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Armatura S.A.

Pre-Annual General Meeting Information Nov 5, 2025

2333_iss_2025-11-05_b4f46cf5-db36-40ed-ac4b-d617dd618b49.pdf

Pre-Annual General Meeting Information

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AMENDMENT OF THE CONVENING NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS AS OF 20/21.11.2025

Dated 03.11.2025

Considering:

(i) the request of the majority shareholder Microfruits SA, a joint-stock company, with its registered office in Branesti, Ilfov County, Garii Street no, 16, registered with the Trade Registry under no. J2022004197236, having sole identification code 29252740, holding 86,2244 % of the share capital of Armatura, regarding the amendment and/or completion of the Convening Notice of the Ordinary General Meeting of Shareholders for the date of 20.11/21.11.2025, published in the Oficial Gazette of Romania, Part IV, no. 4998, dated 20.10.2025,

and in accordance with:

  • (i) the dispositions of Companies Law no. 31/1990, republished, as further amended and supplemented (including, but not limited to art. 1171 );
  • (ii) the dispositions of Law no. 24/2017 on issuers of financial instruments and market operations;
  • (iii) the dispositions of Regulation no. 5/2018 on issuers of financial instruments and market operations;
  • (iv) the Decision of the Board of Directors as of 13.10.2025, by which Adrian Racovita is empowered to amend and complete the Convening Notice,

The Board of Directors, through Adrian Racovity, hereby decided the amendment and completion of the Convening Notice, which will have the following form:

"Board of Directors of ARMATURA S.A., a joint stock company, registered with the Cluj Trade Registry under the serial number J12/13/1991, having the sole identification code RO 199001, with headquarters in Cluj-Napoca, 19 Garii Street, Cluj County, having the subscribed and paid share capital in the amount of RON 4,000,000, (the "Company")

in accordance with the provisions of art.113, art.115 and art.117 of Law no.31/1990, of the provisions of the Articles of Incorporation, of Law 24/2017 on issuers of financial instruments and market operations and of Regulation no. 5/2018 on issuers of financial instruments and market operations and of the Decision of the Board of Directors of the Company no. 1 as of 13.10.2025,

Convenes:

The Ordinary General Meeting of Shareholders of the Company (OGMS), on the 20.11.2025, 12:00 at the Company's headquarters in Cluj-Napoca, str. Garii nr. 19, jud. Cluj.

At the Ordinary General Meeting of Shareholders, all shareholders registered until the reference date, respectively namely 13.11.2025, in the register of shareholders kept by Depozitarul Central S.A.

are entitled to participate and vote (hereinafter referred to as the "Reference Date").

Agenda:

    1. The acknowledgment of the resignation to the mandate of the members of the Board of Directors of the Company, respectively of the following:
  • (i) Rutar Damir, Slovenian citizen, born on 10.09.1974, in Sempeter Pri Gorici;
  • (ii) Bankovic Zoran, Serbian citizen, born on 06.12.1979, in Negotin, Serbia;
  • (iii) Stefan Bogdan, Romanian citizen, born on 10.05.1975, in Bucharest, 7th District, Romania;
  • (iv) Simmel Walter, Austrian citizen, born on 11.05.1962, in Viena, Austria.
    1. The appointment of a number of 5 members in the Board of Directors of the Company, starting with the date the Resolution of the Ordinary General Meeting of Shareholders, for a period of 4 years.
    1. The extension of the mandate of the financial auditor of the Company until the date of 31.05.2026.
    1. The acknowledgment of the omission of the registration and the fulfillment of the publicity formalities with the Trade Registry regarding the resignation as member of the Board of Directors and, implicitly, to the position of Chairman of the Board of Directors of Mr. Vlad-Iulian Stoina, as of 01.09.2022 and of HAIDER MATTHIAS, member of the Board of Directors, as of 23.05.2024, and the approval of the update of the data with the Trade Registry by way of his removal.
    1. The approval of the Registration Date, as per art. 87 para (1) of Law no. 24/2017, respectively the date of 10.12.2025.
    1. The approval of the "ex date" Date, as per art. 2 para (2) letter l) of the Regulation no. 5/2018, respectively the date of 08.12.2025.
    1. Approval of empowering Mr. Adrian Racovita, Romanian citizen, as well as of the directors of the Company, each acting individually, for signing on behalf of the shareholders the OGMS resolution, as well as the documents to be adopted by the OGMS and for the fulfilment of all legal formalities in order to execute and register the decisions and resolutions adopted, with the possibility of sub-mandating to third parties. Each of the above-mentioned empowered representatives, as well as any of their sub-mandates may, without limitation, fulfil all the necessary formalities for signing in the name and on behalf of the shareholders of all the documents necessary for the implementation of the OGMS resolution, including the Company's Articles of Association, as well as to carry out any steps and formalities necessary for the implementation and registration of the decisions adopted by the shareholders.

The General Meeting of Shareholders will be held in accordance with the legal norms in force and the regulations approved in this regard by the Board of Directors and ratified by the EGMS of 25.04.2019, which can be consulted on the company's websitewww.armatura.ro.

