Sphera Franchise S A : Notice of OGSM & EGSM 28/29.04.2022

To:

BURSA DE VALORI BUCUREȘTI S.A. AUTORITATEA DE SUPRAVEGHERE FINANCIARĂ

CURRENT REPORT 14/2022

According to Law no. 24/2017 regarding issuers of financial instruments and market operations, ASF Regulation no. 5/2018 regarding the issuers of financial instruments and market operations and/or Rulebook of the Bucharest Stock Exchange Market Operator.

Date of report	24.03.2022
Name of the Company	Sphera Franchise Group SA
Registered Office	Bucharest, Romania
Address	Calea Dorobanților nr. 239, 2nd floor, Bucharest sector 1
Phone / Fax	[phone] / [phone]
Email	[e-mail]
Registration nr. with Trade Registry	J40/7126/2017
Fiscal Code	RO 37586457
Subscribed and paid share capital	581,990,100 RON
Total number of shares	38,799,340
Symbol	SFG
Market where securities are traded	Bucharest Stock Exchange, Main Segment, Premium
Category

Important events to be reported: Decision of the Board of Directors to convene Ordinary and Extraordinary General Meetings of Shareholders for 28/29.04.2022

Sphera Franchise Group S.A. (hereinafter referred to as the "Company") informs the market about the decision of the Board of Directors of the Company to convene the Ordinary General Meetings of Shareholders (OGMS) and the Extraordinary General Meeting of Shareholders (EGMS) of the Company for 28.04.2022 (the first call), respectively 29.04.2022 (the second call), at 10:00 AM (OGMS) and 12:00 PM (EGMS), local time. The agenda of the meeting as stipulated in the convening notice is attached to this current report.

The supporting materials for the items on the OGMS and EGMS agenda will be available to the shareholders starting with 28.03.2022 (end of day), in electronic format on the website of the company(www.spheragroup.com)and in hardcopy at the registry desk at the company's headquarters. The OGMS and EGMS convening notice will be published in the Romanian Official Gazette - Part IV and in one national newspaper.

CHAIRMAN OF THE BOARD OF DIRECTORS

Lucian Hoanca

CONVENING NOTICE

The Board of Directors of Sphera Franchise Group S.A., a joint stock company managed under a one-tier system, operating in accordance with Romanian law, having its registered office in Romania, 239 Calea Dorobanti, 2nd floor, office 4, 1st district, registered under the Trade Registry of Bucharest Court under number J40/7126/2017, fiscal identification code 37586457 (hereinafter referred to as the "Company"), in accordance with the provisions of article 117 of Companies Law 31/1990, republished, as further amended and supplemented (hereinafter referred to as the "Law 31/1990"), of Law 24/2017 regarding issuers of securities and market operations, as further amended and supplemented (hereinafter referred to as the "Law 24/2017"), of Regulation no. 5/2018 regarding issuers of financial instruments and market operations as further amended and supplemented (hereinafter referred to as the "R5/2018") and with article 10 of the Company's articles of association, hereby

CONVENES

THE ORDINARY GENERAL SHAREHOLDERS MEETING (the "OGSM")

On April 28th, 2022, 10 hrs. (Romania time), at Company's headquarters located in Romania, Bucharest, 239 Dorobanti Ave., 2nd floor - Ateneu Room, 1st District, for all the shareholders registered in the shareholders' registry kept by the Central Depository at the end of April 18th, 2022, set as the reference date for the OGSM, having the following agenda:

• 1. Approval of the Company's individual annual financial statements, for the financial year ended on 31.12.2021, drafted as per the International Financial Reporting Standards, based on the reports presented by the Board of Directors and the Company's financial auditor.

• 2. Approval of the Company's consolidated annual financial statements, for the financial year ended on 31.12.2021 drafted as per the International Financial Reporting Standards, based on the reports presented by the Board of Directors and the Company's financial auditor.

• 3. Approval of the discharge of liability for the Company's Board of Directors for the financial year ended on 31.12.2021.

• 4. Approval of the income and expenses budget and the business plan at consolidated level, for the

• financial year 2022.

• 5. Approval of the monthly remuneration granted to the members of the Company's Board of Directors, valid as of the date of the Ordinary General Shareholders Meeting, until the end of the mandate term (i.e. 30.05.2023), amounting EUR 4.000 (four thousand) net/month/member, EUR 4.000 (four thousand) net/month for the Chairman of the Board of Directors and EUR 150 (one hundred fifty) net/member/session as additional remuneration for the members of the Board of Directors who are also members of the consultative committees.

