SIF Oltenia S.A.

AGM Information • Apr 29, 2025

No. 4202/29.04.2025

Translation from Romanian into English

To

BUCHAREST STOCK EXCHANGE FINANCIAL SUPERVISORY AUTHORITY

CURRENT REPORT

according to Law no. 24/2017 (R) and F.S.A. Regulation no. 5/2018 on issuers of

financial instruments and market operations

Report date: 29.04.2025 Name of the issuer: Infinity Capital Investments S.A. Headquarters: Dolj County, Craiova, Tufanele Street no. 1, postal code 200767 Phone/Fax: 0251-419.335 / 0251-419.340 Fiscal Registration Code: RO 4175676 Order number at the Trade Register: J16/1210/30.04.1993 FSA Register Number: PJR09FIAIR/160001/08.06.2021 ISIN: ROSIFEACNOR4 LEI Code: 254900VTOOM8GL8TVH59 Depozitory-Custodian: Raiffeisen Bank S.A. Depozitory: Depozitarul Central Bucuresti Share capital subscribed and paid: 47,500,000 lei Regulated market on wich the issued securities are traded on: Bucharest Stock Exchange – Shares, Premium Tier (market symbol INFINITY)

Important event to report: Decisions of the Extraordinary and Ordinary General Shareholders' Meetings of Infinity Capital Investments S.A. held on 29.04.2025, at first call

I. The Extraordinary General Meeting of Shareholders of INFINITY CAPITAL INVESTMENTS S.A., headquartered in Craiova, 1 Tufănele Street, having Tax Identification Code RO 4175676 and registered with the Trade Register under no. J16/1210/1993, duly convened on April 29, 2025, at the first call, in accordance with the convening notice published in the Official Gazette of Romania, Part IV, no. 1376/20.03.2025, in the national daily newspaper Ziarul Financiar no. 6639/20.03.2025, and in the local newspaper Gazeta de Sud no. 8678/20.03.2025, on the company's website at www.infinitycapital.ro, and on the company's page on the Bucharest Stock Exchange website, in the presence of shareholders holding 208,290,526 valid voting rights, representing 48.440% of the total valid voting rights and 43.851% of the

• 200767, Craiova, Str Tufănele nr. 1
• Tel. :0251-419.398
• Fax: 0251-419.340
• • www.infinitycapital.ro
• E-mail: public@infinitycapital.ro • Simbol BVB: INFINITY
• CIF: RO4175676
  -
  • ORC: J16/1210/30.04.1993
• Număr Registru A.S.F A.F.I.A.: PJR07.1AFIAA/160004/15.02.2018 • Număr Registru A.S.F F.I.A.I.R.: PJR09FIAIR/160001/08.06.2021
• Capital social: 47.500.000 lei
• Cod LEI (Legal Entity Identifier): 254900VTOOM8GL8TVH59

company's share capital, as of the reference date of April 17, 2025, based on Law no. 31/1990, republished, with subsequent amendments and completions, Law no. 24/2017 (republished), with subsequent amendments and completions, the applicable regulations of the Financial Supervisory Authority (A.S.F.), and the company's Articles of Association, with the votes cast as recorded in the meeting minutes, having met the legal and statutory conditions for the validity of the convening, the holding of the meeting, and the adoption of decisions, in accordance with the items on the agenda, adopted the following resolutions:

RESOLUTION no. 1

Approves the election of the meeting secretariat consisting of 2 members, namely Mrs. Cimpoeru Ana - Internal Auditor and Mrs. Teodora Negoiță Costin, with the identification data available at the company's office, Mrs. Teodora Negoiță Costin being elected as the meeting secretary who will draw up the minutes of the meeting. The proposed persons are shareholders of INFINITY CAPITAL INVESTMENTS S.A. proposed are shareholders of INFINITY CAPITAL INVESTMENTS S.A.

Votes in favour 96.640%, votes against 3.360% and abstentions 0.000% of the total votes held by shareholders present or represented.

