Impact Developer ntractor S A : Notice of O&EGSM 28.04.2022

To:Financial Supervisory Authority - Financial Instruments and Investments Sector Bucharest Stock Exchange

Regulated Market

From: IMPACT DEVELOPER&CONTRACTOR S.A.

24 March 2022

CURRENT REPORT

According to the provisions of Law No. 24/2017 on issuers of financial instruments and market operations and Regulation No. 5/2018 of FSA on Issuers of Financial Instruments and Market

Operations

Important events to be reported: Convening of the Ordinary and Extraordinary General Meeting of Shareholders of IMPACT DEVELOPER & CONTRACTOR SA for 28/29 April 2022.

in accordance with Company Law No. 31/1990, republished, as further amended and supplemented ("Law No. 31/1990"), Law No. 24/2017 regarding issuers of financial instruments and market operations ("Law No. 24/2017"), Regulation No. 5/2018 of FSA on Issuers of Financial Instruments and Market Operations ("Regulation No. 5/2018") and the articles of incorporation of the Company, IMPACT DEVELOPER & CONTRACTOR SA

CALLS

• I. The Ordinary General Meeting of Shareholders of the Company (the "Ordinary General Meeting"), on the date of 28.04.2022, 10.00 a.m., at the headquarters of Impact Developer & Contractor SA, 172-176 Bucuresti-Ploiesti Street, District 1, Bucharest, Building A of Willbrook Platinum Business & Convention Center, Ground Floor. In case the legal and statutory conditions for holding the Ordinary General Meeting are not met on the date of 28.04.2022, the Ordinary General Meeting shall take place on 29.04.2022, at the same address, at the same hour, with the same agenda and with the same reference date.

• II. The Extraordinary General Meeting of Shareholders of the Company (the "Extraordinary General Meeting"), on the date of 28.04.2022, 10.30 a.m., at the headquarters of Impact Developer & Contractor SA, 172-176 Bucuresti-Ploiesti Street, District 1, Bucharest, Building A of Willbrook Platinum Business & Convention Center, Ground Floor. In case the legal and statutory conditions for holding the Extraordinary General Meeting are not met on the date of 28.04.2022, the Extraordinary General Meeting shall take place on 29.04.2022, at the same address, at the same hour, with the same agenda and with the same reference date.

Willbrook Platinum Business & Convention Center, Soseaua Bucuresti - Ploiesti, Nr. 172-176, Cladirea A, Etaj 1, Bucuresti, Sector 1

Cod postal 015016, Telefon: [phone], Fax: [phone]

Capital social subscris şi integral varsat: 414.807.823,75 RON Inmatriculat la O.R.C. de pe langa T.M.B. sub nr. J40/7228/2018, C.I.F. RO 1553483 impactsa.ro

Only the persons registered as shareholders at the reference date of 15.04.2022 (the "Reference Date") in the register of shareholders of the Company held by Depozitarul Central S.A. have the right to attend, and vote in, the Ordinary and Extraordinary General Meetings of Shareholders.

Attached the Calling Notice of the Ordinary and Extraordinary General Meeting of Shareholders of IMPACT DEVELOPER & CONTRACTOR SA for 28/29 April 2022

CALLING NOTICE

The Board of Directors (the "Board of Directors") of IMPACT DEVELOPER & CONTRACTOR S.A., a joint-stock company registered and operating under the laws of Romania, headquartered in Romania, Bucharest, 172-176 Bucuresti-Ploiesti Street, Willbrook Platinum Business & Convention Center, Building A, District 1, registered with the Bucharest Trade Registry Office within Bucharest Court under No. J40/7228/2018, Sole Registration Code 1553483 (the "Company"), validly met on 24.03.2022, the quorum requirements being fulfilled, with the participation of the directors in charge of the Company, namely Mrs. Iuliana-Mihaela Urda, as the Chairperson of the Board of Directors, Mrs. Ruxandra-Alina Scarlat, Mr. Daniel Pandele and Mr. Sorin Apostol, and INTREPID GEM SRL, by the natural person permanent representative of the legal person, Mr. Petru-Ion Vaduva, as members of the Board of Directors,

in accordance with the provisions of Company Law No. 31/1990, republished, as further amended and supplemented ("Law No. 31/1990"), Law No. 24/2017 regarding issuers of financial instruments and market operations ("Law No. 24/2017"), Regulation No. 5/2018 on issuers of financial instruments and market operations, and the articles of incorporation of the Company ("Regulation No. 5/2018"), and the articles of incorporation of the Company, hereby

CALLS

• III. The Ordinary General Meeting of Shareholders of the Company (the "Ordinary General Meeting"), on the date of 28.04.2022, 10.00 a.m., at the headquarters of Impact Developer & Contractor SA, 172-176 Bucuresti-Ploiesti Street, District 1, Bucharest, Building A of Willbrook Platinum Business & Convention Center, Ground Floor. In case the legal and statutory conditions for holding the Ordinary General Meeting are not met on the date of 28.04.2022, the Ordinary General Meeting shall take place on 29.04.2022, at the same address, at the same hour, with the same agenda and with the same reference date.

