Santierul Naval Orsova S.A.

AGM Information • Apr 10, 2020

To:

THE STOCK EXCHANGE – Department for Operations Issuers of Regulated Markets FINANCIAL MONITORING AUTHORITY – Sector of Instruments and Financial Investment

CURRENT REPORT ACCORDING TO LAW NO. 24/2017 AND TO THE ASF REGULATION NO. 5/2018 CONCERNING THE ISSUERS OF FINANCIAL INSTRUMENTS AND MARKET OPERATIONS

Date of the Report: 10.04.2020

Trading company: ŞANTIERUL NAVAL ORŞOVA S.A;

Main headquarters: no. 4 Tufări Street, Orşova Town, Mehedinţi County;

Phone number: 0252/362399; Fax no.: 0252/360648

Unique registration code at the Trade Register Office: RO 1614734;

Number and registration date at the Trade Register Office: J25/150/03.04.1991;

Share capital issued and paid up: 28.557.297,5 lei

Number of shares: 11.422.919 common shares, of 2,5 lei each;

It is listed at the Stock Exchange Bucharest, STANDARD categories under symbol: SNO;

IMPORTANT EVENT TO REPORT:

THE RESOLUTION NO. 49 FROM THE DATE OF 10.04.2020 OF THE GENERAL ORDINARY MEETING OF THE SHAREHOLDERS

General Ordinary Meeting of Shareholders from SANTIERUL NAVAL ORSOVA S.A., scheduled for the date of 10/11 April 2020, held his works at at first calling, respectively 10 of April 2020, 10: 00 AM, at the head office of the company in Orsova, Tufari street no.4, being accomplished conditions of quorum and publicity in according with legal provisions (Law of commercial companies no. 31/1990, republished, with subsequent additions and modifications; Law no. 24/2017 and ASF regulation no. 5/2018 concerning the issuers of financial instruments and market operations, as results from the minutes of the technical secretariat of the meeting, respectively:

• Announcement of the General Ordinary Meeting of the Shareholders convocation was published at least 30 days before meeting in :
  • "Official Journal" IVth part, no. 883 from 05.03.2020
  • "Datina" Magazine no. 7549 from 06.03.2020
  • "BURSA" Magazine no. 44 from 06.03.2020
• Materials to be debated was published on company`s website www.snorsova.ro at the term announced on the convocation, respectively 05.03.2020, with access rights for all interested persons.
• From total number of shareholders enrolled in shareholder`s register, given by Depozitarul Central SA Bucuresti, at the reference date of 27.03.2020, expressed there votes – directly and via correspondence, a number of 9 shareholders detaining 91,30 % from social capital, being fulfilled quorum conditions, in according with art. 112 from Companies Law no. 31/1990, republished, with subsequent additions and modifications and art. 15, 3rd alignment from Constitutive Act.

After discussion of all other materials on the agenda, General Ordinary Shareholders Meeting,

DECIDE:

Art.1.. It is approved unanimously the results of the revaluation of the tangible assets from the group of ships is approved together with the recording of differences coming from the revaluation at 31.12.2019, as resulted from the described report.

The recording of the depreciations to the fixed assets being in conservation, totally amounting to 382.036,26 lei is approved unanimously.

Art.2. . It is approved unanimously the annual financial reports concluded on 31.12.2019, based on the management report of the Management Board and the Report of the independent financial auditor are approved:

	- LEI -
TOTAL OPERATIONAL INCOMES	66.694.538
TOTAL FINANCIAL INCOMES	1.003.597
OPERATIONAL EXPENSES	63.353.281
FINANCIAL EXPENSES	369.542

RESULT BEFORE TAXATION	3.975.312
TAX PER PROFIT AND SPECIFIC TAX	770.262
NET PROFIT	3.205.050
LEGAL RESERVES (5%)	198.765
NET PROFIT TO ALLOT	3.006.285

Art.3. . It is approved unanimously allotment of the net profit corresponding to the year 2019 amounting to 3.006.285 lei, settled according to the above mentioned, for the following scope :

• 2.741.500,56 lei, as dividends, representing 0,24 lei/share, gross dividend
• 264.784,82 lei as own source of financing (at the disposal of the company)

Art.4. . It is approved unanimously the asset discharge of the managers, for the fiscal year 2019 .

Art.5. Finding the fulfillment of the indicators and performance targets approved for the fiscal year 2019,it is approved unanimously the variable remunerations are approved in compliance with the administration and mandate contracts.

Art.6. It is approved unanimously the criteria and performance objects for the year 2020, attached to the administration and mandate contracts are approved. It is approved unanimously the updated form of the administration and mandate contracts as well as the nomination of Mr. Sorin Radulescu as conventional trustee as to sign for and behalf of the society the Administration Contracts.

Art.7. It is approved unanimously ABA Audit Timisoara company nomination of the external auditors in according with secret vote expressed by the shareholders. It is approved unanimously Board of Directors mandation for negotiation and concluding the contract for external financial audit of the company for auditing the financial statements for the years 2020 and 2021.

Art.8. It is approved unanimously the date of 14th of august 2020 has been approved as registration date for the identification of the shareholders who must undertake the results of the general ordinary meeting of the shareholders and of the date of 13th of August 2020 as ex date, according to the legal norms.

Art.9. It is approved unanimously the date of 31th of august 2020 is approved as payment date of the dividends, in compliance with art. 2 line (2), let.h) from the ASF Regulation no. 5/2018. It has been agreed that all the payment costs of the dividends are paid by the beneficiaries, out of the value of the net dividend.

Art.10. It is approved unanimously the power of attorney of Mr. Mircea Ion Sperdea, general manager of the company is approved, for the conclusion of the general ordinary meeting of the shareholders' resolution (AGOA) and for any other documents which are necessary to the putting into execution of the AGOA resolution and to carry out the publicity and registration forms.

Present decision is integrant part of the minutes issued by the nominee commission in this sense and will be given to publicity in according with legal dispositions, regarding continuously information of shareholders.

This decision, adopted with quorum concluded by law, will be deposed in legal term to Commerce Registry Office from Mehedinty County to be mentioned on register and published in Official Journal of Romania, IV-th part, and one original accompanied by all other documents provided by legal norms will issued to Financial Surveillance Authority and Stock Exchange Bucarest, by caring of general manager of company, mr. eng. Sperdea Mircea Ion.

PRESIDENT OF THE MEETING Eng.Mircea Sperdea

MINUTES ISSUING COMMISSION: 1.Ec. Cirstoiu Maria 2.Cons.Jur. Ciorecan Horia