Lion Capital S A : ITEM 3 on the Agenda of the EGM

ITEM 3 ON THE EGM AGENDA

Approval of Company's carrying out a buyback program - Program 8

The legal framework applicable to Buyback Program

The company's shares are traded on the regulated market. From this perspective, the buyback operation complies with the provisions of Law no. 31/1990, of the capital market legislation and of the Regulation (EU) no. 596/2014 on market abuse, and Delegate Regulation (EU) no. 1052/2016 supplementing Regulation (EU) no. 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buyback programmes and stabilisation measures.

As per the provisions of Art. 103^1 of Law no. 31/1990 on trading companies, republished, as amended, and supplemented, the buyback of shares may take place under the following conditions: "a) authorization for the purchase of own shares is given by the extraordinary general meeting of shareholders, that establishes the conditions to acquire the shares, mostly the maximum number of shares which is going to be purchased, the period for which the authorization is granted and which may not exceed 18 months as from the day the decision was published in the Official Gazette of Romania, Part IV and, in case of a purchase for a consideration, their minimum and maximum equivalent value; b) the nominal value of the own shares purchased by the company, including those already existing in its portfolio, cannot exceed 10% of the subscribed share capital;

• c) the transaction can only have as object fully paid shares;

• d) the payment of the shares thus purchased shall be done only out of the distributable profits or of the available reserves of the company, as registered in the last duly approved annual financial statement, except for the legal reserves."

Pursuant to Art. 104, par. (1) section a) of Law no. 31/1990 on trading companies, republished, as amended and supplemented, the restrictions stipulated in Art. 103^1 shall not apply to the shares purchased for the purpose of reducing the registered share capital.

Pursuant to Art. 105 of Law no. 31/1990, the shares so acquired by the company shall not give the right to receive dividends for the period while they are being held by the company. As per the same article, the right to vote conferred by the shares acquired by the company shall be suspended for the period while they are being held by the company.

The requirements for trading under the Buyback Program shall be performed observing the legal provisions, among which we mention as relevant the following:

• • concerning the price paid for repurchased shares in the buyback program, it cannot be higher than the price of the last independent trade and the highest current independent bid for LION shares.

• • in so far as volume is concerned, there cannot be purchased more than 25% of the average daily volume of the shares traded on the place the acquisition is being made;

• • the details of all transactions performed shall be publicly disclosed no later than the end of the seventh daily market session following the date of execution of such transactions.

Characteristics of the Buyback Program submitted for the approval of the extraordinary general meeting of shareholders

Under the provisions of Regulation (EU) no. 596/2014 on market abuse, the Company will repurchase own shares to distribute them free of charge to employees and members of company's leadership (administrators, executive directors), in order to foster their loyalty and reward them for their activity within the Company.

The minimum price to be paid per share is of RON 0.1 and the highest price to be paid per share is of RON 8.2473. The price for each transaction shall be determined under the provisions of Regulation (EU) no. 596/2014 on market abuse. Payment for the shares acquired under the program will be made the sources provided by law, namely of distributable profits or available reserves of the company, as recorded in the last approved financial statement, except legal reserves.

Program duration will be of maximum 18 months from the date of the publication of resolution of the extraordinary general meeting of shareholders in the Official Gazette of Romania, Part IV. The maximum number of shares that may be repurchased is 1,500,000 shares at most.

The program will include additional requirements required by law and the acquisition of shares under the Program will run through all market operations allowed by law, which may include public tender offers initiated by the Company, pursuant to the legal provisions.

To implement the Buyback Program, it is submitted for the approval of the extraordinary general meeting the empowerment of the Board of Directors to take all necessary measures and fulfil all formalities required for the fulfilment of the decision of extraordinary general meeting of shareholders.

The purpose of Buyback Program 8 is to distribute the shares free of charge to employees and members of company's leadership (administrators, executive directors), in order to foster their loyalty and reward them for their activity within the Company, pursuing the employees and management's commitment in increasing the efficiency of the administration act.

