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According to the provisions of the Companies Law no. 31/1990, republished, and subsequently amended and supplemented (“Law 31/1990“), of the Articles of Association, Law 24/2017 on Issuers of Financial instruments and Market Operations (“Law 24/2017“) and of the ASF Regulation no. 5/2018 on issuers of Financial Instruments and Market operations, as subsequently amended and supplemented (“Regulation 5/2018“),

The Sole Administrator of BITTNET SYSTEMS S.A., a Romanian legal entity, with its registered office in Bucharest, Str. Șoimuș no. 23, Bl. 2, Sc. B, Ap. 24, sector 4 and with the correspondence address at the secondary headquarters in Bucharest, Timișoara Boulevard no. 26, “Plaza Romania Offices” building, et. 1, sector 6, registered with the Trade Register under no. J40 / 3752 / 22.02.2007, having Unique Registration Code RO21181848 (“the Company”),

CONVENES:

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS on the date of 29.01.2020 at 11.00 AM at the secondary office address located in Bucharest, Timișoara Boulevard no. 26, “Plaza Romania Offices” building, et. 1, sector 6, to which the shareholders registered at the end of the day of 17.01.2020, considered the Reference Date, in the register of shareholders kept by the CENTRAL DEPOSITARY S.A. are entitled to participate and vote (“EGSM“).

AND

THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS on the date of 29.01.2020, at 12.00, at the secondary office address located in Bucharest, Timișoara Boulevard no. 26, “Plaza Romania Offices” building, et. 1, sector 6, to which the shareholders registered at the end of the day of 17.01.2020, considered the Reference Date, in the register of shareholders kept by the CENTRAL DEPOSITARY S.A. are entitled to participate and vote (“GSM“).

If the legal and statutory quorum of presence is not met at the first call, the EGSM will be held on 30.01.2020 at 11.00 AM, in the same place, with the same agenda for all shareholders registered in the Register of Shareholders on the same Reference Date.

and

The GSM will be held on 30.01.2020 at 12.00 PM, in the same place, with the same agenda for all the shareholders registered in the Register of Shareholders at the same Reference Date.

The agenda of the Extraordinary General Meeting of Shareholders is as follows:

  1. Presentation and approval of the new Articles of Association of the Company, in the form presented to the shareholders (“New Articles of Association“).
  2. Presentation and approval of the procedure for organizing and conducting the general meetings of the shareholders of the Company (“GSM Procedure“), in the form presented to the shareholders.
  3. Approval of an incentive plan for key personnel, by offering options for the purchase of a number of shares, representing maximum 5% of the total shares of the Company, at a preferential price, under the Stock Option Plan (the “Plan“), in the form presented to the shareholders.
  4. Approval of the admission to trading of the shares of the Company on the Regulated Market administered by the Bucharest Stock Exchange S.A. and the empowerment of the Board of Directors to take all necessary actions and formalities for this purpose as requested by the Financial Supervisory Authority, Bucharest Stock Exchange, Central Depository, Trade Registry and/or any other institution, in this regard. The Board of Directors is mandated to establish the date, structure, and conditions of the admission to trading of the shares of the Company on the Regulated Market administered by the Bucharest Stock Exchange.
  5. Authorization of the Board of Directors of the Company so that, within a period of 3 years from the date of this decision, it can decide to increase the subscribed share capital, by one or more issuances of shares, with a value that does not exceed half of the subscribed share capital existing in the moment of the authorization, respectively up to 5,810,160.3 lei and consequently the approval of the modification of art. 9.15 of the New Articles of Association, which will have the following content:

“The Board of Directors is authorized by [29][30].01.2023, to decide to increase the subscribed share capital, by one or more issuances of shares, with a value that does not exceed half of the subscribed share capital existing at the moment of authorization. The following value is of share capital is calculated 58,101,603 shares or 5,810,160.3 lei. Exclusively for the increase of the share capital under the aforementioned conditions, it is granted to the Board of Directors, for each of the capital increases made within the limit at the level of the authorized capital, the power to decide the restriction or lifting of the preference rights of the existing shareholders at the date of the respective increase of the share capital.”

  • Approval of the takeover by the Board of Directors of all the ongoing mandates accorded by the Ordinary and Extraordinary General Meetings of the Shareholder to the Sole Administrator of the Company.
  • Approval of the power of attorney, with the possibility of substitution, of Mr. Mihai-Alexandru-Constantin Logofătu, to sign the decisions of the shareholders, the New Articles of Association in its modified and updated form, as well as any other documents related to them and to fulfill all the procedures and formalities provided by law for the implementation of the shareholders’ decisions, including the formalities for their publication and registration in the Trade Register or at any other public institution.

