Santierul Naval Orsova S.A. — Proxy Solicitation & Information Statement 2026

Mar 25, 2026

SANTIERUL NAVAL ORSOVA S.A.

Nr. RC.J1991000150257 CIF: RO 1614734

Capital social: - subscris 28.557.297,5 lei

• varsat 28.557.297,5 lei

Str. Tufări, nr. 4, Orșova, 225200, Mehedinți

Tel.: 0252/362.399; 0252/361.885; Fax: 0252/360.648

E-mail: mircea.sperdea@snorsova.ro; marketing@snorsova.ro

Codul LEI (Legal Entity Identifier): 254900UXAJ8TPIKLXG79

Cod IBAN: RO96RNCB0181022634120001- B.C.R. Orșova

Cod IBAN: RO59BRDE260SV03176142600- B.R.D. Orșova

UNITED REGISTRAR OF SYSTEMS
ISO 9001
UKAS QUALITY MANAGEMENT
001

To: The STOCK EXCHANGE – Operations Department Issuers of Regulated Markets

FINANCIAL MONITORING AUTHORITY – Sector Financial Instruments and Investments

CURRENT REPORT ACCORDING TO THE LAW NO. 24/2017 AND TO THE REGULATION ASF NO. 5/2018

Concerning the issuers of financial instruments and market operations

Date of the report: 25th of March 2026

Trading company: ȘANTIERUL NAVAL ORȘOVA S.A;

Main headquarters: no. 4 Tufări Street, Orșova Town, Mehedinți County;

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

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

Number registration at the Trade Register’s Office: J1991000150257;

Code LEI: 254900UXAJ8TPIKLXG79

Share capital issued and paid up: 28,557,297.5 lei

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

Regulated market on which the issued securities are traded: Stock Exchange Bucharest, STANDARD category (under symbol: SNO)

IMPORTANT EVENT TO REPORT: CONVOCATION OF THE GENERAL ORDINARY MEETING OF THE SHAREHOLDERS

The management board of ȘANTIERUL NAVAL ORȘOVA S.A, with the main head-office in the town of Orșova, no. 4 Tufări Str., registered at ORC of Mehedinți County with no. J25/150/1991, unique registration number 1614734, joining their meeting from the date of the 24th of March 2026 decided to call out the General Ordinary Meeting of the Shareholders for the date of 27th of April 2026, at 10⁰⁰ o'clock, to the head office from the town of ORȘOVA, NO. 4 TUFĂRI STREET, MEHEDINȚI COUNTY, in compliance with the regulation no. 31/1990 republished in 2004, further amended and abridged, with the, with the Law no. 24/2017 concerning the issuers of the financial instruments and market operations of the ASF regulation no. 5/2018 related to the issuers of the financial instruments and market operations and with the provisions from the Articles of Incorporation.

The General Ordinary Meeting of the shareholders has the following AGENDA:

1. Election of the meeting secretariat consisting of Mr. Ciorecan Horia, shareholder with identification data available at the company's headquarters, tasked with verifying the presence of shareholders, fulfilling the formalities required by law and the articles of association for holding the general meeting, counting the votes cast during the general meeting and drawing up the meeting minutes;

---

1. Presentation of the report on the results of the revaluation of tangible assets in the ship group. Approval of the recording of the revaluation differences in the net amount of 4,452,565.63 lei in the accounting records as of 31.12.2025;

2. Presentation, debate and approval of the annual financial statements for the financial year 2025, prepared in accordance with International Financial Reporting Standards, based on the Management Report of the Board of Directors and the Report of the statutory financial auditor;

3. Approval of the 2025 Annual Financial Report, according to art. 651 of Law 24/2017;

4. Approval of the distribution of the net profit achieved in 2025. The Board of Directors proposes that the net profit in the amount of 8,762,422.09 lei be distributed to the following destinations:

5. 7,653,355.73 lei for the distribution of dividends, which means 0.67 lei gross/share;

6. 1,109,066.36 lei as its own source of financing.

7. Approval of the draft Revenue and Expenditure Budget and the investment program for 2026, according to the proposal of the administrators;

8. Presentation and submission of the advisory vote of the Remuneration Report for the financial year 2025;

9. Discharge of the administrators for the financial year 2025;

10. Election of a new member of the Board of Directors for a term that will begin on 27.04.2026 and end on 23.04.2028;

11. Authorization of Mr. Mircea Ion Sperdea, the General Manager of the Company, to sign, on behalf of the Company, with the appointed administrator, member of the Board of Directors, the Management Contract in the approved form and for the members of the Board of Directors in office;

12. Approval of removing from the accounting records the Company's participation in the share capital of Kritom Shipping Company, and maintaining it in the off-account records.

