OGMS resolutions from 30.01.2023

To: Bursa de Valori Bucuresti

       Autoritatea de Supraveghere Financiara

Current report no. 08/2023

According to Law nr. 24/2017 regarding issuers of financial instruments and market operations, ASF regulation nr. 5/2018 regarding the issuers of financial instruments and market operations and/or the Bucharest Stock Exchange Rulebook for Multilateral Trading System.

Important events to be reported: Resolutions of the OGMS dated 30.01.2023

On 30.01.2023, starting with 10:00 AM, at 23-25 Ion Brezoianu Street, Universe Palace, District 1, Bucharest, took place the Ordinary General Meeting of Shareholders of 2Performant Network S.A. (hereinafter referred to as the “Company”). The legal and statutory quorum was constituted at first convocation.

The resolutions of the Ordinary General Meeting of Shareholders of the Company are attached to this Current Report.

CHIEF EXECUTIVE OFFICER

Dorin Boerescu

RESOLUTIONS OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 2PERFORMANT NETWORK S.A.

6 - 8 Corneliu Coposu Blvd., Unirii View Building, 2^nd floor, (office) ResCo-working09,

3^rd District, Bucharest, Romania

J40/ 493/2010, Sole Registration Code 26405652

No. 1 of 30.01.2023

Shareholders of 2PERFORMANT NETWORK SA a company registered with the Bucharest Trade Registry under number J40/493/2010, EUID ROONRC.J40/493/2010, Sole Registration Code 26405652, with its headquarters in 6 - 8 Corneliu Coposu Blvd., Unirii View Building, 2^nd floor, (office) ResCo-working09, 3^rd District, Bucharest, Romania, with a subscribed and paid share capital of RON 1,239,926 (hereinafter referred to as the “Company”), met today, [30]/[31].01.2023, at 10:00 (Romanian time) in the Ordinary General Meeting of Shareholders (the “OGMS” ) (first/second calling), in accordance with the convening notice published in the Official Gazette of Romania, Part IV, number 5288 of 20 December 2022 and Ziarul Bursa of 20 December 2022. 

Following the debates on the points included on the agenda, the shareholders present or represented at the OGMS adopted the following resolutions, which were duly recorded in the minutes of the meeting:

DECISION NO. 1

1.1.     In the presence of shareholders representing 61.702% (7,650,597 shares) of the share capital and 61.702% (7,650,597 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 97.5982% (3,424,933 votes) of the votes of the shareholders present, represented or who voted by mail, with the votes "against" of the shareholders representing 2.4018% (84,284 votes) of the votes of the shareholders present, represented or who voted by mail (there are 4,095,280 abstentions and 46,100 votes which were not expressed):

Approved:

The appointment of Mr. Dorin-Cristian Boerescu, Romanian citizen, [confidential personal identification data], as member of the Board of Directors, for a mandate of 2 (two) years, starting with the date of this resolution, 30 January 2023, and until 30 January 2025.

1.2.     In the presence of shareholders representing 61.702% (7,650,597 shares) of the share capital and 61.702% (7,650,597 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 98.8276% (7,342,613 votes) of the votes of the shareholders present, represented or who voted by mail, with the votes "against" of the shareholders representing 1.1724% (87,104 votes) of the votes of the shareholders present, represented or who voted by mail (there are 174,780 abstentions and 46,100 votes which were not expressed):

Approved:

The appointment of Ms. Anda-Irina Patzelt, Romania citizen, [confidential personal identification data], as member of the Board of Directors, for a mandate of 2 (two) years, starting with the date of this resolution, 30 January 2023, and until 30 January 2025.

1.3.     In the presence of shareholders representing 61.702% (7,650,597 shares) of the share capital and 61.702% (7,650,597 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 99.9425% (7,291,853 votes) of the votes of the shareholders present, represented or who voted by mail, with the votes "against" of the shareholders representing 0.0575% (4,198 votes) of the votes of the shareholders present, represented or who voted by mail (there are 308,066 abstentions and 46,480 votes which were not expressed):

Approved:

The appointment of Mr. Iulian-Florentin Circiumaru, Romania citizen, [confidential personal identification data], as member of the Board of Directors, for a mandate of 2 (two) years, starting with the date of this resolution, 30 January 2023, and until 30 January 2025.

The current mandates of the members of the Board of Directors, which were set to expire on 22 March 2023, will be terminated on the same date, namely the date of the OGMS resolution appointing the members of the Board of Directors in accordance with this item.

DECISION NO. 2

In the presence of shareholders representing 61.702% (7,650,597 shares) of the share capital and 61.702% (7,650,597 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 99.9067% (7,578,443 votes) of the votes of the shareholders present, represented or who voted by mail, with the votes "against" of the shareholders representing 0.0933% (7,074 votes) of the votes of the shareholders present, represented or who voted by mail (there are 3,600 abstentions and 61,480 votes which were not expressed):

Approved:

Setting the date of:

·         17 February 2023 as registration date, identifying the shareholders who will benefit from the effects of the resolutions adopted by the OGMS, in accordance with the provisions of art. 87 para. (1) of Law no. 24/2017;

·         16 February 2023 as “ex-date”, computed in accordance with the provisions of art. 2 (2) letter (l) of no. Regulation 5/2018;

As they are not applicable to this OGMS, the shareholders will not decide on the other aspects described by art. 176 para. (1) of Regulation no. 5/2018, such as the date of guaranteed participation and the date of payment.

DECISION NO. 3

In the presence of shareholders representing 61.702% (7,650,597 shares) of the share capital and 61.702% (7,650,597 voting rights) of the total voting rights, with the "for" vote of the shareholders representing 99.9518% (7,600,453 votes) of the votes of the shareholders present, represented or who voted by mail, with the votes "against" of the shareholders representing 0.0482% (3,664 votes) of the votes of the shareholders present, represented or who voted by mail (there are 0 abstentions and 46,480 votes which were not expressed):

Approved:

The authorisation of the Board of Directors and/or of any member of the Board of Directors and/or of the Company’s General Manager, with the right to sub-delegate, in the name and on behalf of the Company, with full power and authority, to execute any documents, including the resolution of the OGMS, to file, to request the publication of the resolution in Part IV of the Official Gazette of Romania, to pick up any documents, as well as to fulfil any necessary formalities in front of the Trade Registry Office, as well as in front of any other authority, public institution, legal entities and individuals, as well as to carry out any acts for implementing and ensuring the opposability of the resolutions which will be adopted by the OGMS.

This decision was drafted and signed in the name and on behalf of the shareholders, today 30.01.2023, in 2 original copies, by the chairman of the meeting, Dorin-Cristian Boerescu and the secretary of the meeting, Zuzanna Anna Kurek.

DORIN-CRISTIAN BOERESCU

President of the OGMS

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ZUZANNA ANNA KUREK

OGMS Secretary

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