SIF Muntenia : Current Report on the convening of SIF Muntenia SA Shareholders Ordinary Meeting for 25/26 October 2023

CURRENT REPORT
Current Report according to:	Law 24/2017, FSA Regulation 5/2018
Report date:	19.09.2023
Name of the issuing entity:	Societatea de Investiţii Financiare MUNTENIA SA
Registered office:	Bucureşti, Splaiul Unirii nr. 16, Bucureşti, sector 4
Phone/fax number:	021.387.3210 / 021.387.3265
Sole Registration Code:	3168735
Order number in the Trade Register:	J40/27499/1992
Subscribed and paid-up share capital:	78.464.520,10 lei
Regulated market on which issued	Bucharest Stock Exchange
securities are traded

Important event to be reported:

The Decision of the Board of Directors of SAI MUNTENIA INVEST S.A. at the meeting held on 19.09.2023 regarding the convening of SIF MUNTENIA S.A. Shareholders General Ordinary Meeting for 25/26 of October 2023

CONVENING NOTICE

FOR SHAREHOLDERS' ORDINARY GENERAL MEETING

FOR SIF MUNTENIA S.A.

Societatea de Administrare a Investiţiilor Muntenia Invest S.A., the manager of Societatea de Investiții Financiare (SIF) Muntenia S.A., hereinafter also referred to as "the Company" or "SIF Muntenia S.A.", based in 46-48 Serghei Vasilievici Rahmaninov St., the ground floor, room 2, District 2, Bucharest, registered with the National Trade Register Office under number J40/27499/1992, Sole Registration Code 3168735, with a subscribed and paid-up share capital of RON 78,464,520.10, entered in the FSA Register under no. PJR09FIAIR/400005/09.07.2021, authorised under the FSA Authorisation no. 151/09.07.2021, according to the provisions of art. 117 of the Companies Law no. 31/1990, Law no. 243/2019 on the regulation of alternative investment funds and amending and supplementing various legislative acts, Law no. 24/2017 on issuers of financial instruments and market operations, the regulations issued by the Financial Supervisory Authority ("FSA"), and considering the provisions of the Articles of Incorporation of the Company,

HEREBY CONVENES

The Shareholders' Ordinary General Meeting ("SOGM") for 25.10.2023, at 9.30 AM at the address in Bucharest, 46-48Serghei Vasilievici Rahmaninov St., the ground floor, room 1, District 2, for all the Company shareholders entered in the Company Shareholder Register kept by Depozitarul Central S.A. as at the end of 12.10.2023, considered to be the reference date..

In case of non-fulfilment of legal and statutory quorum conditions on the first convening date, a new meeting shall be convened for 26.10.2023, at 9.30 AM, at the address in Bucharest, 46-48 Serghei Vasilievici Rahmaninov St., the ground floor, room 1, District 2, with the same agenda.

SOCIETATEA DE INVESTITII FINANCIARE MUNTENIA SA Autorizata prin Decizia CNVM 1513/15.07.1999, Înscrisa in Registrul A.S.F. cu nr. PJR09FIAIR/400005/09.07.2021

Înregistrata in Registrul de Evidenta a Operatorilor de Date cu Caracter Personal cu nr. 26531

Capital social: 78.464.520,10 LEI, Înregistrata la ORC: J40/27499/1992, CUI: 3168735, Cont bancar: RO59BRDE450SV00951424500 B.R.D. - G.S.G.

Administrata de SAI MUNTENIA INVEST SA, Autorizata prin Decizia C.N.V.M. nr. D 6924 / 17.07.1997, Reautorizata prin Decizia C.N.V.M. nr. 110 / 13.01.2004,

Înscrisa in Registrul A.S.F. cu nr. PJR05SAIR/400006/13.01.2004, Înscrisa la Registrul A.S.F. ca AFIA cu nr. PJR07.1AFIAI/400005/21.12.2017

The reference date for shareholders' vote participation in the second convened meeting remains the same, namely 12.10.2023.

