S C Promateris S A : GMS 14.09.2021 Project of Decision Extraordinary General Meeting of Shareholders

According to art. 6 paragraph (1), letter d) of the A.S.F. Regulation no.6/2009, published in the Official Gazette, Part I, no.588/25.08.2009, the company is obliged to make a draft resolution available to shareholders on its website during the period starting at least 30 days before the date of the general meeting and up to and including the date of the meeting.

DRAFT DECISION

of the

Extraordinary General Meeting of Shareholders on September 14, 2021

The Extraordinary General Meeting of Shareholders resolves the following:

1. With the unanimity/majority of the votes of the shareholders present or represented, i.e. ____
   votes, representing ___% of the valid votes cast, the partial and symmetrical split of PROMATERIS S.A. is approved, according to the split project approved by the Board of Directors of the Company on 28.06.2021, published in the Official Gazette no. 2707 of 02.07.2021, Part IV (hereinafter referred to as "Split Project").
2. With the unanimity/majority of the votes of the shareholders present or represented, i.e. ____
   votes, representing ___% of the valid votes cast, it is approved the Draft Partial and Symmetrical Split of PROMATERIS S.A., in the interest of the shareholders, according to art. 2501 let. a) of Law no. 31/1990, as drafted, signed, filed and published in the Official Gazette, through the Board of Directors of the Company and expressly ratifies all actions of the Company and the Board of Directors taken in connection with the shares contemplated by the Split Transaction and any resolution prior to the adoption of this resolution, such actions being approved, confirmed and authorized.
3. With the unanimity/majority of the votes of the shareholders present or represented, i.e. ____
   votes, representing ___% of the valid votes cast, it is approved that the demerger of the Company be carried out on the basis of the financial statements prepared for 31.12.2020 and audited by Deloitte Audit S.R.L., representing the reference date of the partial demerger according to the Demerger Project and in accordance with the legal provisions.
4. With the unanimity/majority of the votes of the shareholders present or represented, i.e. ____
   votes, representing ___% of the valid votes cast, it is approved the transfer in the interest of the shareholders of a part of the assets of the Company, representing the assets and liabilities of PROMATERIS S.A. to Obor Development S.A., a company to be established as a result of the demerger, as stated in the name reservation no. 478132/25.06.2021, issued by the National Trade
   Registry Office. ("Beneficiary Company"), by virtue of art. 2501 in conjunction with 238 et seq. of Law 31/1990 and approves the effects of the division, according to the Division Project. For clarity, Division by demerger does not have the effect of dissolving the Company. It will continue to exist after the division, the company elements (e.g. legal form, registered office, object of activity, etc.). remaining unchanged, including the main object of activity.
5. With the unanimity/majority of the votes of the shareholders present or represented, i.e. ____
   votes, representing ___% of the valid votes cast, the effective date of the demerger is approved as the date of registration of the new company (the Beneficiary Company) incorporated as a result of the demerger, in accordance with the provisions of art. 249 let. (a) of the Companies Law.
6. With the unanimity/majority of the votes of the shareholders present or represented, i.e. ____
   votes, representing ___% of the valid votes cast, the price to be paid by the Company to the shareholders exercising their right to withdraw under the terms of Article 134 of Law no. 31/1990, namely the amount of RON 4.8729/share established in accordance with the ANEVAR National Standards by valuation report no. 547/24.06.2021 by the valuation expert DARIAN DRS S.A. identified with ANEVAR ID no. 0027/01.01.2021, registered in the ASF register under no. PJR16EVPJ/120011 appointed by resolution no. 18074 /11.06.2021 pronounced by ORCT Ilfov in

file no. 63226/10.06.2021 for estimating the value of the Company's shares according to art. 91 of Law no. 24/2017 and contracted by the Company by contract no. 83/08.03.2021.

7. With the unanimity/majority of the votes of the shareholders present or represented, i.e. ____

votes, representing ___% of the valid votes cast, it is approved the reduction of the share capital of the Company as a result of the implementation of the split, by reducing the nominal value of the shares up to the minimum limit provided by law, i.e. RON 0.1 / share. Thus, the share capital of PROMATERIS will be reduced by RON 25.829.372,70, from RON 28.699.303 to RON 2.869.930,30, by reducing the nominal value of a share from RON 1/share to RON 0,10/share. The reduction is conditional on the approval by ORCT Ilfov of the operation of reduction of the share capital of the Company, pursuant to art. 207 para. (1) let. c of the Companies Law, from 30.406.541 shares to 28.699.303 shares and will operate according to the Splitting Project. Specifically, if no events of the nature described in points 9 and 10 below take place, the value of the Company's subscribed and paid-up share capital after the partial and symmetrical split will be RON 2.869.930,30 divided into 28.699.303 shares, each share having a nominal value of RON 0.1, held by the Company's shareholders as follows:

