Comelf S A : Current Report acc ASF Regulation - OGMS Summons_En

CURRENT REPORT

According to ASF Regulation no. 5/2018

Date of report: 05.10.2023

Company name: COMELF SA

Registered Office : Bistrita, str. Industriei nr. 4

Phone / fax number: 0263.234.462 ; 0263.238.092

VAT Number: 568656

Order number in the Trade Register: J06/02/1991

Subscribed and paid-up share capital: 13036325,34 lei

The regulated market on which the issued securities are traded: BVB

Reported event: Convening of the OGMS on 12.12.2023.

The Board of Directors of COMELF SA, with Registered Office in Bistrita, str.Industriei no.4, Bistrita - Nasaud county, reunited on 04.10.2023, by the Decision of the Board of Directors no. 5 of 04.10.2023 convenes the Ordinary General Meeting of Shareholders (OGMS) on December 12, 2023, 10³º hours at the company headquarters, with the following agenda:

1. Discussion of the preliminary closure of 2023
2. Discussion of the BVC project for 2024.
3. Discussion of the project of the investment program for 2024.
4. Election of the Board of Directors and its chairman (by secret vote) for the term 01.01.2024 - 31.12.2027.
5. The empowerment of the general director of the company, Mr. Eng. Cenusa Gheorghe, to fulfill all the formalities regarding the registration of the OGMS decision at the Bistrita - Nasaud Trade Register Office, the publication of the decision in the Official Monitor and the signing of the OGMS Report.
6. Approval of the registration date proposed by the Board of Directors 29.12.2023, respectively date 28.12. 2023.

The shareholders registered at the end of the day of 28.11.2023, as the reference date in the Register of Shareholders from DEPOZITARUL CENTRAL SA can participate and vote.

One or more shareholders representing individually or together at least 5% of the share capital have the right:

1. To introduce items on the agenda of the general meeting, provided that each item is accompanied by a justification or a draft decision proposed for adoption by the general meeting, no later than 15 days from the date of publication of the call.
2. To present draft decisions for the items included or proposed to be included in the agenda of the general meeting, within 15 days from the date of publication of the call.,
   In the same time interval, each shareholder has the right to ask in writing questions regarding the items on the OGMS agenda. The company will formulate a general answer for the questions with the same content that will be available on the company's website, in a question-answer format.
   The shareholders mentioned in the previous paragraphs have the obligation to send the materials / questions in writing, in closed envelopes, accompanied by certified copies of the identity documents, bulletin / identity card in the case of natural persons, respectively registration certificate in the case of legal persons, as well as a copy. the document proving the quality of their legal representative, at the company headquarters with the clear written mention, with capital letters FOR THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 12.12.2023, or by e-mail with the extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature, at the address tabloubord@comelf.ro, mentioning the subject "for the OGMS of 12.12.2023".
   The access of the shareholders entitled at the reference date to participate in the OGMS will be allowed by the simple proof of their identity made, in the case of natural persons, with the identity document or, in the case of legal persons with the special power of attorney given to the individual representing them.
   The shareholders may participate personally or through other persons, on the basis of a special power of attorney, according to the form made available by the company, according to the legal regulations.
   The special power of attorney forms for the OGMS of 12.12.2023 in Romanian and English may be obtained from the headquarters of the company the Dashboard service or may be downloaded from the company's website, starting with 09.11.2023. One copy, in the original of the special power of attorney form in Romanian or English, completed and signed, accompanied by the copy of the valid identity document of the shareholder (bulletin / identity card in the case of the shareholders natural persons and registration certificate in the case of the legal persons) will be submitted / sent to the company headquarters no later than 10.12.2023 10³º o'clock, another to be made available to the representative so that he/she can prove his/her capacity as representative in the meeting. The special power of attorney forms accompanied by the identification documents of the shareholders may be

submitted in Romanian or English language and by e-mail with the extended electronic signature incorporated according to the Law no. 455/2001 regarding the electronic signature, no later than 10.12.2023 at 10³º o'clock at the address tabloubord@comelf.ro mentioning on the subject "for the OGMS of 12.12.2023 ". On the date of the OGMS, the designated representative will hand over the originals of the special power of attorney forms, if they have been transmitted by e-mail with the extended electronic signature and a copy of the valid identity document of the designated representative.

General power of attorney granted by the shareholder, as a client, to an intermediary [defined according to Law no. 24/2017] or before a lawyer, before the first use, will be filed at the company headquarters, in a certified copy by the shareholder representative, no later than 21.11.2023 (date of registration with the company registration), under the sanction of the loss of the exercise of the right of vote by representative at the general meeting convened by the present convener, according to the provisions of the law.

Shareholders of COMELF SA can vote by correspondence, using the voting form in Romanian and English. The forms may be obtained from the company's headquarters - the Dashboard service or may be downloaded from the company's website, starting with 09.11.2023. The voting forms by correspondence in the Romanian or English language are completed and signed, accompanied by a copy of the valid identity document of the shareholder (bulletin / identity card in the case of the natural persons shareholders, respectively a registration certificate and a copy of the identity document of the legal power in the case of legal entities) may be sent to the company headquarters, with acknowledgment of receipt, so that they are registered as received no later than 10.12.2023, 10³º o'clock. Forms received after the date and time above will not be taken into account for determining the quorum and majority in the OGMS. The voting option can be expressed by e-mail in Romanian or English at tabloubord@comelf.ro, with the electronic signature mentioning "for AGOA from 12.12.2023".

The materials and the draft decision submitted to the OGMS debate may be reviewed at the company's headquarters, every business day or on the company's website (www.comelf.ro - "Information section"), starting with 09.11.2023.

The documents from the agenda and the list containing the proposals for the members of the Board of Directors, with the necessary information (name, place of residence, professional qualification) may be consulted and completed at the company's headquarters, every working day or on the company's website www. comelf.ro - "Information to date" section, starting with 09.11.2023.

Proposals for other candidacies by CA members may be submitted by 12.11.2023 to the COMELF General Manager Secretary Office, by fax 0263238092 or by e-mail tabloubord@comelf.ro, these must comply with the conditions provided in Law 31/1990 with the subsequent amendments.

If at the first convening the meeting will not be statutory, the meeting will be reconvened on December 13, this year in the same conditions (place, time, agenda).

Further information may be obtained at the headquarters of COMELF SA Bistrita, at phone numbers 0263.234462 ext. 201, 0372.037309, between 8.00 - 15.00 hours or by e-mail at tabloubord@comelf.ro.

Chairman of the Board of Directors,

Eng. Savu Constantin