S C Sinteza S A : Notice of EGSM 15.03.2022

CURRENT REPORT ACCORDING TO THE REGULATION A.S.F. 5/2018

• DESTINATION OF THE REPORT: BUCHAREST STOCK EXCHANGE A.S.F.
• DATE OF REPORT: February 9 2022
• THE ISSUING COMPANY: SINTEZA S.A.
• SOCIAL HEADQUARTERS: Sos. Borsului nr.35, Oradea county BIHOR
• PHONE: [phone], FAX: [phone]
• UNIQUE REGISTRATION CODE AT THE TRADE REGISTER OFFICE : 67329
• REGISTRATION NUMBER AT THE TRADE REGISTER OFFICE: J / 05/197/1991
• SOCIAL CAPITAL SUBSCRIBED AND PAID-UP :9916888,50 LEI
• THE REGULATED MARKET FOR TRANSACTION OF THE ISSUED SECURITIES : BVB ( BUCHAREST STOCK EXCHANGE )

IMPORTANT EVENT TO BE REPORTED: CONVENING NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS for March 15, 2022

THE BOARD OF DIRECTORS of the company SINTEZA SA Oradea, based in Oradea, Sos. Borşului no.35, Bihor county, registered at ORC Bihor under no. J05 / 197/1991, having Unique registration code RO 67329 and the subscribed and paid -in share capital 9916888.50 LEI , gathered on 09.02.2022 , in accordance with the provisions of art. 117 of Law no. 31/1990 republished with subsequent amendments and completions, of Law no. 24/2017, of the FSA Regulation no. 5/2018 and of the Articles of Incorporation,

convened EXTRAORDINARY GENERAL ASSEMBLY OF THE SHAREHOLDERS on 15.03.2022 at 12.00 pm ,at the company's headquarters in Oradea, Sos. Borşului no.35, having the following

AGENDA:

1. Ratification of the Decision of the Board of Directors dated 04.08.2021, which has the following content:

"1. 12-month extension of the working capital line in the amount of 1,050,000 Euros from the current maturity

2. Extension of the maturity of the SGB issuance ceiling in the amount of 530,000 Euro by 12 months, until 21.09.2023, respectively extension of the withdrawal period until 19.09.2022, under the conditions imposed by Banca Transilvania, in this case the supplementation of the guarantee by setting up, until 15.10.2021, a mortgage in favor of BT on the building located in Oradea, Clujului

street no. 159, Bihor county, the property of Sinteza SA as well as the maintenance of the guarantees constitute in favor of Banca Transilvania, respectively

• Real estate mortgages on land and constructions, located in Oradea, Borsului str., no. 35, registered in CF no. 204333 and CF no. 204334 Oradea;
• Movable mortgage on accounts opened with Banca Transilvania;

The additional guarantee will be constituted both for the credit line and for the SGB issuance ceiling and will be subject to the approval of the EGMS of SINTEZA.

3. To authorize the General Manager of the company, Mr. STOIA TUDOR-IOAN , to represent the company, to sign the contracts for the extension of the working capital line, the contracts for the extension of the Letter of Guarantee Ceiling, the guarantee contracts, all legal acts and documents necessary in order to fulfill those decided in the above points. "

1. Ratification of the legal acts concluded by the management of the company in view of the extensions and the acts of constitution of the above mentioned guarantees;
2. Ratification of the Decision of the Board of Directors dated 09.02.2022 regarding the approval of contracting the following financing:

• Contracting a financing for the current activity, by Sinteza SA, from Unicredit Bank SA, in the amount of 330,000 euros, for a period of up to 18 months and establishing the following guarantees:

1. Real movable mortgage on current accounts opened with Unicredit Bank SA
2. The movable mortgage on the receivables and / or stocks of the company, according to the negotiations with the bank
   - Contracting a financing for the current activity, with SME Invest guarantee, by Sinteza SA from Unicredit Bank SA, amounting to RON 5,000,000, for a period of 36 months and establishing the following guarantees:

1. Real movable mortgage on current accounts opened with Unicredit Bank SA
2. SME Invest Guarantee

In order to carry out the credit relations with Unicredit Bank SA and to implement the aforementioned transactions, the power of attorney of Mr. Stoia Tudor, Romanian citizen, domiciled in Bucharest, as General Manager, so that in the name and for the Company, to represent it with full powers before the Bank, the central and local public authorities, as well as any other natural and / or legal persons, to negotiate / renegotiate and accept the contractual clauses, to sign all credit and guarantee agreements concluded with the Bank, including the additional documents will conclude as a result of the negotiations, as well as any other necessary documents in connection with these contracts or any other legal act concluded by the parties in connection with them, to conclude the insurance policies for the goods brought as collateral and to assign in favor from these Policies, to carry out any other activity that it will consider necessary for the purpose of s you mentioned.

