CONVENING NOTICE

The Board of Directors of PROMATERIS SA, a joint-stock company, established and operating according to the Romanian laws, headquartered in Buftea, Sos. Bucuresti Targoviste, No. 1, Ilfov County, registered with the Trade Register Office under No. J23/835/2018, having Sole Registration Code RO108 ("the Company"),

pursuant to the provisions of the Law No. 31/1990 on companies, republished, as amended and supplemented, (the "Companies Law"), of Law No. 24/2017 on issuers of financial instruments and market operations (the "Law No. 24/2017"), of ASF Regulation No. 5/2018 on issuers of financial instruments and market operations (the "Regulation No. 5/2018") and of the Articles of Incorporation of the Company in force on the date of this resolution (the "Articles of Incorporation"),

CONVENES

Ordinary General Meeting of the Company's shareholders ("Ordinary General Meeting") and Extraordinary General Meeting of the Company's shareholders ("Extraordinary General Meeting") on 25.05.2023, at 10.00 a.m., for the Ordinary General Meeting and on 25.05.2023, at

11.00 a.m., for the Extraordinary General Meeting, at the Company's headquarters at Buftea city, Sos. Bucuresti Targoviste, No. 1, Ilfov County, Romania, for all shareholders listed in the Shareholder Register of the Company, held by Depozitarul Central S.A. Bucharest at the end of 11.05.2023, considered a Reference Date for the Ordinary General Meeting and for the Extraordinary General Meeting.

If on the date mentioned above the conditions of validity/quorum stipulated by Law No. 31/1990 and by the Articles of Incorporation are not met, pursuant to Article 118 of the Companies Law, a second Ordinary General Meeting will be convened and established, for 26.05.2023, at 10.00 am., and the second Extraordinary General Meeting for 26.05.2023, at 11.00 am in the same place and with the same agenda and Reference Date.

The agenda of the Ordinary General Meeting of Shareholders is the following:

  1. Presentation and approval of the Annual Report of the Board of Directors, drafted in accordance with the provisions of Regulation No. 5/2018;
  2. Presentation and approval of the consolidated Annual Report of the Board of Directors.
  3. Approval of the discharge of the members of the Board of Directors of the Company, in what concerns the activity carried out by them as members of the Board of Directors of the Company in the year 2022.
  4. Presentation and approval of the individual annual financial statements of the Company for the financial year 2022.
  5. Presentation and approval of the consolidated annual financial statements of the Company for the financial year 2022
  6. Approval of the distribution of the result of the financial year 2022, according to the proposal of the Board of Directors, for the purpose of distributing the profit to own sources of financing.
  7. Presentation and approval of the Activity Program and of the Revenue and Expenditure Budget of the Company for the year 2023.
  8. Approval of the remuneration due to the members of the Board of Directors for the financial year 2023, in the sense of keeping the level of remuneration of the members of the Board of Directors at the same level as applied during the financial year 2022, based on the existing remuneration policy at

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the Company level, as adopted by the shareholders of the Company by the resolution of the Ordinary General Meeting of the shareholders of the Company dated 28.04.2021..

  1. Vote on the Remuneration Report for the members of the Board of Directors and the Managing Director of the Company for the financial year 2022.
  2. Approval of the date of 23.06.2023 as the Record Date according to Article 87 para. (1) of Law No. 24/2017, in order to identify shareholders who are affected by the resolutions adopted by the Ordinary General Meeting of the Shareholders, and of the date of 22.06.2023 as the ex-date. Since it is not proposed to adopt a decision that involves making payments to shareholders, they do not decide on the payment date.
  3. Approval of the mandate of Mr. Tudor Alexandru Georgescu, General Manager of the Company, with the possibility of substitution, with full powers and authority to carry out the resolutions of the Ordinary General Meeting of Shareholders, as well as to act, individually, in the name and on behalf of the Company, to conclude and / or sign on behalf of the Company and / or the shareholders of the Company the resolutions of this Ordinary General Meeting of Shareholders and to perform all legal formalities for registration, publicity, enforceability, execution and publication of adopted resolutions, to submit, take documents and sign for this purpose on behalf of the Company in relation to the Trade Register, ASF, Bursa de Valori Bucuresti SA (Bucharest Stock Exchange), Depozitarul Central SA, and any other public or private entities, as may be necessary, useful or recommended in this regard.

