Electro-Alfa International S.A. - EAI

Resolutions of the OGMS & EGMS dated 29.05.2026

Published: 5/29/2026 7:32:08 PM

IRIS Code: 43BE5


Body

To:

Bucharest Stock Exchange

Romanian Financial Supervisory Authority

 

CURRENT REPORT 18/2026

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

29.05.2026

Name of the Company

Electro-Alfa International S.A.

Registered Office

15 Calea Nationala, Botosani, Botosani

Phone

+40 754 908 742

Email

investitori@electroalfa.ro

Registration nr. with Trade Registry

J1994001310079

Fiscal Code

7348194

Subscribed and paid share capital

RON 47,136,076.75

Total number of shares

188,544,307

Symbol

EAI

Market where securities are traded

Bucharest Stock Exchange, Main Market, Premium Tier

Important events to be reported: Resolutions of the OGMS & EGMS dated 29.05.2026

The management of Electro-Alfa International S.A. (hereinafter referred to as the "Company”) informs the market that on 29.05.2026, starting with 10:00 AM, at ALFA Academy headquarters at 30E Calea Nationala, Botosani, Botosani county, took place the Ordinary General Meeting of Shareholders of the Company, and starting with 11:00 AM, at the same location, the Extraordinary General Meeting of Shareholders 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 of the Company are attached to this current report.

 

Stefan Petrea

CEO


 

 

RESOLUTIONS OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

ELECTRO – ALFA INTERNATIONAL S.A.

Calea Nationala, No. 15, Botosani County, Botosani

J1994001310079, CUI 7348194, EUID: ROONRC.J1994001310079,

subscribed and fully paid-in share capital: RON 47,136,076.75

No. 2 dated 29 May 2026

 

The shareholders of ELECTRO – ALFA INTERNATIONAL S.A., registered with the Botosani Trade Registry under no. J1994001310079, Sole Registration Code 7348194, European Unique Identifier (EUID): ROONRC.J1994001310079, having its registered office at Calea Nationala, No. 15, Botosani, Botosani County, Romania, having subscribed and fully paid-in share capital of RON 47,136,076.75 (“Electro Alfa” or the “Company”) have met today, 29 May 2026, at 10:00 (Romanian time) at the address Calea Nationala, No. 30E, at the headquarters of Academia ALFA, Botosani, Botosani County, Romania, in the Ordinary General Meeting of Shareholders (the “OGMS”), at the first convocation, pursuant to the convening notice published in the Official Gazette of Romania, Part IV, no. 2485 dated 27 April 2026 and in Ziarul Bursa no. 75 dated 27 April 2026, respectively in the Official Gazette of Romania, Part IV, no. 2919 dated 15 May 2026 and in Ziarul Bursa no. 88 dated 15 May 2026.

Following the acknowledgement that the legal and statutory conditions for holding the OGMS have been met and the discussions on the items listed on the agenda, the shareholders present have adopted the following resolutions, which have been duly recorded in the minutes of the meeting:

 

RESOLUTION NO. 1

In the presence of shareholders representing 85.3852% (160,988,943 shares) of the share capital and 85.3852% (160,988,943 voting rights) of the total voting rights, with the “for” vote of shareholders representing 99.9999% (160,988,320 votes) of the votes of shareholders present, represented or who cast their vote by correspondence, with the “against” vote of shareholders representing 0.0001% (141 votes) of the votes of shareholders present, represented or who cast their vote by correspondence (with 482 abstentions and 0 uncast votes):

 Approved:

The election of Mr. Arhip Mihai Alexandru (and in his absence, the election of Mr. Constantin Todi) as meeting secretary of the OGMS, all of them having the identification data available at the Company’s headquarters.

