Ordinary/Extraordinary Shareholder Meeting 20/21.05.2026
CONVOCATION
The Board of Directors of ROMCARBON SA with headquarters in 132 Transilvania Street, Buzau, Buzau County, registered at the Buzau Trade Registry Office under no.J10/83/1991, gathered in meeting on 15.04.2026, CALLS FOR:
ORDINARY GENERAL MEETING OF SHAREHOLDERS (OGMS), on 20.05.2026, respectively 21.05.2026 – second convocation, at 12:00, at the company’s headquarters in 132 Transilvania Street, Buzau, Buzau County, with the following Agenda:
1.Presentation, discussion and approval of the annual report of the Board of Directors for the fiscal year 2025.
2.Presentation and approval of the individual financial statements for the financial year 2025 in accordance with International Financial Reporting Standards (IFRS) based on: Directors’ Report and External Financial Auditor’s Report for the financial year 2025.[download the document here]
3.Presentation of the report of the external financial auditor BDO Audit SRL, on the consolidated financial statements for the financial year 2025.[download the document here]
4.Presentation and approval of the consolidated financial statements, for the financial year 2025 in accordance with International Financial Reporting Standards (IFRS) based on: Directors’ Report and External Financial Auditor’s Report for the financial year 2025.[download the consolidated financial statements HERE][and the Sustainability Statement Annex HERE]
5.Presentation of the report of the external financial auditor BDO Audit S.R.L., regarding the consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) for the financial year 2025.[download the audit report for the consolidated financial statements HERE][and the audit report for the Sustainability Statement Annex HERE]
6.Presentation and approval of the Annual Report for 2025, prepared in accordance with ASF Regulation No.5/2018 on issuers and operations with securities and the Corporate Governance Code of the Bucharest Stock Exchange.[download the document here]
7.Approval to discharge the members of the Board of Directors for the work in fiscal year 2025.
8.Approval to contract services for the statutory audit of the company for the financial year 2026.
9.Approval of the extension by 1 year of the mandate of the independent member of the Audit Committee, Mr. Stefanoiu Vasile, financial auditor within the “Stefanoiu Vasile Individual Audit Office”, appointed in accordance with the provisions of art.65, Title I, chapter IX of Law no.162/2017, by the Decision of the Ordinary General Meeting dated 29.04.2024 and for the maintenance of his remuneration.
10.Approval of the income and expenses budget for the financial year 2026.[download the document here]
11.Approval of the Remuneration Report for the financial year 2025.[download the document here]
12.Approval of the proposal to distribute the net profit recorded in the financial year 2025, in the amount of 1,903,619.19 lei to the following destinations, according to the attached material:
1) Legal reserves in the amount of 98,638 lei;
2) Other reserves in the amount of 38,107 lei;
3) Retained earnings (undistributed profit) in the amount of 1,766,874.19 lei, with the final destination of this undistributed profit to be decided by the Ordinary General Meeting of Shareholders.[download the document here]
13.Approval of 23.06.2026 as “registration date”, according to Law 24/2017.
14.Approval of 22.06.2026 as “ex-date”, according to Law 24/2017.
15.Empowerment of the company Board of Directors to take any/all measures and make formalities for the fulfillment of resolutions adopted by the OGMS.
16.Empowerment of the OGMS Chairman as apointed to sign with full powers in the name and on behalf of the shareholders, present, represented and who will vote by correspondence, the OGMS Resolutions.
17.Empowerment of the Company legal counselor, Mrs. Mihaela Jurubita to fulfill all formalities regarding registration of the OGMS resolutions at the Trade Register and for the publication in the Official Monitor.
