TO: BUCHAREST STOCK EXCHANGE (BSE)
ADDRESS: 34-36 Carol I Boulevard, Bucharest, postal code 020922
FINANCIAL SUPERVISORY AUTHORITY
Financial Investments and Instruments Sector
Issuers, Transactions Monitoring and Market Abuse Department
15 Splaiul Independentei, district 5, Bucharest
Current report in compliance with the Law 24/2017, republished, on issuers of financial instruments and market operations, Regulation FSA no. 5/2018 on issuers of financial instruments and market operations, and the Bucharest Stock Exchange Code.
CURRENT REPORT
Date of the report: 30.04.2026
Name of the issuing company: Aquila Part Prod Com S.A.
Headquarters: Ploiesti City, 105A Malu Rosu street, Prahova County, Romania
Telephone number: 0244.594.793
Sole identification code: 6484554
Trade registry reg. no.: J29/2790/1994
Subscribed and paid capital: 180,000,360 lei
Total no. of shares: 1,200,002,400 shares
Market on which securities are traded: Bucharest Stock Exchange, Premium Tier
IMPORTANT EVENT: Resolutions of the Extraordinary General Shareholders Meeting and Ordinary General Shareholders Meeting of Aquila Part Prod Com S.A. of 29.04.2026
Catalin Vasile
CEO
AQUILA PART PROD COM S.A.
RESOLUTION OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF AQUILA PART PROD COM S.A.
OF 29.04.2026
The extraordinary general shareholders meeting of Aquila Part Prod Com S.A., a joint stock company managed based on a one-tier system and operating according to Romanian law, with registered office in Romania, Prahova county, Ploiesti, 105A Malu Rosu Str., registered at the Trade Register of Prahova Court under no. J1994002790296, tax code 6484554, having a subscribed and paid up share capital of RON 180,000,360 (the "Company"), duly and statutorily convened, according to art. 117 of Companies Law no. 31/1990, as republished, Law no. 24/2017 on issuers of financial instruments and market operations and the secondary regulations issued for its enforcement, as well as according to art. 9 of the Company’s Articles of Association, by publishing the convening notice in Romania’s Official Gazette, Part IV no. 1871 from March 27, 2026 and in the newspaper „Ziarul Adevarul” of March 27, 2026, as well as by sending the convening notice to Bucharest Stock Exchange and Financial Supervisory Authority as part of the current report from March 26, 2026, duly and statutorily gathered on April 29, 2026, 11:00 a.m., at the first call at meeting room no. 1 located at Aquila headquarters in Ploiesti, 105A Malu Rosu street, Prahova County, by the presence in person or by proxy, as well as by casting votes by correspondence, of 22 shareholders listed in the shareholder register who, as of the Record Date of April 17, 2026, held 1,080,091,664 shares carrying voting rights, representing 90.088% of the total shares carrying voting rights and 90.007% of the Company’s share capital, (the "Meeting")
DECIDES
1. Based on a total number of 1.080.091.664 shares for which valid votes were cast, namely based on 1.080.091.664 votes validly cast, accounting for 90,007% of the Company’s share capital and 90,088% of the shares carrying voting rights attached to the shares representing the Company’s share capital, out of which 1.048.836.973 votes "for" accounting for 97,10% of the total number of votes held by the shareholders present, represented or who voted by correspondence at the Meeting, 0 votes "against" accounting for 0% of the total number of votes held by the shareholders present, represented or who voted by correspondence at the Meeting and 31.254.691"abstain" votes
Approves
Conclusion of leasing financing agreements for the purpose of implementing the investment program, within a maximum aggregate cap of EUR 19,500,000 for the year 2026, as well as the establishment of related movable security interests over the financed assets, under the following maximum terms and conditions:
|
Lessor
|
Maximum Amount (EUR)
|
Maximum Tenor
|
Interest
|
Maximum Advance
|
|
Raiffeisen Leasing
|
5,500,000
|
60 months
|
3M Euribor + a margin of up to 3.5%
|
25%
|
|
Porsche Leasing
|
4,000,000
|
60 months
|
3M Euribor + a margin of up to 3.5%
|
25%
|
|
BCR Leasing
|
4,000,000
|
60 months
|
3M Euribor + a margin of up to 3.5%
|
25%
|
|
Unicredit Leasing
|
3,000,000
|
60 months
|
3M Euribor + a margin of up to 3.5%
|
25%
|
|
BT Leasing
|
3,000,000
|
60 months
|
3M Euribor + a margin of up to 3.5%
|
25%
|
2. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
Extension, by up to one (1) year, of the existing credit facilities contracted by the Company and the maintenance of the related security interests, within the terms and limits set out in the table below, as well as the increase of the credit facilities contracted by the Company with Exim Banca Romaneasca S.A. by up to EUR 5,000,000 and the establishment of security interests over inventories and trade receivables related to such additional amount:
|
Credit Institution
|
Amount (EUR)
|
Maturity Date
|
Extended Maturity Date
|
|
UniCredit Bank S.A.
