Electromagnetica S A : Notice of OGSM 28/29 04 2022

To:BUCHAREST STOCK EXCHANGE

FINANCIAL SUPERVISORY AUTHORITY

Financial Instruments and Investments Sector

CURRENT REPORT

Date report: 24.03.2022

According to:

• - Regulation 5/2018 on issuers of financial instruments and market operations

• - Law 297/2004 on the capital market;

• - Law 24/2017 on issuers of financial instruments and market operations

Name of the entity: ELECTROMAGNETICA S.A.

Address: Bucharest, sector 5, Calea Rahovei no. 266-268

Telephone / fax: 021 404.21.02; 021 404.21.31 / 021 404.21.94

Serial number in the Trade Register: J 40/19/1991

Unique Registration Code: 414118

The subscribed and paid-in share capital: 67,603,870.4 lei

Regulated market on which the issued securities are traded: Cat I, BVB (symbol of ELMA market)

Important events to report:

Convening of the Ordinary General Meeting of Shareholders of ELECTROMAGNETICA SA for April 28/29, 2022.

NOTICE OF OGMS ELECTROMAGNETICA SA

FOR APRIL 28/29 2022

The Board of Directors of ELECTROMAGNETICA SA, headquartered in Bucharest, Calea Rahovei no. 266-268, Sector 5, convened in the meeting of 23.03.2022, at 09:00, convenes the ordinary general meeting of shareholders (OGMS) on 28 April 2022, at 10:00, at the company's headquarters, for all shareholders registered in the Register of Shareholders of the Company kept by Depozitarul Central SA, at the end of April 14, 2222, considered the reference date for these meetings.

The agenda of the Ordinary General Assembly is as follows:

1. Approval of the individual annual financial statements for the year ended 31.12.2021 according to the Accounting Regulations compliant with the International Financial Reporting Standards, accompanied by the report of the Board of Directors and the report of the financial auditor, consisting of:

• - the situation of the financial position;

• - the situation of the global result;

• - statement of changes in equity

• - cash flow statement

• - notes to the individual financial statements.

2. Approval of the consolidated annual financial statements for the year ended 31.12.2021 according to the Accounting Regulations compliant with the International Financial Reporting Standards accompanied by the report of the Board of Directors and the report of the financial auditor, consisting of:

• - consolidated statement of financial position;

• - the consolidated situation of the global result;

• - consolidated statement of changes in equity;

• - consolidated statement of cash flows

• - notes to the consolidated financial statements.

3. Approval of the distribution of the net profit and fixing the dividend for the year 2021, after the allocation of the legal reserve, as follows:

3.1. non-distribution of dividends

3.2 full coverage of the accounting loss recorded on December 31, 2021 in the amount of 16,113,467 lei by using the reserves as follows:

Account 1061.001

Inflation adjustments - legal reserves (IAS29) 8,649,877

Account 1068.9

Adjustments to other reserves from tax facilities (IAS 29) 194,879

4. Approval of the Report for the full coverage of the accounting loss registered on December 31, 2021 by using the reserves and mandating the Board of Directors to choose the method of registration in the best conditions from a fiscal point of view. The registrations will be made in 2022, after the approval of the general assembly

5. Discharge of the administrators for the financial year 2021, respectively;

• a) the period 01.01-11.09.2021;

• b) the period 11.09-25.09.2021;

• c) period 25.09-31.12.2021

6. Approval of the Income and Expenditure Budget for 2022 and of the Activity Program for the financial year 2022, with the mandate of the Board of Directors for the correlation of the income and expenditure elements, in the conditions of unpredictable random events.

7. Presentation and submission of the advisory vote of the "Remuneration Report" of the directors of the company (executive and non-executive directors), in accordance with the provisions of art. 107, paragraph (6) of Law no. 24/2017 on issuers of financial instruments and market operations.

8. Acknowledgment of the resignation of Ms. Sichigea Elena from the position of administrator starting with 11.09.2021 and of the resignation of Ms. Calitoiu Elena from the position of administrator starting with 11.09.2021, the finding of the legal termination of the mandate from the position of temporary administrator held by Mr. Busu Cristian on the date of the present meeting, the finding of the legal termination of the mandate from the position of provisional administrator held by Mr. Zoescu Mihai on the date of the present meeting

9. Approval of the fulfillment of the deregistration formalities from the records of the Trade Register Office attached to the Bucharest Tribunal, from the positions of administrators (Mrs. Sichigea Elena and Mrs. Calitoiu Elena), respectively temporary administrators (Mr. Busu Cristian and Mr. Zoescu Mihai), as a result of the termination of Right

10. Compared to the decisions adopted in points 8 and 9, the election of two directors, for the remaining term of office, respectively until 18.10.2023, as well as the establishment of the indemnity of the 2 members of the Board of Directors, setting the limits of professional liability insurance, approval of conclusion management contracts as well as the appointment of the conventional agent for the signing by the company of the management contract.

