Cemacon S.A.

AGM Information • Sep 5, 2016

Calea Dorobantilor nr. 46, Cladirea Silver Business Center Etaj 1, Cluj-Napoca, România Telefon +4 0364 711 030; Fax +4 0360 816 083 E-mail office@cemacon.ro www.cemacon.ro

To: Autoritatea de Supraveghere Financiara

Bursa de valori - Bucuresti

CURRENT REPORT

ACCORDING TO ANNEX NO. 29 TO THE REGULATION NO. 1/2006, REGARDING THE ISSUERS AND THE OPERATIONS WITH SECURITIES

Current report according to Regulation of CNVM no.1/2006

Date of the report:	05.09.2016
The name of the issuer:	CEMACON S.A.
Headquarters:	Cluj-Napoca, 48 Calea Dorobantilor street, Cluj County
Sole Identification Number:	677858
Fiscal Sign:	RO
Registration Number with the Trade Registry: J12/2466/2012
Share Capital:	11.399.021,8 RON
The Regulated Market on which the issued shares are traded: Bucharest Exchange		Stock

The important event to be reported:

The Decision of EGMS on 05.09.2016

In accordance with art. 113 of the Regulation of CNVM no.1/2006, CEMACON S.A. informs that on 05.09.2016 the Extraordinary General Meeting of Shareholders of Cemacon SA gathered at first convocation, held at the headquarters from Cluj-Napoca, 48 Calea Dorobantilor street, Cluj county.

According to the notice of attendance, the persons in the capacity of shareholders on the reference date of 25.08.2015 had the right to take part in and to vote in the EGMS

At the Extraordinary General Meeting of Shareholders were present or expressed their vote by correspondence shareholders representing $\frac{q\ell_1\sigma_7}{q}$ % of the total share capital, Extraordinary General Meeting of Shareholders being statutory.

Annexed to this current report there is the adopted decision of EGMS of CEMACON SA in Romanian and English languages.

Chairman of the Board of Directors

ORION STRATEGY CONSULTING SRL

By dl. Stoleru Liviu-Ionel

Calea Dorobanților nr. 48, Clădirea Silver Business Center Etaj 1, Cluj-Napoca, România
Telefon +4 0364 711 030; Fax +4 0360 816 083 E-mail office@cemacon.ro www.cemacon.ro

Decision no $\AA$ from 05.09.2016 of

The Extraordinary General Meeting of Shareholders of Cemacon SA

The Extraordinary General Meeting of Shareholders of Cemacon SA, a joint stock company organized and operating under the laws of Romania, headquartered in Cluj-Napoca, 48 Calea Dorobantilor street, Cluj county, registered at Cluj Trade Registry Office no, J12 /2466/2012, unique registration code 677 858, (hereinafter referred to as the "Company"), was legally convened, today, 05.09.2016, at 10:00 a.m., at the company's headquarter, a number of $104.319$ 0% shares from a total of 113.990.218 shares being represented, the presence being \$2, of % and the quorum was legally met according to the provisions of article 115 from Law 31/1990.

According to the Convening, the persons having the capacity of shareholders at the reference date of August 25^th 2016 were entitled to attend and vote in the Extraordinary General Meeting of Shareholders

In accordance with Law 31/1990, Capital Market Law 297/2004, CNVM Regulations 1/2006 and 6/2009 and with the Articles of Incorporation of the Company, the Extraordinary General Meeting of Shareholders

DECIDES

• Art. 1. Approval of conclusion of a credit agreement in order to refinance the loan contracted from BCR according to the Credit Contract no. 2 of 19.03.2015 and to supplement the working capital and of appointing the Board of Directors for negotiating the conditions of refinancing, under the following maximum limits:
• $(i)$ The maximum amount of the facility RON 60.000,000:
  • $\mathbf{a}$ . Refinancing - RON 55.000.000
  • $\mathbf b$ . Working capital - RON 5.000.000
• $(ii)$ The maximum term of the facility:
  • $\overline{a}$ . Refinancing - 10 years from the date of the agreement
  • $\mathbf b$ . Working capital $-1$ year from the date of the agreement