13. Approval of the transfer to costs of the brackets recorded as fees, paid to lawyers in relation to this company and the resumption of the depreciations established for the participation, respectively lawyers' fees.

14. Approval of the fixed remuneration due to the administrators for the financial year 2026, according to art.19 (2) of the Articles of Association, at the level approved by the shareholders for the financial year 2025.

15. Approval of the accounting registration in the financial year 2026 of the dividends not collected for more than 3 years from the due date, for which the right to dividend is extinguished by prescription, namely the dividends related to the financial year 2021 existing in the balance as unpaid on 31.12.2025, in the amount of 147,514.12 lei.

16. Approval of the date of 20.05.2026 as the registration date and the ex-date of 19.05.2026 for the identification of the shareholders on whom the effects of the decision of the Ordinary General Meeting of Shareholders are reflected.

17. Approval of the date of 29.05.2026 as the date of payment of the dividends established in point 4 above, in accordance with the provisions of art.187, point 11 of ASF Regulation no. 5/2018 on issuers of financial instruments and market operations, as subsequently amended and supplemented. The costs related to the payment of dividends will be borne by the beneficiary shareholders, from the value of the net dividend.

18. Authorization of Mr. Mircea Ion Sperdea, general director of the company, to sign the decision of the ordinary general meeting of shareholders (AGOA) and any other documents necessary for the implementation of the AGOA decision and to carry out the formalities of its publication and registration.

Only registered shareholders to the Shareholders' Register of the company on the date of 15th of April 2026 settled as reference date will be able to join the meeting and vote.

The share capital of ŞANTIERUL NAVAL ORŞOVA SA is formed of 11.422.919 registered dematerialized shares, with a nominal value of 2.5 lei, each share being entitled to one vote within the general ordinary meeting of the shareholders.

---

The shareholders representing, separately or together, at least 5% out of the share/issued capital, are entitled to:

a) Introduce points into the agenda of the general meeting, provided that each point is supported by an argument or by a decision draft proposed for adoption by the general meeting;

b) Submit decision drafts for the points included or proposed to be included in the agenda of the general meeting.

The due date for the shareholders to carry out the above mentioned rights is 10th of April 2026, until 03:00 p.m. The applications must be sent in written to the company’s head-office Şantierul Naval Orşova S.A., no. 4 Tufări Street, Orşova Town, Mehedinţi County.

Each shareholder is entitled to ask questions concerning the points of the agenda of the general meeting. The company can reply also by posting the answer of their website, to the section “Frequent questions”.

The shareholders mentioned in the previous lines are obliged to send the materials/questions in written, in sealed envelopes, accompanied by the following documents:

• for the natural persons shareholders - certified copy of their identity cards and account statement issued by the Depozitarul Central SA out of which it results the quality of shareholder and number of withhold actions;

• for the legal persons shareholders – the registration certificate, certified copy of the identity card of the legal representative and account statement out of which it results the quality of shareholder and the number of shares withhold, issued by Depozitarul Central SA or, as appropriate, the participants who supply custody services, according to the law.

The documents stipulated will be sent to the company’s head-office, with a clearly written note, in capital letters: “FOR THE GENERAL ORDINARY MEETING OF THE SHAREHOLDERS from the date of 27th of April 2026”.

Candidates for the position of administrator will be nominated by the current members of the Board of Directors or by the shareholders, according to art.137¹ paragraph (2) of Law no. 31/1990 Republished with subsequent amendments and completions.

The eligibility conditions that candidates must meet for the position of member of the Board of Directors and the content of the application file are presented on the company's website: www.snorsova.ro, in the section "INVESTORS/ MATERIALS FOR THE OGMS OF APRIL 27, 2026".

The application files of the proposed administrators will be submitted to the Board of Directors of SANTIERUL NAVAL ORSOVA S.A., at the company's headquarters, no later than April 10, 2026, 1600 hours, in order to be included on the list of candidates, which will be subject to approval by the Ordinary General Meeting of Shareholders. The candidates will be listed, in chronological order of the registration numbers at the registry of the company SANTIERUL NAVAL ORSOVA S.A. of the candidacy files. Only candidates whose files are complete, containing the documents mentioned in the list published on the company's website, will be listed on the ballot papers, respecting the chronological order of the registration of the files.

The list containing information on the names, place of residence and professional qualifications of the persons proposed for the position of administrator will be available to the shareholders, at the company's headquarters and is published on the company's website https://www.snorsova.ro and can be completed until the deadline for submitting applications. On April 13, 2026, the Company will update the special power of attorney forms and the ballot papers by correspondence with information on the candidates for the position of administrator.

