S C Artego S A : RAPORT HOTARARE AGOA SI AGEA 2023 – ENGLEZA

ARTEGO S.A.

ADRESA: Str. Ciocarlau nr. 38

TG-JIU - 210103, GORJ, ROMANIA;

J 18/1120/1991; CIF: RO 2157428

Telefon: [phone]; 22.64.45

Fax: [phone]; 22.60.67; 22.60.45

Capital social: 20.286.865 lei

Benzi transport, Garnituri, Placa tehnica, Covoare, Flexiblocuri, Burdufi

Coturi si mansoane radiator, piese auto din cauciuc, Covoare auto

Current report

Date of report: 19.04.2023

Issuer Name : ARTEGO S.A.

Headquarters: Tg. Jiu, str. Ciocarlau nr. 38, Jud. Gorj.

Nr. Registration at ORC: J18/1120/1991

CUI: RO2157428

Share capital :20.286.865 RON

Trading market: BVB market - standard

e) Other events:

Ordinary General Meeting of ARTEGO Shareholders with headquarters in Tg Jiu, Ciocirlau Street no. 38 was

convened in accordance with the legislation in force, at the company's headquarters, on 19 / 20.04.2023 at 11:

The OGMS is in its first convocation. The summons was published in the Romanian Official Gazette, part Iva. The meeting was attended by the shareholders registered in the Register of Shareholders on the reference date 04.04.2023. Out of the total of 8,114,746 issued shares, 6,968,820 shares were present and represented at the meeting, representing 85.87% of the total issued shares. The OGMS is statutory and legally constituted. The OGMS unanimously decides (6,968,820) as follows :

For the Ordinary General Meeting of Shareholders:

1. Approval of the management report of the Board of Directors for the year 2022 and its discharge for the year 2022.
2. Approval of the of the balance sheet, the profit and loss account for the year 2022 and the method of distribution of the net profit in the total amount of 12,315,948 lei, as follows:

• 7,056,259 lei - dividends, respectively 0.86956 lei/ gross dividend per share;
• 4,125,804 lei - other reserves;
• 842,092 lei - reinvested profit;
• 291,793 lei - accounting loss coverage resulting from corrections;

Approval of the dividend payment date on 31.05.2023.

3.Approval of the auditor's report for 2022.

4. Approval of the income and expenditure budget for 2023.

1. Approval of the man-machine scheme of the company, the maximum number being 500, according to the provisions of the Constitutive Act.
2. Approval of the remuneration report of the company's managers (administrators and directors), in accordance with the provisions of art. 107 of Law 24/2017 regarding issuers of financial instruments and market operations.

7Approval the registration date on 10.05.2023 for the AGOA, according to art. 87 para. 1 of Law 24/2017 regarding the issuers of financial instruments and market operations and the approval of 09.05.2023 as ex-date.

For the Extraordinary General Meeting of Shareholders:

Extraordinary General Meeting of ARTEGO Shareholders with headquarters in Tg Jiu, Ciocirlau Street no. 38 was

convened in accordance with the legislation in force, at the company's headquarters, on 19 / 20.04.2022 at 11.30

The EGMS is at its first call. The convocation was published in the Official Gazette of Romania, part IV a. The

shareholders registered in the Register of Shareholders on the reference date 04.04.2023 participated in the meeting.

Out of the total of 8,114,746 issued shares, 6,968,820 shares were present and represented at the meeting, representing 85.87% of the total issued shares. The EGMS is statutory and legally constituted.

The EGMS decides unanimously (6,968,820) as follows:

1 .Approval of the extension of credit lines as follows:

