Common use of Director’s Obligations Clause in Contracts

Director’s Obligations. Art. 7. Director will be bound to perform the following main duties, together with the other members of the Board of Directors: 7.1. to accept and modify, as the case may me, the governing plan drafted together with the directors/director general, such plan will include the governing component and the management component drafted by directors in compliance with the law; 7.2. to convene, through the diligence of chairman of the Board of Directors, within 5 days from approving the governing plan, the general meeting of shareholders, in order to negotiate and approve the financial and non-financial performance indicators resulted from the governing plan. 7.3. to negotiate the financial and non-financial performance indicators substantiated in the governing plan and the statement of expectation, within 45 days from their submission to the public supervisory body. If at the end of this term the negotiation is not completed, the term may be extended only once by maximum 30 days upon the request of either party. 7.4. to set the main business directions and to approve the Company’s development strategy; 7.5. to establish the Nomination and Remuneration Committee and the Audit Committee, according to the law in force; 7.6. to establish accounting policies and financial control system and to approve the financial planning, as the case may be; 7.7. to assign the Company’s management to one or more managers, appointing one of them as Director General, to select, appoint and revoke the managers and the Director General and to establish their remuneration subject to the recommendation made by the Nomination and Remuneration Committee; 7.8. to evaluate quarterly the activity of the director general with respect to the performance of the contract of mandate as well as to the compliance and fulfilment of the management component included in the governing plan; 7.9. to approve the terms of reference of the Board of Directors; 0.00. xx establish the duties assigned to the Company’s executive management, namely to the director general and to other managers who have managerial duties in order to perform Company’s operations; 7.11. to approve conclusion of any contracts, within the scope of the Articles of Incorporation, for which the director general or the managers have no assigned competence; 7.12. to elaborate an annual report on the activity of the Company, in compliance with Art. 56 of GEO No. 109/2011; 7.13. to convene/or to approve, as the case may be, the convening of the general meeting of shareholders, to participate in these meetings and to implement the GMS resolutions, to notify all shareholders on all acts or events that could have a significant impact on Company’s position; 7.14. to submit annually to the Company’s general meeting of shareholders, within the term provided by the applicable law, the report on the Company’s activity, the balance sheet, profit and loss account, to make recommendations on the profit distribution and to approve the Company’s income and expenditure budget; 7.15. approve within maximum 80 days from the appointment of managers/director general the management component of the governing plan drafted by the managers/director general; 7.16. to establish the level of current bank loans, short and medium term commercial credits and approve the warranties release/submission, according to the Articles of Incorporation; 7.17. to give the director general or the negotiation committee mandate to negotiate the collective labour agreement, and to approve and sign its final version; 7.18. to file for insolvency of the Company, if appropriate, according to the law; 7.19. to propose the general meeting of shareholders the increase of the share capital when it is required for performing the activities, establishing/dissolving new units/subunits, mergers, unbundling, and incorporation of legal persons, with or without legal status, by association with other local/foreign persons; 7.20. to perform the duties delegated by the Company’s GMS according to Law 31/1990, as well as any other duties provided by law or the Articles of Incorporation. 7.21. to submit a half year report in the General Meeting of Shareholders on the governing activity, which includes information on the performance of the manager’s contracts of mandate, details related to operational activities, company’s financial performance and company’s semi-annual accounting reports; 7.22. to approve the level of liability insurance of the director general; 7.23. to review the internal/management control system operation; 7.24. to adopt within 90 days from appointment a code of ethics published by the chairman of the Board of Directors on the company’s webpage, being reviewed annually, if appropriate, with the approval of the internal auditor, republished on May 31 of the current year; 7.25. to monitor and manage potential conflicts of interest in the Board of Directors and the executive management.