$\mathbf{1}$

• $(iii)$ The interest $-$ not more than tree (3) percentage points for the interest applicable under the Credit Contract no. 2 of 19.03.2015 concluded with BCR;
• $(iv)$ Other costs and fees under the received offers;

Calea Dorobanților nr. 48, Clădirea Silver Business Center Etaj 1, Cluj-Napoca, România
Telefon +4 0364 711 030; Fax +4 0360 816 083 E-mail office@cemacon.ro www.cemacon.ro

• $(v)$ Granting mortgages on the following real estate properties of the Company:
• Factory land outside of the build-up areas, total area of 414.270 sq.m., located $\overline{a}$ . in Recea, compound of:
  • land of 1.077 sq.m., located in Recea, identified with Land Registry no. 50012, topographical no. 345/1:
  • land of 293 sq.m., located in Recea, identified with Land Registry no. 50013, topographical no. 345/2;
  • land of 10,000 sq.m., located in Recea, identified with Land Registry no. 50046, topographical no. 315:
  • land of 12.300 sq.m., located in Recea, identified with Land Registry no. 50067, topographical no. 320:
  • land of 3.000 sq.m., located in Recea, identified with Land Registry no. 50160, topographical no. 50160;
  • land having built on a market house for preparation and a market house for production, administrative building ground floor + 2 floors, blind for the ash system, of 264.400 sq.m., located in Recea, identified with Land Registry no. 50242, topographical no. 50242-C1, 50242-c2, 50242-c3, 50242-c4;
  • land of 4.000 sq.m., located in Recea, identified with Land Registry no. 50387, topographical no. 318;
  • land of 26.700 sq.m., located in Recea, identified with Land Registry no. 50245, topographical no. 248;
  • land of 10,000 sq.m., located in Recea, identified with Land Registry no. 50388, topographical no. 317;
  • land of 4.500 sq.m., located in Recea, identified with Land Registry no. 50389, topographical no. 336;
  • land of 4.500 sq.m., located in Recea, identified with Land Registry no. 50390, topographical no. 324;
  • land of 1.100 sq.m., located in Recea, identified with Land Registry no. 50391, topographical no. 335;

Calea Dorobanților nr. 48, Clădirea Silver Business Center Etaj 1, Cluj-Napoca, România
Telefon +4 0364 711 030; Fax +4 0360 816 083 E-mail office@cemacon.ro www.cemacon.ro

• land of 4.500 sq.m., located in Recea, identified with Land Registry no. 50392, topographical no. 319:
• land of 15,000 sq.m., located in Recea, identified with Land Registry no. 50393, topographical no. 316;
• land of 14.000 sq.m., located in Recea, identified with Land Registry no. 50394, topographical no. 321;
• land of 4.500 sq.m., located in Recea, identified with Land Registry no. 50395, topographical no. 329/1;
• land of 31.600 sq.m., located in Recea, identified with Land Registry no. 50540, topographical no. 247;
• land of 1.050 sq.m., located in Recea, identified with Land Registry no. 50541, topographical no. 294;
• land of 1.750 sq.m., located in Recea, identified with Land Registry no. 50542, topographical no. 293;
• $\mathbf{b}$ . land, total area of 2.900 sq.m., located in Panic, Hereclean Commune, compound of:
• land of 891 sq.m., identified with Land Registry no. 52219, cadastral no. 593;
• land of 973 sq.m., identified with Land Registry no. 52220, cadastral no. 592;
• land of 1,036 sq.m., located in Hereclean Commune, identified with Land Registry no. 52221, cadastral no. 591;
• $\overline{c}$ . land having built on a warehouse, total area of 17.003 sq.m., located in Beltiug Commune, compound of:
• land having built on a storehouse, of 50 sq.m., identified with Land Registry no. 101983, cadastral no. 2983/3/a;
• land having built on a workshop, of 248 sq.m., identified with Land Registry no. 101983, cadastral no. 2983/3/b;
• land having built on a storehouse, of 27 sq.m., identified with Land Registry no. 101983, cadastral no. 2983/3/c;

