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Armatura S.A.

AGM Information Jun 24, 2025

2333_iss_2025-06-24_55e5d895-442d-46e8-b570-51ca8b8588a6.pdf

AGM Information

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CURRENT REPORT

According to ASF Regulation No. 5 / 2018 Report Date: June 24, 2025 "ARMATURA" S.A. Registered Office: Cluj-Napoca, Str. Gării no. 19 Phone Number: +40 0371 784 884, Fax: +40 371 784 881 Trade Registry No. with Cluj County Court: J12/13/1991 Unique Registration Code: RO 199001

IMPORTANT EVENT TO BE REPORTED:

On June 24, 2025, the Extraordinary General Meeting of Shareholders of ARMATURA S.A. (the "Company") was held at the Company's registered office, at first convocation, with a participation representing 86.2245% of the subscribed and paid-up share capital (34.489.800 shares/votes), and resolutions were adopted on the matters listed on the agenda, as follows:

  1. Approves the dissolution and initiation of the liguidation procedure, as a result of the reduction of the Company's net assets (calculated as the difference between total assets and total liabilities) to less than half of the value of the subscribed share capital and the impossibility of fulfilling the Company's corporate purpose, pursuant to Article 15324 and Article 227 paragraph (1) letter b) of Law no. 31/1990.2.

Valid votes cast by the shareholders: 34,489,800 votes, representing 86.2245% of the total share capital and 100% of the share capital present, of which 34,489,800 voted in favor, 0 against, and 0 abstentions.

  1. Approves the appointment of BELCIU INSOLVENCY SPRL, with registered office at Str. Grigore Mora no. 11, 2nd Floor, Sector 1, Bucharest, tax identification code (CUI) 31613331, registered with the National Union of Insolvency Practitioners of Romania under no. 0608/25.05.2012, represented by Violeta Belciu, as judicial liquidator for the purpose of carrying out the liquidation procedure (hereinafter referred to as the "Liquidator").

Valid votes cast by the shareholders: 34,489,800 votes, representing 86.2245% of the total share capital and 100% of the share capital present, of which 34,489,800 voted in favor, 0 against, and 0 abstentions.

    1. Approves the authorization of the Liquidator to undertake all necessary procedures, operations, and formalities before any public authority, including tax authorities, in connection with the liquidation (including the transfer of the Company's assets resulting from the liquidation to the shareholders). In this regard, it is proposed that the Liquidator perform all duties provided by the applicable legislation, including:
  • a) To ensure the distribution of the Company's assets and liabilities;
  • b) To ensure the payment of all the Company's debts, including tax obligations, and the collection of all receivables during the liquidation procedure;
  • c) To carry out and complete commercial operations related to the liguidation and to conduct any type of transactions for this purpose;
  • d) To settle with the shareholders, at the time of liquidation, the rights due to them regarding the return of share capital and dividends;

  • e) To represent the Company in accordance with legal provisions, including submitting, in the name and on behalf of the Company, any tax or other declarations, as well as making any registrations in public registers;
  • f) To carry out any other duties and responsibilities provided by law.

Valid votes cast by the shareholders: 34,489,800 votes, representing 86.2245% of the total share capital and 100% of the share capital present, of which 34,489,800 voted in favor, 0 against, and 0 abstentions.

  1. Approves the suspension from trading of the securities admitted to trading on the regulated market of the Bucharest Stock Exchange, until the completion of the liquidation procedure.

Valid votes cast by the shareholders: 34,489,800 votes, representing 86.2245% of the total share capital and 100% of the share capital present, of which 34,489,800 voted in favor, 0 against, and 0 abstentions.

  1. Approves the delisting of the securities admitted to trading on the regulated market of the Bucharest Stock Exchange upon completion of the liquidation procedure.

Valid votes cast by the shareholders: 34,489,800 votes, representing 86.2245% of the total share capital and 100% of the share capital present, of which 34,489,800 voted in favor, 0 against, and 0 abstentions.

  1. Approves July 22, 2025 as the registration date, in accordance with the provisions of Article 87 of Law 24/2017 and Article 2 of Regulation 5/2018, namely the date used to identify the shareholders who will be affected by the resolutions of the EGMS, and July 21, 2025 as the exdate.

Valid votes cast by the shareholders: 34,489,800 votes, representing 86.2245% of the total share capital and 100% of the share capital present, of which 34,489,800 voted in favor, 0 against, and 0 abstentions.

  1. Approves the empowering Mr. BOGDAN STEFAN to sign, on behalf of the shareholders, the EGMS resolution and any other related documents, and mandating "Jantea și Asociații" - Civil Law Partnership, with its office in Bucharest, Str. Transilvaniei no. 9, Sector 1, registered with the Bucharest Bar under no. 2164/16.12.2013, having tax identification code RO 32675944, phone +40(21)336 72 25, fax +40(21)336 72 26, email: [email protected], to carry out any act or formality required by law for the fulfillment of publicity formalities and the registration of the EGMS Resolution with the Trade Registry or any other public institution.

Valid votes cast by the shareholders: 34,489,800 votes, representing 86.2245% of the total share capital and 100% of the share capital present, of which 34,489,800 voted in favor, 0 against, and 0 abstentions.

By mandate granted by the general assembly signs

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