ARTICLES OF ASSOCIATION
EASY CREDIT 4 ALL IFN S.A.
 
UPDATED 18.10.2022

 

Signatures:

  1. PROGRESS CONSULTING S.A.;
  2. CRACIUN NICOLAE;
  3. TURCU DORINEL;
  4. CEALERA IONUT;
  5. FONTA-DURLEA GABRIELA-VERONICA;
  6. CUSU IANCU;
  7. DUMITRU EUGEN;
  8. CARATAS DANIEL – GEORGE;
  9. CEACU FLORINA;
  10. STOICA COSMIN;
  11. MITREA VIORICA;
  12. SILBERSTEIN MARIANA;
  13. BURSOVA ANASTASE;
  14. IACOVACHE TUDOR-ANDREI;
  15. SAMARA LIDIEA;
  16. ASAN YALCIN;
  17. IONESCU AUREL;
  18. IONESCU ROXANA;
  19. NITU MARIACRISTINA;
  20. PAVLICU DUMITRU-MUGUREL;
  21. PISTEA ANDREEA;
  22. PISTEA FLORIN-BOGDAN;
  23. PĂUNESCU MARIA;
  24. BOBU RALUCA;

decided to amend the constitutive act of the joint-stock company, under the following conditions:

                                                                      

                                                                       Ch.I. NAME, LEGAL FORM, HEADQUARTERS, DURATION

 

Art.1.   Society name

1.1. The name of the company is „EASY CREDIT 4 ALL IFN” S.A. (hereinafter referred to as „the Company„), according to name reservation no. 34939 dated 12.05.2009 issued by ORCTC.

1.2. In all invoices, letters, publications and any other documents issued by the Company, the name of the Company will be followed by the phrase „non-banking financial institution” or its abbreviation „IFN”, the words „Joint Stock Company” or their abbreviation „S.A.”, as well as specifying the headquarters, the paid-up capital, the registration number at the Trade Registry and the unique registration code.

Art.2. Legal form

           The company „EASY CREDIT 4 ALL IFN” S.A. is a Romanian legal entity, established in the form of a closed joint stock company. The company carries out its activity in accordance with the legislation and regulations applicable to companies, of Law no. 93/2009, as well as with this Constitutive Act.

Art.3. Social headquarters

3.1 The registered office is located in Romania, Constanta, b-dul Alexandru Lapusneanu no. 82, block LE31, ground floor, Constanta county. The headquarters of the company can be moved to another address in Romania, by the Decision of the General Meeting of Shareholders, according to the law.3.2. Societatea are deschise puncte de lucru in:

  1. Bucuresti, Strada Aristide Pascal no.29-31, sector 3, ground floor;
  2. Galati, b-dul George Cosbuc no.3A, ground floor, Galati;
  3. Timisoara, b-dul Republicii no.21, ground floor, space P20, judetul Timis;
  4. Iasi, str.Sf.Lazar no.50, ground floor, Iasi;
  5. Cluj-Napoca, str.Slanic no.3A, Cluj;
  6. Brasov, str.Harmanului no.44, bl.3, ground floor, sc.D, Brasov;
  7. Oradea, bd.Dacia no.55, bl.AN 48, ground floor, Bihor;
  8. Craiova, str.Calea Bucuresti, no.21, bl.15A, ground floor, Dolj;
  9. Bucuresti, Calea Grivitei no.158, ground floor, sector 1;
  10. Bucuresti, str.Brailita no.13, et.1+et.2+et.3+terasa, sector 3;
  11. Bucuresti, bd.Iuliu Maniu no.22, bl.C15, ground floor, sector 6;
  12. Ploiesti, str.G-ral Vasile Milea no.1, bl.A7, ground floor, Prahova;
  13. Constanta, b-dul Alexandru Lapusneanu nr.173A, parter, space nr.1, Constanta;
  14. Pitesti, str.General Constantin Cristescu no.3, bl.RIM1, ground floor, ap. Sp. Com. nr.2, Arges;
  15. Baia Mare, bd.Bucuresti no.23A, ap.1, Maramures;
  16. Sibiu, str.Luptei no.1-3, Sibiu;
  17. Bacau, str.Banca Nationala no.41, Bacau;
  18. Braila, Ans. Calarasi IV, str.Calea Calarasilor no.309, bl.B2bis, ground floor, Braila ;
  19. Arad, Piata Spitalului no.1-5, bl.5, sc.C, ground floor, ap. 28, Arad.