The agenda of the Ordinary General Meeting of Shareholders is as follows:

  1. Subject to the approval of the EGSM of the New Articles of Association of the Company, informing the shareholders about the termination of the mandate of Sole Administrator of the Company of Mr. Mihai-Alexandru-Constantin Logofătu.
  2. Subject to the approval of the EGSM of the new Articles of Association of the Company, approval of forming of the Board of Directors of the Company consisting of 3 members.
  3. Subject to the approval of the EGSM of the new Articles of Association of the Company, election of 3 members of the Board of Directors, of which at least one member will be an independent director. The term of mandates of the elected Board Members shall be 4 years from the date of appointment.
  4. The empowerment of the designated persons to sign the mandate contracts to be concluded with the new directors elected in accordance with point 3 above. The mandate contract concluded with each of the members of the Board of Directors will be signed in the name and for the benefit of the Company by any other member of the Board of Directors.
  5. Approval of the remuneration of the members of the Board of Directors for the full duration of the current mandates as follows:
  6. 5,000 (five thousand) RON gross per month for each member of the Board of Directors, with the exception of the President;
  7. 25,000 (twenty-five thousand) RON gross per month for the President of the Board of Directors;
  8. Inclusion in the incentive plan with options for the key personnel (SOP2020), with a number of options equal to 0.5% of the total number of shares, annually, for each member of the Board of Directors except the President of the Board; and
  9. Inclusion in the incentive plan with options for the key personnel (SOP2020), with a number of options equal to 0.75% of the total number of shares, annually, for the President of the Board.
  10. Approval of the framework management contract model for the members of the Board of Directors.
  11. Approval of the power of attorney, with the possibility of substitution, of the administrator of the Company, Mr. Mihai-Alexandru-Constantin Logofătu, to sign the shareholders’ decisions and any other documents related to them and to fulfill all the procedures and formalities provided by law for the implementation of the shareholders’ decisions, including the formalities of publishing and registering them in the Trade Register or at any other public institution.

GENERAL INFORMATION CONCERNING EGSM AND GSM

In the situation of non-fulfillment of the quorum conditions on the date of the first convocation, pursuant to the provisions of art. 118 of Law 31/1990, the EGSM is convened again for 30.01.2020 at 11:00 AM and the GSM for 30.01.2020 at 12:00 PM, in the same place and with the same agenda, with the same maintenance Reference Data (17.01.2020).

The share capital of Bittnet Systems S.A. consists of 116,203,206 nominative, ordinary and dematerialized shares, each of which has the right to one vote in the GSM and EGSM.

Information materials and questions about the agenda

Starting with the date of 29.12.2019 until the date set for holding the EGSM / GSM, the information materials can be obtained by the shareholders at the registered office of the Company in Bucharest, Timișoara Boulevard no. 26, Plaza Romania Offices building, 1st floor, sector 6, every business day, or can be downloaded from the Company’s website https://investors.bittnet.ro, category <Shares> section <General Shareholder Meetings> the following documents: The convening notice, the situation regarding the total number of shares issued and voting rights at convening date, the draft for vote by proxy, Correspondence Voting Ballot, the information materials regarding the points included on the agenda of the EGSM and GSM, to be presented at the general meetings, and the list of nominations for the position of member in the Board of Directors of the Company.

Each shareholder has the right to ask, until the date of 28.01.2020, at 17:00, questions regarding the items on the agenda of the GSM or EGSM. The company will answer the questions asked by the shareholders at the respective meeting.

The shareholders of the Company have the right and can ask written questions regarding the items on the agenda, together with documents that allow the identification of the shareholder, until at the latest on the day before the respective EGSM. The Company may respond by posting the response on the Company’s website (https://investors.bittnet.ro) or directly at the respective meeting. The questions of the shareholders may be sent in writing either by mail or by courier services to the Company’s headquarters mentioned as above, or by electronic means, with an extended electronic signature (to the email address: investors@bittnet.ro or fax: 0215271698).

Shareholders’ right to introduce additional items on the agenda

In accordance with Art. 117^1 paragraph (1) of Law no. 31/1990, one or more shareholders, who own individually or together at least 5% of the share capital of the Company, have the right:

  1. to introduce new items on the agenda of the GSM / EGSM, provided that each item is accompanied by a justification or a draft decision proposed for approval and received at the headquarters of the Company – Bucharest, Timișoara Boulevard no. 26, Plaza Romania Offices building, et. 1, sector 6 – until 09.01.2020, at 17:00;
  2. to present draft decisions for the items included or proposed to be included on the agenda of the EGSM / GSM, proposals that will be formulated in writing to be received at the headquarters of the Company – Bucharest, Timișoara Boulevard no. 26, Plaza Romania Offices building, et. 1, sector 6, until 09.01.2020, at 17:00.

