Casa de Bucovina Club de Munte S A : Resolutions of AGOA-AGEA - EN

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c l u b d e m u n t e

Piata Republicii nr. 18

Gura Humorului 725300

Judetul Suceava

Tel: + 4 0230 207000

Fax + 4 230 207001

E-mail: [e-mail]

www.bestwesternbucovina.ro

CURRENT REPORT

Report according to:

Date of the report:

Name of the issuer:

Headquarters:

Phone/fax no.:

Sole Registration Code:

Registration Number with the Trade Register: Subscribed and paid-in share capital:

Main features of the issued securities:

Regulated market on which the securities are traded LEI Code

The provisions of Law no. 24/2017 and

FSA Regulation no. 5/2018

25 April 2023

CASA DE BUCOVINA - CLUB DE MUNTE S.A.

Gura Humorului, 18, Republicii Square, Suceava County [phone]/ [phone] 10376500

J33/718/1998 16.231.941,2 lei

162.319.412 shares, with a face value of RON 0,1/share Bucharest Stock Exchange 2549003JCE4UBBB88S53

Significant event to report:

I. Resolutions of the Ordinary General Shareholders Meeting of CASA DE BUCOVINA CLUB - DE MUNTE SA held on 24 April 2023

1. Resolutions of the Extraordinary General Shareholders Meeting of CASA DE BUCOVINA - CLUB DE MUNTE SA held on 24 April 2023

1. Resolutions of the Ordinary General Shareholders Meeting of

CASA DE BUCOVINA - CLUB DE MUNTE SA

held on 24 April 2023

The Ordinary General Shareholders Meeting of CASA DE BUCOVINA - CLUB DE MUNTE S.A. (hereinafter referred to as "the company"), a company registered with the Trade Register under no J33/718/1998, Sole Registration Code 10376500, with a subscribed and paid-up share capital of RON 16.231.941,2, headquartered in Gura Humorului, 18, Republicii Square Republicii, Suceava county, statutorily held on 24.04.2023, at 10:00, on the first convening, as convened by publishing in the Official Journal of Romania, part a IV, no. 1359/22.03.2023, in the Jurnalul National newspaper no. 1358 (8670) from 22.03.2023, on the company website www.bestwesternbucovina.ro and on the Bucharest Stock Exchange platform, attended by shareholders holding a total number of 120.122.998 valid voting rights, representing 74,0041% of the total voting rights and 74,0041% of the share capital of the company, at the reference date 13.04.2023, according to Law 31/1990 and Law 24/2017, to the regulations in force of the Financial Supervisory Authority and to the provisions of the company's Constitutive Act, with the fulfillment of the legal and statutory conditions for the validity of the convening, the golding of the meeting and the adoprion of the decisions, adopted the following resolutions:

RESOLUTION NO. 1

Approves the annual financial statements of the company for the year 2022 based on the Report of Board of Administrators of CASA DE BUCOVINA - CLUB DE MUNTE SA and the report of the financial auditor 3B Expert Audit SRL.

Capital social: 16.231.941,2 lei, Cod unic de inregistrare : RO 10376500, Nr.inregistrare la ORC : J33/718/1998

Cont bancar : RO79RZBR0000060002432216 Raiffeisen Bank

with a majority of 100% of the valid expressed votes, following the casting of a total number of 120.122.998 valid votes for a number of 120.122.998 shares held by the shareholders present or represented, representing 74,0041% of the share capital of the company, from which 120.122.998 votes "in favor", 0 votes "against", 0 "refraining", 0 votes canceled and 0 votes not expressed.

RESOLUTION NO. 2

Approves the 2022 net profit distribution, amounting to 37.924 lei, as follows: 2.922 lei to the legal reserve and 35.002 lei as undistributed profit, according to the proposal of the Board of Administrators.

with a majority of 100% of the valid expressed votes, following the casting of a total number of 120.122.998 valid votes for a number of 120.122.998 shares held by the shareholders present or represented, representing 74,0041% of the share capital of the company, from which 120.122.998 votes "in favor", 0 votes "against", 0 "refraining", 0 votes canceled and 0 votes not expressed.

.

RESOLUTION NO. 3

Approves the discharge of the Board of Administrators of Casa de Bucovina Club de Munte SA for the financial year 2022.

with a majority of 100% of the valid expressed votes, following the casting of a total number of 120.122.998 valid votes for a number of 120.122.998 shares held by the shareholders present or represented, representing 74,0041% of the share capital of the company, from which 120.122.998 votes "in favor", 0 votes "against", 0 "refraining", 0 votes canceled and 0 votes not expressed.

RESOLUTION NO. 4

Approves the revenue and expenditure budget for the financial year 2023, according to the proposal of the Board of Administrators.

with a majority of 100% of the valid expressed votes, following the casting of a total number of 120.122.998 valid votes for a number of 120.122.998 shares held by the shareholders present or represented, representing 74,0041% of the share capital of the company, from which 120.122.998 votes "in favor", 0 votes "against", 0 "refraining", 0 votes canceled and 0 votes not expressed.

RESOLUTION NO. 5

Approves the remuneration for the members of the Board of Administrators for the financial year 2023, amounting to RON 1.000/month net for each member of the Board of Administrators, according to the proposal of the Board of Administrators.

with a majority of 100% of the valid expressed votes, following the casting of a total number of 120.122.998 valid votes for a number of 120.122.998 shares held by the shareholders present or represented, representing 74,0041% of the share capital of the company, from which 120.122.998 votes "in favor", 0 votes "against", 0 "refraining", 0 votes canceled and 0 votes not expressed.

