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

May 28, 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: office@snorsova.ro

Codul LEI (Legal Entity Identifier): 254900UXAJ8TPIKLXG79

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

CERTIFIED INet MANAGEMENT SYSTEM

U K A S

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: 28th of May 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 and registration date 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 Extraordinary General Meeting and the Ordinary General Meeting of 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 27th of May 2026 decided to call out the General Extraordinary Meeting of the Shareholders for the date of 29th of June 2026, at 1000 o’clock and the General Ordinary Meeting of the Shareholders for the date of 29th of June 2026 at 1100 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 Law no. 297/2004, concerning the stock market, further amended and abridged, with

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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.

I. The General Extraordinary 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;
2. Approval of the extension of the global multi-option and bi-currency ceiling, in a total amount of 1,500,000 euros and of the ceiling for covering the exchange rate risk, in an amount of 2,069,000 USD, contracted with BRD-GROUP SOCIETE GENERALE;
3. Approval of the date of 22.07.2026 as the Registration Date, according to art. 87 para. (1) of Law no. 24/2017 and the date of 21.07.2026 as the "ex date" date, according to art. 2 para. 2 letter l) of Regulation no. 5/2018.
4. Authorization of Mr. Mircea Ion Sperdea, general manager of the company, to sign the decision of the Extraordinary General Meeting of Shareholders (EGMS) and any other documents necessary for the implementation of the EGMS decision and to carry out the formalities of its publication and registration.

II. THE AGENDA OF THE GENERAL ORDINARY MEETING OF THE SHAREHOLDERS:

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;
2. Election of the company's external auditor and setting the duration of the external financial audit contract, taking into account the expiration of the contract of the incumbent auditor. Mandate of the company's General Manager for the negotiation and conclusion of the external financial audit contract. (secret vote)
3. Approval of the date of 22.07.2026 as the Registration Date, according to art. 87 paragraph (1) of Law no. 24/2017 and of the date of 21.07.2026 as the "ex date" date, according to art. 2 paragraph 2 letter l) of Regulation no. 5/2018.
4. Authorization of Mr. Mircea Ion Sperdea, general manager of the company, to sign the decision of the Ordinary General Meeting of Shareholders (OGMS) and any other documents necessary for the implementation of the OGMS decision and to carry out the formalities of its publication and registration.

Only shareholders registered in the Company's Shareholders' Register on June 18, 2026, established as the reference date, may participate and vote in the meetings. The share capital of ŞANTIERUL NAVAL ORŞOVA SA is made up of 11,422,919 registered, dematerialized shares, with a nominal value of 2.5 lei, each share giving the right to one vote at the general meetings of shareholders.

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Shareholders representing, individually or together, at least 5% of the share capital, have the right:

a) to introduce new items on the agenda of the general meetings, provided that each item is accompanied by a justification or a draft resolution proposed for adoption by the general meetings;
b) to present draft resolutions for items included or proposed to be included on the agenda of the general meetings.

The deadline for shareholders to exercise their rights mentioned above is June 13, 2026, until 15:00. If this day is a non-working day, the deadline is extended until the next working day. Requests must be submitted in writing to the headquarters of Şantierul Naval Orşova S.A., Tufări Street, no. 4, Orşova, Mehedinţi County.

Each shareholder has the right to ask questions regarding the items on the agenda of the general meetings. The company may also respond by posting the answer on its website, in the "Frequently Asked Questions" section.

The shareholders mentioned in the previous paragraphs are required to send the materials/questions in writing, in sealed envelopes, accompanied by the following documents:

• In the case of individual shareholders – a certified copy of the identity document and an account statement issued by Depozitarul Central SA, showing the status of shareholder and the number of shares held;
• In the case of legal entity shareholders – the registration certificate, a certified copy of the identity card of the legal representative and an account statement showing the status of shareholder and the number of shares held, issued by Depozitarul Central SA or, as the case may be, by the participants providing custody services, in accordance with the law.

The aforementioned documents will be sent to the company's headquarters, with the following clearly written in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS dated June 29, 2026” respectively “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS dated June 29, 2026”. Documents, information materials and draft resolutions of the general meetings regarding the issues included on the agenda can be consulted on the company's website - www.snorsova.ro and/or at the company's headquarters, starting with May 29, 2026 on working days between 9:00 and 15:00. Shareholders registered on the reference date may participate and vote at the General Meeting of Shareholders directly or may be represented by persons other than shareholders, based on a special or general power of attorney, drawn up in accordance with the provisions of Law no. 24/2017 and ASF Regulation no. 5/2018.

