Lion Capital S A : Resolutions of the EGM of April 29, 2024

ADRESA CALEA VICTORIEI 35A, ARAD 310158 • TELEFON [phone] • FAX [phone] • EMAIL [e-mail] • INTERNET WWW.SIF1.RO

CURRENT REPORT

according to Regulation no. 5/2018

and Law no. 24/2017 on issuers of financial instruments and market operations Report Date: April 29, 2024

Issuer Lion Capital S.A. • Registered Office 35A Calea Victoriei, Arad 310158, Romania • Phone [phone] • Fax [phone] • Webpage www.lion-capital.ro• Email [e-mail]• Tax Identification Code RO2761040 • Trade Register Number J02 / 1898 / 02.09.1992 • Number In ASF AFIAA Register PJR07.1AFIAA / 020007 / 09.03.2018 • Number In ASF FIAIR Register PJR09FIAIR / 020004 / 01.07.2021 • Legal Entity Identifier (LEI) 254900GAQ2XT8DPA7274 • Subscribed and paid-upshare capital RON 50,751,005.60 • Regulated market on which the issued securities are traded: Bucharest Stock Exchange (BVB)

Premium category (symbol: LION)

Important event to be reported:

Resolutions of the Extraordinary General Meeting of

Shareholders of April 29, 2024

The extraordinary general meeting of shareholders of the company Lion Capital S.A., established and operating in accordance with Romanian law, (hereinafter referred to as "Lion Capital" or "the Company"), headquartered in Arad, 35A Calea Victoriei, registered with the Trade Register Office attached to the Tribunal of Arad under number Arad J02/1898/1992, having the Unique

Registration Code 2761040, tax attribute R, with number in ASF Register PJR07.1AFIAA/020007/09.03.2018 and PJR09FIAIR/020004/01.07.2021, with the subscribed and paid-up share capital of RON 50,751,005.60, gathered in the meeting held on April 29, 2024 starting with 12:00 hours (Romanian time), at the first call (hereinafter referred to as "EGM"),

Considering:

• The Convening Notice submitted on March 25, 2024, to the Financial Supervisory Authority ("ASF") - Sector of Financial instruments and Investments, and the Bucharest Stock Exchange (BVB), published in the Official Gazette of Romania, part IV, no. 1494 of March 26, 2024; in the local newspaper Jurnal Arădean no. 9539 of March 26, 2024, on the on-line publication www.FinancialIntelligence.ro on March 25, 2024, on company's website, (www.lion-capital.ro), and on the website of Bucharest Stock Exchange on March 25, 2024,
• The Amendment to the Agenda of the EGM submitted on April 11, 2024, to the Financial Supervisory Authority ("ASF") - Sector of Financial instruments and Investments, and the Bucharest Stock Exchange (BVB), published in the Official Gazette of Romania, part IV, no. 1859 of April 15, 2024 in the local newspaper Jurnal Arădean no. 9553 of April 15, 2024, on the on- line publication www.FinancialIntelligence.ro on April 12, 2024, on Lion Capital's website,
  (www.lion-capital.ro), and on the website of Bucharest Stock Exchange on April 11, 2024,
• Lion Capital's Articles of Association in force,
• Trading Companies Law no. 31/1990, republished with subsequent amendments and completions,
• Law no. 74/2015 on the managers of alternative investment funds,
• Law no. 24/2017 on issuers of financial instruments and market operations,
• Financial Supervisory Authority (ASF) Regulation no. 5/2018 on issuers of financial instruments and market operations,

LION CAPITAL S.A.	ADDRESS	NUMBER IN ASF AFIAA REGISTER	BANK ACCOUNT
CUI • CIF RO2761040	35A CALEA VICTORIEI, ARAD 310158, ROMANIA	PJR07.1AFIAA / 020007 / 09.03.2018	RO77 BTRL 0020 1202 1700 56XX
RC J02/1898/1992	TEL [phone] • FAX [phone]	NUMBER IN ASF FIAIR REGISTER	BANCA TRANSILVANIA ARAD BRANCH
SUBSCRIBED AND PAID-UP CAPITAL	EMAIL [e-mail]	PJR09FIAIR / 020004 / 01.07.2021
RON 50,751,005.60	INTERNET WWW.LION-CAPITAL.RO	LEGAL IDENTITY IDENTIFIER (LEI CODE)
		254900GAQ2XT8DPA7274

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Decides upon the items on the EGM Agenda as follows:

Resolution no. 1

With the direct participation, by representative or by correspondence of the shareholders holding 264,048,817 shares, representing 52.03% of the total voting rights, with the votes "for" of the shareholders representing 82.96% of the total votes held by the shareholders present or represented, approves the election of the secretaries of the works of the extraordinary general meeting of Company's shareholders, namely the shareholders Laurentiu Riviș, Adrian Marcel Lascu and Daniela Vasi, with the identification data available at the company's headquarters, which will verify the fulfilment of all the formalities required by the law and the constitutive act for holding the meeting, and will prepare the minutes of the meeting.