|
26,700,000
|
|
|
|
Sub-limit A1 (cash only)
|
15,319,000
|
31-May-26
|
31-May-27
|
|
Sub-limit A2 (cash and non-cash)
|
231,000
|
31-May-26
|
31-May-27
|
|
Sub-limit B (non-cash only)
|
11,150,000
|
31-May-26
|
31-May-27
|
|
Exim Banca Romaneasca S.A.
|
17,000,000
|
|
|
|
Guarantee Line (LG)
|
9,600,000
|
12-Jul-26
|
12-Jul-27
|
|
Multi-facility
|
2,400,000
|
01-Aug-26
|
01-Aug-27
|
|
Additional Facility
|
5,000,000
|
|
12 months from the date of execution
|
|
Raiffeisen Bank S.A.
|
21,000,000
|
|
|
|
Overdraft
|
20,000,000
|
30-Jun-26
|
30-Jun-27
|
|
Guarantee Line (LG)
|
1,000,000
|
30-Jun-26
|
30-Jun-27
|
3. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
Contracting by the Company of a non-cash credit facility, within a total cap of up to EUR 12,000,000, as well as the establishment of customary security interests related to such financing, from one or more credit institutions, under market conditions
4. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
Increase of the Company’s share capital by the amount of RON 18,000,036 (representing share premium), from the current amount of RON 180,000,360 to RON 198,000,396, through the issuance of 120,000,240 new shares with a nominal value of RON 0.15 per share (the “Share Capital Increase”), to be distributed free of charge to the Company’s shareholders registered in the shareholders’ register kept by Depozitarul Central S.A. on the record date each shareholder will receive one (1) newly issued share for every ten (10) shares held on the record date), as well as the approval of the following related matters:
4.1. The Share Capital Increase shall be carried out through the partial incorporation of share premium, for the purpose of strengthening the Company’s equity.
4.2. Amendment of the Company’s Articles of Association as a result of the Share Capital Increase, as follows:
4.2.1. Article 4.1 shall be amended and shall read as follows:
“The share capital of the Company amounts to RON 198,000,396, fully subscribed and paid-up, of which RON 543,381.5 represents in-kind contribution and RON 197,457,014.5 represents cash contribution. The in-kind contributions consist of assets contributed by both founders of the Company in equal proportions, in the context of share capital increases Approved by shareholders’ resolutions during the period when the Company operated as a limited liability company, as registered with the Trade Register. ”
4.2.2. Article 4.2 shall be amended and shall read as follows:
“The share capital is divided into 1,320,002,640 shares, each having a nominal value of RON 0.15 per share.”
4.2.3. Annex 1 shall be amended and shall read as follows:
|
Shareholder
|
Number of Shares
|
Contribution to Share Capital (RON)
|
% of Voting Rights / Share Capital
|
Profit & Loss Participation
|
|
VMARK LIMITED, Nicosia, Cyprus
|
290,400,880
|
43,560,132
|
22%
|
22%
|
|
NAPAKATE LIMITED, Nicosia, Cyprus
|
290,400,880
|
43,560,132
|
22%
|
22%
|
|
NN Private Pension Fund, Bucharest
|
155,509,172
|
23,326,375.8
|
11.7809%
|
11.7809%
|
|
Other individual shareholders
|
119,514,082
|
17,927,112.3
|
9.0541%
|
9.0541%
|
|
Other legal entity shareholders
|
464,177,626
|
69,626,643.9
|
35.1650%
|
35.1650%
|
|
TOTAL
|
1,320,002,640
|
198,000,396
|
100%
|
100%
|
4.3. Authorization of the Company’s Board of Directors to implement the Share Capital Increase, as well as to prepare and execute any and all documents necessary for the Share Capital Increase, including the update of the Company’s Articles of Association.
