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SIF Banat Crisana S.A.

AGM Information Apr 24, 2025

2303_iss_2025-04-24_3c27d879-de4b-44b6-bc7b-45493f745444.pdf

AGM Information

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ADRESA CALEA VICTORIEI 35A, ARAD 310158 • TELEFON 0257 304 438 • FAX 0257 250 165 • EMAIL [email protected]INTERNET WWW.SIF1.RO

CURRENT REPORT

according to Regulation no. 5/2018 and Law no. 24/2017 on issuers of financial instruments and market operations

Report Date: April 24, 2025

Issuer Lion Capital S.A. • Registered Office 35A Calea Victoriei, Arad 310158, Romania • Phone +40257 304 438 • Fax +40257 250 165 • Webpage www.lion-capital.ro • Email [email protected] • Tax Identification Code RO2761040 • Trade Register Number J02 / 1898 / 02.09.1992 • Number In ASF AFIAA Register PJR07.1AFIAA / 020007 / 09.03.2018 • Number In ASF FIAIR Register PJR09FIAIR / 020004 / 01.07.2021 • Legal Entity Identifier (LEI) 254900GAQ2XT8DPA7274 • Subscribed and paid-up share capital RON50,751,005.60 • Regulated market on which the issued securities are traded:Bucharest Stock Exchange (BVB) Premium category (symbol: LION)

Important event to be reported:

Resolutions of the Extraordinary General Meeting of Shareholders of April 24, 2025

The extraordinary general meeting of shareholders of the company Lion Capital S.A., established and operating in accordance with Romanian law, (hereinafter referred to as "Lion Capital" or "the Company"), headquartered in Arad, 35A Calea Victoriei, registered with the Trade Register Office attached to the Tribunal of Arad under number Arad J02/1898/1992, having the Unique Registration Code 2761040, tax attribute R, with number in ASF Register PJR07.1AFIAA/020007/09.03.2018 and PJR09FIAIR/020004/01.07.2021, with the subscribed and paid-up share capital of RON 50,751,005.60, gathered in the meeting held on April 24, 2025 starting with 12:00 hours (Romanian time), at the first call (hereinafter referred to as "EGM"),

Considering:

  • The Convening Notice submitted on March 20, 2025, to the Financial Supervisory Authority ("ASF") Sector of Financial instruments and Investments, and the Bucharest Stock Exchange (BVB), published in the Official Gazette of Romania, part IV, no. 1407 of March 21, 2025; on the on-line publications www.aradon.ro and www.FinancialIntelligence.ro on March 20, 2025, on company's website, (www.lion-capital.ro), and on the website of Bucharest Stock Exchange on March 20, 2025,
  • Lion Capital's Articles of Association in force,
  • Trading Companies Law no. 31/1990, republished with subsequent amendments and completions,
  • Law no. 74/2015 on the managers of alternative investment funds,
  • Law no. 24/2017 on issuers of financial instruments and market operations, republished, with subsequent amendments and completions,
  • Financial Supervisory Authority (ASF) Regulation no. 5/2018 on issuers of financial instruments and market operations, with subsequent amendments and completions,

Decided upon the items on the EGM Agenda as follows:

Resolution no. 1

With the direct participation, by representative or by correspondence of the shareholders holding 265,001,332 shares, representing 52.37% of the total voting rights, with the votes "for" of the shareholders representing 100% of the votes held by the shareholders present or represented, approves the election of the secretaries of the works of the extraordinary general meeting of Company's shareholders, namely the shareholders Laurentiu Riviș, Adrian Marcel Lascu and Daniela Vasi, with the identification data available at the company's headquarters, which will verify the fulfilment of all the formalities required by the law and the Articles of Association for holding the meeting, and will prepare the minutes of the meeting.

Resolution no. 2

With the direct participation, by representative or by correspondence of the shareholders holding 265,001,332 shares, representing 52.37% of the total voting rights, with the votes "for" of the shareholders representing 100% of the votes held by the shareholders present or represented, approves the election of the commission for counting the votes cast by the shareholders on the topics on the agenda of the

LION CAPITAL S.A. CUI • CIF RO2761040 RC J02/1898/1992 SUBSCRIBED AND PAID-UP CAPITAL RON 50,751,005.60

ADDRESS 35A CALEA VICTORIEI, ARAD 310158, ROMANIA TEL +40257 304 438 • FAX +40257 250 165 EMAIL [email protected] INTERNET WWW.LION-CAPITAL.RO

NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021 LEGAL IDENTITY IDENTIFIER (LEI CODE) 254900GAQ2XT8DPA7274

BANK ACCOUNT RO77 BTRL 0020 1202 1700 56XX BANCA TRANSILVANIA ARAD BRANCH

extraordinary general meeting of shareholders, consisting of Laurențiu Riviș, Daniela Vasi and Adrian Marcel Lascu, with the identification data available at the company's headquarters.