Calea Dorobantilor nr. 48, Clădirea Silver Business Center Etaj 1, Cluj-Napoca, România
Telefon +4 0364 711 030; Fax +4 0360 816 083 E-mail office@cemacon.ro www.cemacon.ro

• land having built on a shed, of 288 sq.m., identified with Land Registry no. 101983, cadastral no. 2983/3/d;
• land having built on a garage, of 14 sq.m., identified with Land Registry no. 101983, cadastral no. 2983/3/e;
• land having built on a shed, of 209 sq.m., identified with Land Registry no. 101983, cadastral no. 2983/3/f;
• land having built on a shed, of 387 sq.m., identified with Land Registry no. 101983, cadastral no. 2983/3/g;
• land having built on a pig cage, of 71 sq.m., identified with Land Registry no. 101983, cadastral no. 2983/3/h;
• land having built on a shed, of 415 sq.m., identified with Land Registry no. 101983, cadastral no. 2983/3/i;
• land having built on a shed, of 112 sq.m., identified with Land Registry no. 101983, cadastral no. 2983/3/j;
• land having built on a shed, of 546 sq.m., identified with Land Registry no. 101983, cadastral no. 2983/3/k;
• fenced land of 6.617 sq.m., identified with Land Registry no. 101983, cadastral no. 2983/3/l;
• land for gate of 10 sq.m., identified with Land Registry no. 101983, cadastral no. 2994/1/a;
• land having built on an office building $+$ a storehouse, of $231$ sq.m., identified with Land Registry no. 101983, cadastral no. 2994/1/b;
• land having built on a shed, of 84 sq.m., identified with Land Registry no. 101983, cadastral no. 2994/1/c;
• land having built on a workshop, of 402 sq.m., identified with Land Registry no. 101983, cadastral no. 2994/1/d;
• land having built on a storehouse, of 38 sq.m., identified with Land Registry no. 101983, cadastral no. 2994/1/e;
• land having built on a warehouse for fuel, of 28 sq.m., identified with Land Registry no. 101983, cadastral no. 2994/1/f;

Calea Dorobantilor nr. 48, Clădirea Silver Business Center Etai 1. Clui-Napoca, România Telefon +4 0364 711 030; Fax +4 0360 816 083 E-mail office@cemacon.ro www.cemacon.ro

• land having built on a shed, of 108 sq.m., identified with Land Registry no. $101983$ , cadastral no. $2994/1/g$ ;
• fenced land of 7.118 sq.m., identified with Land Registry no. 101983, cadastral no. 2994/1/h;
• $(vi)$ Granting movable mortgages on: equipment, plumbing, machines, stocks, accounts, pledge on receivables of the Company and on the insurance policies according to the annex to this decision and assignment of receivables arising from the commercial agreements.

It is approved Mr. Liviu-Ionel Stoleru's empowerment, Romanian citizen, domiciled in Bacau City, 10 Mioritei Street, D entrance, flat 4, Bacau county, born on October 20^th, 1971, in Bacau City, Bacau county, identified with ID series ZC no. 142900, issued on September 29^th, 2015 by SPCLEP Bacau, having Personal Identification Number 1711020040049, in order to sign any and all documents and to perform any and all the required actions in view of the refinancing of the above mentioned credit procedure as well as to sign the new credit agreements, mortgage agreements, guarantee agreements and of any similar documents.

