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Vrancart SA Proxy Solicitation & Information Statement 2026

Apr 27, 2026

2319_egm_2026-04-27_c33ca897-8a8e-4e6a-b119-81dd931334db.pdf

Proxy Solicitation & Information Statement

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Vrancart®
Aproape de tine, aproape de natură

LRQA CERTIFIED
ISO 9001:2015
QS 00001

UKAS
MANAGEMENT SYSTEM
0001

To,
FINANCIAL SUPERVISORY AUTHORITY
BUCHAREST STOCK EXCHANGE

CURRENT REPORT

according to A.S.F. Regulation no. 5/2018 on issuers of financial instruments and market operations, as subsequently amended and supplemented

Report date: 27/04/2026
Name of issuer: VRANCART S.A.
Registered office: Vrancea County, Adjud Municipality, 17th Ecaterina Teodoroiu Street
Telephone/fax number: 0237 640 800/0237 641 720
Unique registration code: 1454846
Trade Register serial number: J39/239/1991
Subscribed and paid-up share capital: RON 201,011,575.10
Regulated trading market: Bucharest Stock Exchange

Important events to report: Convening of the Ordinary General Meeting of Shareholders for May 29th, 2026

The Company VRANCART S.A. with its registered office in Vrancea County, Adjud Municipality, 17th Ecaterina Teodoroiu Street, registered at the Trade Register Office attached to the Vrancea Tribunal under the order number J39/239/1991, having the Unique Registration Code 1454846, Tax Attribute RO, informs the shareholders that on 27.04.2026 the Board of Directors approved the convening of the Ordinary General Meeting of Shareholders for May 29th, 2026, at 11:00 hours a.m., at the Company's registered office.

România, Mun. Adjud, Str. Ecaterina Teodoroiu nr. 17, Jud. Vrancea
Capital social subscris și vărsat, 201.011.575,10 RON
RO1454846 J39/239/1991
ROONRC.J39/239/1991
0237 640 800
0237 641 720
[email protected]
www.vrancart.ro


VRANCART S.A.

V

If, on the aforementioned date considered as the date of the first call, the quorum required to hold the Ordinary General Meeting of Shareholders is not met, the second meeting of the Ordinary General Meeting of Shareholders will be held on May 30th, 2026, at 11:00 hours a.m., in the same place and with the same agenda.

We attach to this current report the convening of the Ordinary General Meeting of Shareholders on May 29th / 30th, 2026.

Alexandru-Lucian MINEA

CHAIRMAN OF THE BOARD OF DIRECTORS OF VRANCART S.A.

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LRQA CERTIFIED
ISO 9001 - ISO 14001
ISO 45001
UKAS MANAGEMENT SYSTEM
0001

Vrancart®
Aproape de tine, aproape de natură

BOARD OF DIRECTORS

OF VRANCART S.A.

with its registered office in Vrancea County, Adjud Municipality, 17 Ecaterina Teodoroiu Street, registered with the Trade Register Office attached to the Vrancea Tribunal under the order number J39/239/1991, having the Unique Registration Code 1454846, Tax Attribute RO ("The Company") convenes for May 29th, 2026 at 11:00 hours a.m. the Ordinary General Meeting of Shareholders of the Company.

The Ordinary General Meeting of Shareholders will hold its meetings at the Company's registered office in Vrancea County, Adjud Municipality, 17th Ecaterina Teodoroiu Street.

If, on the aforementioned date considered as the date of the first call, the quorum necessary for the holding of the Ordinary General Meeting of Shareholders is not met, the second meeting of the Ordinary General Meeting of Shareholders shall be convened on May 30th, 2026 at 11:00 hours a.m., in the same place and having the same agenda.

At the Ordinary General Meeting of Shareholders, all shareholders registered in the Company's register of shareholders at the end of May 18th, 2026, considered as the reference date, are entitled to participate and vote at the Ordinary General Meeting of Shareholders. In the event that the Ordinary General Meeting of Shareholders is held at the second call, the reference date remains unchanged.

A. The Ordinary General Meeting of Shareholders ("OGMS") will have the following agenda:

  1. Approval of the Company's individual and consolidated annual financial statements for the financial year ended 31.12.2025, based on the reports of the Board of Directors for 2025, the financial auditor's report for the financial

România, Mun. Adjud, Str. Ecaterina Teodoroiu nr. 17, Jud. Vrancea
Capital social subscris și vărsat, 201.011.575,10 RON
RO1454846 J39/239/1991
ROONRC.J39/239/1991
0237 640 800
0237 641 720
[email protected]
www.vrancart.ro


VRANCART S.A.