Resolution no. 3

With the direct participation, by representative or by correspondence of the shareholders holding 265,001,332 shares, representing 52.37% of the total voting rights, with the votes "for" of the shareholders representing 80.31% of the votes held by the shareholders present or represented, approves the execution of a buyback program ("Program 9") in compliance with applicable legal provisions and having the following main features:

  • (i) The purpose of Program 9: The Company will repurchase shares under Program 9 for the distribution free of charge to members of the Company's management (administrators, executive directors) in order to foster their loyalty and reward them for their activity within the Company, according to performance criteria to be established by the Board of Directors
  • (ii) The maximum number of shares that may be repurchased: 1,100,000 shares at most;
  • (iii) The minimum price per share: RON 0.1;
  • (iv) The maximum price per share: RON 9.1454;
  • (v) Duration of Program 9: a maximum of 18 months after publication of the decision in the Official Gazette of Romania, Part IV;
  • (vi) The shares acquired under Program 9 will be paid from sources permitted by law.

Besides its main characteristics, Program 9 will also include other requirements provided by law, and which are not listed above. The acquisition of shares under Program 9 will be done through all market operations allowed by law, which may include public tender offers initiated by the Company, in accordance with the law. To implement the Program 9, the Board will be empowered to take all necessary measures and fulfil all formalities required, in compliance with the above-mentioned requirements.

Resolution no. 4

With the direct participation, by representative or by correspondence of the shareholders holding 265,001,332 shares, representing 52.37% of the total voting rights, with the votes "for" of the shareholders representing 80.82% of the votes held by the shareholders present or represented, approves the use of the shares purchased under Buyback Program 9 for their distribution free of charge to members of the Company's management (administrators, executive directors) in a share-based payment plan of "Stock Option Plan" type, in compliance with applicable legislation. The Board of Directors of the company is empowered to take all necessary measures and to fulfil all the formalities required for the approval and implementation of the share-based payment plan of "Stock Option Plan" type.

Resolution no. 5

With the direct participation, by representative or by correspondence of the shareholders holding 265,001,332 shares, representing 52.37% of the total voting rights, with the votes "for" of the shareholders representing 90.51% of the votes held by the shareholders present or represented, approves the update to Lion Capital's main object of activity in accordance with the new version of the National Economy Activity Classification approved by Order no. 377/17.04.2024 of the President of the National Institute of Statistics (CAEN Rev.3) from Other financial intermediation n.e.c., CAEN code 6499, to Other financial intermediation n.e.c., except for insurance and pension funds activities, CAEN code 6499, with the result of updating Article 2 par. (1) of the Articles of Association, as follows:

"Article 2 – Company's Object of Activity

(1) The main object of activity is: Financial intermediation, except for insurance and pension funds activities, CAEN code 64, and the main business activity is Other financial Intermediation n.e.c., except for insurance and pension funds activities, CAEN code 6499. The company's object of activity consists in:

a) portfolio management;

b) risk management;

c) other activities carried out within the framework of collective management of an investment fund, as permitted by applicable legislation, such as:

(i) entity administration: legal and accounting services for the company, investor information requests, asset valuation, tax reclaim, regulatory compliance monitoring, keeping the register of

LION CAPITAL S.A. CUI • CIF RO2761040 RC J02/1898/1992 SUBSCRIBED AND PAID-UP CAPITAL RON 50,751,005.60

ADDRESS 35A CALEA VICTORIEI, ARAD 310158, ROMANIA TEL +40257 304 438 • FAX +40257 250 165 EMAIL [email protected] INTERNET WWW.LION-CAPITAL.RO

NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021 LEGAL IDENTITY IDENTIFIER (LEI CODE) 254900GAQ2XT8DPA7274

BANK ACCOUNT RO77 BTRL 0020 1202 1700 56XX BANCA TRANSILVANIA ARAD BRANCH

participation securities holders, income distribution, issuance and redemption of participation securities, settlement of transactions, including certificate issuance, and record-keeping; (ii) distribution;

(iii) activities related to AIF assets: services necessary for fulfilling the duties of AIFM management, infrastructure management, real estate asset management, advisory services related to capital structure, industrial strategy and related matters, consultancy and services for mergers and acquisitions of entities, as well as other services related to the management of AIFs and of companies and other assets in which the AIF has invested."

Resolution no. 6

With the direct participation, by representative or by correspondence of the shareholders holding 265,001,332 shares, representing 52.37% of the total voting rights, with the votes "for" of the shareholders representing 100% of the votes held by the shareholders present or represented, approves the date of May 15, 2025, as registration date (May 14, 2025, as the ex date) in accordance with the provisions of Art. 87 par. 1 of Law no. 24/2017 and ASF Regulation no. 5/2018.

Bogdan-Alexandru Drăgoi

Chairman of the Board of Directors and CEO

Compliance Officer, Ilie Gavra

ADDRESS 35A CALEA VICTORIEI, ARAD 310158, ROMANIA TEL +40257 304 438 • FAX +40257 250 165 EMAIL [email protected] INTERNET WWW.LION-CAPITAL.RO

NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021 LEGAL IDENTITY IDENTIFIER (LEI CODE) 254900GAQ2XT8DPA7274

BANK ACCOUNT RO77 BTRL 0020 1202 1700 56XX BANCA TRANSILVANIA ARAD BRANCH

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