Cos Targoviste S A : Current report - Convening Note for AOGSM 28(29).04.2021

0130/ 36 /25.03.2021

Reg. No:

TO:BURSA DE VALORI BUCURESTI

Fax:

021 307 95 17 ; 021 307 95 19

AUTORITATEA DE SUPRAVEGHERE FINANCIARA DIRECTIA GENERALA DE SUPRAVEGHERE DIRECTIA EMITENTI

Fax:

021 659 60 51; 021 659 64 14

CURRENT REPORT

ACCORDING to A.S.F. REGULATION No. 5/2018 AND LAW 24/2017

Report date : : 25.03.2021

Denomination of issuer entity : COS TÂRGOVIŞTE S.A. - societate în reorganizare judiciară, in judicial reorganisation, en redressement

Registered office : Târgovişte, Şoseaua Găeşti nr.9-11, jud. Dâmboviţa Telephone/fax number : 0040 245 640 089 / 0040 245 640 097

Sole registration code / Fiscal code : RO 913720

Registration number with Trade Registry: J15/284/1991 LEI Code: 254900RX14AHO249BU17

Subscribed and paid-in share capital: 172.125.307,50 lei

Regulated market issued securities are traded on: Bursa de Valori București

Important events to be reported: find attached CONVENING NOTE for SHAREHOLDER ORDINARY GENERAL MEETING of COS TARGOVISTEA SA (company în reorganizare judiciară, in judicial reorganisation, en redressement) for the date of 28.04.2021 (29.04.2021 the second convening) convening made by judicial administrator MAESTRO SPRL - FILIALA BUCUREȘTI (former SMDA INSOLVENCY SPRL) based on Art 20, paragr. 1, let g, of Law No. 85/2006 related to insolvency procedure.

Special Administrator, SHVEDAKOV OLEG

Head of Legal Department,

Panduru Monica

Sediul social: Târgoviște, 130087, Șoseaua Găești, nr. 9-11, jud. Dâmbovița, România Număr de ordine în Registrul Comerțului: J15/284/1991

Cod unic de Înregistrare / Cod fiscal: RO 913720 Capital social subscris și vărsat: 172.125.307,50 lei

COS TARGOVISTE S.A.

- în reorganizare judiciară, in judicial reorganisation, en redressement -

CONVENING NOTE for

SHAREHOLDER ORDINARY GENERAL MEETING of

COS TARGOVISTEA SA

- în reorganizare judiciară, in judicial reorganisation, en redressement -

headquarters in Targovişte, 130087, Soseaua Gaesti nr.9-11, jud. Damboviţa, registered with Trade

Registry Office under no. J15/284/199, Sole registration Code / Fiscal Code: RO 913720

MAESTRO S.P.R.L. - FILIALA BUCUREȘTI (former SMDA INSOLVENCY S.P.R.L.), with its headquarters in Bucharest, Phoenicia Business Center, strada Turturelelor nr. 11A, etaj 4, sector 3, registered with Registrul Formelor de Organizare a U.N.P.I.R. under no. RFO0727, administrative number UNPIR 2A0727/2014, CUI 32718093, by its permanent representative Mr. Balan Madalin ("Judicial Administrator") as a judicial administrator of COS TARGOVIŞTE S.A. (în reorganizare judiciară, in judicial reorganisation, en redressement), confirmed by the meeting finding dated 09.01.2015 and ruled by Dambovita Court of Law, Section II- Civil, Fiscal and Administrative Court, for the File no. 1906/120/2013, based on art. 20, paragraph. 1, letter "g" of Law no. 85/2006 related to Insolvency Procedure, with its further modifications and supplements, provisions of Law of Companies no. 31/1990 with its further modifications and supplements, and Company Charter

CONVENES

ORDINARY GENERAL MEETING of COS TARGOVISTEA SA SHAREHOLDERS (în reorganizare judiciară, in judicial reorganisation, en redressement) for the date of 28.04.2021, at 11 o'clock am, at the headquarters located in Targovişte, Soseaua Gaesti nr.9-11, jud. Damboviţa, for all shareholders registered in Company Sharehloder Register kept and issued by Depozitarul Central S.A., at the end of the day of 15.04.2021, considered as Referrence Day for this Meeting, on the following

AGENDA :

1.

Approval of company financial statements for the financial year of 2020 based on the Reports showed by the Special Administrator and Financial Auditor.

• 2. Approval of the proposal to cover the accounting loss related to the financial year 2020 from the accounting profits related to the future financial years .

• 3. Appointment of the financial auditor, considering the expiration of the mandate of the financial auditor BDO AUDIT SRL, with the proposal to be appointed company PROF

CONSULT SRL, having its headquarters in Gaesti, fiscal code 13821318, financial auditor, member of the Romanian Chamber of Financial Auditors (CAFR) with authorization number 183/04.04.2002, legally represented by Mrs. Buta Marijana, financial auditor, CAFR member with certificate number 513/19.09.2000 for a mandate valid until 29.04.2022.