In order to exercise the right to introduce items on the agenda / the right to present draft resolutions for the items included or proposed to be included on the agenda of the EGSM / GSM, the entitled shareholders should submit/transmit, together with documents that allow their identification, the request addressed to the Company, in a sealed envelope (in original), by post or courier services, at the headquarters of the Company in Bucharest, Timișoara Boulevard no. 26, Plaza Romania Offices building, et. 1, sector 6, or sent by fax (0215271698) or e-mail with extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature, at investors@bittnet.ro, until 09.01.2020 at 17:00, with the written mention “PROPOSAL OF NEW POINTS ON THE AGENDA FOR THE GENERAL MEETING OF SHAREHOLDERS”.

The right to submit nominations for the position of member of the Board of Directors

The shareholders of the Company, regardless of their shareholding in the share capital, as well as the administrator of the Company, may submit proposals for candidates for appointment as a member of the Board of Directors of the Company, including on request information about the name, place of residence and professional qualification of the proposed persons and accompanied by (i) a copy of the valid identity document of the shareholder / administrator of the Company (in the case of natural persons, identity card, identity card, passport, residence permit, respectively in the case of legal persons, identity card, identity card, passport, residence permit of the legal representative), (ii) curriculum vitae of the proposed person and (iii) in the case of the proposal of a candidate for the position of independent member, a declaration on the candidate’s own responsibility regarding the fulfilment of all the eligibility criteria.

The shareholders / administrator of the Company will be able to submit/transmit the request addressed to the Company, together with the documents listed in the paragraph above, in a closed envelope (in original), by post or courier services, at the headquarters of the Company in Bucharest, Timișoara Boulevard no. 26, Plaza Romania Offices building, et. 1, sector 6, or sent by fax (0215271698) or e-mail with extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature, at investors@bittnet.ro, until 09.01.2020 at 17:00, with the written mention “PROPOSAL FOR APPLICATIONS FOR THE MEMBER POSITION OF THE BOARD OF DIRECTORS”.

Participation at the GSM

According to the legal provisions in force, only persons who are registered as shareholders at the end of 17.01.2020 (Reference Date) have the right to participate and vote in the Meeting. Shareholders registered in the register of shareholders on the Reference Date may participate in the GSM / EGSM personally, by correspondence or by proxy on the basis of special / general Power of Attorney.

The access of the shareholders entitled to participate in the GSM / EGSM is allowed by the simple proof of their identity, made in the case of shareholders who are natural persons with the identity document, or in the case of shareholders who are legal persons, legal representatives, legal entities or proxies of the shareholders who are natural persons, with the empowerment given to the person representing them, in compliance with the legal provisions applicable in the matter.

Shareholders may participate personally or may be represented in the Shareholders Meeting either by their legal representatives or by other representatives to whom special / general Power of Attorney has been granted, in accordance with Art. 92 paragraph (10) of Law no. 24/2017. A shareholder is obliged to indicate, in the special Power of Attorney form, specific voting instructions to the person representing him, for each item on the agenda of the EGSM / GSM.

The representation of the shareholders in the EGSM / GSM can also be done by persons other than the shareholders, on the basis of special or general Power of Attorney, according to the legal provisions in force.

Shareholders registered in the Shareholders’ Register on the Reference Date may attend the Meeting and may vote as follows:

1. Vote in person, which shall be exercised following the proof of the identity of the shareholder, as follows:

a) in case of shareholders who are natural persons, by simple proof of identity done with an identity document (identity card, passport, residence permit)

b) in case of shareholders – legal persons, with the identity card of the legal representative (identity card, passport, residence permit). The status of legal representative shall be ascertained on the basis of the list of shareholders from the Reference Date received by the Company from the Central Depository, or, as the case may be, for date other than the Reference Date based on a certificate issued by the Trade Registry or any equivalent document issued by a competent authority of the State in which the legal person is legally registered, presented in original or in a copy corresponding to the original. The documents certifying the quality of the legal representative of the legal person shareholder shall be issued no later than 30 days before the reference date. Documents submitted in a language other than English shall be accompanied by a translation carried out by an authorized translator in Romanian / English language.

2. Vote by proxy, which shall be exercised following the proof of identity of the shareholder, on the basis of the above-mentioned documents (“Vote in Person” section), accompanied by a Power of Attorney. Special Power of Attorney may be granted to any person for representation in a single GSM. The Power of Attorney shall contain specific voting instructions from the shareholder, with a clear indication of the voting option for each item on the agenda of the EGSM/GSM.

The shareholder representation in the GSM can be done through an empowered person, only by filling in and signing the special Power of Attorney form. Representation can be done through other shareholders as well as through third parties. Shareholders lacking exercise capacity or having limited exercise capacity can award special Power of Attorney to other persons, according to the law.

