Mecanica Ceahlau

AGM Information • Sep 23, 2014

SOCIETATEA COMERCIALA "MECANICA CEAHLAU" S.A. - PIATRA NEAMT-

Attention to

THE AUTHORITY FOR FINANCIAL SUPERVISION [ASF] BUCHAREST BUCHAREST STOCK EXCHANGE CURRENT REPORT

in compliance with the provisions under Law 297/2004 and of the Regulation $N^{\circ}$ 1/2006 of CNVM

Report date: 23/09/2014 Issuing entity: S.C. "Mecanica Ceahlău" SA Registered Office: Municipality of Piatra Neamt, Str. Dumbravei, Nº 6 Phone/Fax: 0233/211104: 0233/216069 Unique Code of Registration with the Office of the Register of Commerce: R.2045262 Register of Commerce Incorporation N°: J.27/8/1991 Social capital, subscribed and paid: Lei 23,990,846.00 Regulated Market on which movables issued are traded: [Bursa de Valori] Bucharest Stock Exchange

1/ Important events to be reported:

1.a. The Ordinary General Meeting and the Extraordinary General Meeting of the Shareholder is hereby convened for the 30 October / 1 November 2014.

THE BOARD OF DIRECTORS OF THE COMPANY "MECANICA CEAHLAU" S.A.

With registered office in the municipality of Piatra Neamt, str. Dumbravei, $N^{\circ}$ 6, county of Neamt, registered in the Registrar of Commerce with Nº J27/8/1991, unique code of registration 2045262, convened in the meeting held on 23.09.2014, in compliance with the provisions of Law 31/1990, republished and amended, hereby convene the Shareholders' Ordinary General Meeting at 14:30, on 30 October 2014; said meeting is to be held at the company's registered office in Piatra, Str. Dumbravei, Nº 6, county of Neamt, for all shareholders registered in the Shareholders' Register at the end of the day 17/10/2014, with the following agenda:

For the Shareholders' Ordinary General Meeting

1. Election of the secretariat of the company shareholders' ordinary general meeting, in compliance with the provisions of Law 31/1990, article 129, paragraph (21);

2. Approval of the supplementing the investment programme with a view to increasing the companies capacity of presentation, sales, service, and consulting regarding the products of the company, within the limits of the budget for investments for 2014 (Resolution of AGOA No 7 of 15/04/2014) including setting up secondary offices or organising showroom centres, consulting and service points, trading representative offices, etc.

3. Amending the AGOA Resolution No 8 of 15/04/2014 and approval of the new general limits for the remuneration of the company directors, i.e., supplementing the budget provisions for 2014 under the chapter expenditure with third parties by the amount of LEI 84,000.

4. Empowering the company's Board of Directors to negotiate / re-negotiate and to supplement/amend the management agreement with the company directors hired on such management agreement with the provisions in the budget provisions.

5. Ratifying the Resolution No 2 din 10/06/2014 of the Board of Directors with respect to setting up a new position of Director of Operations as well as such appointment and remuneration of Mr MOLESAG Sorin, as of 10/06/2014, on the position of Director of Operations, within the general limits of the directors' remuneration.

6. Approval of the date of 17/11/2014 as the date for the identification of the shareholders who are to benefit from rights and who are to suffer from the effects of the SOGM [AGOA] resolutions.

7. Empowering the Secretary of the Board of Directors, i.e., Mr Ioan LEUSTEAN - holder of Id. Serial NT No 568014, to conduct and fulfil all formalities necessary to the enter the Resolutions at the Office of the Registrar of Commerce.

For the Shareholders' Extraordinary General Meeting

1. Election of the secretariat of the company shareholders' extraordinary general meeting, in compliance with the provisions of Law 31/1990, article 129, paragraph (21);

2. Amending the company by-laws in compliance with the provisions of art. 113, letter d) of Law 31/1990, republished and with further amendments and completions, as follows:

Provisions under letter d) paragraph 2, article 12 of the company by-laws which reads: "d) setting up or closing down some secondary registered offices: branches, agencies, representative offices or other such units without legal personality" shall be repealed.

Article 18, the second paragraph of the company by-laws, shall be supplemented after letter 'i' by a further letter, i.e., "i1' which shall read as follows: "i1. Approved, by resolution, setting up or closing down some secondary registered offices: branches, agencies, representative offices, showrooms or other such units without legal personality", and shall modify accordingly Appendix No 1of the Company By-Laws; shall adopt the measures required by the set up and operation of such entities without legal personality as well as the appointment of revocation of the manager thereof. The appointment/revocation of the manager of entities without legal personality can be delegated by the Chair of the Board of Directors or the CEO."

In case the amendments to the by-laws are approved, redrafting and republishing of the updated version of such by-Laws shall be approved to be published in the Official Monitor of Romania, Fourth Part.

1. Approval of the date of 17/11/2014 as the date for the identification of the shareholders who are to benefit from rights and who are to suffer from the effects of the SOGM [AGEA] resolutions.

2. Empowering the Secretary of the Board of Directors, i.e., Mr Ioan LEUSTEAN - holder of Id. Serial NT No 568014, to conduct and fulfil all formalities necessary to the enter the Resolutions at the Office of the Registrar of Commerce.

The shareholders shall attend the ordinary general meeting simply by proof of their identity, i.e., for individual shareholders, with ID, and by special proxy to individual representatives, in case of corporate shareholders and individual shareholders represented in the meeting. Such special proxy shall be issued in three original counterparts (one for the company, one for the principal and one for the agent). The original special proxies and a copy of the ID or of the represented shareholder's certificate of registration will be submitted in original at the company offices or sent via email, in Romanian or in English, to ceahlau@mecanicaceahlau.ro by 13:00 on 28.10.2014.

Shareholders already registered on the reference date (i.e., 17/10/2014) in the shareholders' register could opt for voting via post, before the Shareholders' General Meeting, using the postal vote form. The postal vote form in original, in Romanian or English, together with the copy of the identification or the shareholder's registration certificate shall be submitted to the company offices by 16:00 [hours] on 28/10/2014. Please note that only shareholders already registered on the reference date (i.e., 17/10/2014) shall be entitled to cast their vote by post and/or to attend the general meeting and cast their vote therein.

Further information and documents related to items on the agenda, e.g., draft projects, special proxy forms, and postal vote form, will be available for shareholders at the company's registered office or on the company's website, i.e., www.mecanicaceahlau.ro, as of 30/09/2014, both in Romanian and in English.

One or more shareholders holding individually or between them at least 5% of the shares capital are entitled to introduce new items on the agenda of the Ordinary and Extraordinary Shareholders' General Meetings, provided each item is accompanied by an argument or by a draft resolution to be submitted to the general meeting. Propositions shall be sent, in writing, to the company by 16:00 [hours] on 10/10/2014. Moreover, one or several shareholders holding individually or between them at least 5% of the social capital are entitled to submit draft resolutions to be added on the agenda of the general meeting. Such draft resolutions shall be sent in writing by t by 16:00 [hours] on 10/10/2014.

Shareholders may address their queries as to items on the agenda of the general meeting between the 01/10/2014 and 16:00 [hours] on 28/10/2014.

In case a statutory and legal quorum, necessary to conduct the general meeting, is not reached on the first meeting convened, the following general meetings shall be held on 31/10/2014, with the same agenda, at the same place and time. For further information, please refer to the company registered office and feel free to call on 0233-211104 extension 117 or contact us at ceahlau@mecanicaceahlau.ro.

Event to be held on: 23/09/2014.

Catalin IANCU Chair of the Board of Directors

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