Comelf S.A. — Proxy Solicitation & Information Statement 2026

May 18, 2026

COMelf
GRUP UZINSIDER
COMELF SA
Registry comercial No.106/02/31.01.91
Cont. bancar: (Lei) RO 12/NGB0024000040598911
(Euro) RO 58INGB0024000040590711
Descrição la: ING BANK BISTRITA
Societate cotata la Bursa de Valori Bucuresti

CURRENT REPORT

According to ASF Regulation no. 5 / 2018

Date of the report: 18.05.2026
Name of the commercial company: COMELF SA
Registered office: Bistrita, str. Industriei no. 4
Telephone / fax number: 0263.234.462; 0263.238.092
The unique registration code at the Trade Registry Office: 568656
Order number in the Trade Register: J06/02/1991
Subscribed and paid-up capital: 13,036,325.34 lei
The regulated market on which the issued securities are traded: BVB
Reported event: Convening of the OGMS/EGMS dated 29.06.2026

The Board of Directors of COMELF SA, headquartered in Bistrita, 4 Industriei Street, Bistrita – Nasaud County, meeting on 18.05.2026, by Decision of the Board of Directors no. 3 of 18.05.2026, in accordance with the provisions of art. 117 of Law 31/1990 ("Law 31/1990") on companies, republished, Law 24/2017 on issuers of financial instruments and market operations ("Law 24/2017") and the ASF regulations issued in its application, convenes:

ORDINARY GENERAL MEETING OF SHAREHOLDERS ("AGOA")
on June 29, 2026, at 10:00 am at the company’s headquarters, with the following agenda:

1. Approval of the distribution of the net result carried forward, remaining undistributed, for the year 2025, registered on 12/31/2025, in the total amount of 1,646,813 lei, according to the proposal of the Board of Directors for the distribution of dividends to shareholders, for which the gross dividend value per share is 0.073 lei, and the date of 09/18/2026, as the payment date.
2. Authorization of the general manager of the company, Mr. Eng. Cenusa Gheorghe, to fulfill all formalities regarding the registration of the OGMS decision at the Bistrita - Nasaud Trade Register Office, the publication of the decision in the Official Gazette and the signing of the Report regarding the conduct of the OGMS.
3. Approval of the registration date proposed by the Board of Directors 02.09.2026, respectively ex date 01.09. 2026.

AND

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ("EGMS")
on June 29, 2026, at 11 am at the company’s headquarters, with the following agenda:

1. Recodification of the object of activity in accordance with the Order of the President of the National Institute of Statistics no. 377/2024 and the Order of the Minister of Justice no. 2938/C/2024 regarding the obligation of companies to update the scope of activity according to CAEN rev 3, the activities for which authorization is not requested are removed from the scope of activity, with the exception of the following activities and it is proposed to amend the company’s articles of association as follows:

"Art. 6. OBJECT OF ACTIVITY OF THE COMPANY
MAIN ACTIVITY FIELD: 281 - Manufacture of general purpose machinery and equipment.
MAIN ACTIVITY: 2811 - Manufacture of engines and turbines (except for those for aircraft, motor vehicles and motorcycles).
SECONDARY ACTIVITIES:
1624 Manufacture of wooden packaging
2511 Manufacture of metal constructions and components of metal structures
2521 Production of radiators and boilers for central heating; production of steam generators and boilers
2530 Manufacture of weapons and ammunition
2815 Manufacture bearings, gears, gearboxes and mechanical transmission elements
2822 Manufacture of lifting and handling equipment
2829 Manufacture of other general purpose machinery and equipment n.e.c.
2830 Manufacture of agricultural and forestry machinery and equipment
2892 Manufacture of mining and construction machinery
2910 Manufacture of road transport vehicles
3040 Manufacture of military combat vehicles
3318 Repair and maintenance of military combat vehicles, ships, vessels, aircraft and spacecraft, military

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3312 Repair and maintenance of machinery
3320 Installation of industrial machinery and equipment
3512 Production of electricity from renewable resources
3515 Trading of electricity
3516 Storage of electricity
3821 Recovery of recyclable materials
4939 Other passenger land transport n.c.a.
9610 Washing and cleaning of textile articles and fur products"
and empowering the chairman of the Board of Directors, Mr. Savu Constantin, to sign the updated articles of association.

1. It is proposed to amend Art. 7.2 of the company's articles of association to mention the updated structure of the share capital, as of the reference date 17.04.2026, as follows:
   "Art. 7.2. The subscribed and paid-up share capital consists of the shareholders' contribution as follows:
   1) UZINSIDER SA holds a contribution of 10,552,571.04 lei, respectively 18,194,088 dematerialized registered shares (80.9474%).
   2) Other shareholders, natural and legal persons (including COMELF employees), together hold a contribution of 2,483,754.30 lei, respectively 4,282,335 dematerialized registered shares (19.0526%)."
   and the authorization of the Chairman of the Board of Directors, Mr. Savu Constantin, to sign the updated articles of association.
2. Authorization of the general manager of the company, Mr. Eng. Cenusa Gheorghe, to fulfill all formalities regarding the registration of the EGMS decision at the Bistrita - Nasaud Trade Register Office, the publication of the decision in the Official Gazette and the signing of the Report regarding the conduct of the EGMS.
3. Approval of the registration date proposed by the Board of Directors, 02.09.2026, respectively ex date 01.09. 2026.

