Proces Verbal Al Adunării Generale Extraordinare A

-copy for shareholder, mandatory-

SPECIAL POWER OF MANDATORY

I, the undersigned ………………., with quarter in …………………., identified by BI/CI/PAS …………., series … no ………., with Personal Identification No …………………., holder of ………….. shares (…………% of the share capital), issued by NAPOCHIM S.A., which confer me the right to ………… votes in the Ordinary General Meeting of Shareholders of NAPOCHIM S.A., hereby empower …………., holder of Identity Card series … no ………., with Personal Identification No …………………., as my representative in the Ordinary General Meeting of NAPOCHIM S.A. shareholders that will be held in Cluj-Napoca, Str. Luncii, nr. 19, jud. Cluj, on 21.10.2016, at 2 P.M., or on 22.10.2016, at 2 P.M., at the date when the second meeting will be hold on, if the first meeting can not be hold, to exercise the voting right afferent to our holding shares registered in the Shareholders’ Register, as follows:

1.  To approve formalities for removing two members of the Board of the company that held the position of administrators namely Ms. Dalia-Elena Buga and Mr. Pitic Ştefan Lucian, from the records of Trade register from Cluj, following the termination of their mandate by resignation.

For / Against / Abstention

2.  Confirmation of Board members holding the position of directors who will continue their current mandate, within the new structure of the Board consisting of 3 members, following the vote of AGEA NAPOCHIM S.A. no. 1/24.05.2016.

Pitic Mihai Dan:

For / Against / Abstention

Ţiganetea Anton Ioniţă:

For / Against / Abstention

Puşcaşu Adrian:

For / Against / Abstention

3.  Establishing the remuneration of Board members for the financial year 2016 and until the first AGOA approval of the balance sheet.

For / Against / Abstention

4.  Approval of the insurance contract value external financial audit service for the financial year 2016 and mandating the executive management of the company to sign that contract.

For / Against / Abstention

5.  Approval of 7.11.2016 as registration date and the date of 4.11.2016 as the ex date.

For / Against / Abstention

6.  Empowering a person namely ………………….., identified with ……………………., having the address …………….., to sign on behalf of all shareholders the AGOA Decision to be adopted, documents, forms and applications adopted / or for the purposes of the AGOA ruling to be adopted in relation to any person or entity.

For / Against / Abstention

7.  Empowering a person namely ………………….., identified with ……………………., having the address …………….., to fulfill all formalities regarding the enforceability and registration of the AGOA Decision to be adopted at the Office Trade register from Cluj Court and its publication in the Official Gazette of Romania, Part IV and to sign in the name and on behalf of the company the documents in relation with the Office Trade register and to obtain the documents released by the Office Trade register.

For / Against / Abstention

I, the undersigned hereby give/not give discretionary voting power to the above-mentioned representative, on the matters which have not been identified and included on the agenda untill the date hereof.

Date First and last name

………………… ………..………………………

Signature

…………………………………