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Santierul Naval Orsova S.A.

AGM Information Oct 21, 2024

2348_iss_2024-10-21_8d447cfc-aa30-45dc-899c-203ecbed0d7d.pdf

AGM Information

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ŞANTIERUL NAVAL ORŞOVA S.A. Nr. RC J25/150/1991 CIF: RO 1614734 Capital social: - subscris 28.557.297,5 lei - varsat 28.557.297,5 lei Str. Tufări, nr. 4, Orşova, 225200, Mehedinţi Tel.: 0252/362.399; 0252/361.885; Fax: 0252/360.648 E-mail: [email protected]; [email protected] Codul LEI (Legal Entity Identifier): 254900UXAJ8TPIKLXG79 Cod IBAN: RO96RNCB0181022634120001- B.C.R. Orşova Cod IBAN: RO59BRDE260SV03176142600- B.R.D. Orşova

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: 21.10.2024

Name of the trading company: ŞANTIERUL NAVAL ORŞOVA S.A.; Registered office: 4, TUFĂRI Street, ORŞOVA, MEHEDINŢI County; Telephone/fax:0252/362399 0252/360648;

Single registration code issued by the Trade Register: RO 1614734;

Registered number with the Trade Register's Office: J25/150/03.04.1991;

Code Lei: 254900UXAJ8TPIKLXG79

Subscribed and paid in share capital: 28,557,297.5 Lei

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

Regulated market where the issued securities are traded: Bucharest Stock Exchange-category Standard (symbol: SNO)

IMPORTANT EVENT TO REPORT:

DECISION OF THE EXTRAORDINARY GENERAL MEETING SHAREHOLDERS No. 60 from 21.10.2024

The extraordinary general meeting of shareholders of the company Şantierul Naval Orsova-S.A., Convened for October 21/22, 2024, carried out its works at the first convocation, respectively October 21, 2024, at 10 00, at the main headquarters of the company from Orsova, str .Tufari no.4, being fulfilled the conditions of publicity and quorum according to the legal provisions (Companies Law no.31 / 1990, republished, with subsequent amendments; Law no.24 / 2017 and ASF Regulation no.5 / 2018 on issuers of financial instruments and market operations), as it results from the minutes of the technical secretariat of the meeting, respectively:

• The announcement regarding the convening of the extraordinary general meeting of shareholders was published at least 30 days before the meeting in:

  • «Official Gazette» part IV, number 4154 of 11.96.2043;

  • The daily "Datina" no. 9660 from 11.09.2024;

  • The daily newspaper "BURSA" no. 171 from 11.09.2024;

• The materials subject to debate were published on the company's website www.snorsova.ro, at the deadline announced in the call, respectively 16.09.2024, with the right of access for all interested parties.

• From the total number of shareholders registered in the register of shareholders, provided by The Depositary of Central SA Bucharest, on the reference date 30.09.2024, expressed their votes - both directly and by correspondence, a number of 7 shareholders holding 94,25249% of the share capital, the quorum conditions being met, according to the provisions of art. 112 (1) of the Companies Law no. 31/1990, republished, with the subsequent amendments and completions and of art. 15 par. (3) of the Articles of Association of the company. After discussing all the materials presented in the agenda and taking into account the votes cast, directly and by correspondence, the Extraordinary General Meeting of Shareholders

DECIDES:

Art.1. The election of the meeting secretariat consisting of three members, respectively Mrs. Maria Carstoiu, Mrs. Carmen Inca and Mr. Horia Ciorecan, shareholders with the identification data available at the company's headquarters, in charge of verifying the presence of shareholders, fulfilling the formalities required by law and the constitutive act for holding the general assembly, counting the votes expressed during the meeting of the general assembly and drawing up the minutes of the meeting is approved;

This article was adopted with 10,766,386 validly cast votes, representing 94.25249% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,766,386 "for" votes;
  • 0 votes "against";
  • 0 abstentions;

Art.2. The amendment of art. 22-(1) of the Constitutive Act is approved, as follows:

Art. 15 paragraph (2) and paragraph (4) are modified and will have the following content:

(2) The powers exercised by the ordinary and extraordinary general meetings are those provided by the Companies Law and any other applicable normative acts. Whenever a decision has to be adopted regarding a problem that is not provided by law as being within the competence of one of the two forms of the general assembly and it does not result, from the analysis of the problem, that it is related to the current management of the company, it is considered that it it is the competence of the extraordinary general meeting.

