S C Electroarges S A : Convocare AGOA si AGEA - 28,29.04.2022 - versiune limba Engleza

TO:BUCHAREST STOCK EXCHANGE THE FINANCIAL REGULATOR

Current report in accordance with: Law 24/2017 on the issuers of financial instruments and market operations and ASF Regulation no. 5/2018 on the issuers of financial instruments and market operations.

Report date: 25.03.2022

Issuer's name: Electroarges SA

Trade Register Registration Code: RO156027 Trade Register Registration Number: J03/758/1991 Share capital: 6,976,465.00 lei

Important events to report:

OGMS and EGMS Summoning - 28.04.2022

Electroarges SA Board of Directors informs the shareholders and potential investors of the summoning of the Electroarges SA Ordinary General Meeting of Shareholders, for 28.04.2022, 08.00 (first summoning) and 29.04.2022, 08.00 am (second summoning) and of the Electroarges SA Extraordinary General Meeting of Shareholders, for 28.04.2022, 8.30 am (first summoning) and 29.04.2022, 8.30 am (second summoning).

All shareholders registered in the Register of Shareholders at the end of 14.04.2022, which is the reference date, have the right to attend and vote in the extraordinary and ordinary general meetings.

If at the first summoning the legal quorum conditions will not be met, the Ordinary General Meeting is reconvened for 29.04.2022, 08.00 am, and the Extraordinary General Meeting is reconvened for 29.04.2022, 08.30 am, in Curtea de Arges, str. Albesti, nr.12, jud. Arges.

We attach herewith the summoning notice containing the agenda related to the Electroarges SA ordinary and extraordinary general meetings of the shareholders (Annex 1).

VICE-CHAIRMAN BOARD OF DIRECTORS,

ROXANA SCARLAT

SUMMONING NOTICE

Electroarges SA Board of Directors, in accordance with the provisions of Law 31/1990, of Law 24/2017, of the ASF Regulation no. 5/2018 and with the provisions of the Electroarges SA Articles of Incorporation, summons in Curtea de Arges, Str. Albesti nr. 12, Arges County:

• I. The Ordinary General Meeting of Shareholders on 28.04.2022, 08.00 am;

• II. The Extraordinary General Meeting of Shareholders on 28.04.2022, 08.30 am.

All shareholders registered in the Register of Shareholders at the end of 14.04.2022, which is the reference date, have the right to attend and vote in the extraordinary and ordinary general meetings.

If at the first summoning the legal quorum conditions will not be met, the Ordinary General Meeting is reconvened for 29.04.2022, 08.00 am, and the Extraordinary General Meeting is reconvened for 29.04.2022, 08.30 am, in Curtea de Arges, str. Albesti, nr.12, Arges County.

THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

has the following AGENDA:

1. Approval of the individual financial statement, balance sheet and profit and loss account, prepared on 31.12.2021, based on the Electroarges SA Board of Directors Report and the Financial Auditor Report, including the remuneration report for 2021, in accordance with art. 107 paragraph 6 of the Law 24/2017 as republished, annex to the Board of Directors Annual Report.

2. Approval of the Electroarges SA consolidated financial statement for 2021, prepared according to IFRS standards.

3. Electroarges SA Board of Directors discharge from administration for the financial year 2021.

4. Approval of the revenue and expenditure budget for 2022.

5. Approval of the Investment Program for 2022 and mandating the Board of Directors to approve the modification of this program according to the Company's concrete economic needs.

6. Approval of the List of depreciated fixed assets and of the inventory objects proposed for scrapping and capitalization by sale in 2022 and mandating the Board of Directors to approve their capitalization in 2022, under the legal provisions in force, within the Board of Directors' competence provided by the laws in force.

7. OGMS mandating the Board of Directors in 2022 to approve the contracting of credits and the extension of existing credit lines for production and investments, pledging of assets and assignment of receivables necessary for contracting credits, in accordance with the provisions of the laws in force, within the Board of Directors' competence provided by the laws in force.

8. Approval of the Depreciation Regime for tangible and intangible assets in the financial year 2022, in compliance with the legal procedures in force.

9. Appointment of the Electroarges SA External Auditor, for a term of 4 (four) years, starting with 26/04/2022. The Board of Directors' proposal is the appointment of the current auditor BDO Audit SRL in this capacity.

10. Approval of the confirmation as Electroarges SA directors of the current members of the Board of Directors, with a mandate until April 26, 2025, respectively confirmation of the Electroarges SA Board of Directors consisting of the following 3 members:

• - Constantin Stefan;

• - Cardinal Main SRL, through permanent representative Roxana Scarlat;

• - Csoarpi Saints SRL, through permanent representative Adrian Ionescu.

