PREBET AIUD S.A.

Str. Arenei, nr. 10, c.p. 515200, loc. Aiud, jud. Alba, Romania

Tel: 0258/861.661; 0258/863.350

Fax: 0258/861.454 E-mail:office@prebet.ro Internet:www.prebet.ro

No. 1368 / 12.04.2022

TO,

Bucharest Stock Exchance Financing Surveillance Authority

CURRENT REPORT

Pursuant to the provisions of the EU Regulations no. 596/2014 regarding the market abuse, of the FSA

Regulation no. 5/2018 on Issuers of Financial Instruments and Market Operations, respectively of Law no. 24/2017 on issuers of financial instruments and market operations:

Report date: 12.04.2022

Company name: S.C. PREBET AIUD S.A.

Address: Aiud, 10 Arenei Street, Alba County - Romania, 515200

Phone/fax no: 004-0258-861661 / 004-0258-861454

Fiscal code: RO 1763841

LEI Code: 254900R0KBC9MDTF1V33

Trade Register registration number: J 01/121/1991

Subscribed and paid in share capital: 8.199.547,74 RON

Regulated market where the issued securities are traded: Bucharest Stock Exchange, Standard

Category.

Important event to report:

PREBET AIUD S.A. informs that in the meeting of the Board of Directors of PREBET AIUD S.A. from 11.04.2022, it was decided:

  • ▪ Completing the call for A.G.E.A. the S.C. Prebet Aiud S.A. from 28/29.04.2022 at the request of the shareholder Anodin Assets S.A.

Attached, we send you the completed Convocation

Manager

Cosmin Porutiu

PREBET AIUD S.A.; Str. Arenei, nr. 10, c.p. 515200, loc. Aiud, jud. Alba, Romania

Cod Fiscal: RO 1763841; Nr. de ordine la Registrul Comertului: J 01/121/1991

Cont Banca: BRD, Sucursala Aiud IBAN RO27 BRDE 010S V361 7389 0100

BCR, Sucursala Aiud IBAN RO66 RNCB 0005 0210 5844 0001

PREBET AIUD S.A.

Str. Arenei, nr. 10, c.p. 515200, loc. Aiud, jud. Alba, Romania

Tel: 0258/861.661; 0258/863.350

Fax: 0258/861.454 E-mail:office@prebet.ro Internet:www.prebet.ro

The completed call for the General Meeting of Shareholders dated 28.04.2022 (first call),

29.04.2022 (second call)

I.

Ordinary General Meeting of Shareholders will have the next

AGENDA:

1. Approval of the individual annual financial statements of Prebet Aiud S.A. for the financial year 2021, prepared in accordance with the International Financial Reporting Standards (IFRS), based on the Report of the Directors of the company and the Report of the Independent Financial Auditor.

2. Approval of the distribution of the net profit of the Company made in 2021 in the amount of 4,201,615 lei, according to the proposal of the Board of Directors, as follows:

- 0 lei - legal reserve;

- 4,201,615 lei - other reserves;

  • 3. Approval of the discharge of the administrators for the financial year 2021.

  • 4. Approval of the Revenue and Expenditure Budget for 2022.

  • 5. Election of the financial auditor.

  • 6. Approval of the establishment of two limited liability companies, in which the company Prebet

Aiud S.A. to have the quality of sole partner, in order to:

(a) construction and operation of ballast for the purpose of carrying out activities of production and marketing of the resulting material;

(b) the carrying out of activities in the field of energy production, including the provision of the energy resources necessary for the carrying out of the activity by the company.

7. Approval of the mandate of the Board of Directors to adopt all necessary decisions and perform all necessary formalities in order to fulfill the decision to establish two limited liability companies according to point 6, including but not limited to establishing the main and secondary objects of activity, headquarters and working points, administrators, subscribed share capital, names, duration of operation and any other elements necessary for the establishment of the company. 8. Approval of the mandate of the Board of Directors for the adoption of all necessary decisions regarding the activities carried out, the formalities regarding the functioning, the modification of the internal acts (constitutive act, statute, regulations) and any other formalities regarding the companies established according to point 6, consequently through the decisions The Board of Directors expressing the consent of Prebet Aiud S.A. regarding any aspect related to the functioning of the companies and the development of the activities by the newly established companies.

9. Approval of the Remuneration Report for the financial year 2021.

PREBET AIUD S.A.; Str. Arenei, nr. 10, c.p. 515200, loc. Aiud, jud. Alba, Romania

Cod Fiscal: RO 1763841; Nr. de ordine la Registrul Comertului: J 01/121/1991

Cont Banca: BRD, Sucursala Aiud IBAN RO27 BRDE 010S V361 7389 0100

BCR, Sucursala Aiud IBAN RO66 RNCB 0005 0210 5844 0001

PREBET AIUD S.A.

