Sinteza S.A. — Proxy Solicitation & Information Statement 2026

Apr 23, 2026

sinteza

SINTEZA SA

Borsului Street no. 35

410605 ORADEA - ROMANIA

Tel: 0259 456 116

Tel: 0259 444 969

Fax: 0259 462 224

e-mail: sinteza@sinteza.ro

www.sinteza.ro

VAT Reg.No.: RO 67329

Reg.No.at Commerce Register:

J 1991000197056

BANK: UNICREDIT BANK

IBAN EURO: RO10BACX0000000484374002

SWIFT CODE: BACXROBU

CURRENT REPORT

According to Law no. 24/2017 regarding issuers of financial instruments and market operations and ASF Regulation no. 5/2018

ADDRESSEE OF THE REPORT: BUCHAREST STOCK EXCHANGE

ASF (Financial Supervisory Authority)

REPORT DATE: 23.04.2026

NAME OF THE ISSUING COMPANY: SINTEZA S.A.

HEADQUARTERS: Sos. Borsului no. 35, Oradea, BIHOR county

TELEPHONE: 0259456116; 0259444969, FAX: 0259462224

UNIQUE ORC REGISTRATION CODE: 67329

ORDER NUMBER AT ORC: J 1991000197056

SUBSCRIBED AND PAID-UP SHARE CAPITAL: 9916888.50 LEI

REGULATED MARKET ON WHICH ISSUED SECURITIES ARE TRADED: BVB

IMPORTANT EVENTS TO REPORT: CONVENING OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS for May 27, 2026

THE BOARD OF DIRECTORS of SINTEZA S.A. Oradea, headquartered in Oradea, Sos. Borsului no. 35, Bihor County, registered with ORC Bihor under no. J05/197/1991, with the unique registration code RO 67329, subscribed and paid-up share capital 9916888.50 LEI, meeting on 22.04.2026, in accordance with the provisions of art. 117 of Law no. 31/1990 republished with subsequent amendments and completions, of Law no. 24/2017 republished, of ASF Regulation no. 5/2018 and of the Articles of Association, convenes:

ORDINARY GENERAL MEETING of shareholders on 27.05.2026 at 12:00 at the company's headquarters in Oradea, Sos. Borsului no. 35, having the following

AGENDA:

1. Election of the meeting secretary, namely Ms. Coman Olga Dana, lawyer, with identification data at the company's headquarters, who will verify the presence of shareholders, the fulfillment of the formalities required by law and the articles of association for holding the general meeting, will count the votes cast by shareholders in the meeting and will draw up the meeting minutes. The proposed person has the quality of shareholder of the company;
2. Presentation and approval of the annual financial statements concluded on December 31, 2025, based on the Administrators' Report and the Auditor's Report, for the financial year 2025;
3. Approval of the carryover of the loss of the financial year 2025 for future financial years;
4. Discharge of the administrators for the financial year 2025;

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1. Submission of the Remuneration Report of the company's Executives for the year 2025 to the advisory vote of the OGMS;
2. Presentation and approval of the company's income and expenditure budget for 2026 as well as the authorization of the Board of Directors to modify this budget according to specific needs.
3. Authorization of the General Manager or the Chairman of the Board of Directors to sign on behalf of the shareholders the OGMS decisions and any other documents related to them and to perform any act or formality required by law for the implementation, registration and fulfillment of the OGMS decisions, including the formalities for their publication and registration with the Trade Register Office or any other competent authority (ASF, BVB, Depozitarul Central SA, other public or private entities), with the possibility of sub-mandating third parties in this regard, including lawyers.
4. Approval of the registration date, 30.06.2026, according to which the shareholders on whom the effects of the AGM decisions will be reflected will be identified, in accordance with the provisions of art. 87 of Law 24/2017 and establishing the date of 29.06.2026 as the ex-date according to art.2, letter 1 of ASF Regulation no. 5/2018;

In the event of failure to meet the statutory conditions regarding the holding of the Ordinary General Meeting of Shareholders on the indicated day, it will be reconvened for 28 MAY 2026 at the same time, in the same place and with the same agenda.

All shareholders registered in the shareholders' register kept by Depozitarul Central SA Bucharest at the end of MAY 14, 2026, established as the reference date for these general meetings, are entitled to participate and vote at the general meetings.

Shareholders registered on the reference date may participate and vote at the general meetings directly or may be represented by persons other than shareholders, based on a special or general power of attorney granted in accordance with the legal provisions. Shareholders' access to the general meetings is made by simple proof of their identity, made in the case of shareholders-individuals with an identity document, and in the case of shareholders-legal entities and shareholders-individuals represented, with a general power of attorney / special power of attorney, given to the natural person representing them.

The special power of attorney (special authorization) or general power of attorney will be drawn up in three original copies (one for the company, one for the principal and one for the agent) and are available in Romanian and English either at the company's headquarters in person or on the website www.sinteza.ro, starting with 24.04.2026 at 6 p.m.

