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SIF Oltenia S.A.

M&A Activity Aug 26, 2025

2304_iss_2025-08-26_82f22fb9-2904-409e-b611-95ddf4c12563.pdf

M&A Activity

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No. 11.734/25.08.2025

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: 25.08.2025

Name of the issuer: Infinity Capital Investments S.A.

Headquarters: Bucharest, Sector 1, Daniel Danielopolu Street, no. 2, 4th Floor, zip code:

014134

Phone/Fax: 0374-967.802/0374-987.390 Fiscal Registration Code: RO 4175676 Order number at the Trade Register: J1993001210167 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: 43,000,000 lei Regulated market on wich the issued securities are traded on: Bucharest Stock Exchange – Shares, Premium Tier (market symbol INFINITY) Important event to report: Conclusion of the Argus S.A. Constanța shares sale-purchase

agreement

Infinity Capital Investments S.A. informs shareholders and investors that, on August 25, 2025, has entered into an agreement with BUILDCOM EOOD ("BUILDCOM") for a potential transfer of all the shares held by INFINITY in Argus and, indirectly, of the shares held by ARGUS in COMCEREAL S.A. TULCEA, a joint-stock company, with its registered office in 73 Isaccei street, 3rd floor, Tulcea, Romania, registered with the Trade Register under no. J1996000165360, having the sole registration code 8392201, respectively of 95.3577% of its share capital.

The completion of the agreement depends on the fulfilment of certain conditions precedent, including, but not limited to, the regulatory approvals from the Romanian competent authorities.

The price per share will be determined by adjusting the amount of EUR 14,500,000, it being the agreed enterprise value of the companies, by reference to the financial position of Argus and Comcereal as of 11:59 pm on the last day of the month prior to the month in which the conditions have been fulfilled or waived, respectively with: (i) the net debt position of the companies, (ii) the working capital of the companies, and (iii) an amount equal to the business costs of Argus from 1 July 2025 until 31 August 2025, but not more than EUR 400,000 per month.

  • 014134, Bucuresti, Sector 1 Str. Daniel Danielopolu nr. 2, Etaj 4
  • Tel.: 0374-967.802
  • Fax: 0374-987.390
  • www.infinitycapital.ro
  • E-mail: [email protected]
  • Simbol BVB: INFINITY
  • CIF: RO4175676
  • ORC: J1993001210167
  • 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: 43.000.000 lei

• Cod LEI (Legal Entity Identifier): 254900VTOOM8GL8TVH59

The resulting amount would be divided by the number of shares held by INFINITY, and the resulting price per share in EUR would then be converted into RON using the EUR/RON exchange rate published by the National Bank of Romania on the date falling three (3) business days prior to the date when the share transfer would be performed in the market. Exclusively for illustrative purposes and based on a net debt of 14,958,510 RON and an adjusted working capital of 2,113,480 RON as of June 30, 2025, the calculation formula would result in a price per share of 1.85 RON.

This calculation is based on historical financial data of ARGUS and no one can in any way base their decision to invest or any other decision in relation to ARGUS shares on such a calculation. Given that the effective implementation depends on the fulfilment of certain conditions precedent set out in the agreement, there is no guarantee that the transaction envisaged under the agreement will be closed, or that it will be executed at the indicative price mentioned above.

Argus S.A. operates in the field of vegetable oils and fats production, having as its main activity the manufacture and marketing of crude and refined sunflower oils and fats, fodder meals, fatty acids. The company was founded in 1943 as a private company with Romanian capital, later in 1948 being nationalized by the communist regime under the name of Constanta Oil Enterprise. In 1990, the Company was reorganized as a joint stock company under the name of Argus S.A. according to Law no. 15/1990 based on GD no. 1353/1990, and in 1994 the Company became a 100% private joint stock company according to Law 58/1991. Buildcom EOOD, established in 1994, is one of the leading Bulgarian companies engaged in

international trade in agricultural products, such as wheat, corn, barley, peas, rapeseed, sunflower, etc.

Buildcom is affiliated with Oliva AD, the largest producer of raw and refined sunflower oil in Bulgaria.

Mihai Trifu Vicepresident - Deputy General Manager

Mirela Dănescu Compliance Officer

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