S C Comcm S A : 3. CONVOCATOR COMCM SA AGOA 29-30.04.2023 - lb. engleza

COMCM S.A.

Constanţa city, Bd. Aurel Vlaicu, Nr. 144,

County of Constanta

J13/613/1991

TIN: RO 1868287

NOTICE TO ATTEND

The Board of Directors of the COMCM S.A., with registered seat in Constanța city, Bd. Aurel Vlaicu, Nr. 144, County of Constanţa, registration number J13/613/1991, business

number 1868287, according to the provisions of Companies Act no. 31/1990 republished, as amended and supplemented, Law no. 24/2017, of the Capital Market Regulations and the provisions of the Articles of Incorporation, convened on 28.03.2023, calls the Ordinary General Meeting of Shareholders for 29.04.2023, at 11.00 a.m., which will be held at the company's offices located in the County of Constanţa, Constanţa city, Bd. Aurel Vlaicu, nr. 144, with the following

AGENDA

• 1. Elect the meeting secretary consisting of one individual, namely Mrs. Gabriela Alexe, shareholder of the company with identification data available at the company's registered office, responsible for verifying the presence of shareholders, fulfilling the formalities required by law and the Articles of Incorporation for holding the general meeting, counting the votes cast during the general meeting and drawing up the minutes of the meeting;

• 2. Discuss and approve the annual financial statements, namely the balance sheet, the profit and loss account and the explanatory notes to the annual financial statements, drawn up for the 2022 financial year, based on the reports presented by the Board of Directors and the financial auditor;

• 3. Approve the Remuneration Report for 2022;

• 4. Approve the discharge of administrators for the activity carried out in the 2022 financial year;

• 5. Present, debate and approve the Income and Expenditure Budget for the year 2023;

• 6. Present, debate and approve the Investment Program for the year 2023;

• 7. Establish the date of 19.05.2023, as the registration date for the identification of the shareholders on whom the effects of the resolutions of the Ordinary General Meeting of Shareholders are applied;

• 8. Authorize the General Manager of the Company, Ms. Alexe Gabriela, with the possibility of delegating third parties, to carry out all the formalities of publicity and registration of the resolution of the Ordinary General Meeting of Shareholders.

  In the event that the legal quorum for the Ordinary General Meeting of Shareholders is not met at the first call, the Ordinary General Meeting of Shareholders is called for 30.04.2023, with the same agenda, at the same time and in the same place.

  Only shareholders registered in the company's Shareholder Register on 19.04.2023, set as the reference date, may participate and vote in the meeting.

  The share capital of the company COMCM S.A. consists of 236,316,678 registered shares, each share giving the right to one vote in the Ordinary General Meeting of Shareholders.

  Shareholders representing, individually or jointly, at least 5% of the share capital, until 12.04.2023, at 16.00, have the right:

• - to include items on the agenda of the Ordinary General Meeting of Shareholders,

  provided that each item is accompanied by a justification or a project proposed for

  adoption by the Ordinary General Meeting of Shareholders;

• - to present draft resolutions for the items included or proposed to be included on the

  agenda of the Ordinary General Meeting of Shareholders.

  These rights can only be exercised in writing and submitted or sent by mail/courier to the registered office of the company in the County of Constanta, Constanta city, Bd. Aurel Vlaicu, nr. 144 or by electronic means, with extended electronic signature, to the e-mail [e-mail].

  Each shareholder has the right to ask questions regarding the items on the agenda of the Ordinary General Meeting of Shareholders. The shareholders mentioned in the previous paragraphs have the obligation to send the questions in writing, in sealed envelopes, accompanied by certified copies of the identity documents, identity card/passport in the case of individuals, certificate of incorporation in the case of legal entities, as well as the copy of the document that proves their capacity as authorized representative, to the company offices, in Constanta County, Constanta city, Bld. Aurel Vlaicu, nr. 144, with the mention written clearly, in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS of 29/30.04.2023" or by e-mail to the [e-mail], with the extended electronic signature attached.

  The documents, informative materials and draft resolutions of the General Meeting, regarding the issues on the agenda are available and can be inspected at the company's offices in Constanta County, Constanta city, Bld. Aurel Vlaicu, nr. 144, as of 29.03.2023, on working days, between 10.00 a.m. and 3.00 p.m. or on the company's websitewww.comcm.ro.

  The shareholders registered on the reference date may participate and vote at the Ordinary General Meeting of Shareholders directly or they can be represented by persons other than the shareholders, on the basis of a special or general power of attorney.

