SIF Muntenia : Procedure regarding the exercise of the votind rights at the SGOM Meeting of SIF Muntenia SA 25/26 OCTOBER 2023

PROCEDURE REGARDING THE EXERCISE OF THE RIGHT TO VOTE

at the Ordinary General Meeting of the Shareholders of

Societatea de Investiții Financiare Muntenia SA

dated 25/26 October 20231

I. PRELIMINARY CONSIDERATIONS

At the General Ordinary Meeting of the Shareholders of Societatea de Investiții Financiare Muntenia SA (hereinafter referred also to as "SIF Muntenia SA" or the "Company") dated 25/26 October 2023, all the shareholders of SIF MUNTENIA SA entered in the register of shareholders of the Company at the end of 12.10.2023 (as reference date) are entitled to participate and vote.

This procedure establishes the rules to be followed in order for the Company's shareholders to exercise their voting rights:

1. By representative, based on the forms of special power of attorney and general power of attorney, respectively;
2. By mail, based on the ballots submitted by mail;
3. Directly, in the meeting room of the General Meeting of the Shareholders (AGA). The registration of the participants at the meeting, in order to establish the quorum of the Ordinary General Meeting of the Shareholders (AGOA), shall be made between 09:00 - 09:30.

1. COMMON ISSUES AND RULES REGARDING THE EXERCISE OF THE RIGHT TO VOTE BY REPRESENTATIVE AND BY MAIL

1. The provision of the special power of attorney forms and of the ballots submitted by mail

The special power of attorney forms and ballot submitted by mail for open vote/secret vote are provided to the shareholders starting with 22.09.2023 (the dates mentioned in the Notice to Attend the AGA), they can be picked up from the Company's registered office or downloaded from the website www.sifmuntenia.ro. At the same time, the Company shall send the special power of attorney forms, or the ballots submitted by mail to the shareholders by postal service or courier, upon their written request. The Company shall provide to the shareholders the special power of attorney forms and the ballots submitted by mail both in Romanian and English. If the agenda of the meeting shall be supplemented, within the term provided by law and mentioned in the Notice to Attend, subsequent to the publication of the supplemented Notice to Attend, the special power of attorney forms and of the ballots submitted by mail filled in accordingly shall be made available to the shareholders.

2. The submission of the special power of attorney forms and of the ballots submitted by mail by the shareholders

The special power of attorney forms and the ballots submitted by mail filled in by the shareholders shall be sent to the Company in one of the following ways:

1. By postal service or courier, in original, to the address: SIF Muntenia SA - 46-48 Serghei Vasilievici Rahmaninov St., ground-floor, room no. 2, Sector 2, Bucharest;
2. By e-mail, at the address [e-mail], in .pdf format shall have incorporated, attached or logically associated the extended electronic signature of the applicant shareholder, in compliance with the requirements laid down by Law no. 455/2001;
3. In person, by signing them at the moment of submission at the Company's registered office, ground-floor,

room no. 2.

The shareholders may fill in and submit the special power of attorney forms or of the ballots submitted by mail either in Romanian or in English.

1 This is a translation from its Romanian version. In case of any difference between the Romanian and the English versions, the Romanian version shall prevail.

The submission of the special power of attorney forms or of the ballots submitted by mail with the Company shall be possible until no later than 23.10.2023 at 09:30.

The type of issue of the special power of attorney forms or the ballots submitted by mail. The identification of signatories

For a proper identification of the signatory shareholders of the special power of attorney forms or of the ballots submitted by mail, they must be issued only in the .pdf format made available by SIF MUNTENIA SA, complying with the following identification rules:

1. The special power of attorney forms or the ballots submitted by mail sent by postal service or courier shall either be signed by the shareholder-natural person or, as the case may be, by the legal representative of the shareholder-legal person, and the signature must be certified by a notary or lawyer.
2. The special power of attorney forms or the ballots submitted by mail sent by e-mail in .pdf format shall have incorporated, attached or logically associated the extended electronic signature of the shareholder or its legal representative, as the case may be, in compliance with the requirements laid down by Law no. 455/2001, certifying the capacity of legal representative;
3. The special power of attorney forms or the ballots submitted by mail filed in person at the registered office shall be signed at the Company's registered office by the shareholder-natural person or, as the case may be, by the legal representative of the shareholder-legal person (identified according to those provided for in Section II.3 regarding the identification of the shareholders) and shall be certified by the person specifically designated for that purpose by the Company.

