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Santierul Naval Orsova S.A.

AGM Information Apr 28, 2025

2348_iss_2025-04-28_1a0eae53-1255-41a5-9772-04117aa3a821.pdf

AGM Information

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ŞANTIERUL NAVAL ORŞOVA S.A. Nr. RC J25/150/1991 CIF: RO 1614734 Capital social: - subscris 28.557.297,5 lei - varsat 28.557.297,5 lei Str. Tufări, nr. 4, Orşova, 225200, Mehedinţi Tel.: 0252/362.399; 0252/361.885; Fax: 0252/360.648 E-mail: [email protected]; [email protected] Codul LEI (Legal Entity Identifier): 254900UXAJ8TPIKLXG79 Cod IBAN: RO96RNCB0181022634120001- B.C.R. Orşova Cod IBAN: RO59BRDE260SV03176142600- B.R.D. Orşova

To:

THE STOCK EXCHANGE – Department for Operations Issuers of Regulated Markets FINANCIAL MONITORING AUTHORITY – Sector of Instruments and Financial Investment

CURRENT REPORT ACCORDING TO LAW NO. 24/2017 AND TO THE ASF REGULATION NO. 5/2018 CONCERNING THE ISSUERS OF FINANCIAL INSTRUMENTS AND MARKET OPERATIONS

Report date: 28.04.2025

Name of the trading company: ŞANTIERUL NAVAL ORŞOVA S.A.; Registered office: 4, TUFĂRI Street, ORŞOVA, MEHEDINŢI County; Telephone/fax:0252/362399 0252/360648; Single registration code issued by the Trade Register: RO 1614734; Registered number with the Trade Register's Office: J25/150/03.04.1991; Code Lei: 254900UXAJ8TPIKLXG79 Subscribed and paid in share capital: 28,557,297.5 Lei Number of shares: 11.422.919 common shares, of 2,5 lei each;

Regulated market where the issued securities are traded: Bucharest Stock Exchange-category Standard (symbol: SNO)

IMPORTANT EVENT TO REPORT:

DECISION OF THE ORDINARY GENERAL MEETING SHAREHOLDERS No. 62 from 28.04.2025

The ordinary general meeting of shareholders of the company Şantierul Naval Orsova-S.A., Convened for April 28/29, 2025, carried out its works at the first convocation, respectively April 28, 2025, at 10 00, at the main headquarters of the company from Orsova, str .Tufari no.4, being fulfilled the conditions of publicity and quorum according to the legal provisions (Companies Law no.31 / 1990, republished, with subsequent amendments; Law no.24 / 2017 and ASF Regulation no.5 / 2018 on issuers of financial instruments and market operations), as it results from the minutes of the technical secretariat of the meeting, respectively:

• The announcement regarding the convening of the ordinary general meeting of shareholders was published at least 30 days before the meeting in:

  • «Official Gazette» part IV, number 1348 of 19.03.2025;

  • The daily "Datina" no9788 from 20.03.2025;

  • The daily newspaper "BURSA" no. 49 from 19.03.2025;

• The materials subject to debate were published on the company's website www.snorsova.ro, at the deadline announced in the call, respectively 21.03.2025, with the right of access for all interested parties.

• From the total number of shareholders registered in the register of shareholders, provided by The Depositary of Central SA Bucharest, on the reference date 10.04.2025, expressed their votes - both directly and by correspondence, a number of 6 shareholders holding 94,26081% of the share capital, the quorum conditions being met, according to the provisions of art. 112 (1) of the Companies Law no. 31/1990, republished, with the subsequent amendments and completions and of art. 15 par. (3) of the Articles of Association of the company.

After discussing all the materials presented in the agenda and taking into account the votes cast, directly and by correspondence, the Ordinary General Meeting of Shareholders

DECIDES:

Art.1. The election of the meeting secretariat consisting of two members, respectively Mrs. Maria Cirstoiu, and Mr. Horia Ciorecan, shareholders with the identification data available at the company's headquarters, in charge of verifying the presence of shareholders, fulfilling the formalities required by law and the constitutive act for holding the general assembly, counting the votes expressed during the meeting of the general assembly and drawing up the minutes of the meeting is approved.

This article was adopted with 10,767,336 validly cast votes, representing 94.26081% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,767,336 "for" votes;

  • 0 votes "against";

  • 0 abstentions;

Art.2. The results of the revaluation of tangible assets of constructions and means of naval transport are approved. The registration of the revaluation differences in the amount of 7,182,712.83 lei in the accounting records on 12/31/2024 is approved.

This article was adopted with 10,767,336 validly cast votes, representing 94.26081% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,767,336 "for" votes;

  • 0 votes "against";

  • 0 abstentions;

Art.3. The annual financial statements, related to the 2024 financial year, are approved, based on the Management Report of the Board of Directors and the Statutory Financial Auditor's Report.