  The access of shareholders entitled to participate in the General Meeting is allowed by proving their identity, in the case of individual shareholders with an identity document, and in the case of corporate shareholders or represented natural person shareholders, with a special or general power of attorney given to the natural person which represents them.

  In the case of corporate shareholders, they can participate in the General Meeting through their authorized representative. The capacity of authorized representative is determined from the list of shareholders on the reference date received from the Central Depository.

  In the event that the data regarding the authorized representative capacity have not been updated at the Central Depository by the corporate shareholder by the reference date, the authorized representative capacity is proven with a certificate issued by the Trade Register, original copy or a true copy, or with any other document, original copy or a true copy, issued by a competent authority from the state in which the shareholder is legally incorporated, which certifies that the person is an authorized representative. The documents certifying capacity of the authorized representative of corporate shareholders will be issued no later than 30 days before the date of publication of the notice to attend.

  Special power of attorney forms for the open ballot, in Romanian and English, related to items 1, 4, and 5 on the agenda, can be obtained from the company's offices in Constanta County, Constanta city, Bld. Aurel Vlaicu, nr. 144, as of 29.03.2023, between 09.00-15.00 or on the company's websitewww.comcm.ro.

  A copy of the special power of attorney for open ballot will be submitted/sent to the company's offices in Constanta County, Constanta city, Bld. Aurel Vlaicu, nr. 144, until 27.04.2023, 11.00, under penalty of losing the right to vote in this meeting, in a closed envelope with the clearly written mention, in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS of 29.30.04.2023". One copy will be made available to

the representative, so that he can prove this quality, and one copy will be kept by the shareholder. The special power of attorney can also be sent by electronic means with the extended electronic signature, to the e-mail [e-mail] .

The special powers of attorney will be received at the company at the address mentioned in the notice to attend by 27.04.2023, 11.00 a.m., under the penalty of losing the right to vote in the Ordinary General Meeting of Shareholders. The special POAs that are not received by the above date will not be taken into account for determining the quorum and majority in the General Meeting of Shareholders of 29/30.04.2023.

The general power of attorney granted by the shareholder, as a client, to an agent defined according to art. 2 para. (1) point 20 of Act no. 24/2017 or to a lawyer, will be submitted/sent to the company registered office in the County of Constanta , Constanta city, Bd. Aurel Vlaicu, Nr. 144, until 27.04.2023, 11.00 a.m., under penalty of losing the right to vote in the Ordinary General Meeting of Shareholders of 29/30.04.2023.

Special powers of attorney, general powers of attorney before the first use, which are not received at the address mentioned in the notice to attend, by the date and time indicated above, cannot be taken into account for determining the quorum and majority in the Ordinary General Meeting of Shareholders on 29/30.04.2023.

The votes cast by the representatives for all items on the agenda will be validated based on the copies of the special powers of attorney submitted/sent to the company headquarters in the County of Constanta, Constanta city, Bd. Aurel Vlaicu, Nr. 144, by the shareholders.

The shareholders registered on the reference date have the possibility to vote by mail, before the Ordinary General Meeting of Shareholders, by using the mail voting form, to express their open vote.

The mail vote, in Romanian or in English, related to the open ballot can be obtained from 29.03.2023, between 09.00 and 15.00, from the company's registered office in the County of Constanta, Constanta city, Bd. Aurel Vlaicu, Nr. 144, or from the company websitewww.comcm.ro.

In the case of mail voting, the ballot related to the open vote, completed and signed in Romanian or in English, accompanied by a copy of the identity document (ID/card in the case of natural persons, certificate of incumbency issued by the Trade Registry in the case of legal entities), can be sent to the company's registered office in the County of Constanta , Constanta city, Bd. Aurel Vlaicu, Nr. 144, for the Ordinary General Meeting of Shareholders until 27.04.2023, 11.00 a.m., under the penalty of losing the right to vote in the Ordinary General Meeting of Shareholders, in a sealed envelope, clearly stating in capital letters: " FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS of 29./30.04.2023". Mail voting can also be sent by electronic means with an extended electronic signature, to the e-mail [e-mail], with the subject " FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS of 29./30.04.2023" .

Absentee ballots that are not received at the address mentioned in the notice to attend by 27.04.2023 at 11:00 a.m. cannot be taken into account for determining the quorum and majority at the Ordinary General Meeting of Shareholders.

Documents submitted in a foreign language (except for identification documents and those written in English) will be accompanied by a translation made by a sworn translator in Romanian or English.

For further information, please visit us at our offices or call us to the number 0744.483.020, between 10:00 a.m. and 3:00 p.m., on working days.

CHAIRMAN,

BOARD OF DIRECTORS,

MIHAITA GIANI - VATUIU