1. 1. Loan contracted at Intesa Sanpaolo Bank
2. Approval of the extension of the date of use of the cash, multicurrency, non-committal credit ceiling, for an indefinite period, in the amount of EUR 2,222,222;
3. Approval of the maintenance of all the guarantees already established in favor of the Bank to guarantee the credit mentioned above, together with the interest, commissions and other related costs, based on the credit contract mentioned above and related guarantee contracts, namely:
   - Real estate mortgage, for the entire value of the Loan, to which is added the interest related to the loan calculated until its full repayment, as well as the commissions and expenses related to the loan, on the following properties owned by the Borrower:
4. 1. intra-villageyard-construction land with an area of 11,243 sqm, located in Targu Jiu, str. Ciocarlau, no. 38, Gorj county, having cadastral number 1315/2/1/1/1/4, together with buildings C15 with cadastral number 1315/2/1/1/1/4-C15, C16 with cadastral number 1315/2/ 1/1/1/4-C16, C17 with cadastral number 1315/2/1/1/1/4-C17, C28 with cadastral number 1315/2/1/1/1/4-C28, C29 with cadastral number 1315/2/1/1/1/4-C29, C30 with cadastral number 1315/2/1/1/1/4-C30, C31 with cadastral number 1315/2/1/1/1/4-C31, C60 with cadastral number 1315/2/1/1/1/4-C60, C70 with cadastral number 1315/2/1/1/1/4-C70, C73 with cadastral number 1315/2/1/1/1/ 4-C73, registered in the land register no. 41172 (derived from the paper conversion of CF no. 24788) of Targu Jiu Municipality;
   2. intra-villageyard-construction land with an area of 18,910 sqm, located in Targu Jiu, str. Ciocarlau, no. 38, Gorj county, having cadastral number 1315/2/1/1/1/7, together with buildings C54 with cadastral number 1315/2/1/1/1/7-C54, C55 with cadastral number 1315/2/ 1/1/1/7-C55, C58 with cadastral number 1315/2/1/1/1/7-C58, C57 with cadastral number 1315/2/1/1/1/7-C57, C56/2/ 1 with cadastral number 1315/2/1/1/1/7-C56/2/1, C69 with cadastral number 1315/2/1/1/1/7-C69, registered in land register no. 40067 (derived from the paper conversion of CF no. 24791) of Targu Jiu Municipality;
   3. intra-villageyard-construction land with an area of 4,114 sqm, located in Targu Jiu, str. Ciocarlau, no. 38, Gorj county, having cadastral number 1315/2/1/1/1/9, together with building C56/4 with cadastral number 1315/2/1/1/1/9, registered in the land register no. 41169 (derived from the paper conversion of CF no. 24793) of Targu Jiu Municipality;
   4. intra-villageyard-construction land with an area of 1,575 sqm, located in Targu Jiu, str. Ciocarlau, no. 38, Gorj county, having cadastral number 1315/2/1/1/1/10, together with building C63 with cadastral number 1315/2/1/1/1/10-C63, registered in the land register no. 41170 (derived from the paper conversion of CF no. 24794) of Targu Jiu Municipality;

1. inner-cityyard-construction land with an area of 22,150 sqm, located in Targu Jiu, str. Ciocarlau, no. 38, Gorj county, having cadastral number 1315/2/1/1/1/11, together with buildings C56/3 with cadastral number 1315/2/1/1/1/11-C56/3, C61 with cadastral number 1315/2/1/1/1/11-C61, C62 with cadastral number 1315/2/1/1/1/11-C62, registered in the land register no. 41165 (derived from the paper conversion of CF no. 24795) of Targu Jiu Municipality;
   - Movable mortgage on commercial receivables resulting from commercial contracts (to be updated/individualized in the annexes to the movable mortgage contract) concluded by the Borrower with its debtor clients accepted by the Bank whose value must permanently cover the value of the credit line.

1. Approval of the power of attorney of Mr. DAVID VIOREL, as president of the Board of Directors, because, on behalf and for the Company:

1. to represent it with full powers before the Bank, public notaries, public authorities, and any other third parties;
2. to negotiate, accept the contractual clauses and sign with the Bank the additional document to the credit agreement mentioned above as well as any other necessary documents in connection with the credit facility mentioned in point 1) above;
3. to carry out any other activity that it considers necessary or that will be requested by the Bank in order to implement this decision.
   4) Approval of the power of attorney of Mr. DAVID VIOREL, as president of the Board of Directors, to approve any subsequent modifications / extensions of the maximum duration of use of the credit line mentioned in point 1) above. The above mandate is granted including for any subsequent changes to the Credit and Guarantee Agreements, including but not limited to the purpose, type, use, extension/increase/decrease of credits and the object of the guarantees.

1. Credit Contracted at ING Bank NV Amsterdam

Approval of the Contracting from ING Bank N.V. Amsterdam Bucharest Branch ("Bank") has four credit facilities as follows:

1. 1. the increase of the existing credit line of EUR 2,250,000 according to contract 14228/04.02.2014 up to the value of EUR 4,250,000 for financing the working capital (this credit line will also include the value of the second existing credit line, at who will give up);
2. a line for issuing bank guarantee letters in the amount of Ron 5,000,000 cf contract 14228/01 of 04/26/2021;
3. a line for issuing bank guarantee letters in the amount of Ron 700,000 cf contract WB/NW/1775 of 29.12.2021. This line is guaranteed with cash collateral.
4. a line for issuing bank guarantee letters in the amount of Ron 800,000 cf contract WB/NW/1502 of 16.11.2022. This line is guaranteed with cash collateral.
5. 
   The credit line in the amount of Eur 2,000,000 (which resulted from the conversion of the credit line of Ron 9,000,000) will be closed, its value will be accumulated in facility 1) above;