• Art. 2. Approval of sell by CEMACON REAL ESTATE S.R.L., a limited liability company, organised and operating under Romanian law, headquartered in Zalau, 1 Fabricii Street, Salaj County, Sole Identification Number 32604048, being registered with the Salaj Trade Registry under no. [12/3663/2013, having as sole shareholder CEMACON S.A., headquartered in Cluj-Napoca, 48 Calea Dorobantilor street, 1st floor, Silver Business Center builduing, RO 677858, J 12/2466/2012 to DEDEMAN S.R.L, Romanian legal entity, headquartered in Bacau City, 8 Alexei Tolstoi Street, Bacau County, registered with Bacau Trade Registry under no. $\log\left(2621/1992\right)$ , having sole identification number RO $2816464$ , of the following real estate:
• land of approximately 22.600 sq.m. (the exact area will be determined at the moment a. when the real estate is divided according to the parties' agreement) of the total area of the real estate owned by Cemacon Real Estate SRL, identified with Zalau Land Registry no. 66540 and topographical numbers: 1585/1/1/2, 1585/2/1/23, 1586/8/2, $1586/q/2$ , $1585/1/3/2/1$ , $1585/1/3/2/2$ , $1585/1/2/1/2/2$ , $1585/1/3/2/4$ , $1585/1/3/2/5$ 1585/1/2/1/2/6, 1585/1/2/1/2/3, 1585/1/2/1/2/4, 1585/1/2/1/2/5, 1586/31/2, 1585/1/2/1/3/3, 1585/1/2/1/3/2, 1585/1/3/2/6, 1585/1/2/1/2/15, 1585/1/3/2/7, 1585/1/3/2/8, 1585/1/3/2/9, $1585/2/1/3/2/2$ , $1585/1/3/2/10$ , $1585/2/2/1/1/3/1$ , $1585/2/1/3/2/4$ , $1585/1/2/1/2/7$ $1585/2/1/3/2/3$ , $1585/1/2/1/3/1$ , $1585/1/2/1/2/13$ $1585/1/2/1/2/14$ , $1585/2/1/3/2/1$ , 1585/1/2/1/2/1/a, real estate that is located in Zalau, 1 Fabricii street, Salaj county. Following the process of determining and individualization there will be a single plot allocated to be sold, identified with a sole cadastral number and registered with a sole land registry.
• $(land)$ registered with Registry 50434 b. a real estate Land no. and

Calea Dorobantilor nr. 48, Clădirea Silver Business Center Etaj 1, Cluj-Napoca, România Telefon +4 0364 711 030; Fax +4 0360 816 083 E-mail office@cemacon.ro www.cemacon.ro

cadstral/topographical number 50434, of 3.104 sq.m., located in Zalau, 1 Fabricii Street, Salaj County. For this land there will be maintained an acces (to pass) right for the land registered under Land Registry no. 66540, that will remain in the ownership of Cemacon Real Estate SRL.

The sale will be concluded after accomplishing the conditions that the parties agreed upon and after obtaining the consent of Romanian Commercial Bank, as mortgagor creditor, at the price of $62.5$ EUR/sq.m. + VAT.

The area of land that is the object of the agreement concluded with DEDEMAN SRL, will be sold free of buildings, the demolition being performed until o level, without groundwork, at Cemacon Real Estate SRL cost, the transformer stations will be destroyed/moved; on the sale date the land will be free of any encumbrances, excepting the mortgages and interdictions in favour of BCR that will be stroke out.

Art. 3. Empowering the Board of Directors of Cemacon SA to negotiate the clauses of the sale preagreement and of the sale agreement/the general conditions of performing the transaction provided at the above point 2 in the name and on behalf of Cemacon Real Estate SRL, as well as to designate a reprezentative for signing in name and on behalf of Cemacon Real Estate SRL and Cemacon SA (as the case may be) the sale pre-agreement, the sale agreement and any other document in front of the competent public notary/Cadaster and Real Estate Publicity Office/any other public authority or private legal entity neccesary to fullfill with this decision.

The pre-agreement that will be concluded will provide that an advance payment will be paid by Dedeman SRL, whose refund in case of non-conclusion of the tranzaction will be guaranteed by Cemacon SA, in its capacity of sole shareholder of Cemacon Real Estate SRL, though a modality that the parties will mutually agree.