The agenda of the Extraordinary General Meeting of Shareholders is the following:

  1. Approval of the closure of the Company's working point in Matca Commune, Main Street, No. 70, shop No. 1, Galati county, starting from the date of the resolution of the Extraordinary General Meeting of Shareholders.
  2. Approval of the necessary steps to be taken in order to reflect the closure of the Company's working point as per point 1 of the resolution.
  3. Approval of the date of 23.06.2023 as the Record Date according to Article 87 para. (1) of Law No. 24/2017, in order to identify the shareholders who are affected by the resolution adopted by the Ordinary General Meeting of Shareholders, and of the date of 22.06.2023 as the ex-date. Since it is not proposed to adopt a decision that involves making payments to shareholders, they do not decide on the payment date.
  4. Approval of the mandate of Mr. Tudor Alexandru Georgescu, General Manager of the Company, with the possibility of substitution, with full powers and authority to carry out the resolutions of the Ordinary General Meeting of Shareholders, as well as to act, individually, in the name and on behalf of the Company, to conclude and/or sign on behalf of the Company and/or the shareholders of the Company the resolutions of this Ordinary General Meeting of Shareholders and to perform all legal formalities for registration, publicity, enforceability, execution and publication of adopted resolutions, to submit, take documents and sign for this purpose on behalf of the Company in relation to the Trade Register, ASF, Bursa de Valori Bucuresti SA (Bucharest Stock Exchange), Depozitarul Central SA, and any other public or private entities, as may be necessary, useful or recommended in this regard.

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GENERAL INFORMATION ON THE ORDINARY GENERAL MEETING AND EXTRAORDINARY

GENERAL MEETING OF SHAREHOLDERS

Only the shareholders listed in the Shareholder Register at the reference date, 11.05.2023, may participate in the Ordinary General Meeting and Extraordinary General Meeting personally, by legal representatives or by a representative with a special or general power of attorney, or may vote by written or electronic ballot.

The verification and centralization of the votes by correspondence and through special or general power of attorney is performed by a technical committee designated by the Board of Directors, formed by persons that will keep them safe and will ensure the confidentiality of the votes until the moment of voting the resolutions listed in the agenda.

  1. Documents necessary for participating in OGMS AND EGMS

The documents necessary for participation in the OGMS and EGMS by natural person shareholders are: - identity document (ID for Romanian citizens or, if applicable, passport for foreign citizens); - special power of attorney and the identity document of the representative (if the shareholder is represented by another person) - in which the specific voting instructions must be mentioned. The documents necessary for participation in the OGMS and EGMS by legal entities shareholders are: - official document attesting to the capacity as legal representative together with the identity card (e.g.: extract/confirmation of company details, issued by the Trade Register or other proof issued by a competent authority, issued with maximum 3 months before the date of publishing the convening notice for the general meeting); - in addition to the previously mentioned document (attesting the capacity of the legal representative of the person signing the power of attorney), the representative will also present the special power of attorney signed by the legal representative of the legal person in question in case the person representing the legal person shareholder is not actually the legal representative. The natural person designated as representative of a legal person shareholder will be identified based on the identity document.

The documents certifying the capacity of the legal representative drafted in a foreign language will be accompanied by a translation carried out by a certified translator in the Romanian language.

The power to act as legal representative is determined based on the Register of Shareholders of the Company, from the Reference Date of 11.05.2023 or, if the shareholder in question did not take steps to register the legal representative at Depozitarul Central S.A., in order to be reflected in the Register of Shareholders of the Company, such capacity is proved by a certificate issued by the trade register or any other document issued by a competent authority of the state in which the shareholder is legally registered, certifying the quality of legal representative, submitted in original or true copy of the original. Documents proving the capacity of legal representative of the legal person shareholder shall be issued up to 3 months before the publication date of the Notice of Ordinary General Meeting and Extraordinary General Meeting.

Representatives of the natural persons will be identified on the basis of the identity document (ID for Romanian citizens or, as the case may be, passport / residence card or other national identity card recognized by the Romanian State for foreign citizens), accompanied by the Special Power of Attorney or, as the case may be, the General Power of Attorney issued in accordance with Articles 201-202 of Regulation 5/2018, signed by the natural person shareholder and a copy of the shareholder's identity card.