And
Extraordinary General Meeting of Shareholders (EGMS), on 20.05.2026, respectively 21.05.2026 – second convocation, at 12:30, at the company’s headquarters in 132 Transilvania Street, Buzau, Buzau County, with the following Agenda:
1.Approval of the banking exposure of Romcarbon S.A. for the financial year 2026-2027, consisting of: Bank loans in the amount of 20,164,317 euros and 6,650,375 lei; Bank guarantee letter ceiling in the amount of 500,000 lei contracted with UniCredit Bank SA and a limit of bank guarantee letters that can be guaranteed with cash collateral in the amount of 50,000 lei; Guarantees granted to Livingjumbo Industry SA for the credit facilities contracted with UniCredit Bank SA in the amount of 1,500,000 euros; Guarantees granted to Livingjumbo Industry SA for -Non-committal credit – Treasury line – in the amount of 450,000 euros; Guarantees granted to RC Energo Install SRL for the credit facilities contracted with Exim Banca Romaneasca SA 2,000,000 lei, as well as the increase of this exposure by a maximum ceiling of 2,000,000 euros or equivalent in lei, for unforeseen financing needs, as detailed in material no. 896/14.04.2026.[download the document here]
2.Approval for:
– the possibility of contracting a factoring ceiling in the amount of 500,000 euros for a period of 36 months;
– contracting a ceiling of bank guarantee letters in the amount of 100,000 lei with Exim Banca Romaneasca SA for a period of 36 months, which will be guaranteed with guarantees consisting of cash collateral;
– extension by a maximum period of up to 18 months of the validity of the credit lines contracted with Exim Banca Romaneasca SA, as follows:
- in the amount of 2,550,000 euros, borrowed by Romcarbon SA
- in the amount of 1,750,000 euros, borrowed and guarantor Romcarbon SA, co-guarantor Livingjumbo Industry SA
– extension by a period of 12 months of the validity of the credit line contracted with UniCredit Bank SA (in the amount of 8,000,000 euros) with the maintenance of the related guarantees;
3.Empower the Board of Directors to negotiate and decide regarding:
– modification of the lending conditions of ongoing loans/extension, as the case may be, by up to a maximum of 18 months, of short-term facilities – credit lines;
– modification and/or establishment of new guarantees for existing loans and approval of guarantees for new loans that will be contracted within the limits of the approved exposure;
– contracting new loans within the limits of the banking exposure and under the conditions of the law;
– contracting loans outside the current exposure, within a maximum ceiling of 2,000,000 euros or equivalent in lei.
4.Empowering for the General Director and Financial Director, to sign credit agreements and all additional documents to them, related warranties and all additional acts, leasing and factoring contracts and all additional documents, as well as any other documents required in to view the fulfillment of the AGEA decision to sign credit agreements, addendums thereto related, mortgage deeds and other guarantees, and any other documents necessary for the carrying out of the EGMS’ s decision.
5.Approval for Romcarbon SA 2026 Investment Plan.[download the document here]
6.Approval of 06.2026 as “registration date”, according to Law 24/2017.
7.Approval of 06.2026 as “ex-date”, according to Law 24/2017.
8.Empowerment of the company Board of Directors to take any/all measures and formalities for the fulfillment of resolutions adopted by the OGMS.
9.Empowerment of the OGMS Chairman as apointed to sign with full powers in the name and on behalf of the shareholders, present, represented and who will vote by correspondence, the OGMS Resolutions.
10.Empowerment of the Company legal counselor, Mrs. Mihaela Jurubita to fulfill all formalities regarding registration of the OGMS resolutions at the Trade Register and for the publication in the Official Monitor.
To the General Meeting of Shareholders are entitled to attend and to exercise voting rights the shareholders registered in the Register of Shareholders (released by the company Central Depository SA) at the reference date set at the end of the day of 05.05.2026. The shareholders can participate in person or by representative and by corespondence. Representation of shareholders can be made by other persons than the shareholders, based on a special power of attorney according to art.105 par.10 of Law 24/2017.
Starting from 20.04.2026 till the date set for holding the GMS meetings, can be obtained by shareholders from the registered office of the company, every working day, between 9.00-16.30 or can be downloaded from the company website www.romcarbon.com, both Romanian version and English version of the following documents: The Convocation, the total number of issued shares and voting rights at the date of the convocation, the draft decision submitted for approval to GMS, special power of attorney forms used to vote by representative, voting by correspondence forms, documents to be presented in the GMS meetings.
In the case of personal vote, the shareholders and the legal persons are entitled to participate in the GMS session by means of a simple identity test made in the case of natural persons shareholders with the identity document (identity card, identity card, passport, residence permit) and in the case of legal persons shareholders with the identity card of the legal representative (identity card, identity card, passport, residence permit). In the case of legal entities or non-legal entities, the status of legal representative is determined on the basis of the list of shareholders from the reference date received from the central depository and the issuing certificate issued by the trade registry or any equivalent document issued by an authority competence in the state in which the legal person is legally registered, attesting to the status of legal representative, presented in original or in copy according to the original.
The documents certifying the status of legal representative of the legal entity shareholder will be issued no later than 3 months before the date of the GMS convocation. Documents presented in a language other than English will be accompanied by a translation made by a Romanian/English authorized translator.
