TTS Transport Trade Services S A : EGSM resolution April 01, 2022

TTS

(TRANSPORT TRADE SERVICES) S.A.

BUCURESTI - ROMANIA

Nr. Reg. Com.: J40/296/1997

Cod Fiscal: RO 9089452

Capital social subscris si varsat: 30 000 000 LEI

Str. Vaselor nr. 27, 021253, Bucuresti, Romania Tel: [phone] | Fax: [phone]| www.tts-group.ro

CURRENT REPORT

according to Law no. 24/2017 on issuers of financial instruments and market operations and

Regulation no. 5/2018 on issuers of financial instruments and market operations

Report date: April 01'st 2022

Name of the issuing company : TTS (TRANSPORT TRADE SERVICES) S.A.

Registered office: 27 Vaselor street ,district 2, Bucharest

Phone/fax number: +4 021/210.29.07, 021/210.35.43

Sole Registration Code with the Trade Register Office: 9089452 Order Number in the Trade Register: J40/296/1997

Share capital: RON 30.000.000

Regulated market on which the issued securities are traded: Bucharest Stock Exchange - Premium Tier

(market symbol: TTS)

Important events to be reported:

TTS (TRANSPORT TRADE SERVICES) S.A. ("TTS") informs investors that the Extraordinary General

Meeting of Shareholders of TTS (TRANSPORT TRADE SERVICES) SA, convened in accordance with the legal provisions and the provisions of the Articles of Association of the Company, through the Call for the Ordinary General Meeting of Shareholders of the Company (EGSM) dated March 25, 2022, published in the Official Gazette of Romania, Part IV, no. 865 dated February 28, 2022, and in the newspaper Bursa, no. 38 of February 28, 2022, as well as on the Company's website at tts-group.ro, the section Investor Relations > General Shareholders Meetings > 2022 starting with February 28, 2022, met legally and by statute at the first convocation on April 01, 2022, at the OGSM participating personally, online, through a representative or by voting by mail, shareholders holding 17.946.828 shares, representing 59,823% of the total voting rights and of the share capital of the Company,

EGSM DECIDED THE FOLLOWING:

1.

Approval of the increase of the share capital of the Company with the amount of 30.000.000 lei, from 30.000.000 lei to 60.000.000 lei, without subscription and without shareholders contribution ("the Share Capital Increase"), by incorporating in the share capital the amount of 30.000.000 lei from the undistributed profits registered in the books of the Company as of 31.12.2020 and the issue in consideration of a number of 30.000.000 shares with a nominal value of 1 lei each to be distributed free of charge to all shareholders registered in the Shareholders Register on the Date of registration of the Share Capital Increase, with an allotment rate of 1 new share for each share held on the Date of registration of the Share Capital Increase. The increase of the Share Capital Increase aims at the execution of the decision OGSM held called for 1/4 April 2022 that has approved the Extraordinary Dividend.

UNICREDIT BANK S.A.;

SWIFT: BACXROBU

RON: RO63 BACX 0000 0030 0031 2003

Rev. 24022022

1/12

EURO: RO09 BACX 0000 0030 0031 2005

USD: RO36 BACX 0000 0030 0031 2004

TTS

(TRANSPORT TRADE SERVICES) S.A.

BUCURESTI - ROMANIA

Nr. Reg. Com.: J40/296/1997	Str. Vaselor nr. 27, 021253, Bucuresti, Romania
Cod Fiscal: RO 9089452	Tel: [phone] | Fax: [phone]
Capital social subscris si varsat: 30 000 000 LEI	[e-mail]| www.tts-group.ro

• 2. Approval of the following dates regarding the Share Capital Increase:

• 3. Approval of the amendment of the articles of incorporation of the Company, including Article 7 Share Capital, as follows:

Extraordinary Dividend Ex-date:	May 10, 2022;
Extraordinary Dividend Registration Date:	May 11, 2022;
Extraordinary Dividend Payment Date:	May 12, 2022

• (i) The title of the articles of incorporation is amended as follows: "ARTICLES OF INCORPORATION

  TTS (TRANSPORT TRADE SERVICES) S.A.

