Notice of EGMS&OGMS 24.04.2023

To: the Bucharest Stock Exchange

      the Romanian Financial Supervisory Authority

CURRENT REPORT 08/2023

Pursuant to Law no. 24/2017 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers and operations with securities, as subsequently amended and supplemented and the provisions of Article 99 of the Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments.

Important events to be reported: Decision of the Board of Directors to convene the EGMS&OGMS of Safetech Innovations S.A. for 24.04.2023

The management of Safetech Innovations S.A. (hereinafter referred to as the "Company”) informs the market that on 22.03.2023, the Board of Directors of the Company decided to convene the Extraordinary General Meeting of Shareholders (EGMS) and the Ordinary General Meeting of Shareholders (OGMS) of the Company for 24.04.2023 (first calling), respectively for 25.04.2023 (second calling) should the attendance quorum for the first meeting not be met, having the agenda stipulated in the convening notice attached to this current report.

Victor GANSAC

CEO

Issuer: The Board of Directors of SAFETECH INNOVATIONS S.A.

CONVENING NOTICE FOR

 THE EXTRAORDINARY AND ORDINARY GENERAL SHAREHOLDERS MEETINGS

OF SAFETECH INNOVATIONS S.A.

The Sole Director of SAFETECH INNOVATIONS S.A., a joint stock company based in Bucharest, 2^nd District, 12-14 Frunzei Street, Floor 1 and 2, registered with the Trade Register Office of the Bucharest Tribunal under number: J40/3550/2011, having the sole register no. 28239696 (hereinafter referred to as “the Company”), in accordance with the provisions of the Articles of Incorporation of the Company valid on the date of convocation, with the Companies Law no. 31/1990, Law no. 24/2017 regarding the issuers of financial instruments and market operations and the ASF Regulation no. 5/2018 regarding the issuers of financial instruments and market operations, with subsequent amendments and completions,

Hereby Convenes:

I.               THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING (hereinafter referred to as "EGSM") for 24^th April 2023, at 10:00, at the registered office of the Company situated in Bucharest, 2^ND District, 12-14 Frunzei Street, at floor no. 1. (fist convocation). If at the first convocation the legal or statutory quorum of presance for holding the EGSM meeting is not met, the EGSM will be held on 25^th April 2023, at 10:00 (second convocation)

II.             THE ORDINARY GENERAL SHAREHOLDERS MEETING (hereinafter referred to as "OGSM") for 24^th April 2023, at 10:30, at the registered office of the Company situated in Bucharest, 2^ND District, 12-14 Frunzei Street, at floor no. 1. (first convening). If at the first convocation the legal or statutory quorum of presance for holding the OGSM meeting is not met, the OGSM will be held on 25^th April 2023, at 10:30 (second convocation).

Only the Company's shareholders registered at the end of 13.04.2023 (hereinafter "Reference Date") in the register of shareholders kept by CENTRAL DEPOSITARY S.A will be able to participate and vote at the meetings of the OGSM and EGSM. ("Central Depository"). This Reference Date is also valid for the second convocation.

The EGSM will have the following AGENDA

1.              Authorization and empowerment of the Board of Directors, with the right of substitution/sub-delegation, in order to represent the Company in the general meetings of the associates/shareholders of entities outside the territory of Romania, in which Safetech holds the position of associate/shareholder/owner of the share capital of such entities.

For this purpose, the Board of Directors (i) will act as a representative of Safetech and will ensure the respect of the Company's interests in the general meetings of associates/shareholders of the foreign entities; (ii) will express its vote in the name and on behalf of the Company and will give specific voting instructions in the meetings of the statutory/management bodies, regardless of the agenda of these meetings and the type of decision/resolution to be adopted; (iii) will express its vote with full powers, will mandate natural persons proxies, by a decision of the Board of Directors, who will be able to sign in the name and on behalf of the Company with full or limited powers, all and any documents (including Decisions of the General Meetings of the Associates/Shareholders and/or articles of association and/or any statutory documents, as defined by the legal provisions of the state of origin of the foreign entities in which Safetech holds the capacity of associate/shareholder/owner of participation in their share capital) .