4. Approval of the remuneration policy for the administrative and executive management of the company in accordance with the provisions of art. 92 index 1 of Law 24/2017.

5.

Approval of registration date as per art. 86 (1) of the Law no. 24/2017 and "ex date" as per art. 2, alin. (2), let. l) of ASF Regulation no. 5/2018. Proposition for registration date: 27.05.2021. Proposition for ,,ex date": 26.05.2021.

In case of failure to comply with validity/quorum conditions set forth by Company Charter, the second convening is to be held on 29.04.2021, at 11 o'clock am, at the same adress, under the same Agenda, on the same Referrence Date.

Draft of Shareholders' General Meeting Decision, documents and materials for the meeting are available starting from 26.03.2021 as electronic documents on company website (www.cos-tgv.ro) or can be obtained at company headquarters in Targoviste, Soseaua Gaesti nr.9-11, jud. Dambovita, during working days, between 8:00 am - 4:00 pm.

One or more shareholders representing, either individual or collectively, at least 5 % out of share capital, are entitled to introduce, until no later than 10.04.2021 at 4:00 pm, new items on the Agenda provided that each item to be accompanied by a justification or a decision draft proposed for its adopting, and to present decision drafts for the items included or proposed to be included on the Agenda of the General Meeting. Such right can only be exercised in written form and laid down/ transmitted by mail or express mail in a closed envelope and under the clearly written and in capital letters, remark: FOR THE GENERAL MEETING OF SHAREHLODERS ON THE DATE OF 28/29.04.2021 to company headquarters located in Targoviste, strada Soseaua Gaesti, nr. 9-11, jud. Dambovita.

Each shareholder is entitled to ask questions regarding items of the General Meeting Agenda, to which the company may answer by posting the response on the company internet webpage (www.cos-tgv.ro), in the shape question - answer, or a general response may be formulated for the questions with similar content. Questions may be laid down/ transmitted by mail or express courier in a closed envelope and under the clearly written and in capital letters remark: FOR THE GENERAL MEETING OF SHAREHLODERS ON THE DATE OF 28/29.04.2021, to company headquarters located in Targoviste, strada Soseaua Gaesti, nr. 9-11, jud. Damboviţa or may be sent electronically to e-mail:[e-mail].

In order to identify themselves or to prove their quality as a shareholder asking questions or submitting propositions for supplementing the Agenda, Company may ask for presentation of a natural person shareholder identity document copy, presentation of a document showing identification details of shareholder and its legal representative, as well, in case of juridical person shareholder, and number of shares owed, document issued by Depozitarul Central SA or, as the case may be, by the participants providing custody services according to the law, or in case legal representative of juridical person shareholder was not communicated by the shareholder to the Depozitarul Central SA, a finding certificate issued by the Trade Registry or any other document issued by a competent authority of the State shareholder is legally registered attesting quality of legal representative, issued at least three months earlier to publication of herein Convening Note. The Meeting may be only attended, and the votes may only be cast, by the shareholders registered in the Registry of Shareholders on the reference date of 15.04.2021.

Shareholders may attend General Meetings either directly or may be represented by other persons (including other persons than shareholders) based on a Special Power of Attorney or, as the case may be, they may vote by correspondence.

Documents necessary for participation to Shareholder General Meetings of natural person shareholders are: if the shareholder attends himself: identity paper; if the shareholder is represented by a different person: Special Power of Attorney or, as the case may be, General Power of Attorney and identity paper of the representative and a copy of shareholder identity paper. Representatives of juridical person shareholders may prove their quality as follows:

(i) legal representative- identity paper. In case shareholder did not provide to Depozitarul Central SA all information related to its legal representative prior to reference date thus he to be found in the references supplied by the Central Depositary for the reference date, by identity paper and a finding certificate issued by Trade Register or any other document issued by a competent authority of the State shareholder is legally registered attesting its quality of legal representative, certificate issued three months at most before herein Convening Note is published, and presented as original document. (ii) person whom representation competence was delegated to - identity paper of the representative, Special Power of Attorney or, as the case may be, General Power of Attorney signed by the legal representative of the corresponding juridical person. In case shareholder did not provide information to Depozitarul Central SA related to person whom representation competence was delegated to, prior to reference date thus he to be found in the references supplied by the Depozitarul Central SA for the reference date, a finding certificate issued by Trade Register will be presented, as well, or any other document issued by a competent authority of the State shareholder is legally registered attesting its quality of legal representative, certificate issued three (3) months at most before herein Convening Note is published, and presented as original document.