As a general rule, for the validation of the Ordinary Meeting of Shareholders' deliberation, the presence of at least a quarter of the total votes number is necessary for the first convening, and for the second, regardless of the quorum assembled, decisions shall be made by a majority of the votes cast.

The Shareholders registered in the Shareholders' Registry kept by Depozitarul Central S.A., on the Reference Date, may take part in the General Meeting in person, through legal representatives (for legal entities) or through a representative based on a special proxy or a general proxy, or they may vote by correspondence (by written ballot or by electronic means). Shareholders may also be assisted by lawyers/legal advisers during the General Meeting of Shareholders.

By reference to point 2 of this convening notice, the list composed of the relevant information in respect to the name, residence and the professional qualification of the proposed persons for the director position will be available to the shareholders, at the registered office of the Company. The list may be consulted and amended by the shareholders.

For shareholders that are legal entities or entities without legal personality, the capacity of legal representative is established based on the list of shareholders as at the Reference Date from the Shareholders' Registry and the identity document of the legal representative. If, on the Reference Date, the shareholders' registry does not include information regarding the capacity of legal representative, this capacity shall be proven by a certificate of incumbency (in Romanian "certificat constatator") issued by the Trade Registry, presented in original or as a certified copy, issued no more than 30 days prior to the publication date of the convening notice of the Ordinary General Meeting of Shareholders.

Shareholders without legal capacity, as well as legal entities, may be represented by their legal representatives, who may in exchange grant a proxy to other persons. Individual or legal entity shareholders registered on the Reference Date may be represented in the Ordinary General Meeting of Shareholders by other persons based on a special proxy issued for this purpose.

The special proxy form, drawn up in accordance with the provisions of Law no. 24/2017 and ASF Regulation no. 5/2018, will be made available by the Company's Board of Directors starting with 20.10.2025.

Shareholders shall fill in and sign the special proxies in three original counterparts: one for the shareholder, one for the representative and one for the Company. The copy intended for the Company, duly completed and signed, shall be submitted:

  • by any form of courier, in original, together with the accompanying documents, to the address specified in the convening notice, in order to be registered with the Company no later than 48 hours before the Ordinary General Meeting of Shareholders convened on 20.11.2025, namely by 18.11.2025 at 12:00, under penalty of losing the right to vote; or
  • by e-mail, bearing an advanced electronic signature in accordance with Law no. 214/2024 on the use of electronic signatures, time stamps and the provision of trust services based thereon, as well as the ASF regulations, to the address [email protected], no later than 48 hours

before the Ordinary General Meeting of Shareholders convened on 20.11.2025, namely by 18.11.2025, under penalty of losing the right to vote.

The Company will accept a general proxy, issued for a maximum period of three years, for participation and voting in the Ordinary General Meeting of Shareholders, granted by a shareholder, as client, to an intermediary as defined by art. 2 para. (1) point 19 of Law no. 24/2017, or to a lawyer, without requiring other additional documents regarding that shareholder, provided that the general proxy complies with the provisions of art. 105 para. (13) of Law no. 24/2017, is signed by the shareholder (including by means of an advanced electronic signature, if applicable) and is accompanied by a statement on own responsibility given by the legal representative of the intermediary or by the lawyer who received the proxy for representation by means of a general proxy, certifying that:

  • (i) the proxy is granted by the respective shareholder, in his/her capacity as client, to the intermediary or, as the case may be, to the lawyer; and
  • (ii) the proxy is signed by the shareholder, including, if applicable, through the use of an advanced electronic signature.

The statement given by the legal representative of the intermediary or by the lawyer who received the general proxy must be submitted to the address of the meeting in original, signed and, where applicable, stamped, together with the general proxy (either as a notarized copy or bearing a certification of conformity with the original under the representative's signature) no later than 48 hours before the Ordinary General Meeting of Shareholders convened on 20.11.2025 at 12:00, namely by 18.11.2025 at 12:00, under penalty of losing the right to vote.

Shareholders may not be represented in the Ordinary General Meeting of Shareholders, based on a general proxy, by a person who is in a conflict of interest, in accordance with the provisions of art. 105 para. (15) of Law no. 24/2017.

Shareholders registered on the Reference Date in the registry of shareholders have the possibility to vote by correspondence, before the general meeting of shareholders, by using the postal voting forms published on the Company's website. The forms of postal ballot forms will be available from 20.10.2025 at the address of the Ordinary General Meeting and on the website of the Company. The voting forms by correspondence will be submitted at the company's headquarters in original or by electronic means of data transmission until 18.11.2025, 12:00, under penalty of losing the exercise of the right to vote in the meeting.

The correspondence voting ballot shall be submitted together with the following documents:

  • (i) for individual shareholders: the requests must be accompanied by a copy of the identity document and an account statement evidencing the shareholder status and the number of shares held.
  • (ii) or corporate shareholders: the requests must be accompanied by an account statement evidencing the shareholder status and the number of shares held together with the documents certifying the registration with the Central Depositary of the information regarding the legal representative, as well as the copy of the identity document of the legal representative.

