Aquila Part Prod Com S A : Hotarari AGA O & E 23.02.2022

IMPORTANT EVENT: Resolutions of the Extraordinary General Shareholders Meeting and Ordinary General Shareholders Meeting of Aquila Part Prod Com S.A. of 23.02.2022

AQUILA PART PROD COM S.A.

RESOLUTIONS OF THE EXTRAORDINARY GENERAL SHAREHOLDERS

MEETING OF AQUILA PART PROD COM S.A.

No. 1 OF 23.02.2022

The extraordinary general shareholders meeting of Aquila Part Prod Com S.A., a joint stock company managed based on a one-tier system and operating according to Romanian law, with registered office in Romania, Prahova county, Ploiești, 105A Malu Roșu Str., registered at the Trade Register of Prahova Court under no. J29/2790/1994, tax code 6484554, having a subscribed and paid up share capital of RON 30,000,060 (the "Company"), duly and statutorily convened, according to art. 117 of Companies Law no. 31/1990, as republished,

Law no. 24/2017 on issuers of financial instruments and market operations and the secondary regulations issued in the application thereof, as well as according to art. 9 of the Company's Articles of Association, by publishing the convening notice in Romania's Official Gazette, Part IV no. 293/19.01.2022 and in the newspaper "Ziarul National" of 19.01.2022, as well as by sending the convening notice to Bucharest Stock Exchange and Financial Supervisory Authority as part of the current report of 18.01.2022, duly and statutorily assembled on 23.02.2022, 11:00 am, at the first call at Printex meeting room, located in Ploiești, 5 Poligonului Street, Prahova county, Printex building, by the presence in person or by attorney, as well as by casting votes by correspondence, of 50 shareholders registered in the shareholders register that held, as of the Reference Date 14.02.2022, 172,738,094 shares with voting rights, accounting for 86% of total voting rights (the "Meeting"),

RESOLVES

1. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence

Approves

To amend the Company's Articles of Association as follows:

1. IN sentence II of art. 6.1, the wording regarding the condition for the shares to be admitted to trading on a regulated market is removed, and the first sentence is removed completely. Thus, art. 6.1 will have the following content:
   "The Shareholders Register is kept by Depozitarul Central S.A. or by the entity appointed to operate the shareholders register for the companies the shares of which are admitted to trading on the BSE."
2. in sentence II of art. 9.3, the wording regarding the condition for the shares to be admitted to trading on a regulated market is removed. Thus, art. 9.3 will have the following content:
   "The convening notice, containing at least the information required by law, will be

published in Romania's Official Gazette, Part IV, in a widely spread newspaper and

on the Company's website. The convening notice will also be communicated to the Financial Supervisory Authority and the BSE and will be made public according to capital market legislation".

1. art. 14.1 is amended and will have the following content:
   "The Company is managed based on a one-tier system, by a Board of Directors formed of five (5) members appointed by the OGSM for a period of maximum 4 years, with the option of being re-elected for subsequent 4-year periods, save for the first members of the Board of Directors who were appointed for a period of 2 years."
2. art. 14.2 will be updated by the president of the Board of Directors after the appointment of two new members of the Board of Directors by the Company's
   Ordinary General Shareholders Meeting.
3. in art. 14.6 the wording regarding the condition for the shares to be admitted to trading on a regulated market is removed and it will have the following content:
   "The members of the Board of Directors may be elected using the cumulative vote method."
4. art. 15.5 is amended and will have the following content:
   "The meeting of the Board of Directors is legally assembled if at least three (3) members of the Board of Directors are present or represented and decisions may be made based on the vote of the majority of members of the Board of Directors present or represented at the meeting. In the event of a tie, the President of the Board of Directors will have the casting vote."
5. in art. 16.6, the wording regarding the condition to extend the structure of the Board of Directors to 5 members is removed and it will have the following content:
   "The Board of Directors will set up at least an Audit Committee and a Nomination and Remuneration Committee."

2. Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence

Approves

To increase the share capital by RON 150,000,300 (representing share premiums) from the current value of RON 30,000,060 to RON 180,000,360 by issuing 1,000,002,000 new shares having a nominal value of RON 0.15/share (the "Share Capital Increase") to be allocated free of consideration to the Company's shareholders registered in the shareholders register kept by Depozitarul Central - S.A. as of the record date (each shareholder will receive free 5 newly-issued shares for each share held as of the record date), as well as the following aspects in connection to the Share Capital Increase:

1. The Share Capital Increase will be carried out by partially incorporating the share premiums, to sustain the Company's current activity.
2. Amending the Company's Articles of Association following the Share Capital
   Increase, as follows:

1. Art. 4.1 is amended and will have the following content:
   "The Company's share capital is RON 180,000,360 fully subscribed and paid up, out of which RON 543,381.5 represents contribution in kind and RON 179,456,978.5 represents contribution in cash. The contributions in kind consist in assets contributed by the Company's founders equally in share capital increases approved by shareholders' decisions made while the Company was organised as limited liability company, and registered at the Trade Register Office accordingly."
2. Art. 4.2 is amended and will have the following content:
   "The share capital is divided in 1,200,002,400 shares with a nominal value of RON
   0.15 /share."
3. Annex 1 is amended and will have the following content:

1. Grant power of attorney to the Company's Board of Directors to carry out the Share
   Capital Increase, as well as to prepare and sign any and all the documents needed for the Share Capital Increase, including for updating the Company's Articles of
   Association.
2. Approve the following relevant dates in connection to the Share Capital Increase:

1. 11.03.2022 - record date for identifying the shareholders subject to the effects of the decision on the Share Capital Increase;
2. 10.03.2022 - ex date, date starting on which the Company's shares are traded without the rights derived from the decision on the Share Capital Increase;
3. 14.03.2022 - payment date for the free shares to be issued under the Share Capital Increase.

3 Based on the unanimity of votes validly cast at the Meeting by the shareholders present, represented or who voted by correspondence

Approves

To grant power of attorney to the president of the Board of Directors to sign the

EGSM decisions in the shareholders' name and to carry out any act or formality