Secretary Office of The General Meeting of Shareholder

SPECIAL POWER OF ATTORNEY

ROMAERO SA

For the representation on the Extraordinary General Meeting of the Shareholders which will take place on 4/5.09.2017 at 16.00 p.m at Romaero main office in 44 Ficusului Blvd., sector 1, Bucharest.

The undersigned……………………………………………………………………… residing in …………………………….no………street…………………suite …………possessor of the IB/ID series ………….., no………………personal identification no………………………………….***

or,

We ………………………………………………………………………, having the main office in………………………… no…………………, street…………………………, suite……….., registered at the Trade Register Office under number ……………… fiscal code………...... , legally represented by Mr/Mrs………………………………………….., in capacity of ……………………………………..,*

As a shareholder of Romaero SA upon the reference date 22.08.2017, Romanian legal person with the main office in 44 Ficusului Blvd., sector 1 , Bucharest, registered at the Trade Register Office under no.J40/3940/1991, C.U.I 1576401 ( hereinafter called ‘’The Company”),

Currently holding a number of……………………….shares , representing………………% of the total number of ROMAERO SA shares which entitles me to……………………votes in the General Meeting of Shareholders, representing ………………% of the total shares number

Hereby empower**………………………residing in ……………………………., no…………, street……………………………………, suite ………………, county ...... possessor of the IB/ID series……………...... , no…………………… personal numerical code……………………………to be my representative on the Extraordinary General Meeting of the Shareholders to be held on 4.09.2017 at 16.00 p.m at the main office of the Company, in Bucharest, 44 Ficusului Blvd., sector 1, or on a second convocation on 5.09.2017, at the same time , in the same place , as follows :

1. Approval of the amendment to the articles of incorporation of ROMAERO S.A. According to OUG no. 1/04.01.2017 regarding the establishment of measures in the field of central public administration and for the modification and completion of some normative acts, as follows:

Article 7, paragraph (2) (c) shall be reworded and shall have the following content: "Ministry of Economy - shareholder in the name of the Romanian State - Romanian legal entity with headquarters in Bucharest, Cal.Victoriei nr.152, sector 1, which holds 3,241,752 shares representing 8,104,380 lei, respectively 51.90001% of the total share capital ";The General Manager of Romaero is mandated to sign the Amended Articles of Incorporation.

For Against Abstention

2. Approval of the amendment to the articles of incorporation of ROMAERO S.A. as follows:

Article 7, paragraph (2) (d) shall be reworded and shall have the following content: "FondulProprietatea SA - Romanian legal entity, headquartered in Bucharest, Str. Buzesti nr. 78-80, the Premium Point building, 7th floor, sector 1, which holds 1,311,691 shares, representing 3,279,227.5 lei, respectively 21% of the total share capital. The General Manager of Romaero is mandated to sign the Amended Articles of Incorporation.

For Against Abstention

3. The ex-date approval of 25.09.2017 and 26.09.2017 as the date of registration and identification of the shareholders to which the effects of the resolutions of the Extraordinary General Meeting of Shareholders dated 4/ 5.09.2017, according to the provisions of art. . 238 of the Capital Market Law 297/2004;

For Against Abstention

4 Empower the Director General of the Company to take all necessary steps to register the decisions of the Extraordinary General Meeting of Shareholders and to perform all necessary formalities before the competent authorities, including, but not limited to, the Trade Registry Office, the Financial Supervisory Authority. The above mentioned trustee will be able to delegate the powers granted as above to any person as deemed necessary.

For Against Abstention

Date ------

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( shareholder’s first name and family name/ Description ; the name of the shareholder’s legal
representative will be clearly mentioned with capital letters, in case the shareholder is a legal person )

______(signature )

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NOTE : * to be filled in only for the shareholders who are legal persons

** applicable only to the shareholders who are natural persons

*** the legal representative’s position will be mentioned in case the shareholder is a legal person