MATERIAL FOR O.G.M.S.

NAPOCHIM S.A. dated 21/22.10.2016

NAPOCHIM S.A. has a share capital amounting 2.860.038,1lei, representing 28.600.381shares at the date of the notice.

For O.G.M.S. dated on 21.10.2016, respectively on 22.10.2016, when legal requirements are not met at the first call, the Board proposes the following agenda:

  1. To approve formalities for removing two members of the Board of the company that held the position of administrators namely Ms. Dalia Buga and Mr. Pitic Stefan Lucian, from the records of Trade register from Cluj, following the termination of their mandate by resignation.
  2. Confirmation of Board members holding the position of directors who will continue their current mandate, within the new structure of the Board consisting of 3 members, following the vote of AGEA NAPOCHIM S.A. no. 1/24.05.2016.
  3. Establishing the remuneration of Board members for the financial year 2016 and until the first AGOA approval of the balance sheet.
  4. Approval of the insurance contract value external financial audit service for the financial year 2016 and mandating the executive management of the company to sign that contract.
  5. Approval of 7.11.2016 as registration date and the date of 4.11.2016 as the ex date.
  6. Empowering a person to sign on behalf of all shareholders the AGOA Decision to be adopted, documents, forms and applications adopted / or for the purposes of the AGOA ruling to be adopted in relation to any person or entity.
  7. Empowering a person to fulfill all formalities regarding the enforceability and registration of the AGOA Decision to be adopted at the Office Trade register from Cluj Court and its publication in the Official Gazette of Romania, Part IV and to sign in the name and on behalf of the company the documents in relation with the Office Trade register and to obtain the documents released by the Office Trade register.

The President of the Board