 

RESOLUTION NO. 2

In the presence of shareholders representing 85.3878% (160,993,848 shares) of the share capital and 85.3878% (160,993,848 voting rights) of the total voting rights, with the “for” vote of shareholders representing 99.8948% (38,393,378 votes) of the votes of shareholders present, represented or who cast their vote by correspondence, with the “against” vote of shareholders representing 0.1052% (40,429 votes) of the votes of shareholders present, represented or who cast their vote by correspondence (with 122,555,136 abstentions and 4,905 uncast votes):

 Approved:

(i) The annual financial report for 2025, consisting of the consolidated annual financial statements prepared for the fiscal year ended on 31 December 2025, in accordance with the International Financial Reporting Standards, as amended and supplemented, the consolidated annual report of the Board of Directors and the independent auditor’s report, given that the Company’s shares were admitted to trading on the Main Market operated by the Bucharest Stock Exchange as of March 3, 2026; and (ii) the individual financial statements prepared in accordance with Order of the Minister of Public Finance No. 1802/2014, as amended, as of and for the fiscal year ended 31 December 2025, the Board of Directors’ individual report for the fiscal year ended 31 December 2025, and the independent auditor’s report.

In the financial year ended on 31 December 2025, the Company has registered net profit in the amount of RON 99,746,604, which will be allocated as retained earnings.

 

 

RESOLUTION NO. 3

The following item on the OGMS agenda has not been subject to voting in the OGMS, as it became moot following the addition of item 2 to the OGMS agenda:

Approval of the annual financial report for the year 2025 consisting of the annual financial statements prepared for the financial year ended on 31 December 2025 in accordance with the Order of the Minister of Public Finance no. 2844/2016 for the approval of accounting regulations in compliance with the International Financial Reporting Standards, as subsequently amended and supplemented, together with the annual report prepared by the Board of Directors and the independent auditor’s report, considering that the Company’s shares were admitted to trading on the Main Market operated by the Bucharest Stock Exchange as of 03.03.2026. In the financial year ended on 31 December 2025, the Company has registered net profit in the amount of RON 99,746,604, which will be allocated as retained earnings.

 

RESOLUTION NO. 4

In the presence of shareholders representing 85.3878% (160,993,848 shares) of the share capital and 85.3878% (160,993,848 voting rights) of the total voting rights, with the “for” vote of shareholders representing 99.9967% (160,988,455 votes) of the votes of shareholders present, represented or who cast their vote by correspondence, with the “against” vote of shareholders representing 0.0033% (5,393 votes) of the votes of shareholders present, represented or who cast their vote by correspondence (with 0 abstentions and 0 uncast votes):

 Approved:

The distribution of dividends in the amount of RON 39,594,304 (gross dividend amount), representing a gross dividend per share of RON 0.21, from the undistributed profit for the financial years 2023 and 2024.

 

 

RESOLUTION NO. 5

In the presence of shareholders representing 85.3878% (160,993,848 shares) of the share capital and 85.3878% (160,993,848 voting rights) of the total voting rights, with the “for” vote of shareholders representing 99.9996% (38,393,088 votes) of the votes of shareholders present, represented or who cast their vote by correspondence, with the “against” vote of shareholders representing 0.0004% (141 votes) of the votes of shareholders present, represented or who cast their vote by correspondence (with 122,600,619 abstentions and 0 uncast votes):

 Approved:

The discharge of liability of the Board of Directors for the financial year ended on 31 December 2025.

 

 

RESOLUTION NO. 6

In the presence of shareholders representing 85.3878% (160,993,848 shares) of the share capital and 85.3878% (160,993,848 voting rights) of the total voting rights, with the “for” vote of shareholders representing 87.9186% (132,446,876 votes) of the votes of shareholders present, represented or who cast their vote by correspondence, with the “against” vote of shareholders representing 12.0814% (18,200,303 votes) of the votes of shareholders present, represented or who cast their vote by correspondence (with 10,346,594 abstentions and 75 uncast votes):

 Approved:

The Remuneration Policy of the Company, in accordance with the OGMS supporting documentation.

 

 

RESOLUTION NO. 7

In the presence of shareholders representing 85.3878% (160,993,848 shares) of the share capital and 85.3878% (160,993,848 voting rights) of the total voting rights, with the “for” vote of shareholders representing 87.4114% (126,468,631 votes) of the votes of shareholders present, represented or who cast their vote by correspondence, with the “against” vote of shareholders representing 12.5886% (18,213,481 votes) of the votes of shareholders present, represented or who cast their vote by correspondence (with 16,311,736 abstentions and 0 uncast votes):

 Approved:

The remuneration of the members of the Board of Directors, in accordance with the Company’s remuneration policy.