  Reg. No in the Comm. Reg. .: J 40/296/97; Unique Identification Code: 9089452

  (updated as a result of the Decision of the Extraordinary General Meeting of Shareholders of April 01, 2022)"

• (ii) Art. 1 The Name is amended as follows:

  •  the first paragraph is amended and will have the following content:

  "(1) The name of the Company is TTS (Transport Trade Services) S.A. ("The Company")."

  •  the second paragraph is amended and will have the following content:

  "(2) In any invoice, offer, order and other documents used in trade, emanating from the Company, the name, legal form, registered office, unique registration code, share capital, subscribed and paid shall be mentioned."

  •  the third paragraph is repealed.

• (iii) Art. 2 The Legal Form is modified and will have the following content: " The company is a Romanian legal entity with the form of a joint stock company and operates in accordance with the provisions of Romanian law."

• (iv) Art. 3 is amended and will have the following content: " The headquarters of the Company is in Bucharest, str. Vaselor no. 27, district 2."

• (v) Art. 4 The duration of the Company is modified and will have the following content: " The company is established for an undetermined period, starting from the date of registration in the Trade Register."

• (vi) Art. 7 is amended to read as follows: "Art. 7 Share capital

  The company has a share capital of 60.000.000 lei, fully subscribed and paid, divided into 60.000.000 shares with a nominal value of 1 lei each."

• (vii) Art. 8 și Art. 9 are repealed

• (viii) Art. 10 The increase of the share capital is modified and will have the following content: " Art. 8 Modification of the share capital

  (1) The company may increase its share capital in accordance with the law and this Articles of Incorporation.

  (2) The share capital may be increased, by issuing new shares or by increasing the nominal value of existing shares, in exchange for new contributions, in cash or in kind, or following the incorporation of reserves, except for legal reserves and reserves established on account for favorable differences in the

UNICREDIT BANK S.A.;

SWIFT: BACXROBU

RON: RO63 BACX 0000 0030 0031 2003

Rev. 24022022

2/12

EURO: RO09 BACX 0000 0030 0031 2005

USD: RO36 BACX 0000 0030 0031 2004

TTS

(TRANSPORT TRADE SERVICES) S.A.

BUCURESTI - ROMANIA

Nr. Reg. Com.: J40/296/1997	Str. Vaselor nr. 27, 021253, Bucuresti, Romania
Cod Fiscal: RO 9089452	Tel: [phone] | Fax: [phone]
Capital social subscris si varsat: 30 000 000 LEI	[e-mail]| www.tts-group.ro

revaluation of the company's assets, or profits or issue premiums, or by offsetting certain, liquid and due receivables with newly issued shares of the Company.

(3) In case of capital increase by contribution, in cash or in kind, the existing shareholders have a pre-emptive right to subscribe for the newly issued shares, in accordance with the law. Shares remaining unsubscribed after the exercise of the pre-emptive right may be canceled or offered to other investors, in accordance with the decisions of the competent statutory body.

(4) Shares issued in exchange for cash contributions will have to be paid in full on the date of subscription. The issue premiums will be paid in full on the date of subscription of the shares.

(5) The increase of the share capital by contribution in kind as well as the limitation or lifting of the right of preference are made according to the legal provisions applicable to issuers of financial instruments and market operations.

(6) The share capital may be reduced, in accordance with the law and this Articles of Association."

• (ix) Art. 11 is repealed

• (x) Art. 12 is amended and restructured in Article 9 - Article 12 as follows: "Art. 9 Characteristics of shares

  (1) The shares of the Company are registered, ordinary, indivisible, issued in dematerialized form and highlighted by registration in the account.

  (2) The company may also issue preferential shares with a priority dividend without the right to vote, in accordance with the law.

