Pre-Annual General Meeting Information • Jun 4, 2025
Pre-Annual General Meeting Information
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Tel: 0259 456 116 Tel: 0259 444 969 Fax: 0259 462 224 e-mail: sinteza@ sinteza. ro www.sinteza.ro
VAT Reg.No .: RO 67329 Reg.No.at Commerce Register: J 1991000197056
BANK: UNICREDIT BANK IBAN EURO: RO10BACX0000000484374002 SWIFT CODE: BACXROBU
According to Law no. 24/2017 regarding issuers of financial instruments and market operationsand ASF Regulation no. 5/2018
ADDRESSEE OF THE REPORT: BUCHAREST STOCK EXCHANGE
ASF (Financial Supervisory Authority)
REPORT DATE: 04.06.2025
NAME OF THE ISSUING COMPANY: SINTEZA S.A.
HEADQUARTERS: Sos. Borsului no. 35, Oradea, BIHOR county
TELEPHONE: 0259456116; 0259444969, FAX: 0259462224
UNIQUE ORC REGISTRATION CODE: 67329
ORDER NUMBER AT ORC: J 1991000197056
SUBSCRIBED AND PAID-UP SHARE CAPITAL: 9916888.50 LEI
REGULATED MARKET ON WHICH ISSUED SECURITIES ARE TRADED: BVB
IMPORTANT EVENT TO REPORT: EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS for July 09, 2025 .
THE BOARD OF DIRECTORS of the company SINTEZA S.A. Oradea, headquartered in Oradea, Sos. Borsului no. 35, Bihor county, registered with ORC Bihor under I 1991000197056, with the unique registration code RO 67329, subscribed and paid-up share capital 9916888.50 LEI, met on 03.06.2025, in accordance with the provisions of art. 117 of Law no. 31/1990 republished with subsequent amendments and completions, of Law no. 24/2017 republished, of the ASF Regulation no. 5/2018 and of the Articles of Association,
convenes the EXTRAORDINARY GENERAL MEETING of shareholders on 09. 07. 2025 at 12:00 at the company's headquarters in Oradea, Sos. Borsului no. 35, having the following
Approval of the sale of the property owned by Sinteza SA located in Oradea, Sos. Borsului no. 35, which in fact represents urban land with an area of 30,207 sq m. and 7 buildings with cadastral numbers C1- C7 registered in CF 216278 Oradea, at the total price of 1,680,000 Euro excluding VAT;
Empowerment of Mr. Radu Pascu - General Manager of the company, with the possibility of substitution, to sign in the name and on behalf of the company the promise of sale/purchase contract in authentic form, additional documents thereto, as well as any other documents necessary for the alienation of the property, including steps for the establishment of easements, to fulfill all the necessary formalities related to the above purposes, in relations with the competent authorities (notaries public, banks, other public or private entities);
Empowerment of the General Manager or the Chairman of the Board of Directors, with the possibility of substitution, to sign on behalf of the shareholders the decisions of the EGMS and any other documents related to them and to fulfill any act or formality required by law for the registration and enforcement of the decisions of the EGMS, including the formalities of their publication and registration with the Trade Register Office or with any other competent authority (ASF, BVB, Depozitarul Central SA, notaries public, banks, other public or private entities).
Approval of the registration date, 29.07.2025, according to which the shareholders on whom the effects of the decisions of the EGMS will be reflected will be identified, in accordance with the provisions of art. 87 of Law 24/2017 and establishing the date of 28.07.2025 as the ex-date according to art. 2, letter l of FSA Regulation no. 5/ 2018 ;
In the event of failure to meet the statutory conditions regarding the Extraordinary General Meeting of Shareholders on the indicated day, it will be reconvened for July 10, 2025 at the same time, in the same place and with the same agenda.
All shareholders registered in the shareholders' register kept by Depozitarul Central SA Bucharest at the end of June 26, 2025, established as the reference date for this general meeting, are entitled to participate and vote at the general meetings.
Shareholders registered on the reference date may participate and vote at the general meetings directly or may be represented by persons other than shareholders, based on a special or general power of attorney granted in accordance with legal provisions. Shareholders' access to the general meetings is made by simply proving their identity, in the case of shareholders who are natural persons with their identity document, and in the case of shareholders who are legal entities and shareholders who are represented natural persons, with a general power of attorney / special power of attorney, given to the natural person who represents them.
The special power of attorney (special power of attorney) or general power of attorney will be drawn up in three original copies (one for the company, one for the principal and one for the agent) and are available in Romanian and English either at the company's headquarters in person or on the website www.sinteza.ro, starting with 06. 06. 2025 at 12 noon.