4. Discussion and approval of the power of the Board of Directors to conclude legal acts in the name and on behalf of the company, by which to acquire, alienate, exchange, guarantee goods in the company's patrimony or to contract financing for current activities, working capital, investment loans, other intended, up to a value not exceeding EUR 1,563,000;

1. Approval of the sale of the building registered in CF 166722 Oradea , land with industrial and urban constructions, with an area of 9142 sqm, located in Oradea, Calea Clujului no. 159, owned by the company, at a price of EUR 560,000;
2. Approval of the sale the building registered in CF 10563 Sîntandrei, with the transfer of environmental obligations, land with constructions, with an area of 173411 sqm, located in Oradea owned by the company and establishing the sale price, based on the Evaluation Report prepared by the authorized appraiser Darian DRS SA;
3. Discussion and approval of the waiver of the property right over the land with an area of 1647 sqm (1438 sqm with cadastral no. 202584 Oradea and 209 sqm with cadastral no. 198244 Oradea), land owned by SINTEZA SA, in favor of Oradea Municipality;
4. To authorize the Chairman of the Board of Directors to sign on behalf of the shareholders the EGMS decisions and any other documents related to them, to fulfill any act or formality required by law to carry out the EGMS decisions, as in the name and on behalf of his company carry out the procedures regarding the sale of real estate, price negotiation, signing and concluding authentic pre- contracts / sale-purchase contracts, signing credit agreements, to fulfill all the necessary formalities related to the above purposes, in relations with competent authorities (notary, banks) including formalities. their publication and registration at the Trade Register Office or at any other competent authority (ASF, BVB, Depozitarul Central SA, other public or private entities). The Chairman of the Board of Directors may delegate all or part of the above powers to another person to fulfill this mandate.
5. Approval of the registration date, date 06.04.2022 , according to which the shareholders on whom the effects of the GMS decisions will be reflected will be identified, in accordance with the provisions of art. 87 of Law 24/2017 and the establishment of the date of 05.04.2022 as ex-dates according to art.2, letter l of the ASF Regulation no. 5/2018 ;

In case of non-fulfillment of the statutory conditions regarding the holding of the Assembly iN Extraordinary General Meeting of shareholders on the day shown, this meeting will be reconvened for March 16, 2022 at the same time, in the same place and with the same agenda.

The shareholders who have the right to participate in the general meetings are those who appear in the Register of shareholders kept by Depozitarul Central SA Bucharest, at the end of March 2 , 2022,

considered the reference date .

The shareholders registered on the reference date may participate and vote in the general meetings directly or may be represented by persons other than the shareholders, based on a special or general power of attorney granted according to the legal provisions. The access of the shareholders to the general meetings is made by the simple proof of their identity, made in the case of the individual shareholders with the identity document, and in the case of the legal shareholders and of the represented individual shareholders, with general power of attorney / special power of attorney . representing them.

Attorney (special power of attorney) or the general power of attorney will be drawn up in three original copies (one for the company, one for the principal and one for the agent) and are available in Romanian and English either from the company's personal headquarters or from the web www.sinteza.ro , starting with 11.02. 2022 , 12pm .

After completing and signing, the copy for the issuer will be submitted in person in original until 13

.03 .2022 on 12.00 pm in a sealed envelope with the statement written in clear and capital letters

"FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 15/16 .03.2022

• or sent by e-mail with extended electronic signature, at the company's headquarters, accompanied by a copy of the identity document or registration certificate of the represented shareholder, until 13.03.2022 , 12pm , at e-mail is [e-mail] .

Proxies will be accepted in either Romanian or English.

