The Extraordinary General Meeting of Napochim S.A. S Shareholders Resolution

THE EXTRAORDINARY GENERAL MEETING OF NAPOCHIM S.A.’S SHAREHOLDERS RESOLUTION No ...... / Date 8 / 9.08.2017

The Extraordinary General Meeting of NAPOCHIM S.A.’s shareholders, with the headquarters in Mun. Cluj-Napoca, Str. Luncii, nr. 19, jud. Cluj, registered at Trade Registry under no J12/118/1991, C.U.I. 199931, with a share capital amounting 2.860.038,1 lei, representing 28.600.381 shares, noticed accordingly with tha law and the Act of Incorporation, held on 8 / 9.08.2017, at the first / second convocation, at the headquarters of the company, with a presence of the shareholders’ representing ….,…. % of the share capital and ……... % from the total rights of voting, assigned to a number of …………. shares, DECIDES: Art. 1. It is approved/It is rejected to contract a loan amounting of 10.000.000 lei from NAPOCHIM IMOBILIARE S.A. Valid votes exerted by present shareholders ...... representing ...... % of the share capital and a number of ...... shares, of which ...... for and ...... against. Abstentions ...... Art. 2. It is approved/It is rejected to mandate a person namely ...... , identified ...... , to negotiate any contractual clause and to sign, in the name and on behalf of NAPOCHIM S.A., the contract subject to approval at point 1 of this agenda. The trustee will be able to delegate the powers granted as above to any person, as necessary. Valid votes exerted by present shareholders ...... representing ...... % of the share capital and a number of ...... shares, of which ...... for and ...... against. Abstentions ...... Art. 3. It is approved/It is rejected to contract one or more bank credits from any banking institution located on the territory of Romania, amounting maximum 5.000.000 lei, having as destination: - roll-over of the bank credits existent in the balance; - roll-over shareholder loans; - purchases investments consisting of machinery and technological equipment; - working capital for current activity; - cap amount for discounting invoices, cheques and promissory notes. It is approved/It is rejected to guarantee this/these credit/s with movable and immovable assets of the company, as well as other types of collateral, as the case may be. If the lending bank will request, or if the interests of the company NAPOCHIM S.A. will require it, the loan will be guaranteed with other movable and / or immovable assets belonging to third persons and / or legal entities. It is approved/It is rejected the insurance of the assets that will constitute the guarantee of the credits and the transfer of the insurance to the creditor bank. Valid votes exerted by present shareholders ...... representing ...... % of the share capital and a number of ...... shares, of which ...... for and ...... against. Abstentions ...... Art. 4. It is approved/It is rejected to mandate a person namely ...... , identified ...... , to negotiate any contractual clause and to sign, in the name and on behalf of NAPOCHIM SA, the contracts subject to approval at point 4 of this agenda, as well as any other documents or instruments which are accessories, relating to or referred to in the credit and / or guarantee contracts. Repayment terms, effective guarantees, restructuring / rescheduling of the credits granted, and any other clauses related to credit / credits and guarantees will be determined as necessary by the person mandated for that purpose. The trustee will be able to delegate the powers granted as above to any person, as necessary. Valid votes exerted by present shareholders ...... representing ...... % of the share capital and a number of ...... shares, of which ...... for and ...... against. Abstentions ...... Art. 5. It is approved/It is rejected to open current accounts of the company (in lei and in foreign currency) to any banking institution located on the territory of Romania. Valid votes exerted by present shareholders ...... representing ...... % of the share capital and a number of ...... shares, of which ...... for and ...... against. Abstentions ...... Art. 6. It is approved/It is rejected to mandate a person namely ...... , identified ...... , to represent the company, to sign in the name and on behalf of the company, in order to fulfil the necessary formalities for the opening of current accounts. Valid votes exerted by present shareholders ...... representing ...... % of the share capital and a number of ...... shares, of which ...... for and ...... against. Abstentions ...... Art. 7. It is approved/It is rejected 29.08.2017 as registration date and the date of 28.08.2017 as ex date. Valid votes exerted by present shareholders ...... representing ...... % of the share capital and a number of ...... shares, of which ...... for and ...... against. Abstentions ...... Art. 8. It is approved/It is rejected to mandate a person namely ...... , identified ...... , to sign on behalf of and for all the shareholders the AGEA Decision adopted. Valid votes exerted by present shareholders ...... representing ...... % of the share capital and a number of ...... shares, of which ...... for and ...... against. Abstentions ...... Art. 9. It is approved/It is rejected mandate a person namely ...... , identified ...... , in order to do all the requested formalities regarding the registration of the AGEA Decision adopted at ORC Cluj, to do the publicity formalities for publishing the AGEA Decision adopted in the Official Gazette, part IV. Valid votes exerted by present shareholders ...... representing ...... % of the share capital and a number of ...... shares, of which ...... for and ...... against. Abstentions ......

President of the Board, Mr. PITIC MIHAI DAN