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AGM Information • Apr 24, 2025
2303_iss_2025-04-24_9bc72166-243b-4a4a-84f6-94de1ab98e7a.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 Ordinary General Meeting of Shareholders of April 24, 2025
The ordinary general meeting of the 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, 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 10:00 hours (Romanian time), at the first call (hereinafter referred to as "OGM"),
Considering:
- The Convening Notice of the OGM submitted on March 20, 2020, 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 Lion Capital's website, (www.lion-capital.ro), and on the website of Bucharest Stock Exchange on March 20, 2025,
- The supplementation of the agenda of the Ordinary General Meeting of Shareholders (OGM), submitted on April 8, 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. 1721 of April 9, 2025, in the local online publication www.aradon.ro and the online publication www.FinancialIntelligence.ro on April 9, 2025, on the Lion Capital website (www.lion-capital.ro), and on the website of the Bucharest Stock Exchange on April 8, 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,
Decides upon the items on the OGM Agenda as follows:
Resolution no. 1
With the direct participation, by representative or by correspondence of the shareholders holding 263,654,110 shares, representing 52.10% of the total voting rights, with the votes "for" of the shareholders representing 100% of the votes cast, approves the election of the secretaries of the works of the ordinary 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.
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
Resolution no. 2
With the direct participation, by representative or by correspondence of the shareholders holding 263,654,110 shares, representing 52.10% of the total voting rights, with the votes "for" of the shareholders representing 100% of the votes cast, approves the election of the commission for counting the votes cast by the shareholders on the topics of the agenda of the ordinary 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 263,654,110 shares, representing 52.10% of the total voting rights, with the votes "for" of the shareholders representing 80.72% of the votes cast, approves the separate financial statements for the financial year 2024, based on the discussions and the reports presented by the Board of Directors and the financial auditor, including Lion Capital's remuneration report for the year 2024, as per the provisions of art. 107, par. (6) of Law no. 24/2017, republished, annex to the annual report of the Board of Directors.
Resolution no. 4
With the direct participation, by representative or by correspondence of the shareholders holding 263,654,110 shares, representing 52.10% of the total voting rights, with the votes "for" of the shareholders representing 80.71% of the votes cast, approves the allocation of the net profit for the financial year 2024, in the amount of RON 161,734,652, to Other reserves, as own funding sources.
Resolution no. 5
With the direct participation, by representative or by correspondence of the shareholders holding 263,654,110 shares, representing 52.10% of the total voting rights, with the votes "for" of the shareholders representing 80.81% of the votes cast, approves the consolidated financial statements for the year ended on December 31, 2024, based on the discussions and the reports presented by the Board of Directors and the financial auditor.
Resolution no. 6
With the direct participation, by representative or by correspondence of the shareholders holding 263,654,110 shares, representing 52.10% of the total voting rights, with the votes "for" of the shareholders representing 79.60% of the votes cast, approves the discharge of liability of the members of the Board of Directors for their activity carried out during the financial year 2024.
Resolution no. 7
With the direct participation, by representative or by correspondence of the shareholders holding 263,654,110 shares, representing 52.10% of the total voting rights, with the votes "for" of the shareholders representing 80.81% of the votes cast, approves the Income and Expenses Budget and Activity Program for the year 2025.
Resolution no. 8
With the direct participation, by representative or by correspondence of the shareholders holding 263,654,110 shares, representing 52.10% of the total voting rights, with the votes "for" of the shareholders representing 71.27% of the votes cast, approves the remuneration due to the members of the Board of Directors for the financial year 2025, at the level set by resolution of OGM of April 26, 2016.
Resolution no. 9
With the direct participation, by representative or by correspondence of the shareholders holding 263,654,110 shares, representing 52.10% of the total voting rights, with the votes "for" of the shareholders representing 71.27% of the votes cast, approves the general limits of all additional remunerations for the Board of Directors and the general limits of directors' remuneration for the financial year 2025 at the level set by Resolution no. 7 of the OGM of April 27, 2020.
Resolution no. 10
With the direct participation, by representative or by correspondence of the shareholders holding 263,654,110 shares, representing 52.10% of the total voting rights, with the votes "for" of the shareholders representing 80.66% of the votes cast, approves the election of Mr Ion Stancu, with the identification data available at the company, as administrator (member of the Board of Directors) to fill the vacant
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
position on the Board of Directors for a four-year term, from April 26, 2025, to April 26, 2029, with the person elected as administrator to exercise the duties of the position only after the Financial Supervisory Authority issues the authorization/approval decision, in accordance with applicable legal provisions.
Resolution no. 11
With the direct participation, by representative or by correspondence of the shareholders holding 263,654,110 shares, representing 52.10% of the total voting rights, with the votes "for" of the shareholders representing 80.72% of the votes cast, approves the Remuneration Policy of Lion Capital S.A., updated and supplemented, as per the provisions of Art. 106 of Law no. 24/2017 on issuers of financial instruments and market operations, republished, with subsequent amendments and completions.
Resolution no. 12
With the direct participation, by representative or by correspondence of the shareholders holding 263,654,110 shares, representing 52.10% of the total voting rights, with the votes "for" of the shareholders representing 80.81% of the votes cast, approves the date of May 15, 2025, as the 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 of 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