RESOLUTION No. 8 DATED 8.06.2017
The Extraordinary General Meeting of the Shareholders of ROMAERO SA
with the Main Office in Bucharest, 44 Ficusului Blvd., sector 1 ,
Post Code 013975, CUI RO 1576401,
Registered at the Trade Register Office under no. J40/3940/1991
In accordance with the provisions of Law no. 31/1990 republished, of Law no. 297/2004, of CNVM Regulation no. 1/2006 on issuers and transactions with securities, of CNVM Regulation no. 6/2009 regarding the exercise of certain rights of shareholders in general meetings of companies, as amended and supplemented by CNVM Regulation no. 7/2010, the ASF Regulation no.13 / 2014 and the Articles of Incorporation of ROMAERO S.A., based on the Decision of the Board of Administrationno. 15 / 2.05.2017, the Extraordinary General Meeting of the Shareholders (A.G.E.A.) was convoked on 7.06.2017, respectively for 8.06.2017, in the case of not entering the legal quorum, at ROMAERO S.A.
At the Extraordinary General Meeting of Shareholders of ROMAERO SA, which was legally and statutory at the second convocation, on 8.06.2017participated directly or through representatives, shareholders holding 72,9006% of the share capital of the company, namely 4,553,483 shares out of the total of 6,246,149 shares.
Having fulfilled the legal and statutory conditions for the validity of the deliberations and decisions, A.G.E.A
DECIDES
1. With 3,241,792 votes for (ie 71,194% of the votes cast), 1,311,691 votes against (ie 28,806% of the votes cast), AGEA approves the increase of the share capital of ROMAERO SA, in one stage, with The amount of 1.443.160 lei, from the current share capital of 15,615,372.50 lei to 17,058,532.50 lei, for the insurance of the working capital, being justified by the obligation of ROMAERO SA To comply with the provisions of Article 3 paragraph 2 of GEO no. 51/2015, as follows:
1.1. With 3,241,792 votes for (ie 71.194% of the votes cast), 1311691 votes against (ie 28.806% of the votes cast), A.G.E.A. approves the increase of the registered capital through the issuance of 577,264 new, nominative, ordinary, dematerialized shares each with a face value of 2,5000 lei / share, giving the preference right to the shareholders registered with the Central Depository SA, in proportion to the participation shares held by them at the time of registration;
1.2. With 3.241.792 votes for (ie 71.194% of the votes cast), 1311691 votes against (ie 28.806% of the votes cast), A.G.E.A. approves that the subscription can be made by the shareholders, both in cash and by conversion into shares of any certain, liquid and receivable claims held by ROMAERO SA by the existing shareholders registered in the Company's Shareholders' Registry held by the Central Depository SA Bucharest, on the date of registration, according to the provisions of art. 130 and 1311 of CNVM Regulation no. 1/2006, a claim to be recognized by the Board of Directors of the company;
1.3. With 3.241.792 votes for (ie 71.194% of the votes cast), 1.311.691 votes against (ie 28.806%
of the votes cast), A.G.E.A. approves that the issue price for a newly issued share subscribed in
the exercise of the pre-emption right is 2.5 lei / share;
1.4. With 3.241.792 votes for (ie 71.194% of the votes cast), 1.311.691 votes against (ie 28.806%
of the votes cast), A.G.E.A. approves the subscription ratio of 1 new share issued to 10,820267
shares held at the registration date by always rounding to the lower threshold;
1.5. With 3.241.792 votes for (ie 71.194% of the votes cast), 1.311.691 votes against (ie 28.806%
of the votes cast), A.G.E.A. approves that the period during which shares may be subscribed in the
exercise of the pre-emption right is one month from the date set in the prospectus /
prospectus and commences at a date subsequent to the registration date relating to the increase
of the share capital and the date of publication The decision in the Official Gazette of Romania;
1.6. With 3.241.792 votes for (ie 71.194% of the votes cast), 1.311.691 votes against (ie 28.806% of the votes cast), A.G.E.A. approves that the share capital increase be made within the limit of the conversion into shares of receivables and amounts actually subscribed and paid into the account of the company, new shares issued unsubscribed or unpaid shares entirely canceled. Payment of the subscribed shares is made in full on the subscription date, according to the prospectus approved by the ASF;
1.7. With 3.241.792 votes for (ie 71.194% of the votes cast), 1.311.691 votes against (ie 28.806% of the votes cast), A.G.E.A. approves that the underwriting operation is based on a Prospectus approved by the Financial Supervisory Authority and through an intermediary authorized by the ASF selected on the basis of a competitive procedure.