This article was adopted with 10,767,336 validly cast votes, representing 94.26081% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,767,336 "for" votes;

  • 0 votes "against";

  • 0 abstentions;

Art.4. Approve the distribution of the net profit achieved in 2024, in the amount of 5,936,339.64 lei, to the following destinations:

-5,825,688.69 lei for the distribution of dividends (0.51 lei gross/share);

  • 110,650.95 lei as own source of financing.

This article was adopted with 10,767,336 validly cast votes, representing 94.26081% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,767,336 "for" votes;

  • 0 votes "against";

  • 0 abstentions;

Art.5. The Revenue and Expenditure Budget and the investment program for the year 2025 are approved, according to the administrators' proposal.

This article was adopted with 10,767,336 validly cast votes, representing 94.26081% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,767,336 "for" votes;
  • 0 votes "against";
  • 0 abstentions;

Art. 6. The Remuneration Report for the 2024 financial year is approved.

This article was adopted with 10,767,336 validly cast votes, representing 94.26081% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,767,336 "for" votes;
  • 0 votes "against";

  • 0 abstentions;

Art. 7. The discharge of administrators for the 2024 financial year is approved.

This article was adopted with 10,767,336 validly cast votes, representing 94.26081% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,767,336 "for" votes;

  • 0 votes "against";

  • 0 abstentions;

Art. 8. The appointment of SIACONS SRL as the company's external financial auditor for a 1 year mandate, respectively for auditing the financial statements for the financial year 2025, taking into account the expiration of the contract of the incumbent auditor, is approved. The Board of Directors is mandated to negotiate and conclude the external financial audit contract.

This article was adopted with 10,767,336 validly cast votes, representing 94.26081% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,767,336 "for" votes;

  • 0 votes "against";

  • 0 abstentions;

Art. 9. The fixed remuneration due to administrators for the financial year 2025 is approved, according to art. 19 (2) of the Constitutive Act, at the level approved by the shareholders for the financial year 2024.

This article was adopted with 10,767,336 validly cast votes, representing 94.26081% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,767,336 "for" votes;

  • 0 votes "against";

  • 0 abstentions;

Art. 10. It is approved to carry out in the financial year 2025 the accounting registration under "revenue" of the dividends not collected for more than 3 years from the due date, for which the right to the dividend is extinguished by prescription, respectively the dividends related to the financial year 2020 existing in the balance as unpaid on 31.12.2024 in the amount of 279,618.25 lei.

This article was adopted with 10,767,336 validly cast votes, representing 94.26081% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,767,336 "for" votes;

  • 0 votes "against";

  • 0 abstentions;

Art. 11. The date of Juny 12, 2025 is approved as the registration date and the ex-date of Juny 11, 2025 for the identification of the shareholders affected by the decision of the Ordinary General Meeting of Shareholders.

This article was adopted with 10,767,336 validly cast votes, representing 94.26081% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,767,336 "for" votes;

  • 0 votes "against";

  • 0 abstentions;

Art.12. The date of June 30, 2025 is approved as the date of payment of the dividends established in point 4 above, in accordance with the provisions of art.187, point 11 of ASF Regulation no. 5/2018 on issuers of financial instruments and market operations, as subsequently amended and supplemented. The costs related to the payment of dividends will be borne by the beneficiary shareholders, from the value of the net dividend.

This article was adopted with 10,767,336 validly cast votes, representing 94.26081% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,767,336 "for" votes;

  • 0 votes "against";

  • 0 abstentions;

Art. 13. The authorization of Mr. Mircea Ion Sperdea, general manager of the company, to sign the decision of the ordinary general meeting of shareholders (AGMA) and any other documents necessary to implement the decision of the AGMA and to carry out the formalities of its publication and registration is approved.

This article was adopted with 10,767,336 validly cast votes, representing 94.26081% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,767,336 "for" votes;

  • 0 votes "against";

  • 0 abstentions;

This decision is an integral part of the minutes prepared by the commission appointed for this purpose and will be published according to the legal provisions, regarding the continuous information of the shareholders.

This decision, adopted with the quorum established by law, will be submitted within the legal term to the Mehedinti Trade Register Office to be mentioned in the register and published in the Official Gazette of Romania, part IV, and a copy accompanied by the other documents provided in the legal norms will be submitted to the Financial Supervision Authority and the Bucharest Stock Exchange, through the care of the general manager of the company, Mr. Eng. Sperdea Mircea Ion.

PRESIDENT OF THE MEETING MEETING SECRETARY EC. ION DUMITRU CIORECAN HORIA

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