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IMPACT DEVELOPER & CONTRACTOR S.A. - IMP

Notice of O&EGSM 28/29.04.2020

Release Date: 3/25/2020 7:59:17 PM

IRIS Code: 642C5

To: Bucharest Stock Exchange

Financial Supervisory Authority,

CURRENT REPORT

According to the provisions of Law No.24/2017 on issuers of financial instruments and market operations and Regulation No. 5/2018 of FSA on Issuers of Financial Instruments and Market Operations, and also the provisions the Code of the Bucharest Stock Exchange

Report date:

25/03/2020

Name of Issuer Company:

IMPACT DEVELOPER & CONTRACTOR SA

Registered office:

Willbrook Platinum Business & Convention Center, 172-176 Bucharest – Ploiesti Road, Building A, 1st Fl, Bucharest, 1st District

Phone number/fax:

Tel.:021–230.75.70/71/72,

Fax: 021–230.75.81/82/83

Sole Registration Code ORC:

1553483

Trade Registry Office number:

J40/7228/2018

Subscribed and paid up capital:

274.443.532 RON

Regulated market:

BVB

LEI CODE

315700KVJ0DVH5IBI827

Important event to be reported: Significant events to be reported convening of the Extraordinary General Meeting of Shareholders and The Ordinary General Meeting of Shareholders of the Company Impact Developer & Contractor SA for 28/29 April 2020

in accordance with Law No. 31/1990 regarding companies, republished, as further amended and supplemented, Law No. 24/2017 regarding issuers of financial instruments and market operations, Regulation No. 5/2018 of FSA on Issuers of Financial Instruments and Market Operations and the articles of incorporation of the Company, Impact Developer & Contractor SA Convenes The Extraordinary General Meeting of Shareholders of the Company, on 28.04.2020, at 10.00 a.m., at headquarter of Impact Developer & Contractor SA, 1st Floor, Building A of Willbrook Platinum Business & Convention Center, located in Bucharest, 172-176 Bucuresti- Ploiesti Street, Postal Code 015016. In case the legal and statutory conditions for holding the Extraordinary General Meeting of Shareholders are not met on the date set forth above, the Extraordinary General Meeting of Shareholders shall take place on 29.04.2020, at the same address, at the same hour and with the same agenda.

The Ordinary General Meeting of Shareholders of the Company, on the date of 28.04.2020, at 10.30 a.m., at headquarter of Impact Developer & Contractor SA, 1st Floor, Building A of Willbrook Platinum Business & Convention Center, located in Bucharest, 172-176 Bucuresti- Ploiesti Street, Postal Code 015016. In case the legal and statutory conditions for holding the Ordinary General Meeting of Shareholders are not met on the date set forth above, the Ordinary General Meeting of Shareholders shall take place on 29.04.2020, at the same address, at the same hour and with the same agenda.

Attached Convening Notice of the Extraordinary General Meeting of Shareholders and of the Ordinary General Meeting of Shareholders of Impact Developer & Contractor SA on 28/29 April 2020.

CALLING NOTICE

The Board of Directors (,,The Board of Directors”) of IMPACT DEVELOPER & CONTRACTOR S.A. a joint-stock company registered and operating under the laws of Romania, headquartered in Romania, Bucharest, 172-176 Bucuresti-Ploiesti Street, Willbrook Platinum Business & Convention Center, Building A, District 1, Postal Code 077190, registered with the Bucharest Trade Registry Office within Bucharest Court under No. J40/7228/2018, Sole Registration Code 1553483 (the “Company”, or “Impact”), validly met on 25.03.2020, the quorum requirements being fulfilled, with the participation of the directors in charge of the Company, namely Mrs. Iuliana-Mihaela Urda, as the Chairperson of the Board of Directors, Mr.Daniel Pandele, Mr. Laviniu-Dumitru Beze and INTREPID GEM SRL, through the natural person permanent representative of the legal person, Mr. Vaduva Petru Ion, as members of the Board of Directors,

in accordance with Company Law No. 31/1990, republished, as further amended and supplemented (,,Law no 31/1990”), Law No. 24/2017 regarding issuers of financial instruments and market operations (“Law No. 24/2017”), Regulation No. 5/2018 on issuers of financial instruments and market operations, and the articles of incorporation of the Company, (“Regulation no. 5/2018”), and the articles of incorporation of the Company, hereby

CALLS

I. The Extraordinary General Meeting of Shareholders of the Company (the “Extraordinary General Meeting”), on the date of 28.04.2020, 10.00 a.m., at headquarter of Impact, 1st Floor, Building A of Willbrook Platinum Business & Convention Center, located in Bucharest, 172-176 Bucuresti-Ploiesti Street, Postal Code 015016. In case the legal and statutory conditions for holding the Extraordinary General Meeting are not met on the date of 28.04.2020, the Extraordinary General Meeting shall take place on 29.04.2020, at the same address, at the same hour and with the same agenda.