2.              Approval of the procedure regarding carrying out, participation and voting in the company's general meetings, having the form proposed by the Company's Board of Directors;

3.              Approval of the ratification of (i) the addition of the non-executive members of the Company's Board of Directors in the stock option plan ("SOP") program, approved by the Resolution of the Extraordinary General Meeting of Shareholders dated 21.07.2022 and (ii) granting of options regarding the acquisition of a determined number of shares in the Company, as follows:

a.    Mr. MIRCEA VARGA - non-executive member - for the equivalent of 0.00023% of the Company's share capital, respectively 15,000 options, each option giving the right to acquire a share;

b.     Mr. ALEXANDRU-FLORIN MIHAILCIUC - non-executive member - for the equivalent of 0.00023% of the Company's share capital, respectively 15,000 options, each option giving the right to acquire a share;

4.              Approval of the registration date (proposal: 14.06.2023), of the ex-date (proposal: 13.06.2023) for the operations provided for in this resolution;

5.              Authorization and empowerment of the President of the Board of Directors, with the right of substitution/sub-delegation, in order to sign any documents (including AGEA decisions) and undertake any necessary formalities in order to implement, submit, register and publish AGEA decisions and/or operations approved by it, including the representation of the Company before any authorities for this purpose.

The OGSM will have the following AGENDA:

1.              Approval of the individual and consolidated financial statements of the Company for the financial year ended on December 31, 2022, accompanied by the report of the Board of Directors regarding the activity of the Company during the year 2022 and the reports of the financial auditor of the Company.

2.              Approval the manner of distribution the net profit related to the financial year ended on December 31, 2022, in the amount of 10,500,302.00 (ten million five hundred thousand three hundred two) Lei, made according to OMFP no. 1802/2014 for the approval of the Accounting Regulations regarding individual annual financial statements and consolidated annual financial statements, as follows:

a)      Legal reserves = 595,283.00 (five hundred ninety-five thousand two hundred eighty-three) Lei,

b)      Use for granting cash dividends to shareholders, in a total amount of 1,995,000.00 (one million nine hundred and ninety-five thousand) Lei, respectively a gross dividend of 0.03 Lei/share,

c)       Undistributed profit = 7,910,019.00 (seven million nine hundred ten thousand nineteen) Lei

d)      Other reserves = 0 (zero) lei.

3.              Approval of the operation to grant dividends to shareholders, according to point, 2 letter b) of the agenda, of the registration date (proposal: 23.06.2023 for the ex-date date (proposal: 22.06.2023) and for date of payment (proposal: 10.07.2023).

4.         Approval of the income and expenditure budget, as well as the investment budget and the research and development budget of the Company for the financial year that will end on December 31, 2023.

5.         Adopting the Remuneration Policy of the Board of Directors of SAFETECH INNOVATIONS S.A., and establishing the remuneration of the company's managers accordingly.

6.         Approval of the Remuneration Report of the Company's management related to the activity carried out in 2022, in accordance with the provisions of 107 of Law no. 24/2017 regarding the issuers of financial instruments and market operations;

7.         Approval of the discharge of the Board of Directors for the activity related to the financial year 2022;

8.         Authorization and empowerment of the President of the Board of Directors, with the right of substitution/sub delegation, in order to sign any documents (including the OGMS decisions) and to undertake any necessary formalities in order to implement, submit, register and publish the OGMS decisions and / or the operations approved by it, including the representation of the Company before any authorities for this purpose.

***

GENERAL INFORMATION REGARDING AGOA AND AGEA:

1.         The right to introduce new items on the agenda. The right to present draft decisions for the items included or proposed to be included on the agenda.

In accordance with Art. 117^1 alin. (1) of the Companies Law no. 31/1990 (“Companies Law”), art. 105. para. (3) of Law 24/2017 on issuers of financial instruments and market operations ("Law on Issuers"), art. 189 of Regulation no. 5/2018 regarding the issuers of financial instruments and market operations (“Issuers Regulation”), and art. 13.8 of the Articles of Incorporation of the Company, one or more shareholders representing, individually or together, at least 5% of the share capital has / have the right to:

(i)   introduce new items on the agenda of the OGSM and / or the EGSM, each item being accompanied by a justification or a draft decision proposed for approval by the general assembly;

and

(ii)  present draft decisions for the items included or proposed to be included on the agenda of the OGSM and / or the EGSM.