V

year ended on 31.12.2025 and the Independent Sustainability Assurance Report for the financial year 2025.

  1. Approval of the annual financial report for 2025 according to art. 65 index 1 of Law 24/2017 on issuers of financial instruments and market operations ("Law 24/2017").

  2. Presentation of the report to the Chairman of the Board of Directors on the coordination of the activity of the Board of Directors in 2025.

  3. Approval of the coverage of the negative result in 2025 from the Company's future profits.

  4. Approval of the discharge of the Board of Directors for the financial year 2025.

  5. Approval of the Income and Expenditure Budget, including the activity program for the financial year 2026.

  6. Approval of the date of June 26th, 2026, as the registration date, as defined by the provisions of art. 87 of Law 24/2017, the date that defines the shareholders on whom the decisions taken at the Ordinary General Meeting of Shareholders of the Company on May 29th / 30th, 2026 are reflected.

  7. Empowering the Chairman of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders on May 29th / 30th, 2026 and carrying out any action necessary for the registration and publication of the resolution of the Ordinary General Meeting of Shareholders on May 29th / 30th, 2026 according to the law.

B. Clarifications regarding the meeting of the Ordinary General Meeting of Shareholders

  1. Shareholder identification documents:

a) for individual shareholders:

(i) copies of the shareholders' valid identity documents, respectively identity card for Romanian citizens and passport for foreign citizens and

(ii) account statement issued by the Central Depository, showing the shareholder status and the number of shares held (in original);

b) for shareholders of legal entities:

(i) certificate of ascertainment issued by the Trade Register Office (in original or true copy of the original) no more than 30 calendar days before the date of publication of the convening notice of the OGMS or

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VRANCART S.A.

V

any other document issued within the same term by the competent authority of the state in which the shareholder is legally registered,

(ii) statement of account issued by the Central Depository, showing the status of shareholder and the number of shares held (in original),

(iii) documents attesting the registration of the shareholder's legal representative at the Central Depository (in original) and

(iv) copies of the valid identity documents of the shareholder's legal representatives, respectively identity card for Romanian citizens and passport for foreign citizens.

If the legal person shareholder has not duly registered his/her legal representative with the Central Depository, the legal representative of the respective shareholder must appear from the certificate of ascertainment issued by the Trade Register Office or from any other document issued by the competent authority of the state in which the shareholder is legally registered, mentioned above.

In the case of representation by a representative, the ascertainment of his capacity will be made on the basis of the special or general power of attorney, signed by the individual shareholder or by the legal representative of the legal person shareholder according to the law and sent to the Company in original (special powers of attorney), respectively in copy, including the mention of compliance with the original under the signature of the representative (general powers of attorney) and a copy of the valid identity documents of the shareholder's representatives, respectively identity card/identity card for Romanian citizens and passport for foreign citizens.

The general power of attorney may be granted by the shareholder, as a client, to an intermediary, defined according to Law 24/2017 or to a lawyer. The general power of attorney will be accepted without any additional documents relating to the respective shareholder, if it is drawn up in compliance with the applicable legal provisions, is signed by the shareholder and will be accompanied by an affidavit given by the legal representative of the intermediary or by the lawyer who received the power of attorney, signed and stamped, as the case may be, stating that (i) the power of attorney is granted by the respective shareholder, as a client, to the intermediary or, as the case may be, to the lawyer and that (ii) the general power of attorney is signed by the shareholder, including by attaching a qualified or advanced electronic signature according to Law no. 214/2024 on the use of electronic signatures, timestamps and the provision of trust

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VRANCART S.A.

services based on them (“Law 214/2024”) and Regulation 910/2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (“Regulation 910/2014”), where applicable. The declaration will be sent to the Company in original together with the general power of attorney and a copy of the valid identity documents of the shareholder's representatives, respectively identity card/identity card for Romanian citizens and passport for foreign citizens. In the case of the legal entity intermediary, a certificate of ascertainment issued by the Trade Register Office (in original or true copy of the original) will also be sent no later than 30 calendar days before the date of publication of the OGMS convening notice, proof of the capacity of representative of the natural person representing the intermediary (in original or true copy of the original) and a copy of its valid identity document, respectively identity card for Romanian citizens and passport for foreign citizens.

