EVERGENT INVESTMENTS

EVER
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Evergent Investments S A : EGMS & OGSM resolutions - April 28, 2022

04/28/2022 | 06:05am

TO:

BUCHAREST STOCK EXCHANGE

Current Report according to: Law 24/2017, FSA Regulation 5/2018

Report date: April 28, 2022

FINANCIAL SUPERVISORY AUTHORITY

Regulated market on which the issued securities are traded:

Bucharest Stock Exchange, Premium Category

Financial Instruments and Investments Sector

Conducting the Extraordinary and Ordinary General Meetings of Shareholders on

April 28, 2022

The extraordinary and ordinary general meetings of EVERGENT Investments shareholders took place at the first convocation, on April 28, 2022, at the company's headquarters, in Bacau, 94C Pictor Aman street. All the items on the agenda were debated and approved in the Assemblies.

Among the most important decisions adopted are the following:

  • 1. Approval of a share buyback program - "Program 7". The company will buyback shares in order to reduce the share capital, by canceling the shares, as well as for carrying out "stock option plan" programs. The number of shares that can be bought back: maximum 28,025,000 shares (2.856% of the registered share capital), of which maximum 19,625,000 shares (2,000% of the registered share capital) through the public purchase offer, in order to reduce the share capital by canceling the shares, at a maximum price per share of 2.2 lei and a maximum of 8,400,000 shares through market operations (0.856% of the registered capital) for distribution to employees, directors and managers of the Company, within some "stock option plan" programs.

  • 2. Approval of the individual and consolidated financial statements for the financial year 2021, accompanied by the financial auditor's reports and the Board reports of

  • EVERGENT Investments for the financial year 2021.

  • 3. Approval of the distribution of dividends in the maximum amount of RON 62.3 million from the net result achieved in the financial year ended on December 31, 2021, comprised of the net profit and net gain reflected inretained earnings from the sale of equity instruments classified at fair value through other comprehensive income (FVTOCI) and of the gross dividend of 0.065 lei/share for the shareholders registered on May 18, 2022. The payment date is June 10, 2022. The dividend yield is 5.39% at the convocation date.

  • 4. Approval of the 2022 Activity Program and 2022 Income and Expenditure Budget.

Str. Pictor Aman 94C, Bacău 600164, România, T: +40 234 576 740, Fax: +40 234 570 062,office@evergent.ro, www.evergent.ro

Capital social: 98.121.305,10, Depozitar: BRD - GSG, București, CIF: 2816642, EUID: ROONCR.J04/2400/1992

Nr. Registru ASF: PJR09FIAIR/040003, COD LEI: 254900Y1O0025N04US14, COD ISIN: ROSIFBACNOR0

5. Approval of the mandate extension for the financial auditor Deloitte Audit SRL and of the duration of the contract for a period of 2 years, namely from January 1, 2023 to December 31, 2024.

The adopted resolutions are presented in Annex.

The Board of Directors of EVERGENT Investments maintains its shareholder remuneration policy through an optimal mix between a predictable dividend policy and annual buyback programs, which provide higher returns now and in the long run.

EVERGENT Investments continues the company's development strategy with a policy based on an allocation of resources that ensures a robust organic growth of the company and capital gain for shareholders.

We thank the shareholders who attended the General Meeting of Shareholders.

Claudiu Doroș

President and CEO

Gabriel Lupașcu Compliance Officer

Str. Pictor Aman 94C, Bacău 600164, România, T: +40 234 576 740, Fax: +40 234 570 062,office@evergent.ro, www.evergent.ro

Capital social: 98.121.305,10, Depozitar: BRD - GSG, București, CIF: 2816642, EUID: ROONCR.J04/2400/1992

Nr. Registru ASF: PJR09FIAIR/040003, COD LEI: 254900Y1O0025N04US14, COD ISIN: ROSIFBACNOR0

2

EVERGENT Investments Extraordinary and Ordinary General Meeting of

Shareholders Resolutions of April 28, 2022

A. Holding the Extraordinary General Meeting of Shareholders on April 28, 2022

The Extraordinary General Meeting of Shareholders of EVERGENT Investments, a company headquartered in Bacău, 94C Pictor Aman street, Bacău county, registered in the Trade