II. The Ordinary General Meeting of Shareholders of the Company (the “Ordinary General Meeting”), on the date of 28.04.2020, 10.30 a.m., at headquarter of Impact, 1st Floor, Building A of Willbrook Platinum Business & Convention Center, located in Bucharest, 172-176 Bucuresti-Ploiesti Street, Postal Code 015016. In case the legal and statutory conditions for holding the Ordinary General Meeting are not met on the date of 28.04.2020, the Ordinary General Meeting shall take place on 29.04.2020, at the same address, at the same hour and with the same agenda.

Only the persons registered as shareholders at the reference date of 16.04.2020 (the “Reference Date”) in the register of shareholders of the Company held by Depozitarul Central S.A. have the right to attend, and vote in, the Ordinary and Extraordinary General Meetings of Shareholders.

I. THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS shall have the following agenda:

1. Approval of the reduction of the Company’s share capital, pursuant to Art. 207 Para 1, Letter c) of Company Law No. 31/1990, from RON 274,443,532 by RON 9,443,532 by reducing the number of shares, from 274,443,532 shares to 265,000,000 shares, following the cancellation of a number of 9,443,532 own shares, acquired by the Company.

2. Approval of the amendment of the Company’s Articles of incorporation as a result of the reduction of the share capital. Article 6 of the Articles of incorporation shall read as follows:

Art. 6. – Share Capital

(1) The share capital of IMPACT DEVELOPER & CONTRACTOR is RON 265,000,000, being fully subscribed and paid-up.

(2) The share capital is divided into 265,000,000 shares, each share having a nominal value of RON 1.

(3) The structure of the Company’s share capital is as follows: RON 264.999.914,90 and USD 5,000, representing cash contributions, and RON 35.1, representing contribution in kind.

(4) Shareholders’ holdings are those included in the register of shareholders maintained by Depozitarul Central S.A.

3. Approval of the buy-back by the Company of its own shares, within the market on which the shares are listed and/or by conducting public purchase bids in accordance with the applicable legal provisions, subject to the following conditions: (i) maximum ten million (10,000,000) shares (representing maximum 3.64% of the subscribed and paid-up share capital on the date of the resolution), partly for allocation to employees and/or administrators and/or managers of the Company, and partly for canceling them and reducing the share capital of the Company accordingly; (ii) at the minimum price of RON 0.5 per share and a maximum price equal to the lowest value of (a) RON 2.5 per share and (b) the highest value between the price of the last independent transaction and the highest current independent purchase bid, in accordance with the provisions of Article 3 Paragraph (2) of Commission Delegated Regulation (EU) No. 2016/1052 of 8 March 2016 supplementing Regulation (EU) 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilization measures. The aggregate amount of the buy-back program is up to RON 25,000,000. The program shall be carried out for maximum eighteen (18) months from the publication date of the EGMS resolution in the Official Gazette of Romania, Part IV. The buy-back transactions may only have as their object shares paid in full and shall be performed only from the Company’s distributable profit or reserves, as recorded in the latest approved annual financial statements, except for legal reserves. The implementation of this buy-back program will be subject to the availability of the necessary financing sources.

4. Approval of the issuance by the Company of bonds (whether registered or bearer, whether secured or unsecured, whether in materialized or de-materialized form, whether to be listed on any stock exchange or not, and/or whether denominated in RON, EUR, any other currency or any combination of the foregoing), having a maximum total nominal value of EUR 100,000,000 or the equivalent of this amount in any other currency and a maturity of up to 7 (seven) years and with a maturity of at least 3 and half years, maximum up to 7 (seven) years (the “Bonds”), in one or more issuances and/or tranches (whether having the same and/or different characteristics, including in terms of form of the Bonds, denomination, nominal value, interest rate and/or maturity date). The Bonds shall be placed pursuant to (i) one or more public offerings addressed to the public and/or to certain qualified and/or professional investors, and/or in reliance on other exemptions for the publication of a prospectus in relation to the issuance of such Bonds; and/or (ii) one or more private placements to investors through an offer addressed to qualified investors and/or to a number of less than 150 natural or legal persons, other than qualified investors, on a member state, in compliance with the legal provisions. The approval above shall be valid in relation to Bonds having the maximum maturity set forth above, up to the maximum nominal value of EUR 100,000,000 or the equivalent of this amount in any other currency, irrespective of whether the issuance of such Bonds shall be completed over the course of one or more calendar years.