In the case of voting by representation with the power of attorney, it is possible to represent the shareholders at the GMS meeting through a representative / trustee who may be another shareholder or a third person. The special power of attorney may be granted to any person for representation in a single general meeting and contains specific voting instructions from the shareholder, with a clear indication of the voting option for each item entered on the agenda of the general meeting. In this situation, the provisions of art. 125 par. (5) of the Law no. 31/1990 are not applicable. In the situation of discussing in the general meeting of shareholders, in accordance with the legal provisions, of items not included on the published agenda, the empowered person may vote on their behalf according to the interest of the represented shareholder. The vote by representation with the special power of attorney will be expressed by filling in and signing the special proxies provided by the company in 3 copies of which: one copy will be submitted in writing in the original, at the registered office, the second copy will be handed to the representative, so that he can prove himself a representative at the request of the technical secretariat of the assembly, the third copy remaining to the shareholder. The special/general power of attorney will be transmitted in physical format, in the original, in the case of a special power of attorney, respectively in a copy according to the original under the signature of the representative, in the case of the general power of attorney, so that the registered office will be registered until 18.05.2026, at 11.00 am or by e-mail at office@romcarbon.com (if electronic means are used, the special power of attorney will be transmitted via the extended electronic signature incorporated according to the Law no. 455/2001) until the same date and time. Regardless of the way of transmitting the proxies of representation in the GMS, the statement must be clearly and capitalized “POWER OF ATTORNEY FOR THE ORDINARY/EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS DATED 20/21.05.2026”.
A shareholder may designate a single person to represent it in GMS. A shareholder may designate one or more alternate representatives by special power of attorney to represent him or her in the general meeting if the appointed representative is unable to fulfill his mandate. If several substitute representatives are appointed by special proxy, the order in which they will exercise their mandate shall also be established. Also, a shareholder may award a valid proxy for a period not exceeding three years, which empowers his/her representative to vote on all aspects of the GMS debate, including manda- tory acts, provided that the power of attorney either granted by the shareholder as a client to an intermediary within the meaning of the capital legislation or a lawyer. For purposes of identification, the special power / general power of attorney will be accompanied by the following documents: copy of the identity card (identity card, identity card, passport, residence permit) and copy of representative identity document for individuals; copy of the identity card of the representative / representative of the individual (identity card, identity card, passport, residence permit), copy of the identity card representative / guardian attorney with attorney in the original or in the case of the representative / representative legal person copy of the act the identity of the legal representative of the legal representative, accompanied by the certificate issued by the Trade Register or any equivalent document issued by the the competent authority of the State in which the legal representative / representative is legally registered, presented in original or in a copy corresponding to the original. Documents presented in a language other than English will be accompanied by a translation made by a Romanian / English authorized translator.
When completing the special power of attorney forms, the shareholders will consider the possibility of completing the update of the agenda, in which case the proxy forms will be updated until no later than 04.05.2026, at 11.00.
Shareholders may not be represented in the General Meeting of Shareholders on the basis of a general power of attorney by a person in a situation of conflict of interest, according to art.105, paragraph 15 of the Law no.24/2017 regarding issuers of financial instruments and operations market.Where a shareholder is represented by a credit institution providing custody services, it may vote in the general meeting of shareholders on the basis of voting instructions received by electronic means of communication, without the need for a special mandate or general by the shareholder. Custodians vote in the general meeting of shareholders exclusively in accordance with and within the limits of the instructions received from its clients as shareholders at the reference date.
When a shareholder is represented by a credit institution providing custody services, it may vote in the general meeting of shareholders on the basis of voting instructions received by electronic means of communication, without the need for a special mandate or general by the shareholder, according to the provisions of art.105 paragraph 11 of the Law no. 24/2017.
Shareholders enrolled in the Shareholders’ Registry on the reference date can express and transmit their vote on the items on the GMs agenda and by correspondence. Voting forms can be obtained from the company’s headquarters – the Shares Service or they can be downloaded from the website of the company, both in Romanian and English, starting with 20.04.2026. The voting form by correspondence, completed and signed by the shareholder, will be sent in writing, originally at the registered office of the company or by e-mail at office@romcarbon.com, bearing the extended electronic signature incorporated according to the Law no.455/2001, so that or registered as received at latest on 18.05.2026, 11.00. Regardless of the way of submitting the voting form by correspondence, it must contain the clear written statement in capital letters “FORM FOR THE VOTE BY CORRESPONDENCE FOR THE ORDINARY/EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 20/21.05.2026”.