2. With 3.241.792 votes for (ie 71.194% of the votes cast), 1.311.691 votes against (ie 28.806% of the votes cast), A.G.E.A. approves the list of entities that hold certain, liquid and receivable claims and their value, entities that can subscribe to these claims;
3. With 3.241.792 votes for (ie 71.194% of the votes cast), 1.311.691 votes against (ie 28.806% of the votes cast), A.G.E.A. approves the delegation to the Board of Directors of the exercise of the attributions of the finding at the expiry of the period of exercise of the right of preference, the finding of the number of new shares subscribed, the cancellation of the unsubscribed shares, the determination of the value with which the share capital is increased, of the company in accordance with the new value of the share capital and the new structure of its shareholding, of performing the necessary formalities at the competent institutions (the Trade Register Office, the Financial Supervision Authority, the Bucharest Stock Exchange, the Central Depository) for the registration of the share capital increase
4. With 3.241.792 votes for (ie 71.194% of the votes cast), 1.311.691 votes against (ie 28.806% of the votes cast), A.G.E.A. approves the modification of the provisions of art. 7 of Chapter III of the Company's Articles of Incorporation according to the following text submitted for approval (the spaces below, left blank, to be completed with the corresponding figures after the Company's Board of Directors centralizes the results of the subscription to the increase of the share capital) ::
"(1) The subscribed and paid-up share capital is [______] lei, divided into [______] nominative shares, in nominal value of 2.50 lei each
(2) The share capital is held as follows:
(A) shareholders of natural and legal persons, Romanian and / or foreign, holding [______] shares representing [______] lei, respectively [______]% of the total share capital, of which [______] Law no. 55/1995 and the act of assignment SIF Muntenia no. 29242 / 23.04.1997 and [______] shares for Dumitru Cucu, shareholder on the basis of Law no.66 / 1993;
(B) Muntenia Financial Investment Company - Romanian legal entity, headquartered in Bucharest Splaiul Unirii nr. 16, sector 4, which holds [______] shares representing [______] lei, respectively [______]% of the total share capital;
(C) The Ministry of Economy - shareholder in the name of the Romanian State - Romanian legal entity with headquarters in Bucharest, Victoriei Street, 152, sector 1, which holds [______] shares representing [______] lei, respectively [______]% of the share capital total;
D) Fondul Proprietatea SA - Romanian legal entity, headquartered in Bucharest, Str. Apolodor nr. 17th floor, about. 417, sector 5, which holds [______] shares, representing [______] lei, respectively [______]% of the total share capital. "
The General Manager of Romaero S.A. To sign the Upgraded Act.
5.By unanimity of votes "for" (ie 100% of the votes cast), based on the ballot papers distributed to the shareholders present and represented, A.G.E.A. Approves the date of 27.06.2017 as the "registration date" for the identification of the shareholders to which the effects of the EGMS decision and 26.06.2017 date as "ex date" (ie date prior to the registration date at which the financial instruments object of the EGMS decision, trade without the rights deriving from the decision, in accordance with the provisions of Article 2, letter f of the CNVM / ASF Regulation no. 6/2009) and the "payment date" of 28.06.2017.
6.Unanimously "for" votes (ie 100% of the votes cast), based on ballots distributed to shareholders present and represented, A.G.E. Approves the empowerment of the Company's General Manager, to take all necessary steps to register the decisions of the Extraordinary General Meeting of Shareholders and to carry out all necessary formalities before the competent authorities, including but not limited to the Trade Registry Office, the Financial Supervisory Authority, Of Bucharest Stocks, the Central Depository. The aforementioned mandator will be able to delegate the powers granted as above to any person as he / she deems necessary.
P Chairman of the Board of Directors
______
Mircea MODRAN
Technical Secretary of AGA Session
Mrs. Camelia TEODORESCU