RESOLUTION no. 2

Approves the appointment of the notary public Balaci Eugen and/or Popa Daniela-Maria of Professional Notarial Society Balaci Eugen Balaci notary in Craiova, Dolj County, to supervise, at the company's expense, the operations carried out by the secretaries of the meeting, in accordance with the provisions of Art. 129 para. (3) of Law 31/1990 (R).

Votes in favour 91.521%, votes against 8.477% and abstentions 0.002% of the total votes held by shareholders present or represented.

RESOLUTION no. 3

Approves the election of the committee for counting the votes cast by shareholders on the agenda items of the Extraordinary General Shareholders Meeting, composed of three members, namely Mrs. Vlăduțoaia Valentina, Mrs. Lazăr Mihaela-Simona and Mrs. Țalea Mihaela, with identification data available at the company's headquarters. The proposed persons are shareholders of INFINITY CAPITAL INVESTMENTS S.A.

Votes in favour 96.640%, votes against 3.360% and abstentions 0.000% of the total votes held by shareholders present or represented.

RESOLUTION no. 4

Approves the transfer of the registered office of INFINITY CAPITAL INVESTMENTS SA., registered at the Trade Register Office of the Dolj Court under number J16/1210/1993, in the F.S.A. A.F.I.A.A. Register under no. PJR07.1AFIAA/160004/15.02.2018 and in the F.S.A. F.I.A.I.R. register under the number PJRO9FIAIR160001/08.06.2021, having the unique registration code RO 4175676, from the old address in Craiova, str. Tufănele no. 1, Dolj county, to the new address in Bucharest, Sector 1, Daniel Danielopolu Street no. 2, 4th floor.

The resolution on the relocation of the INFINITY CAPITAL INVESTMENTS S.A. registered office will take effect only from the date of the authorisation issued by the Financial Supervisory Authority, in accordance with the applicable legal framework

Votes in favour 96.640%, votes against 3.360% and abstentions 0.000% of the total votes held by shareholders present or represented.

RESOLUTION no. 5

Approves the establishment of a new INFINITY CAPITAL INVESTMENTS S.A. office in Craiova, str. Tufănele no. 1, Dolj county, which will carry out the same activities from the INFINITY CAPITAL INVESTMENTS S.A. object of activity, namely the Main field of activity code CAEN 649 - Other financial intermediation activities, except insurance and pension funding activities, and the main activity code CAEN 6499 - Other financial intermediation n.e.c., except insurance and pension funding activities.

The resolution on the establishment of the office in Craiova, str. Tufănele no. 1, Dolj county, will take effect from the date on which the Financial Supervisory Authority issues the authorisation for the establishment of the office, in accordance with the applicable legal framework, subject to the approval and authorisation of the resolution under item 4 of the agenda

Votes in favour 96.640%, votes against 3.360% and abstentions 0.000% of the total votes held by shareholders present or represented.

RESOLUTION no. 6

Approves the amendment of the company's Articles of Association as follows: Article 2 paragraph 1 is amended and will read as follows: ''Art. 2 Registered office and duration of the company (1) The registered office of the company is located in Romania, Bucharest, Sector 4th

floor.''

1, Daniel Danielopolu Street no. 2,

Votes in favour 96.640%, votes against 3.360% and abstentions 0.000% of the total votes held by shareholders present or represented.

RESOLUTION no. 7

Approves the implementation of a Stock Option Plan, the objective of which is to grant option rights for the acquisition of shares free of charge by directors, executives, employees, in order to retain, maintain and motivate them, as well as to reward them for their work within the Company. The programme will take place under the following conditions:

(a) Under the Stock Option Plan, option rights will be granted for a maximum of 2,000,000 shares, allocated to directors, officers, employees.

(b) In the case of option rights granted to company directors, officers, employees, the option right may be exercised after a period established by the decision of the Board of Directors to implement the Stock Option Plan.

(c) Company directors, officers, and employees may participate in the Stock Option Plan according to performance criteria established by the Board of Directors.