The Shareholders' Ordinary General Meeting shall have the following AGENDA:

1. The appointment of the secretariat for the meeting, made up of three members, namely Mr.
   Gheorghe Marcel, Ms. Stratan Ana and Ms. Drișcu Adelina, with the identification data available at the Company headquarters. Mr. Gheorghe Marcel will be the secretary who prepares the minutes for the meeting. The proposed persons are shareholders of SIF Muntenia S.A.
2. The appointment of the committee for counting the open votes/secret ballots expressed by the shareholders for the items on the agenda of the meeting, namely Mr. Gheorghe Marcel,
   Ms. Stratan Ana and Ms. Drișcu Adelina, with the identification data available at the Company headquarters.
3. The appointment of the financial auditor, KPMG Audit SRL, according to the Audit Committee recomendation and as approved by the Board of Director of SAI Muntenia Invest SA, for a period of two years, from 01.05.2024, for the 2024-2025 financial years and the entrusting of the Sole Director with the negotiation and conclusion of the audit contract (secret ballot).
4. The approval of the date of 15.11.2023 as the record date and the date of 14.11.2023 as the ex-date, according to the provisions of art. 87, paragraph (1) of Law no. 24/2017 on issuers of financial instruments and market operations and the FSA Regulation no. 5/2018 on issuers of financial instruments and market operations.

The Company share capital is made up of 784,645,201 registered shares, with a face value of RON 0.1, which are dematerialised and indivisible, and each share gives the right to one vote within the Shareholders' General Meeting, except for shares with a suspended right to vote, according to the provisions of art. 105, paragraph (2) of Law no. 31/1990.

Documents related to the Shareholders' Ordinary General Meeting

All materials related to the Agenda of SOGM, the special Power of Attorney forms, the ballot papers for the vote by correspondence, the draft Decisions of the General Meeting, as well as the Procedure for exercising the right to vote shall be made available to shareholders starting on 22.09.2023.

The above-mentioned documents shall be made available to shareholders at the Company headquarters in Bucharest, 46-48 Serghei Vasilievici Rahmaninov St., the ground floor, room 2, District 2, every day, from Monday to Friday, between 10:00 and 12:00. Moreover, the documents may be accessed and/or downloaded from the Company website, at: www.sifmuntenia.ro, the "Investor's Section - Corporate Events": SIF Muntenia S.A. SOGM of 25/26.10.2023".

Shareholders may request copies of such documents in writing, against payment of an amount of RON 0.1 per page. This right shall be exercised in compliance with the methods of submission and the shareholder identification procedure listed below for the exercise of rights of supplementing of the agenda for the meeting or the submission of draft decisions, respectively.

According to art. 130(2) of Law no. 31/1990, there shall be a secret ballot for appointing the financial auditor, namely item 3 on the SOGM Agenda, and, for the other items, there shall be an open vote.

Item 1 - Shareholders' right to insert new items on the Agenda of the Meeting and to submit proposals for decisions in relation to the items on the Agenda of the Meeting

One or more shareholders representing, either individually or jointly, at least 5% of the Company share capital may:

1. Add items on the Agenda of the Meeting, provided that each item is accompanied by a justification, or a draft decision proposed for adoption by the Shareholders' General Meeting; and may
2. Submit draft decisions for the items included or proposed for inclusion on the Agenda of the Meeting.

Requests for supplementing the Agenda and proposals for draft decisions submitted by the shareholders shall be published on the Company website, www.sifmuntenia.ro.

The rights referred to under letters (a) and (b) above may only be exercised in writing, and the proposals made shall be submitted by courier service or by electronic means, under the law, no later than 05.10.2023 inclusive. Requests prepared with a view to exercising the above-mentioned rights shall include the following entry, on each page, written clearly in capital letters: "FOR THE

SHAREHOLDERS' ORDINARY GENERAL MEETING FOR SIF MUNTENIA S.A. OF 25/26.10.2023" and may be sent to the Company headquarters or to the email address listed in subsection I.1.