Director’s Obligations. Art. 7. Director will be bound to perform the following main duties, together with the other members of the Board of Directors: 7.1. 7.1 to accept and modify, as the case may me, be together with the other directors the governing plan drafted together with the directorsmanagers/director generalchief executive officer, such plan will include the governing component and the management component drafted by directors managers in compliance with the law; 7.2. 7.2 to convene, through the diligence of chairman of the Board of Directors, within 5 days from approving the governing plan, the general meeting of shareholders, in order to negotiate and approve the financial and non-financial performance indicators resulted from the governing plan. 7.3. 7.3 to negotiate the financial and non-financial performance indicators substantiated in the governing plan and the statement of expectation, within 45 days from their submission to the public supervisory body. If at the end of this term the negotiation is not completed, the term may be extended only once by maximum 30 days upon the request of either party. 7.4. 7.4 to set the main business directions and to approve the Company’s development strategy; 7.5. 7.5 to establish the Nomination and Remuneration Committee and the Audit Committee, according to the law in force; 7.6. 7.6 to establish accounting policies and financial control system and to approve the financial planning, as the case may be; 7.7. 7.7 to assign the Company’s management to one or more managers, appointing one of them as Director GeneralChief Executive Officer, to select, appoint and revoke the managers and the Director General Chief Executive Officer and to establish their remuneration subject to the recommendation made by the Nomination and Remuneration Committee; 7.8. 7.8 to evaluate quarterly the activity of the director general with respect to the performance of the contract of mandate as well as to the compliance and fulfilment of the management component included in the governing plan; 7.9. 7.9 to approve the terms of reference of the Board of Directors; 0.00. xx 7.10 to establish the duties assigned to the Company’s executive management, namely to the director general and to other managers who have managerial duties in order to perform Company’s operations; 7.11. 7.11 to approve conclusion of any contracts, within the scope of the Articles of Incorporation, for which the director general or the managers have no assigned competence; 7.12. 7.12 to elaborate an annual report on the activity of the Company, in compliance with Art. 56 of GEO No. 109/2011; 7.13. 7.13 to convene/or to approve, as the case may be, the convening of the general meeting of shareholders, to participate in these meetings and to implement the GMS resolutions, to notify all shareholders on all acts or events that could have a significant impact on Company’s position; 7.14. 7.14 to submit annually to the Company’s general meeting of shareholders, within the term provided by the applicable law, the report on the Company’s activity, the balance sheet, profit and loss account, to make recommendations on the profit distribution and to approve the Company’s income and expenditure budgetbudget draft; 7.15. 7.15 approve within maximum 80 days from the appointment of managers/director general managers/ Chief Executive Officer the management component of the governing plan drafted by the managers/director general; 7.16. 7.16 to establish the level of current bank loans, short and medium term commercial credits and approve the warranties release/submission, according to the Articles of Incorporation; 7.17. 7.17 to give the director general Chief Executive Officer or the negotiation committee mandate to negotiate the collective labour agreement, and to approve and sign its final version; 7.18. 7.18 to file for insolvency of the Company, if appropriate, according to the law; 7.19. 7.19 to propose the general meeting of shareholders the increase of the share capital when it is required for performing the activities, establishing/dissolving new units/subunits, mergers, unbundling, and incorporation of legal persons, with or without legal status, by association with other local/foreign persons; 7.20. 7.20 to perform the duties delegated by the Company’s GMS according to Law 31/1990, as well as any other duties provided by law or the Articles of Incorporation. 7.21. 7.21 to submit a half year report in the General Meeting of Shareholders on the governing activity, which includes information on the performance of the manager’s contracts of mandate, details related to operational activities, company’s financial performance and company’s semi-annual accounting reports; 7.22. 7.22 to approve the level of liability insurance of the director generalChief Executive Officer; 7.23. 7.23 to review the internal/management control system operation; 7.24. 7.24 to adopt within 90 days from appointment a code of ethics published by the chairman of the Board of Directors on the company’s webpage, being reviewed annually, if appropriate, with the approval of the internal auditor, republished on May 31 of the current year; 7.25. 7.25 to monitor and manage potential conflicts of interest in the Board of Directors and the executive management.