The representatives of the shareholders of legal entities shall prove their status on the basis of the identity document of the proxy holder (BI/CI for Romanian citizens or, as the case may be, passport/residence permit or other national identity document recognized by the Romanian State for foreign citizens), accompanied by the Special Power of Attorney or, as the case may be, the General Power of Attorney issued in accordance with Articles 201-202 of Regulation 5/2018, signed by the legal representative of the respective legal entity. Representatives of shareholders who are legal entities shall also present an official document attesting to the capacity of legal representative of the signatory of the special proxy, if the capacity

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of legal representative of that person cannot be determined on the basis of the Register of Shareholders of the Company as of the Reference Date (proof issued by a competent authority, in original or in a copy in conformity with the original, not older than 3 months before the date of publication of the Notice of the Ordinary General Meeting and the Extraordinary General Meeting).

Documents submitted in a foreign language (other than English except for identity documents valid on the territory of Romania) shall be accompanied by translation made by a sworn translator, in Romanian.

From the date of publication of the notice of meeting, special power of attorney forms for the representation of shareholders at the Ordinary General Meeting and the Extraordinary General Meeting, postal voting forms, draft resolutions may be obtained, upon request, by email and physically, every working day, between 9.00 am-5.00 pm, from the Company's registered office, by fax or by post. Documents and information materials relating to issues/aspects included on the agendas will be made available to shareholders. on the Company's website www.promateris.com

After completing and signing the Special Power of Attorney to represent the shareholders in the Ordinary General Meeting, provided by the Company, an original copy of the Special Power of Attorney will be submitted in person or sent by mail or courier with acknowledgment of receipt, so that it can be registered as received at the registry office of the Company, located at its headquarters until 23.05.2023, at 10.00 am, in a sealed envelope, with the statement written in clear and capital letters: "SPECIAL POWER OF ATTORNEY FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF MAY 25/26, 2023" which in turn will be placed in a sealed envelope, with the statement written in clear and capital letters "VOTING PROCEDURES FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF PROMATERIS S.A. FROM 25/26 MAY 2023".

After completing and signing the Special Power of Attorney for the representation of shareholders at the Extraordinary General Meeting, provided by the Company, an original copy of the Special Power of Attorney shall be deposited personally or sent by post or courier with acknowledgement of receipt, so that it may be registered as received at the Company's registry office, located at the Company's registered office until 23.05.2023, 10.00 am, in a sealed envelope, clearly marked in capital letters: "SPECIAL POWER OF ATTORNEY FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF MAY 25/26, 2023" which in turn will be placed in a sealed envelope, with the statement written in clear and capital letters

"VOTING PROCEDURES FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF PROMATERIS S.A. FROM 25/26 MAY 2023".

In order to ensure the secrecy of the vote expressed on the agenda that require a secret ballot, a sealed envelope containing the voting instructions for each of the items on the agenda of the Ordinary General Meeting for which the secret ballot is required, shall be inserted in the master envelope, with the following mention written in capital letters:

  • "PROCURA SPECIALĂ VOT SECRET - PUNCTUL 3 DE PE ORDINEA DE ZI A ADUNARII GENERALE ORDINARE A ACTIONARILOR DIN 25 MAI 2023/26 MAI 2023" (SPECIAL POWER OF ATTORNEY FOR A SECRET BALLOT - ITEM 3 ON THE AGENDA OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM MAY 25/26, 2023).
  • "PROCURA SPECIALĂ VOT SECRET - PUNCTUL 8 DE PE ORDINEA DE ZI A ADUNARII GENERALE ORDINARE A ACTIONARILOR DIN 25 MAI 2023/ 26 MAI 2023" (SPECIAL POWER OF ATTORNEY FOR A SECRET BALLOT - ITEM 8 ON THE AGENDA OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM MAY 25/26, 2023).

The technical secretariat appointed by the chairman of the Board of Directors shall ensure the confidentiality of the voting instructions regarding the items on the agenda that require a secret ballot, handing the sealed envelopes to the secretariat of the meeting, after expressing and counting the secret votes cast by the shareholders present/their proxies in the Ordinary General Meeting for each item with a separate secret ballot.

The special powers of attorney may also be submitted electronically to the e-mailaddress shares@promateris.com with an extended electronic signature attached, by the above mentioned deadline.

The shareholders may be represented by other persons on the basis of a general power of attorney granted in accordance with the provisions of Law No. 24/2017. Before using these powers for the first time, true certified

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copies are submitted / transmitted so as to be registered with the Company in compliance with the procedure and the deadline for the submission of the special powers of attorney, indicated above. For implementation of the provisions of Article 105 of Law No. 24/2017, the representative appointed by the shareholder in the general power of attorney, at the time of presentation at the meeting room, before receiving the ballot, will sign an affidavit, which will be updated at each general meeting held by the Company, during validity of the general power of attorney, stating that he/she is not in a situation of conflict of interests according to the said legal provisions.

