s website at www.infinitycapital.ro and on the company’s page on the website of the Bucharest Stock Exchange, in the presence of shareholders holding 112,242,965 valid voting rights, representing 31.353% of the total valid voting rights and 28.780% of the company’s share capital, as at the reference date of 27.04.2026, pursuant to Law no. 31/1990 republished, as subsequently amended and supplemented, Law no. 24/2017 (republished), as subsequently amended and supplemented, the applicable F.S.A. regulations and the company’s own Articles of Incorporation, with the votes cast as recorded in the minutes of the meeting, with all legal and statutory requirements regarding the validity of the convening, holding of the meeting and adoption of resolutions being fulfilled, in relation to the items on the agenda, adopted the following resolutions:
RESOLUTION no. 1
Elects the meeting secretariat consisting of 2 members, namely Mrs. Cimpoeru Ana - internal auditor and Mrs. Teodora Negoita Costin, with the identification data available at the company's office, Mrs. Teodora Negoita Costin being elected as the meeting secretary who will draw up the Meeting’s minutes. The proposed persons are shareholders of INFINITY CAPITAL INVESTMENTS S.A.
Votes in favor: 100.000%, votes against: 0.000%, and abstentions: 0.000% of the total votes held by the shareholders present or represented.
RESOLUTION no. 2
Appoints the notary public Agachi-Stratulat Sergiu, from the Professional Notarial Society Popovici&Agachi in Bucharest, to supervise, at the company’s expense, the operations carried out by the meeting secretaries, in accordance with the provisions of art. 129 para. (3) of Law no. 31/1990.
Votes in favor: 90.507%, votes against: 9.493%, and abstentions: 0.000% of the total votes held by the shareholders present or represented.
RESOLUTION no. 3
Elects the committee for counting the votes cast by shareholders on the agenda for the Extraordinary General Shareholders Meeting, composed of three members, namely Mrs. Vladutoaia Valentina, Mrs. Lazar Mihaela-Simona and Mrs. Talea Mihaela, with identification data available at the company's registered office. The proposed persons are shareholders of INFINITY CAPITAL INVESTMENTS S.A.
Votes in favor: 100.000%, votes against: 0.000%, and abstentions: 0.000% of the total votes held by the shareholders present or represented.
RESOLUTION no. 4
Approves the reduction of the INFINITY CAPITAL INVESTMENTS S.A. subscribed share capital from 39,000,000 lei to 35,985,443.30 lei, by cancelling 30,145,567 own shares acquired by the Company following the public offer for the purchase of own shares in the period 09.03.2026 - 20.03.2026, in application of the buyback programme approved by the Extraordinary General Shareholders Meeting on 01.10.2025.
After the share capital reduction, the subscribed share capital of INFINITY CAPITAL INVESTMENTS S.A. will be 35,985,443.30 lei, divided into 359,854,433 shares with a nominal value of 0.10 lei/share.
Consequently, after the reduction of the share capital, the company's articles of association is amended as follows:
Paragraph 1 of art. 4 of the company's articles of association is amended, after the reduction of the share capital, as follows:
“(1) The subscribed and paid-up share capital is 35.985.443,30 lei.”
The first paragraph of art. 5 of the company's articles of association is amended after the reduction of the share capital as follows:
“(1) The share capital is divided into 359,854,433 shares with a nominal value of 0.1 lei each.”
The reduction of the subscribed share capital is carried out pursuant to Art. 207 para. (1) letter c) of the Companies Law no. 31/1990 R and will be effective upon fulfilment of the legal conditions, respectively: (i) publish the Extraordinary General Shareholders Meeting resolution approving the reduction of the share capital in the Official Gazzette of Romania, Part IV -; (ii) endorse the amendments regarding art. 4 para. 1 and art. 5 para. 1 of the company's articles of association by the Financial Supervisory Authority; (iii) registration the Extraordinary General Shareholders Meeting resolution approving the reduction of the share capital with the Trade Register.
Votes in favor: 100.000%, votes against: 0.000%, and abstentions: 0.000% of the total votes held by the shareholders present or represented.
RESOLUTION no. 5
Approves the amendment of the company's Articles of Association as follows:
Art. 4 para. 1 is amended and will read as follows:
’’ Art. 4 Share capital
(1) The subscribed and paid-up share capital is 35,985,443.30 lei.
Art. 5 para. 1 is amended and will read as follows:
Art. 5 Shares
“(1) The share capital is divided into 359,854,433 shares with a nominal value of 0.1 lei each.’’
Votes in favor: 100.000%, votes against: 0.000%, and abstentions: 0.000% of the total votes held by the shareholders present or represented.
RESOLUTION no. 6
Approves the power of attorney for the President/General Manager of INFINITY CAPITAL INVESTMENTS S.A., with the possibility of substitution, to sign the decisions of the Extraordinary General Shareholders Meeting, the amended and updated form of the articles of association and any other related documents, to represent the company and to carry out all acts and formalities of publicity, registration and implementation of the decisions adopted by the General Shareholders Meeting at the Trade Register Office, the Financial Supervisory Authority, Depozitarul Central S.A. and any other authorities.
Votes in favor: 100.000%, votes against: 0.000%, and abstentions: 0.000% of the total votes held by the shareholders present or represented.
RESOLUTION no. 7
Approves 16.06.2026 as the registration date (former date: 15.06.2026), in accordance with the applicable legal provisions, in order to determine the shareholders on whom the effects of the adopted resolutions are to be passed.
Votes in favor: 100.000%, votes against: 0.000%, and abstentions: 0.000% of the total votes held by the shareholders present or represented.
Sorin-Iulian CIOACA
President of the Board of Directors
Mirela Danescu
Compliance Officer