Shareholders who are legal entities or entities without legal personality who participate in the General Meeting of Shareholders through a person other than the legal representative, will mandatorily use a special or general power of attorney, under the conditions mentioned above. Shareholders shall complete and sign the special powers of attorney in three original copies: one for the shareholder, one for the representative and one for the company. The general power of attorney may be granted for a period not exceeding three years, allowing the designated representative to vote on all matters under discussion at the General Meeting of Shareholders, provided that the general power of attorney is granted by the shareholder, as a client, to an intermediary defined in accordance with art. 2 para. (1) point 19 of Law no. 24/2017 on issuers of financial instruments and market operations, or to a lawyer. Shareholders may not be represented in the General Meeting of Shareholders on the basis of a general power of attorney by a person who is in a situation of conflict of interest, in accordance with the provisions of Law no. 24/2017.

Access to shareholders who are natural persons, entitled to participate in the general meetings, is permitted by simple proof of their identity, made with the identity document and in the case of

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shareholders who are natural persons represented, with the power of attorney issued by the natural person representing them.

Access to shareholders who are legal persons, entitled to participate in the general meetings, is permitted based on proof of the capacity of legal representative when the legal representative of the shareholder is present. If the legal representative is not present, along with the proof of the capacity of legal representative, the power of attorney issued by the natural person representing the respective shareholder shall be presented. The capacity of legal representative is proven by a certificate issued by the Trade Register, presented in original or a copy conforming to the original, or any other document, in original or a copy conforming to the original, issued by a competent authority in the state in which the shareholder is legally registered, which attests the capacity of legal representative. The document certifying the legal representative status of the shareholder who is a legal entity is valid if it was issued no later than 3 months before the publication of this convening notice.

Documents certifying the legal representative status drawn up in a foreign language other than English shall be accompanied by a translation, made by an authorized translator, into Romanian or English. The requirements mentioned in the previous paragraphs shall also apply accordingly to proving the legal representative status of the shareholder who proposes the introduction of new items on the agenda of the general meetings of shareholders or who addresses questions to the issuer regarding items on the agenda of the general meetings of shareholders. Special power of attorney forms in Romanian or English can be obtained from the company's headquarters starting from May 29, 2026 between 9:00 a.m. and 3:00 p.m., or can be downloaded from the company's website. A copy of the special power of attorney will be submitted/sent to the company's headquarters by 10:00 hours on June 27, 2026, inclusive, for the Extraordinary General Meeting of Shareholders, and 11:00 hours for the Ordinary General Meeting of Shareholders, a copy of which will be made available to the representative, so that he can prove this capacity. The special power of attorney form for item 2 on the OGMS agenda will be submitted in a closed envelope marked "Special Power of Attorney FOR THE ORDINARY GENERAL MEETING OF 29/30.06.2026 - SECRET VOTE (item 2)". In the case of submission by email, the shareholder will send separate emails, appropriately mentioning in the subject the secret nature of the respective vote.

The documents that must accompany the special power of attorney form are those mentioned above, which apply accordingly. Shareholders registered on the reference date have the possibility to vote also by correspondence, before the date of the general meetings, by using the voting form by correspondence. The voting form, in Romanian or English, can be obtained, starting with May 29, 2026, between 9:00 and 15:00, from the company's registered office or from the website www.snorsova.ro.

In case of voting by correspondence, the voting form, completed and signed, accompanied by a copy of the identity document (identity card/voting card in the case of individuals, respectively registration certificate in the case of legal entities), can be sent to the company's headquarters, until June 27, 2026 at 10:00 in a closed envelope, with the mention clearly written in capital letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of June 29, 2026", respectively 1100 "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS of June 29, 2026". The correspondence ballot for item 2. on the OGMS agenda will be submitted in a sealed envelope marked "CORRESPONDENCE VOTE FOR THE ORDINARY GENERAL MEETING OF 29/30.06.2026 - SECRET VOTE (item 2)".

In case of submission by email, the shareholder shall send separate emails, duly mentioning in the subject the secret nature of the respective vote. The documents that must accompany the Correspondence Ballot form are those mentioned above, which shall apply accordingly. The powers of attorney and ballots, accompanied by the shareholders' identification documents, may also be sent by

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email with extended electronic signature according to Law no. 455/2001 on electronic signature, until June 27, 2026, 11:00 a.m., for the Extraordinary General Meeting of Shareholders, respectively 10:00 a.m. for the Ordinary General Meeting of Shareholders, to the address: marilena.visescu@snorsova.ro. On the date of the general meetings, these documents shall be submitted in original.

Voting forms not received by the date indicated above cannot be taken into account for determining the quorum and majority at the general meetings.

Additional information can be obtained from the company's headquarters or by calling 0252362399 between 9:00 AM and 3:00 PM.

In the event that the conditions for the validity of the two meetings at the first call are not met, the extraordinary and ordinary general meeting of shareholders is convened for June 30, 2026, maintaining the agenda, time and place of their proceedings.

PRESIDENT OF THE ADMINISTRATION BOARD,
EC. Dumitru Ion