3.3. The company can decide to establish branches, agencies, representatives, work points, in accordance with the applicable Romanian legislation in the field.

Art.4. DURATION

 The duration of the company will be unlimited.

                                                                                              CH.II.  FIELD OF ACTIVITY

Art.5. Field of activity

5.1.  The main field of activity of the Company is: CAEN Code 649 │Other financial intermediation activities, exclusively insurance activities and pension funds.

5.2.  Activitatea principala a Societatii: CAEN Code 6492 │ Other lending activities consist of: granting consumer loans.

5.3. According to art. 14 of Law no. 93/2009 regarding non-banking financial institutions, the company’s secondary activities are: CAEN Code 6491 │ Financial leasing.

     CAEN Code 6492│ Other lending activities consist of: granting mortgage loans.

     CAEN Code 6492 │ Other lending activities consist of: financing commercial transactions.

     CAEN Code 6499 │ Other financial intermediation n.c. consisting of:

– issuing guarantees, assuming guarantee commitments and assuming financing commitments.

– factoring activities.

     CAEN Code 6619 │ Activities auxiliary to financial intermediation, exclusively insurance and pension fund activities consisting of:

– consulting services related to the lending activities included in the company’s business object.

     CAEN Code 6622 │ Activities of insurance agencies and brokers (intermediaries in insurance as a subordinate agent – bancassurance activity).

     CAEN Code 6810 │ The purchase and sale of own real estate – will be carried out only to the extent that they are related to the lending activity or are necessary for the proper functioning of the Company.

According to the legislation in force regarding non-banking financial institutions, the activities provided in the secondary object of the Company’s activity will be carried out only to the extent that they are related to the lending activity.

                                                           
                                                            III – SHARE CAPITAL AND SHAREHOLDER STRUCTURE. SHARES

Art.6.       Share capital

6.1.           The total share capital of the Company, fully subscribed and paid, is 84,000,000 RON.

The share capital was paid in full. The share capital is divided into 840,000 registered shares, in dematerialized form, of which 732,610 ordinary registered shares, in dematerialized form and 107,390 preferred registered shares with priority dividend, in dematerialized form, each with a nominal value of 100 RON /share.

  • The structure of the Company’s share capital:
  1. Progress Consulting S.A. – 20.944.000 RON, 209.440 ordinary registered shares, 24,9334% of the share capital;
  2. Crăciun Nicolae – 20.079.900 RON, 200.799 ordinary registered shares, 23,9046% of the share capital;
  3. Turcu Dorinel – 15.750.100 RON, 157.501 ordinary registered shares, 18,7501% of the share capital;
  4. Cealera Ionuţ – 8.460.500 RON, 84.605 ordinary registered shares, 10,0721% of the share capital;
  5. Fonta-Durlea Gabriela-Veronica – 2.741.800 RON, 27.418 ordinary registered shares, 3,2640% of the share capital;
  6. Cuşu Iancu – 2.470.000 RON, 24.700 ordinary registered shares, 2,9405% of the share capital;
  7. Dumitru Eugen – 3.910.000 RON, 39.100 registered shares of wich 15.000 ordinary registered shares si 24.100 preferred registered shares with priority dividend, 4,6547% of the share capital;
  8. Carataş Daniel-George – 514.700 RON, 5.147 ordinary registered shares, 0,6127% of the share capital;
  9. Ceacu Florina – 500.000 RON, 5.000 ordinary registered shares, 0,5953% of the share capital;
  10. Stoica Cosmin – 300.000 RON, 3.000 ordinary registered shares, 0,3571% of the share capital;
  11. Mitrea Viorica 250.000 RON, 12.500 preferred registered shares with priority dividend, 1,4881% of the share capital;
  12. Silberstein Mariana – 1.190.000 RON, 11.900 preferred registered shares with priority dividend, 1,4167% of the share capital;
  13. Burşova Anăstase – 1.100.000 RON, 11.000 preferred registered shares with priority dividend, 1,3095% of the share capital;
  14. Iacovache Tudor-Andrei – 850.000 RON, 8.500 preferred registered shares with priority dividend, 1,0119% of the share capital;
  15. Samara Lidiea 000 RON, 8.000 preferred registered shares with priority dividend, 0,9524% of the share capital;
  16. Asan Yalcin 000 RON, 7.000 preferred registered shares with priority dividend, 0,8333% of the share capital;
  17. Ionescu Aurel – 680.000 RON, 6.800 preferred registered shares with priority dividend, 0,8095% of the share capital;
  18. Ionescu Roxana – 000 RON, 3.400 preferred registered shares with priority dividend, 0,4048% of the share capital;
  19. Niţu MariaCristina – 000 RON, 3.300 preferred registered shares with priority dividend, 0,3929% of the share capital;
  20. Pavlicu Dumitru-Mugurel – 240.000 RON, 2.400 preferred registered shares with priority dividend, 0,2857% of the share capital;
  21. Piştea Andreea – 230.000 RON, 2.300 preferred registered shares with priority dividend, 0,2738% of the share capital;
  22. Piştea Florin-Bogdan – 230.000 RON, 2.300 preferred registered shares with priority dividend, 0,2738% of the share capital;
  23. Păunescu Maria – 000 RON, 2.000 preferred registered shares with priority dividend, 0,2381% of the share capital.
  24. Bobu Raluca – 189.000 RON, 1.890 preferred registered shares with priority dividend, 0,2250% of the share capital;