3. Rules regarding the identification of the shareholders:

1. For the identification of the shareholders-natural persons - is necessary a copy of the identity document, certified with the wording "certified true copy", followed by the handwritten signature of the shareholder. In the case of shareholders-naturalpersons with no legal exercise capacity, the following additional documents shall be submitted as well:
2. • a copy of the identity document of the natural person acting as legal representative,
   • a copy of the document certifying the capacity of legal representative.

These documents shall also be certified with the wording "certified true copy", followed by the handwritten signature of the legal representative.

1. For the identification of the shareholders-Romanian legal persons, the following documents are necessary:
2. • a copy of the legal representative's identity document, certified with the wording "certified true copy", followed by the handwritten signature of the legal representative;
   • the capacity of legal representative shall be verified in the Register of Shareholders issued by Depozitarul Central for the reference date.

   If the information provided for in the Register of Shareholders issued by Depozitarul Central for the reference date do not allow the identification of the legal representative of the shareholder-Romanian legal person, the identification may be carried out based on a Confirmation of Company Details issued by the Trade Register, in original or certified true copy, or based on any other similar document, in original or certified true copy, issued by a competent Romanian authority. The documents certifying the capacity of legal representative shall be issued with no more than 3 months prior to the publication of the Notice to Attend of the meeting;

3. For the identification of the shareholders-foreign legal persons:
4. 1. • a copy of the legal representative's identity document, certified with the wording "certified true copy" in Romanian or English, followed by its handwritten signature;
      • the capacity of legal representative of the foreign legal person shall be taken from the Register of Shareholders issued by Depozitarul Central or shall be justified based on the documents certifying the capacity of legal representative of the foreign legal person, i.e. a document similar to the Confirmation of Company Details issued by the Trade Register, in original or certified true copy, with the wording "certified true copy" in English, followed by the handwritten signature, issued by the competent authority of the state where the shareholder is legally registered, certifying the capacity of legal representative. The documents certifying the capacity of legal representative shall be issued with no more than 3 months prior to the publication of the Notice to Attend of the meeting;
   2. For shareholders of the type of entity without legal personality:

• a copy of the legal representative's identity document, certified according to the original with the wording "certified true copy" in Romanian or English, followed by the handwritten signature;
• the capacity of legal representative shall be verified in the Register of Shareholders issued by Depozitarul Central for the reference date.
  If the information in the Register of Shareholders issued by Depozitarul Central for the reference date do not allow the identification of the legal representative of the shareholder of the type of entity without legal personality, this capacity can be proven based on other documents certifying the capacity of legal representative, issued by the competent authority or any other document certifying such capacity, in accordance with the legal provisions in force.

If the legal person / entity without legal personality also has a LEI Code2, it is obliged to know, to communicate to the company and, as the case may be, enter this LEI Code in the power of attorney / vote by mail.

If the documents stipulated in sub-sections (i) to (iv) above are prepared in a foreign language, other than English, they must be accompanied by a translation into Romanian or English, carried out by a sworn translator.

III. SPECIFIC ISSUES REGARDING THE EXERCISE OF THE VOTE BY REPRESENTATIVE

The representation of the shareholders in the AGA can also be done by persons other than the shareholders, based on a special or general power of attorney.

The shareholders may appoint their representative only in writing, under handwritten signature, in original, or by electronic document with extended electronic signature, in accordance with Law no. 455/2001 on electronic signature.

If a shareholder is represented by a credit institution providing custodial services, it shall be able to vote in the AGA based on the voting instructions received by electronic means of communication, without the need of a special or general power of attorney drafted by the shareholder. The custodian votes in the AGA exclusively in accordance with and within the limits of the instructions received from its customers as shareholders at the reference date.

