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

Mar 30, 2026

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TURBOMECANICA

244 Iuliu Maniu Blvd. Sector 6 Postal Code 061126 Bucharest – Romania
Tel.: (+4) 021 434 32 06; (+4) 021 434 07 41 Fax: (+4) 021 434 07 94
Unique Identifier at European Level (EUID): ROONRC. J40/533/1991
Trade Register Number J119100053340
Fiscal Code RO3156315 Unique Registration Code 3156315
Fully paid-up subscribed share capital 36,944,247.50 RON
www.turbomecanica.ro; Email: office@turbomecanica.ro

Current Report

No. 04 of 26.03.2026

Current report according to art. 143 et seq. of ASF Regulation 5/2018

Reporting date: 26.03.2026
Name of the issuing entity: TURBOMECANICA SA
Registered office: Bucharest, 244 Iuliu Maniu Blvd., Sector 6
Phone number: 021 434 32 06 021 434 07 41 fax: 021 434 07 94
Unique registration code at the Trade Register Office: RO 3156315
Trade Register serial number: J119100053340
LEI Code: 52990005AIXHHACIZH85
Subscribed and paid-up share capital: RON 36,944,247.50
Regulated market on which the issued securities are traded: Bucharest Stock Exchange
Capital Securities – Standard Shares Category

I. Important events to report:

The Board of Directors of Turbomecanica SA adopted the Decision of 26.03.2026 approving the approval of the convening on 29.04.2026, at 11.00 a.m., in the Protocol Room of Turbomecanica S.A., located in Bucharest, b-dul. Iuliu Maniu no. 244, sector 6, ORDINARY GENERAL MEETINGS OF SHAREHOLDERS registered in the register of shareholders at the end of 17.04.2026.

The Ordinary General Assembly will have the following agenda:

1. Approval of the Annual Report of the Board of Directors for the financial year 2025, of the financial statements for 2025, and of the Financial Auditor's Report on the financial statements for 2025;
2. Approval of the discharge of the members of the Board of Directors for the activity carried out in 2025;
3. Approval of the company's income and expenditure budget and the Investment Plan for 2026;
4. The presentation of the remuneration report drawn up under the conditions of art. 107 of Law no. 24/2017.
5. Approval of the Board of Directors' proposal for the distribution of the net profit for the financial year 2025.

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1. Approval of the proposal to reduce the meeting allowance that the non-executive members of the board of directors receive monthly to 15% of the remuneration of the chairman of the board of directors and the consequent modification of the management contract concluded with them.

2. Approval of the registration date that serves to identify the shareholders on whom the effects of the Resolution of the Ordinary General Meeting of Shareholders are reflected, proposing in this regard the date of 19.05.2026.

3. Establishing the date of 18.05.2026 as the "ex date", the calendar date from which the shares of TURBOMECANICA S.A., object of the Resolution of the Ordinary General Meeting of Shareholders, are traded without the rights deriving from that decision;

4. Empowerment of the Chairman of the Board of Directors to sign the minutes and the Decision of the Ordinary General Meeting of Shareholders and of the company's legal advisor to fulfill the formalities necessary for its registration with the Trade Register Office and for the publication of the decision of the ordinary general meeting of shareholders in the Official Gazette, Part IV.

In the event that the legal conditions for representation are not met at the first call, the ordinary general meeting is convened again on 30.04.2026, at 11.00 a.m., in the same place, having the same agenda.

Only persons registered as shareholders on 17.04.2026, which is the reference date of the meeting, according to the records issued by Depozitarul Central S.A., can participate and vote at the general meeting.

The shareholders registered on the reference date may participate in the general meeting directly or may be represented at the meeting either by their legal representatives or by other representatives who have been granted a special or general power of attorney, under the conditions of art. 105 paragraph 19 of Law no. 24/2017 on issuers of financial instruments and market operations.

The minimum content of the special power of attorney is in accordance with art. 201 of Regulation no. 5/2018 issued by the ASF. The special power of attorney model, in Romanian and English, can be obtained from the company's headquarters or can be downloaded from the https://turbomecanica.ro/adunarea-generala-a-actionarilor/ website starting with 27.03.2026.