 

Art.7. Shares

7.1. The shares issued by the Company are registered shares, with equal value. The shares issued by the Company can be ordinary shares or preferential shares with a priority dividend without voting rights.

7.2. The company will issue its shares in dematerialized form.

7.3. Shares are indivisible. If a share is owned by several people, the Company will enter the mention in the register of shareholders only after the appointment of a single representative by the respective co-owners.

7.4.Each ordinary share confers a right to vote in the General Meeting of Shareholders. Ordinary shares give shareholders equal rights regarding the distribution of the Company’s profit.

7.5. The company’s assets cannot be encumbered by debts or other personal obligations of the shareholders.

7.6. The company can issue preferential shares with a priority dividend without voting rights, which gives the holder the right to a priority dividend taken on the distributable benefit of the financial exercise, before any other taking.

7.7. Shares with priority dividend, without voting rights, cannot exceed one fourth of the share capital and will have the same nominal value as ordinary shares, in accordance with art. 95 (2) of the Companies Law no. 31/1990.

       7.8. Administrators, directors, respectively members of the directorate and of the supervisory board, as well as the censors of the company cannot be holders of shares with a priority dividend without voting rights, according to art. 95 (3) of the Companies Law no. 31/1990.

       7.9. In case of delay in the payment of dividends, the preferred shares will acquire the right to vote, starting from the due date of the obligation to pay the dividends to be distributed during the following year or, if in the following year the general meeting decides that they will not be distributed dividends, starting from the date of publication of the respective decision of the general meeting, until the effective payment of outstanding dividends, according to art. 95 (4) of the Companies Law no. 31/1990.

          7.10. Preference shares and ordinary shares may be converted from one category to another by decision of the extraordinary general meeting of shareholders, according to art. 95 (5) of the Companies Law no. 31/1990.

Art.8. Rights and obligations arising from shares

            Each ordinary share, according to the law, gives them the right to choose and be elected in the management bodies, the right to participate in the distribution of the profit, according to the provisions of this statute and the legal provisions in the field. The dividend related to the preferential shares will be established by the company and the shareholder through the contract for the sale of preferential shares with a redemption clause.

             The rights and obligations related to the shares follow the shares in case they become the property of other persons. The company’s obligations are guaranteed by its social capital, and the shareholders are liable up to the value of the shares they own.

Art.9. Assignment of shares.

           The shares are indivisible for the company, which recognizes only one owner for each share.

           The partial or total assignment of shares between shareholders or third parties is done under the conditions and with the procedure provided by the legislation in the field.

Art.10. Increasing and reducing the social capital

10.1 The share capital will be increased only by the Resolution of the Extraordinary General Meeting of Shareholders, adopted in accordance with the provisions of this constitutive act. Subject to the requirement mentioned above, the share capital can be increased in accordance with the provisions of art. 18 paragraph 3 of Law no. 93/2009, contributions in kind not being allowed.

10.2 The Extraordinary General Meeting may order the reduction of the Company’s share capital in accordance with the provisions of this constitutive act. The social capital can be reduced for valid reasons, but only within the limit allowed by law.

Art 10.1. About issuing bonds

The company can issue bonds in compliance with art. 15 paragraph 2 letter b of Law no. 93/2009.

The nominal value of a bond cannot be less than 2.5 RON.

The bonds from the same issue must be of equal value and grant their holders equal rights.

The bonds can be issued in material form, on paper, or in dematerialized form, by registering in the account.