(d) The Board of Directors shall be empowered to take all necessary actions and complete all formalities required for the approval and implementation of the Stock Option Plan, such as, but not limited to:

(i) to determine the criteria on the basis of which option rights will be granted to the staff of the Company;

(ii) to determine the positions in the organisation chart, as well as in the structure of the Board of Directors, for which the stock option plan programme will be applicable; (iii) the period between the date of granting the option and the date of exercising the option;

(iv) the conditions for exercising the right of option and, implicitly, for acquiring shares;

(v) the period within which the holder of the option right must exercise the option right;

(vi) preparation and publication of information documents in accordance with the law, etc.

(e) Implementation will be carried out by the Company's Board of Directors, in compliance with the Resolution of the Extraordinary General Shareholders Meeting, and/or with the assistance of a specialised consultant.

(f) The implementation of the programmes shall be carried out in compliance with the legal obligations to draw up and publish disclosure documents in accordance with the law and the applicable F.S.A. regulations.

Votes in favour 96.446%, votes against 3.554% and abstentions 0.000% of the total votes held by shareholders present or represented.

RESOLUTION no. 8

Approves the implementation of a share buyback programme by the Company, in compliance with the applicable legal provisions and having the following main characteristics:

(i) Purpose of the program: The Company will buy-back shares within the program for distribution free of charge to the Company's directors, managers, employees, in order to gain their loyalty, as well as to reward them for the activity carried out within the Company, according to the performance criteria to be established by the Board of Directors.

(ii) Maximum number of shares which may be bought-back: not more than 2,000,000 shares;

(iii) Minimum price per share: 0.1 lei;

(iv) Maximum price per share: 4.5 lei;

(v) Duration of the programme: maximum 18 months from the date of registration in the trade register;

(vi) Payment for shares acquired under the programme will be made from the company's distributable profits or available reserves as shown in the last approved annual financial statements, excluding legal reserves, as per the 2023 financial statements, in accordance with the provisions of art. 1031 letter d) of Companies Law No. 31/1990.

Votes in favour 96.446%, votes against 3.554% and abstentions 0.000% of the total votes held by shareholders present or represented.

RESOLUTION no. 9

Approves the implementation of a share buyback program by the Company, in accordance with the applicable legal provisions, under the following conditions: i) the size of the programme: buy-back of a maximum of 40,000,000 own shares with a nominal value of 0.10 lei/share;

ii) the acquisition price of shares: the minimum purchase price shall be RON 0.10 per share, while the maximum price shall be 4.50 lei/share;

iii) duration of the programme: a maximum of 18 months from the date of registration with the Trade Register;

iv) payment for bought-back shares will be made from the company's distributable profits or available reserves as shown in the last approved annual financial statements, excluding legal reserves, as per the 2023 financial statements, in accordance with the provisions of art. 1031 letter d) of the Companies Law No. 31/1990;

v) purpose of the programme to reduce the share capital by cancelling the boughtback shares.

Votes in favour 96.642%, votes against 3.358% and abstentions 0.000% of the total votes held by shareholders present or represented.

RESOLUTION no. 10

Approves the mandate of the INFINITY CAPITAL INVESTMENTS S.A. Senior Management to carry out, in compliance with the legal requirements, the share buyback programme, including but not limited to the determination of the method for acquiring its own shares.

Votes in favour 96.642%, votes against 3.358% and abstentions 0.000% of the total votes held by shareholders present or represented.

RESOLUTION no. 11

Approve the power of attorney for the President/General Manager of INFINITY CAPITAL INVESTMENTS S.A., with the possibility of substitution, to sign the decisions of the Extraordinary General Shareholders Meeting, the amended and updated form of the articles of association and any other related documents, to represent the company and to carry out all acts and formalities of publicity, registration and implementation of the decisions adopted by the General Shareholders Meeting at the Trade Register Office, the Financial Supervisory Authority, Depozitarul Central S.A. and any other authorities.