The shareholders may grant a general power of attorney valid for a period not exceeding 3 years, allowing its representative to vote on all matters under discussion at the general meetings of shareholders of one or more companies identified in the power of attorney, including with regard to acts of disposition, provided that the power of attorney is granted by the shareholder, as a customer, to an intermediary defined according to the provisions 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 that may arise in particular in one of the following cases:

a) is a majority shareholder of the company or another entity controlled by that shareholder;

b) is a member of a administrative, management or supervisory body of the company, of a majority shareholder or of a controlled entity, according to the provisions of letter a);

c) is an employee or an auditor of the company or of a majority shareholder or of a controlled entity, as provided for in letter a);

d) is the spouse, relative or relative up to the fourth degree inclusive of one of the natural persons referred to in letters a)-c).

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The authorised person cannot be substituted by another person. Provided that the empowered person is a legal person, it may exercise the mandate received through any person who is part of the administrative or management body or among its employees.

The deadline for submitting powers of attorney is 24.04.2026 at 11.00. A copy of the general power of attorney/power of attorney, including the mention of conformity with the original under the signature of the representative (in Romanian or English), accompanied by a copy of the identity document or registration certificate of the represented shareholder, will be submitted at the company's headquarters in Bucharest, Iuliu Maniu Blvd. no. 244 sector 6 or can be sent by e-mail with the electronic signature extended to office@turbomecanica.ro. Certified copies of the powers of attorney are retained by the company, mentioning it in the minutes of the general meeting.

Shareholders may empower a credit institution that provides custody services based on a special power of attorney drawn up in accordance with Regulation no. 5/2018 and signed by the respective shareholder, which will be accompanied by an affidavit given by the credit institution that received the power of attorney through the special power of attorney, stating that:

i) the credit institution provides custody services for that shareholder;

(ii) the instructions in the special power of attorney are identical to the instructions in the SWIFT message received by the credit institution to vote on behalf of that shareholder;

iii) the special power of attorney is signed by the shareholder.

The special power of attorney and the declaration mentioned above must be submitted at the headquarters in Bucharest, 244 Iuliu Maniu Blvd. sector 6, in original, signed and, as the case may be, stamped, or can be sent by e-mail with the electronic signature extended to office@turbomecanica.ro.

Shareholders registered on the reference date in the register of shareholders have the possibility to vote by correspondence, before the Ordinary General Meeting by using the postal voting form in Romanian or English. The postal voting form signed in original or bearing the extended electronic signature together with the copy of the identity document or shareholder registration certificate, will be sent to the company in original at its headquarters until 24.04.2026, 11.00 a.m. According to Article 105 para. 20 of Law no. 24/2017, in the event that a shareholder who has cast his vote by correspondence participates personally or through a representative at the general meeting, the vote by correspondence cast for that general meeting will be annulled, only the vote expressed personally or by a representative being taken into account.

In accordance with the provisions of Article 105 paragraph 23 index 3 of Law no. 24/2017, the position of abstention adopted by a shareholder with regard to the items on the agenda of the general meeting of shareholders does not represent a vote cast.

In the case of legal person shareholders, the quality of legal representative is proven by a certificate of ascertainment issued by the Trade Register, presented in original or true copy of the original or any other document, in original or in true copy of the original, issued by a competent authority of the state in which the shareholder is legally registered, which certifies the quality of legal representative. The documents certifying the quality of legal representative of the legal entity shareholder will be issued no more than 3 months before 27.03.2026.

The documents certifying the quality of legal representative drawn up in a foreign language, other than English, will be accompanied by a translation, made by an authorized translator, in Romanian or English, without any other additional formalities.

The documents, materials regarding the agenda, the draft resolution and the postal voting form, available in Romanian and English, will be made available to shareholders for consultation and, if applicable, completed in accordance with the provisions of art. 117 para. 6 of Law no. 31/1990, starting with 27.03.2026, at the Company's headquarters, at the Society's Secretariat, on working

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days, as well as on the company's website, https://turbomecanica.ro/adunarea-generala-a-actionarilor/.

Shareholders who individually or jointly hold at least 5% of the share capital have the right:

(i) to introduce new items on the agenda of the Ordinary General Meeting of Shareholders, provided that each item is accompanied by a justification or a draft resolution proposed for adoption by the General Meeting; and
(ii) to present draft decisions for the items included or proposed to be included on the agenda of the general meeting.

These rights can be exercised in writing until 14.04.2026.

The company's shareholders may ask written questions regarding the items on the agenda, which will be submitted to the company's headquarters or by email to zaira.bamberger@turbomecanica.ro together with copies of the documents that allow the identification of the shareholder until 24.04.2026 at 11.00.

Chairman of the Board of Directors
By proxy
Gheroghe Man

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