If the shareholders' registry does not contain information regarding the legal representative, such capacity shall be evidenced by a certificate of incumbency (in Romanian "certificat constatator") issued by the Trade Registry no more than 30 days prior to the date of publication of the convening notice of the general meeting, attesting the capacity of legal representative.

If a shareholder who has expressed his/her vote by correspondence subsequently participates in person or through a representative in the Ordinary General Meeting of Shareholders, the vote cast by correspondence shall be cancelled. In this case, only the vote expressed in person or through a representative shall be taken into account.

If the person representing the shareholder by attending the general meeting in person is different from the person who cast the vote by correspondence, then, in order for that person's vote to be valid, he/she must present at the meeting a written revocation of the correspondence vote, signed by the shareholder or by the representative who cast the correspondence vote. This revocation is not required if the shareholder or his/her legal representative is personally present at the general meeting.

One or more shareholders who hold, individually or jointly, at least 5% of the Company's share capital have the right:

  • (i) to request the introduction of new items on the agenda, provided that each item is accompanied by a justification or a draft resolution proposed for its adoption by the OGMS; and
  • (ii) to present, in writing, draft resolution for the items included or proposed to be included on the agenda of the OGMS.

The above proposals shall be made only in writing and shall be transmitted by courier services or by electronic means of data transmission to the Board of Directors. The deadline for submitting the request for the introduction of new items on the agenda or for submitting the draft resolution for the items included or proposed to be included on the agenda is the 15th day from the date of publication of the convocation, according to art. 117 ind. 1 para. (1) and (2) of Law 31/1990, respectively art. 105 para. (3) and (5) of Law 24/2017.

The shareholders who have proposed the introduction of new items on the agenda have the obligation to submit in writing the draft decisions for the items included or proposed to be included on the agenda of the General Meeting of Shareholders of the Company within 15 days from the date of publication of the call.

In such cases whereas the exercise of the right to add new items to the agenda results in a modification of the agenda already communicated to the shareholders, a new amended agenda shall be made available before the Reference Date, in order to allow the other shareholders to appoint a representative, if applicable, or to vote by correspondence.

If the relevant shareholders intend to propose candidates in respect to the position of director, the request shall include information on the name, residence and professional qualification of the relevant proposed persons for the position of director. The proposals shall be made within 3 business days as of the publication of this convening notice/ the amended convening notice, if applicable.

Information about the materials to be approved in the OGMS can be consulted on the Company's website www.armatura.ro.

Shareholders can ask questions regarding the items on the agenda of the Ordinary General Meeting of Shareholders of the Company from 20.10.2025, at 12:00 to 18.11.2025, at 12:00. The documents containing the questions must be accompanied by:

  • (i) in the case of shareholders who are natural persons, the requests must be accompanied by a copy of the identity document and by the account statement showing the shareholder status and the number of shares held;
  • (ii) in the case of shareholders that are legal entities, the request must be accompanied by an account statement showing the shareholder status and the number of shares held, together with the documents proving that the information regarding the legal representative has been recorded with the Central Depository, as well as a copy of the legal representative's identity document.

If the shareholders' register does not contain data regarding the capacity of legal representative, such capacity shall be proven by a certificate of status issued by the Trade Registry, dated no more than 30 days prior to the publication date of the general meeting's call notice, attesting the capacity of legal representative.

The Company can answer through posting the response on their own website or within the works of the general meeting.

The shareholders will participate in the Ordinary General Meeting of Shareholders of the Company personally, through their legal representatives or through the representatives mandated by proxy, which will be submitted to the Company's headquarters, by fax to no. +40 371 784 881, or e-mail to [email protected] address starting with 20.10.2025, but the powers of attorney must reach the company's headquarters in original or by electronic means of data transmission until 18.11.2025 under penalty of losing the exercise of the right to vote in the meeting. For proxy voting based on a special power of attorney, the special proxy forms published on the Company's website must be used. At the entrance to the room for participation in the meeting, the shareholders will identify themselves with identity documents provided by law.

The convening notice, the special powers of attorney forms and those for voting by correspondence - written in Romanian or English, as well as the materials that will be presented at the general meeting and the draft resolutions can be obtained, starting with 20.10.2025, from the Company's headquarters and from the company's website www.armatura.ro, and the shareholders may complete and submit, to the Company, including by electronic means of data transmission, the postal voting forms and the special powers of attorney in the two languages or in any language of international circulation until 18.11.2025. Documents drawn up in a foreign language, other than English, will be accompanied by a translation made by an authorized translator in Romanian or English, and it is not necessary to legalize or apostille these documents.

If on 20.11.2025 it will not be possible to hold the Ordinary General Meeting of Shareholders of the Company due to the non-fulfillment of the quorum conditions, the second meeting of the Ordinary General Meeting of Shareholders of the Company will take place on 21.11.2025, at the same address, with the same agenda as for the first call. Additional contacts can be obtained at the telephone number +40 (0) 371 784 884."

Board of Directors of Armatura SA through Adrian Racovita based on the Decision of the Board of Directors as of 13.10.2025

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