The credit institution may participate and vote at the AGA provided that it submits to the Company's registered office no later than 23.10.2023, at 09:30, an affidavit, in original, signed by the legal representative of the credit institution and, as appropriate, stamped, stipulating:

1. clearly, the name of the shareholder on whose behalf the credit institution participates and votes at the AGA;
2. the credit institution provides custodial services to said shareholder.

1. Participation based on special power of attorney:

According to the legal provisions, the shareholders of the Company registered on the reference date may participate at the AGA by representative, based on a special power of attorney issued according to the legal provisions and to this procedure.

The special power of attorney forms may be acquired as indicated in Section II sub-section 1 of this procedure (The provision of the special power of attorney forms and of the ballots submitted by mail).

The special power of attorney forms shall be filled in 3 (three) original copies: one copy shall remain with the shareholder, one copy shall be given to the representative and one copy shall be submitted to the Company's registered office or shall be sent by postal service/courier at the Company's registered office or electronically at the e-mail address [e-mail] registered no later than 23.10.2023, at 09:30.

2 LEI code is a 20-character alphanumeric code, whose structure is based on the ISO 17442 standard and is a unique identifier for entities involved in financial transactions carried out in regulated markets and outside them (OTC): investment firms, credit institutions, investors with legal personality, issuers of financial instruments and the supporting assets of derivative products, financial and non-financial counterparties, owners or operators of trading places, etc.

The special power of attorney forms shall be filled in as follows:

1. The shareholder shall fill in its identification data, including the data of its legal representatives, as the case may be, as indicated in the special power of attorney forms.
2. The shareholder shall fill in the identification data of the representative, shareholder or not, as indicated in the special power of attorney forms.
3. For each item on the agenda that shall be put to the vote, the shareholder shall mark with an "X", according to its personal choice, one of the options "for", "against" or "abstain"; the discretionary vote is not permitted.
4. With regards to item 3 on the agenda of the AGOA, which requires a secret vote, the shareholder shall mark with an "X", according to its personal choice, one of the options "for", "against" or "abstain", for the person entered on the special power of attorney form by secret vote. The signed form, in original, shall be placed in a separate, closed envelope, with the clear wording on the envelope "Confidential - Power of attorney secret vote for the AGOA dated 25/26.10.2023" and shall be sent in turn along with the power of attorney form dedicated to the other items on the agenda of the AGOA and the related documents.
5. The shareholder or its legal representative, as the case may be, shall sign by hand and stamp, respectively, the special power of attorney forms.

REMARKS:

1. The special power of attorney forms which are not registered with the Company no later than 23.10.2023, at 09:30, shall not be taken into account.
2. The representative's participation at the meeting based on a special power of attorney form containing voting indications affected by procedural errors or that do not contain voting indications (for a specific item or for all) shall be relevant for the calculation of the quorum but shall not give the right to the representative to exercise the right to vote at the meeting for said resolutions.
3. When discussing at the General Meeting of the Shareholders, in accordance with the legal provisions, of some items not included on the published agenda, the representative may vote on them according to the interest of the represented shareholder.
4. The special power of attorney forms are valid only for the AGOA meeting called for 25/26.10.2023.
5. The receipt, centralisation, verification, validation and record keeping of the power of attorney forms shall be carried out by a committee appointed by the Company through its Manager, SAI Muntenia Invest S.A. The committee shall check the consistency of the data submitted in the power of attorney forms and those entered in the Register of Shareholders on the reference date, filling in and certifying the power of attorney forms according to this Procedure. The members of the committee must keep safe and ensure the secrecy of the options expressed in the power of attorney forms. The committee shall forward the status of the powers of attorney to the secretariat of the AGA meeting.
6. The same person may participate and vote at the meeting as representative of several shareholders of the Company, based on special power of attorney forms signed and submitted with the Company by the shareholders of the Company according to this procedure. The person representing several shareholders based on a special power of attorney casts the votes of the shareholders by totalling the number of votes "For", "Against" and "Abstain", without compensating them. The votes thus cast shall be validated in the AGA by the secretariat of the AGA meeting, based on the original copy of the special power of attorney submitted with the Company (according to the provisions of art. 203 of Regulation no. 5/2018 of the A.S.F. on issuers of financial instruments and market operations).
7. The special power of attorney forms shall be received and verified by the persons especially designated for this purpose by the Company.
8. In order for the special power of attorney forms to be valid, their signatory must be a shareholder on the reference date.
9. A shareholder may designate one person only to represent it at the AGA. However, if a shareholder holds shares in several securities accounts, this restriction shall not prevent it from designating a separate representative for the shares held in each securities account in relation to a particular general meeting.
10. A shareholder may designate by power of attorney one or more substitute representatives to represent it at the general meeting if the designated representative is unable to fulfil its mandate. If several substitute representatives are appointed by power of attorney, the order in which they shall exercise their mandate shall also be established.
11. The votes exercised by the representatives at the meeting must correspond exactly to the mandate granted by the power of attorney forms; the exercise of a vote in a different manner as compared to the voting