Shareholders registered on the reference date in the shareholders' register have the possibility to vote by mail, before the General Meetings of the Shareholders , by using the voting form by mail (in Romanian and / or English) .

The voting form (ballot) by mail in Romanian and English can be obtained starting with 11.02.2022 , 12 o'clock, pm , from the company's headquarters or from the website www.sinteza.ro .

The voting form (ballot paper) in Romanian or English, completed and signed by the shareholder together with all the accompanying documents, can be submitted as follows:

1. transmitted to the original company at its headquarters until 13.03.2021 at 12 o'clock in a sealed envelope with the written mention in clear and capital letters "FOR THE EXTRA-ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 15 / 16.03.2022" with legalization of signature by a notary public with a copy of the identity document or registration certificate of shareholder, by any form of courier,
2. sent by e-mail with extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature, until 13.03.2022 at 12 at [e-mail] mentioningthesubject "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 15 /
   16.03.2022" .

One or more shareholders who hold, individually or together, at least 5% of the share capital have the right to introduce, within maximum 15 days from the date of publication of the call, respectively the date of 27.02.2022, new items on the order of day of the General Meeting of Shareholders , provided that each item is accompanied by a justification or a draft decision proposed for approval by the General Meeting of the GMS, which will be sent to the company's headquarters in writing, until 27.02.2022 or 12, also have the right to present draft decisions for the items included or proposed to be included on the agenda of the GMS, a right that can be exercised in writing, by transmission to the company's headquarters, until 27.02.2022, 12 pm .

Requests for the introduction of new items on the agenda as well as draft decisions for these items shall be submitted to the Board of Directors only in writing, in a sealed envelope with the written statement in clear and capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF DATED SHAREHOLDERS DE 15 / 16.03.2022 ". The agenda completed with the proposed items will be republished in compliance with the requirements provided by law for convening the General Assembly.

The shareholders of the company may ask questions regarding the items on the agenda, no later than one working day before the date of the General Meeting, respectively 14.03. 2022 , they can also be submitted in writing, and will be submitted at the company's headquarters together with copies of documents that allow the identification of the shareholder, until 14.03.2022 , 12 pm.

The questions are submitted to the Board of Directors in writing, in original , in a sealed envelope with the written statement in clear and capital letters "FOR THE EXTRAORDINARY GENERAL

MEETING OF SHAREHOLDERS OF 15 / 16.03.2022 ". The company will formulate answers to questions on the website (in question-answer format) as soon as possible.

Special proxies, completed and signed voting form, requests for the introduction of new items on the agenda, the questions asked by shareholders , will be accompanied by the following documents (a) in the case of individuals photocopy of identity document signed for compliance with the original, respectively (b) in the case of legal entities photocopy of identity document of the legal representative, ascertaining certificate issued by the Trade Register, issued at most 3 months before the date of publication of the convening notice of the general meeting of shareholders, in original or in copy in accordance with the original.

In the current context, in order to prevent / limit the spread of COVID-19, in accordance with the legal provisions in force at the present date, the Company recommends to its shareholders to use mainly electronic means / remote interaction, including voting by mail as an alternative to physical participation in GMS. .

For the situation in which the shareholders will still want to exercise their right to vote by direct participation, the company will take preventive measures to protect against the spread of Covid-19 virus, but not limited to these, such as: disinfecting meeting rooms, requesting a statements on one's own responsibility regarding the state of health and measures in order to protect the company's staff, involved in the conduct of general meetings.

The company informs the shareholders that it will apply any restrictions in force at the date of the GMS regarding the number of participants or the conditions for participation in events held indoors.

The company will closely follow the evolution of the current epidemiological situation, informing the shareholders / investors about any relevant information regarding the development and participation in the GMS works.

Documents, materials on issues on the agenda, the total number of shares ISSUED and voting rights on the date of convocation, the draft decisions, the special proxy forms and the voting form by correspondence will be available in English to the shareholders both at the company's headquarters and on the website www.sinteza.ro , starting with the date of publication of this call, respectively 11.02. 2022 .

Additional information, including information on shareholders' rights, can be found on the website www.sinteza.roor can be obtained by phone: [phone], on weekdays, from Monday to Friday between 9.00-13.00 .

CHAIRMAN OF THE BOARD OF DIRECTORS

ALEXANDRU SAVIN