CURRENT REPORT
As per FSA Regulation no. 5/2018
Report date: 21.11.2025
Armatura S.A.
Headquarters: Cluj Napoca, 19 Garii Street
Phone Number: +40 0371 784 884; fax: +40 371 784 881
Registration Number with the Cluj Trade Registry Office: J12/13/1991
Sole Identification Code: 199001
SIGNIFICANT EVENT TO BE REPORTED
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, ( hereinafter referred to as "Armatura" or the "Company"), brings to the attention of the shareholders and of the potential investors the impossibility of adopting a resolution following the Ordinary General Meeting of Shareholders of the Company ("OGMS") convened on 20.11.2025 at the address in Cluj-Napoca, 19 Garii Street, due to failure to meet the quorum requirements in respect to the validity of the OGMS' deliberations. To this end, none of the shareholders registered in the register of shareholders kept by Depozitarul Central S.A. on 13.11.2025 (hereinafter referred to as the "Reference Date") was present at the OGMS meeting.
In accordance with the Convening Notice published in the Official Gazette of Romania, Part IV, no. 4998 dated 20.10.2025, following the failure to comply with the necessary quorum requirements for the validity of the deliberations, the OGMS was reconvened on 21.11.2025 in the same location and with the same agenda, the Reference Date established for identifying the shareholders entitled to participate and vote in the reconvened OGMS remaining the same, respectively 13.11.2025
To this end, on 21.10.2025, the OGMS was held at the second convening, presided by Dan-Viorel Paul, empowered by Adrian Racovita, General Manager of Armatura SA, and decided on the items included on the agenda as follows:
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- 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.
Valid votes casted by the shareholders: 13,200,000 representing 33% of the total share capital,
- 100 % of the present share capital, out of which they voted "FOR" 13,200,000, "AGAINST" 0, "ABSTENTIONS" 0.
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- It was approved 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, as follows: (i) Adrian Racovita; (ii) Florin Racovita; (iii) Cristina Ghibaldan; (iv) Alexandru Panici; (v) Ionut Bohalteanu.
- Valid votes casted by the shareholders: 13,200,000 representing 33% of the total share capital, 100 % of the present share capital, out of which they voted "FOR" 13,200,000, "AGAINST" 0, "ABSTENTIONS" 0.
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- It was approved the extension of the mandate of the financial auditor of the Company until the date of 31.05.2026.
- Valid votes casted by the shareholders: 13,200,000 representing 33% of the total share capital, 100 % of the present share capital, out of which they voted "FOR" 13,200,000, "AGAINST" 0, "ABSTENTIONS" 0.
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- It was approved 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 it was approved the update of the data with the Trade Registry by way of his removal.
- Valid votes casted by the shareholders: 13,200,000 representing 33% of the total share capital, 100 % of the present share capital, out of which they voted "FOR" 13,200,000, "AGAINST" 0, "ABSTENTIONS" 0.
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- It was approved the Registration Date, as per art. 87 para (1) of Law no. 24/2017, respectively the date of 10.12.2025.
- Valid votes casted by the shareholders: 13,200,000 representing 33% of the total share capital, 100 % of the present share capital, out of which they voted "FOR" 13,200,000, "AGAINST" 0, "ABSTENTIONS" 0.
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- It was approved 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.
- Valid votes casted by the shareholders: 13,200,000 representing 33% of the total share capital, 100 % of the present share capital, out of which they voted "FOR" 13,200,000, "AGAINST" 0, "ABSTENTIONS" 0.
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- It was approved the empowering Mr. Adrian Racovita, Romanian citizen, born on 12.09.1978, in Bucharest, domiciled in Bucharest, 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 submandating 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.
Valid votes casted by the shareholders: 13,200,000 representing 33% of the total share capital, 100 % of the present share capital, out of which they voted "FOR" 13,200,000, "AGAINST" o, "ABSTENTIONS" o.
Signature
Dan-Viorel Paul
in his capacity as empowered person by Adrian Racovita
Dan-Viorel Digitally signed by Dan-Viorel Paul
Paul
Digitally signed by Dan-Viorel Paul
Date: 2025.11.21
16:54:25 +02'00'