Comelf S A : Raport curent conf_Reg_ASF nr.5 din 2018 - Convocare AGOA_En

	COMELF SA
	Registru comertului No.J/06/02/31.01.91
	Cont bancar: (Lei) RO 12INGB0024000040598911
GRUP UZINSIDER	(Euro) RO 58INGB0024000040590711
	Deschise la: ING BANK BISTRITA
	Societate cotata la Bursa de Valori Bucuresti

C U R E N T R E P O R T

According to ASF Regulation no. 5 / 2018

Date of the report: 13.03.2024

Name of the commercial company: COMELF SA

Registered office: Bistrita, str. Industriei no. 4

Telephone / fax number: 0263.234.462; 0263.238.092

The unique registration code at the Trade Registry Office: 568656

Order number in the Trade Register: J06/02/1991

Subscribed and paid-up capital: 13,036,325.34 lei

The regulated market on which the issued securities are traded: BVB

Reported event: General Meeting of Shareholders on 18.04.2024.

The Board of Directors of COMELF SA, with headquarters in Bistrita, str. Industriei no. 4, Bistrita - Nasaud county, met on 13.03.2024, by Board of Directors Decision no. 1 of 13.03.2024 convenes the Ordinary General Meeting of Shareholders (AGMA) on April 18, 2024, at 10³º at the company headquarters, with the following agenda:

1. Approval of the Report of the Board of Directors, the Report of the independent financial auditor, the financial position and the global result for the year 2023 and their approval. Discharge of management of the Board of Directors, its president and the general director of the company for the year 2023.
2. Approval of the distribution of the net result recorded on 31.12.2023, in the total amount of 9,328,420 lei, according to the proposal of the Board of Directors for the distribution of dividends to shareholders, as follows:
   a. Regularization of interim dividends in the amount of 4,680,872 lei, for the period 01.01.2023-30.06.2023 (according to the AGOA Decision of 26.10.2023), on account of annual dividends;
   b. Remaining dividends to be distributed after regularization, in the amount of 4,647,548 lei, for which the value of the gross dividend per share is 0.207 lei, and of 16.09.2024, as the date of payment.
3. Establishing the limits of competence for the employment of banking products by the general director and the economic
   director.
4. Approval of the Remuneration Report of the members of the Board of Directors for the year ended December 31, 2023.
5. Approval of the extension of the mandate of G2 EXPERT SRL from Dej, as independent financial auditor and of ACON AUDIT SRL from Ploiesti, as internal financial auditor of COMELF S.A., for a period of 1 year, from the date of expiry of the current mandate.
6. The authorization of the general director of the company, Mr. Eng. Cenusa Gheorghe to fulfill all the formalities regarding the registration of the AGOA decision at the Bistrita - Nasaud Trade Registry Office, the publication of the decision in the Official Gazette and the signing of the AGOA implementation report.
7. Approval of the registration date proposed by the Board of Directors 29.08.2024, respectively ex date 28.08.2024.

Shareholders registered in the Shareholders' Register of DEPOZITARUL CENTRAL SA at the end of April 8, 2024, as the reference date, can participate and vote in the meeting.

One or more shareholders representing individually or together at least 5% of the share capital have the right:

1. To introduce points on the agenda of the general meeting, provided that each point is accompanied by a justification or a draft resolution proposed for adoption by the general meeting, within 15 days at most from the date of publication of the convocation.
2. To present draft decisions for the items included or proposed to be included in the agenda of the general meeting, within 15 days at most from the date of publication of the convocation.
   In the same interval, each shareholder has the right to ask written questions regarding the items on the AGOA agenda. The company will formulate a general answer for questions with the same content that will be available on the company's website, in question-answer format.
   The shareholders mentioned in the previous paragraphs have the obligation to send the materials / questions in writing, in sealed envelopes, accompanied by certified copies of identity documents, identity card / identity card in the case of natural persons, respectively registration certificate in the case of legal persons, as well as the copy the document proving their legal representative status, at the company headquarters with the clearly written mention, in capital letters FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 18.04.2024, or by e-mail with the extended electronic signature incorporated according to Law no.

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455/2001 regarding the electronic signature, to the address [e-mail] in the subject "for AGOA of 18.04.2024".

The access of the shareholders entitled to participate in the AGOA on the reference date is allowed by simple proof of their identity made, in the case of natural persons, with their identity document or, in the case of legal persons, with the Special Power of Attorney given to the natural person who represents them.

Shareholders can participate personally or through other persons, on the basis of a special Power of Attorney, according to the form provided by the company, in accordance with the legal regulations.

The special power of attorney forms for AGOA dated 18.04.2024 in Romanian and English can be obtained from the company's headquarters - the Dashboard service or can be downloaded from the company's website, starting from 18.03.2024. An original copy of the special power of attorney in Romanian or English, completed and signed, accompanied by a copy of the shareholder's valid identity document (identity card / identity card in the case of natural person shareholders and registration certificate in the case of legal entities) will be submitted / send to the company's headquarters until 16.04.2024, at 10³º, another one to be made available to the representative so that he can prove his capacity as a representative in the assembly. The special powers of attorney accompanied by the identification documents of the shareholders can be sent in Romanian or English and by e-mail with the extended electronic signature incorporated according to Law no. 455 / 2001 on the electronic signature, until the date of 16.04.2024 at 10º to the address [e-mail] in the subject "for AGOA of 18.04.2024". On the date of the AGOA, the designated representative will hand over the originals of the special powers of attorney, if they were sent by e-mail with the extended electronic signature and a copy of the valid identity document of the designated representative.

The general power of attorney granted by the shareholder, as a client, to an intermediary [defined according to Law no. 24/2017 ] or to a lawyer, before the first use, will be submitted to the company's headquarters, in a certified copy by the shareholder's representative, until 16.04.2024 (the date of registration at the company's registry), under the penalty of losing the exercise of the right to vote by representative at the general assembly convened by this convener, according to the provisions of the law.

COMELF SA shareholders can vote by mail, using the mail voting form, in Romanian and English. The forms can be obtained from the company's headquarters - the Dashboard service or can be downloaded from the company's website, starting from 18.03.2023. Voting forms by mail in Romanian or English completed and signed, accompanied by a copy of the shareholder's valid identity document (identity bulletin/card in the case of natural person shareholders, respectively registration certificate and copy of the identity document of the legal representative in the case of individuals legal documents) can be sent to the company's headquarters, with confirmation of receipt, so that they are registered as received by 16.04.2024, at 10³º at the latest. Forms received after the above date and time will not be taken into account for determining the quorum and majority in the AGOA. The voting option can be expressed by e-mail in Romanian or English to the address [e-mail], with the electronic signature mentioning "for the AGOA of 18.04.2024".

The materials and the draft decision subject to the AGOA debate can be consulted at the company's headquarters, every working day or on the company's website (www.comelf.ro - Section "Information for the day"), starting from 18.03.2024.

If at the first convocation the assembly will not be statutory, the meeting will be reconvened on April 19 of this year. under the same conditions (place, time, agenda).

Additional information can be obtained at the headquarters of COMELF SA Bistrita, at phone numbers 0263.234462 ext. 201, 0372.037309, between 8ºº and 15ºº or by e-mail at [e-mail].

President of the Board of Administration,

Eng. Savu Constantin

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