The rights mentioned above can be exercised only in writing, or by transmission to the registered office of the Company in Bucharest, 2nd District, 12-14 Frunzei Street, floor 1 and 2, by post or any form of courier with acknowledgment of receipt, whether registered in electronic form to which an extended electronic signature has been incorporated, attached or logically associated, according to Law no. 455/2001 regarding the electronic signature, at the address: investors@safetech.ro, so that the requests are received until 08.04.2023, inclusive. The proposals will be accompanied by the following shareholder identification documents:

A. Natural person shareholder: copy of the identity document (allowing its identification in the list of shareholders of the Company issued by the Central Depository);

B.Legal entity shareholder: copy of the identity document of the legal representative of the legal person shareholder, accompanied by a certificate issued by the Trade Register or another document issued by a similar authority in the state where the shareholder is registered, issued no later than 30 days before the date of publication of the convening notice of the general meeting and within the validity term, which would allow the identification of the shareholder in the list of shareholders of the Company issued by the Central Depository and which, if the Central Depository was not informed in time about the change of legal representative of the shareholder, to prove the quality of legal representative of the person submitting the proposals.

The documents presented in a language other than Romanian or English will be accompanied by the translation made by an authorized translator, the legalization / apostille of the translation not being necessary.

The agenda completed with the points thus proposed by the shareholders will be published at the latest on 12.04.2023.

Informative materials and questions on the agenda

Starting with the date of publication of the convocation and until the date established for the OGSM and EGSM, they can be obtained by shareholders from the registered office of the Company in Bucharest, 2nd District, 12-14 Frunzei Street, floor 1 or consulted online on the Company's website: https://www.safetech.ro/ro/investors/, in Romanian and English, the following documents:

(a)      the convening notice of the OGSM and the EGSM,

(b)     the documents to be presented at the meetings of the OGSM and the EGSM (financial statements for 2020, accompanied by the report of the Board of Directors and the report of the auditor, other materials containing information on the items on the agenda),

(c)      the situation regarding the total number of shares issued and the voting rights at the date of convening,

(d)     the special powers of attorney for the OGSM and the EGSM,

(e)     voting forms by correspondence for the OGSM and the EGSM,

(f)       draft decisions proposed for approval by the OGSM and the EGSM.

Each shareholder, regardless of the participation held in the share capital of the Company, has the right to ask questions regarding the items on the agenda of the OGSM and the EGSM.

The questions will be sent:

•      in writing at the registered office of the Company in Bucharest, 2nd District, 12-14 Frunzei Street, floor 1 and 2 or

•      by electronic means to the e-mail address: investors@safetech.ro, so that the requests are received by the Company with 48 hours prior to the OGMS and EGSM meetings

•      The shareholders who did not send the questions within the afore mentioned timeline, can address them directly within the OGSM or EGSM, in person or through the online platform for the meeting.

The Company will answer the questions asked by the shareholders within the OGSM or EGSM, as the case may be and / or by posting the answer on the Company's website https://www.safetech.ro/ro/investors/ and will also be included in the Process Minutes of the meeting, completed in accordance with the legal provisions in force.

2. Participation in the OGSM and / or EGSM

According to the legal provisions in force, only the persons who are registered as shareholders at the end of 13.04.2023 (reference date), according to the records kept by the Central Depository at that date, have the right to participate and vote in the Assembly.

Shareholders registered in the register of shareholders on the reference date may participate in the OGSM and / or EGSM:

•          in person (physically or online),

·           by correspondence (mail),

•          by representative on the basis of special / general power of attorney.

The access of shareholders entitled to participate in the OGSM and / or EGSM is allowed by verifying their identity, made in the case of individual shareholders with the identity document or in the case of legal entities and shareholders represented with representation documents as described in this procedure.

The shareholders may be present in person or may be represented in the OGSM and / or EGSM, either by their legal representatives, or by other representatives who have been granted a special / general power of attorney, under the conditions of art. 92 paragraph (10) of Law no. 24/2017 regarding the issuers of financial instruments and market operations.

The shareholders have the obligation to give, within the special power of attorney form, specific voting instructions to the person who represents him, for each item registered on the agenda of the Meeting.

The representation of the shareholders in the Meeting can also be done by other persons than shareholders, based on a special or general power of attorney, according to the legal regulations in force.

