One United Properties : Notice of OGSM & EGSM 26.04.2022

To: the Bucharest Stock Exchange the Romanian Financial Supervisory Authority

CURRENT REPORT NO. 18/2022

Pursuant to Law no. 24/2017 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers and operations with securities, as subsequently amended and supplemented and the provisions of Article 99 of the Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments.

Report date:	22.03.2022
Name of the issuer:	One United Properties S.A.
Registered office:	20 Maxim Gorki Street, District 1, Bucharest, Romania
Registration no. with Trade Registry:	J40/21705/2007
Sole registration code:	22767862
Share Capital:	RON 514,828,058.80
Total number of shares:	2,574,140,294 ordinary shares
Symbol:	ONE
Market where securities are traded:	Bucharest Stock Exchange, Main Segment, Category Premium

Important events to report: Convening of the Ordinary and Extraordinary General Meetings of Shareholders for 26.04.2022

The management of One United Properties S.A. (hereinafter referred to as the "Company") informs the market that the

Board of Directors of the Company decided to convene the Ordinary General Meeting of Shareholders (OGMS) and the Extraordinary General Meeting of Shareholders (EGMS) of the Company for 26.04.2022 (first calling), respectively for 27.04.2022 (second calling) should the attendance quorum for the first meeting not be met, having the agenda as set out in the convening notice attached to this current report.

Executive Member of the Board of Directors,

Victor Capitanu

ONE UNITED PROPERTIES S.A.

Bucharest, Sector 1, 20 Maxim Gorki Street

J40/21705/2007, Sole Registration Code 22767862, EUID: ROONRC.J40/21705/2007,

subscribed and fully paid-in share capital:

RON 514,828,058.80

(the "Company")

Convening notice for the General Ordinary and Extraordinary meetings of the shareholders of

ONE UNITED PROPERTIES S.A.

convened for 26/27 April 2022

Output no. 698 from 22 March 2022

The board of directors of ONE UNITED PROPERTIES S.A., having its headquarters in Bucharest, 20 Maxim Gorki Street, District 1, registered with the Bucharest Trade Registry under no. J40/21705/2007, having Sole Registration Code 22767862, (EUID): ROONRC.J40/21705/2007, having subscribed and fully paid-up share capital of RON 514,828,058.8 ("OUP" or the 'Company")

Pursuant to Law no. 31/1990 on companies, republished, as subsequently amended and supplemented ("Companies Law"), Law no. 24/2017 on issuers of financial instruments and market operations, as subsequently amended and supplemented ("Law no. 24/2017"), Regulation no. 5/2018 on issuers of financial instruments and market operations, as subsequently amended and supplemented ("Regulation no. 5/2018"), and the Company's articles of association (the "Articles of Association"),

Convenes:

The Ordinary General Meeting of the Company's Shareholders (the "OGMS") for the date of 26 April 2022, 10:00 a.m. at One Tower, 17th floor, 165 Calea Floreasca, 1st District, Bucharest, Romania, to which all shareholders of the Company registered in the shareholders' registry (held at the Company's headquarters) until the end of 15 April 2022, set as reference date (the "Reference Date"), will take part of; In case the necessary quorum will not be met at the first convocation, a second meeting of the OGMS will take place on 27 April 2022, at 10:00 a.m., at the same place and with the same agenda and having the same Reference Date; and

The Extraordinary General Meeting of the Company's Shareholders ("EGMS") for the date of 26 April 2022, 11:00 a.m., at One Tower, 17th floor, 165 Calea Floreasca, 1st District, Bucharest, Romania, to which all shareholders of the Company registered in the shareholders' registry (held at the Company's headquarters) until the end of 15 April 2022, set as Reference Date, will take part of. In case the necessary quorum will not be met at the first convocation, a second meeting of the EGMS will take place on 27 April 2022, 11:00 a.m., at the same place and with the same agenda and having the same Reference Date.

The agenda of the Ordinary General Meeting of Shareholders

1.