4.4. Approval of the following relevant dates in connection with the Share Capital Increase:
4.4.1. 26.06.2026 – record date for identifying the shareholders to whom the effects of the resolution regarding the Share Capital Increase apply;
4.4.2. 25.06.2026 – ex-date, being the date as of which the Company’s shares are traded without the rights deriving from the Share Capital Increase;
4.4.3. 29.06.2026 – allocation date of the newly issued shares distributed free of charge;
5. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
Authorization of the Board of Directors, with the possibility of sub-delegation, to negotiate and determine the terms and conditions of the transactions Approved under items 1–3 above, to execute financing and leasing agreements, security documents and any related documentation, and to carry out all necessary formalities, within the limits Approved by the Extraordinary General Meeting of Shareholders.
6. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
Authorization of the Chairman of the Board of Directors to draft and sign, on behalf of the shareholders, the resolutions of the Extraordinary General Meeting of Shareholders and to perform any act or formality required by law for the registration of such resolutions. The Chairman of the Board of Directors may delegate all or part of the powers granted herein to any competent person(s).
The present Resolution was elaborated and signed in Ploiesti, in 4 original counterparts, each having a number of 5 pages, today 29.04.2026.
President of the Meeting Secretary of the Meeting
Alin Adrian Dociu Radu Florin Vasilescu
AQUILA PART PROD COM S.A.
RESOLUTION OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF
AQUILA PART PROD COM S.A.
OF 29.04.2026
The ordinary general shareholders meeting of Aquila Part Prod Com S.A., a joint stock company managed based on a one-tier system and operating according to Romanian law, with registered office in Romania, Prahova county, Ploiesti, 105A Malu Rosu Str., registered at the Trade Register of Prahova Court under no. J1994002790296, tax code 6484554, having a subscribed and paid up share capital of RON 180,000,360 (the "Company"), duly and statutorily convened, according to art. 117 of Companies Law no. 31/1990, as republished, Law no. 24/2017 on issuers of financial instruments and market operations and the secondary regulations issued for its enforcement, as well as according to art. 9 of the Company’s Articles of Association, by publishing the convening notice in Romania’s Official Gazette, Part IV no. 1871 and in the newspaper „Ziarul Adevarul” of March 27, 2026, as well as by sending the convening notice to Bucharest Stock Exchange and Financial Supervisory Authority as part of the current report dated March 27, 2026, duly and statutorily gathered on 29.04.2026, 12:00 pm, at the first call at meeting room no. 1 located at Aquila headquarters in Ploiesti, 105A Malu Rosu street, Prahova County, by the presence in person or by proxy, as well as by casting votes by correspondence, of 22 shareholders listed in the shareholder register who, as of the Record Date of April 17, 2026, held 1,080,091,664 voting shares, representing 90.088% of the total shares carrying voting rights and 90.007% of the Company’s share capital, (the "Meeting")
DECIDES
1. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
The individual financial statements prepared in accordance with the International Financial Reporting Standards (IFRS), for the financial year ended on 31 December 2025, based on the independent auditor’s report and the Board of Directors’ report for 2025.
2. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
The consolidated financial statements prepared in accordance with the International Financial Reporting Standards (IFRS), for the financial year ended on 31 December 2025, based on the independent auditor’s report and the Board of Directors’ report for 2025.
3. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
The annual financial report for the year 2025, in accordance with Article 65¹ of Law no. 24/2017.
4. Based on a total number of 1.004.091.664 shares for which valid votes were cast, namely based on 1.004.091.664 votes validly cast, accounting for 83,65% of the Company’s share capital and 83,75% of the shares carrying voting rights attached to the shares representing the Company’s share capital, out of which 1.004.091.664 votes "for" accounting for 100% of the total number of votes held by the shareholders present, represented or who voted by correspondence at the Meeting, 0 votes "against" accounting for 0% of the total number of votes held by the shareholders present, represented or who voted by correspondence at the Meeting and 76.000.000"abstain" votes
Approves
Discharge of liability of the members of the Board of Directors for the financial year 2025, based on the reports presented.
5. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
Presentation and approval of the Company’s individual budget of revenues and expenses for the year 2026.
6. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
The maximum aggregate remuneration of the directors under mandate agreements for the year 2026, namely the RON equivalent of EUR 24,000 net per year for the Chief Executive Officer and EUR 12,000 net per year for the Deputy Chief Executive Officer.