Director’s Obligations. Art. 7. Director will be bound to perform the following main duties, together with the other members of the Board of Directors: 7.1. to accept draft within maximum 30 days from appointment, a governing proposal in order to achieve the financial and modify, as the case may me, non-financial performance indicators; 7.2. to approve the governing plan drafted together with the directorsmanagers/director general, such plan will include the governing component and the management component drafted by directors in compliance with the law; 7.27.3. to convene, through the diligence of chairman of the Board of Directors, Directors convenes within 5 days from approving the governing plan, the general meeting of shareholders, in order to negotiate and approve the financial and non-financial performance indicators resulted from the governing plan. 7.37.4. to negotiate the financial and non-financial performance indicators substantiated in the governing plan and the statement of expectation, within 45 days from their submission to the public supervisory body. If at the end of this term the negotiation is not completed, the term may be extended only once by maximum 30 days upon the request of either party. 7.47.5. to set the main business directions and to approve the Company’s development strategy; 7.57.6. to establish the Nomination and Remuneration Committee and the Audit Committee, according to the law in force; 7.67.7. to establish accounting policies and financial control system and to approve the financial planning, as the case may be; 7.77.8. to assign the Company’s management to one or more managers, appointing one of them as Director General, to select, appoint and revoke the managers and the Director General and to establish their remuneration subject to the recommendation made by the Nomination and Remuneration Committee; 7.87.9. to evaluate quarterly the activity of the director general with respect to the performance of the contract of mandate as well as to the compliance and fulfilment of the management component included in the governing plan; 7.97.10. to approve the terms of reference of the Board board of Directorsdirectors; 0.007.11. xx to establish the duties assigned to the Company’s executive management, namely to the director general and to other managers who have managerial duties in order to perform Company’s operations; 7.117.12. to approve conclusion of any contracts, within the scope of the Articles of Incorporation, for which the director general or the managers have no assigned competence; 7.127.13. to elaborate an annual report on the activity of the Company, in compliance with Art. 56 of GEO No. 109/2011; 7.137.14. to convene/or to approve, as the case may be, the convening of the general meeting of shareholders, to participate in these meetings and to implement the GMS resolutions, to notify all shareholders on all acts or events that could have a significant impact on Company’s position; 7.147.15. to submit annually to the Company’s general meeting of shareholders, within the term provided by the applicable law, the report on the Company’s activity, the balance sheet, profit and loss account, to make recommendations on the profit distribution and to approve the Company’s income and expenditure budget; 7.157.16. to approve within maximum 80 days from the appointment of managers/director general the management component of the governing plan drafted by the managers/director general; 7.167.17. to establish the level of current bank loans, short and medium term commercial credits and approve the warranties releasewithdrawal/submission, according to the Articles of Incorporation; 7.177.18. to give the director general or the negotiation committee mandate to negotiate the collective labour agreement, and to approve and sign its final version; 7.187.19. to file for insolvency of the Company, if appropriate, according to the law; 7.197.20. to propose the general meeting of shareholders the increase of the share capital when it is required for performing the activities, establishing/dissolving new units/subunits, mergers, unbundling, and incorporation of legal persons, with or without legal status, by association with other local/foreign persons; 7.207.21. to perform the duties delegated by the Company’s GMS according to Law 31/1990, as well as any other duties provided by law or the Articles of Incorporation. 7.217.22. to submit a half year report in the General Meeting of Shareholders on the governing activity, which includes information on the performance of the manager’s contracts of mandate, details related to operational activities, company’s financial performance and company’s semi-annual accounting reports; 7.227.23. to approve the level of liability professional insurance of the director general; 7.237.24. to review the internal/management control system operation; 7.247.25. to adopt within 90 days from appointment a code of ethics published by the chairman of the Board board of Directors directors on the company’s webpage, being reviewed annually, if appropriate, with the approval of the internal auditor, republished on May 31 of the current year; 7.257.26. to monitor and manage potential conflicts of interest in the Board of Directors and the executive management. Art. 8. The Director will also have following obligations: 8.1. He/she will not be bound by a labour contract with the Company; 8.2. he/she will exercise his/her assignment faithfully, prudently and diligently, as a good Director, for the exclusive interest of the Company, and he/she will not undertake any special obligations with regard to either one or the other of Company’s shareholders related to the Company’s activity; 8.3. he/she will adopt all measures to protect Company’s patrimony; 8.4. he/she will keep confidential the information and the business secrets of the Company, where he/she had access to by the documents presented to the Board of Directors, except for the situations when such disclosure is required by law or in relationship with public authorities and/or participation of the Director in a litigation referring to the Company’s scope of activity; 8.5. he/she will avoid conflicts of interest related to the Company; 8.6. he/she will not conclude any legal documents with the Company, except those provided by law; 8.7. he/she will make sure that the financial information issued by the Company is accurate and the financial control system and risk management system are effective.