instructions from the special power of attorney forms shall lead to the annulment of the vote(s) for said item(s).

1. A shareholder is prohibited to cast different votes based on the shares it holds within the Company.
2. In order for the special power of attorney to give effects, the designated representative must be present at the AGA.
3. The revocation of the special power of attorney forms shall take place or shall be considered to have taken place under the following circumstances:
4. 1. The direct participation at the meeting of the shareholder who had signed said special power of attorney form, regardless if the shareholder exercises or not its right to vote.
   2. The receipt by the Company, within the deadline for the submission/transmission and registration of the special power of attorney forms, a new special power of attorney form (indicating the same representative or not) or, as the case may be, a ballot submitted by mail, signed and sent according to the provisions of this procedure.
   3. The receipt by the Company of an express revocation request for the special power of attorney form from the signatory shareholder of said special power of attorney form, if said request was signed and sent according to the provisions of this Procedure regarding the participation to the meeting by representative.
5. The special power of attorney forms shall not be taken into account if:
6. 1. they were not submitted to the Company in original or by e-mail with the extended electronic signature incorporated according to Law no. 455/2001 on the electronic signature, within the deadline provided for in this procedure;
   2. they are not accompanied by the documents provided for in this procedure;
   3. they do not include the identification data and/or the signature of the shareholder;
   4. they do not include the identification data of the representative (the one who is granted the power of attorney);
   5. other forms were used than those provided for by the Company.

The votes cast on the special powers of attorney are cancelled for procedural errors in the following situations: they are illegible; they contain contradictory or confusing options; they are cast conditionally. The votes with procedural errors are cancelled for the items on the agenda to which they refer, but the number of shares held by said shareholder shall be taken into account in the calculation of the presence quorum.

16. The provisions of this Section III (Specific issues regarding the exercise of the vote by representative) shall be completed accordingly with the provisions of Section II (Common issues and rules regarding the exercise of the vote by representative and by mail).

2. Participation based on general power of attorney:

The shareholders may participate by representative based on a General Power of Attorney allowing the designated representative to vote on all the issues discussed by the AGA, under the following cumulative conditions:

• the general power of attorney must be submitted with the Company no later than 23.10.2023, at 09.30, respectively, when it is first used, in copy, bearing the wording certified true copy under the representative's signature. The certified true copies of the powers of attorney are kept by the Company, mentioning this in the minutes of the General Meeting.
• the power of attorney must be valid for a period not exceeding 3 years, if the parties have not expressly provided for a longer period.
• the power of attorney must be granted by the shareholder, as customer, to an intermediary, as it is defined according to art. 2(1)(19) of Law 24/2017 or to a lawyer.
• the power of attorney must be filled in such a way so that it includes at least the following information:.
• 1. the shareholder's name;
  2. the representative's name (the person to whom the power of attorney is granted);
  3. the date of the power of attorney, as well as its validity period, by complying with the legal provisions; the power of attorneys bearing a subsequent date shall have the effect of revoking the powers of attorney previously granted;
  4. the mention that the shareholder empowers the representative in order to participate and vote on its behalf through the general power of attorney at the AGA for the entire holding of the shareholder on