The shareholders registered in the Shareholders' Register at DEPOZITARUL CENTRAL SA at the end of 17.06.2026, as the reference date, may participate and vote at the EGMS/EGMS meeting.

One or more shareholders representing individually or together at least 5% of the share capital have the right:
a) To introduce points on the agenda of the general meeting, provided that each point is accompanied by a justification or a draft resolution proposed for adoption by the general meeting, within 15 days at most from the date of publication of the convocation.
b) To present draft decisions for the items included or proposed to be included in the agenda of the general meeting, within 15 days at most from the date of publication of the convocation.

In the same interval, each shareholder has the right to ask written questions regarding the items on the EGMS/EGMS agenda. The company will formulate a general answer for questions with the same content that will be available on the company's website, in question-answer format.

The shareholders mentioned in the previous paragraphs have the obligation to send the materials / questions in writing, in sealed envelopes, accompanied by certified copies of identity documents, identity card / identity card in the case of natural persons, respectively registration certificate in the case of legal persons, as well as the copy the document proving their legal representative status, at the company headquarters with the clearly written mention, in capital letters FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS / EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 29.06.2026, or by e-mail with the extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature, to the address tabloubord@comelf.ro mentioning in the subject "for EGMS/EGMS of 29.06.2026".

The access of the shareholders entitled to participate in the EGMS/EGMS on the reference date is allowed by simple proof of their identity made, in the case of natural persons, with their identity document or, in the case of legal persons, with the Special Power of Attorney given to the natural person who represents them.

Shareholders can participate personally or through other persons, on the basis of a special Power of Attorney, according to the form provided by the company, in accordance with the legal regulations.

The special power of attorney forms for EGMS/EGMS dated 29.06.2026 in Romanian and English can be obtained from the company's headquarters - the Dashboard service or can be downloaded from the company's website, starting from 28.05.2026. An original copy of the special power of attorney in Romanian or English, completed and signed, accompanied by a copy of the shareholder's valid identity document (identity card / identity card in the case of natural person shareholders and registration certificate in the case of legal entities) will be submitted / send to the company's headquarters until 27.06.2026, at 10³⁰, another one to be made available to the representative so that he can prove his capacity as a representative in the assembly. The special powers of attorney accompanied by the identification documents of the shareholders can be sent in Romanian or English and by e-mail with the extended electronic signature incorporated according to Law no. 455 / 2001 on the electronic signature, until the date of 27.06.2026 at 10⁰ to the address tabloubord@comelf.ro mentioning in the subject "for EGMS/EGMS of 29.06.2026". On the date of the EGMS/EGMS, the designated representative will hand over the originals of the special powers of attorney, if they were sent by e-mail with the extended electronic signature and a copy of the valid identity document of the designated representative.

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The general power of attorney granted by the shareholder, as a client, to an intermediary [defined according to Law no. 24/2017] or to a lawyer, before the first use, will be submitted to the company's headquarters, in a certified copy by the shareholder's representative, until 27.06.2026 (the date of registration at the company's registry), under the penalty of losing the exercise of the right to vote by representative at the general assembly convened by this convener, according to the provisions of the law.

COMELF SA shareholders can vote by mail, using the mail voting form, in Romanian and English. The forms can be obtained from the company's headquarters - the Dashboard service or can be downloaded from the company's website, starting from 28.05.2026. Voting forms by mail in Romanian or English completed and signed, accompanied by a copy of the shareholder's valid identity document (identity bulletin/card in the case of natural person shareholders, respectively registration certificate and copy of the identity document of the legal representative in the case of individuals legal documents) can be sent to the company's headquarters, with confirmation of receipt, so that they are registered as received by 27.06.2026, at 10³⁰ at the latest. Forms received after the above date and time will not be taken into account for determining the quorum and majority in the EGMS/EGMS. The voting option can be expressed by e-mail in Romanian or English to the address tabloubord@comelf.ro, with the electronic signature mentioning "for the EGMS/EGMS of 29.06.2026".

The materials and the draft decision subject to the AGOA debate can be consulted at the company's headquarters, every working day or on the company's website (www.comelf.ro – Section "Information for the day"), starting from 28.05.2026.

If at the first convocation the assembly will not be statutory, the meeting will be reconvened on June 30 of this year. under the same conditions (place, time, agenda).

Additional information can be obtained at the headquarters of COMELF SA Bistrita, at phone numbers 0263.234462 ext. 201, 0372.037309, between 8⁰⁰ and 15⁰⁰ or by e-mail at tabloubord@comelf.ro.

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