Str. Arenei, nr. 10, c.p. 515200, loc. Aiud, jud. Alba, Romania

Tel: 0258/861.661; 0258/863.350

Fax: 0258/861.454 E-mail:office@prebet.ro Internet:www.prebet.ro

  • 10. Approval of the Remuneration Policy regarding the management of the company.

  • 11. Approval of the date of 25.05.2022, as the date of registration, respectively of identification of the shareholders on whom the effects of the adopted decisions are reflected, in accordance with the provisions of art. 87 para. (1) of Law no. 24/2017 regarding the issuers of financial instruments and operations on the market.

12. Approval of the date of 24.05.2022 as ex-date, in accordance with the provisions of Law no. 24/2017 and of Regulation no. 5/2018 on the issuance of financial instruments and market operations.

13. Approval of the power of attorney and mandate of the directors of the company (General Manager, Deputy General Manager, Economic Director), for carrying out the necessary and legal operations for registering the decisions of the ordinary general meeting of shareholders and carrying out publicity formalities, any director having the right to perform any of these formalities.

II.

Extraordinary General Meeting of Shareholders will have the next

AGENDA:

  • 1. Approval of the company's Investment Plan for 2022 up to the amount of 7,000,000 Euros.

  • 2. Approval of the crediting by the company of the two companies to be established according to item 6 on the agenda of the Ordinary General Meeting, in accordance with the Investment Plan of Prebet Aiud for 2022.

3. Approval of the conclusion by the company, as a borrower, with any banking institution, as a creditor, within a maximum total amount of 8,000,000 euros, of any credit agreements and of any guarantee contracts (mortgage contracts of any rank, pledges and any other guarantee instruments) to guarantee all the obligations resulting from the credit agreements concluded by the company. In case of refinancing the existing credit line in the amount of RON 6,000,000, the maximum contracting limit will be increased by the value of the refinanced credit line.

4. Approval of the mandate of the Board of Directors in order to take all the necessary decisions and complete all the necessary formalities for:

  • • negotiating, signing, completing, issuing and drawing up (in authentic form, where applicable) in the name and on behalf of the Company, all acts, confirmations and documents in order to carry out the resolutions adopted according to point 3.

  • • undertaking all actions in connection with the registration of contracts concluded with the Electronic Archive of Real Movable Guarantees and / or the competent Land Book and / or the competent Trade Register and / or in the register of the Company's shareholders and / or in connection with the notification and / or fulfillment of any other formality. necessary before any other competent authority or third interested party, as well as for the publication of this Decision in the Official Gazette of Romania, part IV;

PREBET AIUD S.A.; Str. Arenei, nr. 10, c.p. 515200, loc. Aiud, jud. Alba, Romania

Cod Fiscal: RO 1763841; Nr. de ordine la Registrul Comertului: J 01/121/1991

Cont Banca: BRD, Sucursala Aiud IBAN RO27 BRDE 010S V361 7389 0100

BCR, Sucursala Aiud IBAN RO66 RNCB 0005 0210 5844 0001

PREBET AIUD S.A.

Str. Arenei, nr. 10, c.p. 515200, loc. Aiud, jud. Alba, Romania

Tel: 0258/861.661; 0258/863.350

Fax: 0258/861.454 E-mail:office@prebet.ro Internet:www.prebet.ro

  • • in general, the fulfillment of all the necessary or useful formalities and actions for the purpose of the transaction considered by the documents mentioned in the above resolutions.

5. Approval of the modification of the program for acquiring the own shares carried out in order to reduce the share capital, approved by the OGMS Decision no. 1 / 12.01.2022, in the following way: a) Purpose of the program: The company will acquire shares in order to reduce the share capital, by canceling the shares.

b) Maximum number of shares that can be acquired: maximum 8% of the subscribed share capital.

c) Minimum price per share: 1.84 lei in compliance with the legal provisions and regulations regarding trading in financial instruments

  • d) Maximum price per share: 1.94 lei

  • e) Duration of the Program: 1.05.2022 - 31.12.2022.

  • f) The payment of the acquired shares will be made from the distributable profit or from the available reserves of the company, registered in the last approved annual financial statement, except for the legal reserves.

g) The acquisition of the shares will be made within the market where the shares are listed or through the development of public purchase offers, in accordance with the legal provisions.

