Mecanica Ceahlau

AGM Information • Mar 12, 2025

MECANICA CEAHLAU S.A.

- PIATRA NEAMT –

CONVOCATION

The Board of Directors of Mecanica Ceahlău S.A. with its registered office in Piatra Neamț, 6 Dumbravei Street, Neamț County, registered with the Trade Register under no. J1991000008271, Unique registration code 2045262, met on 12.03.2025, in accordance with the provisions of Law no. 31/1990 and Law no. 24/2017, convenes the Extraordinary General Meeting of Shareholders on 14.04.2025, at 12:00 and the Ordinary General Meeting of Shareholders on 14.04.2025, at 13:00, which will take place at company's registered office, in Piatra Neamţ, 6 Dumbravei Street, Neamţ County, for all shareholders registered with the Trade Register at the end of 01.04.2025, with the following agenda:

FOR THE EXTRAORDINARY GENERAL MEETING:

1. Election of the meeting secretariat from among the company's shareholders, in accordance with Article 129, paragraph (2) of Law no. 31/1990;

2. Amendment of the company's Articles of Association in accordance with the provisions of Law no. 31/1990 on companies and Law no. 24/2017, as follows:

Modification of Article 12, paragraph 2, letter c)

Modified version:

c) Changing the company's field of activity and main object of activity

Completion of Article 18, second paragraph with letter t), as follows:

t) Approves the change, expansion, or restriction of the object of activity, except for the field and main activity, which remain the responsibility of the Extraordinary General Meeting

If the amendments to the Articles of Association are approved, the updated version will be submitted to the Trade Register

3. Authorization of the Chairman of the Board of Directors to sign the modified and updated Articles of Association.

4. Empowerment of the General Manager to prepare all the necessary documents for the registration of the EGMS decision with the Trade Register Office and to take the steps to ensure the advertising of the decisions adopted. The General Manager may empower other persons to perform the previously mentioned registrations;

5. Approval of the date of 15.05.2025 (ex-date 14.05.2025) as the date for the identification of the shareholders who are to benefit from rights and who are to suffer from the effects of the EGSM [AGEA] resolutions.

FOR THE ORDINARY GENERAL MEETING:

1. Election of the meeting secretariat from among the company's shareholders, in accordance with Article 129, paragraph (2) of Law no. 31/1990;

2. Approval of the individual financial statements for the financial year ending on 31 December 2024, prepared in accordance with accounting regulations aligned with International Financial Reporting Standards (IFRS), accompanied by the independent auditor's report, the annual report of the Board of Directors, and the remuneration report of Mecanica Ceahlau SA for the 2024 financial year;

3. Informing shareholders about the amount of undistributed net profit from the 2022 financial year, reflected in retained earnings;

4. Approval of the discharge of management for the administrators for the year 2024.

5. Approval of the general remuneration limits for administrators and company directors, in accordance with Article 153¹⁸ of Law no. 31/1990

6. Approval of the revised Remuneration Policy for the company's management structure, in compliance with Law no. 24/2017 on issuers of financial instruments and market operations.

7. Empowerment of the General Manager to prepare all the necessary documents for the registration of the OGMS decision with the Trade Register Office and to take the steps to ensure the advertising of the decisions adopted. The General Manager may empower other persons to perform the previously mentioned registrations

8. Approval of the date of 15.05.2025 (ex-date 14.05.2025) as the date for the identification of the shareholders who are to benefit from rights and who are to suffer from the effects of the OGSM [AGOA] resolutions.

Shareholders' right to participate in general meetings of shareholders

The access of shareholders to the General Meetings is made by simple proof of their identity, made in the case of individual shareholders with their identity card, and in the case of legal entity shareholders and represented individual shareholders, with a special or general proxy given to the individual representing them.

The special proxy is granted by the shareholder to a person and contains specific voting instructions from the issuing shareholder for each item on the agenda.