• Art. 4. Empowering the Board of Directors of Cemacon SA to send/provide to the buyer SC DEDEMAN SRL/public notary/any other third party that proves a legal interest in this case, any document/statement/empowerment etc legitimately requested by DEDEMAN SRL and/or the public notary and/or other third party during the due dilligence and implementation of the tranzaction process.
• Art. 5. Approval of the date of 20.09.2016 as registration date for identifying shareholders of the Company who are affected by decisions adopted in the EGMS.
• Art. 6 Approval of 19.09.2016 as ex-date.
• Art. 7 Empowering the Board of Directors in order to sign any and all documents and to perform any and all operations as well as to fulfil any and all formalities required for implementing the decisions adopted during the EGMS.

Calea Dorobantilor nr. 48, Clădirea Silver Business Center Etaj 1, Cluj-Napoca, România Telefon +4 0364 711 030; Fax +4 0360 816 083 E-mail office@cemacon.ro www.cemacon.ro

Art. 8 Empowering the Chairman of the Board, SC ORION STRATEGY SOLUTION SRL represented by Mr Stoleru Liviu-Ionel identified with ID series ZC no. 142900, issued on September 29^th, 2015 by SPCLEP Bacau, to sign on behalf of shareholders of all resolutions to be adopted by the EGMS and the fulfilment of all legal formalities for the enforcement and registration of the adopted resolutions and decisions, with the possibility of third party sub-empowerment.

Within the power of attorney, ORION STRATEGY SOLUTION SRL represented by Mr Stoleru Liviu-Ionel and any of its sub-agents, without limitation, shall fulfil all required formalities for signing in the name and on behalf of the shareholders the Resolutions of EGMS, as well as to undertake any necessary measures and formalities for implementing and registering the decisions of the shareholders to the FSA, the Central Depository, Bucharest Stock Exchange, the Trade Registry Office and any other authorities and individuals or legal entities involved.

The empowerment of Mr. Liviu-Ionel Stoleru, Romanian citizen, domiciled in Bacau City, Art. 9 10 Mioritei Street, D entrance, flat 4, Bacau county, born on October 20^th, 1971, in Bacau City, Bacau county, identified with ID series ZC no. 142900, issued on September 29^th, 2015 by SPCLEP Bacau, having Personal Identification Number 1711020040049, to carry out all required measures and formalities regarding the registration/publication of this resolution in order to fulfill any and all operations regarding the registration and publication of the EGMS resolution, in accordance with the legal in force provisions.

Adopted today, 05.09.2016 and signed in 4 originals.

CHAIRMAN OF THE BOARD OF DIRECTORS

ORION STRATEGY SOLUTION SRL

By Stoleru Liviu - Ionel

Carea Dorobampion m. 46, Cladifiea Silver Business Center
Etaj 1, Cluj-Napoca, România
Telefon +4 0364 711 030; Fax +4 0360 816 083
E-mail office@cemacon.ro
www.cemacon.ro

Appendix to the General Meeting of Shareholders of CEMACON SA

No my	Name	Inventory value
44567	TUNNEL DRYER	26,842,270
44568	TUNNEL OVEN	22,092,885
44569	73 Pieces of VAGONETI OVENS	8,420,069
44571	PRODUCTS INSTALLATION FOR RAW OPERATION	6,347,150
44573	INSTALLATION FOR UNLOADING AND PALLETING WITH ROBOTS	5,835,435
44565	PRESSER TYPE TECNO 750	4,871,892
44572	WITH INSTALLATION FOR SETTLING 3,657,449 ROBOTS
44553	CLAY DITCHER ELINDA 130EF	1,774,154
44514	TYPE MACHINE DELICATE VALT 1,426,657 COMPACT 1012
1206	FURNACING SYSTEM FOR CHARRED COAL 1,420,650 OF OIL
44547	1,184,459 COARSE VALT MACHINE LI 1012
44575	878,539 CLEANING SYSTEM VAGONETI
44549	FOR LINES TRANSPORTATION RELAY 815,415 CLAY PREPARATION
44574	722,580 DRAPING MACHINE STRECH HOOD
44548	692,402 CLAY MIXER MIX710I
44550	FOR LINE TRANSPORTATION RELAY 554,088 SUPPLY SIL
2441	INSTALLATION FOR ASH SIEVEING 540,237
44563	535,856 RELAY SUPPLY LINES FOR PRESSER