 

 

RESOLUTION NO. 8

In the presence of shareholders representing 85.3878% (160,993,848 shares) of the share capital and 85.3878% (160,993,848 voting rights) of the total voting rights, with the “for” vote of shareholders representing 99.9999% (160,095,817 votes) of the votes of shareholders present, represented or who cast their vote by correspondence, with the “against” vote of shareholders representing 0.0001% (141 votes) of the votes of shareholders present, represented or who cast their vote by correspondence (with 897,890 abstentions and 0 uncast votes):

 Approved:

The income and expenses budget for the financial year 2026, in accordance with the OGMS supporting documentation.

 

 

RESOLUTION NO. 9

In the presence of shareholders representing 85.3878% (160,993,848 shares) of the share capital and 85.3878% (160,993,848 voting rights) of the total voting rights, with the “for” vote of shareholders representing 99.9999% (160,988,495 votes) of the votes of shareholders present, represented or who cast their vote by correspondence, with the “against” vote of shareholders representing 0.0001% (141 votes) of the votes of shareholders present, represented or who cast their vote by correspondence (with 5,212 abstentions and 0 uncast votes):

 Approved:

The acknowledgement of the resignation from the mandate of member of the Board of Directors by Mr. Arhip Mihai – Alexandru, effective as of the date of the OGMS resolution, i.e. 29 May 2026.

 

 

RESOLUTION NO. 10

In the presence of shareholders representing 85.3878% (160,993,848 shares) of the share capital and 85.3878% (160,993,848 voting rights) of the total voting rights, with the “for” vote of shareholders representing 99.2419% (159,727,029 votes) of the votes of shareholders present, represented or who cast their vote by correspondence, with the “against” vote of shareholders representing 0.7581% (1,220,141 votes) of the votes of shareholders present, represented or who cast their vote by correspondence (with 46,678 abstentions and 0 uncast votes):

 Approved:

The election of Mrs. Valentina Elena Siclovan as member of the Board of Directors, for a mandate equal to that of the current members of the Board of Directors, i.e. a mandate of 3 years, 5 months and 5 days, until 03.11.2029.

 

 

RESOLUTION NO. 11

In the presence of shareholders representing 85.3878% (160,993,848 shares) of the share capital and 85.3878% (160,993,848 voting rights) of the total voting rights, with the “for” vote of shareholders representing 99.9999% (160,988,512 votes) of the votes of shareholders present, represented or who cast their vote by correspondence, with the “against” vote of shareholders representing 0.0001% (141 votes) of the votes of shareholders present, represented or who cast their vote by correspondence (with 290 abstentions and 4,905 uncast votes):

 Approved:

The appointment of KPMG Audit S.R.L., for a mandate of one year starting with the date of the OGMS resolution and until 29 May 2027, as auditor of the Company with respect to the sustainability reporting/sustainability statement prepared in accordance with the requirements of Directive (EU) 2022/2464 on corporate sustainability reporting (“CSRD”) and of Delegated Act no. 5303/2023 on European sustainability reporting standards supplementing the CSRD Directive transposed into national legislation through Order of the Minister of Public Finance 85/2024 for regulating aspects related to sustainability reporting (“OMFP 85/2024”), as well as the authorisation of the Board of Directors, in the name and on behalf of the Company, with full power and authority:

·         to negotiate the terms and conditions of the mandate of KPMG Audit S.R.L., as well as to negotiate, approve and sign any documents, respectively to carry out any necessary, useful or opportune legal acts and deeds in connection with the above; and

·         to empower the Company’s representatives to sign any such documents, to fulfil any such formalities and to carry out any such actions.