		Nominal share	Percentage of share
		capital	Share capital
Shareholders	No. shares	value
	(profit and loss	(RON)
		(RON)
		share)
Pogonaru	11.608.228	RON 0.1	40.45%	1.160.822,80
Florin Ion
NORD S.A	6.126.571	RON 0.1	21.35%	612.657.10
Georgescu
Tudor	3.290.930	RON 0.1	11.47%	329.093.00
Alexandru
Other natural
and legal	7.673.574	RON 0.1	26.74%	767.357.40
persons
shareholders
Total	28.699.303		100%	2.869.930,30

If the events described in points 9 and 10 below occur, the amount of the share capital of PROMATERIS will be equal to the difference between the total number of Promateris shares post- division, as shown in the Draft Division and in the table above, and the number of shares repurchased by the Company from the shareholders who will exercise their right of withdrawal, multiplied by the nominal value of RON 0.10 per share.

1. With the unanimity/majority of the votes of the shareholders present or represented, i.e. ____
   votes, representing ___% of the valid votes cast, it is approved to inform the shareholders of the Company about the options that may be expressed by them regarding the participation in the partial demerger, the way of validating the options and of establishing the shareholding structure of the Company after the cancellation of the shares according to the options validly expressed, according to the mechanism provided for in the Draft Division.
2. With the unanimity/majority of the votes of the shareholders present or represented, i.e. ____
   votes, representing ___% of the valid votes cast, the withdrawal from the Company of the shareholders who vote against the demerger of the Company or who do not participate in the

Extraordinary General Meeting of Shareholders but who express their option to withdraw within 30 days from the date of the adoption of the resolution of the General Meeting, according to the provisions of Article 8 of the Draft Division, is approved.

1. With the unanimity/majority of the votes of the shareholders present or represented, i.e. ____
   votes, representing ___% of the valid votes cast, it is approved the reduction of the share capital as a result of the repurchase by the Company of the shares of all shareholders who are not in favor of the split and who have validly exercised their right to withdraw from the Company, at a price of RON 4.8729 /share, which operation is to be completed by cancelling the shares thus acquired, in accordance with the provisions of art. 207, para. 1, let. c) of Law no. 31/1990, subject to the approval of the split operation by the competent court.
2. With the unanimity/majority of the votes of the shareholders present or represented, i.e. ____
   votes, representing ___% of the valid votes cast, it is approved (i) the establishment of the company Obor Development S.A., a company to be established as a result of the division, as stated in the name reservation no. 478132/25.06.2021, issued by the National Trade Registry Office, whose main activity will be NACE Code 6420 - Activities of holding companies and which will have its registered office in Bucharest, Str. Icoanei no. 20, parter, camera no. 2, sector 2, Romania, (ii) appointment as sole administrator of Obor Development S.A. for a term of 5 (five) years from the date of the establishment of the Beneficiary Company of THALEDA PROJECT ADVISORY S.R.L., a limited liability company having its registered office in Mun. Moreni, Str. Democratiei, no. 20, Dambovita County, registered at the Trade Register under no. J15/1507/2018, with sole registration code (SRC) no. 40200865 represented by Mr. Duduman Alexandru - George, and (iii) approval of the share capital and the shareholder structure of the Beneficiary Company, which, in the event that no events of the nature of those presented in points 9 and 10 above take place, will be as follows:

		Nominal	Percentage of share
		capital	Share capital
Shareholders	No. shares	share value
	(profit and loss	(RON)
		(RON)
		share)
Pogonaru Florin Ion	11.608.228	RON 0.9	40.45%	10.447.405,20
NORD S.A	6.126.571	RON 0.9	21.35%	5.513.913,90
Georgescu Tudor	3.290.930	RON 0.9	11.47%	2.961.837,00
Alexandru
Other natural and legal	7.673.574	RON 0.9	26.74%	6.906.216,60
persons shareholders
Total	28.699.303		100%	25.829.372,70

If the events described in paragraphs 9 and 10 above occur, according to the Division Project and taking into account the symmetrical nature of the division operation, the amount of the share capital of the Beneficiary Company will be equal to the number of shares not purchased by the Company from the shareholders who will exercise their right of withdrawal, multiplied by the nominal value of RON 0.90 of one share in the Beneficiary Company, and the shareholding structure will be updated accordingly according to the withdrawal options expressed.