Carea Dorobanțiror nr. 46, Ciadirea Silver Business Center
Etaj 1, Cluj-Napoca, România
Telefon +4 0364 711 030; Fax +4 0360 816 083
E-mail office@cemacon.ro www.cemacon.ro

Cărămizi inteligențe EVOCERAMIC

44544	CLAY BREAKER R1500	470,580
44564	CLAY SUPPLY TYPE CFD120/8	454,956
44551	TRANSPORTATION LINES FOR RELAY CLAY EXTRACTION	379,476
44566	RELAY RAW WASTE LINES	340,678
44543	ASH SUPPLIER CFD120	330,497
44541	YELLOW CLAY SUPPLIER.CFD120	330,114
44542	BLUE METAL CLAY SUPPLIER CFD120	325,358
44570	CONTROL ROOM	285,551
2202	VALT MACHINE VERDES SECOND	230,225
44562	COMPRESSORS STATION KAESER	201,097
44552	DUST EXHAUST UT PREPARAR	163,094
44576	AUTOMATIC SYSTEM FOR TIRE GREASING	135,984
2440	DIES WASHING MACHINE	127,435
2458	ANGLE DEFLECTOR 115,604
44429	113,986 CHARGER KB3
44554	AUTO WEIGHTING SYSTEM 60TO	83,960
2483	VACUM PUMP GHS730VSD 77,567
3538	VIDEO SURVEILLANCE SYSTEM 77,389
44578	AND SCREENING SAWDUST SUPPLY 67,460 INSTALLATION
2472	AUTOMATIC PRESSER 3000KN	60,160
2377	59,162 SKODA CAR
2371	SKODA OCTAVIA DRIVE PLUS TDI 57,736
2372	SKODA OCTAVIA DRIVE PLUS TDI 57,736
2373	SKODA OCTAVIA DRIVE PLUS TDI	57,736

Carea Dorobanjiror m. 46, Cradirea Silver Business Center
Etaj 1, Cluj-Napoca, România
Telefon +4 0364 711 030; Fax +4 0360 816 083
E-mail office@cemacon.ro
www.cemacon.ro

2379	SKODA OCTAVIA PLUS TDI	56,993
2380	SKODA OCTAVIA PLUS TDI	56,993
2242	DIGITAL PRESSER FOR TESTING	55,639
2439	SAWDUST SCREENING INSTALLATION	53,958
2473	JIB CRANE 2000KILO	49,306
44555	MINISTATIE DE EPURARE	36,890
44546	MAGNET PERMANENT 5NT-1400	34,779
2366	CLEANING MINISTATION 3MC-LIVR	31,226
44545	CLAY SUPPLIER 2LAN/1200	29,185
2378	MACHINE FOR BRICKS POLISHING	24,745
2444	GPS STATION ROVER GPS SOUTH S82	21,029
3539	LIGHTNING ROD INSTALLATION	19,685
2476	18,984 LAPTOP SIEMENS PGM4
3540	BOILER WITH SOLAR PANES 17,148
2493	MACHINE FOR WATER IONIZATION 12,570
	Than	93,734,856

Page 3 of 4

Carea Doropaninor nr. 46, Craoirea Silver Business Center
Etaj 1, Cluj-Napoca, România
Telefon +4 0364 711 030; Fax +4 0360 816 083
E-mail office@cemacon.ro
www.cemacon.ro

Stock Cont.	Name	Balance Value
301	Raw materials	3,300,262 RON
302	expendable materials	1,950,668 RON
303	Materials inventory as objects	46,765 RON
341	Blanks	202,550 RON
345	Deliverables	7,096,725 RON
351	Materials and third parties materials	43,391 RON
354	Third parties products	2,719,793 RON
	Goods in custody and
357	consignation	404,527 RON
371	Goods	1,298,948 RON
381	Packaging	1,710,317 RON
	Total	18,773,946 RON

CEMACON SA

President of Board of Directors

ORION STRATEGY SOLUTION SRL

By Mr.Stoleru Liviu Ionel