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Altur S.A. AGM Information 2021

Apr 15, 2021

2325_egm_2021-04-15_ccc5632e-bb9f-421e-967d-29926617330d.pdf

AGM Information

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To: BUCHAREST STOCK EXCHANGE FINANCIAL SUPERVISORY AUTHORITY

CURRENT REPORT

According to ASF Regulation no.5 / 2018 and Law no. 24/2017

Date of report: 14.04.2021 Headquarters of ALTUR SA: Slatina, str. Piteşti, nr. 114, Olt Unique registration code: RO 1520249 Order number in the Trade Register: J28 / 131/1991 European Unique Identifier (EUID): ROONRC J28 / 131/1991 COD LEI: 259400IHBSVL9OOVM346. Subscribed and paid-up capital: 82,438,833.8 lei Nr. shares / nominal value: 824,388,338 shares with nominal value of 0.1 lei Trading Market: Stock Exchange - Bucharest, Standard Category, ALT symbol Tel / Fax: 0249 / 43.68.34; 0249 / 43.60.37

Important event to be reported: Completing the agenda of Ordinary and Extraordinary General Meeting of Shareholders for 27/28.04.2021

ALTUR SA, headquartered in Slatina, 114 Piteşti Street, Olt County, registered at the Trade Register attached to the Olt court with no. J28/131/1991, CUI 1520249, through the Board of Directors gathered in the meeting of 12.04.2021, considering the request to complete the Agenda of the Extraordinary General Meeting of Shareholders from the date of 27/28.04.2021 formulated of Mr. Adrian Andrici, having a holding of more than 5% of the share capital, by the application for completion no. 1484/08.04.2021, pursuant to the provisions of art. 1171 of Law no. 31/1990 republished, the provisions of art. 92 paragraph 3 of Law no. 24/2017 on issuers of financial instruments and market operations, the provisions of art. 189 of the FSA Regulation no. 5/2018 and taking into account the recommendation made by ASF through the address no. SI DG 4409 / 29.03.2021 supplementing the agenda of the Ordinary General Meeting of Shareholders dated 27 / 28.04.2021, completes the agenda of the OGMS and EGMS, initially published in the Official Gazette, Part IV, no. .1259 / 26.03.2021, with the following points:

Ordinary General Meeting of Shareholders:

  1. Approval of the remuneration policy of the company's managers (administrators and directors) in accordance with the provisions of art. 92 index 1 of Law 24/2017 on issuers of financial instruments and market operations.

  2. Ratification of the Decision of the Board of Directors no. 2/25.03.2021 approving the conclusion of a loan agreement between ALTUR SA and Mr. Adrian ANDRICI in the amount of 3,461,007 lei, for a period of 1 year.

The loan aims to pay the outstanding amounts representing taxes and duties due to the Romanian state in order to reduce / cancel the penalties (GEO 69/2020) that could be applied.

Extraordinary General Meeting of Shareholders:

  1. Approval of the issue of non-convertible bonds, by ALTUR SA (regardless of whether they are guaranteed or unsecured), in materialized or de-materialized form, whether they will be listed on any stock exchange or not and / or denominated in RON, having a maximum nominal value total of RON 10,000,000, with an annual interest rate of 7% and a maturity (maturity) of 3 (three) years, calculated from the date of each issue ("Bonds"), in one or more issues and / or tranches (whether they have the same characteristics and / or different characteristics, including the form of the bonds, the nominal value, the interest rate, the method of payment of interest and principal, the possibility of early redemption, the method of guarantee and / or the maturity date). The bonds will be placed in accordance with:

  2. One or more public offerings addressed to the public and / or to certain qualified and / or professional investors and / or on the basis of any other exceptions to the publication of a prospectus in connection with the issuance of such Bonds; and / or

  3. One or more private placements to investors through an offer addressed to qualified investors and / or to a number of less than 150 natural or legal persons, other than qualified investors, in compliance with legal provisions.

The above approval is valid in connection with the Bonds with the maximum maturity above, up to the maximum total nominal value of RON 10,000,000, regardless of whether the issuance of these Bonds will end during one or more calendar years.

