Casa de Bucovina Club de Munte S A : 1 - 3 Approval of the exchange of immovable properties - EN

casa

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Piata Republicii nr. 18

UâvÉä|Çt

Gura Humorului 725300 Județul Suceava

Tel: + 4 0230 207000 Fax + 4 230 207001

club de munte

E-mail:[e-mail]

Item no 1 and Item no 3 on the agenda of the Extraordinary General Shareholders Meeting of

Casa de Bucovina - Club de Munte SA on 24/25.04.2023

Approval of the exchange of the following immovable properties owned by the company: (i) land with an area of 25.490 sqm, located in the city of Gura Humorului, Arinis Dendrological Park, urban land, with a construction ban, registered in the Land Registry no. 45051 of Gura Humorului city, Suceava county, having cadastral no. 45051; and (ii) land with an area of 46.486 sqm, located in the City of Gura Humorului, Arinis Dendrological Park, urban land, with a construction ban, registered in the Land Registry no. 44163 of Gura Humorului city, Suceava county, having cadastral no. 44163; with the following immovable properties owned by Gura Humorului city: (i) land with an area of 10.000 sqm, located in Voronet, urban land, registered in the Land registry no. 44767 of Gura Humorului city, Suceava county, having cadastral no. 44767; (ii) land with an area of 5.000 sqm, located in Voronet, urban land, registered in the Land registry no. 45059 of Gura Humorului city, Suceava county, having cadastral no. 45059; (iii) land with an area of 4.600 sqm, located in Voronet, Suceava county, DJ 177D, urban land, registered in the Land registry no. 45045 of Gura Humorului city, Suceava county, having cadastral no. 45045.

Empowerment of the general manager of the company, Mrs. Doina Prosciuc, who in turn can empower others, to represent the company in front of the public notary and any other people or authorities in order to sign the exchange contract of the immovable properties mentioned on the first item of the agenda of the general meeting and the fulfillment of all the documents and formalities necessary for the aforementioned exchange and the implementation of the decisions adopted by the extraordinary general shareholders meeting.

The company owns land with an area of 172.654 sqm (located in Gura Humorului and in Arinis Dendrological Park). Most of these plots of land are located in the Arinis Dendrological Park, the rest representing the yard and the land under the hotel building.

In October 2022, the local council of the city of Gura Humorului sent a land exchange request, with the following proposal:

Capital social: 16.231.941,2 lei, Cod unic de inregistrare : RO 10376500, Nr.inregistrare la ORC : J33/718/1998

Cont bancar : RO79RZBR0000060002432216 Raiffeisen Bank

The local council of the city of Gura Humorului offers in exchange 3 plots of land, the characteristics of which are presented as follows:

• - Plot of land with cadastral number 44767 - with an area of 10,000 square meters;

• - Plot of land with cadastral number 45059 - with an area of 5,000 square meters;

• - Plot of land with cadastral no. 45045 - with an area of 4,600 square meters.

According to Town Planning Certificate no. 319/ 31.10.2022 these are free lands located in areas for the development of tourist activities in the locality of Voronet, Gura Humorului, owned by the City of Gura Humorului. The constructions can have a P+2E+M height regime, concrete foundations, mixed structure, superior finishes, with specific characteristics according to the urban planning regulation regarding the color of the facades and the roof in order to respect not only the aesthetics specific to the area but also the specific architecture.

We consider that the best use for these lands is development for tourism purposes.

Casa de Bucovina - Club de Munta SA would offer in exchange two plots of land, the characteristics of which are as follows:

- Plot of land with cadastral no. 44163 - with an area of 46,486 square meters; - Plot of land with cadastral no. 45051 - with an area of 25,490 square meters.

According to Town Planning Certificate no. 303/21.10.2022 these free lands located in the Arinis Dendrological Park have a construction ban. Thus, we consider that the best use of these lands is renting for the purpose of organizing leisure activities.

From an internal analysis, we consider that the values of the lands that are the subject of the exchange are comparable.

Proposal

Considering: a) the reduced probability of development of a major project of recreational activities by Casa de Bucovina in Arinis Park

• b) the multiple possibilities of capitalization of the land proposed for exchange

• c) the small probability of capitalizing in another way the land owned by the company located in

Arinis Park d) the prohibition of construction on the lands owned by the company and which are the object of the exchange

The Board of Administrators of Casa de Bucovina - Club de Munte SA submits for shareholders' approval the following resolutions:

"Approves the exchange of the following immovable properties owned by the company: (i) land with an area of 25.490 sqm, located in the city of Gura Humorului, Arinis Dendrological Park, urban land, with a construction ban, registered in the Land Registry no. 45051 of Gura Humorului city,

Suceava county, having cadastral no. 45051; and (ii) land with an area of 46.486 sqm, located in the City of Gura Humorului, Arinis Dendrological Park, urban land, with a construction ban, registered in the Land Registry no. 44163 of Gura Humorului city, Suceava county, having cadastral no. 44163; with the following immovable properties owned by Gura Humorului city: (i) land with an area of 10.000 sqm, located in Voronet, urban land, registered in the Land registry no. 44767 of Gura Humorului city, Suceava county, having cadastral no. 44767; (ii) land with an area of 5.000 sqm, located in Voronet, urban land, registered in the Land registry no. 45059 of Gura Humorului city, Suceava county, having cadastral no. 45059; (iii) land with an area of 4.600 sqm, located in Voronet, Suceava county, DJ 177D, urban land, registered in the Land registry no.

45045 of Gura Humorului city, Suceava county, having cadastral no. 45045."

"Empowers the general manager of the company, Mrs. Doina Prosciuc, who in turn can empower others, to represent the company in front of the public notary and any other people or authorities in order to sign the exchange contract of the immovable properties mentioned on the first item of the agenda of the general meeting and the fulfillment of all the documents and formalities necessary for the aforementioned exchange and the implementation of the decisions adopted by the extraordinary general shareholders meeting."

Dan Florin MARINESCU

President of the Board of Administrators