11. Approval of the remuneration due to the members of the Board of Directors for the financial year 2022.

12. Approval of the remuneration of the members of the Committees attached to the Board of Directors established according to art. 140 ind 2 of Law no. 31/1990 for the financial year 2022.

13. Approval of the conclusion of an addendum to the articles of association in view of the timetable adopted in point 10, respectively updating of the articles of association of the company.

14. Approval of 20.05.2022 as the registration date for the identification of the shareholders affected by the effects of the A.G.O.A decisions and of 19.05.2022 as ex-date (the date on which the shares are traded without the rights deriving from the OGMS decisions).

15. Mandate of Mr. Eugen Scheusan - Chairman of the Board of Directors, with the possibility of substitution, for: i) signing the addendum and the updated articles of association, for ii) concluding and / or signing, on behalf of the Company and / or the shareholders of the Company the decisions of this OGMS, any and all decisions, documents, applications, forms and requests adopted / prepared for the purpose or for the execution of the decisions of this OGMS in relation to any natural or legal person, private or public, and to iii) perform all legal formalities for registration, enforceability, execution and publication of the adopted decisions.

Starting with March 25, 2022, the convening notice, the documents and informative materials regarding the agenda, the draft decisions, the ballot forms by mail, the special power of attorney forms for the representation of the shareholders at the OGMS, the total number of shares and voting rights, as well as the information regarding the persons proposed for election as administrator (name, place of residence and professional qualification), are available to shareholders and can be consulted or procured by shareholders either from the company's headquarters, respectively the Legal Office, daily, by Monday to Friday, between 7:00 and 15:00, or can be consulted on the company's website (www.electromagnetica.ro/ ) in the section Company / Investors / General Meetings / 2022, while the regulations regarding the holding of general meetings and the observance of the shareholders' rights can be consulted in the section Company / Investors / Info / Corporate Governance, and can be completed by this takes.

One or more shareholders representing, individually or together, at least 5% of the share capital has / have the right: i) 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 assembly, and ii) to present draft decisions for the items included or proposed to be included on the agenda of the general assembly.

Any shareholder may nominate a candidate for the position of member of the Board of Directors. The deadline for submitting applications is April 11, 2022.

The proposals regarding the new items on the agenda and the proposed draft decisions, together with the documents attesting the fulfillment of the conditions, as well as the proposals of candidates for election in the Board of Directors, accompanied by the candidate's CV, will be sent within 15 days. on the date of publication of the call, as follows:

- either in the form of a handwritten document deposited in a sealed envelope at the Registry or sent by express courier or by mail with acknowledgment of receipt having clearly written, in capital letters, the mention "FOR THE OGMS OF 28/29 APRIL 2022"; - or in the form of an electronically signed document with an extended electronic signature, according to Law no.455/2001, to the addressjuridic@electromagnetica.ro mentioning the subject "FOR THE OGMS OF 28/29 APRIL 2022"

If applicable, the revised agenda will be published by April 13, 2022, in accordance with the legal provisions

The shareholders of the company, regardless of the participation held, can ask questions regarding the items on the agenda of the general meeting at the Legal Office, in a sealed envelope, until 27.04.2022 at 15:00. The envelopes containing the questions and the attached documents will have clearly written, in capital letters, the mention "FOR THE OGMS FROM APRIL 28/29, 2022".

In order to identify and prove the quality of shareholder, respectively the quality of legal representative of the shareholder, the persons who ask questions or make proposals for completing the agenda will send the following documents, in original or in copy according to the original: an account statement from resulting in the quality of shareholder and the shares held, issued by the Central Depository or, as the case may be, by the participants providing custody services, a copy of the identity document or equivalent in the case of natural shareholders and, in the case of legal shareholders the legal representative together with a certificate issued by the trade register or any other document attesting the quality of legal representative, issued by an authority of the state in which the shareholder is registered, issued no later than 3 months before the date of publication of the call. The documents attesting the quality of legal representative drawn up in a foreign language, other than English, will be accompanied by a translation, made by an authorized translator, in Romanian or in English.

The same documents will be submitted by the shareholders who submit questions to the Board of Directors.

The shareholders of the legal entity or the entities without legal personality that provided before the reference date the information regarding their legal representative to the Central Depository, so that he can be found in the shareholders register at the reference date, no longer have to prove the quality of legal representative of the shareholder by transmitting documents.

This is an excerpt of the original content. To continue reading it, access the original document here.