For the sake of clarity, none of the shareholders of the Company will achieve any profit or loss from the operation of partial division, neither from an accounting nor from a tax point of view, the share of profit and loss of each shareholder is directly proportional to the percentage held in the value of the share capital, all shareholders keeping, after the partial and symmetrical division, the shares of

participation in the share capital and profit and loss both in the Company and in the newly established Beneficiary Company.

1. With the unanimity/majority of the votes of the shareholders present or represented, i.e. ____
   votes, representing ___% of the valid votes cast, the Articles of Incorporation of Obor Development S.A. are approved, as attached to this Resolution of the Extraordinary General Meeting of Shareholders;
2. By unanimity/majority of the votes of the shareholders present or represented, i.e. ____ votes, representing ___% of the valid votes cast, it is approved that in the case of approval of item 1 on the agenda, approve the amendment of Art. 7 para. 1 of the articles of association of PROMATERIS S.A., upon the completion of the operation of the company splitting, as follows:
   Article 7
3. 1. The share capital is [fill in the number resulting at the end of the split] RON, fully subscribed and paid up, divided into [fill in the number resulting at the end of the split] registered, ordinary, dematerialized shares with a nominal value of RON 0.1 each.
4. By unanimity/majority of the votes of the shareholders present or represented, i.e. ____ votes,

representing ___% of the valid votes cast, it is confirmed that all the shares referred to in art. 243 2, art. 243 3, art. 244 para. (1) letters b), d) and e), in accordance with the provisions of art. 2436

ofLaw31/1990. Consequently, ratifies the renunciation by the Board of Directors of the Company of all the shares mentioned in art. 2432, art. 2433, art. 244 para. (1) let. b), d) and e), possibility offered to

shareholders

by

the

provisions

art.

2436

of

Law

31/1990.

1. With the unanimity/majority of the votes of the shareholders present or represented, i.e. ____
   votes, representing ___% of the valid votes cast, it is approved to mandate the sole administrator of the Beneficiary Company to sign in the name and on behalf of the shareholders of the Beneficiary Company, the updated articles of association of the Beneficiary Company, as well as to carry out all legal formalities for the enforceability and execution of the resolutions adopted by the Resolution of the Extraordinary General Meeting of Shareholders, including, but not limited to, the signing of the contract for the closing of the registered office of the Beneficiary Company, the filing, taking of documents and signing on behalf of the Beneficiary Company, in relation to the Trade Register, the Ilfov Court and any other public or private entities involved so that the purpose of the Demerger Project and of this Resolution of the Extraordinary General Meeting of Shareholders is fulfilled.
2. By unanimous/majority vote of the shareholders present or represented, i.e. ____ votes, representing ___% of the valid votes cast, it is approved to mandate the Board of Directors to identify opportunities and enter into transactions for new investments to support the company's development strategy and its position as a regional leader in Central and Eastern Europe (CEE). Investment projects and/or acquisition of shareholdings in companies having a similar or complementary object of activity to the main object of activity of Promateris will be considered, within the limit of an own contribution of 25.000.000 EUR (twenty five million euros), cumulatively, until 31.12.2025.
3. With the unanimity/majority of the votes of the shareholders present or represented, i.e. ____
   votes, representing ___% of the valid votes cast, the Registration Date is approved in accordance with Article 86 paragraph 1 of Law 24/2017. The Registration Date of the shareholders on whom the effects of the resolution of the Extraordinary Meeting that will decide on the division of the Company will be passed is 29.09.2021. Setting ex data as 28.09.2021. As it is not proposed to adopt a decision involving payments to shareholders, the shareholders do not decide on the date of payment.
4. By unanimous/majority vote of the shareholders present or represented, i.e. ____ votes, representing ___% of the valid votes cast, the mandate of the Managing Director of the Company,

Mr. TUDOR ALEXANDRU GEORGESCU, to sign in the name and on behalf of the shareholders the resolution of the Extraordinary General Meeting of Shareholders, the updated articles of association of the Company and any other necessary documents and to carry out all legal formalities for the registration, publicity, enforceability and execution of the resolutions adopted by the resolution of the Extraordinary General Meeting of Shareholders, to file, take documents and sign for this purpose on behalf of the Company, in relation to the Trade Register, ASF, BVB, Central Depository and any other public or private entities involved so that the purpose of the Division Project and of this Resolution of the Extraordinary General Meeting of Shareholders is fulfilled.