  1. Authorization and power of attorney of the Board of Directors for the following:

  2. to issue any decision and to fulfill all the necessary, useful and / or opportune legal acts and facts for the execution of the decisions to be adopted by AGEA ALTUR SA, without limiting itself to, negotiating as well as establishing and approving the following in connection with each issue or tranche of Bonds:

(a) the amount of the issue or tranche, as appropriate;

(b) the price of the Bonds;

(c) any other terms and conditions of the Bonds, including, without limitation, the form of the bonds, maturity, early redemption, interest, taxes and commissions, guarantees and / or mortgages issued and / or set up in connection with the issuance of the Bonds and, where applicable, the prospectus prepared in connection with the issuance of the Bonds; and

(d) intermediaries for the issue and sale of Bonds, as appropriate;

  • To negotiate, approve and sign any contracts and / or arrangements on the Bonds and / or on the basis of which the Bonds are issued, sold and / or admitted to trading on a stock exchange, guarantee contracts, guarantee commitments, offer documents, any subscription contracts, sale, agency, trust, consultancy , certificates, declarations, registers, notifications, additional documents and any other necessary acts and documents, complete any formalities and authorize and / or execute any other actions necessary to give full effect to the issuance of the Bonds and / or the offer in connection therewith and their sale and / or related guarantees (as applicable) and to negotiate, approve and sign any other documents and perform any other operations and / or formalities that are necessary or useful to implement and give full effect to the foregoing. up and the issuance of Bonds;

  • decide whether the Bonds or any issue and / or tranche thereof will be listed on any stock exchange and, if necessary, negotiate, approve and sign any document and carry out any operations and / or formalities that may be required in connection with the admission of Bonds on such a stock exchange (including, where appropriate, the negotiation and approval of the prospectus prepared in connection with the admission of these bonds to trading on the stock exchange);

  • negotiate, approve and sign any contracts and / or arrangements relating to the above operations, and carry out any actions and / or formalities required in connection with such operations.

  • decide to use the funds obtained, as a source of financing for investments in the extension and consolidation of RET and / or for the refinancing of financial balance sheet obligations and / or to ensure the working capital necessary to support the company's strategic business plan.

  • Empowerment of Ms. av. Gunaru Maria, for fulfilling the legal formalities, in order to register the mentions at the Office of the The register attached to the Olt court, BVB and ASF Bucuresti .

The completed AGENDA is as follows:

Ordinary General Meeting of the Shareholders:

1. Presentation and approval of the financial statements prepared for the 2020 financial year, on the basis on the Annual Report of the Board of Directors and the External Financial Auditor's Report.

2.Discharge of administrators for the activity carried out in the financial year 2020.

3. Approval of the remuneration policy of the company's managers (administrators and directors) in accordance with the provisions of art. 92 index 1 of Law 24/2017 on issuers of financial instruments and market operations.

4.Presentation and approval of the Income and Expense Budget for the year 2021.

5. Presenting and approving the Investment and Modernization Plan for 2021 and empowering the Board of Directors to approve its modification according to the concrete needs of the company.

6. Approval of the extension of the service contract with the external financial auditor, following the expiry of its validity, for the audit of the financial – accounting statements of 2021.

7. Approval, in accordance with Article 11(a) of the Constituent Act, of the organizational structure of the company for the year 2021 and empowering the Board of Directors to modify the Organigram according to the economic needs of the society.

8. Ratification of the Decision of the Board of Directors no. 2/25.03.2021 approving the conclusion of a loan agreement between ALTUR SA and Mr. Adrian ANDRICI in the amount of 3,461,007 lei, for a period of 1 year.

The loan aims to pay the outstanding amounts representing taxes and duties due to the Romanian state in order to reduce / cancel the penalties (GEO 69/2020) that could be applied.

9.Approval of the date of 20.05.2021 as registration date according to art. 86, par. 1 of Law 24/2017 and 19.05.2021 as "ex data" according to the provisions of ASF Regulation 5/2018.

10. Empowerment of Ms. av. Gunaru Maria, for fulfilling the legal formalities, in order to register the mentions at the Office of the The register attached to the Olt court, BVB and ASF Bucuresti .

Extraordinary General Meeting of Shareholders

1. Approval of the commitment of a loan in the amount of 3.5 million lei for the payment of outstanding amounts, representing taxes and duties due to the Romanian state in order to reduce / cancel penalties (OG 69/2020) which could be applied to current/urgent payments to various suppliers, as well as current needs for business development and / or increase in investment activity.