The shareholders registered in the register of shareholders of the Company kept by the Central Depository, on the reference date, may participate in the Meeting and may vote as follows:

               I.          Personal voting,

Which is exercised after the proof of identity by the shareholder, as follows:

a)        in the case of natural person shareholders, by the simple proof of identity made with the identity document (identity card, identity card, passport, residence permit);

b)        in the case of legal entities shareholders: unique registration code in original or copy in accordance with the original, identity document of the legal representative (identity card, identity card, passport, residence permit). The quality of legal representative is proved by a certificate issued by the trade register or any equivalent document issued by a competent authority of the state in which the shareholder is legally registered, presented in original or in copy according to the original. The documents attesting the quality of legal representative of the legal person shareholder will be issued at most 30 days before the reference date. The documents presented in a language other than English will be accompanied by the translation made by an authorized translator in Romanian / English.

The shareholders physically present at the OGSM and / or the EGSM may choose to express their vote by means of paper ballots or using electronic means of voting.

   II.     Online Voting

Electronic means of voting will be used according to art.197 of Regulation 5/2018 of the A.S.F. regarding the issuers of financial instruments and market operations by accessing the link https://safe.evote.ro/login from any device connected to the internet. For identification and online access to the GMS, the shareholders provide the following information:

a) Natural Persons:

-  Name surname

- Personal Numeric Code (CNP)

-  Email adress

- Copy of identity document (identity card, identity card, passport, residence permit)

- Phone number (optional)

b) Legal entities:

- Name of legal person;

- Unique registration code (CUI);

- Name First name legal representative;

- Personal Numeric Code (CNP) legally represented;

- Email adress

- Legal representative identity card (identity card, identity card, passport, residence permit)

- Copy of the ascertaining certificate issued by the trade register or any equivalent document issued by a competent authority of the state in which the shareholder of the legal person is legally registered, presented in original or in copy according to the original. The documents attesting the quality of legal representative of the legal person shareholder will be issued at most 30 days before the reference date *

- Phone number (optional)

The documents presented in a language other than English will be accompanied by the translation made by an authorized translator in Romanian / English.

The electronic copy of the above mentioned documents will be uploaded online in the dedicated fields.

Uploadable files can have one of the following extensions: .jpg, .pdf, .png.

Shareholders can connect and vote whenever they want within the designated voting period by mail and / or live, the last voting option being the registered one.

The identification made by the Company in the case of natural persons gives access to the General Meetings of the Company in the situation in which the respective natural person is a shareholder at the afferent reference date.

The identification made by the Company in the case of legal entities, special or general proxies gives access to the General Meetings of the Company after proving each time the validity of the legal representative, respectively of the authorized person.

In the event that after the identification process there are discrepancies between the data provided by the shareholder and those in the Register of Shareholders at the reference date, the shareholder will be notified and will be directed to contact the Shareholder Relations Department at investors@safetech.ro or phone number +40 31 225 33 73.

    III.            Power of attourney voting

It is exercised after proving the identity by the shareholder, based on the above mentioned documents, accompanied by the power of attorney.

The special power of attorney can be granted to any person for representation in a single General Shareholders Meetings and contains specific voting instructions from the shareholder, clearly specifying the voting option for each item on the agenda of the General Shareholders Meetings.

The representation of the shareholders in the Meeting can be done by proxy, only by completing and signing the corresponding special power of attorney form.

The representation will be possible both through other shareholders and through third parties. Shareholders without exercise capacity or with restricted exercise capacity may grant special power of attorney to other persons, in accordance with the law.

The special power of attorney forms will be completed and signed by the shareholder in three original copies: one of the copies will be submitted to the Company, one copy will be handed to the representative and the third copy will remain with the represented shareholder.

The special / general proxies, in original or copy containing the mention according to the original under the representative's signature, under the sanction of losing the right to vote, will be submitted / sent to the Company's headquarters in Bucharest, 2nd District, 12-14 Frunzei Street, floor 1 and 2, with 48 hours prior to the OGMS and EGMS meetings.

Proxies not submitted in time will not be considered.

Proxies can also be sent by e-mail until the deadline mentioned above, by a document signed with an extended electronic signature, according to Law no. 455/2001 regarding the electronic signature - by e-mail to the address: investors@safetech.ro.

Regardless of the manner of transmission of the proxies of representation in the Meeting, this must contain the mention written on the envelope, clearly and in capital letters "PROXY FOR THE GENERAL MEETING OF SHAREHOLDERS".

