S C Bermas S A : EGSM resolutions 12.02.2022

SC "BERMAS" SA Suceava

Str. Humorului nr. 61 Şcheia

Tax identification number: RO 723636

Phone no.: 0230/526543; 526544

Fax: [phone]; 526543

E-mail:[e-mail];[e-mail]

CURRENT REPORT

according to the provisions of the Law no. 24/2017 on issuers of financial instruments and market operations

Date of the report: February 12, 2022

Name of the issuer company: SC "BERMAS" SA

Headquarters: Şcheia, str. Humorului nr. 61, Suceava County

Phone/fax number: 0230526545; 0230526542

Tax identification number: RO 723636

Registration number with the Trade Register: J33/37/1991

Subscribed and paid capital: 15.087.134,30 RON

Regulated market where the issued securities are traded: Bucharest Stock Exchange

On 12 february 2022, starting 11:00, it was convened in accordance with Law 31/1990, Law 24/2017 and Regulation 5/2018 of ASF at SC "BERMAS" SA headquarters in Humorului no. 61 of the Extraordinary General Meeting of the Shareholders.

The Extraordinary General Meeting the of Shareholders it is at the first notice. The notice to attend was published in the Official Gazette of Romania part IV no. 173 /12.01.2022, in "National" newspaper no. 7008/12.01.2022 and in "Monitorul de Suceava" newspaper no. 7(7811) /12.01.2022.

The shareholders registered in the Register of Shareholders on the reference date 02.02.2022

participate in the meeting.

From the total of 21.553.049 issued shares were present and represented 14.184.107 shares representing 65,81% of the total issued shares both in the Extraordinary General Meeting of Shareholders, the legal and statutory conditions for the holding of the two General Meetings of the Shareholders.

The number of shareholders present at the two shareholders' meetings was 15 (fifteen) shareholders with a number of 12.300.775 shares representing 57.07% of the share capital and were represented a number of 168 shareholders with a number of 1.883.332 shares representing 8.74% of the share capital.

The Extraordinary General Meeting of Shareholders of SC "BERMAS" SA decided unanimously / with majority of votes as follows:

1. Approves the secretaries of the meeting pur the Extraordinary General Meeting of Shareholders, respectively of the nominated shareholders between the respective shareholders:

Hongu Mărioara, Vatrautas Irina Rozalia and Boanţa Gabriela, who verifies the fulfillment of the formalities required by law and the Articles of Association for holding the meeting. The approval was expressed with a number of 14.184.107 votes "for" representing 100% of the valid votes cast

and 65,81% of the share capital.

1. Approves the composition of the committee for counting the votes cast by the shareholders on the items on the agenda of the Extraordinary General Meeting of Shareholders respectively:
   Hongu Mărioara, Vatrautas Irina Rozalia and Boanţa Gabriela, with a number of 14.184.107 votes "for" representing 100% of validly cast votes and 65,81% of the share capital.
2. a) Approes of the increase of the ceilings on short-term loans for the partial financing of the production activity by the amount of 3.000.000 (three million lei) namely from 10.000.000 lei la

13.000.000 lei for the period 2022 - 2023, with a number of 14.184.107 votes "for" representing 100% of validly cast votes and 65,81% of the share capital.

1. 1. Approves of the pledging and mortgaging of movable and immovable assets in the company's property in favour of the financing banks both to guarantee the loans contracted and to obtain guarantees such as bank letters of guarantee at the company's request in favour of third parties (public institutions, suppliers, etc.), with a number of 14.184.107 votes "for" representing 100% of validly cast votes and 65,81% of the share capital.
   2. Aproves the mandate of the Board of Directors to establish by resolution the financing banks, to negotiate the loan conditions, as well as to identify the assets of the patrimony mortgaged to guarantee these loans, with a number of 14.184.107 votes "for" representing 100% of validly cast votes and 65,81% of the share capital.
      4. Approves the investment program for the year 2022 - 2023 in a total amount of 800,000 EURO, with a number of 14,184,107 votes "for" representing 100% of the validly cast votes and 65.81% of the share capital.
2. Approves of the conclusion of legal acts concerning the granting of temporary and free use to the company's customers of goods and accessories for the sale of bottled beer, CO₂ tubes, means of transport for distribution, advertising logistics, etc. for the purpose of achieving the company's object of activity, with a number of 14.184.107 votes "for" representing 100% of validly cast votes and 65,81% of the share capital.
3. Approvesl of the amendment of the Articles of Incorporation of the company, with a number of 14.184.107 votes "for" representing 100% of validly cast votes and 65,81% of the share capital as follows:
4. 
   CHAPTER III
   SHARE CAPITAL, SHARES
   ART.9. TRANSFER OF SHARESshall be read as follows:
   "Transfer of shares is permitted both between shareholders and between shareholders and third parties.
   Transfer shall be completed under the conditions and in accordance with the procedure laid down by law.
   Shares are indivisible with respect to the company, which recognises only one owner for each share".
   CHAPTER IV
   GENERAL MEETING OF SHAREHOLDERS ART.10. RESPONSIBILITIES
   The provisions contained in subpoint "u", point 6(a) and point 9) shall be amended as
   follows:
   Point 6(a) shall be read as follows:
   -Final condemnation in cases concerning:

   • Offences against property or other economic/financial offences;
   • Offences under company, bankruptcy, insolvency and consumer protection law;
   • Offences under financial-banking legislation including offences under money laundering and terrorist financing legislation.