RESOLUTION NO. 6

Approves the Remuneration Report of the Company's managers for the financial year 2022, in accordance with the provisions of art. 107 of Law no. 24/2017 on issuers of financial instruments and market operations.

with a majority of 100% of the valid expressed votes, following the casting of a total number of 120.122.998 valid votes for a number of 120.122.998 shares held by the shareholders present or represented, representing 74,0041% of the share capital of the company, from which 120.122.998 votes "in favor", 0 votes "against", 0 "refraining", 0 votes canceled and 0 votes not expressed.

RESOLUTION NO. 7

Approves 26.05.2023 as the registration date, according to the provisions of art. 87 para. 1 of Law no 24/2017, respectively 25.05.2023 as the ex-date, as defined by the FSA Regulation no. 5/2018.

with a majority of 100% of the valid expressed votes, following the casting of a total number of 120.122.998 valid votes for a number of 120.122.998 shares held by the shareholders present or represented, representing 74,0041% of the share capital of the company, from which 120.122.998 votes "in favor", 0 votes "against", 0 "refraining", 0 votes canceled and 0 votes not expressed.

RESOLUTION NO. 8

Empowers Mrs. Doina Prosciuc, the general manager of the company, who in turn can empower others, to sign all documents and take all necessary steps to register the resolutions taken in the OGS meeting.

with a majority of 100% of the valid expressed votes, following the casting of a total number of 120.122.998 valid votes for a number of 120.122.998 shares held by the shareholders present or represented, representing 74,0041% of the share capital of the company, from which 120.122.998 votes "in favor", 0 votes "against", 0 "refraining", 0 votes canceled and 0 votes not expressed.

1. Resolutions of the
   Extraordinary General Shareholders Meeting of
   CASA DE BUCOVINA - CLUB DE MUNTE SA
   held on 24 April 2023

The Extraordinary General Shareholders Meeting of CASA DE BUCOVINA - CLUB DE MUNTE S.A. (hereinafter referred to as "the company"), a company registered with the Trade Register under no J33/718/1998, Sole Registration Code 10376500, with a subscribed and paid-up share capital of RON 16.231.941,2, headquartered in Gura Humorului, 18, Republicii Square Republicii, Suceava county, statutorily held on 24.04.2023, at 11:00, on the first convening, as convened by publishing in the Official Journal of Romania, part a IV, no. 1359/22.03.2023, in the Jurnalul National newspaper no. 1358 (8670) from 22.03.2023, on the company website www.bestwesternbucovina.ro and on the Bucharest Stock Exchange platform, attended by shareholders holding a total number of 120.122.998 valid voting rights, representing 74,0041% of the total voting rights and 74,0041% of the share capital of the company, at the reference date 13.04.2023, according to Law 31/1990 and Law 24/2017, to the regulations in force of the Financial Supervisory Authority and to the provisions of the company's Constitutive Act, with the fulfillment of the legal and statutory conditions for the validity of the convening, the golding of the meeting and the adoprion of the decisions, adopted the following resolutions:

RESOLUTION NO. 1

Approves the exchange of the following immovable properties owned by the company: (i) land with an area of 25.490 sqm, located in the city of Gura Humorului, Arinis Dendrological Park, urban land, with a construction ban, registered in the Land Registry no. 45051 of Gura Humorului city, Suceava county, having cadastral no. 45051; and (ii) land with an area of 46.486 sqm, located in the City of Gura Humorului, Arinis Dendrological Park, urban land, with a construction ban, registered in the Land Registry no. 44163 of Gura Humorului city, Suceava county, having cadastral no. 44163; with the following immovable properties owned by Gura Humorului city: (i) land with an area of 10.000 sqm, located in Voronet, urban land, registered in the Land registry no. 44767 of Gura Humorului city, Suceava county, having cadastral no. 44767; (ii) land with an area of 5.000 sqm, located in Voronet, urban land, registered in the Land registry no. 45059 of Gura Humorului city, Suceava county, having cadastral no. 45059; (iii) land with an area of 4.600 sqm, located in Voronet, Suceava county, DJ 177D, urban land, registered in the Land registry no. 45045 of Gura Humorului city, Suceava county, having cadastral no. 45045.

with a majority of 100% of the votes held by the present or represented shareholders, following the casting of a total number of 120.122.998 valid votes for a number of 120.122.998 shares held by the shareholders present or represented, representing 74,0041% of the share capital of the company, from which 120.122.998 votes "in favor", 0 votes "against", 0 "refraining", 0 votes canceled and 0 votes not expressed.

RESOLUTION NO. 2

Approves 26.05.2023 as the registration date, according to the provisions of art. 87 para. (1) of Law no 24/2017, respectively 25.05.2023 as the ex-date, as defined by the FSA Regulation no. 5/2018.

with a majority of 100% of the votes held by the present or represented shareholders, following the casting of a total number of 120.122.998 valid votes for a number of 120.122.998 shares held by the shareholders present or represented, representing 74,0041% of the share capital of the company, from which 120.122.998 votes "in favor", 0 votes "against", 0 "refraining", 0 votes canceled and 0 votes not expressed.

RESOLUTION NO. 3

Empowers the general manager of the company, Mrs. Doina Prosciuc, who in turn can empower others, to represent the company in front of the public notary and any other people or authorities in order to sign the exchange contract of the immovable properties mentioned on the first item of the agenda of the general meeting and the fulfillment of all the documents and formalities necessary for the aforementioned exchange and the implementation of the decisions adopted by the extraordinary general shareholders meeting.

with a majority of 100% of the votes held by the present or represented shareholders, following the casting of a total number of 120.122.998 valid votes for a number of 120.122.998 shares held by the shareholders present or represented, representing 74,0041% of the share capital of the company, from which 120.122.998 votes "in favor", 0 votes "against", 0 "refraining", 0 votes canceled and 0 votes not expressed.

Doina PROSCIUC

General Manager