Director’s Obligations. Art. Article 7. Director will be bound to perform the following main dutiesshall, together with the other members of the Board of Directors, perform the following main duties: 7.1. to accept and modify7.1 To establish, as the case may mewithin thirty days from appointment, a proposal for the governing component of the governance plan drafted with a view of achieving the financial and non-financial performance indicators; 7.2 To approve the governance plan prepared together with the directors/director general, such plan will CEO(s) which shall include the governing component governance and the management managerial component drafted prepared by directors the managers in compliance with the law; 7.2. to convene7.3 To convene the General Meeting of Shareholders, through under the diligence care of chairman the Chairperson of the Board of Directors, within 5 five days from of approving the governing plan, the general meeting of shareholders, governance plan in order to negotiate and approve the financial and non-financial performance indicators resulted from the governing governance plan.; 7.3. to 7.4 To negotiate the financial and non-financial performance indicators substantiated in established on the governing basis of the governance plan and the statement letter of expectationexpectations, within 45 thirty days from their submission of notifying such to the supervisory public supervisory bodyauthority. If at the end of this term the negotiation is not completedcompleted on the expiry of this deadline, the term time limit may be extended only once by a maximum of 30 days upon at the request of either party.of the parties involved; 7.4. 7.5 to set the main business directions and to approve the Company’s development strategy; 7.5. to establish 7.6 To establish, without limitation to, the Nomination consultative committees responsible for carrying out investigations and Remuneration Committee preparing recommendations for the Board, such as as the remuneration and nomination committee and the Audit Committeeaudit committee, according to the law in forceapplicable law; 7.6. 7.7 to establish the accounting policies and financial control system and to approve the financial planning, as the case may be; 7.7. 7.8 to assign the Company’s management to one or more managers, appointing one of them as Director GeneralChief Executive Officer, to select, appoint and revoke the managers and the Director General Chief Executive Officer and to establish their remuneration subject to based on the recommendation made by the Nomination and Remuneration Committee; 7.8. 7.9 to evaluate quarterly the activity of the director general Chief Executive Officer with respect to the performance of the contract of concluded mandate contract, as well as to the compliance with and fulfilment achievement of the management managerial component included in of the governing governance plan; 7.9. 7.10 to approve the terms of reference of the Board of DirectorsDirectors Rules of Organization and Operation; 0.00. xx 7.11 to establish the duties assigned to the Company’s executive management, namely to the director general CEO and to other managers who have managerial duties appointed by mandate in order to perform Company’s operations; 7.11. 7.12 to approve conclusion of any contracts, within the scope of the Articles of Incorporation, for the competence of which has not been assigned to the director general CEO or the managers have no assigned competencemanagers; 7.12. 7.13 to elaborate an annual report on the activity of the Company, in compliance with Art. Article 56 of GEO No. 109/2011; 7.13. 7.14 to convene/convene or to approveapprove the convening of, as the case may be, the convening General Meeting of the general meeting of shareholdersShareholders, to participate in these meetings and to implement the GMS resolutions, to notify all shareholders on all acts or events that could have a significant impact on Company’s position; 7.14. 7.15 to submit annually to the Company’s general meeting General Meeting of shareholdersShareholders, within the term provided by the applicable law, the report on the Company’s activity, the balance sheet, profit and loss account, to make recommendations on the profit distribution and to approve the Company’s income and expenditure budgetbudget draft; 7.15. approve 7.16 to approve, within maximum 80 days from of appointing the appointment of managers/director general CEO(s) the management component of the governing governance plan drafted prepared by the managers/director generalsuch; 7.16. 7.17 to establish the level of current bank loans, short and medium term commercial credits and approve the warranties release/submission, according to the Articles of Incorporation; 7.17. to give the director general or the negotiation committee mandate to negotiate the collective labour agreement, and to approve and sign its final version; 7.18. 7.18 to file for insolvency of the Company, if appropriatethe case may be, according to the law; 7.19. 7.19 to propose the general meeting General Meeting of shareholders Shareholders the increase of the share capital when it is required for performing the activities, establishing/dissolving new units/subunits, mergers, unbundling, and incorporation of legal persons, with or without legal status, by association with other local/foreign persons;, 7.20. 