Register under number J04/2400/1992 and in the FSA register under number PJRO9FIAIR/040003, classified as a Retail Investors Alternative Investment Fund (FSA authorization no. 101 of June 25, 2021), and as Alternative Investment Fund Manager (FSA authorization no. 20 of January 23, 2018), ISIN ROSIFBACNOR0, sole registration code 2816642, EUID: ROONRC. J/04/2400/1992 and having the subscribed and paid-in share capital of 98,121,305.10 lei, carried out its works at the first call, on April 28, 2022 at 10:00 am, at the headquarter of the company from Bacau, in the "Ioan Maric" hall on the ground

floor. According to the convening notice, the persons who were shareholders on the reference date, on April 15, 2022, were entitled to participate and vote.

At the meeting attended individually, by representative or by correspondence a number of 59 shareholders, owning a total of 441.076.132 voting shares, representing 46,326% of the total voting shares of EVERGENT Investments share capital (total voting shares 952,118,316 representing 97.03% of EVERGENT Investments share capital).

The meeting of the General Assembly was chaired by Mr. Claudiu Doros, President of the Board of Directors and CEO of EVERGENT Investments.

Within the Extraordinary General Meeting, all the items on the agenda were debated and approved, in compliance with the statutory provisions (article 6 paragraph 19 of EVERGENT Investments Memorandum of Association) and the provisions of Law no. 31/1990 regarding the companies, namely with the majority of the votes cast by the shareholders who were present or represented.

EVERGENT Investments Extraordinary General Meeting of

Shareholders of April 28, 2022

DECIDES

Resolution no. 1

Elects the secretariat of the Extraordinary General Meeting, consisting of 3 persons - shareholders of the company registered on the ballot papers, according to art. 129, para. (2)

of Law no. 31/1990 on companies, namely: Ardeleanu Silviu, Pușcașu Marius Sebastian, Sofian Virginia.

Str. Pictor Aman 94C, Bacău 600164, România, T: +40 234 576 740, Fax: +40 234 570 062,office@evergent.ro, www.evergent.ro

Capital social: 98.121.305,10, Depozitar: BRD - GSG, București, CIF: 2816642, EUID: ROONCR.J04/2400/1992

Nr. Registru ASF: PJR09FIAIR/040003, COD LEI: 254900Y1O0025N04US14, COD ISIN: ROSIFBACNOR0

Resolution no. 2

Approves the running of a share buyback program ("Program 7"), abiding by applicable legal provisions and with the following main characteristics: a) Program purpose: The company shall buy-back shares in order to reduce its share capital, through share annulment, as well as in order to run "stock option plan" programs.

b) The number of shares that can be bought-back: maximum 28,025,000 shares (2.856% of registered share capital), of which maximum 19.625.000 shares (2,000% of registered share capital) through a public purchase offer, in order to reduce the share capital by cancelling the shares and maximum 8,400,000 shares through market operations (0.856% of the registered capital) in order to be distributed to the employees, directors and managers of the Company, within some "stock option plan" programs.

c) Minimum price per share: the minimum purchase price shall be the BSE market price on the time the purchase is made.

  • d) Maximum price per share: 2.2 lei.

  • e) Program duration: maximum 18 months from the date the resolution is published in

Romania's Official Journal, Part IV.

f) The payment of the bought-back shares shall be made from the distributable profit or from the company's available reserves, rentered in the last approved annual financial statement, except for the legal reserves registered in the 2021 financial statements, in accordance with the provisions of art. 103 index 1 of Companies' Law.

Approves the empowerment of the Board of Directors and individually of its members to adopt all the necessary decisions in order to carry out the resolution, with the maintenance of the mandate granted to the Board of Directors by the EGMS Decision no. 3 of April 18, 2019, published in the Official Gazette no. 2124 of May 21, 2019, part IV, regarding the adoption of all the necessary measures for the implementation of the "stock option plan"

programs.

