S C Electroarges S A : Convocare AGOA - 30.06.2022 - versiune limba Engleza

TO: BUCHAREST STOCK EXCHANGE

THE FINANCIAL REGULATOR,

Current report in accordance with: Law 24/2017 on the issuers of financial instruments and market operations and ASF Regulation no. 5/2018 on the issuers of financial instruments and market operations.

Report date: 19.05.2022

Issuer's name: Electroarges SA

Trade Register Registration Code: RO156027

Trade Register Registration Number: J03/758/1991

Share capital: 6,976,465.00 lei

Important events to report:

OGMS Summoning - 30.06.2022

Electroarges SA Board of Directors informs the shareholders and potential investors of the summoning of the Electroarges SA Ordinary General Meeting of Shareholders, for 30.06.2022, 08.00 am (first summoning) and 01.07.2022, 08.00 am (second summoning) in Curtea de Arges, str. Albesti, nr. 12, jud. Arges.

All shareholders nominally registered in the Register of Shareholders at the end of 10.06.2022, which is the reference date, have the right to attend and vote in the extraordinary and ordinary general meetings.

If at the first summoning the legal quorum conditions will not be met, the Ordinary General Meeting is reconvened for 01.07.2022, 08.00 am in Curtea de Arges, str. Albesti, nr. 12, jud. Arges.

We attach herewith the Summoning Notice containing the agenda related to the Electroarges SA ordinary and extraordinary general meetings of the shareholders (Annex 1).

VICE-CHAIRMAN

BOARD OF DIRECTORS,

ROXANA SCARLAT

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SUMMONING NOTICE

Electroarges SA Board of Directors, in accordance with the provisions of Law 31/1990, of Law 24/2017, of the ASF Regulation no. 5/2018 and with the provisions of the Electroarges SA Articles of Incorporation, summons in Curtea de Arges, Str. Albesti nr. 12,

Arges County:

The Ordinary General Meeting of Shareholders on 30.06.2022, 08.00 am;

All shareholders nominally registered in the Register of Shareholders at the end of 10.06.2022, which is the reference date, have the right to attend and vote in the ordinary general meeting.

If at the first summoning the legal quorum conditions will not be met, the Ordinary General Meeting is reconvened for 01.07.2022, 08.00 am in Curtea de Arges, str. Albesti, nr.12, Arges County.

THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

has the following AGENDA:

1. Revocation of the members of the Electroarges SA Board of Directors;
2. Appointment of a new Electroarges SA Board of Directors consisting of 5 members, for a 4-year mandate, applying the cumulative voting method;

3. Mandating the Chairman of the Board of Directors and/or the Vice-Chairman of the Board of Directors, to authorize the person or persons who will carry out the necessary steps at the Trade Register Office and wherever necessary, for the registration of the decision and other documents approved by the Ordinary General Meeting of Shareholders of 30.06/ 1.07.2022.

The shareholders' right to attend the general meetings

Shareholders nominally registered in the Register of Shareholders on the date of reference may personally attend the general meeting, by legal representatives (in the case of legal persons) or by a representative based on a Special or General Power of Attorney, or may vote by Absentee Ballot (by written form or by electronic means). The shareholders may be assisted by attorneys/legal advisers in the general meeting of shareholders.

The access of the shareholders entitled to attend the general meeting of shareholders is allowed by the mere proof of their identity, made in the case of the natural person

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shareholders with the identity card or, in the case of legal persons and the represented legal person shareholders, with the Power of Attorney offered to the natural person representing them, in compliance with the applicable legal provisions and the provisions contained in this summoning notice.

In the case of legal person shareholders or entities without legal personality, the capacity of legal representative is established based on the list of shareholders from the Register of Shareholders at the date of reference, and the legal representative's identity card. If, at the date of reference, the Register of Shareholders does not contain data on the legal representative's capacity, this capacity shall be proved by a certificate issued by the Trade Register, submitted in original, or a certified true copy, issued no more than 30 days prior to the publication of the summoning notice of the general meeting of shareholders.

Shareholders, who are not able to exercise their rights, as well as the legal persons, may be represented by their legal representatives, who in turn may authorize other persons.

Shareholders may be represented in the general meeting by other persons, on the basis of a Special or General Power of Attorney.

Natural or legal person shareholders registered at the date of reference may be represented in the general meeting by persons other than the shareholders based on a Special Power of Attorney.

For this type of voting, the Special Power of Attorney forms must be used, which will be provided by the company's Board of Directors, or a General Power of Attorney, prepared in accordance with the Law 24/2017 and of the ASF Regulation no. 5/2018.