Resolution no. 2

With the direct participation, by representative or by correspondence of the shareholders holding 264,048,817 shares, representing 52.03% of the total voting rights, with the votes "for" of the shareholders representing 82.96% of the total votes held by the shareholders present or represented, approves the election of the commission for counting the votes cast by the shareholders on the topics on the agenda of the extraordinary general meeting of shareholders, consisting of Laurențiu Riviș, Daniela Vasi and Adrian Marcel Lascu, having the identification data available at the company's headquarters.

Resolution no. 3

With the direct participation, by representative or by correspondence of the shareholders holding 264,048,817 shares, representing 52.03% of the total voting rights, with the votes "for" of the shareholders representing 71.71% of the total votes held by the shareholders present or represented, approves the execution of a buyback program ("Program 8") by the Company in compliance with applicable legal provisions and having the following main features:

1. The purpose of Program 8: The Company will repurchase shares under the Program 8 for the distribution free of charge to employees and members of Company's management (administrators, executive directors) in order to foster their loyalty and reward them for their activity within the Company, according to performance criteria to be established by the Board of Directors
2. The maximum number of shares that may be repurchased: 1,500,000 shares at most;
3. The minimum price per share: RON 0.1;
4. The maximum price per share: RON 8.2473;
5. Duration of Program 8: a maximum of 18 months after publication of the decision in the Official Gazette of Romania, Part IV;
6. The shares acquired under the Program 8 will be paid from sources permitted by law.

Besides its main characteristics, Program 8 will also include other requirements provided by law and which are not listed above. The acquisition of shares under Program 8 will be done through all market operations allowed by law, which may include public tender offers initiated by the Company, in accordance with the law. To implement the Program 8, the Board will be empowered to take all necessary measures and fulfil all formalities required, in compliance with the above-mentioned requirements.

Resolution no. 4

With the direct participation, by representative or by correspondence of the shareholders holding 264,048,817 shares, representing 52.03% of the total voting rights, with the votes "for" of the shareholders representing 71.71% of the total votes held by the shareholders present or represented, approves the use of the shares purchased under Buyback Program 8 for their distribution free of charge to employees and members of Company's management

LION CAPITAL S.A.	ADDRESS
CUI • CIF RO2761040	35A CALEA VICTORIEI, ARAD 310158, ROMANIA
RC J02/1898/1992	TEL [phone] • FAX [phone]
SUBSCRIBED AND PAID-UP CAPITAL	EMAIL [e-mail]
RON 50,751,005.60	INTERNET WWW.LION-CAPITAL.RO

NUMBER IN ASF AFIAA REGISTER	BANK ACCOUNT
PJR07.1AFIAA / 020007 / 09.03.2018	RO77 BTRL 0020 1202 1700 56XX
NUMBER IN ASF FIAIR REGISTER	BANCA TRANSILVANIA ARAD BRANCH
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274

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(administrators, executive directors) in a share-based payment plan of "Stock Option Plan" type, in compliance with applicable legislation. The Board of Directors of the company is empowered to take all necessary measures and to fulfil all the formalities required for the approval and implementation of the share-based payment plan of "Stock Option Plan" type.

Resolution no. 6

With the direct participation, by representative or by correspondence of the shareholders holding 264,048,817 shares, representing 52.03% of the total voting rights, with the votes "for" of the shareholders representing 100% of the total votes held by the shareholders present or represented, approves the date of May 21, 2024, as registration date (May 20, 2024, as the ex date) in accordance with the provisions of Art. 87 par. 1 of Law no. 24/2017 and ASF Regulation no. 5/2018.

***

Regarding agenda item 5 (resolution proposed by shareholder Blue Capital SRL), it should be noted that the resolution failed to garner the required majority of votes for adoption, the voting results for this item were as follows: votes "for" - 18.14%, votes "against" - 72.10%, and "abstentions" - 9.76% of the total votes held by the shareholders present or represented.

Bogdan-Alexandru Drăgoi

Chairman of the Board of Directors and CEO

Compliance Officer, Eugen Cristea

LION CAPITAL S.A.	ADDRESS	NUMBER IN ASF AFIAA REGISTER	BANK ACCOUNT
CUI • CIF RO2761040	35A CALEA VICTORIEI, ARAD 310158, ROMANIA	PJR07.1AFIAA / 020007 / 09.03.2018	RO77 BTRL 0020 1202 1700 56XX
RC J02/1898/1992	TEL [phone] • FAX [phone]	NUMBER IN ASF FIAIR REGISTER	BANCA TRANSILVANIA ARAD BRANCH
SUBSCRIBED AND PAID-UP CAPITAL	EMAIL [e-mail]	PJR09FIAIR / 020004 / 01.07.2021
RON 50,751,005.60	INTERNET WWW.LION-CAPITAL.RO	LEGAL IDENTITY IDENTIFIER (LEI CODE)
		254900GAQ2XT8DPA7274

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