I.1. - Methods of submission of the documents

Documents may be submitted as follows:

• By courier service, to the headquarters of SIF Muntenia S.A. in Bucharest, 46-48 Serghei Vasilievici Rahmaninov St., the ground floor, room 2, District 2, in original form;
• By email to [e-mail]. Scanned copies of the documents shall be sent as attachments, as pdf. files, incorporating, attaching or logically associating the requesting shareholder's advanced electronic signature. Only documents bearing the advanced electronic signature complying with the requirements of Law no. 455/2001 regarding the electronic signature shall be accepted.

Irrespective of the method of submission, requests shall be signed by the shareholders or by their representatives. In any event, the requests shall be accompanied by one of the following documents:

1. The proof of the capacity of shareholder, in original form, i.e. the statement of account issued by Depozitarul Central S.A. or, as the case may be, by participants providing custodial services, issued no more than 48 hours before the date of submission of the request, showing the capacity of shareholder and the number of shares held;
2. Documents certifying the registration of the information regarding the legal representative with Depozitarul Central S.A. or with participants providing custodial services, respectively (art. 194 of the FSA Regulation no. 5/2018 on issuers of financial instruments and market operations): the statement of account showing the capacity of shareholder and the number of shares held, together with documents certifying the registration of the information on the legal representative with Depozitarul Central S.A. or with the authorised custodian (art. 105(11) of Law no. 24/2017 on issuers of financial instruments and market operations).

Shareholders for whom the verification of the identity or of the capacity of the signatory (signatories) is reflected by the certificate attached to the electronic signature used shall be exempted from submitting the documents listed under sub-sections 1) and 2) above.

I.2. - Rules for shareholders' identification

1. For the identification of shareholders who are individuals, a copy of the identity document, certified by the entry "certified true copy", followed by the shareholder's handwritten signature, is required. In the case of shareholders who are incapable individuals under the law, the following additional documents shall also be submitted:
2. • A copy of the identity document of the individual acting as the legal representative;
   • A copy of the document proving the capacity of legal representative.

These documents shall also be certified by the entry "certified true copy", followed by the legal representative's handwritten signature.

1. For the identification of shareholders that are Romanian legal persons, the following documents are required:
2. • A copy of the legal representative's identity document, certified by the entry "certified true copy", followed by the legal representative's handwritten signature;

• The capacity of legal representative shall be checked in the Company Shareholder Register kept by Depozitarul Central S.A. for the reference date.

If the information featured in the Shareholder Register kept by Depozitarul Central S.A. for the reference date does not allow the identification of the legal representative for a shareholder that is a Romanian legal person, the identification may be made based on a confirmation of company details issued by the National Trade Register Office, in original form or as a certified true copy, or based on any other document with a similar purpose, in original form or as a certified true copy, issued by a competent Romanian authority. Documents certifying the capacity of legal representative shall be issued no more than three months prior to the publication of the Meeting Convening Notice;

1. For the identification of shareholders that are foreign legal persons:
2. • A copy of the legal representative's identity document, certified by the entry "certified true copy" in Romanian or in English, followed by the handwritten signature thereof;
   • The capacity of legal representative of the foreign legal person shall be verified by checking the entries in the Company Shareholder Register kept by Depozitarul Central S.A. or shall be justified based on documents certifying the capacity of legal representative of the foreign legal person, i.e. documents with a legal effect equivalent to a confirmation of company details issued by the National Trade Register Office, in original form or as a certified true copy, via the "certified true copy" entry in English, followed by the handwritten signature, issued by the competent authority of the state where the shareholder is legally registered, which certifies the capacity of legal representative. Documents certifying the capacity of legal representative shall be issued no more than three months prior to the publication of the Meeting Convening Notice;
3. For shareholders such as entities without legal personality:
4. • A copy of the legal representative's identity document, certified as a true copy by the entry "certified true copy" in Romanian or in English, followed by the handwritten signature;
   • The capacity of legal representative shall be verified by checking the entries in the Company Shareholder Register kept by Depozitarul Central S.A. as at the reference date.

If the information in the Company Shareholder Register kept by Depozitarul Central S.A. does not allow the identification of the legal representative for shareholders such as entities without legal personality, such capacity may be proved based on other documents certifying the capacity of legal representative. These documents shall be issued by competent authorities and shall certify the capacity of legal representative according to the legal provisions in force.