After completing and signing, the copy for the issuer will be submitted in person in the original by 07.07.2025 at 12:00 in a closed envelope with the mention clearly written in capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AS OF 09/10.07.2025" or sent by email with extended electronic signature, to the company's headquarters, accompanied by a copy of the identity document or the registration certificate of the represented shareholder, by 07.07.2025 at 12:00, to the e-mail address sinteza(a)sinteza.ro .
Proxies in either Romanian or English will be accepted.
Shareholders registered on the reference date in the shareholders' register have the opportunity to vote by correspondence, before the General Meetings of Shareholders, by using the correspondence voting form (in Romanian and or English).
The correspondence voting form (ballot) in Romanian and English can be obtained starting with 06.06.2025 at 12:00, from the company's headquarters or from the website www.sinteza.ro .
The form (the ballot) for voting by correspondence in Romanian or English, completed and signed by the shareholder together with all accompanying documents, can be submitted as follows:
a) sent to the company in original at its headquarters by 07.07.2025 at 12 noon in a closed envelope with the mention written clearly and in capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 09/10.07.2025",, with signature legalization by a notary public with a copy of the shareholder's identity document or registration certificate, by any form of courier,
b) sent by e-mail with an extended electronic signature incorporated according to Law no. 214/2024 regarding the electronic signature, until 07.07.2025 at 12 noon to the address sinteza.ro mentioning in the subject "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 09/10.07.2025 " .
One or more shareholders who hold, individually or together, at least 5% of the share capital have the right to introduce, within a maximum of 15 days from the date of publication of the convocation, respectively until 21.06.2025 at the latest, new items on the agenda of the General Meetings of Shareholders, provided that each item is accompanied by a justification or a draft resolution proposed for approval by the General Meetings of Shareholders, which will be sent to the company's headquarters in writing, until 21.06.2025 at 12 noon, they also have the right to present projects of resolution for the items included or proposed to be included on the agenda of the AGM, which right can be exercised in writing, by sending to the company's headquarters, no later than 21.06.2025 at 12 noon.
Requests regarding the introduction of new items on the agenda as well as draft resolutions for these items will be submitted to the Board of Directors only in writing, in a closed envelope with the mention clearly written and in capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 09/10.07.2025". The agenda completed with the proposed items will be republished with the fulfillment of the requirements provided by law for convening the General Meeting.
The company's shareholders may ask questions regarding the items on the agenda, no later than two working days before the date of the General Meeting, respectively 07.07.2025, to be submitted to the headquarters to the company together with copies of documents that allow the identification of the shareholder, until 07.07.2025 at 12 noon.
Questions are submitted to the Board of Directors in writing, in original, in a closed envelope with the mention clearly written in capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ON 09/10.07.2025". The company will formulate answers to questions on the website (in question-answer format), in the shortest possible time.
Special powers of attorney, the voting form completed and signed in original, requests regarding the introduction of new items on the agenda, questions posed by shareholders, shall be accompanied by the following documents (a) in the case of natural persons, a photocopy of the identity document signed for compliance with the original, respectively (b) in the case of legal persons, a photocopy of the identity document of the legal representative, a certification issued by the Trade Register, issued no later than 3 months before the date of publication of the convening notice of the general meeting of shareholders, in original or in a copy conforming to the original.
When completing special powers of attorney/special powers of attorney/correspondence ballots, shareholders are asked to take into account the possibility of completing the agenda of the AGM with new items or proposed resolutions. In this case, the special powers of attorney/special powers of attorney/correspondence ballots will be updated and made available on the website www.sinteza.ro.
In accordance with A.S.F. Regulation no. 5/2018, in the case of shareholders who ask questions or make proposals to complete the agenda, they may attest their identity in addition to the document that attests their identity and the account statement showing the quality of shareholder and the number of shares held, issued by Depozitarul Central SA.
The share capital of the issuer SINTEZA SA consists of 66,112,590 registered shares, each share giving the right to one vote at the general meeting of shareholders.
The documents, materials regarding the issues on the agenda, the total number of shares issued and voting rights on the date of the convocation, the draft resolutions, the special proxy forms and the postal voting form will be available in English to the shareholders both at the company's headquarters and on the website www.sinteza.ro, starting with 06.06.2025 at 12:00.
Additional information, including information regarding shareholders' rights, can be found on the website www.sinteza.ro or can be obtained by contacting the Company at the e-mail address sinteza.co.
ALEXANDRU SAVIN

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