• 6. Approval of the Remuneration Policy of the Company, in accordnace with with the provisions of article 106 of Law 24/2017 regarding issuers of financial instruments and market operations, republished.

• 7. Submission of the Company's Remuneration Report, related to the the financial year ended on 31.12.2021, to the consultative voting of the OGSM, considering the provisions of article 107 para. (6) of Law no. 24/2017 regarding the issuers of financial instruments and market operations, republished.

• 8. Empower of the Chairman of the Board of Directors of the Company to fulfill, for and on behalf of the Company, of all ncessary formalities before Trade Registry, Official Gazette and/or any other public and/or private authorities, for the registration/filing of any of the resolutions adopted within the present OGSM dated April 28/29, 2022. The Chairman of the Board of Directors may, in his turn, to mandate any third parties that he deems competent, in order to fulfill entirely or in part of the above-mentioned tasks, within the limits of the mandate granted, his signature being fully valid and opposable to the Company.

AND

THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING

(the "EGSM")

On April 28th, 2022, 12 hrs. (Romania time), at Company's headquarters located in Romania, Bucharest, 239 Dorobanti Ave., 2nd floor - Ateneu Room, 1st District, for all the shareholders registered in the shareholders' registry kept by the Central Depository at the end of April 18th, 2022, set as the reference date for the EGSM, having the following agenda:

• 1. Approval of contracting by the Company, as borrower, together with US Food Network SA, of a credit facility from Intesa Sanpaolo Commercial Bank Romania SA, as a cash credit ceiling with Multicurrency option, up to a maximum amount of EUR 13.000.000, in which California Fresh Flavors SRL, US Food Network S.r.l. (Italy) and US Food Network SRL (Moldova) shall be guarantors, in the conditions mentioned in the supporting material available at the Company's registered office and on the Company's website, Investor Relations section- General shareholders meetings.

• 2. Granting mandate to the Company's Board of Directors in order to contract the banking facility mentioned at point 1 of EGSM agenda, fulfilling all and any required formalities in this sense, being further mandated to empower any third parties that he deems competent, in order to fulfill entirely or in part of the mandate granted.

• 3. Empower of the Chairman of the Board of Directors of the Company to fulfill, for and on behalf of the Company, of all ncessary formalities before Trade Registry, Official Gazette and/or any other public and/or private authorities, for the registration/filing of any of the resolutions adopted within the present EGSM dated April 28/29, 2022. The Chairman of the Board of Directors may, in his turn, to mandate any third parties that he deems competent, in order to fulfill entirely or in part of the above-mentioned tasks, within the limits of the mandate granted, his signature being fully valid and opposable to the Company.

Only the persons who are registered as shareholders as of the reference date April 18th, 2022 (the "Reference Date") in the Company's shareholders' registry kept by the Central Depository have the right to participate and vote in the OGSM/EGSM.

Shareholders' proposals regarding the general shareholders meeting

One or more shareholders representing, individually or collectively, at least 5% of the Company's share capital (hereinafter referred to as "Initiators") is/are entitled to:

a)add items on the agenda of the OGSM/EGSM, provided that each item is accompanied by a justification or a draft resolution proposed for adoption by the OGSM/EGSM; and

b) submit draft decisions for the items included or proposed to be included on the agenda of the OGSM/EGSM.

Initiators' requests for adding new items on the agenda, as well as the draft decisions for the items included or proposed to be included on the agenda of the OGSM/EGSM, together with the copy of the Initiator's valid identity card, may be submitted as follows:

a) submitted at the Company's registry located in Romania, Bucharest, 239 Dorobanti Ave., 2nd floor, office 4, 1st district, by the date of April 13th, 2022, 17:00 hours (Romania time), in a sealed envelope, with a clear written statement and in capital letters "FOR THE GENERAL SHAREHOLDERS MEETING OF SPHERA FRANCHISE GROUP S.A. HELD ON 28/29 APRIL 2022";