The other provisions of point 6 shall remain unchanged.

Point 9 shall be read as follows:

"One or more members of the Board of Directors they can be independent". The other provisions of point (9) shall remain unchanged.

CHAPTER V

BOARD OF DIRECTORS

ART.13. ORGANISATION

Paragraph 2 of this article shall be read as follows: "One or more of the administrators they can be independent. The majority of the directors shall be non-executive'.

The other provisions of ARTICLE 13 - ORGANISATION - shall remain unchanged.

CHAPTER VI

MANAGERS

ART:15. RESPONSIBILITIES

Paragraphs (2) and (3), shall be amended as follows: Paragraph 2:

"For the conclusion of any legal acts which create or may create obligations for the company, the company shall be legally represented by the General Manager and the Economic Manager, acting only jointly. For any other act of representation or management of the company, the General Manager shall act individually, legally representing the company. The Managers may mandate other persons to represent the company. The principal and the agent shall be jointly and severally liable to the company for legal acts concluded".

Paragraph 3:

"The General Manager together with the Economic Manager of the company shall have the power to conclude, in the name and on behalf of the company, any legal act necessary for the conduct of the day-to-day business with a value of up to 1.500.000 (one million five hundred thousand) EURO".

The other provisions of this article shall remain unchanged.

CHAPTER VII

AUDIT

ART.16.FINANCIAL AUDIT, shall be read as follows:

"The financial statements of the company shall be examined by the financial auditor elected by the Ordinary General Meeting of Shareholders, in accordance with the law.

The Board of Directors shall register with the Trade Register any change in the person of the financial auditor".

CHAPTER VIII

ACTIVITY OF THE COMPANY

ART.21. PROFIT CALCULATION AND DISTRIBUTION, shall be read as follows:

"- The profit of the company shall be determined on the basis of the annual financial statements approved by the General Meeting of Shareholders.

• The profit remaining after the payment of the profit tax shall be distributed according to the resolution of the General Meeting of Shareholders.
• Payment of dividends due to shareholders shall be made by the company in accordance with the law after approval of the annual financial statements by the General Meeting of Shareholders, within a period of time set by the General Meeting of Shareholders.".
• 1. 
     CHAPTER IX
     AMENDMENT TO THE LEGAL FORM, LIQUIDATION, MERGER, DIVISION ART.22. AMENDMENT TO THE LEGAL FORM, shall be read as follows:
     "Amendment to the legal form of the company may be made only on the basis of a resolution of the Extraordinary General Meeting of Shareholders and with the fulfilment of all the formalities provided for by law and the articles of incorporation".
     ART.23. DISSOLUTION, shall be read as follows: ,,The Company is dissolved by:
  2. impossibility of achieving the company's object of activity;
  3. the opening of bankruptcy proceedings;
  4. a resolution of the Extraordinary General Meeting of Shareholders, adopted by
     unanimous vote;
  5. other causes provided for by law or by the articles of incorporation

The resolution to dissolve the company shall be registered with the Trade Register and published in the Official Gazette of Romania, Part IV".

The other provisions of the ARTICLE OF INCORPORATION shall remain unchanged.

7. Approves of the date of 20 May 2022 (ex-date 19 May 2022) as the date of registration in accordance with Article 87 paragraph (1) of Law no. 24/2017 on issuers of financial instruments and market operations, i.e. the date on which the identification of the shareholders affected by the resolution of the present Extraordinary General Meeting of Shareholders, with a number of 14.184.107 votes "for" representing 100% of validly cast votes and 65,81% of the share capital.

8. Aproves authorizing of the Chairman of the Board of Directors to sign on behalf of the shareholders the resolutions of the General Extraordinary Meeting of Shareholders and any other documents related thereto and to perform any act or formality required by law for the registration and

implementation of the resolutions of the General Extraordinary Meeting of Shareholders, including the formalities for their publication and registration with the Trade Register or any other public institution, with a number of 14.184.107 votes "for" representing 100% of validly cast votes and 65,81% of the share capital. The Chairman of the Board of Directors may delegate all or part of the powers conferred above to any person competent to carry out this mandate.

President of the Board of Directors, ec. Anisoi Elena