The shareholder may appoint a single representative and an alternate representative in cases where the appointed representative is unable to fulfil his mandate. A shareholder is allowed to grant a Special Power of Attorney to a single representative.

The Special Power of Attorney shall be drawn up, in Roman or English, in three original copies (one for the company, one for the principal and one for the proxy holder).

Special powers of attorney in original, accompanied by a photocopy of the identity card or registration certificate of the represented shareholder and a photocopy of the identity card or registration certificate of the representative, shall be submitted or transmitted at the company's registered office on working days between 09:00 – 16:00 or sent as an electronic document with an extended electronic signature, in accordance with Law no. 455/2001 on electronic signature, by e-mail to asistent.manager@mecanicaceahlau.ro, by the deadline - 11.04.2025 at 15:00.

Representation of shareholders at the General Meeting by other persons may also be made on the basis of a general power of attorney, accompanied by the Affidavit of the intermediary's legal representative (defined in Art. 2 para. (1) item 19 of Law no. 24/2017) or the lawyer who has received the power of representation under the applicable legal conditions.

The general power of attorney is granted by the shareholder for the entire holding on the reference date and shall be deposited with the Company in copy, bearing a reference to the original under the signature of the representative. General Powers of Attorney shall be submitted or transmitted, together with a photocopy of the identity card or registration certificate of the represented shareholder and a photocopy of the identity card or registration certificate of the representative shall be submitted or transmitted, at the Company's registered office on working days, between 09:00 – 16:00 or transmitted as an electronic document with an extended electronic signature, in accordance with Law no. 455/2001 on electronic signature, by e-mail to asistent.manager@mecanicaceahlau.ro, by the deadline - 11.04.2025 at 15:00.

Shareholders registered on the record date (01.04.2025) in the register of shareholders have the possibility to vote by correspondence before the General Meeting of Shareholders by using the postal voting form.

The postal voting forms in original, written in Romanian or in English, together with the copy of the identity card or registration certificate of the shareholder shall be submitted or transmitted, at the company's registered office on working days, between 09:00 – 16:00 or sent as an electronic document with an extended electronic signature, in accordance with Law no. 455/2001 on electronic signature, by e-mail to asistent.manager@mecanicaceahlau.ro, by the deadline - 11.04.2025 at 15:00

Information, materials and documents relating to the items on the agenda, draft resolutions, will be made available to shareholders at the company's headquarters and on its website www.mecanicaceahlau.ro from 14.03.2025 in both Romanian and English.

The special proxy forms as well as the postal voting form will be made available to shareholders at the company's registered office and on its website www.mecanicaceahlau.ro as of 14.03.2025 in both Romanian and English.

One or more shareholders representing, individually or jointly, at least 5% of the share capital of the Company, may exercise the rights provided for in Article 105 para. (3) of Law no. 24/2017 on issuers of financial instruments and market operations and art. 189, art. 199 of ASF Regulation no. 5/2018 on issuers of financial instruments and market operations in conjunction with the provisions of art. 117 index 1 of Law no. 31/1990 on companies, only in writing, until 27.03.2025 at 12:00, by submitting the documents, in original, to the Company's registered office or by sending them with an extended electronic signature, by e-mail to asistent.manager@mecanicaceahlau.ro, in accordance with Law no. 455/2001 on electronic signature. Requests must be accompanied by a justification and/or a draft resolution proposed for adoption by the General Meeting of Shareholders.

Shareholders may ask questions in writing on items on the agenda of the General Meeting from 14.03.2025 until 11.04.2025 at 15:00.

If the required quorum is not met at the first meeting, the second General Meeting will be held on 15.04.2025, at the same time, location, and with the same agenda.

Further information can be obtained at the Company's registered office and by telephone on 0233-211104 extension 117 or by e-mail: asistent.manager@mecanicaceahlau.ro

Chairman of the Board of Directors

Trifa Aurelian-Mircea-Radu