(4) If the ordinary general meeting cannot work due to the non-meeting of the conditions provided for in paragraph (3), the meeting that will meet at a second convocation can deliberate on the items on the agenda of the first meeting, regardless of the quorum met, taking decisions with the majority of votes cast.

Paragraph (7) is added to art. 15, which will have the following content:

(7) The meetings of the general meetings of shareholders will be opened by the president of the board of directors. If the chairman of the board of directors cannot appear for the opening of the meeting, regardless of the reason, the meeting of the meeting will be opened by the person holding his place, and in his absence by the vice-chairman of the board of directors or another person expressly authorized in this purpose of vice president.

Art.16 is modified and will have the following content:

Art. 16 – The general meeting, ordinary or extraordinary, is convened by the board of directors, whenever necessary and at the request of the shareholders entitled according to the law, if their request includes provisions that fall within the powers of the meeting. The board of directors is obliged to convene the general meeting of shareholders at the request of two members of the board of directors, including on the agenda of the meeting the provisions that fall within the attributions of the meeting as indicated in the request.

Paragraph (4) is added to art. 19, which will have the following content:

(4) If the term of office of the administrators expires and the company does not elect other administrators, regardless of the reason, the administrators who have not been revoked and whose mandate has expired may continue their mandate in the interest of the good administration of the company until the meeting of the general assembly ordinary shareholders of the company electing other administrators.

Article 20 para. (1) is modified and will have the following content:

(1) The board of directors will meet at least once every 3 months, at the call of the president or vice president. The Board of Directors may also be convened at the motivated request of at least two of its members or of the executive general director, whenever such a convening is necessary, and the agenda will be proposed by the authors of the request. Two members of the board of directors may request approval by the board of directors of convening the general meeting of shareholders with an agenda proposed by the authors of the request. The President or, as the case may be, the Vice-President is obliged to comply with the request thus formulated by the two members of the board of directors and to include the received request on the agenda of the board of directors, which will take place, without any other formality, within 5 days from the date of request.

This article was adopted with 10,766,386 validly cast votes, representing 94.25249% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,766,386 "for" votes;

  • 0 votes "against";

  • 0 abstentions;

Art.3. The appointment of Mr. Sperdea Mircea Ion as the authorized person to sign the updated Constitutive Act of the company is approved.

This article was adopted with 10,766,386 validly cast votes, representing 94.25249% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,766,386 "for" votes;

  • 0 votes "against";

  • 0 abstentions;

Art.4. The power of attorney of Mr. Mircea Ion Sperdea, general manager of the company is approved, for the conclusion of the general extraordinary meeting of the shareholders' resolution (AGEA) and for any other documents which are necessary to the putting into execution of the AGEA resolution and to carry out the publicity and registration forms.

This article was adopted with 10,766,386 validly cast votes, representing 94.25249% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes were recorded as follows:

  • 10,766,386 "for" votes;

  • 0 votes "against";

  • 0 abstentions;

This decision is an integral part of the minutes prepared by the commission appointed for this purpose and will be published according to the legal provisions, regarding the continuous information of the shareholders.

This decision, adopted with the quorum established by law, will be submitted within the legal term to the Mehedinti Trade Register Office to be mentioned in the register and published in the Official Gazette of Romania, part IV, and a copy accompanied by the other documents provided in the legal norms will be submitted to the Financial Supervision Authority and the Bucharest Stock Exchange, through the care of the general manager of the company, Mr. Eng. Sperdea Mircea Ion.

PRESIDENT OF THE MEETING MEETING SECRETARY ION DUMITRU CIORECAN HORIA

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