S C Comcm S A : 7. PROIECT DE HOTARARE AGEA COMCM S.A_EN

COMCM S.A. CONSTANTA

B-dul Aurel Vlaicu, nr. 144, Constanţa County

J13 / 613/1991

TIN RO 1868287

DRAFT RESOLUTION no. 1 for 17-18.09.2022

of the EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

COMCM S.A. Constanta

On _____________, the Extraordinary General Meeting of COMCM SA Shareholders

took place, legally called, at ______ call, with the participation of the shareholders present

that cast their vote by correspondence, holding a number of _______ shares, representing

_____% of the share capital. With _______ of the votes cast, the following resolutions were

adopted, according to the items on the agenda:

1. Approve/reject the election of secretariat of the meeting consisting of one person, namely Mr. Calin Dragos, shareholder of the company with the identification data available at the company's registered office.
2. Approve/reject a program to buy back own shares, through a public offer to buy, in compliance with the legal provisions, followed by their cancellation and the corresponding decrease of the share capital in accordance with art. 207 of Law 31/1990, with a number of 137,063,674 shares, representing 58% of the share capital, under the following conditions:
3. • the purpose of the program: the company will buy back its own shares to decrease the share capital, by canceling the shares bought back;
   • the maximum number of shares redeemed through the public purchase offer is 137,063,674 shares, representing 58% of the share capital;
   • the minimum price is the market price as per BVB, valid at the time of the purchase, and the maximum price is 0.3458 lei/share;
   • duration of the program is a maximum of 18 months from the date of publication of the resolution in the Official Gazette, Part IV - a, and will take place in the minimum period necessary for its implementation;
   • payment of the redeemed shares will be made from the current available funds of the company and from the amount obtained from the sale of a land, owned

by the company, according to the EGMS resolution.

Approve/reject the decision to authorize the Board of Directors to take all the necessary steps to implement the EGMS resolution.

3. Approve/reject the sale of an asset consisting of land with an area of 110,000 sqm, identified with cadastral number 255951 and the buildings on this land, respectively the buildings identified with the cadastral numbers from 255951 - C1 to 255951 - C26, as well as any other special constructions or facilities existing on this land, not registered, located at the following address: Constanta city, Bld. Aurel Vlaicu nr. 144, County of Constanta, for the minimum price of 10,600,000 euros, to finance the share buyback program through the public offer. The sale will be done by public procurement procedure. Authorize the Board of Directors to take all the steps necessary to carry out the sale of the above asset according to the EGMS resolution.

1. Approve/reject the date of 03.10.2022 as the date of registration of the shareholders on whom the effects of the resolutions adopted by the EGMS are applied.
2. Approve/reject the appointment of General Manager, Alexe Gabriela, to carry out all the steps necessary for the publication and registration of the resolutions adopted by the Extraordinary General Meeting of Shareholders.

CHAIRMAN OF THE EGMS,

Secretary of the EGMS,