In the case of representation of the shareholder through credit institutions that provide custody services, the proof of the quality of representative will be made based on the affidavit of the credit institution, signed by its legal representative and stamped, as the case may be, specifying (i) in plain language, the name/name of the shareholder on whose behalf the credit institution participates and votes in the OGMS and that (ii) the credit institution provides custody services for that shareholder. The declaration will be sent to the Company in original together with a certificate of ascertainment issued by the Trade Register Office (in original or true copy of the original) no later than 30 calendar days before the date of publication of the convening notice of the OGMS, proof of the capacity of representative of the natural person representing the credit institution (in original or true copy of the original) and a copy of its valid identity document, respectively identity card/identity card for Romanian citizens and passport for foreign citizens.

Documents attesting the quality of legal or conventional representative of a shareholder, issued in a foreign language, other than English, will be accompanied by a translation made by an authorized translator in Romanian or English.

  1. One or more shareholders, representing, individually or jointly, at least 5% of the share capital of the Company is/have the right

a) to introduce new items on the agenda of the OGMS, provided that each item is accompanied by a justification or a draft decision proposed for adoption;

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VRANCART S.A.

b) to present draft resolutions for the items included or proposed to be included on the agenda of the OGMS.

Proposals regarding the completion of the agenda can be submitted in person or sent by courier services, in a sealed envelope, to the Company's registered office in Vrancea County, Adjud Municipality, 17th Ecaterina Teodoroiu Street or they can be sent by e-mail, with a qualified or advanced electronic signature according to Law 214/2024 and Regulation 910/2014 to [email protected], within 15 days from the date of publication of the OGMS convening notice, mentioning in the subject „For the OGMS of May 29th / 30th, 2026 – Proposals for supplementing the agenda". Proposals regarding the completion of the agenda may be submitted in person or sent to the Company's registered office on working days until 16:00 hours p.m., the closing time of the Company's schedule. Proposals for completing the agenda will be accompanied by applicable shareholder identification documents in accordance with point 1 above.

The agenda may also be completed by the Company's Board of Directors, in compliance with the applicable legal provisions.

If applicable, the completed convening notice, together with the updated related documents, will be available to shareholders no later than May 15th, 2026 at the Company's headquarters, on working days until 16:00 hours p.m., the closing time of the Company's schedule and on the Company's website (www.vrancart.ro - Shareholders' Section / General Shareholders' Meeting), and the amended convening notice will be published in the Official Gazette and in a publication, according to the law, by the same date.

  1. Each shareholder has the right to ask the Board of Directors questions in writing regarding the items on the agenda of the OGMS, regarding the Company's activity until May 22, 2026. Questions can be submitted in person or sent by courier or mail services to the Company's registered office in Vrancea County, Adjud Municipality, 17th Ecaterina Teodoroiu Street or can be sent by e-mail, with a qualified or advanced signature according to Law 214/2024 and Regulation 910/2014 to the e-mail address [email protected], mentioning in the subject „For the OGMS of May 29th / 30th, 2026". Questions can be submitted in person or sent to the Company's registered office on working days, until 16:00 hours p.m., the closing time of the Company's schedule. Questions must be accompanied by applicable shareholder identification documents according to point 1 above.

The Company will answer the questions at the OGMS meeting, being able to formulate general answers to questions with the same content. If any

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VRANCART S.A.

pertinent information is available on the Company's website www.vrancart.ro, under the „Frequently Asked Questions” section, in question-answer format, the answer is deemed to have been given.

  1. Shareholders registered on the reference date in the Company's shareholders' register, kept by the Central Depository may participate and vote at the OGMS meeting:

a) personally, by simply proving their identity, made in the case of individual shareholders on the basis of the identification documents of the shareholders applicable according to point 1 letter a) (i) above and in the case of legal persons, based on the identification documents of the shareholders applicable according to point 1 letter b) (i) and (iv) above, which allow their identification in the list of shareholders of the Company issued by the Central Depository for the reference date,

b) by a representative, on the basis of the documents referred to in point 1 above regarding the identification of shareholders in the case of representation by an agent or

c) by correspondence.

