Sphera Franchise S A : 2020 Dividend payment

To:

BURSA DE VALORI BUCUREȘTI S.A.

AUTORITATEA DE SUPRAVEGHERE FINANCIARĂ

CURRENT REPORT 11/2022

According to Law no. 24/2017 regarding issuers of financial instruments and market operations, ASF Regulation no. 5/2018 regarding the issuers of financial instruments and market operations and/or Rulebook of the Bucharest Stock Exchange Market Operator.

Date of report	09.03.2022
Name of the Company	Sphera Franchise Group SA
Registered Office	Bucharest, Romania
Address	Calea Dorobanților nr. 239, 2nd floor, Bucharest sector 1
Phone / Fax	[phone] / [phone]
Email	[e-mail]
Registration nr. with Trade Registry	J40/7126/2017
Fiscal Code	RO 37586457
Subscribed and paid share capital	581,990,100 RON
Total number of shares	38,799,340
Symbol	SFG
Market where securities are traded	Bucharest Stock Exchange, Main Segment, Premium
	Category

Important events to be reported:Dividend payment

Sphera Franchise Group S.A. (the "Group") informs the market, following the resolution of the Ordinary General Meeting of the Shareholders no. 1 dated February 4th, 2022 that the Group will pay the undistributed dividends through the Central Depositary S.A. and the payment agent BRD - Group Societe Generale S.A., starting May 30th, 2022, to Group's shareholders registered in the Shareholder's Registry held by the Central Depositary S.A. on the registration date May 9th, 2022.

The gross dividend is of RON 0.9021 per share and the dividends tax will be withheld at the statutory rates, if applicable.

Details concerning the payment methods of the dividends are presented in the document annexed to this report as well as on Group's website (www.spheragroup.com) section Investor Relations.

CHIEF EXECUTIVE OFFICER

Calin Ionescu

ANNOUNCEMENT REGARDING THE DISTRIBUTION OF THE DIVIDENDS RELATED TO 2020

FINANCIAL YEAR

PAYMENT METHOD

Following the resolution of the Ordinary General Meeting of Shareholders no. 1 dated February 4th, 2022, of Sphera Franchise Group S.A. (hereinafter referred to as "Sphera"), Sphera announces the payment of the undistributed dividends, processed by Central Depository S.A. (hereinafter referred to as "Depozitarul Central") and BRD - Group Societe Generale SA, with headquarters in 1-7 Ion Mihalache Blvd., 1st District, having Sole Registration Number 361579 and Trade Register No. J40/608/1991 (hereinafter "BRD") - selected payment agent starting with May 30th, 2022 (hereinafter "Payment Date"), with ex-date on May 6th , 2022 to Sphera 's shareholders, registered within the Shareholders' Register, held by Depozitarul Central on the registration date of May 9th, 2022 (hereinafter "Registration Date").

The gross dividend is of RON 0.9021 per share and the dividends tax will be withheld at the statutory rates, if applicable.

This statement shall be completed with Annex 1 - Support documents for dividends payment and Annex 2 - Forms, available on Sphera's website (www.spheragroup.com) section Investor Relations, category Corporate Governance, and at Sphera's headquarters, Bucharest, District 1, 239 Dorobantilor Avenue,

2nd floor.

1. DIVIDENTS PAYMENT METHODS

1. Payments in the accounts of Participants (intermediary participants to the clearing- settlement and register system of Depozitarul Central), for shareholders who hold accounts with the Participants.

1.1. For shareholders, who are individuals, legal entities or entities without legal personality for which, on the Payment Date, the Participant provides main and/or related financial investment services, who, on the Registration Date, hold financial instruments issued by Sphera, outlined in Section II of the Register held by Depozitarul Central, in the account opened with the

Participant, dividends will automatically be paid into the Participants' accounts, on the

Payment Date, without additional documents, if those shareholders have not expressed and communicated to the Participant the deferred payment option, as defined in section II.1 below (option communicated by the Participant to Depozitarul Central within the report on the Registration Date).

2. By bank transfer to the accounts of the shareholders not represented by Participants, accounts communicated to Depozitarul Central

2.1. Depozitarul Central will distribute dividends to shareholders by bank transfer to the shareholders which are not represented by Participants, shareholders who transmit the

documents mentioned in Annex 1, Item A, to Depozitarul Central. The documents must be provided to Depozitarul Central until May 9th, 2022.

1. In the event that a bank payment refusal is received (e.g. account closed), Depozitarul Central shall inform the shareholder which is not represented by a Participant regarding this circumstance, and the respective dividends will be redirected for cash payment. The respective shareholders not represented by Participants will be able to withdraw dividends according to item 3.1 below or to instruct BRD to make the payment into the relevant bank account, as per section 3.2 below.
2. If there are shareholders unrepresented by the Participant who opt for dividend payment by bank transfer after Payment Date by transmitting the documents listed in Annex 1, item A, Depozitarul Central will verify if those shareholders cashed the dividends. If the dividends have not been cashed, Depozitarul Central will block their cash payment (for individuals) and will instruct payment by bank transfer within 3 days after blocking or, in case of legal persons or entities without legal personality, within 3 days after notification of the new bank account.

3. Through BRD

1. Distribution of dividends in cash will be made through BRD counters in the case of individual shareholders who are not represented by Participants, observing the legal provisions on cash payments, except for those individual shareholders who choose the payment by bank transfer as per the procedure provided by this announcement.
2. Distribution of dividends by bank transfer will be made through BRD counters in the case of shareholders not represented by the Participants, individuals and legal entities or entities without legal personality, who do not have accounts opened with Participants. Shareholders, individuals and legal entities or entities without legal personality, that want dividends payment by bank transfer may require BRD the payment by submitting to the bank offices the supporting documents listed in Annex 1, item B. Legal persons can use only bank transfer for receiving dividends.
3. BRD units list is available on BRD's webpage (www.brd.ro/en/agencies-and-atms).