 

 

RESOLUTION NO. 12

In the presence of shareholders representing 85.3878% (160,993,848 shares) of the share capital and 85.3878% (160,993,848 voting rights) of the total voting rights, with the “for” vote of shareholders representing 99.9999% (160,990,907 votes) of the votes of shareholders present, represented or who cast their vote by correspondence, with the “against” vote of shareholders representing 0.0001% (141 votes) of the votes of shareholders present, represented or who cast their vote by correspondence (with 2,790 abstentions and 10 uncast votes):

 Approved:

The appointment of KPMG Audit S.R.L. for a mandate of one year starting with the date of the OGMS resolution and until 29 May 2027 for the review of the individual and consolidated financial statements of the Company starting with the financial year ending on 31 December 2026, as well as the authorisation of the Board of Directors, in the name and on behalf of the Company, with full power and authority:

·         to negotiate the terms and conditions of the mandate of KPMG Audit S.R.L., as well as to negotiate, approve and sign any documents, respectively to carry out any necessary, useful or opportune legal acts and deeds in connection with the above; and

·         to empower the Company’s representatives to sign any such documents, to fulfil any such formalities and to carry out any such actions.

 

 

RESOLUTION NO. 13

In the presence of shareholders representing 85.3878% (160,993,848 shares) of the share capital and 85.3878% (160,993,848 voting rights) of the total voting rights, with the “for” vote of shareholders representing 99.9999% (160,993,707 votes) of the votes of shareholders present, represented or who cast their vote by correspondence, with the “against” vote of shareholders representing 0.0001% (141 votes) of the votes of shareholders present, represented or who cast their vote by correspondence (with 0 abstentions and 0 uncast votes):

 Approved:

Setting the date of:

(i) 30.06.2026 as registration date, identifying the shareholders who will benefit from the effects of the resolutions adopted by the OGMS, in accordance with the provisions of Article 87 para. (1) of Law no. 24/2017;

(ii) 29.06.2026 as “ex-date”, computed in accordance with the provisions of Article 2 para. (2) letter (l) of Regulation no. 5/2018;

(iii) 20.07.2026 as payment date, computed in accordance with the provisions of Article 178 para. (2) of Regulation no. 5/2018.

As they are not applicable to this OGMS, the shareholders do not decide on the other aspects set out in Article 176 para. (1) of Regulation no. 5/2018 such as date of the guaranteed participation.

 

 

RESOLUTION NO. 14

In the presence of shareholders representing 85.3878% (160,993,848 shares) of the share capital and 85.3878% (160,993,848 voting rights) of the total voting rights, with the “for” vote of shareholders representing 99.9999% (160,993,600 votes) of the votes of shareholders present, represented or who cast their vote by correspondence, with the “against” vote of shareholders representing 0.0001% (141 votes) of the votes of shareholders present, represented or who cast their vote by correspondence (with 107 abstentions and 0 uncast votes):

 Approved:

The authorisation of Mr. Ciubotaru Gheorghe, as Chairman of the Board of Directors, with the right to sub-delegate, in the name and on behalf of the Company, with full power and authority, to execute any documents, including, but without limitation to, the OGMS resolution, to file and to request the publication of the resolution in Part IV of the Official Gazette of Romania, to pick up any documents, as well as to fulfil any necessary formalities in front of the Trade Registry Office, as well as in front of any other authority, public institution, legal entities and individuals, as well as to carry out any acts for implementing and ensuring the opposability of the resolutions which will be adopted by the OGMS.

This resolution has been drawn up and signed in the name and on behalf of the shareholders, today, 29 May 2026, by the OGMS Chairman, Mr. Gheorghe Ciubotaru, and by the OGMS Secretary, Mr. Mihai-Alexandru Arhip.

 

 

OGMS CHAIRMAN

 

GHEORGHE CIUBOTARU

 

 

 

OGMS SECRETARY

 

MIHAI-ALEXANDRU ARHIP

 


 

RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

ELECTRO – ALFA INTERNATIONAL S.A.