• • I. The guarantee of all financial obligations (loans, interest, penalties, other costs) arising from the credit facilities mentioned in point I sub-points 1) and 2) above, will be done with:
  • - Real estate mortgage on intra-urban land with an area of 531 sqm and the construction built on it, having cadastral number 1315/2/1/1/8, CF 39574;
  • - Real estate mortgage on intra-urban land with an area of 1000 sqm, having cadastral number 4327, CF 47079;
• Real estate mortgage on intra-urban land with an area of 4760 sqm and the construction built on it, having cadastral number 4296, CF 47074;

• Real estate mortgage on intra-urban land with an area of 1395 sqm, having cadastral number 37200, CF 37200;
• Real estate mortgage on intra-urban land with an area of 9632 sqm, having cadastral number 37202, CF 37202;
• Real estate mortgage on intra-urban land with an area of 20,617 sqm and the construction built on it, having cadastral number 1315/2/1/1/2, CF 40066;
• Real estate mortgage on intra-urban land with an area of 15,409 sqm and the buildings built on it C1- C8, having cadastral number 41266, CF 41266;
• Real estate mortgage on intra-urban land with an area of 996 sqm and the construction built on it, having cadastral number 1315/2/1/1/5, CF 41270;
• Real estate mortgage on intra-urban land with an area of 1063 sqm and the construction built on it, having cadastral number 41263, CF 41263;
• Real estate mortgage on intra-urban land with an area of 14,478 sqm and the buildings built on it C1- C7, having cadastral number 44426, CF 44426;
• Real estate mortgage on intra-urban land with an area of 6,843 sqm and the buildings built on it C18- C-23, C53, C73, having cadastral number 1315/2/1/1/1/6, CF 47076;
• Pledge on the company's stocks, located in 38 Ciocirlau str., with the exception of the stocks under the management of G45 - Raw materials-powders;
• Assignment of receivables related to at least the following commercial relationships: Masanes Servindustria Spain, Arcelormittal Galati SA, Arcode UK Limited England, Technirub Vizo International B.V. Netherlands, Gummi Undtransportbandservice GMBH Germany, Steadfast Resource Developments Limited (SRD) England, Knapheide Germany, Muller Beltex BV Netherlands, Scoarta Comprest SRL, Metroseal England, CE Oltenia, Lavorgomma SRL; Sati Group SPA, Ites Gummi-Und Dichtungstechnik GMBH, Barbieri SRL Nastri, Helsingin Hihna Finland;
• Movable mortgage on all company accounts opened at Ing Bank

For negotiating the terms of credit facilities, signing credit contracts, guarantee contracts (movable/real estate), any additional documents deriving from these contracts (e.g. additional documents for reducing or extending credit facilities), as well as any other documents, which the Bank will request from the company in order to grant credit facilities, we authorize Mr. DAVID VIOREL, having the function of GENERAL DIRECTOR, his/her signature being fully opposable to the company, the power of attorney is valid for a period of 1 year.

1. 1. ) Loan contracted at Credit Europe Bank
2. Approveal on the extension of the maturity of the credit facility contracted by Societate de la Credit Europe Bank (Romania) S.A. through the Pitesti Branch in the form of a Credit Line (Overdraft) in the amount of 8,900,000 RON (eight million nine hundred and twenty) from 26.01.2024 to 24.01.2025.
3. Approve the extension of the maturity of the credit facility contracted by Societate de la Credit Europe Bank (Romania) S.A. through the Pitesti Branch in the form of a Credit Line (Overdraft) in the amount of 5,000,000 RON (five million) from 26.01.2024 to 24.01.2025.
4. Approval on the maintenance/establishment of guarantees on assets from the Company's patrimony and other goods, to guarantee the credit facilities mentioned in point 1 and point 2 above, as follows:
   a) real estate mortgageon the following real estate, owned by the Company:
   a.1.) buildinglocated in Târgu Jiu Municipality, Str. Ciocirlau, no. 38, Gorj county, composed of intra-village land, yard-buildings category, with an area of 1,271 m.p., together with the constructions C1 - Administrative group, with a built-up surface area of 161.32 m.p. and C2 - Administrative group, with built-up surface area of 151.81 m.p., registered in the Land Registry no. 39568 of Târgu Jiu Municipality, Gorj County (derived from the paper conversion of CF no. 24777), with no. cadastral 39568 for land (old cadastral no. 1315/2/1/1/3), respectively no. cadastral 39568-C1 and no. cadastral 39568-C2 for constructions;
   a.2.) buildinglocated in Târgu Jiu Municipality, Str. Ciocirlau, no. 38, Gorj county, composed of intra-village land, courtyard-construction category, with an area of 6,705 m.p., together with the construction of the Oxygen Factory, registered in the Land Register no. 37455 of Târgu Jiu Municipality, Gorj County (derived from the paper conversion of CF no. 24778), with no. cadastral 37455 for land (old cadastral no. 1315/2/1/1/4) and no. cadastral 37455-C1 for construction;