The special Power of Attorney forms shall be completed and signed in three 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 Power of Attorney and the General Powers of Attorney (before the first use) in the original or copy containing the statement according to the original under the representative’s signature will be filed / sent to the headquarters of the Company from Bucharest, Timișoara Boulevard no. 26, Plaza Romania Offices building, et. 1, sector 6, 48 hours before the first meeting of the Assembly, so that they will be received until the latest on 27.01.2020, 09:00AM for the EGSM and 27.01.2020, 10:00AM for the GSM, under the sanction of losing the right to vote. The Powers of Attorney that were not submitted within the deadline will not be taken into account. The powers may also be sent by e-mail up to the deadline mentioned above, through a document signed with the extended electronic signature, according to Law no. 455/2001 regarding the electronic signature – by e-mail to investors@bittnet.ro. Regardless of how the powers of representation are transmitted in the EGSM / GSM, it must contain the written, clear and capitalized statement “EMPOWERMENT FOR THE GENERAL MEETING OF SHAREHOLDERS”.

Starting with 29.12.2019, the special empowerment forms for the EGSM / GSM can be obtained from the headquarters of Bittnet Systems S.A. – Bucharest, Timișoara Boulevard no. 26, Plaza Romania Offices building, et. 1, sector 6 or can be downloaded from the Company’s website (https://investors.bittnet.ro).

Generally, a shareholder may empower only one representative to represent him / her in the GSM / EGSM. However, the Power of Attorney may nominate one or more alternate representatives to ensure the representation of the shareholder in the GSM / EGSM if the above-mentioned principal representative is unable to participate in the GSM / EGSM. The special empowerment must provide the order in which the alternate representatives will vote, in case the main representative does not participate in the GSM / EGSM.

Also, a shareholder may grant a general power of attorney valid for a period not exceeding 3 years, by which he empowers the representative to vote in all matters in the debate of the General Meetings of the Shareholders of the Company, including regarding disposition documents, with the condition that the Power of Attorney is granted by the shareholder as a client to an intermediary for the purposes of capital law or to a lawyer.

The shareholders cannot be represented in the GSM / EGSM on the basis of a general Power of Attorney by a person who is in a situation of conflict of interests, according to art. 92 point 15 of Law no. 24/2017.

If a shareholder is represented by a credit institution that provides custody services, he or she may vote in the GSM / EGSM based on the voting instructions received by electronic means of communication, without the need for a special or general power of attorney. The custodians vote in the GSM exclusively in accordance with and within the limits of the instructions received from their clients having the status of shareholders on the Reference Date. The credit institution may participate and vote in the GSM / EGSM, provided that it submits to the Company a statement on its own responsibility, signed by the legal representative of the credit institution, stating: (i) clearly, the name / name of the shareholder in the name to which the credit institution participates and votes within the GSM / EGSM and (ii) the credit institution provides custody services for the respective shareholder. The declaration must be submitted to the Company 48 hours before the GSM / EGSM, in original, signed and, if necessary, stamped, without completing other formalities regarding its form.

3. Vote by correspondence. The shareholders registered on the Reference Date have the possibility to vote by correspondence, before the EGSM / GSM, by using the correspondence voting form made available to them starting with 29.12.2019 on the Company’s website or at its headquarters in Bucharest, Timișoara Boulevard no. 26, Plaza Romania Offices building, et. 1, sector 6. The voting form by correspondence accompanied by the identification documents mentioned above (in the section “Personal vote”), shall be sent in original to the headquarters of the Company from Bucharest, Timișoara Boulevard no. 26, et. 1, sector 6 so that they will be received the latest by 27.01.2020, 09:00AM for the EGSM and 27.01.2020, 10:00AM for the GSM. The voting forms by correspondence can also be sent by e-mail up to the deadlines specified above, by document signed with extended electronic signature, according to Law no. 455/2001 regarding electronic signature – to the address: investors@bittnet.ro.

In the event where the shareholder who has expressed his vote by correspondence participates in the GSM / EGSM personally or through a representative (subject to a special / general Power of Attorney being transmitted in compliance with the conditions mentioned in the present call), the correspondence vote expressed for that EGSM / GSM will be cancelled and only the vote expressed personally or through the representative will be taken into account.

If the person representing the shareholder through personal participation in the EGSM / GSM is other than the one who expressed the vote by correspondence, then for the validity of his vote, he/she shall present at the meeting a written revocation of the vote by correspondence, signed by the shareholder or the representative who expressed the vote by correspondence.

Further information can be obtained at the headquarters of the Company from Bucharest, Timișoara Boulevard, no. 26, Plaza Romania Offices building, et. 1, sector 6 or by phone  (+40 21) 527 16 00 between the hours of 09:00 – 17:00.

 

 SOLE ADMINISTRATOR,

LOGOFATU MIHAI-ALEXANDRU-CONSTANTIN