EVERGENT INVESTMENTS

EVER
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Evergent Investments S A : EGSM Resolutions - January 20, 2022

01/20/2022 | 04:06am

TO:

BUCHAREST STOCK EXCHANGE

FINANCIAL SUPERVISORY AUTHORITY

Financial Instruments and Investors Sector

Current report in accordance with: Law 24/2017, FSA Regulation no. 5/2018

Report date: January 20, 2022

Regulated market on which issued securities are traded: Bucharest Stock Exchange, Premium category

Extraordinary General Meeting of Shareholders Resolutions of

April 20, 2022

The Extraordinary General Meeting of EVERGENT Investments shareholders took place at the first convocation, on January 20, 2022, at the company's headquarters, in Bacau, 94C Pictor Aman street. All items on the agenda were debated and approved.

The main resolutions adopted are:

  1. Approval of the amendment and completion of the provisions of article 7, paragraphs 20-23 of EVERGENT Investments's Memorandum of Association.
  2. Approval of the reduction of EVERGENT Investments's share capital from 98,121,305.10 lei to 96,175,359.20 lei in accordance with and motivated by the EGMS Resolution no. 3 of April 29, 2021.
  3. Approval of a share buyback program ("Program 6") in order to reduce the share capital, by canceling the shares. The maximum number of shares that can be bought back is 23,100,000 and the price per share is 2.2 lei.
    A major objective of EVERGENT Investments is to reduce the discount between the net asset and the EVER trading price, so that to get closer to the net asset value per share. The new share buyback program, the sixth, pursues this goal, thus resulting in benefits for shareholders, such as: increasing the liquidity of the EVER share and the profit per share, for the shareholders who decide not to sell. Also, the possible increase of the stock market quotation will be added to the total return of the company's shareholders' portfolios.
    The average return of EVERGENT Investments capital distributions is 10.2% in the last 10 years (total distributions of 820,615,002 lei).
    In the same period, the company's data show that the total annualized return is 14.1% (capital appreciation and distributions).

The adopted resolutions are in the Annex.

Claudiu Doroș

President and CEO

Michaela Puşcaş

Compliance Manager

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

EVERGENT Investments Extraordinary General Meeting of

Shareholders Resolutions of January 20, 2022

  1. Holding the Extraordinary General Meeting of Shareholders on January 20, 2022

EVERGENT Investments Extraordinary General Meeting of Shareholders, headquartered in Bacău, 94C Pictor Aman street, Bacău county, registered in the Bacău Trade Register Office under number J4/2400/1992 and in the FSA Register under number PJR09FIAIR/040003, 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 January 20, 2022, 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 January 7, 2022, were entitled to participate and vote.

At the meeting attended individually, by representative or by correspondence a number of 52 shareholders, owning a total of 389,920,402 voting shares, representing 40.72% of the total voting shares of EVERGENT Investments share capital (total voting shares 957,563,544 representing 97.6% 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 held by the shareholders who were present or represented for the resolutions 1, 2, 4, 5, 6 and with at least two thirds of the voting rights held by the shareholders who were present or represented for the resolution no. 3 regarding the reduction of the share capital.

EVERGENT Investments Extraordinary General Meeting of

Shareholders of January 20, 2022

DECIDES

Resolution no. 1

Elects the secretariat of the extraordinary general meeting, consisting of 3 persons, from the company's shareholders, registered on the ballot papers, according to art. 129, para. (2) of Law no. 31/1990: Ardeleanu Silviu, Dolgos Iulia Georgiana, 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: 98.947.917,60, Depozitar: BRD - GSG, București, CIF: 2816642, EUID: ROONCR.J04/2400/1992

Nr. Registru ASF: PJR07¹AFIAA/040002, COD LEI: 254900Y1O0025N04US14, COD ISIN: ROSIFBACNOR0

Resolution no. 2

Approves the amendment and completion of the provisions of article 7, paragraphs 20-23 of EVERGENT Investments S.A.'s Memorandum of Association, with the following content: "Article 7, paragraph (20) The Board of Directors delegates the management of the Company to the CEO and Deputy CEO, who together form the Management Committee. The CEO and Deputy CEO may also be directors of the Company.

The CEO and Deputy CEO who comprise the Management Committee effectively lead the activity of the Company within the limits of its delegated powers.

The set-up and dissolution of the Management Committee shall be approved by a majority vote of the directors present.

The directors and managers who comprise the Management Committee conclude with the company Management and/or Directors' Agreements, prepared in compliance with the applicable legal framework. The content of these contracts concluded with the company shall be declared and/or made public when the applicable regulations require it.

Article 7, paragraph (21) The decisions of the Management Committee shall be taken by unanimous vote of its members.

In the event that decisions cannot be taken in the Management Committee due to non- compliance with the vote requirements, the subject under discussion shall be submitted to the Board of Directors for a decision.

Article 7, paragraph (22) The vote may not be cast by a representative in the Management Committee.

Article 7, paragraph (23) Between the meetings of the Management Board, the Management Committee shall carry out its activities within the established responsabilities. The Management Committee shall present at the meetings of the Board the decisions taken and the operations in progress."

Resolution no. 3

Approves the reduction of EVERGENT Investments share capital, pursuant to article 207 paragraph (1) letter c) of the Law no. 31/1990 regarding the companies, from 98,121,305.10 lei to 96,175,359.20 lei, namely with the amount of 1,945,945.90 lei, following the cancellantion of a number of 19,459,459 own shares acquired by the company, in accordance with and motivated by the EGMS Resolution no. 3 of April 29, 2021. Following the reduction, the share capital of EVERGENT Investments SA will be of 96,175,359.20 lei divided into 961,753,592 shares.

Approves the amendment of article 3 paragraph (1) of the Memorandum of Association following the decrease of the share capital, which will have the following content: "The share capital is 96,175,359.20 lei and is divided into 961,753,592 shares".

Resolution no. 4

Approves the running of a share buyback program ("Program 6") in compliance with the applicable legal provisions and having the following main characteristics:

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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  1. Program purpose: The company will buyback shares in order to reduce the share capital, by canceling the shares.
  2. Maximum number of shares that can be bought back: maximum 23,100,000 shares (maximum 2.402% of the share capital that will result after the operation of the reduction, according to item 3 on the agenda).
  3. Minimum price per share: the minimum purchase price will be the market price on the BSE from the moment the purchase is made.
  4. Maximum price per share: 2.2 lei.
  5. Program period: maximum 18 months from the date the resolution is published in
    Romania's Official Gazette, part IV
  6. The payment of the bought back shares will be made from from the distributable profit or from the available reserves of the company, entered in the last approved annual financial statement, except for the legal reserves registered in 2020 financial statements, according to the provisions of art. 103 index 1 of Companies' Law no. 31/1990.
  7. The acquisition of the shares will be carried out through market operations, in order to acquire a maximum of 23,100,000 shares, in order to reduce the share capital by canceling the shares.

Mandates the Board of Directors and its members individually to adopt all the necessary decisions in order to carry out the resolution on the running of the share buyback program.

Resolution no. 5

Approves the date of February 8, 2022 as registration date (ex-date: February 7, 2022) of the shrareholders impacted by the effects of the resolutions adopted by the Extraordinary General Meeting of Shareholders.

Resolution no. 6

Mandates the Board of Directors and its members individually to carry out the decisions adopted by the Extraordinary General Meeting of Shareholders. Empowers, with the possibility of substitution, the 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.

Claudiu Doroș

President and CEO

Michaela Puşcaş

Compliance Manager

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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Disclaimer

Evergent Investments SA published this content on 20 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 January 2022 09:05:09 UTC.

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