In the case of postal voting, the voting forms, completed and signed, together with the proof of the shareholder's identity (in the case of individuals, identity card/passport, for Romanian citizens or, as the case may be, passport/residence card or other national identity card recognized by the Romanian state for foreign nationals, respectively, in the case of legal entities, the identity card/passport of the legal representative, together with the articles of incorporation, extract/company details certificate issued by the Trade Register or other proof issued by a competent authority) sent to the Company's headquarters by postal or courier services, so that they can be registered as received at the Company's registry office at its headquarters until 23.05.2023, at 10.00 am, in a sealed master envelope, with the mention written in clear with capital letters:

"VOT PRIN CORESPONDENTA PENTRU ADUNAREA GENERALA ORDINARA A ACTIONARILOR DIN 25/26 MAI 2023" (POSTAL VOTE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF MAY 25/26, 2023).

In the case of postal voting, the voting forms, completed and signed, together with the proof of the shareholder's identity (in the case of individuals, identity card/passport, for Romanian citizens or, as the case may be, passport/residence card or other national identity card recognized by the Romanian state for foreign nationals, respectively, in the case of legal entities, the identity card/passport of the legal representative, together with the articles of incorporation, extract/company details certificate issued by the Trade Register or other proof issued by a competent authority) sent to the Company's headquarters by postal or courier services, so that they can be registered as received at the Company's registry office at its headquarters until 23.05.2023, at 10.00 am, in a sealed master envelope, with the mention written in clear with capital letters:

"VOT PRIN CORESPONDENTA PENTRU ADUNAREA GENERALA EXTRAORDINARA A ACTIONARILOR DIN 25/26 MAI 2023" (POSTAL VOTE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF APRIL 25/26, 2023.)

The voting forms that are not received at the Company's registry office at its headquarters, within the above mentioned deadline, will not be taken into account for determining the quorum and the majority in the Ordinary General Meeting of Shareholders and in the Extraordinary General Meeting of Shareholders.

After completing and signing the Postal voting form for the Ordinary General Meeting, provided by the Company, an original copy of the Voting form will be submitted in person or sent by mail or courier with acknowledgment of receipt, so that it can be registered as received at the registry office of the Company, located at its headquarters until 23.05.2023, at 10.00 am, in a sealed envelope, with the statement written in clear and capital letters: "VOTING FORM FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF MAI 25/26, 2023" which at its turn will be placed in a sealed envelope, with the statement written in clear and capital letters "VOTING FORM FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF PROMATERIS S.A. FROM 25/26 MAY 2023".

After completing and signing the Postal voting form for the Extraordinary General Meeting, provided by the Company, an original copy of the Voting form will be submitted in person or sent by mail or courier with acknowledgment of receipt, so that it can be registered as received at the registry office of the Company, located at its headquarters until 23.05.2023, at 10.00 am, in a sealed envelope, with the statement written in clear and capital letters: "VOTING FORM FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF MAY 25/26, 2023" which at its turn will be placed in a sealed envelope, with the statement written in clear and capital letters "VOTING FORM FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF PROMATERIS S.A. FROM 25/26 MAY 2023".

In order to ensure the secrecy of the vote expressed on the items of the agenda that require a secret ballot, a sealed envelope containing the postal voting form for each of the items on the agenda of the Ordinary General Meeting for which the secret ballot is required, with the following mention written in capital letters:

  • "FORMULAR DE VOT PRIN CORESPONDENTA - VOT SECRET - PUNCTUL 3 DE PE ORDINEA DE ZI A ADUNARII GENERALE ORDINARE A ACTIONARILOR DIN 25 MAI 2023/26 MAI 2023". (POSTAL VOTING FORM - SECRET BALLOT - ITEM 3 ON THE AGENDA OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF MAY 25/26, 2023).
  • "FORMULAR DE VOT PRIN CORESPONDENTA - VOT SECRET - PUNCTUL 8 DE PE ORDINEA DE ZI A ADUNARII GENERALE ORDINARE A ACTIONARILOR DIN 25 MAI 2023/26 MAI

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Prodplast SA published this content on 28 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2023 05:26:01 UTC.