6. Approval of the date of 25.05.2022 as the date of registration, respectively of identification of the shareholders affected by the effects of the decisions adopted, in accordance with the provisions of art. 87 para. (1) of Law no. 24/2017 regarding the issuers of financial instruments and operations on the market.

7. Approval of the date of 24.05.2022 as ex-date, in accordance with the provisions of Law no. 24/2017 and of Regulation no. 5/2018 on the issuance of financial instruments and market operations.

8. Approval of the power of attorney and mandate of the directors of the company (General Manager, Deputy General Manager, Economic Director), for carrying out the necessary and legal operations for registering the decisions of the extraordinary general meeting of shareholders and carrying out publicity formalities, any director having the right to perform alone any of these formalities.

At the request of the shareholder Anodin Assets S.A., holder of a number of 6,690,000 shares, the call is completed with the following points:

9. Approval of the conclusion of a sale-purchase contract between Prebet Aiud S.A. and Anodin Assets S.A. in order to transfer the ownership right regarding the 4,556,250 shares representing 5% of the share capital of Roca Investments S.A., registered at the Trade Register under no. J40 / 15602/2017, having CUI 38201915 in the following conditions:

  • • Date of conclusion of the sale-purchase contract: at the latest until 02.05.2022;

  • • Sale price: 2,200,000 EURO;

PREBET AIUD S.A.; Str. Arenei, nr. 10, c.p. 515200, loc. Aiud, jud. Alba, Romania

Cod Fiscal: RO 1763841; Nr. de ordine la Registrul Comertului: J 01/121/1991

Cont Banca: BRD, Sucursala Aiud IBAN RO27 BRDE 010S V361 7389 0100

BCR, Sucursala Aiud IBAN RO66 RNCB 0005 0210 5844 0001

PREBET AIUD S.A.

Str. Arenei, nr. 10, c.p. 515200, loc. Aiud, jud. Alba, Romania

Tel: 0258/861.661; 0258/863.350

Fax: 0258/861.454 E-mail:office@prebet.ro Internet:www.prebet.ro

  • • The price will be paid in the following way: 10% advance at the time of signing the sale-purchase contract and the remaining 90% until the end of 2022 (31.12.2022);

  • • Guarantees: in order to guarantee the payment of the remaining 90% price, the buyer undertakes to provide a security on the package of shares representing 5% of the share capital of Roca Investments S.A. acquired and to complete all the necessary formalities.

  • • The ownership right over the shares is transferred on the date of concluding the sale-purchase contract, the seller committing himself to make, in the shortest possible time, all the necessary steps so that the buyer becomes the holder of all rights and obligations resulting from the shareholder status. within the company Roca Investments S.A.

10. Mandating the Chairman of the Board of Directors to conclude the sale-purchase contract, for and on behalf of Prebet Aiud S.A., within the limits established by the Decision of the Extraordinary General Meeting and to sign all legal acts necessary to acquire the 5% share capital. of Roca Investments S.A.

11. Modification of the Articles of Association of the company by introducing art. 6 (3) Secondary activities according to the codification, CAEN codes: 3511 - Production of electricity and 6499 - Other financial intermediation n.c.a.

12. Approval of the execution of transactions (sale / purchase) of financial instruments by the company Prebet Aiud S.A. within the amount of 5,000,000 lei, in order to increase / streamline the company's cash and without affecting the necessary funds and allocated in order to carry out the activities related to the main object of activity.

13. The mandate of the Deputy General Manager, Kerekes - Ioan Csaba, in order to carry out the acquisition - alienation operations in the name and for the company Prebet Aiud S.A. and the completion of all such formalities for carrying out these activities, including, but not limited to: identifying a company specializing in trading in financial instruments, concluding a contract for financial investment services, representing the company in relation to third parties in these activities.

All other aspects of the initial call regarding the procedure and the conduct of the OGMS and the EGMS remain unchanged.

The Board of Directors of PREBET AIUD S.A., by Francis Mathe

Chairman of the Board of Directors

PREBET AIUD S.A.; Str. Arenei, nr. 10, c.p. 515200, loc. Aiud, jud. Alba, Romania

Cod Fiscal: RO 1763841; Nr. de ordine la Registrul Comertului: J 01/121/1991

Cont Banca: BRD, Sucursala Aiud IBAN RO27 BRDE 010S V361 7389 0100

BCR, Sucursala Aiud IBAN RO66 RNCB 0005 0210 5844 0001

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Prebet SA Aiud published this content on 12 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2022 06:00:05 UTC.