5. Approval of the issuance and/or creation by the Company of any type of guarantee and/or any security interest in relation to any financing obtained by companies affiliated, including, without limitation, guarantees in relation to the performance of any obligations of affiliated companies, whether through suretyship or over any asset of the Company or by any other type of guarantee issued in relation to the foregoing.

6. Authorising and empowering the Board of Directors of the Company, with the authority to sub-delegate this authorisation and power-of-attorney, to any person, as deemed necessary and/or opportune:

i. to issue any decision and to carry out any acts and deeds which are necessary, useful and/or desirable for implementing the resolutions which will be adopted by the Company’s EGMS in accordance with item 4 above, including, without limitation, negotiating, establishing and approving, in relation to each issue or tranche of Bonds: (a) the value of the issuance or tranche, as the case may be; (b) the price of the Bonds; as well as (c) any other terms and conditions of the Bonds including, without limitation, the form of the Bonds, their maturity, early redemption, interest, taxes and fees, the guarantees and/or security interests issued and/or created in relation to such Bonds, and, where applicable, the prospectus prepared in relation to the issuance of the Bonds; and (d) the intermediaries for the issuance and sale of the Bonds, as applicable;

ii. to negotiate, approve and execute, any agreement and/or arrangements in connection with the Bonds and/or on the basis of which the Bonds are issued, sold and/or admitted to trading on a stock exchange, any security agreements, guarantee commitments, offering documents, any subscription agreements, sale, agency, trust, assistance agreements, certificates, affidavits, registers, notices, addenda and any other acts and documents which are necessary, to fulfil any formalities and to authorise and/or to execute any other actions which are necessary in order to give full effect to the issuance of Bonds, their offering and sale, and/or to the associated guarantees and/or security interests (as the case may be) and to negotiate, approve and execute and any other documents and carry out any operations and/or formalities which are necessary or useful in order to implement and give full effect to the foregoing and to the issuance of the Bonds;

iii. to decide whether the Bonds or any issue and/or tranche thereof shall be listed on any stock exchange and, if the case may be, to negotiate, approve and execute any document and carry out any operations and/or formalities which are necessary in relation to the admission of the Bonds to such stock exchange (including, if applicable, to negotiate and approve the prospectus prepared in relation to such admission of the Bonds to trading on a stock exchange);

iv. to negotiate, approve and execute, any agreement and/or arrangements in connection with the operations under item 4 above, as well as to carry out any action and/or formalities necessary in relation to such operations;

7. Approval of the implementation of a “stock option plan” type program

Approval of the implementation of a “stock option plan” type program that aims at granting option rights for the acquisition of shares free of charge by the employees and members of the Company’s management, namely the members of the Board of Directors and the managers of the Company, in order to maintain and motivate them, as well as for rewarding them for the activity carried out within the Company. The program shall be carried out under the following conditions:

(a) Under the “stock option plan” type program, option rights shall be granted for a maximum number of two million (2,000,000) shares, distributed as follows: to the employees – a maximum number of 1,000,000 shares, to the General Manager – a maximum number of 230,000 shares and to the members of the Board of Directors – a maximum number of 770,000 shares.

(b) In the case of the option rights granted to employees and managers of the Company, the option right may be exercised after a period established by the decision of the Board of Directors for the implementation of the “stock option plan” type program, without the period being shorter than 12 months.

(c) The “stock option plan” type program shall be open to the Company’s managers, as well as to the persons who have the positions of the Company’s organizational chart to be established by the decision of the Board of Directors for the implementation of the “stock option plan” type program, in observance of the non-discrimination principle.

(d) The “stock option plan” type program shall be open to members of the Board of Directors, subject to the approval of the Ordinary General Meeting of Shareholders.

(e) The Board of Directors shall be empowered to take all necessary measures and to fulfill all of the formalities required for the approval and implementation of the “stock option plan” type program, such as, but not limited to (i) determining the criteria based on which the option rights shall be granted to the Company’s managers and personnel; (ii) determining the positions in the organizational chart for which the “stock option plan” type program shall be applicable; (iii) the period between the date of granting the option right and the date of exercise of the option right, without the period being shorter than 12 months; (iv) the conditions for exercising the option right and, implicitly, for acquiring shares; (v) the term within which the holder of the option right has to exercise his option right; (vi) drafting and publishing information documents according to law, etc.