2. Empowering the Board of Directors to establish the concrete conditions under which the loan will be committed.

3. Approval of the issue of non-convertible bonds, by ALTUR SA (regardless of whether they are guaranteed or unsecured), in materialized or de-materialized form, whether they will be listed on any stock exchange or not and / or denominated in RON, having a maximum nominal value total of RON 10,000,000, with an annual interest rate of 7% and a maturity (maturity) of 3 (three) years, calculated from the date of each issue ("Bonds"), in one or more issues and / or tranches (whether they have the same characteristics and / or different characteristics, including the form of the bonds, the nominal value, the interest rate, the method of payment of interest and principal, the possibility of early redemption, the method of guarantee and / or the maturity date). The bonds will be placed in accordance with:

  • One or more public offerings addressed to the public and / or to certain qualified and / or professional investors and / or on the basis of any other exceptions to the publication of a prospectus in connection with the issuance of such Bonds; and / or

  • One or more private placements to investors through an offer addressed to qualified investors and / or to a number of less than 150 natural or legal persons, other than qualified investors, in compliance with legal provisions.

The above approval is valid in connection with the Bonds with the maximum maturity above, up to the maximum total nominal value of RON 10,000,000, regardless of whether the issuance of these Bonds will end during one or more calendar years.

4. Authorization and power of attorney of the Board of Directors for the following:

  • to issue any decision and to fulfill all the necessary, useful and / or opportune legal acts and facts for the execution of the decisions to be adopted by AGEA ALTUR SA, without limiting itself to, negotiating as well as establishing and approving the following in connection with each issue or tranche of Bonds:

(a) the amount of the issue or tranche, as appropriate;

(b) the price of the Bonds;

(c) any other terms and conditions of the Bonds, including, without limitation, the form of the bonds, maturity, early redemption, interest, taxes and commissions, guarantees and / or mortgages issued and / or set up in connection with the issuance of the Bonds and, where applicable, the prospectus prepared in connection with the issuance of the Bonds; and

(d) intermediaries for the issue and sale of Bonds, as appropriate;

  • To negotiate, approve and sign any contracts and / or arrangements on the Bonds and / or on the basis of which the Bonds are issued, sold and / or admitted to trading on a stock exchange, guarantee contracts, guarantee commitments, offer documents, any subscription contracts, sale, agency, trust, consultancy , certificates, declarations, registers, notifications, additional documents and any other necessary acts and documents, complete any formalities and authorize and / or execute any other actions necessary to give full effect to the issuance of the Bonds and / or the offer in connection therewith and their sale and / or related guarantees (as applicable) and to negotiate, approve and sign any other documents and perform any other operations and / or formalities that are necessary or useful to implement and give full effect to the foregoing. up and the issuance of Bonds;

  • decide whether the Bonds or any issue and / or tranche thereof will be listed on any stock exchange and, if necessary, negotiate, approve and sign any document and carry out any operations and / or formalities that may be required in connection with the admission of Bonds on such a stock exchange (including, where appropriate, the negotiation and approval of the prospectus prepared in connection with the admission of these bonds to trading on the stock exchange);

  • negotiate, approve and sign any contracts and / or arrangements relating to the above operations, and carry out any actions and / or formalities required in connection with such operations.

  • decide to use the funds obtained, as a source of financing for investments in the extension and consolidation of RET and / or for the refinancing of financial balance sheet obligations and / or to ensure the working capital necessary to support the company's strategic business plan.

5. Approval of the date of 20.05.2021 as registration date according to art. 86, par. 1 of Law 24/2017 and 19.05.2021 as "ex data" in accordance with the provisions of ASF Regulation 5/2018.

6. Empowerment of Ms. av. Gunaru Maria, for fulfilling the legal formalities, in order to register the mentions at the Office of the The register attached to the Olt court, BVB and ASF Bucuresti .

Under the conditions of the non-fulfillment of the quorum, according to the provisions of Law 31/1990 R and amended, art.112, the next meeting of the Ordinary/Extraordinary General Meeting of Shareholders will take place on April 28, 2021 at the same time and place.

The draft decision of the OGM/EGM as well as the documents and the materials of the meeting are available 30 days before the date of the young AGOA/AGEA in electronic, on the company's website at www.altursa.ro and at the company's headquarters.