11. Approval of confirmation of Mr. Constantin Stefan as Chairman of the Electroarges SA Board of Directors with a mandate until April 26, 2025, in the event of his confirmation as a member of the Board of Directors.

12. Approval of the fixed monthly remunerations granted to the members of the Electroarges SA Board of Directors:

- for the natural person directors, a net monthly remuneration of 6,000 lei;

- for the legal person directorts, a monthly remuneration of 12,000 lei + VAT; and of the general limits of all the additional remunerations of the members of the Board

• of Directors, including the Advisory Committees, starting with 2022, at the value of 2.75%

• of the company's net assets.

  13. Mandating the Chairman of the Board of Directors and/or the Vice-Chairman

• of the Board of Directors, with the possibility of substitution, to carry out the steps at Trade Register and wherever necessary, for the registration of the decision and other documents approved by the Ordinary General Meeting of Shareholders of 28,29.04.2022 ".

14. Approval of the date of: (i) 16.05.2022 as the Registration Date, according to art. 87 paragraph (1) of Law no. 24/2017 and (ii) 13.05.2022 as Ex Date, according to art. 2 paragraph 2 let. 1 of the Regulation no. 5/2018.

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

has the following AGENDA:

1. Confirmation of changing the Company's registered office, starting with 01.02.2022, from the current address in strada Albesti, nr. 12, Curtea de Arges, jud. Arges, Romania, at the new address in strada Horatiu, nr. 8-10, sector 1, Bucharest, Romania and the establishment of a secondary Company office, starting with 01.02.2022, at the address in strada Albesti, nr. 12, Curtea de Arges, jud. Arges, Romania.

1.1. In the situation of approving item 1 on the agenda, it is requested to confirm the amendment of the Company's Articles of Incorporation, in the sense mentioned in art.3 of the Articles of Incorporation, of the new registered office. In this sense, it is proposed to amend art. 3 of the company's Articles of Incorporation, the article will have the following form:

CURRENT FORM

AMENDED FORM

The company's registered office is in Romania, Curtea de Arges, Str. Albesti, Nr. 12, Jud Arges. The company's registered office can be changed to other location in Romania, based on the General Meeting of Shareholders ! decision, according to the law. The company may have branches, subsidiaries, technical (service) and commercial representatives, agencies, located in other cities in the country and abroad, in compliance with legal regulations.

The company's registered office is in Romania, municipiul Bucharest, Sector 1, Str. Horatiu, Nr. 8-10. The company's registered office can be changed to other location in Romania, based on the General Meeting of Shareholders! decision, according to the law. The company may have branches, subsidiaries, technical (service) and commercial representatives, agencies, located in other cities in the country and abroad, in compliance with legal regulations.

2. Confirmation of extending the Company's office at the address in strada Aleea Alexandru, nr. 7A, sector 1, Bucharest, Romania, for a period of 4 years, starting with 01.02.2022.

3. Mandating the Chairman of the Board of Directors and/or the Vice-Chairman of the Board of Directors, with the possibility of substitution, to carry out the steps at Trade Register and wherever necessary, for the registration of the decision and other documents approved by the Ordinary General Meeting of Shareholders of 28,29.04.2022".

4. Approval of the date of: (i) 16.05.2022 as the Registration Date, according to art. 87 paragraph (1) of Law no. 24/2017 and (ii) 13.05.2022 as Ex Date, according to art. 2 paragraph 2 let. 1 of the Regulation no. 5/2018.

The shareholders' right to attend the general meetings

Shareholders nominally registered in the Register of Shareholders on the date of reference may personally attend the general meeting, by legal representatives (in the case of legal persons) or by a representative based on a Special or General Power of Attorney, or may vote by Absentee Ballot (by written form or by electronic means). The shareholders may be assisted by attorneys/legal advisers in the general meeting of shareholders.

The access of the shareholders entitled to attend the general meeting of shareholders is allowed by the mere proof of their identity, made in the case of the natural person shareholders with the identity card or, in the case of legal persons and the represented legal person shareholders, with the Power of Attorney offered to the natural person representing them, in compliance with the applicable legal provisions and the provisions contained in this Summoning Notice.

In the case of legal person shareholders or entities without legal personality, the capacity of legal representative is established based on the list of shareholders from the Register of Shareholders at the date of reference, and the legal representative's identity card. If, at the date of reference, the Register of Shareholders does not contain data on the legal representative's capacity, this capacity shall be proved by a certificate issued by the Trade Register, submitted in original, or a certified true copy, issued no more than 30 days prior to the publication of the Summoning Notice of the general meeting of shareholders.

Shareholders, who are not able to exercise their rights, as well as the legal persons, may be represented by their legal representatives, who in turn may authorize other persons.

Shareholders may be represented in the general meeting by other persons, on the basis of a Special or General Power of Attorney.