7. Based on a total number of 1.080.091.664 shares for which valid votes were cast, namely based on 1.080.091.664 votes validly cast, accounting for 90,007% of the Company’s share capital and 90,088% of the shares carrying voting rights attached to the shares representing the Company’s share capital, out of which 320.089.825 votes "for" accounting for 29,64% of the total number of votes held by the shareholders present, represented or who voted by correspondence at the Meeting, 760.001.839 votes "against" accounting for 70,36% of the total number of votes held by the shareholders present, represented or who voted by correspondence at the Meeting and 0"abstain" votes]
Rejects
Extension of the mandate of Mr. Buleandra Romica, member of the Company’s Audit Committee, until 30 April 2028, and maintenance of his annual remuneration at the level of EUR 2,000 net
8. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
Re-appointment of ERNST & YOUNG ASSURANCE SERVICES S.R.L., with registered office in Bucharest, Sector 1, 15–17 Ion Mihalache Boulevard, 21st floor, Bucharest Tower Center Building, registered with the Bucharest Trade Register under no. J1999005964400, sole registration code 11909783, authorized by the Chamber of Financial Auditors of Romania, as the Company’s financial auditor for the audit of the individual and consolidated annual financial statements for the financial year ending on 31 December 2026. The term of the financial audit engagement shall be one (1) year
9. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
Re-appointment of ERNST & YOUNG ASSURANCE SERVICES S.R.L., with registered office in Bucharest, Sector 1, 15–17 Ion Mihalache Boulevard, 21st floor, Bucharest Tower Center Building, registered with the Bucharest Trade Register under no. J1999005964400, sole registration code 11909783, authorised by the Chamber of Financial Auditors of Romania, for the purpose of issuing a limited assurance report on the sustainability report for the year 2026, prepared in accordance with the Corporate Sustainability Reporting Directive (CSRD).
10. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
Distribution of a gross dividend of RON 0.0145 per share.
11. Based on a total number of 1.080.091.664 shares for which valid votes were cast, namely based on 1.080.091.664 votes validly cast, accounting for 90,007% of the Company’s share capital and 90,088% of the shares carrying voting rights attached to the shares representing the Company’s share capital, out of which 1.029.391.664 votes "for" accounting for 95,31% of the total number of votes held by the shareholders present, represented or who voted by correspondence at the Meeting, 50.700.000 votes "against" accounting for 4,69% of the total number of votes held by the shareholders present, represented or who voted by correspondence at the Meeting and 0"abstain" votes]
Approves
Remuneration of the members of the Board of Directors for the year 2026, as follows: (i) the RON equivalent of EUR 4,000 net per month for each member of the Board of Directors, except for the Chairman, and (ii) the RON equivalent of EUR 5,000 net per month for the Chairman of the Board of Directors.
12. Based on a total number of 1.080.091.664 shares for which valid votes were cast, namely based on 1.080.091.664 votes validly cast, accounting for 90,007% of the Company’s share capital and 90,088% of the shares carrying voting rights attached to the shares representing the Company’s share capital, out of which 1.024.961.993 votes "for" accounting for 94,89% of the total number of votes held by the shareholders present, represented or who voted by correspondence at the Meeting, 55.129.671 votes "against" accounting for 5,11% of the total number of votes held by the shareholders present, represented or who voted by correspondence at the Meeting and 0"abstain" votes]
Approves
Submission of the remuneration report of the members of the Board of Directors and the Executive Directors for the financial year 2025 to the advisory vote of the Ordinary General Meeting of Shareholders.
163. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
Approval of 13 October 2026 as the record date for identifying the shareholders to whom the effects of the resolution of the Ordinary General Meeting of Shareholders apply, and of 12 October 2026 as the ex-date.
14. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
Setting 22 October 2026 as the dividend payment date
15. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence
Approves
Authorisation of the Chairman of the Board of Directors to sign, on behalf of the shareholders, the resolutions of the Ordinary General Meeting of Shareholders and to perform any act or formality required by law for the registration of such resolutions. The Chairman of the Board of Directors may delegate all or part of the powers granted herein to any competent person(s)
The present Resolution was elaborated and signed in Ploiesti, in 4 original counterparts, each having a number of 5 pages, today April 29, 2026.
President of the Meeting Secretary of the Meeting
Alin Adrian Dociu Florin Radu Vasilescu