7.20 to perform the duties delegated by the Company’s GMS according to Law 31/1990, as well as any other duties provided by law or the Articles of Incorporation. 7.21. 7.21 to submit a half year report in the General Meeting of Shareholders on the governing activity, which includes information on the performance of the manager’s mandate contracts of mandatemanagers, details related to operational activities, company’s financial performance and company’s semi-annual accounting reports; 7.22. 7.22 to approve the level of liability insurance of the director generalChief Executive Officer and the other managers appointed by mandate contract, if the case may be, according to the law; 7.23. 7.23 to review approve the internal/management control system operationinvestment strategy; 7.24. 7.24 to adopt adopt, within 90 days from appointment of appointment, a code Code of ethics Ethics to be published by under the chairman care of the Chairman of the Board of Directors on the company’s webpage, being which shall be reviewed annually, if appropriate, with the approval endorsement of the internal auditor, republished on May 31 and shall be republished; 7.25 to dedicate the necessary time, knowledge and effort in order to fulfil the responsibilities related to the position of nonexecutive member of the current yearCompany’s Board of Directors; 7.25. 7.26 to monitor and manage potential conflicts take part in the meetings of interest in the Board of Directors and to analyze/review the executive managementnecessary documents/information in order to actively contribute to the board’s discussions and actively take part in the annual evaluation exercise of the Board of Directors; 7.27 to treat all shareholders equally and not to undertake any special obligations in relationship with one or other shareholder related to Company’s activity; 7.28 to avoid Conflict of Interest with the Company and to inform the Board of Directors as soon as such an event occurs and to hold back from taking part in the deliberations or decision making; the same obligation applies if the person interested is the wife/husband, relatives or in-laws up to the IVth degree, including those of the Director. Article 8. The Director shall also: 8.1 be not bound by a labor contract with the Company; 8.2 adopt all measures to protect Company’s assets; 8.3 not conclude any legal documents with the Company, except those provided by law; 8.4 make sure that the financial information issued by the Company is accurate and the financial control system and risk management system are efficient; 8.5 exercise his/her assignment faithfully, prudently and diligently, as a good Director, for the exclusive interest of the public Company; 8.6 attend a professional training program for at least a week/year, during which he/she shall have training sessions on corporate governance, legal, as well as any other fields related with the company’s activity, on the expense of the company; 8.7 prepare rigorously the board’s meetings, dedicating at least three working days per month in this respect, participate in the board’s meetings as well as in the special committees; 8.8 take part in one or more of the advisory committees established within the Board; 8.9 in case of appointment as Chairman of the Board of Directors, the Director shall also perform the duties related to this position, established in the Company’s Articles of Incorporation, the Board of Directors Rules of Organization and Operation, as well as the applicable legal provisions; Article 9. The Director undertakes to fulfil, together with the other Directors, the governance plan and the GMS resolutions. Article 10. The Director, together with the other Directors, shall convene the General Meeting of Shareholders to approve any transaction which, individually or in a series of concluded transactions, Article 11. The Director together with the other Directors shall inform the shareholders in the first General Meeting of Shareholders following the execution of the legal instrument, upon any transaction concluded by the Company with: a) persons provided under Article 10, if the transaction value does not exceed 10% of the amount of the net assets of the Company or is less than 10% of the Company’s revenue according to the latest audited financial statement; b) another company or with the public supervisory body, if the transaction value, individually or in series of transactions, equals or exceeds the equivalent in XXX of EUR 100,000. Article 12. The Director, together with the other Directors, shall submit half-year and annual reports to the General Meeting of Shareholders, which include in a special sub-chapter, the legal instruments concluded in accordance with Art. 11 and Art. 12 herein, providing the following elements: the parties to the legal instrument, the date of execution and the nature of the legal instrument, description of the scope, total value of the legal instrument, reciprocal debts, provided guarantees, terms and methods of payment and any other essential and material information related to such instruments, as well as any information required for establishing the effects of such legal instruments on the financial status of the Company.

