Casa de Bucovina Club de Munte S A : Convening notice OGSM 26/27.04.2024 - EN

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UâvÉä|Çt

c l u b d e m u n t e

Piata Republicii nr. 18

Gura Humorului 725300

Județul Suceava

Tel: + 4 0230 207000

Fax + 4 230 207001

E-mail: [e-mail]

www.bestwesternbucovina.ro

CURRENT REPORT
Current report according to:	The provisions of Law no 24/2017 and FSA Regulation 5/2018
Date of the report:	22.03.2024
Name of the issuer:	CASA DE BUCOVINA - CLUB DE MUNTE S.A.
Headquarters:	Gura Humorului, 18, Republicii Square, Suceava County
Phone/fax no.:	[phone]/ [phone]
Sole Registration Code:	10376500
Registration Number with the Trade Register:	J33/718/1998
Subscribed and paid-in share capital:	16.231.941,2 lei
Main features of the issued securities:	162.319.412 shares, with a face value of 0,1 lei/share
Regulated market on which the securities	Bucharest Stock Exchange
are traded:
LEI code	2549003JCE4UBBB88S53

Significant event to report:

The Board of Administrators of Casa de Bucovina - Club de Munte SA, has decided during its meeting held on 22.03.2024 to convene the Ordinary General Shareholders Meeting for the date 26/27.04.2024.

We present below the convening of the OGSM.

CONVENING NOTICE

for the Ordinary General Shareholders Meeting of

CASA DE BUCOVINA- CLUB DE MUNTE SA

In accordance with the provisions of Law no 24/2017, Law no 31/1990 and the company's Articles of Incorporation, the Board of Administrators of CASA DE BUCOVINA - CLUB DE MUNTE SA ("company") a joint stock company registered with the Trade Register under no J33/718/1998, Sole Registration Code 10376500, with a subscribed and paid-up share capital of RON 16.231.941,2, headquartered in Gura Humorului, 18, Republicii Square, Suceava county, zip code 725300 ("headquarters"), convene:

The Ordinary General Shareholders Meeting of CASA DE BUCOVINA - CLUB DE MUNTE SA for the date of 26.04.2024, 10:00, at the company headquarters ("OGSM").

The shareholders entitled to participate and to vote in the OGSM are those registered in the Shareholders' Register at the end of 15.04.2024 ("reference date"), a date that will remain valid even if the general meeting is convened again due to not meeting the legal or statutory conditions for holding it. In the event of not meeting the legal and statutory conditions for holding the meeting on the date of the first convening, a new OGSM is convened for 27.04.2024, at the same time, in the same place and with the same agenda.

Capital social: 16.231.941,2 lei, Cod unic de inregistrare : RO 10376500, Nr.inregistrare la ORC : J33/718/1998

Cont bancar : RO79RZBR0000060002432216 Raiffeisen Bank

The agenda for the Ordinary General Shareholders Meeting is the following:

1. Presentation, discussions and approval of the annual financial statements of the company for the year 2023 based on the Report of the Board of Administrators of CASA DE BUCOVINA - CLUB DE MUNTE SA and the report of the financial auditor 3B Expert Audit SRL.
2. Approval of the coverage of the net loss recorded in the financial year 2023, amounting to 787.404,15 lei, according to the proposal of the Board of Administrators.
3. Approval of the discharge of the Board of Administrators of Casa de Bucovina Club de Munte SA for the financial year 2023.
4. Presentation and approval of the revenue and expenditure budget for the financial year 2024.
5. Approval of the remuneration for the members of the Board of Administrators for the financial year 2024, the amount insured through the professional risk insurance of the administrators and the coverage of the amount of the insurance premium of the administrators by the Company, according to the proposal of the Board of Administrators.
6. Approval of the Remuneration Report of the Company's managers for the financial year 2023, in accordance with the provisions of art. 107 of Law no. 24/2017 on issuers of financial instruments and market operations.
7. Election of the members of the Board of Administrators of the company for a term of 4 years, starting with 28.04.2024, as a result of the end of the mandate of the current members of the Board of Administrators.
8. Approval of the management contract for the members of the Board of Administrators, valid until the end of their mandate.
9. Appointment of a person to sign the management contract on behalf of the company.
10. The appointment of the financial auditor 3B Expert Audit SRL, for a period of 2 years (for the 2024 and 2025 financial years).
11. Approval for performing the accounting registrations related to prescribing the right to require payment of the dividends which have not been claimed for the financial years 2015, 2016, 2017 and 2019 (at least three years as of their due date), amounting to 64.748 lei and registering the amount to reserves.
12. Approval of 24.05.2024 as the registration date, according to the provisions of art. 87 para. 1 of Law no 24/2017, respectively 23.05.2024 as the ex-date, as defined by the FSA Regulation no. 5/2018.
13. Empowerment of Mr. Ion Romica Tamas, the general manager of the company, who in turn can empower others, to sign all documents and take all necessary steps to register the resolutions taken in the OGSM meeting convened by this convening notice.