a.3.) buildinglocated in Târgu Jiu Municipality, Str. Ciocirlau, no. 38, Gorj county, composed of intra-village land, yard-construction category, with an area of 1,859 m.p., together with the construction C1 - Tailoring section + gate group, with a built-up area on the ground of 667.87 m.p., registered in the Book Landlord no. 39567 of Târgu Jiu Municipality, Gorj County (derived from the paper conversion of CF no. 24781), with no. cadastral 39567 for land (old cadastral no. 1315/2/1/1/7) and no. cadastral 39567-C1 for construction;

a.4.) buildinglocated in Târgu Jiu Municipality, Str. Ciocirlau, no. 38, Gorj county, composed of intra-village land, yard-construction category, with an area of 5,047 m.p., together with the construction of the renovated Tamburi Section, registered in the Land Register no. 39579 of Târgu Jiu Municipality, Gorj County (derived from the paper conversion of CF no. 24783), with no. cadastral 1315/2/1/1/9 for land and no. cadastral 1315/2/1/1/9-C59 for construction;

a.5.) buildinglocated in Târgu Jiu Municipality, Str. Ciocirlau, no. 38, Gorj county, composed of intra-village land, yard-construction category, with an area of 3,744 m.p., registered in the Land Registry no. 39564 of Târgu Jiu Municipality, Gorj County (derived from the paper conversion of CF no. 24784), with cadastral number 39564 (old cadastral no. 1315/2/1/1/10);

a.6.) building located in Târgu Jiu Municipality, Str. Ciocirlau, no. 38, Gorj county, composed of intra-urban land, yard-construction category, with an area of 9,538 m.p., together with the construction C1 - Industrial Hall

• Gaskets Section, with a built-up surface area of 6,429.15 m.p., registered in the Book Landlord no. 39562 of Târgu Jiu Municipality, Gorj County (derived from the paper conversion of CF no. 24792), with no. cadastral 39562 for land (old cadastral no. 1315/2/1/1/1/8) and no. cadastral 39562-C1 for construction;
  a.7.) building located in Târgu Jiu Municipality, Str. Ciocirlau, no. 38, Gorj county, composed of intra-village land, yard-construction category, in a surface area of 9,280 m.p., together with the buildings: demineralization station, demineralization station annex, demineralization station pool, changing room, thermal plant, compressor station warehouse, registered in the Land Register no. 47078 of Târgu Jiu Municipality, Gorj County (derived from the paper conversion of CF no. 24787), no. cadastral number 47078 for land (old cadastral no. 1315/2/1/1/1/3) and no. I'm falling. 47078-C1, no. I'm falling. 47078-C2, no. I'm falling. 47078- C3, no. I'm falling. 47078-C4, no. I'm falling. 47078-C5, no. I'm falling. 47078-C6 for construction;
  a.8.) building located in Târgu Jiu Municipality, Str. Ciocirlau, no. 38, Gorj county, composed of intra-village land, yard-buildings category, in an area measuring 17,758 m.p., together with the buildings: pool, pump house, pool, thermal plant, industrial building, substation, recirculated water pool, cooling tower, pump station, cooling tower, industrial and civil construction, industrial and civil construction, industrial and civil construction, industrial and civil construction, industrial and civil construction, chlorination station, metal warehouse, registered in the Land Registry no. 41246 of Târgu Jiu Municipality, Gorj County (derived from the paper conversion of CF no. 24789), no. I'm falling. 41246 for land (old cadastral no. 1315/2/1/1/1/5) and no. I'm falling. 41246-C1, no. I'm falling. 41246-C2, no. I'm falling. 41246-C3, no. I'm falling. 41246-C4, no. I'm falling. 41246-C5, no. I'm falling. 41246-C6, no. I'm falling. 41246-C7, no. I'm falling. 41246-C8, no. I'm falling. 41246-C9, no. I'm falling. 41246-C10, no. I'm falling. 41246-C11, no. I'm falling. 41246-C12, no. I'm falling. 41246-C13, no. I'm falling. 41246-C14, nr. cad. 41246-C15, nr. cad. 41246-C16, nr. cad. 41246-for construction;

1. movable mortgage on the stocks of goods (raw materials) owned by the Company, so that their value has a minimum coverage rate of 30% of the value of the credit facilities mentioned in point 1 and point 2 above.
2. mortgage on the receivables originating from the commercial contracts concluded by the Company with its clients, accepted by Credit Europe Bank (Romania) S.A., so that the amount remaining to be collected from these contracts has a minimum coverage rate of 50% of the value the credit facilities mentioned in point 1 and point 2 above.