Director’s Obligations. Art. 7. Director will be bound to perform the following main duties, together with the other members of the Board of Directors: 7.1. 7.1 to accept and modify, as the case may me, be together with the other directors the governing plan drafted together with the directorsmanagers/director generalchief executive officer, such plan will include the governing component and the management component drafted by directors managers in compliance with the law; 7.2. 7.2 to convene, through the diligence of chairman of the Board of Directors, within 5 days from approving the governing plan, the general meeting of shareholders, in order to negotiate and approve the financial and non-financial performance indicators resulted from the governing plan. 7.3. 7.3 to negotiate the financial and non-financial performance indicators substantiated in the governing plan and the statement of expectation, within 45 days from their submission to the public supervisory body. If at the end of this term the negotiation is not completed, the term may be extended only once by maximum 30 days upon the request of either party. 7.4. 7.4 to set the main business directions and to approve the Company’s development strategy; 7.5. 7.5 to establish the Nomination and Remuneration Committee and the Audit Committee, according to the law in force; 7.6. 7.6 to establish accounting policies and financial control system and to approve the financial planning, as the case may be; 7.7. 7.7 to assign the Company’s management to one or more managers, appointing one of them as Director GeneralChief Executive Officer, to select, appoint and revoke the managers and the Director General Chief Executive Officer and to establish their remuneration subject to the recommendation made by the Nomination and Remuneration Committee; 7.8. 7.8 to evaluate quarterly the activity of the director general with respect to the performance of the contract of mandate as well as to the compliance and fulfilment of the management component included in the governing plan; 7.9. 7.9 to approve the terms of reference of the Board of Directors; 0.00. xx 7.10 to establish the duties assigned to the Company’s executive management, namely to the director general and to other managers who have managerial duties in order to perform Company’s operations; 7.11. 7.11 to approve conclusion of any contracts, within the scope of the Articles of Incorporation, for which the director general or the managers have no assigned competence; 7.12. 7.12 to elaborate an annual report on the activity of the Company, in compliance with Art. 56 of GEO No. 109/2011; 7.13. 7.13 to convene/or to approve, as the case may be, the convening of the general meeting of shareholders, to participate in these meetings and to implement the GMS resolutions, to notify all shareholders on all acts or events that could have a significant impact on Company’s position; 7.14. 7.14 to submit annually to the Company’s general meeting of shareholders, within the term provided by the applicable law, the report on the Company’s activity, the balance sheet, profit and loss account, to make recommendations on the profit distribution and to approve the Company’s income and expenditure budgetbudget draft; 7.15. 7.15 approve within maximum 80 days from the appointment of managers/director general managers/ Chief Executive Officer the management component of the governing plan drafted by the managers/director general; 7.16. 7.16 to establish the level of current bank loans, short and medium term commercial credits and approve the warranties release/submission, according to the Articles of Incorporation; 7.17. 7.17 to give the director general Chief Executive Officer or the negotiation committee mandate to negotiate the collective labour agreement, and to approve and sign its final version; 7.18. 7.18 to file for insolvency of the Company, if appropriate, according to the law; 7.19. 7.19 to propose the general meeting of shareholders the increase of the share capital when it is required for performing the activities, establishing/dissolving new units/subunits, mergers, unbundling, and incorporation of legal persons, with or without legal status, by association with other local/foreign persons; 7.20. 7.20 to perform the duties delegated by the Company’s GMS according to Law 31/1990, as well as any other duties provided by law or the Articles of Incorporation. 7.21. 7.21 to submit a half year report in the General Meeting of Shareholders on the governing activity, which includes information on the performance of the manager’s contracts of mandate, details related to operational activities, company’s financial performance and company’s semi-semi- annual accounting reports; 7.22. 7.22 to approve the level of liability insurance of the director generalChief Executive Officer; 7.23. 7.23 to review the internal/management control system operation; 7.24. 7.24 to adopt within 90 days from appointment a code of ethics published by the chairman of the Board of Directors on the company’s webpage, being reviewed annually, if appropriate, with the approval of the internal auditor, republished on May 31 of the current year; 7.25. 7.25 to monitor and manage potential conflicts of interest in the Board of Directors and the executive management.