S C Sinteza S A : Propunere politica de remunerare en

REMUNERATION POLICY - SINTEZA SA

The remuneration policy of SINTEZA SA establishes the guidelines regarding the remuneration of administrators and directors with a mandate contract, members of the management structure (non-executive - Board of Directors and executives - Directors, within the meaning of the Companies Law no. 31/1990 and of the Constitutive Act of

SINTEZA SA).

The policy aims to attract, recruit, retain and motivate highly qualified and experienced people, as members of the management structure (executive and non-executive), in accordance with the applicable legal framework, while ensuring the fulfillment of the strategic objectives of SINTEZA SA, of the company's business objectives and maximizing returns for shareholders.

This policy is developed in the interest of complying with the legislative framework and is based on the provisions of the following regulations:

1. Companies Law no. 31/1990.
2. Law no. 24/2017 regarding the issuers of financial instruments and operations.
3. The Articles of Association of Sinteza SA.

The remuneration policy is approved in the OGMS, and the Board of Directors is responsible for maintaining the remuneration policy and supervises its implementation, ensures that it complies with corporate governance rules, best market practices and is aligned with the strategy of SINTEZA SA, with the objectives, values, long-term interests of the shareholders, with the performance of SINTEZA SA, supervises the observance of this policy.

The general principles for establishing the remuneration policy of directors and directors with a mandate contract are the following:

• Motivating the most competent people in the management of the company
• Rewarding the achievement of objectives
• Promoting transparency on remuneration
• Maintaining competitiveness
• Prevention of conflict of interest.

General Meeting of Shareholders (hereinafter referred to as the GMS):

• sets the general limits of the remunerations and benefits granted to the members of the executive and non-executive management.
• establishes the remuneration of the members of the non-executive management.
• the remuneration policy is subject to the vote in the OGMS of the shareholders, on the occasion of each significant change and, in any case, at least once every 4 years.
  When establishing the remunerations and other benefits, the GMS, respectively the

Board of Directors, ensures that they are justified in relation to the specific duties of the respective persons and to the economic situation of the company, according to the law.

The remuneration of the members of the Board of Directors consists of a fixed monthly allowance within the general limits approved by the GMS.

In relation to the function performed within the Council, its members may receive an additional indemnity under the conditions established by a decision of the Council, within the general limits approved by the GMS.

If the GMS decides to terminate in advance the contract of any member of the non- executive management, which is not attributable to the member, he is entitled to receive a compensatory payment. This does not apply in case of misconduct.

The remuneration of the executive management, of the General Manager, consists in a fixed monthly remuneration, determined on the basis of the services provided and the responsibility of the position.

The executive management has the right to receive a performance bonus, determined by direct correlation with the total performance ratio of the key performance indicators identified and quantified in accordance with the terms of the mandate contract.

In case the Board of Directors of SINTEZA SA decides the early termination of the contract of the General Manager which is not imputable to him, the general manager has the right to receive a compensatory payment. This does not apply in case of misconduct.

The evaluation of individual performance takes into account both financial and non- financial aspects, such as personal skills and abilities, active involvement in company strategies, contribution to company results.

The criteria used to measure performance are the achievement of the EBITDA target as well as the achievement of individual and company objectives.

SINTEZA SA makes available to the public, on its website, the key elements of the remuneration policy.

This policy will enter into force after it's approval by OGMS SINTEZA SA.

Chairman of the Board,

Alexandru Savin