After completion and signing, the copy for the issuer will be submitted in person in original by 25.05.2026 at 12:00 in a closed envelope with the mention written clearly and in capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS ON 27/28.05.2026" or sent by e-mail with extended electronic signature, to the company's headquarters, accompanied by a copy of the identity document or registration certificate of the represented shareholder, by 25.05.2026 at 12.00, to the email address sinteza@sinteza.ro.

Powers of attorney will be accepted either in Romanian or in English.

Shareholders registered on the reference date in the shareholders' register have the opportunity to vote by correspondence, before the General Meetings of Shareholders, by using the correspondence voting form (in Romanian and or English).

The correspondence voting form (ballot) in Romanian and English can be obtained starting with 24.04.2026 at 6 pm, from the company's headquarters or from the website www.sinteza.ro.

The postal voting form (ballot) in Romanian or English, completed and signed by the shareholder together with all accompanying documents, can be submitted as follows:

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a) sent to the company in original at its headquarters by 25.05.2026 at 12 noon in a closed envelope with the mention clearly written in capital letters “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28.05.2026” with signature legalization by a notary public with a copy of the shareholder’s identity document or registration certificate, by any form of courier,

b) sent by e-mail with an extended electronic signature incorporated according to Law no. 214/2024 on electronic signature, until 25.05.2026 at 12 noon to the address sinteza@sinteza.ro mentioning in the subject “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS ON 27/28.05.2026”.

One or more shareholders who hold, individually or together, at least 5% of the share capital have the right to introduce, within a maximum of 15 days from the date of publication of the convocation, respectively until 08.05.2026 at the latest, new items on the agenda of the General Meetings of Shareholders, provided that each item is accompanied by a justification or a draft resolution proposed for approval by the General Meetings of Shareholders, which will be sent to the company's headquarters in writing, until 08.05.2026 at 12 noon. They also have the right to present draft resolutions for the items included or proposed to be included on the agenda of the General Meeting of Shareholders, a right which can be exercised in writing, by sending it to the company's headquarters, until 08.05.2026 at 12 noon at the latest.

The rights of shareholders provided above may be exercised only in writing, sent by post or courier services, with acknowledgement of receipt, to the company's headquarters in Oradea, Sos. Borsului no. 35, in a closed envelope with the mention written clearly and in capital letters “FOR THE ORDINARY GENERAL MEETING OF 27/28.05.2026, or by e-mail, according to the ASF regulations, to the e-mail address sinteza@sinteza.ro. Both methods of transmission must contain the mention written clearly: “For the Ordinary General Meeting of Shareholders of 27/28.05.2026-proposal to supplement the agenda . . .”

The agenda supplemented with the proposed points will be republished in compliance with the requirements provided by law for convening the General Meeting.

The company's shareholders may ask questions regarding the items on the agenda, no later than two working days before the date of the General Meeting, namely 22.05.2026, to be submitted to the company's headquarters together with copies of documents that allow the identification of the shareholder, by 22.05.2026 at 12 noon.

Questions are submitted to the Board of Directors in writing, in original, in a closed envelope with the mention clearly written in capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS ON 27/28.05.2026". The company will formulate answers to questions on the website (in question-answer format), in the shortest possible time.

The special powers of attorney, the voting form completed and signed in original, the requests regarding the introduction of new items on the agenda, the questions formulated by the shareholders, will be accompanied by the following documents (a) in the case of natural persons, a photocopy of the identity card signed for compliance with the original, respectively (b) in the case of legal persons, a photocopy of the identity card of the legal representative, a certificate issued by the Trade Register, issued no later than 3 months before the date of publication of the convening notice of the general meeting of shareholders, in original or in a copy conforming to the original.

When completing special powers of attorney/special proxies/correspondence ballots, shareholders are asked to take into account the possibility of completing the agenda of the AGM with new points or proposed resolutions. In this case, the special powers of attorney/special proxies/correspondence ballots will be updated and made available on the website www.sinteza.ro.

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In accordance with A.S.F. Regulation no. 5/2018, in the case of shareholders who ask questions or make proposals for completing the agenda, they may certify their identity in addition to the document that certifies their identity and the account statement indicating the quality of shareholder and the number of shares held, issued by Depozitarul Central SA.

The share capital of the issuer SINTEZA SA consists of 66,112,590 registered shares, each share giving the right to one vote at the general meeting of shareholders.

The documents, materials regarding the issues on the agenda, the total number of shares issued and voting rights on the date of the convocation, the draft resolutions, the special power of attorney forms and the correspondence voting form will be available in English to the shareholders both at the company's headquarters and on the website www.sinteza.ro, starting with 24.04.2026 at 6 pm.

Additional information, including information regarding shareholders' rights, can be found on the website www.sinteza.ro or can be obtained by contacting the Company at the e-mail address sinteza@sinteza.ro.

CHAIRMAN OF THE BOARD OF DIRECTORS
PASCU RADU

Radu Pascu
Digitally signed
by Radu Pascu
Date: 2026.04.23
12:16:14 +03'00'