In order to be able to participate and vote in the meeting, shareholders must comply with the procedures provided by the law and the convening of the meeting, having the rights provided by the legislation in force, the company's articles of incorporation and the applicable specific acts.

I. Rules for shareholders' identification

For the identification of individual shareholders it is necessary the copy of the identity document, certified by mentioning "certified true copy", followed by handwritten signature of the shareholder.

For the identification of shareholders - legal persons it is necessary the copy of the legal representative's identity document, certified by mentioning "certified true copy", followed by handwritten signature of the legal representative and the proof of the capacity of legal representative.

The capacity of shareholder, as well as, in the case of legal persons or entities without legal personality, the capacity of legal representative is established on the basis of the list of shareholders from the reference/registration date received by the issuer from the central depository or, as the case may be, for dates different from the reference/registration date, on the basis of the following documents submitted to the issuer by the shareholder, issued by the central depository or by the participants that provide custody services:

1. the statement showing the shareholder capacity and the number of shares held;
2. documents evidencing the entry of information on the legal representative to the central depository/ participants.

The Company accepts proof of legal representative capacity also on the basis of the documents deemed relevant by the company, submitted by the shareholder legal entity, issued by the trade registry or other similar authority in the state in which the shareholder is registered, within its term of validity, if the shareholder did not provide the central depository/ the participant with adequate information on its legal representative.

Documents attesting the capacity of a legal representative drawn up in a foreign language, other than English, shall be accompanied by a translation made by an authorized translator in Romanian or English language.

1. The shareholders rights to insert additional items on the OGSM agenda and to submit new resolution proposals for the items on the agenda

One or more shareholders representing, individually or jointly, at least 5% of the share capital has/have the right:

1. to add items on the agenda of the OGSM, under the condition that each item is accompanied by a justification or a draft of the resolution proposed to be approved by the OGSM; and
2. to submit draft resolutions for the items included or proposed to be included on the agenda of the OGSM.

These rights may be exercised within a maximum of 15 days from the date of the publication of the OGSM convening, respectively until 09.04.2024.

The rights mentioned under para. (a) and (b) above may be exercised only in written form, the proposals following to be sent by courier services to the company headquarters or by e-mail to [e-mail] in pdf format, incorporating, attaching or logically associating an electronic signature, complying with the requirements of Law no. 455/2001. Shareholders will submit proposals for new items on the agenda and the draft resolutions accompanied by the documents mentioned in point I. Rules for shareholders' identification.

In cases where the exercise of the aforementioned rights determines the modification of the OGSM agenda already communicated to the shareholders, the company makes available a revised agenda, using the same procedure as the one used for the previous agenda, before the reference date of the general meeting, so as to allow the other shareholders to appoint a representative or, if the case may be, to vote by correspondence.

III. The shareholders right to ask questions concerning the agenda

The shareholders of the Company, regardless of the share held in the share capital, may ask questions in writing about the items on the OGSM agenda. This right may be exercised at the latest until 16.04.2024, 10:00.

The proof of the status as shareholder will be done in compliance with the requirements specified in point I. Rules for shareholders' identification from this convening notice.

The questions will be sent by courier services to the company headquarters or by e-mail to [e-mail] in pdf format, incorporating, attaching or logically associating an electronic signature, complying with the requirements of Law no. 455/2001.

IV. Participation and voting in the OGSM

Shareholders can exercise their vote by directly participating to the OGSM, can vote through correspondence or may be represented by other persons, based on a special or general power of attorney, given in compliance with the provisions of the FSA Regulation no. 5/2018.

The voting procedure for the OGSM shall be made available to shareholders at the company's headquarters and on the company's website, www.bestwesternbucovina.ro, starting with 26.03.2024.

IV.1. Direct participation to the OGSM

The access of the shareholders entitled to participate to the OGSM shall be allowed by simply proving their identity in the case of individual shareholders, made with the identity document presented in original, or, in the case of legal persons shareholders, their legal representative's one and in the case of legal entities and represented individuals with the empowerment given to the person that represents them, by complying with the applicable legislation.

IV.2. Participation to the OGSM by representative

The shareholders may also be represented in the OGSM by other persons who are not shareholders, based on a special or general power of attorney.