(f) The implementation shall be made by the Company’s Board of Directors, in observance of the Resolution of the Extraordinary General Meeting of Shareholders, the Resolution of the Ordinary General Meeting of Shareholders and with/or the aid of a specialized consultant.

(g) The programs shall be implemented in compliance with the legal obligations of drafting and publishing the information documents according to law.

8. Authorization and empowerment, with the possibility of sub-delegation of this authorization and power of attorney, of Mrs. Iuliana-Mihaela Urda, in order to sign in the name of the shareholders the EGMS resolution, as well as any other documents related thereto, including, but not limited to, the revised version of the articles of incorporation that shall reflect the amendments approved by the GMS (as well as to conform the translation into English of the articles of incorporation with its Romanian version, as amended by the EGMS, as well as to remedy any clerical error, inappropriate translation or inaccuracy from the English translation), to request the publication of the resolution in Part IV of the Official Gazette of Romania, to file and receive any documents, as well as to fulfill the necessary formalities before the Trade Registry Office, as well as before any other authority, public institution, legal entities and natural persons, as well as to carry out any acts for registering and ensuring the opposability of the resolutions to be adopted by the EGMS.

9. Approval of the date of 20.05.2020 as a registration date that serves for the identification of the Company’s shareholders upon which the effects of the decisions passed within the EGMS convened by means of this Calling Notice are reflected.

10. Approval of the date of 19.05.2020 as Ex - Date.

II. THE ORDINARY GENERAL MEETING OF SHAREHOLDERS shall have the following agenda:

1. Approval of the Report of the Board of Directors (individual and consolidated) for the fiscal year 2019.

2. Approval of the individual annual financial statements for 2019 prepared in accordance with IFRS standards and audited according to the Report of the financial auditor for the fiscal year 2019.

3. Approval of the consolidated annual financial statements for 2019 prepared in accordance with IFRS standards and audited according to the Report of the financial auditor for the fiscal year 2019.

4. Approval of distribution of the net profit achieved in 2019, amounting to RON 154.139.394,93 in accordance with the proposals of the Board of Directors, as follows:

a) Net profit to be distributed: RON 154,139,394.93;

b) Legal reserve: RON 8,057,843;

c) Granting dividends: RON 10,724,877; the gross dividend/share being RON 0.04;

d) Undistributed result carried forward: RON 135,356,674.

5. Approval of the date of 17.08.2020 as the dividend payment date. The dividends shall be distributed to the shareholders in accordance with the legal provisions, and the costs related to the payment shall be borne by the shareholders out of the net dividend value.

6. Approval of the release of liability of the administrators for the fiscal year 2019.

7. Approval of the activity program and approval of the income and expense budget for the year 2020.

8. Approval of the remuneration of the members of the Board of Directors and the Chairperson of the Board of Directors: i.e. EUR 3,000 gross/month and EUR 4,600 gross/month of the Chairperson of the Board of Directors.

9. Election of the external financial auditor, for the fiscal year 2020, following the expiry of the current financial auditor’s mandate.

10. Approval of the participation of the members of the Board of Directors in the “stock option plan” type program implemented by the Company

Approval of the participation of the members of the Board of Directors in the “stock option plan” type program under the following conditions:

(a) The members of the Board of Directors having specific positions within the Board of Directors, according to the regulation on its activity, have the right to participate in the “stock option plan” type program, which represents additional remuneration according to Art. 153^18 (2) of Company Law No. 31/1990, being distributed a total maximum number of seven hundred seventy thousand (770,000) shares for which options shall be granted according to this program.

(b) The Board of Directors shall determine the amount of the additional remuneration for each member of the Board of Directors, based on the remuneration committee’s recommendations, according to Art. 153^18 (2) and (4) of Company Law No. 31/1990.

(c) For the members of the Board of Directors, the option right may be exercised after a period of 12 months from the date of granting the option right.

(d) The option rights shall be granted until 31 August 2020.

(e) After the lapse of the 12 month-period from the date of granting the option right, the members of the Board of Directors shall have to exercise this option right within one month.

11. Approval of the date of 27.07.2020 as a registration date that serves for the identification of the Company’s shareholders upon which the effects of the decisions passed within the Meeting convened by means of this Calling Notice are reflected (the “Registration Date”).