Votes in favour 96.642%, votes against 3.358% and abstentions 0.000% of the total votes held by shareholders present or represented.

RESOLUTION no. 12

Approve 20.05.2025 as the registration date (ex-date: 19.05.2025), in accordance with the applicable legal provisions, for determining the shareholders onto whom the effects of the resolutions adopted shall be passed.

Votes in favour 96.640%, votes against 3.358% and abstentions 0.002% of the total votes held by shareholders present or represented.

II. The Ordinary General Meeting of Shareholders of INFINITY CAPITAL INVESTMENTS S.A., having the Tax Identification Code (CUI) RO 4175676 and registered with the Trade Registry under no. J16/1210/1993, duly convened on April 29, 2025, at the first call, in accordance with the convening notice published in the Official Gazette of Romania, Part IV, no. 1.376/20.03.2025, in the national daily newspaper Ziarul Financiar no. 6.639/20.03.2025, in the local newspaper Gazeta de Sud no. 8.678/20.03.2025, on the company's website at www.infinitycapital.ro, and on the company's page on the website of the Bucharest Stock Exchange, in the presence of shareholders holding 208,290,526 valid voting rights, representing 48.440% of the total valid voting rights and 43.851% of the company's share capital as of the reference date of April 17, 2025, based on Law no. 31/1990, republished, as subsequently amended and supplemented, Law no. 24/2017 (republished), as subsequently amended and supplemented, the applicable regulations of the Financial Supervisory Authority (A.S.F.), and the company's Articles of Incorporation, with the votes cast as recorded in the minutes of the meeting, and having met the legal and statutory conditions for the validity of the convening, holding of the meeting, and adoption of resolutions, corresponding to the items on the agenda, has adopted the following resolutions:

RESOLUTION No. 1

Approves the election of the meeting secretariat consisting of 2 members, namely Mrs. Cimpoeru Ana - Internal Auditor and Mrs. Teodora Negoiță Costin, with the identification data available at the company's office, Mrs. Teodora Negoiță Costin being elected as the meeting secretary who will draw up the minutes of the meeting. The proposed persons are shareholders of INFINITY CAPITAL INVESTMENTS S.A. proposed are shareholders of INFINITY CAPITAL INVESTMENTS S.A.

Votes in favour 96.640%, votes against 3.358% and abstentions 0.002% of the total number of votes cast.

RESOLUTION No. 2

Approves the appointment of the notary public Balaci Eugen and/or Popa Daniela-Maria of Professional Notarial Society Balaci Eugen Balaci notary in Craiova, Dolj County, to supervise, at the company's expense, the operations carried out by the secretaries of the meeting, in accordance with the provisions of Art. 129 para. (3) of Law 31/1990 (R).

Votes in favor 91.521%, votes against 8.479%, and abstentions 0.000% of the total number of votes cast.

RESOLUTION No. 3

Approves the election of the committee for counting the votes cast by shareholders on the agenda items of the Extraordinary General Shareholders Meeting, composed of three members, namely Mrs. Vlăduțoaia Valentina, Mrs. Lazăr Mihaela-Simona and Mrs. Țalea Mihaela, with identification data available at the company's headquarters. The proposed persons are shareholders of INFINITY CAPITAL INVESTMENTS S.A.

Votes in favor 96.640%, votes against 3.358%, and abstentions 0.002% of the total number of votes cast.

RESOLUTION No. 4

Approves the ratification of the appointment of Deloitte Audit S.R.L., pursuant to and within the limits of the audit contract concluded for the purpose of sustainability reporting for the financial year 2024, in accordance with the requirements of paragraph 11 of Article 62 of Law No. 162/2017 on the statutory audit of annual financial statements and consolidated financial statements, as well as amending certain regulatory acts.

Votes in favor 96.640%, votes against 3.360%, and abstentions 0.000% of the total number of votes cast.