Shareholders may be represented at the OGMS by other persons, who have been granted special power of attorney on the basis of the special power of attorney form provided by the Company, completed and signed by the shareholder or on the basis of a general power of attorney, drawn up, granted and accompanied by the shareholder identification documents referred to in point 1 above (regarding the identification of shareholders in the case of representation by a trustee). In the case of representation by a credit institution providing custody services, the shareholder will be represented on the basis of the identification documents mentioned in point 1 above (regarding the identification of shareholders in the case of representation by a trustee).

The special powers of attorney (in original) and general powers of attorney (in copy, including the mention of conformity with the original under the signature of the representative), completed and signed by the shareholders and accompanied by the identification documents of the shareholders applicable, in the case of natural persons, based on point 1 letter a) (i) above and in the case of legal persons, based on point 1 letter b) (i) and (iv) above, which allow their identification in the list of shareholders of the Company issued by the Central Depository for the reference date and of their representatives shall be submitted to the Company (in person or by courier services or by mail, with acknowledgement of receipt) 48 hours before the

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VRANCART S.A.

OGMS meeting, with the mention „For the OGMS of May 29th / 30th, 2026”. Alternatively, the proxies, accompanied by the identification documents of the shareholders and their representatives, can also be sent by e-mail, with a qualified or advanced electronic signature according to Law 214/2024 and Regulation 910/2014 until May 27th, 2026, at 11:00 hours a.m., to the address [email protected], mentioning in the subject „For the OGMS of May 29th / 30th, 2026”.

Shareholders may not be represented in the OGMS based on a general power of attorney by a person who is in a situation of conflict of interest, as provided for in art. 105 para. (15) of Law 24/2017.

The special power of attorney form (in Romanian and/or English) can be obtained from the Company's registered office in the Vrancea County, Adjud Municipality, 17th Ecaterina Teodoroiu Street – Legal Department or can be downloaded from the Company's website – www.vrancart.ro, starting with the date of publication of the convening notice of the OGMS in the Official Gazette. The updated form, if applicable, will be available no later than May 15th 2026. The special power of attorney form will be filled in by the shareholder in 3 original copies: one for the shareholder, one for the representative and one for the Company.

Shareholders have the opportunity to vote by correspondence, before the OGMS, using the postal voting form. The postal voting form (in Romanian and/or English) can be obtained from the Company's registered office in Vrancea County, Adjud Municipality, 17th Ecaterina Teodoroiu Street – Legal Department or can be downloaded from the Company's website – www.vrancart.ro, starting with the date of publication of the convening notice of the OGMS in the Official Gazette. The updated form, if applicable, will be available no later than May 15th 2026. The postal voting form, completed and signed by the shareholder, accompanied by the documents regarding the fulfillment of the shareholder's identification conditions, provided for in point 1 letter a) (i) above, in the case of natural persons, respectively in point 1 letter b) (i) and (iv) above, in the case of legal entities, which allow their identification in the list of shareholders of the Company issued by the Central Depository for the reference date, will be submitted (in person or by courier services or by mail, with acknowledgement of receipt) at the Company's registered office (on working days, before 16:00 hours p.m.) or will be sent by e-mail, with a qualified or advanced electronic signature according to Law 214/2024 and Regulation 910/2014 to the address [email protected], so that it is registered as received by the May 27th, 2026, 11:00 hours a.m., with the mention „For the OGMS of May 29th /


VRANCART S.A.

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$30^{\text{th}}, 2026$”. Under penalty of loss of the right to vote, ballots received after the above date and time will not be taken into account.

  1. The convening notice, information on the total number of shares and voting rights on the date of the call, the draft decision and the materials and information regarding the topics included on the agenda of the OGMS (annual financial statements, reports of the Board of Directors and of the financial auditor, the annual financial report for 2025, the report of the Chairman of the Board of Directors on the coordination of the activity of the Board of Directors in 2025, the income and expenditure budget, including the activity program for 2026) can be obtained, in Romanian and English, at the Company's registered office in Vrancea County, Adjud Municipality, $17^{\text{th}}$ Ecaterina Teodoroiu Street, every working day (before 16:00 hours p.m.) or on the company's website (www.vrancart.ro - Section for Shareholders / General Shareholders' Meeting), starting at the latest with the date of publication of the OGMS convening notice in the Official Gazette. Their updated forms, if the agenda is completed, will be available no later than May $15^{\text{th}}$, 2026.

27 April 2026

Alexandru-Lucian MINEA
CHAIRMAN OF THE BOARD OF DIRECTORS OF VRANCART S.A.

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