AGM Information • Nov 19, 2025
AGM Information
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in compliance with the provisions under Law 24/2017 and of the Regulation No 5/2018 of ASF
Report date: 19/11/2025
Issuing entity: Mecanica Ceahlău SA
Registered Office: Municipality of Piatra Neamt, Str. Dumbravei, No 6
Phone/Fax: 0233/211104; 0233/216069
Unique Code of Registration with the Office of the Register of Commerce: 2045262
Register of Commerce Incorporation No : J1991000008271
Social capital, subscribed and paid: RON 23,990,846.00
Regulated Market on which movables issued are traded: [Bursa de Valori] Bucharest Stock Exchange
Important events to be reported: The Extraordinary and Ordinary General Meeting of Shareholders and Resolutions approved
The Extraordinary General Meeting of the shareholders of MECANICA CEAHLAU S.A. was held on the first convening, i.e., 19/11/2025, and was attended in person, by representatives or by post by a number of 3 shareholders, representing 224,339,591 shares, i.e., 93,5105% of the company's social capital.
Article 1. It is hereby approved that the secretariat of the Extraordinary General Meeting of Shareholders from among the shareholders, in compliance with the provisions of Law 31/1990, article 129, paragraph (2), in the person of Mr. Mihailescu Ilie.
The resolution is adopted with 224,339,591 votes in favour, representing 100% of the shares represented at the Extraordinary General Meeting.
Article 1. The Meeting ratifies Decision of the Board of Directors no. 2 dated 22.04.2025 regarding:
• Contracting from Banca Transilvania a Bank Counter-Guarantee in the amount of EUR 450,000 for a period of 37 months, necessary for current business activity;
• Extending with Banca Transilvania the existing credit line of RON 3,000,000 for a period of 24 months, Necessaryfor current business activity.
The resolution is adopted with 224,339,591 votes in favour, representing 100% of the shares represented at the Extraordinary General Meeting.
Article 1. The Meeting approves the cumulative level of guarantees whose total book value amounts to RON 2,626,817, representing 15.38% of the Company's total fixed assets, less receivables. The resolution is adopted with 224,339,591 votes in favour, representing 100% of the shares represented at the Extraordinary General Meeting.
Article 1. The Meeting approves the mandate of the Board of Directors and of each of its members individually to implement the resolutions adopted by the Extraordinary General Meeting of Shareholders. Article 2. The Meeting empowers the Chief Executive Officer, with the possibility of substitution, to carry out all legal procedures and formalities and to sign any documents required for implementing the resolutions of the Extraordinary General Meeting of Shareholders, including the publication and registration formalities with the Trade Registry.
The resolution is adopted with 224,339,591 votes in favour, representing 100% of the shares represented at the Extraordinary General Meeting.
Article 1. The Meeting approves 16.12.2025 (ex-date 15.12.2025) as the date of identification of the shareholders entitled to the rights and subject to the effects of the resolutions adopted by the Extraordinary General Meeting of Shareholders.
The resolution is adopted with 224,339,591 votes in favour, representing 100% of the shares represented at the Extraordinary General Meeting.
The Ordinary General Meeting of Shareholders of Mecanica Ceahlău S.A. was held at the first call, on 19.11.2025, with the participation personally, by representative, or by correspondence of 3 shareholders, holding 224,339,591 shares, representing 93.5105% of the Company's share capital.
Article 1. The Meeting approves the election of the Secretariat of the Ordinary General Meeting from among the Company's shareholders, in accordance with Art.129 para. 2 of Law 31/1990, namely Mr. Mihailescu Ilie.
The resolution is adopted with 224,339,591 votes in favour, representing 100% of the shares represented at the Ordinary General Meeting.
Article 1. The Meeting approves the termination, by secret vote, of the mandate of administrator Esanu Romeo Vasile, starting 24.11.2025.
Article 2. The Meeting approves the result of the secret vote for the election of the following persons:
Trifa Aurelian-Mircea-Radu, Romanian citizen – mandate of 4 years (24.11.2025–24.11.2029)
Ianculescu Carmen, Romanian citizen – mandate of 4 years (24.11.2025–24.11.2029)
Andries Carmen Cristina, Romanian citizen – mandate of 4 years (24.11.2025–24.11.2029)
The resolution is adopted with 224,339,591 votes in favour, representing 100% of the shares represented at the Ordinary General Meeting.
Article 1. The Meeting approves the content of the management contract to be concluded between the Company and the newly appointed administrators.
Article 2. The Meeting approves maintaining the general limits of the monthly remuneration of the members of the Board of Directors for the year 2025 at the level established by the Ordinary General Meeting of Shareholders of 22.11.2021.
The resolution is adopted with 224,339,591 votes in favour, representing 100% of the shares represented at the Ordinary General Meeting.
Article 1. The Meeting approves the following monthly remunerations for the members of the Board of Directors for the mandate starting 24.11.2025:
Chairman of the Board of Directors – EUR 1,000 net/month
Members of the Board of Directors – EUR 500 net/month
The amounts shall be converted into lei at the EUR/RON exchange rate of the NBR applicable on the payment date.
The resolution is adopted with 175,857,653 votes in favour, representing 73.30% of the shares represented at the Ordinary General Meeting.
Article 1. The Meeting approves empowering the Company's Chief Financial Officer to sign the management contract on behalf of the Company.
The resolution is adopted with 224,339,591 votes in favour, representing 100% of the shares represented at the Ordinary General Meeting.
Article 1. The Meeting approves the mandate of the Board of Directors and of each of its members individually to implement the resolutions adopted by the Extraordinary General Meeting of Shareholders.
Article 2. The Meeting empowers the Chief Executive Officer, with the possibility of substitution, to carry out all legal procedures and formalities and to sign any documents required for implementing the resolutions of the Extraordinary General Meeting of Shareholders, including the publication and registration formalities with the Trade Registry.
The resolution is adopted with 224,339,591 votes in favour, representing 100% of the shares represented at the Ordinary General Meeting.
Article 1. The Meeting approves 16.12.2025 (ex-date 15.12.2025) as the date of identification of the shareholders entitled to the rights and subject to the effects of the resolutions adopted by the Ordinary General Meeting of Shareholders.
The resolution is adopted with 224,339,591 votes in favour, representing 100% of the shares represented at the Ordinary General Meeting.
President of the Board of Directors
Trifa Aurelian-Mircea-Radu
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