If the documents referred to in sub-sectionI.2(i)-(iv) are drawn up in a foreign language other than English, they shall be accompanied by a translation into Romanian or into English, prepared by a sworn translator.

Item II - Shareholders' right to ask questions concerning the Agenda

Shareholders may exercise the rights laid down in art. 198 of the FSA Regulation no. 5/2018 on issuers of financial instruments and market operations by 18.10.2023 at the latest. Questions shall be submitted in writing using one of the methods specified in sub-section "Item I.1" hereof. The capacity of shareholder shall be proved according to the requirements set out in sub-section "Item I.2" hereof.

Detailed information on the above-mentioned shareholders' rights is available on the website of SIF Muntenia S.A., at www.sifmuntenia.ro.

Item III - Participation in the Shareholders' General Meeting

All Company shareholders entered in the consolidated Shareholder Register drawn up by Depozitarul Central S.A. for the end of 12.10.2023 (the reference date) may participate in the Shareholders' General Meeting for SIF Muntenia S.A.

Shareholders may attend the General Meeting either directly or by way of an attorney-in-fact.

III.1. Direct participation in the Shareholders' General Meeting

Shareholders entitled to participate in the Shareholders' General Meeting shall be allowed access by simply proving their identity, i.e. in the case of shareholders who are individuals, by way of the identity document thereof or, in the case of shareholders that are legal persons, by way of their legal representative's identity document and, in the case of legal entities and shareholders who are represented individuals, by way of the power of attorney given to the person representing them, according to the applicable legal provisions. III.2. Participarea la adunarea generală a acționarilor prin reprezentant

III.2. Participation in the Shareholders' General Meeting by way of a representative Shareholders may also be represented at the Shareholders' General Meeting by persons other than the shareholders, based on a special or general power of attorney.

A special power of attorney may be granted to any person for the purposes of representation in a single general meeting and contains specific voting instructions from the shareholder, clearly specifying the voting option for each item on the Agenda of the Shareholders' General Meeting. In this case, the provisions of art. 125(5) of the Companies Law no. 31/1990 do not apply. If, within the Shareholders' General Meeting, items not included on the published Agenda are discussed, in accordance with the legal provisions, the attorney-in-fact may vote on them according to the represented shareholder's interest.

Special power of attorney forms shall be filled out and signed by the shareholder in three copies:

1. A copy shall be handed over to the attorney-in-fact;
2. The second copy shall remain with the represented shareholder;
3. The third copy shall be delivered in person or submitted to the headquarters of SIF Muntenia S.A. according to the rules presented in sub-section "Item I.1" no later than 23.10.2023 at

9.30.

If the special power of attorney is submitted by courier service, the shareholder's signature shall be certified by a notary public or by a lawyer.

In the case of shareholders who are incapable and in the case of shareholders that are legal persons, the special power of attorney shall be signed by their legal representative.

The identification of shareholders and their legal representatives shall be performed according to the rules set out in sub-section "Item I.2" hereof.

Shareholders may grant a general power of attorney valid for a term not exceeding three years, allowing their respective representatives to vote on all matters up for debate within the Shareholders' General Meeting, for one or more issuers identified in the power of attorney, either on an individual basis or via a generic wording referring to a certain category of issuers, including on issues referring to transfers, provided that the power of attorney is granted by the shareholder, as the customer or client, to an intermediary defined according to the provisions of art. 2(1)(19) of Law no. 24/2017 on issuers of financial instruments and market operations or to a lawyer.

General powers of attorney, with the minimum content laid down in art. 202 of the FSA Regulation no. 5/2018 on issuers of financial instruments and market operations, shall be submitted to the Company at least 48 hours before the Shareholders' General Meeting, in the form of a copy, featuring the entry "certified true copy", followed by the representative's handwritten signature. Certified copies of the powers of attorney shall be kept by the Company.

The general power of attorney shall be accompanied by a solemn declaration made by the legal representative of the intermediary or by the lawyer that has received the power of attorney for representation purposes, showing that the power of attorney is granted by the relevant shareholder, as the customer or client, to the intermediary or to the lawyer, as the case may be, and that the