If a shareholder is represented by a credit institution providing custody services, it may vote at the general meeting of shareholders on the basis of voting instructions received by electronic means of communication, without the need for a special power of attorney, or general information by the shareholder, subject to the submission to the Company by the above-mentioned custodian credit institution of a statement on its own responsibility, signed by the legal representative (s) of the credit institution stating the name (s) of the shareholder (in clear ) in whose name the credit institution participates and votes in that GMS, and (ii) the fact that the credit institution provides custody services for that shareholder.

The above-mentioned declaration must be submitted in original, signed and stamped, or by e-mail with an extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature, at the address investors@safetech.ro, at the latest 48 hours before the respective GSM for which the credit institution votes.

In this case, the credit institution shall vote through any person in its administrative or management bodies or in its employees; a proof / declaration attesting that the respective persons have this quality will be submitted together with the statement of the credit institution mentioned above.

The custodian votes in the general meeting of shareholders exclusively in accordance with and within the limits of the instructions received from his clients having the quality of shareholders at the reference date.

The company accepts a general power of attorney given by a shareholder, as a client, an intermediary or a lawyer, without requesting additional documents relating to that shareholder, if the general power of attorney is signed by that shareholder and is accompanied by a statement on his own responsibility by the legal representative of the intermediary or by the lawyer who received the power of attorney through the general power of attorney, stating that:

a) the shareholder is the client of the agent;

b) the general power of attorney is signed by the respective shareholder (including by attachment of electronic signature, if applicable).

The statement described above must be submitted in original to the Company (at the same time as the general power of attorney form and at the same contact details indicated in the call), signed, and stamped (if applicable) by the intermediary / lawyer (without completing other formalities regarding its form).

IV.      Voting by correspondence (mail).

The shareholders registered in the company's shareholders register on the reference date have the possibility to vote by mail, before the OGSM and / or EGSM by using the voting form by mail made available to them starting with 23.03.2023 on the Company's website: https://www.safetech.ro/ro/investors/

•      through the electronic voting platform, accessing the link https://safe.evote.ro/login

•      at the company's headquarters in Bucharest, 2nd District, 12-14 Frunzei Street, floor 1.

Voting forms by mail can be sent in original at the company's headquarters in Bucharest, 2nd District, 12-14 Frunzei Street, floor 1 and 2, with 48 hours prior to the OGMS and EGSM meetings or electronically by electronic means of voting as detailed below.

Voting forms by mail can be sent by e-mail until the deadline mentioned above, by a document signed with an extended electronic signature, according to Law no. 455/2001 regarding the electronic signature - at the address: investors@safetech.ro.

The voting forms by correspondence in original or email in the above conditions will be accompanied by the documents proving the quality of shareholder, respectively:

a)    in the case of individual shareholders: copy of the identity document (identity card, identity card, passport, residence permit) according to the original.

b)   in the case of legal entities shareholders: copy of a unique registration code according to the original, copy of the identity document of the legal representative (identity card, identity card, passport, residence permit) according to the original. The quality of legal representative is proved by a certificate issued by the trade register or any equivalent document issued by a competent authority of the state in which the legal person shareholder is legally registered, submitted in original or in copy according to the original. The documents attesting the quality of legal representative of the legal person shareholder will be issued at most 30 days before the reference date. The documents presented in a language other than English will be accompanied by the translation made by an authorized translator in Romanian / English.

Voting forms by mail can be sent electronically by electronic means of voting according to art.197 of Regulation 5/2018 of the A.S.F. regarding the issuers of financial instruments and market operations.

The identification and expression of the vote by electronic correspondence is done by accessing the link: https://safe.evote.ro/login .

Voting forms can be sent at any time from the beginning of the voting by correspondence until the live session of the general meeting of shareholders, the last voting option being the registered one.

In case the shareholder who expressed his vote by correspondence participates in the general meeting personally or by representative (provided that a special / general power of attorney was sent in compliance with the conditions mentioned in this call), the vote by correspondence expressed for that OGSM and / or the EGSM will remain valid only if the shareholder does not express personally or through a representative another voting option during the meetings of the OGSM and / or the EGSM.

If the person representing the shareholder by personal participation in the general meeting is other than the one who expressed the vote by correspondence, then for the validity of the vote or he presents at the meeting a written revocation of the vote by correspondence signed by the shareholder or the representative who expressed the vote by correspondence

For additional documents and information, please contact the Company at the e-mail address investors@safetech.ro.

President of the Board of Directors of

SAFETECH INNOVATIONS S.A.

Mrs. Victor Gansac