Carbochim S A : HOTARARI AGA 28.04.2021_en

To: FINANCIAL SUPERVISORY AUTHORITY

Financial Instruments and Investment Sector

Fax: [phone]

BURSA DE VALORI BUCURESTI S.A. -Regulated Stock Exchange

FAX: [phone]

CURRENT REPORT

According to Law 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 28, 2021

Name of Issuing Company: CARBOCHIM S.A.

Registered Office: P-ta. 1 Mai nr. 3, CLUJ-NAPOCA

Phone/Fax: [phone]

Tax Reference Number: 201535, VAT Code: RO

Cluj Trade Register Number: J12/123/1991

Subscribed and Paid-up Share Capital RON 12,325,437.50

Regulated market on which the issued securities are traded: BVB Bucharest

Shares (market symbol: CBC)

Important events to report:Current report on the Decisions of the Ordinary General Meeting and the Decisions of the Extraordinary General Meeting of Shareholders dated April 28, 2021 (first convening).

On April 28, 2021, the Ordinary General Meeting of the Shareholders (AGOA) and the Extraordinary General Meeting of the Shareholders (AGEA) of CARBOCHIM S.A. were held at the first convening at the address in Cluj- Napoca, P-ta 1 Mai, nr. 3, for all Shareholders registered in the Register of Shareholders of the Company, at the end of April 9, 2021, considered as the Reference Date according to the notice to attend, recorded in the minutes no. 1.

The meetings were attended by Shareholders holding 3,971,413 shares, representing 80.55% of the share capital of the Company.

After debates, the Ordinary General Meeting of Shareholdersadopted the following resolutions:

1. Approves by unanimous vote the Annual Financial Statements concluded on December 31, 2020 prepared in accordance with the International Financial Reporting Standards adopted by the European Union and the Order of the Ministry of Public Finance No. 2844/2016 for the approval of the Accounting Regulations in accordance with International Financial Reporting Standards, based on the reports submitted by the Board of Directors and the financial auditor, the indicators being the following:

Turnover	RON 31,568,990
Net profit for the year	RON 1,371,441
Total assets	RON 93,431,948
Owners' equity	RON 79,014,416
Payables	RON 14,417,532

2. Approves by unanimous vote the Management Report of the Board of Directors for 2020 and the discharge of the Directors for the financial year 2020. The Directors didn't vote.

3. Approves by unanimous vote the distribution of the net profit for the financial year 2020 in the amount of RON 1,371,441.48, as follows:

• legal reserves RON 79,169.77
• retained earnings (profit not distributed) the difference of RON 1,292,271.71.

4. Approves by unanimous vote the Income and Expenditure Budget for 2021.

Turnover	RON 33,000,000
Overall revenue	RON 33,570,000
Total expenses	RON 32,984,500
Gross income	RON 585,500

1. Approves by unanimous vote the investment programme for 2021 in the amount of RON 8,692,802.
2. Approves by unanimous vote the election of three members of the Board of Directors of the Company for the remainder of the term of office of the current Board of Directors of Carbochim SA, following the resignations of Mr Popa Gheorghe Titus Dan, Ionescu Mircea Pietro, Crișan Viorel Vasile as of April 1, 2021.
   Following the counting of the secret ballot expressed by the Shareholders, the three members elected to fill the Board of Directors for the remaining term of office as of April 28, 2021 until February 26, 2022
   are:

1. TURBATU IOAN, Engineer by profession, Romanian citizenship, elected for the remaining term of office, as of April 28, 2021 until February 26, 2022 with a number of 3,971,413 votes cast in favour, representing 100% of the votes cast.
2. UNGUREAN TUDOR, Legal Advisor, Romanian citizenship, elected for the remaining term of office, as of April 28, 2021 until February 26, 2022 with a number of 3,971,413 votes cast in favour, representing 100% of the votes cast.
3. ADRIAN GIURGIU, Economist by profession, Romanian citizenship, elected for the remaining term of office, as of April 28, 2021 until February 26, 2022 with a number of 3,971,413 votes cast in favour, representing 100%

of the votes cast.