The correspondence voting form shall be accompanied by the following documents: identity card copy in the case of natural persons shareholders; copy of the identity document of the representative / representative, certificate issued by the trade registry or any equivalent document issued by a competent authority of the state in which the shareholder is legally registered, attesting to the legal representative, presented in original or in copy according to the original, in the case of legal persons shareholders. The documents certifying the legal representative of the legal entity shareholder will be issued no later than 3 months before the date of publication of the convocation of the GMS. Documents submitted in a language other than English will be accompanied by a translation by a trainer authorized in Romanian or English. In case the shareholder who has expressed the vote by correspondence participates personally or by a representative at the GMS, the vote by correspondence expressed for GMS is canceled. In this situation, the vote expressed in the personal meeting or by the representative shall be taken into consideration.
The correspondence voting form for the GMS vote submitted by a shareholder for which a credit institution provides custody services will be valid without the submission of any additional documents relating to that shareholder if the voting form is drafted in accordance with Law no. 24/2017 and ASF Regulation no.5/2018 and is signed by the respective shareholder. If the person representing the shareholder by personal participation in the general meeting is other than the one who has cast the ballot by correspondence, then for the validity of his vote, he shall present to the assembly a written revocation of the vote by correspondence, signed by the shareholder or the representative who cast the vote correspondence. This is not necessary if the shareholder or his legal representative is present at the general meeting.
When completing the voting form by correspondence, the shareholders must take into account the possibility of completing / updating the agenda, in which case these documents will be updated and made available until 04.05.2026 at the latest, 11:00 hours.
One or more shareholders representing, individually or together, at least 5% of the share capital, have the right to enter points on the agenda of the General Meeting of Shareholders until no later than 28.04.2026 (provided that each point is accompanied by a justification or proposed draft decision to be adopted) and to propose draft decisions for the items included or proposed to be included on the agenda. Proposals for the draft decision may be submitted in closed envelopes at the headquarters of the company in Buzau, str. Transilvaniei, no. 132, until 28.04.2026, 16.30, or sent by e-mail with extended electronic signature incorporated according to the Law no. 455/2001 regarding the electronic signature, by the same date and time at office@romcarbon.com with the written mention “NEW PROPOSAL OF POINTS ON THE AGENDA FOR THE ORDINARY/EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS DATED 20/21.05.2026”.
Each proposed new point must be accompanied by a justification or draft decision proposed for adoption at the GMS meeting. These proposals must be accompanied by a copy of an identity document in the case of natural persons shareholders; copy of the identity document of the representative / representative, certificate issued by the trade registry or any equivalent document issued by a competent authority of the state in which the shareholder is legally registered, attesting to the legal representative, presented in original or in copy according to the original, in the case of legal persons shareholders. The documents certifying the legal representative of the legal entity shareholder will be issued no later than 3 months before the date of publication of the convocation of the GMS.
Each shareholder has the right to ask, by 27.04.2026 at the latest, questions regarding the items on the agenda according to art.198 of the ASF Regulation no.5/2018. Questions may be submitted in writing at the Company’s headquarters or by e-mail with the extended electronic signature incorporated according to Law 455/2001 on Electronic Signature, at office@romcarbon.com, mentioning the topic “FOR THE ORDINARY/EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS DE 20/21.05.2026 “. Questions must be accompanied by a copy of an identity document in the case of individual shareholders; copy of the identity document of the representative / representative, certificate issued by the trade registry or any equivalent document issued by a competent authority of the state in which the shareholder is legally registered, attesting to the legal representative, presented in original or in copy according to the original, in the case of legal persons shareholders. The documents certifying the legal representative of the legal entity shareholder will be issued no later than 3 months before the date of publication of the convocation of the GMS.
The company will issue an overall answer to questions with the same content that will be made available on the website of the company in question and answer format.
On the date of the convocation, the company’s share capital is 52,824,419.20 lei divided into 528,244,192 registered, dematerialized shares, with a nominal value of 0.10 lei, each share giving the right to one vote in the AGM meeting.
In the event of non-fulfillment of the conditions provided by law and the articles of association for holding the General Meetings of Shareholders on 20.05.2026, 12:00 and 12:30, respectively, the following meetings are convened for 21.05.2026, 12:00 and 12:30, respectively, in the same place, with the same agenda and for shareholders registered on the same reference date. Additional information can be obtained at the following telephone number: 0238/711.155, ext.130.
ROMCARBON S.A. further encourages shareholders to consider voting by correspondence, including voting by electronic means, using the embedded extended electronic signature, and the appropriate transmission of the voting form, in compliance with the requirements of the above notice.
Chiarman of the Board of Directors
Huang Liang Neng