1. PAYMENT OPTIONS AND THE POSSIBILITY TO RECEIVE MORE FAVOURABLE TAXATION PROVISIONS

1. Payment option

1.1. Shareholders who have an account opened with the Participant may opt for the following types of payments, expressing their option by the Registration date the latest, to the relevant Participant, who will communicate it to Depozitarul Central, within the reporting on the Registration Date:

1. the payment of dividends by withholding standard tax in Romania on Payment Date;

1. 1. the payment of dividends at the rate of tax properly withheld, under double taxation avoidance conventions, based on documentation submitted by the shareholder to Sphera, expressing its option, which will need to be received by Sphera no later than May 9th, 2022;
   2. dividends payment postponement to a later date than the Payment Date, during year 2022, in order to give the shareholders the possibility to benefit from more favorable tax provisions, after sending tax documents to Sphera. Dividend payment will be made within ten (10) working days from receipt by Sphera of complete and correct supporting documents and of any requested clarifications. If shareholders for whom the Participants did not submit supporting documents until July 12th, 2022, dividends payment will be made on July 26th, 2022 after withholding tax rate on standard dividends in force, as provided by the Romanian Tax Code.
2. Shareholders not represented by Participants may also use the payment options provided in section 1.1 above and will communicate them to Sphera until May 9th, 2022. In order to exercise the option mentioned at letter 1.1 (b), the shareholders not represented by Participants will transmit to Sphera the relevant tax documentation, so that it is received by Sphera no later than May 9th, 2022.
3. Non-residentshareholders - natural and legal persons, will communicate to the participants/ custodian banks, until May 9th, 2022, the fiscal identification number valid in Romania.

2. The possibility to benefit from more favorable tax provisions

2.1. In order to establish the appropriate tax treatment for previous undistributed dividends for shareholders which are investment funds without legal personality who are entitled to receive undistributed dividends for year 2020, Sphera requests the submission of the following documents regarding these shareholders until May 9th, 2022 at Sphera's headquarters, Bucharest, District 1, 239 Dorobantilor Avenue, 2nd floor, in the attention of the Financial Department: (i) declaration on own responsibility signed by the legal representative / person authorized to represent the investment fund, which declares the lack of the legal personality of the fund, (ii) the identification data of the fund (sole identification / registration code), as evidenced by the Registry of Shareholders of Sphera Franchise Group SA held by the Central Depository, (iii) the correct name of the investment fund, (iv) the authorization decision, (v) the registration number in the Register of Financial Instruments and Investments, (vi) the number and date of the notification of the Financial Supervisory Authority and its validity, (vii) as well as any other documents and information they consider necessary; (viii) a copy of the relevant document stating the quality of the person signing the declaration of legal representative / person authorized to represent the fund; (ix) copy of the certificate issued by the Financial Supervisory Authority.

Sphera is not responsible if the more favorable fiscal treatment mentioned above is not applied in case the documentation and / or clarifications requested have been submitted

within the said deadline. In the event that the documents mentioned above will not be transmitted, Sphera will withhold the dividend tax from the gross dividend at the standard rate in force stipulated by the Tax Code.

1. Non-residentshareholders represented by a Participant who wish the application of more favorable tax provisions of a double taxation avoidance convention concluded between Romania and their country of residence, must submit, through Participant, tax residency certificate valid on the Payment Date/issued in 2022, in original or certified copy, apostilled/super legalized, if necessary, accompanied by its authorized Romanian translation, as well as by contact details, for any clarifications on tax residency certificates:
2. 1. until May 9th, 2022 (date to be received) if they have not opted for deferred payment of dividends, at Sphera's headquarters, located at Bucharest, District 1, 239
      Dorobantilor Avenue, 2nd floor, to the attention of the Financial Department.
      Sphera is not responsible for non- application of more favorable tax treatment mentioned above, in lack of submission within the specified term of the requested documentation and / or clarifications;
   2. no later than July 12th, 2022 (date to be received) if they have opted for deferred payment of dividends, at Sphera's headquarters, located at Bucharest, District 1, 239 Dorobantilor Avenue, 2nd floor, to the attention of the Financial Department;
      The Participants will mention in the address accompanying the tax documents submission mentioned above that they relate to shareholders of Sphera and to the undistributed dividends for the financial year 2020, indicating the list of shareholders for whom tax documents are submitted. This list must comprise: (i) full name of shareholder (for cases where the name from the Shareholders' Register is different from the one mentioned in the tax documents, will be submitted in the column "Other observations" reasons/explanations for these differences), (ii) the shareholder identification code in accordance with the identification code sent to Depozitarul Central, (iii) number of shares held on the Registration Date (May 9th, 2022); other observations (including the indication of shareholders representing non-resident pension funds as defined in European Union Member State legislation or in one of the EFTA States);
3. In case of non-resident shareholders represented by a Participant, Sphera will withhold dividend tax from gross dividend in the standard rate in force provided by the Romanian Fiscal Code if:
4. 1. They have not opted for deferred payment and have not submitted tax residency certificate (including documents specified in section 1.2. of Annex 1, item A, on non- resident pension funds) and any clarifications required, until May 9th, 2022 (date to be received);
   2. They have opted for deferred payment but have not submitted no later than on July 12th, 2022 (date to be received), the certificate of tax residency (including documents mentioned in item. 1.2. of Annex 1, item A, for non-resident pension funds) and any clarifications requested.