Approval of the annual individual and consolidated financial statements prepared for the financial year ended on

31 December 2021, together with the annual report prepared by the Board of Directors, and the independent auditor's report. In the financial year ended on 31 December 2021, the Company has registered net profit at individual level in value of RON 40,714,516.98, out of which RON 2,427,796.75 will be registered as legal reserves and RON 38,286,720.23 is distributable net profit.

• 2. Approval of the distribution of dividends in value of RON 42,473,314.85 (gross dividend amount), out of which RON 38,286,720.23 from the Company's net profit corresponding to the financial year 2021 and RON 4,186,594.62 representing undistributed profit registered for the previous years, resulting thus in a gross dividend per share of RON 0.0165.

• 3. Approval of the transfer of an amount of RON 4,307,781.61 from issuance premium (share premium) to the credit of the reserves account (other than legal reserves) and registration of this operation in the Company's accounting.

• 4. Approval of the discharge of liability of the Board of Directors for the financial year ended on 31 December 2021.

• 5. Approval of the income and expenses budget for the financial year 2022, in accordance with the materials presented.

• 6. Approval of the Company's remuneration policy, in accordance with the materials prepared for the OGMS.

• 7. Update of the stock options plans for the benefit of the executive members of the Board of Directors (the "SOP") approved by resolution of the Ordinary General Meeting of the Company's Shareholders no. 54 of 19 April 2021, which sets out the rules regarding the grant, accessing and exercising stock options by the eligible participants to the SOP, for adjusting it to the share split and, respectively, share capital increase operations which took place at the level of the Company during 2021.

• 8. Appointment of the members of the Board of Directors amongst the candidates proposed by the Company's

  Nomination and Remuneration Committee and shareholders, for a mandate of one (1) year, starting with the date of the OGMS resolution. The candidates which have been proposed by the Company's Nomination and

  Remuneration Committee are the following:

  • • Victor Căpitanu

  • • Andrei-Liviu Diaconescu

  • • Claudio Cisullo

  • • Dragoș-Horia Manda

  • • Marius-Mihail Diaconu

  • • Augusta Valeria Dragic

  • • Magdalena Soucek

  The current mandates of the members of the Board of Directors (which were set to expire on 31 May 2022) will be terminated on the same date, i.e., the date of the OGMS resolution appointing the members of the Board of Directors in accordance with this point.

9.

Approval of the remuneration for the non-executive members of the Board of Directors for mandates starting onthe date of the OGMS, respectively EUR 1,500 per month (net amount) (payable in EUR to non-executive members of the Board of Directors who are non-residents in Romania, respectively payable in RON equivalent to non-executive members of the Board of Directors who are residents in Romania) payable to each non-executive member of the Board of Directors, plus, as the case may be, the amount of EUR 500 per month (net amount) (payable in EUR to non-executive members of the Board of Directors who are non-residents in Romania, respectively payable in RON equivalent to non-executive members of the Board of Directors who are residents in Romania), payable for holding the position of chairman of a committee set up at the level of the Board of Directors.

For the year 2022, the payment will be made in one installment during the period between the last meeting of the Board of Directors for the year and 31 December 2022. The level of remuneration thus approved will take into account the participation of the respective members in at least five (5) meetings of the Board of Directors per year. In the event of unjustified absence below the minimum referred to above, the aggregate annual remuneration will be reduced by 20% per absence.

• 10. Setting the date of:

  • • 13 May 2022 as registration date, identifying the shareholders who will benefit from the effects of the resolutions adopted by the OGMS, in accordance with the provisions of art. 87 para. (1) of Law no. 24/2017; and

  • • 12 May 2022 as "ex-date", computed in accordance with the provisions of art. 2 (2) letter (l) of Regulation no.

    5/2018; and

  • • 30 May 2022 as payment date, computed in accordance with the provisions of art. 178 (2) of Regulation no. 5/2018.

  As they are not applicable to this OGMS, the shareholders do not decide on the other aspects set out in art. 176 paragraph (1) of Regulation no. 5/2018 such as date of the guaranteed participation.