• b) sent to the Company's registry located in Romania, Bucharest, 239 Dorobanti Ave., 2nd floor, office 4, 1st district, by any form of courier with acknowledgment of receipt, so that it is registered as received at the Company's registry by the date of April 13th, 2022, 17:00 hours (Romania time), in a sealed envelope, with a clear written statement and in capital letters "FOR THE GENERAL SHAREHOLDERS MEETING OF SPHERA FRANCHISE GROUP S.A. HELD ON 28/29 APRIL 2022;

• c) sent via e-mail having extended electronic signature attached, incorporated according to Law no. 455/2001 regarding electronic signature, by the date April 13th, 2022, 17:00 hours (Romania time), [e-mail],with the subject "FOR THE GENERAL SHAREHOLDERS MEETING OF SPHERA FRANCHISE GROUP S.A. HELD ON 28/29 APRIL 2022".

The agenda supplemented with the items proposed by the afore-mentioned shareholders shall be published in compliance with the requirements stipulated by the law and the articles of association for convening the OGSM/EGSM, at least 10 days before the OGSM/EGSM date.

Questions about the general shareholders meeting

The Company's shareholders, regardless of their participation to the share capital, may submit written questions regarding the items on the agenda of the OGSM/EGSM, accompanied by the copy of the shareholder's valid identity document, as follows:

a) submitted at the Company's registry located in Romania, Bucharest, 239 Dorobanti Ave., 2nd floor, office 4, 1st district, by the date of April 27th, 2022 17:00 hours (Romania time), in a sealed envelope, with a clear written statement and in capital letters "FOR THE GENERAL SHAREHOLDERS MEETING OF SPHERA FRANCHISE GROUP S.A HELD ON 28/29 APRIL 2022";

b)sent to the Company's registry located in Romania, Bucharest, 239 Dorobanti Ave., 2nd floor, office 4, 1st district, by any form of courier with acknowledgment of receipt, so that it is registered as received at the Company's registry by the date of April 27th, 2022, 17:00 hours (Romania time), in a sealed

envelope, with a clear written statement and with capital letters "FOR THE GENERAL SHAREHOLDERS MEETING OF SPHERA FRANCHISE GROUP S.A HELD 28/29 APRIL 2022";

c) sent via e-mail having extended electronic signature attached, incorporated according to Law no. 455/2001 regarding electronic signature, by the date of April 27th, 2022, 17:00 hours (Romania time), [e-mail],with the subject "FOR THE GENERAL SHAREHOLDERS MEETING OF SPHERA FRANCHISE GROUP S.A HELD ON 28/29 APRIL 2022".

Participation in the general shareholders meeting

The access of the shareholders registered in the shareholders' registry as of the Reference Date and entitled to participate in the OGSM/EGSM is permitted by simple proof of their identity, made (i) in the case of individual shareholders, with their identity document or, (ii) in case of legal persons shareholders, with the identity document of the legal representative, and (iii) in case of represented legal persons and individual shareholders, with the power of attorney given to the person representing them, in accordance with the applicable legal provisions.

Shareholders registered as of the Reference Date in the Company's shareholders' registry kept by the Central Depository may participate in person (physically or online) or by representation in the OGSM/EGSM, each shareholder having the right to appoint any other individual or legal person as representative to participate and vote on his behalf in the OGSM/EGSM, subject to the provisions of art. 105 of Law no. 24/2017.

A shareholder may appoint one person to represent him in the OGSM/EGSM. However, if a shareholder owns shares in the Company in multiple securities accounts, this restriction shall not prevent him from appointing a separate representative for the shares held in each securities account in respect of a particular general meeting. However, the shareholder is prohibited from expressing different votes on the basis of the shares held by him in the Company's share capital.

In the case of participation by representation, the shareholder shall appoint a representative by a special power of attorney in the form provided to the shareholders by the Company, both in Romanian and in English language, or by a general power of attorney granted according to the terms described below.

A shareholder may appoint by power of attorney one or more substitute representatives who can assure his representation in the OGSM/EGSM in case the main representative appointed cannot fulfil his mandate. In case more substitute representatives are appointed by the power of attorney, the order in which they will exercise their mandate must be specified.

In case a shareholder is represented by a credit institution which performs custody services, the latter may vote in the OGSM/EGSM based on the voting instructions received by electronic communication means, without the shareholder having to issue a special or general power of attorney. The custodian shall vote in the OGSM/EGSM exclusively in accordance and within the limits of the instructions received from its clients who are shareholders as of the Reference Date.