Cemacon S.A.

Pre-Annual General Meeting Information • Jun 23, 2017

Calea Dorobanților nr. 48, Clădirea Silver Business Center Telefon +4 0364 711 030; Fax +4 0360 816 083 E-mail office@cemacon.ro www.cemacon.ro

To

• Financial Supervisory Authority
• - Bucharest Stock Exchange

CURRENT REPORT

According to the National Securities Commission Regulation no. 1/2006 regarding the securities issuers and operations and according to Law no. 297/2004 regarding the capital market, Law 24/2017 regarding the issuers of financial instruments and market operations

Report date: 23.06.2017

Name of issuing entity: CEMACON S.A.

Registered office: Cluj-Napoca, Calea Dorobantilor, nr. 48, etaj 1, Cluj county

Tel/Fax: 0260/602.408

Sole registration code with the Trade Register Office: RO 677858

Serial number with the Trade Register: J12/2466/2012

Subscribed and paid capital: 11,399,021.8 lei

Regulated market on which the securities issued are traded: Bucharest Stock Exchange – Standard category.

Important event to report: On 20.06.2017, within the meeting of the Board of Directors of CEMACON S.A, it was decided to summon the Ordinary General Assembly of the Shareholders on 24.07.2017, 11:00 am, at the office situated in Cluj-Napoca, Dorobanților, nr. 48, etaj 1, Cluj county, for all the shareholders registered with the Shareholder Register managed by Depozitarul Central S.A., at the end of 13.07.2017, established as the reference day. In case of noncompliance with the statutory conditions or any other validity conditions, the Ordinary General Assembly of the Shareholders will take place on 25.07.2017, 11:00 am, in the same place, with the same agenda for all the shareholders registered with the Shareholder Register at the same reference date.

The Ordinary General Assembly of the Shareholders shall have the following ítems on its agenda:

1. Approving the resolution of the Board of Directors of 29.05.2017, regarding the approval of the claim value of the company's managers, namely the general director and the financial director, worth 2,465,038 lei, as a result of the resolution of the Ordinary General Assembly of the Shareholders of 25.10.2013, by converting their right into cash to a number of 5,699,511 shares, accounting for 5% of the share capital of the company, by multiplying this number of shares with the average market value of the last 90 days preceding the date of the resolution of the Board of Directors.

2. 1. The amendment of art. 1 of the resolution of the Ordinary General Assembly of the Shareholders of 25.10.2013 concerning the special remuneration (bonus package) granted to the company's managers, namely granting a total number of 5,846,132 shares, accounting for 5% of the share capital of the company, as follows:
3. 2.1. On condition of approving point 1, regarding the increase of the share capital and withdrawal of the first refusal right, found on the agenda of the Extraordinary General Assembly of the Shareholders summoned for 24/25.07.2017 , 13:00 pm, a number of 2,932,413 of shares, accounting for 2.573% of the share capital, shall be subscribed by the company's directors, beneficiaries of the additional remuneration by setting off the claim of 2,465,038 lei, established under the resolution of the Board of Directors of 29.05.2017 .
4. 2.2. The remaining 2,913,718 shares accounting for the difference up to 5% of the share capital of the company will be granted free of charge, on condition of approving point 2 on the agenda of the Extraordinary General Assembly of the Shareholders summoned for 24/25.07.2017, 13:00 pm, following the successful completion of the takeover bid of the company in view of obtaining the company's own shares.
5. 2.3. If the takeover bid to obtain the company's own shares shall not be carried out, in the takeover bid to obtain the company's own shares, are subscribed less than 2,913,718 shares, the difference between the number of shares to be granted free of charge to the directors and the number of shares granted as a result of the share capital increase operations and the operations of obtaining its own shares, laid down in points 2.1 and 2.2, shall be converted into cash at the value of the weighted average price of the last 90 days, subsequently, the company is to pay the directors the amount resulting from the conversion.
6. 1. Approving the date of 11.08.2017 as the registration date regarding the identification of the shareholders affected by the resolutions of the Ordinary general Assembly of the Shareholders, under art. 2 of Regulation no. 6/2006 of the National Securities Commission.
7. 1. Approving the date of 10.08.2017 as the date of ex-date.
8. 1. Empowerment of the Chairman of the Board of Directors, Mr Stoleru Liviu-Ionel, identified with Identity Card, series ZC nr. 142900, identified by Identity Card with series ZC no. 142900, issued on 29.09.2015, by the Bacău Public Community Service of Personal Records, with Personal Identification Number 1711020040049, domiciled in Bacau Municipality, Str. Mioritei nr. 10, sc. D, ap. 4, Bacau county, to sign all the resolutions to be adopted by the OGA on behalf of the shareholders and to fulfil all the legal formalities in order to execute and record the resolutions and decisions adopted, with the possibility to grant power of attorney to third parties. Through the power of attorney granted, Mr Stoleru Liviu-Ionel, as well as by empowered third parties, will be able, without limiting to the following, to fulfil all the formalities required in order to sign the OGA resolutions for and on behalf the shareholders and to take any measures

Calea Dorobanților nr. 48, Clădirea Silver Business Center Telefon +4 0364 711 030; Fax +4 0360 816 083 E-mail office@cemacon.ro www.cemacon.ro

and fulfil any formalities required in order to implement and record the decisions taken by the shareholders, in relation to the Financial Supervisory Authority, the Central Securities Depository, the Bucharest Stock Exchange, the Trade Register Office and any other authorities, natural persons or legal entities involved.

1. Empowerment of Mr Pușcaș Bogdan, legal advisor of the Company, domiciled in Cluj-Napoca, str. Fabricii, nr. 4, apartment 91, holder of ID card with serial CJ, no. 178807, issued by the Cluj Napoca Local Public Community Service of Personal Records, on 06.01.2016, to fulfil all the formalities for the recording and registration with the Trade Register Office of the specifications related to the resolutions adopted by the Ordinary General Assembly of the Company.

No other events to report.

Chairman of the Board of Directors

Mr Stoleru Liviu-Ionel