The documents, informative materials and drafts of the resolution of the general meeting concerning the issues included in the agenda may be seen on the company’s web site – www.snorsova.ro and/or from the company’s head-office, starting with the date of 25th of March 2026 during the working days from 09⁰⁰ a.m.-03⁰⁰ p.m.

The shareholders registered on the reference date may join and vote at the General meeting of the shareholders directly and may be represented also by other persons who are different from the shareholders, according to a special power of attorney or general power of attorney, conceived according to the provisions under the Law no. 24/2017 and the ASF Regulation no. 5/2018. The shareholders legal persons or parties without a legal personality who take part in the General Shareholders’ Meeting through

---

other persons than their proxy representative, will mandatorily use a special or general power of attorney, under the terms stipulated above. The shareholders will fulfill and sign the special powers of attorney in three original samples: one for the shareholder, one for the representative and one for the company.

The general power of attorney may be awarded for a period which will not exceed three years, allowing the appointed representative to vote in all the aspects under debate of the General Meeting of the Shareholders, provided that the general power of attorney is awarded by the shareholders, as client, to an interim party described according in art. 2 paragraph 1, point 19 of Law no. 24/2017 regarding the issuers of the financial instruments and market operations or to a lawyer. The shareholders cannot be represented in the General Meeting of the Shareholders according to a general power of attorney, by a party who finds themselves in a conflict of interests' situation, in compliance with the stipulations under the Law no. 24/2017.

The access of the natural persons shareholders, entitled to take part in the general meeting is allowed through a simple test of their identity carried out with the identity card and in the case of the shareholders natural persons represented, with the power of attorney given to the natural person they represent.

The access of the shareholders legal persons, entitled to take part in the general meeting, is allowed according to the proof of the legal representative quality when the proxy representative of the shareholder is present in person. In the case when the proxy representative is not present himself, then the proof of the quality of proxy representative will be accompanied by the power of attorney given to the natural person who represents the named shareholder. The quality of proxy representative may be proved with a finding certificate issued by the Trade Register, submitted in original or a copy according to the original or any other document in original or copy according to the original issued by the certified authority in the state in which the shareholder is legally registered who certifies the quality of proxy representative. The document certifying the quality of proxy representative of shareholder legal person is valid provided that it had been issued with at least 3 months prior to the publication of the General Meeting Convener. The documents certifying the quality of proxy representative conceived in a foreign language, other than English will be accompanied by a translation, realized by a certified translation, in Romanian or English language.

The requirements stipulated within the previous lines are applied accordingly also for proving the quality of proxy representative of the shareholder who proposes the introduction of new points on the agenda of the general meeting of the shareholders or which ask questions to the issuer concerning the points on the agenda of the general meeting of the shareholders.

The forms of special powers of attorney in Romanian or English language may be obtained from the company's head office starting with the date of 25th of March 2026 between 9:00 a.m.-03:00 p.m. or they may be downloaded from the company's website. A file of the special power of attorney will be submitted/sent to the company's head office until including the date of 25th of April 2026, a file following to be made available to the representative's use, so that he can prove this quality.

The shareholders registered on the reference date are able to vote also by correspondence, prior to the date when the general meeting is held, by using the voting form by correspondence. The voting form, in Romanian language or in English Language, may be obtained starting with the date of 25th of March 2026 between 9:00 a.m. - 03:00 p.m., from the head office of the company or from the website www.snorsova.ro.

In the case of the vote by correspondence, the voting form, fulfilled and signed, accompanied by the copy of the identity document (ID card/identity card, in the case of natural persons, namely registration certificate in the case of legal persons), may be sent to the company's head office, up to the 25th of April 2026, 10:00 a.m., in closed envelope, with the clear mention, in capital letters: "FOR THE GENERAL ORDINARY MEETING OF THE SHAREHOLDERS FROM THE DATE OF 27TH OF APRIL 2026".

The powers of attorney and the voting forms, accompanied by the identification data of the shareholders, may be sent also by e-mail with extended electronic signature in compliance with Law no. 455/2001 concerning the electronic signature, until the date of 25th of April 2026, at 10:00 a.m., to the address: marilena.visescu@snorsova.ro, On the date of the general meeting, these documents will be handed over in original.

---

The voting forms which are not received until the indicated date cannot be considered for settling the quorum and majority within the general meeting.

Additional information may be found at the company’s head-office or at the phone number 0252362399 between 9:00 a.m.-3:00 p.m.

In the case when the validity terms of the meeting upon first calling have not been fulfilled, then the general meeting of the shareholders will be held for the date of 28th of April 2026, with preservation of the agenda, the time and place of its progress.

PRESIDENT OF THE ADMINISTRATION BOARD,
ION DUMITRU