For the vote through representative based on a special power of attorney, the shareholder must use the special power of attorney forms. These can be downloaded from the company's website www.bestwesternbucovina.roand will also be available at the company's headquarters starting with 26.03.2024.

Shareholders will complete and sign the special power of attorney in three original copies: one for the shareholder, one for the representative and one for the company.

Identification of shareholders and their legal representatives will be made according to the rules stipulated under point I. Rules for shareholders' identification from this convening notice.

The shareholders may grant a general power of attorney for a period which will not exceed 3 years, allowing its representative to vote on all items on the agenda of the shareholders meetings of one or more issuers which are identified within the power of attorney, individually or through a general formula referring to a certain category of issuers, including on issues referring to disposal deeds, under the condition that the special power of attorney is granted by the shareholder, as client to an intermediary as defined according to provisions of art. 2 para. (1) point 19 of Law 24/2017, or to a lawyer.

The Company accepts a general power of attorney for participation and voting within the OGSM, without requiring additional documents relating to that shareholder, if the general power of attorney complies with the provisions of the FSA Regulation no. 5/2018, is signed by that shareholder and is

accompanied by an affidavit given by the legal representative of the intermediary or by the lawyer who has received the power of representation through general power of attorney, in accordance with the provisions of art. 205 of the FSA Regulation no. 5/2018.

In case a shareholder is represented by a credit institution that provides custody services, the latter will be able to vote on the General meeting based on the voting instructions received by electronic means of communication, without the need for a special or general power of attorney to be drawn up by the shareholder. The custodian votes in the OGSM exclusively in accordance with and within the limits of instructions received from its clients as shareholders of the Company at the reference date.

The Company will take into consideration only special/general power of attorney forms submitted/transmitted by mail/courier/e-mail at the company's headquarters, respectively at the e- mail address [e-mail] in pdf format, incorporating, attaching or logically associating an electronic signature, complying with the requirements of Law no. 455/2001, at the latest on 24.04.2024, 10:00.

IV.3. Correspondence vote

The shareholders may vote by correspondence. The correspondence forms drafted both in Romanian and in English, can be downloaded starting with 26.03.2024 from the company's website www.bestwesternbucovina.roand will also be available at the company's headquarters.

The correspondence forms shall be accompanied by documents allowing the identification of shareholders and their legal representatives in accordance with the rules set out in point I from this convening notice.

The Company will take into consideration only correspondence forms submitted/transmitted by mail/courier/e-mail at the company's headquarters, respectively at the e-mail address [e-mail] pdf format, incorporating, attaching or logically associating an electronic signature, complying with the requirements of Law no. 455/2001, at the latest on 24.04.2024, 10:00.

V. Shareholders' right to make proposals for candidates for membership in the Board of Administrators

The current members of the Board of Administrators or the shareholders have the right to nominate persons for the candidacy for the position of administrator.

Shareholders may submit proposals of candidatures for the position of administrator by 09.04.2024 at the latest. The Company will take into consideration only proposals accompanied by documents/ copies of documents that will allow the identification of the shareholder who submitted the proposal, according to the rules presented in point I of this convening notice, and which are also accompanied by information on the name, place of residence and professional qualification of the persons proposed for the position of administrator of the company.

The candidatures shall be submitted/transmitted by mail/courier/e-mail at the company's headquarters, respectively at the e-mail address [e-mail] in pdf format, incorporating, attaching or logically associating an electronic signature, complying with the requirements of Law no. 455/200.

The list containing information on the name and professional qualification of the persons proposed for the position of administrator will be available to the shareholders, at the company headquarters and is published on the company website www.bestwesternbucovina.ro, and may be completed by the deadline of submission. On 10.04.2024 the Company will update the special power of attorney forms and correspondence forms with information about the candidates for the position of administrator

VI. Documents related to the OGSM

The company's financial statements for the year 2023 and the annual report of the Board of Administrators of Casa de Bucovina Club de Munte S.A. for the year 2023 shall be made available to shareholders starting with 25.03.2024.

The report of the financial auditor and the rest of materials to be submitted to the shareholders' approval on the OGSM, the special power of attorney forms, the correspondence forms, the draft resolutions of the OGSM, as well as the voting procedure shall be made available to shareholders starting with 26.03.2024, at the company headquarters or on the company's website, www.bestwesternbucovina.ro.

Shareholders may request copies of the documents to be presented in the OGSM, against payment of an amount of 0.1 lei/page.

Dan Florin MARINESCU

President of the Board of Administrators