• IV. The Extraordinary General Meeting of Shareholders of the Company (the "Extraordinary General Meeting"), on the date of 28.04.2022, 10.30 a.m., at the headquarters of Impact Developer & Contractor SA, 172-176 Bucuresti-Ploiesti Street, District 1, Bucharest, Building A of Willbrook Platinum Business & Convention Center, Ground Floor. In case the legal and statutory conditions for holding the Extraordinary General Meeting are not met on the date of 28.04.2022, the Extraordinary General Meeting shall take place on

Willbrook Platinum Business & Convention Center, Soseaua Bucuresti - Ploiesti, Nr. 172-176, Cladirea A, Etaj 1, Bucuresti, Sector 1

Cod postal 015016, Telefon: [phone], Fax: [phone]

Capital social subscris şi integral varsat: 414.807.823,75 RON Inmatriculat la O.R.C. de pe langa T.M.B. sub nr. J40/7228/2018, C.I.F. RO 1553483 impactsa.ro

29.04.2022, at the same address, at the same hour, with the same agenda and with the same reference date.

Only the persons registered as shareholders at the reference date of 15.04.2022 (the "Reference Date") in the register of shareholders of the Company held by Depozitarul Central S.A. have the right to attend, and vote in, the Ordinary and Extraordinary General Meetings of Shareholders.

I.

THE ORDINARY GENERAL MEETING OF SHAREHOLDERS shall have the following agenda:

• 1. Approval of the consolidated Report of the Board of Directors for the fiscal year 2021.

• 2. Approval of the individual annual financial statements for 2021 prepared in accordance with Order of the Minister of Public Finance No. 2844/2016 for the approval of the accounting regulations compliant with the International Financial Reporting Standards (IFRS) and audited according to the Report of the financial auditor for the fiscal year 2021.

• 3. Approval of the consolidated annual financial statements for 2021 prepared in accordance with the International Financial Reporting Standards (IFRS) and audited

• according to the Report of the financial auditor for the fiscal year 2021.

• 4. Approval of distribution of the net profit achieved in 2021, amounting to RON 64,849,401, in accordance with the proposals of the Board of Directors, as follows:

  a) Legal reserve: RON 22,124,481;

  • b) Coverage of retained earnings from restatement: RON 7,463,584;

  • c) Undistributed result carried forward: RON 35,261,336.

• 5. Approval of the release of liability of the administrators for the fiscal year 2021.

• 6. Approval of the activity program and approval of the income and expense budget for the fiscal year 2022, in accordance with the information materials.

• 7. Approval of the remuneration of the members of the Board of Directors and the Chairperson of the Board of Directors: i.e. EUR 3,000 gross/month and EUR 4,600 gross/month of the Chairperson of the Board of Directors.

• 8. Approval of the Company's Remuneration Policy, in accordance with the information materials.

• 9. Approval of the Report for the remuneration of the Company's leaders for the year 2021.

• 10. Election of the external financial auditor, for the fiscal year 2022, following the expiry of the current financial auditor's mandate.

Willbrook Platinum Business & Convention Center, Soseaua Bucuresti - Ploiesti, Nr. 172-176, Cladirea A, Etaj 1, Bucuresti, Sector 1

Cod postal 015016, Telefon: [phone], Fax: [phone]

Capital social subscris şi integral varsat: 414.807.823,75 RON Inmatriculat la O.R.C. de pe langa T.M.B. sub nr. J40/7228/2018, C.I.F. RO 1553483 impactsa.ro

• 11. Approval of the participation of the members of the Board of Directors in the "Stock Option Plan 2022-2023" type program implemented by the Company under the following conditions:

  • (a) The members of the Board of Directors having specific positions within the Board of Directors, according to the regulation on its activity, have the right to participate in the "Stock Option Plan 2022-2023" type program, which represents additional remuneration according to Art. 153^18 (2) of Company Law No. 31/1990, being distributed a total maximum number of 900,000 shares.

  • (b) The Board of Directors shall determine the amount of the additional remuneration for each member of the Board of Directors, based on the Remuneration Committee's recommendations, according to Art. 153^18 (2) and (4) of Company Law No. 31/1990.

  • (c) For the members of the Board of Directors, the option right may be exercised after a period of 12 months from the date of granting the option right.