12. Approval of the date of 24.07.2020 as Ex - Date.

13. Empowerment, with the possibility of substitution, of Mrs. Iuliana-Mihaela Urda to sign in the name of the shareholders the Meeting resolution, as well as any other documents in relation thereto and to fulfill any and all the formalities stipulated by law in order to obtain the registration and to ensure the opposability of the Meeting resolution towards third parties.

*****

GENERAL INFORMATION

IN RESPECT OF THE EXTRAORDINARY AND ORDINARY GENERAL MEETING OF SHAREHOLDERS

In the Extraordinary and Ordinary General Meeting of Shareholders only the shareholders registered with the Company’s Register of Shareholders at the Reference Date (16.04.2020) are entitled to attend and cast their votes, according to the legal provisions and the provisions of the Company’s articles of incorporation, in person, through their legal representatives or by proxy (based on a special power of attorney in the form provided by the Company or on a general power of attorney granted in accordance with the applicable law). The shareholders are entitled to cast their vote by correspondence using the special forms provided by the Company in this respect.

The capacity as shareholder is proved on the basis of the list of shareholders as at the Reference Date provided by the Central Depositary.

Access of shareholders entitled to attend the Extraordinary and Ordinary General Meeting of Shareholders is allowed by simply proving their identity, made by:

a) in the case of natural person:

- identity card (BI/CI for the Romanian citizens or, as the case may be, Passport or any other national ID recognized by Romanian State for foreign citizens);

- power of attorney and the identity document of the representative (if the shareholder is represented by another person).

b) in the case of legal entities:

- the capacity as legal representative is proved on the basis of the list of shareholders as at the Reference Date provided by the Central Depositary; however, if the relevant shareholder did not inform in a timely manner the Central Depositary to ensure the registration of its legal representative, the capacity as legal representative is proved by a certificate issued by the trade registry or any other document issued by a competent authority of the country in which the shareholder is registered, attesting to the capacity as legal representative, presented in original or certified copy;

- natural persons designated as representative of a shareholder-legal entity shall be identified on the basis of the identity card (BI/CI for the Romanian citizens or, as the case may be, Passport or any other national ID recognized by Romanian State for foreign citizens);

- in case the person representing the shareholder-legal entity is not the legal representative him/herself, besides the above-mentioned documents (certifying the quality of legal representative of the person signing the power of attorney), the representative will submit the power of attorney signed by the legal representative of the legal entity.

According to Art. 92 Para 10 of Law No. 24/2017, representation of shareholders in the general meeting of shareholders of the companies whose shares are admitted to trading can be made by persons other than shareholders, based on special or general power of attorney, in accordance with the applicable legal provisions.

Powers of attorney will be used as provided by Regulation No. 5/2018 and Law No. 24/2017 and their form may be obtained from the Company’s website www.impactsa.ro or from the Company’s headquarters.

The power of attorney will be drafted in three original counterparts (one for the shareholder, one for the representative and one for the issuer). After signing, the counterpart of the issuer, with the copy of the identity document of the represented person, will be sent to the Company at Willbrook Platinum Business & Convention Center, Building A, 172-176 Bucuresti-Ploiesti Street, Bucharest, District 1, Postal Code 077190, Romania, in order to be registered with the Company at the latest on 27.04.2020, 10.00/10.30 a.m., within 24 hours before the date of EGMS/OGMS; such copy and accompanying documents may also be sent by fax (Fax No.:+40212307581/82/83) or via e-mail at: intrebarifrecvente@impactsa.ro. The representative of a shareholder is obliged to provide the power of attorney in original at the date of EGMS/OGMS. Certified copies of powers of attorney shall be held by the Company, this being mentioned in the minutes of the general meeting.

The shareholders registered on the Reference Date may vote by correspondence prior to the general meeting by using the correspondence ballots made available on the website of the Company at www.impactsa.ro.