The shareholder representing individually or together at least 5% of the share capital is / are entitled:

  • to insert items on the agenda of the general meeting provided that each item is accompanied by a justification or a draft resolution proposed for adoption by the general meeting no later than 15 days from the date of convening,

  • to submit draft decisions for the items included or proposed to be included on the agenda of the meeting,

The above rights may be exercised only in written form, by courier services at company headquarters, by fax 0249/436037 or by e-mail address [email protected], by the deadline of 08.04.2021.

Each shareholder may ask questions about the items on the agenda of the general meeting. Responses to the questions will be communicated in writing or published on the company's website at www.altursa.ro.

In order to identify the persons who ask questions or requesting the completion of the agenda , they will attach to the request and copies of the documents certifying their identity as well as the account statement resulting in the ownership of the shareholder and the number of shares held, issued by the Central Depository or, as the case may be, by the participants providing custody services.

The shareholders registered on the reference date have the possibility to vote by correspondence, before the general meeting, by using the correspondent voting form, in Romanian or in English, made available as of 26.03.2021, on the web page the company at www.altursa.ro.

Letters of correspondence in Romanian or English (filled in by the shareholders and accompanied by a copy of the identity document of the natural person shareholder, the legal representative of the legal entity shareholder, as well as for the legal persons, of the official document attests to the legal representative of the shareholder) shall have to be sent in original, by post or by courier services, at the headquarters of the company located in Slatina, str. Piteşti, no.114, Olt, until 23.04.2021, at 12.00 at the Board of Directors' secretariat.

Only shareholders registered in the Shareholders 'Register can participate and vote at the Shareholders' General Assembly/Extraordinary on the reference date, namely 16.04.2021, the shareholders may participate in person or through representatives on the basis of a special proxy or a general power of attorney, including the exercise of the right to vote by mail.

Considering the measures to prevent COVID - 19 epidemic as well as following the FSA Regulation no.5 / 2020 on measures regarding the conduct of general meetings of issuers, ALTUR SA recommends to the shareholders to use electronic means regarding the Ordinary / Extraordinary General Meeting Shareholders convened on 27 / 28.04.2021. Taking into account these aspects, ALTUR SA

recommends to the shareholders the voting by mail as a way of exercise of the right to vote.

Shareholders wishing to participate at the OGMS / EGMS meeting of 27 / 28.04.2021 are asked to announce in advance the participation in order to take the organizational security measures to combat the COVID pandemic

The special proxy forms, in Romanian or in English, can be obtained from the company's headquarters or from the company's website at www.altursa.ro starting with 26.03.2021 and can be submitted, completed, including transmitted by mail or e-mail at [email protected], in Romanian or English, until 23.04.2021, 1200 hours.

Shareholders may award a general power of attorney valid for a period not exceeding three years, allowing the appointed representative to vote on all aspects of the general shareholders meeting of the company, provided that the shareholder's power of attorney is given by the shareholder , as a client, to an intermediary defined in compliance with the legal provisions in force or a lawyer.

Shareholders may not be represented in the general meeting of shareholders on the basis of a general power of attorney by a person in a situation of conflict of interest, in accordance with the provisions of Article 92 paragraph 15 of Law no. 24/2017 on issuers of financial instruments and market operations.

The General Proclamations are filed with the Company 48 hours before the General Meeting, including the mention in accordance with the original, under the signature of the representative.

Prior to depositing general or special proxies, shareholders may notify the company of the appointment of a representative by sending an e-mail to [email protected].

The correspondence voting form and the special power of attorney will be accompanied, for identification purposes, by a Certificate of Conduct issued by the Trade Registry presented in original or a copy corresponding to the original or any other original or copy of the original issued by a the competent authority of the State in which the shareholder is legally registered, attesting to the status of legal representative.

Personal data collected by the Company directly from the shareholders and/or their representatives and, indirectly, from the Central Depositary SA, at the time of the organization and conduct of AGOA/AGEA on 27/28.04.2021, shall be processed for the purpose of identifying persons who are entitled to exercise shareholder rights in connection with the organisation and conduct of the meeting.

Further information can be obtained from the company's headquarters or by phone 0249/436834.

President of the The Board of Directors, Ing. Niţu Rizea Gheorghe

Secretary CA ec. Obretin Rodica