Resolution no. 3

Approves the date of May 18, 2022 as registration date (ex-date: May 17, 2022) of the shrareholders impacted by the effects of the resolutions adopted by the Extraordinary General Meeting of Shareholders.

Resolution no. 4

Mandates the Board of Directors and its members individually to carry out the decisions adopted by the Extraordinary General Meeting of Shareholders. Approves to empower, with the possibility of substitution, the President CEO and / or the Deputy CEO to carry out all the legal procedures and formalities and to sign any documents necessary for the implementation of the resolutions of the Extraordinary General Meeting of Shareholders, including the formalities for publication and registration with the Trade Register.

Str. Pictor Aman 94C, Bacău 600164, România, T: +40 234 576 740, Fax: +40 234 570 062,office@evergent.ro, www.evergent.ro

Capital social: 98.121.305,10, Depozitar: BRD - GSG, București, CIF: 2816642, EUID: ROONCR.J04/2400/1992

Nr. Registru ASF: PJR09FIAIR/040003, COD LEI: 254900Y1O0025N04US14, COD ISIN: ROSIFBACNOR0

2

B. Holding the Ordinary General Meeting of Shareholders on April 28, 2022

The Ordinary General Meeting of Shareholders of EVERGENT Investments, a company headquartered in Bacău, 94C Pictor Aman street, Bacău county, registered in the Trade

Register under number J04/2400/1992 and in the FSA register under number PJRO9FIAIR/040003, classified as a Retail Investors Alternative Investment Fund (FSA authorization no. 101 of June 25, 2021), and as Alternative Investment Fund Manager (FSA authorization no. 20 of January 23, 2018), ISIN ROSIFBACNOR0, sole registration code 2816642, EUID: ROONRC. J/04/2400/1992 and having the subscribed and paid-in share capital of 98,121,305.10 lei, carried out its works at the first call, on April 28, 2022 at 11:00 am, at the headquarter of the company from Bacau, in the "Ioan Maric" hall on the ground floor. According to the convening notice, the persons who were shareholders on the reference date, on April 15, 2022, were entitled to participate and vote.

At the meeting attended individually, by representative or by correspondence a number of 59 shareholders, owning a total of 441.076.132 voting shares, representing 46,326% of the total voting shares of EVERGENT Investments share capital (total voting shares 952.118.316 representing 97.03% of EVERGENT Investments share capital).

The meeting of the General Assembly was chaired by Mr. Claudiu Doros, President of the Board of Directors and CEO of EVERGENT Investments.

Within the Ordinary General Meeting, all the items on the agenda were debated and approved, in compliance with the statutory provisions (article 6 paragraph 18 of EVERGENT Investments Memorandum of Association) and the provisions of Law no. 31/1990 regarding the companies, namely with the majority of the votes cast by the shareholders who were present or represented.

EVERGENT Investments Ordinary General Meeting of

Shareholders of April 28, 2022

DECIDES

Resolution no. 1

Elects the secretariat of the Ordinary General Meeting, consisting of 3 persons - shareholders of the company registered on the ballot papers, according to art. 129, para. (2)

of Law no. 31/1990 on companies, namely: Ardeleanu Silviu, Pușcașu Marius Sebastian, Sofian Virginia.

Resolution no. 2

Approves the consolidated financial statements for the financial year ended on 31st December 2021, prepared in accordance with Accounting Regulations compliant with the International Financial Reporting Standards (IFRS) applicable to entities authorized,

Str. Pictor Aman 94C, Bacău 600164, România, T: +40 234 576 740, Fax: +40 234 570 062,office@evergent.ro, www.evergent.ro

Capital social: 98.121.305,10, Depozitar: BRD - GSG, București, CIF: 2816642, EUID: ROONCR.J04/2400/1992

Nr. Registru ASF: PJR09FIAIR/040003, COD LEI: 254900Y1O0025N04US14, COD ISIN: ROSIFBACNOR0

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Evergent Investments SA published this content on 28 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2022 10:04:04 UTC.

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