In accordance with item 4 of the agenda of the extraordinary general meeting, it is intended that the distribution of shares acquired under Program 8 will take place within a Stock Option Plan program type, which allows for the reduction of company's operating expenses.

Besides, through the repurchase transactions carried out by the Company, an increase in the liquidity of the shares issued by the Company is ensured during the buyback program, with possible beneficial effects in reducing the discount on which the shares are traded.

Estimated total cost of the buyback program, expected impact on shareholders' equity, sources for financing the operation

The total cost of the buyback program subject to shareholders' approval is influenced by the following main factors:

• ▪ the acquisition price of the shares to be repurchased;

• ▪ transaction costs (e.g., brokerage fees and other costs including regulatory fees);

• ▪ the number of shares to be repurchased under the program.

Depending on the above-mentioned factors, the following assumptions were used to estimate the potential total cost of the buyback program:

• ▪ Estimate of the acquisition cost of the repurchased shares in the following two scenarios: (i) the minimum price per share subject to the approval of the EGM (RON 0.1 / share); (ii) the maximum price per share subject to the approval of the EGM (RON 8.2473 / share).

• ▪ Estimate of transaction costs based on the manner of acquiring the shares (e.g. direct purchase from the market or public tender offer), based on the maximum contractual and regulatory fees.

• ▪ Number of shares to be repurchased - the maximum number of shares subject to the approval of the EGM.

In view of the above, the potential costs and impact on equity are estimated, as detailed in the following table:

Description	scenario for the minimum price subject to the approval of EGM	scenario for the maximum price subject to the approval of EGM
Maximum number of repurchased shares	1,500,000	1,500,000
Acquisition price (RON /share)	0.1000	8.2473
Acquisition value (RON)	150,000	12,370,950
Transaction costs (RON), of which:	71,912	227,668
brokerage fees	412	33,958
other expenses	71,500	193,710
Estimated potential impact on equity (RON)	221,912	12,598,618

000

950 668 958 710 618

Note: The estimates and assumptions presented above cannot stand for future investment decisions.

From an accounting perspective, the Company records the repurchased shares at the trade date as a decrease of equity (own capital), as per art. 75 of the ASF Norm no. 39/2015. Acquisition cost of repurchased shares is distinctly presented (under "Treasury Shares") item from brokerage fees and other transaction costs (reflected under "Losses on the repurchase of own shares")

The implementation of this buyback program will be made from own sources provided by law (established from net profit of previous periods)

The Company will duly inform the investors of the total cost of the buyback program and the impact on its equity, after the program has been executed.

RESOLUTION SUBMITTED FOR THE APPROVAL OF EGM on item 3 on the agenda

Approval of the execution of a buyback program ("Program 8") in compliance with applicable legal provisions and having the following main features:

(i) The purpose of Program 8: The Company will repurchase shares under the Program 8 for the distribution free of charge to employees and members of the Company's management (administrators, executive directors) in order to foster their loyalty and reward them for their activity within the Company, according to performance criteria to be established by the Board of Directors

• (ii) The maximum number of shares that may be repurchased: 1,500,000 shares at most;

• (iii) The minimum price per share: RON 0.1;

• (iv) The maximum price per share: RON 8.2473;

• (v) Duration of Program 8: a maximum of 18 months after publication of the decision in the Official Gazette of Romania,

Part IV;

(vi) The shares acquired under the Program 8 will be paid from sources permitted by law.

Besides its main characteristics, Program 8 will also include other requirements provided by law and which are not listed above. The acquisition of shares under Program 8 will be done through all market operations allowed by law, which may include public tender offers initiated by the Company, in accordance with the law. To implement the Program 8, the Board will be empowered to take all necessary measures and fulfil all formalities required, in compliance with the above-mentioned requirements.

Bogdan-Alexandru DRĂGOI

Chairman of the Board of Directors

This is an English translation of the Informative materials for the EGM Agenda, approved by the Board of Directors. The Company provides this translation for shareholders' reference and convenience. If the English version of this informative materials differ from the Romanian version, the latter prevails.