Legal person shareholders or entities without legal personality who participate in the general meeting by a person other than the legal representative, must use a Special or General Power of Attorney under the abovementioned conditions.

Special Power of Attorney forms will be available starting with 31.05.2022 at the company's secondary office in Curtea de Arges, Str. Albesti nr. 12, Arges County, and on the electroarges.ro website.

The shareholders will fill in and sign the Special Power of Attorney in three original copies: one for the shareholder, one for the representative and one for the company. The copy for the company, filled in and signed, shall be submitted personally or send:

• by any type of courier, in original, together with the accompanying documents at the company's registered office so that it could be registered with the company at least 48 hours

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before the general meeting of shareholders, until 28.06.2022, 08.00 am, under the sanction of losing the voting right.

• by e-mail - with extended electronic signature incorporated according to the Law no. 455/2001 on the electronic signature at [e-mail] and [e-mail] at least 48 hours before the general meeting of the shareholders, until 28.06.2022, 08.00 am, under the sanction of losing the voting right.

The company will accept a General Power of Attorney for attending and voting in the general meeting of shareholders, issued for a period of maximum three years, offered by a shareholder, as a client, to an intermediary defined according to art. 2 paragraph (1) section 20 of the Law no.24/2017, or to an attorney, without requiring additional documents regarding the respective shareholder, if the General Power of Attorney complies with the provisions of art. 105 paragraph 13 of the Law 24/2017, is signed by the respective shareholder and is accompanied by a declaration on his/her own responsibility given by the intermediary's legal representative or by the attorney who received the authorization by General Power of Attorney, from which results that:

1. the Power of Attorney is given by that shareholder as a client, to the intermediary or, as the case may be, to the attorney;

1. the General Power of Attorney is signed by the shareholder, including by attaching extended electronic signature, if applicable.

The statement made by the intermediary's legal representative or the attorney who received the authorization by General Power of Attorney must be submitted in original to the company, signed and, as the case may be, stamped, at the same time with the General Power of Attorney, no later than 48 hours prior to the general meeting of shareholders on 28.06.2022, 08.00 am, in case of first use.

Shareholders could not be represented in the general meeting of shareholders, based on a General Power of Attorney, by a person who is in a situation of conflict of interest in accordance with the provisions of art. 105 paragraph (15) of Law no. 24/2017.

General Power of Attorney forms are submitted to the company 48 hours before the general meeting (28.06.2022, 08.00 am), as a certified copy or including the mention of certified true copy, under the representative's signature.

The Company's shareholders have the right to nominate candidates for the positions of Board directors, in accordance with the law and the Articles of Incorporation. The nominations will be submitted in compliance with the provisions of art. 117 ind. 1

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paragraph 2 of Law no. 31/1990 either (i) in physical format, at the Company's Registry (which is open from Monday to Friday, between 09:00 am - 15:00 pm (Romanian time), except for public holidays) of the Company's secondary office (personally or by courier services with confirmation of receipt) from Curtea de Arges, Str. Albesti nr. 12, Arges County, or (ii) by e-mail with extended electronic signature incorporated, according to Law no. 455/2001 on the electronic signature, at [e-mail] and [e-mail], so that they will be received until the deadline of June 6, 2022 at 15.00 pm.

Both ways of submitting the nominations must contain the clearly written mention and with capital letters "CANDIDATES NOMINATIONS - FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 30.06.2022/01.07.2022", as well as information on the name, place of residence and the professional qualification of the persons nominated for the respective positions.

With regard to the identification requirements of the shareholders who formulate them, the nominations must be accompanied by the documents attesting the fulfillment of the identification requirements mentioned in the respective OGMS summoning notice:

(i)In the case of natural person shareholders, the requests must be accompanied by a copy of the identity card and the account statement which shows the quality of shareholder and the number of shares held, issued by the Depozitarul Central SA;

(ii)In the case of legal person shareholders, the requests must be accompanied by an account statement issued by the Depozitarul Central SA showing the quality of shareholder and the number of shares held together with documents certifying the registration of information on the legal representative in the Depozitarul Central SA, as well as copy of the legal representative's identity card.

If at the Depozitarul Central there are no data regarding the quality of legal representative, this quality is proved by a certificate issued by the Trade Register, presented in original or certified true copy, issued with a maximum of 30 days before the date the publication of the summoning notice of the general meeting, which certifies the quality of legal representative. For candidates, each nomination must be accompanied by at least the following documents:

1. Candidate's Curriculum Vitae showing his / her experience and professional training;
2. Copy of the candidate's identity document.

These documents will be verified by the Company, and the final list containing information on the name, place of residence and professional qualification of the persons nominated for the position of Company director and for the position of Chairman of the Board of Directors

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