  Art. 10 The shares record

  During the period in which the shares issued by the Company are admitted to trading on a regulated market or on an alternative trading system, the register of the Company's shareholders and the record of the shares are kept by Depozitarul Central S.A. Bucharest, or by another independent registry company, in accordance with the legal provisions regarding the capital market.

  Art. 11	Transfer of shares
  (1)	The shares of the Company are freely transferable.
  (2)	The company may acquire its own shares, in accordance with the law.
  (3)	The Company will not grant advances or loans nor will it constitute guarantees for the

  subscription or acquisition of the Company's shares by a third party. These provisions do not apply to operations carried out in order to acquire shares by the beneficiaries of the "Stock Options Plan" reward programs".

  (4) During the period in which the shares issued by the Company are admitted to trading on a regulated market or on an alternative trading system, the transfer of shares may be carried out through the trading system of the regulated market or through the alternative trading system, or by direct transfer in the register of shareholders, in accordance with the law.

  Art. 12 Rights and obligations of shareholders

  • (1) The shares are of equal value and grant the owners equal rights, in accordance with the law.

  • (2) The holding of shares issued by the Company implies the legal adherence to this Articles of

  Incorporation.

  (3) The shareholders of the Company have the following rights, exercisable under the conditions of the law and of the Articles of Incorporation:

UNICREDIT BANK S.A.;

SWIFT: BACXROBU

RON: RO63 BACX 0000 0030 0031 2003

Rev. 24022022

3/12

EURO: RO09 BACX 0000 0030 0031 2005

USD: RO36 BACX 0000 0030 0031 2004

TTS

(TRANSPORT TRADE SERVICES) S.A.

BUCURESTI - ROMANIA

Nr. Reg. Com.: J40/296/1997	Str. Vaselor nr. 27, 021253, Bucuresti, Romania
Cod Fiscal: RO 9089452	Tel: [phone] | Fax: [phone]
Capital social subscris si varsat: 30 000 000 LEI	[e-mail]| www.tts-group.ro

i.

The right to participate in the benefits of the Company

• ii. The right to request the convening of a general meeting of shareholders.

• iii. The right to propose draft decisions of general meetings of shareholders

• iv. The right to propose the introduction of new items on the agenda of a general meeting of shareholders v. The right to request the election of the members of the Board of Directors of the Company by the method of cumulative voting

• vi. The right to nominate candidates for membership of the Management Board

• vii. The right to address questions to the Board of Directors on matters on the agenda of a general meeting of shareholders.

viii. The right to participate directly or through a representative in the general meetings of shareholders ix. The right to vote by correspondence on matters on the agenda of general meetings of shareholders x. Any other right provided by law

(4) Each ordinary share issued by the Company confers the right to one vote in the general meetings of shareholders, in accordance with the law.

(5) The shareholders' participation in the Company's losses and profits will be proportionate to the number of shares held by them.

• (6) The contribution of the shareholders to the share capital is not interest-bearing.

• (7) The social obligations are guaranteed with the social patrimony, and the shareholders are liable only up to the competition of the subscribed share capital.

(8) The patrimony of the Company may not be encumbered by debts or other personal obligations of the shareholders."

• (xi) T The title of "CHAPTER V THE MANAGEMENT OF THE COMPANY" is amended as follows: " CHAPTER V GENERAL MEETINGS OF SHAREHOLDERS"

• (xii) Art. 13 is amended and will have the following content: " Art. 13 Types of general meetings

  General meetings are ordinary and extraordinary."

• (xiii) Art. 14 The attributions of the Ordinary General Assembly are modified as follows:

  •  lett. i) from paragraph 2 shall be amended and shall have the following content: "i) to approve the remuneration report for the most recent financial year;"

  •  lett. j) from paragraph 2 shall be amended and shall have the following content: "j) to decide on any other issues on the agenda, which are not within the competence of the extraordinary general meeting of shareholders."