Botosani, Calea Nationala, No. 15

J1994001310079, Sole Registration Code 7348194, EUID: ROONRC.J1994001310079,

subscribed and fully paid-in share capital: RON 47,136,076.75

No. 3 dated 29 May 2026

 

The shareholders of ELECTRO – ALFA INTERNATIONAL S.A., having its registered office at Botosani, Calea Nationala, No. 15, Botosani County, Romania, registered with the Botosani Trade Registry under no. J1994001310079, Sole Registration Code 7348194, European Unique Identifier (EUID): ROONRC.J1994001310079, having subscribed and fully paid-in share capital of RON 47,136,076.75 (the “Company”) have met today, 29 May 2026, at 11:00 (Romanian time) at the address Calea Nationala, No. 30E, at the headquarters of Academia ALFA, Botosani, Botosani County, Romania, in the Extraordinary General Meeting of Shareholders (the “EGMS”), at the first convocation, pursuant to the convening notice published in the Official Gazette of Romania, Part IV, no. 2485 dated 27 April 2026 and in Ziarul Bursa no. 75 dated 27 April 2026, respectively in the Official Gazette of Romania, Part IV, no. 2919 dated 15 May 2026 and in Ziarul Bursa no. 88 dated 15 May 2026.

Following the acknowledgement of the fulfilment of the legal and statutory conditions for the holding of the EGMS and the deliberations on the matters listed on the agenda, the shareholders present adopted the following resolutions, which were duly recorded in the minutes of the meeting:

 

RESOLUTION NO. 1

In the presence of shareholders representing 85.3773% (160,974,062 shares) of the share capital and 85.3773% (160,974,062 voting rights) of the total voting rights, with the “for” vote of the shareholders representing 99.9997% (160,973,524 votes) of the votes of the shareholders present, represented or who cast their vote by correspondence, with the “against” vote of the shareholders representing 0.0001% (141 votes) of the votes of the shareholders present, represented or who cast their vote by correspondence (with 397 abstentions and 0 uncast votes):

Approved:

The election of Mr. Arhip Mihai Alexandru (and in his absence, the election of Mr. Constantin Todi) as meeting secretary of the EGMS, all of them having the identification data available at the Company’s headquarters.

 

RESOLUTION NO. 2

In the presence of shareholders representing 85.3773% (160,974,062 shares) of the share capital and 85.3773% (160,974,062 voting rights) of the total voting rights, with the “for” vote of the shareholders representing 99.9961% (160,967,840 votes) of the votes of the shareholders present, represented or who cast their vote by correspondence, with the “against” vote of the shareholders representing 0.0008% (1,289 votes) of the votes of the shareholders present, represented or who cast their vote by correspondence (with 4,933 abstentions and 0 uncast votes):

Approved:

The extension of the operational credit facilities contracted by the Company in accordance with the EGMS supporting documentation, including the approval of the credit limits, interest rates, commissions, related guarantees and any other relevant terms and conditions, as well as the authorisation of the Board of Directors, with the right to sub-delegate, to negotiate and sign, in the name and on behalf of the Company, with full power and authority, and to carry out all necessary, useful or opportune documents for the implementation of this resolution.

 

RESOLUTION NO. 3

In the presence of shareholders representing 85.3773% (160,974,062 shares) of the share capital and 85.3773% (160,974,062 voting rights) of the total voting rights, with the “for” vote of the shareholders representing 99.2376% (159,746,795 votes) of the votes of the shareholders present, represented or who cast their vote by correspondence, with the “against” vote of the shareholders representing 0.7589% (1,221,636 votes) of the votes of the shareholders present, represented or who cast their vote by correspondence (with 5,631 abstentions and 0 uncast votes):

Approved:

The Company’s entering into factoring and/or reverse factoring facilities, up to a maximum cumulative ceiling of RON 50,000,000 (or the equivalent in any other currency), in order to support the operational activity of the Company, as well as the authorisation of the Board of Directors, with the right to sub-delegate, in the name and on behalf of the Company, with full power and authority, to negotiate, approve the final form, sign and carry out all necessary documents and formalities for the implementation of this resolution.