• 11. Approval of the authorisation of the executive members of the Board of Directors and/or the Company's Managers, acting independently or jointly, with the right to sub-delegate, in the name and on behalf of the Company, with full power and authority, to execute any documents, including, but without limitation, the Resolutions of the OGMS of the Company, the Articles of Association, to file and to request the publication of the Resolutions in Part IV of the Official Gazette of Romania, to pick up any documents, as well as to fulfil any necessary formalities in front of the Trade Registry Office, as well as in front of any other authority, public institution, legal entities and individuals, as well as to carry out any acts for implementing and ensuring the opposability of the Resolutions which will be adopted by the OGMS.

  The agenda of the Extraordinary General Meeting of Shareholders

• 1. Approval to empower the Board of Directors to issue any decision and to fulfill all the necessary, useful and / or opportune legal acts and deeds, respectively to update the provisions of article 12.3 of the Articles of Association, for the fulfillment of the decisions to be adopted by the OGMS in accordance with point 7 of the OGMS agenda.

• 2. Approval of the revocation of the resolutions adopted according to points 31, 41, 51, 61 and 71 on the agenda of the Extraordinary General Meeting of Shareholders of the Company which took place 10 September 2021, in their entirety, which approved the introduction of a new class of shares, conferring 5 voting rights per share to Vinci VER Holding S.R.L. and OA Liviu Holding Invest S.R.L., wholly owned by the two founding shareholders, respectively

Victor Capitanu and Andrei-Liviu Diaconescu following the conversion of a total of 22.74% of the existing ordinary shares in the Company held by the respective entities, in equal proportions.

3.

Approval of the buyback by the Company of is own shares, on the stock exchange where the shares are listed or by conducting public purchase bids, in accordance with the applicable legal provisions, subject to the following conditions:

• • the buyback program will be done at the minimum price of RON 0.2 per share and a maximum price equal to RON 1.75 per share;

• • the aggregate value of the buyback program is up to RON 10,000,000;

• • the buyback program will target the buyback of a maximum number of 10,000,000 shares;

• • the buyback program will take place for a maximum period of 18 months from the date of publication of the decision adopted in this regard in the Official Gazette of Romania, part IV;

• • the buyback transactions will have as object only fully paid-up shares and will be made only from the Company's distributable profit or available reserves, recorded in the last approved annual financial statement, except for legal reserves;

• • the buyback program will have as its purpose the objectives referred to in article 5 para. (2) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC ("MAR") or, to the extent the buyback transactions do not benefit from the exemptions set out by the MAR provisions and by the provisions of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures, such transactions will be performed in compliance with the provisions of art. 14 and 15 of MAR (each being assessed on a case-by-case basis); and

• • the Board of Directors is authorised to issue any decision and to fulfill all the necessary, useful and / or opportune legal acts and deeds for the fulfillment of the decisions to be adopted by the EGMS regarding this point on the agenda, including (but without limitation) regarding the adequate public disclosure, prior to the start of trading in the buyback program, of the purpose of the program.

4. Approval of the delegation of the EGMS' duties regarding the decision to increase the share capital of the Company to the Company's Board of Directors under the provisions of art. 114 para. (1) and art. 2201 para. (2) of the

Companies Law, respectively the provisions of art. 86 para (2) of Law no. 24/2017, with the power to remove or restrict the preference right of shareholders in accordance with the provisions of art. 217 of the Companies Law and of art. 86 para. (3) and art. 88 para. (1) of Law no. 24/2017 and in accordance with the provisions of art. art. 2201 para. (3) of the Companies Law, respectively, for a period of three (3) years, through one or more issues of ordinary, registered and dematerialized shares, with a nominal value not exceeding a quarter of the subscribed share capital, existing at the time of the decision and authorization, namely by up to RON 128,707,014, in order to carry out and implement the provisions of any share allocation program (such as "stock option plan") to the directors, managers or to the employees of the Company and / or its subsidiaries) approved (including the ones approved by decision of the Extraordinary General Meeting of Shareholders of the Company no. 50 of 18 May 2020, respectively by decision of the Ordinary General Meeting of Shareholders of the Company of 19 April 2021 point 6, as subsequently amended and supplemented) or to be approved in the future and, respectively, approving