  •  the third paragraph is repealed.

• (xiv) Art. 15 The exercise of the right to vote in the Ordinary General Assembly is modified as follows:

  •  the title of the article is amended as follows:

  "Art. 15 Conditions for quorum and vote in the Ordinary General Meeting"

  •  the first paragraph is amended and will have the following content:

UNICREDIT BANK S.A.;

SWIFT: BACXROBU

RON: RO63 BACX 0000 0030 0031 2003

Rev. 24022022

4/12

EURO: RO09 BACX 0000 0030 0031 2005

USD: RO36 BACX 0000 0030 0031 2004

TTS

(TRANSPORT TRADE SERVICES) S.A.

BUCURESTI - ROMANIA

Nr. Reg. Com.: J40/296/1997	Str. Vaselor nr. 27, 021253, Bucuresti, Romania
Cod Fiscal: RO 9089452	Tel: [phone] | Fax: [phone]
Capital social subscris si varsat: 30 000 000 LEI	[e-mail]| www.tts-group.ro

" (1) The resolutions of the ordinary general meeting shall be valid if the shareholders participating in the meeting hold at least ¼ of the total number of voting rights, and the decisions are taken by a majority of the votes cast."

• (xv) Art. 16 The attributions of the Extraordinary General Assembly are modified as follows:

  •  in the first paragraph:

  - lett. d) and lett. l) is repealed

  - lett. f) renumbered lett. e) is modified and will have the following content: "e) reduction of the share capital or its replenishment by issuing new shares;"

  -	the letter f) is introduced with the following content:
  " f)	the acquisition of its own shares by the Company, in accordance with the law;"
  -	lett. g) is amended and will have the following content:
  " g)	the merger with other companies, or the division of the Company;"
  -	lett. i) is amended and will have the following content:
  " i)	change of object of activity;"
  -	lett. s) renumbered lett. r) is amended and will have the following content:
  " r)	any other amendments to this Articles of Incorporation, including the adoption of a new Articles

  of Incorporation;"

  - lett. t) renumbered lit. s) is amended and will have the following content: " s) any other issues included on the agenda, which require the approval of the extraordinary general meeting, according to the law."

  •  Paragraph (2) is inserted with the following content: " (2) The attributions provided in paragraph (1) lett. b) and letter i) are delegated to the Board of Directors, except for the change of the main field of activity and the main activity of the Company, which remain in the competence of the Extraordinary General Meeting"

• (xvi) Art. 17 The exercise of the right to vote in the Extraordinary General Assembly is modified and will have the following content: " Art. 17 Quorum and voting conditions in the Extraordinary General Assembly

  (1) At the first call of an extraordinary general meeting, the deliberations shall be valid if the shareholders participating in the meeting represent at least 1/4 of the total number of voting rights, and at the subsequent calls of such an extraordinary general meeting, the deliberations are valid if the shareholders participating in the meeting represent at least 1/5 of the total number of voting rights.

  (2) Decisions shall be taken by a majority of the votes of the shareholders participating in the meeting.

  (3) The decision to modify the main object of activity of the Company, to reduce or increase the share capital, or to change the legal form, merger, division or dissolution of the Company shall be taken by a majority of at least 2/3 of the rights. held by the shareholders participating in the meeting.

  (4) In other cases expressly provided for by the legislation in force, the quorum shall be met and decisions shall be taken under the conditions laid down in those regulations."

• (xvii) Art. 18 The call of the general meeting of shareholders is amended as follows:

  •  the first paragraph is amended and will have the following content: " (1) The general meeting shall be called by the Board of Directors."

UNICREDIT BANK S.A.;

SWIFT: BACXROBU

RON: RO63 BACX 0000 0030 0031 2003

Rev. 24022022

5/12

EURO: RO09 BACX 0000 0030 0031 2005

USD: RO36 BACX 0000 0030 0031 2004