  • (d) The option rights shall be granted until 31 August 2022.

  • (e) After the lapse of the 12 month-period from the date of granting the option right, the members of the Board of Directors shall have to exercise this option right within one month.

• 12. Empowerment, with the possibility of substitution, of Mrs. Iuliana-Mihaela Urda to sign in the name of the shareholders the Meeting resolution, as well as any other documents in relation thereto and to fulfill any and all the formalities stipulated by law in order to obtain the registration and to ensure the opposability of the Meeting resolution towards third parties.

• 13. Approval of the date of 17 May 2022 as a registration date that serves for the identification of the Company's shareholders upon which the effects of the decisions passed within the Meeting convened by means of this Calling Notice are reflected (the "Registration Date").

• 14. Approval of the date of 16 May 2022 as Ex - Date.

II.

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS shall have the following agenda:

1.

Delegation of the duties to the Board of Directors regarding the change of the registered headquarters of the Company, from Bucharest, 172-176 Bucuresti-Ploiesti Street, Willbrook Platinum Business & Convention Center, Building A, District 1, Postal Code 015016, to Bucharest, District 1, 31-41 Drumul Padurea Mogosoaia Forest, Postal Code 014043.

Willbrook Platinum Business & Convention Center, Soseaua Bucuresti - Ploiesti, Nr. 172-176, Cladirea A, Etaj 1, Bucuresti, Sector 1

Cod postal 015016, Telefon: [phone], Fax: [phone]

Capital social subscris şi integral varsat: 414.807.823,75 RON Inmatriculat la O.R.C. de pe langa T.M.B. sub nr. J40/7228/2018, C.I.F. RO 1553483 impactsa.ro

• 2. Ratification of the Donation Offer authenticated under No. 160 on 01.02.2022 by notary public Mihai-Florin Aron, to the Bucharest Municipality, headquartered in Romania, Bucharest Municipality, 47 Regina Elisabeta Blvd., Postal Code 050013, District 5, Fiscal Code: 4267117, having as its object the following immovable asset: the plot of land located within the built-up area, located in Bucharest Municipality, District 1, 350-378 Aleea Teisani, 8-48 Drumul Padurea Mogosoaia, District 1, yards-construction category of use, having a surface area of 3,933 sq m, holding Cadastral No. 280505, registered with Land Book No. 280505 of Bucharest Municipality, District 1, and the donee has the obligation to build a nursery on the plot of land, together with all the necessary annexes and utilities.

  Together with the immovable asset forming the object of the donation agreement, the geotechnical and topographic study are transferred under a free title to the Bucharest Municipality, according to Order of the Minister of Development, Public Works and Administration No. 749 of 2 June 2021, for the approval of the technical regulation "Normative regarding the design, execution and operation of nursery constructions".

• 3. Approval of the implementation of the "Stock Option Plan 2022-2023" program

  Approval of the implementation of a "Stock Option Plan" type program that aims at granting option rights for the acquisition of shares free of charge by the employees, members of the Company's management, namely the members of the Board of Directors and the managers of the Company, in order to maintain and motivate them, as well as for rewarding them for the activity carried out within the Company. The program shall be carried out under the following conditions:

  • (a) Under the "Stock Option Plan 2022-2023" program, option rights shall be granted for a maximum number of 2,460,000 shares, distributed as follows: to the employees - a maximum number of 280,000 shares, to the representative managers - a maximum number of 1,280,000 shares and to the members of the Board of Directors - a maximum number of 900,000 shares.

  • (b) In the case of the option rights granted to employees and managers of the Company, the option right may be exercised after a period established by the decision of the Board of Directors for the implementation of the "Stock Option Plan 2022-2023" program, without the period being shorter than 12 months.

  • (c) The "Stock Option Plan 2022-2023" program shall be open to the Company's employees and managers, in observance of the non-discrimination principle.

  • (d) The "Stock Option Plan 2022-2023" program shall be open to members of the Board of Directors, subject to the approval of the Ordinary General Meeting of Shareholders.

  • (e) The Board of Directors shall be empowered to take all necessary measures and to fulfill all of the formalities required for the approval and implementation of the "Stock Option Plan 2022-2023" program, such as, but not limited to (i)

Willbrook Platinum Business & Convention Center, Soseaua Bucuresti - Ploiesti, Nr. 172-176, Cladirea A, Etaj 1, Bucuresti, Sector 1

Cod postal 015016, Telefon: [phone], Fax: [phone]

Capital social subscris şi integral varsat: 414.807.823,75 RON Inmatriculat la O.R.C. de pe langa T.M.B. sub nr. J40/7228/2018, C.I.F. RO 1553483 impactsa.ro