 

RESOLUTION NO. 4

In the presence of shareholders representing 85.3773% (160,974,062 shares) of the share capital and 85.3773% (160,974,062 voting rights) of the total voting rights, with the “for” vote of the shareholders representing 99.9999% (160,973,846 votes) of the votes of the shareholders present, represented or who cast their vote by correspondence, with the “against” vote of the shareholders representing 0.0001% (141 votes) of the votes of the shareholders present, represented or who cast their vote by correspondence (with 0 abstentions and 75 uncast votes):

Approved:

The amendment of article 41 of the Articles of Association of the Company, which shall have the following content:

“41. Each share shall confer one vote in the General Meeting of Shareholders. The voting right cannot be assigned. For the adoption of resolutions in the Ordinary General Meeting of Shareholders and in the Extraordinary General Meeting of Shareholders, the majority shall be calculated exclusively based on the votes “for” and “against”. Abstentions shall not be taken into account when determining the majority. Accordingly, any reference in these Articles of Association to “votes held by the Shareholders present or represented” shall be construed as a reference to “votes cast (representing votes “for” and “against”, without abstentions being taken into account)” by the shareholders present or represented.”

 

RESOLUTION NO. 5

In the presence of shareholders representing 85.3773% (160,974,062 shares) of the share capital and 85.3773% (160,974,062 voting rights) of the total voting rights, with the “for” vote of the shareholders representing 99.9996% (160,973,341 votes) of the votes of the shareholders present, represented or who cast their vote by correspondence, with the “against” vote of the shareholders representing 0.0003% (488 votes) of the votes of the shareholders present, represented or who cast their vote by correspondence (with 0 abstentions and 233 uncast votes):

Approved:

The empowerment of the Board of Directors to issue any decision and to fulfil all necessary, useful and/or opportune legal acts and deeds, respectively to update article 43.3 of the Articles of Association of the Company, for the fulfilment of the resolution to be adopted by the OGMS in accordance with items 9 and 10 of the OGMS agenda.

 

RESOLUTION NO. 6

In the presence of shareholders representing 85.3773% (160,974,062 shares) of the share capital and 85.3773% (160,974,062 voting rights) of the total voting rights, with the “for” vote of the shareholders representing 99.9999% (160,973,921 votes) of the votes of the shareholders present, represented or who cast their vote by correspondence, with the “against” vote of the shareholders representing 0.0001% (141 votes) of the votes of the shareholders present, represented or who cast their vote by correspondence (with 0 abstentions and 0 uncast votes):

Approved:

Setting the date of:

·         23.06.2026 as registration date for the identification of the shareholders who will benefit from the effects of the resolutions adopted by the EGMS, in accordance with the provisions of Article 87 para. (1) of Law no. 24/2017; and

·         22.06.2026 as “ex-date”, computed in accordance with the provisions of Article 2 para. (2) letter (l) of Regulation no. 5/2018.

As they are not applicable to this EGMS, the shareholders do not decide on the other aspects set out in Article 176 para. (1) of Regulation no. 5/2018 such as date of the guaranteed participation or payment date.

RESOLUTION NO. 7

In the presence of shareholders representing 85.3773% (160,974,062 shares) of the share capital and 85.3773% (160,974,062 voting rights) of the total voting rights, with the “for” vote of the shareholders representing 99.9998% (160,973,814 votes) of the votes of the shareholders present, represented or who cast their vote by correspondence, with the “against” vote of the shareholders representing 0.0001% (141 votes) of the votes of the shareholders present, represented or who cast their vote by correspondence (with 107 abstentions and 0 uncast votes):

Approved:

The authorisation of Mr. Ciubotaru Gheorghe, as Chairman of the Board of Directors, with the right to sub-delegate, in the name and on behalf of the Company, with full power and authority, to execute any documents, including, but without limitation to, the EGMS resolution, the Articles of Association of the Company, to file and to request the publication of the resolution in Part IV of the Official Gazette of Romania, to pick up any documents, as well as to fulfil any necessary formalities in front of the Trade Registry Office, as well as in front of any other authority, public institution, legal entities and individuals, as well as to carry out any acts for implementing and ensuring the opposability of the resolutions which will be adopted by the EGMS.

This resolution has been drawn up and signed in the name and on behalf of the shareholders, today, 29 May 2026, by the EGMS Chairman, Mr. Gheorghe Ciubotaru, and by the EGMS Secretary, Mr. Mihai-Alexandru Arhip.

 

EGMS CHAIRMAN

 

GHEORGHE CIUBOTARU

 

EGMS SECRETARY

 

MIHAI-ALEXANDRU ARHIP