In case of voting by correspondence, the voting form, completed and signed, and a copy of valid identification document of the shareholder (BI/CI for the Romanian citizens or, as the case may be, Passport or any other national ID recognized by Romanian State for foreign citizens, and in addition for the legal entities a certificate issued by the trade registry or any other document issued by a competent authority of the country in which the shareholder is registered, attesting the capacity as legal representative, in original or certified copy) may be submitted as follows:

- sent to the Company, at Willbrook Platinum Business & Convention Center, Building A, 172-176 Bucuresti-Ploiesti Street, Bucharest, District 1, Postal Code 077190, Romania, in any courier form with acknowledgement of receipt, so it is registered as received at the registry office of the Company at the latest on 27.04.2020, 10.00/10.30 a.m., having enclosed the mention “FOR THE EXTRAORDINARY AND ORDINARY GENERAL MEETING OF SHAREHOLDERS of 28/29 APRIL 2020”;

- via e-mail with enclosed extended electronic signature according to Law No. 455/2001 on electronic signature, at the latest on 27.04.2020, 10.00/10.30 a.m., at the e-mail address intrebarifrecvente@impactsa.ro. inserting the subject “FOR THE EXTRAORDINARY AND ORDINARY GENERAL MEETING OF SHAREHOLDERS of 28/29 APRIL 2020”.

Both the ballots and the powers of attorney may be sent either in Romanian or English.

In case of shareholders that are legal entity or entities without legal personality, the capacity of legal representative is ascertained based on the list of shareholders on the Reference Date, received from the Central Depository. Documents attesting the capacity of legal representative drafted in a foreign language other than English will be provided together with a translation into Romanian or English performed by a certified translator.

Such provisions shall be applied accordingly to demonstrate the capacity of legal representative of the shareholder proposing the introduction of new items on the agenda of the general meeting of shareholders or asking questions to the issuer on some points on the agenda of the general meeting of shareholders.

A shareholder may appoint one person to represent it/him/her at a general meeting. However, if a shareholder holds shares of a company in several securities accounts, this restriction will not prevent it/him/her to appoint a separate representative for the shares held in each security account in respect of a general meeting.

A shareholder may appoint by power of attorney one or more alternate representatives to ensure representation in the general meeting if the representative appointed is objectively unable to fulfill its mandate. If one power of attorney provides several alternate representatives, the order in which they exercise the mandate shall be also stipulated.

According to Art. 92 Para (20) of Law No. 24/2017, if a shareholder who has voted by correspondence attends the general meeting in person or by representative, the vote by correspondence for that general meeting will be cancelled. In this case, the Company will only consider their vote in person or by representative.

One or more shareholders representing individually or jointly at least 5% of share capital are entitled to include new items on the agenda (with the condition that each item has enclosed a reasoning or a draft of a resolution proposed for adoption or with the condition of proof of the capacity under the conditions previously mentioned for individuals and/or representatives of legal entities) or to propose drafts of resolution for items included or proposed to be included on the agenda. Within 15 days from the publication of the Calling Notice, until 10.04.2020 including (at: Willbrook Platinum Business & Convention Center, Building A, 172-176 Bucuresti-Ploiesti Street, Bucharest, District 1, Postal Code 077190, Romania) or by electronic means of communication (email: intrebarifrecvente@impactsa.ro) or fax at +4021-230.75.81/82/83, to the attention of the shareholders relations department.

Each shareholder has the right to ask questions in writing to the Board of Directors, before the general meeting regarding the items on the agenda.

The questions will be sent in writing, either by post or courier (at: Willbrook Platinum Business & Convention Center, Building A, 172-176 Bucuresti-Ploiesti Street, Bucharest, District 1, Postal Code 077190, Romania) or by electronic means of communication (email: intrebarifrecvente@impactsa.ro) or fax at +4021-230.75.81/82/83), to the attention of the shareholders relations department. The Company shall respond to questions submitted by shareholders in the Ordinary and Extraordinary General Meeting. The Company may post answers to the shareholders’ questions on its website, www.impactsa.ro.

Any shareholder is guaranteed with the free exercise of his rights under the applicable law and under the articles of incorporation of the Company.

Starting with cu date of the publication of the this Calling Notice, the forms of powers of attorney in Romanian and English languages, the forms for votes by correspondence in Romanian and English, the informational documents and materials regarding the items on the agenda of the EGMS/OGMS, the draft EGMS/OGMS resolutions and any other additional information related to the OGMS and EGMS can be obtained at the headquarters of the Company, between 9 a.m. and 4 p.m., phone: +40-21-230.75.70/71/72, fax: +40-21-230.75.81/82/83, and shall be made available on the Company's website: www.impactsa.ro.

At the date of this Calling Notice, the Company’s subscribed and paid-up share capital is of RON 274,443,532, divided into 274,443,532 ordinary, nominative, dematerialized shares, with a nominal value of RON 1.

This Calling Notice will be supplemented with the applicable legal provisions and/or the provisions of the articles of incorporation of the Company.

Board of Directors

Chairperson of the Board of Directors

Iuliana-Mihaela Urda



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