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Mecanica Ceahlau

AGM Information Apr 18, 2024

2335_iss_2024-04-18_3ded9af3-625d-496f-849b-b39d3b1fd686.pdf

AGM Information

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The Company "MECANICA CEAHLAU" S.A. - PIATRA NEAMT -

Attention to:

AUTHORITY FOR FINANCIAL MONITORING BUCHAREST [ASF] BUCHAREST STOCK EXCHANGE

CURRENT REPORT

in compliance with the provisions under Law 24/2017 and of the Regulation Nº 5/2018 of ASF Report date: 18/04/2024

Issuing entity: S.C. "Mecanica Ceahlău" SA

Registered Office: Municipality of Piatra Neamt, Str. Dumbravei, Nº 6

Phone/Fax: 0233/211104; 0233/216069

Unique Code of Registration with the Office of the Register of Commerce: 2045262

Register of Commerce Incorporation Nº: J.27/8/1991

Social capital, subscribed and paid: Lei 23,990,846.00

Regulated Market on which movables issued are traded: [Bursa de Valori] Bucharest Stock Exchange

Important events to be reported: The Ordinary General Meeting of Shareholders and Resolutions approved

1. The Ordinary General Meeting of Shareholders and Resolutions approved

The Ordinary General Meeting of the Shareholders of the company "MECANICA CEAHLAU" S.A. was held on the first convening, i.e., 18/04/2024, and was attended - in person, by representatives or by post - by a number of 3 shareholders, representing 224,339,591 shares, i.e., 93,5105% of the company's social capital.

Resolutions approved by the Ordinary General Meeting of Shareholders held on 18/04/2024

Resolution No. 1

Sole Article: It is hereby approved that the secretariat of the Ordinary General Meeting of Shareholders from among the shareholders, in compliance with the provisions of Law 31/1990, article 129, paragraph (2):

1. Ilie Mihailescu

The resolution is hereby adopted with 224,339,591 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders.

Resolution No. 2

Sole Article: It is approved the individual Financial Statements for the year 2023, accompanied by the independent financial auditor's opinion, the Board of Directors' Activity Report for the year 2023 and the Remuneration Report for the year 2023

The resolution is hereby adopted with 224,339,591 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders

Resolution No. 3

Sole Article: It is approved that the net loss realised in the financial year 2023 in the amount of RON 3,903,048.51 be covered from the profit of future years.

The resolution is hereby adopted with 224,339,591 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders.

Resolution No. 4

Sole Article: It is approved the discharge of the administrators for the year 2023

The resolution is hereby adopted with 224,339,591 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders.

Resolution No. 5

Art. 1. Are approved the general remuneration limits for the directors and directors of the company for the year 2024, as follows:

  • a) For the directors, the limits established by the Ordinary General Meeting of Shareholders of 22.11.2021 are kept.
  • b) For executive management - Fixed monthly net remuneration:
Managing
Director
EURO 4,000;
Sales
Director.
RON 11,500;
Chief
Financial
Officer.
RON 11,500;

The denomination in lei will be made at the Euro-leu exchange rate of the NBR from the date of payment.

Art. 2. The performance indicators for the year 2024 are approved

Depending on the degree of achievement of the collective and individual performance indicators, at the end of 2024, the Board of Directors will be able to grant the variable remuneration to the directors.

Art. 3. Entrustment of the Board of Directors to negotiate and conclude management contract/addendum to it with the executive directors and to ensure the retribution in the limits established by the Ordinary General Meeting of Shareholders.

The resolution is hereby adopted with 224,339,591 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders.

Resolution No. 6

Sole Article: Empowerment of the General Manager's power to carry out all the necessary documents for the registration of the OGMS decision to National Trade Register Office and taking steps to ensure the publicity of the adopted decisions. The General Manager may also mandate other persons to perform the previously mentioned records.

The resolution is hereby adopted with 224,339,591 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders

Resolution No. 7

Sole Article: It is hereby approved that the date of 15.05.2024 (ex-date 14.05.2024) shall be set as the date for the identification of the shareholders that are to benefit from oights and who are to be subject to the effects of the resolutions adopted by the Ordinary General Meeting of Shareholders

The resolution is hereby adopted with 224,339,591 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders

President of the Board of Directors Trifa Aurelian-Mircea-Radu

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