7. Approves by unanimous vote the net monthly remuneration of the Directors of the Company in the amount of

RON 4,000 and the daily allowance of 100 RON/ day in the country, respectively 100 EUR/USD 100 abroad.

8. Approves by unanimous vote the remuneration policy of the Company's managers (directors and general managers) according to the provisions of Article 92 para. 1 of Law 24/2017 on issuers of financial instruments and market operations.

1. Approves by unanimous vote the establishment of the monthly maximum limit for the remuneration of the general managers, according to Article 153^18 of Law 31/1990, in the amount of RON 300,000.
2. Approves by unanimous votes cast the election as financial auditor of G2 EXPERT SRL for a period of 3 years and the mandate of the General Manager to negotiate and sign the contract with the audit firm.
3. Approves by unanimous vote the date of May 26, 2021 as the date of identification of the shareholders, on whom the effects of the decision of the Ordinary General Meeting of Shareholders are to be reflected, according to Article 86, para. 1. of Law 24/2017 on issuers of financial instruments and market operations and approval of the date
   of May 25, 2021 as ex-date.
4. Approves by unanimous vote the mandate of Mr Popoviciu Viorel-Dorin to draft and sign the resolutions adopted and the mandates of Ms Barabula Mihaela-Maria and Petrut Viorica to carry out the necessary formalities to register the decisions at the Trade Register Office and for publication in the Official Gazette of Romania.

After debates, the Extraordinary General Meeting of Shareholders adopted the following resolutions:

1. Approves by unanimous vote the business strategy for 2021.
2. Approves by unanimous vote the extension of credit lines in the total amount of RON 8,150,000 or the commitment of new ones within a ceiling of RON 10,000,000 and their guarantee by mortgages on the assets of the Company.
   The delegation of the Board of Directors is approved in order to establish the specific conditions under which the extension of credit lines or the committing of new ones within the approved ceiling will be performed.
   3. Approves by unanimous vote the commitment of an investment loan in the amount of MDL 5,000,000 or the equivalent in EUR for the achievement of the objectives set out in the investment plan for 2021.
   The delegation of the Board of Directors in order to establish the specific conditions under which investment credits within the approved ceiling will be committed.

1. Approves by unanimous vote the cancellation of 4813 own shares (with a face value of RON 2.5 lei) acquired by direct transfer, a transfer approved by A.S.F. following the completion of disputes and the reduction of the share capital from RON 12,325,437.50 to RON 12,313,405, with the face value corresponding to the cancelled shares, namely RON 12,032.50, according to Article 207 paragraph (1) (c) of Law 31/1990.
2. Approves by unanimous vote the amendment of the provisions of Article 7 of the Articles of Incorporation relating to the share capital, to be read as follows:

'Art. 7. Share capital.

The share capital of the Company is RON 12,313,405, divided into 4,925,362 shares with a face value of RON 2.5 each.

Share in Profit and Loss: 100%'.

1. Approves by unanimous vote the date of May 26, 2021 as the date of identification of the shareholders, on whom the effects of the decision of the Extraordinary General Meeting of Shareholders are to be reflected, according to Article 86
   Paragraph 1 of Law 24/2017 on issuers of financial instruments and market operations and approval of May 25, 2021 as ex-date.
2. Approves by unanimous vote the mandate of Mr Popoviciu Viorel-Dorin to draft and sign the resolutions adopted and the mandates of Ms Barabula Mihaela-Maria and Petrut Viorica to carry out the necessary formalities to mention/register the resolutions at the Trade Register and to publish them in the Official Gazette of Romania.

CLUJ-NAPOCA

April 28, 2021

CHAIRMAN OF THE BOARD OF DIRECTORS,

ENGINEER POPOVICIU VIOREL-DORIN