RESOLUTION No. 5

(1) The separate financial statements of INFINITY CAPITAL INVESTMENTS S.A. as at 31.12.2024, prepared in accordance with Rule no. 39/2015 for the approval of Accounting Regulations in accordance with International Financial Reporting Standards, applicable to entities authorised, regulated and supervised by the Financial Supervisory Authority in the Financial Instruments and Investments Sector, as well as the Investor Compensation Fund, as presented, based on the Report of the Board of Directors and the Report of the Financial Auditor (including the provision set up for the incentives of employees, members of the senior management with mandate contract and members of the Board of Directors, as provided for in the INFINITY CAPITAL INVESTMENTS S.A.'s Articles of Association, Remuneration Policy approved by Resolution of the Ordinary General Shareholders Meeting No. 10 of 29.04.2024 and the Mandate Contracts of the senior management. The establishment and distribution of the fund for senior management and directors shall be carried out in accordance with the provisions of the Remuneration Policy approved by the Resolution of the Ordinary General Shareholders Meeting no. 10 of 29.04.2024, and for employees, the power of distribution shall be delegated to senior management).

(2) The Consolidated Financial Statements of INFINITY CAPITAL INVESTMENTS S.A. as at 31.12.2024, prepared in accordance with Rule No. 39/2015 for the approval of the Accounting Regulations in accordance with International Financial Reporting Standards, applicable to entities authorised, regulated and supervised by the Financial Supervisory Authority in the Financial Instruments and Investments Sector, as well as the Investor Compensation Fund, are approved as presented, based on the Report of the Board of Directors and the Report of the Financial Auditor.

Votes in favor 96.640%, votes against 3.360%, and abstentions 0.000% of the total number of votes cast.

RESOLUTION No. 6

Approves the distribution of the net profit for the financial year 2024 in the amount of 124,615,270 lei, to Other reserves, for own sources, in order to support future investments, as proposed by the Board of Directors.

Votes in favor 96.640%, votes against 3.360%, and abstentions: 0.000% of the total number of votes cast.

RESOLUTION No. 7

Approves the administrators' accounts for the work carried out in the financial year 2024, corresponding to the duration of the mandate held:

• Sorin-Iulian Cioacă (period 01.01.2024 03.12.2024 and period 04.12.2024 31.12.2024); Votes in favor 96.640%, votes against 3.360%, and abstentions 0.000% of the total number of votes cast.
• Mihai Trifu (period 01.01.2024 03.12.2024 and period 04.12.2024 31.12.2024); Votes in favor 96.640%, votes against 3.360%, and abstentions 0.000% of the total number of votes cast.
• Codrin Matei (period 01.01.2024 03.12.2024 and period 04.12.2024 31.12.2024); Votes in favor 96.640%, votes against 3.360%, and abstentions 0.000% of the total number of votes cast.
• Mihai Zoescu (period 01.01.2024 03.12.2024 and period 04.12.2024 31.12.2024); Votes in favor 96.640%, votes against 3.360%, and abstentions 0.000% of the total number of votes cast.
• Andreea Cosmănescu (period 01.01.2024 03.12.2024 and period 04.12.2024 31.12.2024).

Votes in favor 96.640%, votes against 3.360%, and abstentions 0.000% of the total number of votes cast.

RESOLUTION No. 8

Approves the Investment Strategy and the Revenue and Expenditure Budget for 2025.

Votes in favor 96.640%, votes against 3.360%, and abstentions 0.000% of the total number of votes cast.

RESOLUTION No. 9

Approves the Report on the remuneration of the Infinity Capital Investments S.A. Directors for the year 2024.

Votes in favor 96.446%, votes against 3.554%, and abstentions 0.000% of the total number of votes cast.

RESOLUTION No. 10

Approves the date of 20.05.2025 as the registration date (ex-date 19.05.2025), in accordance with the applicable legal provisions, for determining the shareholders on whom the effects of the resolutions adopted shall be passed.

Votes in favor 96.640%, votes against 3.358%, and abstentions 0.002% of the total number of votes cast.

Sorin - Iulian CIOACĂ President of the Board of Directors

Mirela Dănescu Compliance Officer