Translation from Romanian Into English

Translation from Romanian into English

DRAFT DECISION

The Extraordinary General Meeting of Shareholders for SC Transilvania Constructii SA Cluj Napoca, Str Orastie nr 10, held on October 15th/16th, 2015 at 12.00 p.m., at the company office of Cluj Napoca, located at strada Orastiei, nr 10, in the presence of the shareholders, holders of.... company shares, comprising.... % of the company share capital, ..... shares, respectively, comprising .... % of the total voting rights, after the debates geld on the items of the agenda, adopts the following decisions:

1. Ratifies the Board of Directors Decision no. 1370 of August 10th, 2014, by which the following have been approved:

The contracting of the following loan facilities from CEC Bank SA Cluj-Napoca Subsidiary, based at Cluj-Napoca, B-dul 21 Decembrie 1989 nr. 23-35, Cluj county, as follows:

a) The investment loan amounting to EUR 6,501,639.55, for the refinancing of loans contracted from Banca Transilvania, outstanding on July 31st, 2015;

b) The investment loan amounting to EUR 800,000, for the refinancing of loans contracted from Banca Transilvania, outstanding on July 31st, 2015; Upon the refinancing date, the loan balance is EUR 597,763.91, and after the refinancing, drawings shall be carried out until the settlement of EUR 800,000.

c) The investment loan amounting to EUR 3,900,000, for the refinancing of loans contracted from Banca Transilvania, outstanding on July 31st, 2015; Upon the refinancing date, the loan balance is EUR 2,612,141.63, and after the refinancing, drawings shall be carried out until the settlement of EUR 3,900,000. d) The credit line amounting to RON 4,500,000, for supporting the current activity of the company; e) The credit line amounting to RON 13,500,000, having as destination the individual purchases of assets; f) The threshold for issuing bank guarantee letters, amounting to RON 1,950,000, aimed at refinancing the threshold for issuing bank guarantee letters currently contracted from Banca Transilvania.

The structure of guarantees related to the credit facilities mentioned under no. 1 consists of: - The real-estate mortgage on the industrial platform with warehouses and land, located in Cluj-Napoca, at str. Orastiei nr. 10, Cluj county, owned by SC Transilvania Constructii SA, registered in the Land Registry under no. 256152; - The real-estate mortgage on the industrial platform with warehouses and land, located in Cluj-Napoca, at str. Orastiei nr. 10, Cluj county, owned by SC Transilvania Constructii SA, registered in the Land Registry under no. 253131, including on the property built in accordance with the Building Permit no. 669/June 17 th, 2014, which is currently being registered in the Land Registry; - The real-estate mortgage on the industrial platform with warehouses and land, located in Cluj-Napoca, at str. Orastiei nr. 10, Cluj county, owned by SC Transilvania Constructii SA, registered in the Land Registry under no. 300183; - The real-estate mortgage on the industrial platform with warehouses and land, located in Cluj-Napoca, at str. Orastiei nr. 10, Cluj county, owned by SC Transilvania Constructii SA, registered in the Land Registry under no. 302663; - The real-estate mortgage on the industrial platform with warehouses and land, located in Cluj-Napoca, at str. Orastiei nr. 10, Cluj county, owned by SC Transilvania Constructii SA, registered in the Land Registry under no. 301219; - The mortgage on the company claims resulted from the agreements entered into by the company with Schenker Romtrans, European Fabrication, Bella Romania, Whiteland Logistics - The surety agreement entered into with Mr. Timofte Andrei and Mr. Timofte Mircea, members of the Board of Directors - The mortgage on company accounts opened at CEC Bank - The pledge on insurance policies entered into for buildings pledged as collateral

With …….% of the share capital, and …… % of the voting rights, ….., respectively. % votes for, … % votes against, ….. % abstentions

2. Approves the company participation in establishing a limited liability company, with the following characteristics: - The approval on the association with Mr. Timofte Andrei-Iancu, in view of establishing this trade company, holding the majority interest of 19 shares. - The approval on establishing the company registered office in Cluj Napoca, at str Orastie nr 10, etaj 1 , birou 1. - The approval on appointing Mr. Timofte Andrei-Iancu as sole director of the company. - denomination: MEGA PROPERTY FOR RENT SRL - form of company: limited liability company; - share capital: RON 200; - share capital established: in cash; - number of social shares: 20; - nominal value for one share: RON 10 - company shareholders:

1) SC TRANSILVANIA CONSTRUCTII SA, holder of 19 shares, comprising 95% of the share capital; 2) Mr. Timofte Andrei Iancu, Romanian citizen, resident at Cluj Napoca municipality, strada Marasesti, nr 48, holder of identity card KX, no. 661119, as PIN 1870603124939, holder of one share, comprising 5% of the share capital;

- main object of activity: 6820 'Renting and operating of own or leased real estate'

With …….% of the share capital, and …… % of the voting rights, ….., respectively. % votes for, … % votes against, ….. % abstentions

3. Approves the company participation in establishing a limited liability company, with the following characteristics:

- The approval on the association with Mr. Timofte Andrei-Iancu, in view of establishing this trade company, holding the majority interest of 19 shares. - The approval on establishing the company registered office in Cluj Napoca, at str Orastie nr 10, etaj 1 , birou 2. - The approval on appointing Mr. Timofte Andrei-Iancu as sole director of the company.

- denomination: INVINCIBLE REAL ESTATE SRL - form of company: limited liability company; - share capital: RON 200; - share capital established: in cash; - number of social shares: 20; - nominal value for one share: - company shareholders:

- main object of activity: 6820 'Renting and operating of own or leased real estate'

With …….% of the share capital, and …… % of the voting rights, ….., respectively. % votes for, … % votes against, ….. % abstentions 4. Approves the company participation in establishing a limited liability company, with the following characteristics:

- The approval on the association with Mr. Timofte Andrei-Iancu, in view of establishing this trade company, holding the majority interest of 19 shares. - The approval on establishing the company registered office in Cluj Napoca, at str Orastie nr 10, etaj 1 , birou 3. - The approval on appointing Mr. Timofte Andrei-Iancu as sole director of the company.

- denomination: ABC FACILITY MANAGEMENT SRL - form of company: limited liability company; - share capital: RON 200; - share capital established: in cash; - number of social shares: 20; - nominal value for one share: RON 10 - company shareholders:

- main object of activity: 6820 'Renting and operating of own or leased real estate'

With …….% of the share capital, and …… % of the voting rights, ….., respectively. % votes for, … % votes against, ….. % abstentions

5. Approves the attorneys-in-fact of the Board of Directors in order to perform all due diligence to establish the companies approved under items 2,3 and 4 of this decision.

With …….% of the share capital, and …… % of the voting rights, ….., respectively. % votes for, … % votes against, ….. % abstentions

6. Approves the attorney-in-fact to carry out all procedures and diligence stipulated by law enforcing the decisions of the Extraordinary General Meeting of Shareholders, to submit and receive documents, as well as to sign, for this purpose, on behalf of the Company, before the Trade Register Office, the Financial Supervisory Authority, Bucharest Stock Exchange, as well as before any private or public entities. The attorney-in-fact shall be authorised to appoint, as stated above, any individual, as deemed necessary.

With …….% of the share capital, and …… % of the voting rights, ….., respectively. % votes for, … % votes against, ….. % abstentions

7. Approves November 4th, 2015 as the registration date. With …….% of the share capital, and …… % of the voting rights, ….., respectively. % votes for, … % votes against, ….. % abstentions

Chairman of the Board of Directors Timofte Mircea