Art 10.2. The general meeting of bondholders

Bondholders can meet in the general assembly to deliberate on their interests.

The meeting will be convened at the expense of the company that issued the bonds, at the request of a number of holders representing a fourth part of the issued and outstanding securities or, after the appointment of the representatives of the bond holders, at their request.

The provisions provided for the ordinary meeting of shareholders also apply to the meeting of bondholders, regarding the forms, conditions, convening terms and voting.

The issuing company cannot participate in the deliberations of the bondholders’ meeting, based on the bonds it owns.

Bondholders may be represented by proxies, other than administrators, directors, respectively members of the directorate, of the board of directors, the financial auditor or the company’s employees.

The legally constituted meeting of bondholders will have all the prerogatives conferred by law.

Ch.IV- General Meeting of Shareholders. Organization. Convocation. Exercising the right to vote

Art.11.  The General Meeting is the main governing body of the Company, having the general competence to take decisions regarding the activity and its economic, commercial and development policy. The General Assembly can be ordinary or extraordinary. The decisions of the General Assembly will be in accordance with the provisions of the law and of this Constitutive Act and will be enforceable against all shareholders, administrators, the Company and third parties.

The management of IFN is carried out by the General Director CRACIUN NICOLAE and the Deputy General Director DINICĂ JORIDA, who are subordinate to the General Meeting of Shareholders and the Board of Directors. The management duties at the level of the registered office/secondary offices are established by decision of the Board of Directors of the company.

Attributions of the general meeting of shareholders.

General meetings of shareholders are ordinary and extraordinary.

Apart from debating other issues on the agenda, the ordinary general meeting has the following attributions:

a)    to discuss, approve or modify the annual financial statements, based on the reports presented by the board of directors
and the statutory auditor, and to fix the dividend;

b)    to elect and revoke the members of the board of administration;

c)    appoint or dismiss the statutory auditor and set the minimum duration of the statutory audit contract;       

d)    to fix the due remuneration for the current exercise of the members of the board of administration;

e)    to pronounce on the management of the board of administration;

f)     to establish the income and expenditure budget and, as the case may be, the activity program for the following financial year;

g)    to decide on the lease or dissolution of one or more units of the company.

    The extraordinary general meeting meets whenever it is necessary to take a decision for:

    1. a)    changing the legal form of the company;

      b)    moving the company headquarters;

      c)    changing the object of the company’s activity;

      d)    increasing the social capital;

      e)    reduction of the social capital or its reintegration by issuing new shares;

      f)     merger with other companies or division of the company;

      g)    early dissolution of the company;

      h)  any other amendment to the constitutive act or any other decision for which
      the approval of the extraordinary general meeting is required;

    Art.12. Convening the general meeting of shareholders

                The general meeting of shareholders is convened by the board of directors whenever necessary.

    The ordinary general meetings take place at least once a year, no later than 4 months after the end of the financial year, to examine the balance sheet and the profit and loss account, the report drawn up by the statutory auditor for the previous year and to establish the activity program and of the budget for the current year.

    Extraordinary general meetings are convened at the request of shareholders representing at least 1/3 of the share capital.

    The general assembly will be convened by the board of directors whenever necessary, in accordance with the provisions of the constitutive act, at least 30 days before the established date.

    The summons is made by registered letter.

    The convocation will include the place and date of the general assembly, as well as the agenda, with the exact indication of all the issues that will be the subject of its debates.

    When the agenda includes proposals for amending the statute, the convocation must include the full text of the proposals.

    The general meeting of shareholders is held at the company headquarters or in another place indicated in the convening.

     

    Art.13. Organization of the general meeting of shareholders

    The ordinary general assembly is validly constituted and can take decisions, if at the first convocation the present or represented shareholders hold at least 2/3 of the share capital, and at the second convocation, regardless of the quorum present.

     The extraordinary general meeting is validly constituted and can take decisions, if at the first call the shareholders present or their representatives hold at least 3/4 of the share capital, and at subsequent calls, if they hold at least 1/2 of the share capital.

           The general meeting of shareholders is chaired by the president of the board of directors. Shareholders’ general meetings can also be held by correspondence.

    Art.14. Exercising the right to vote in the general meeting of shareholders.

    The decisions of the general assembly are taken by open vote. Shareholders usually vote by raising their hands.

    At the proposal of the person presiding or of a group of shareholders present or represented, who own at least 1/4 of the share capital, it may be decided that the vote be secret.

    The secret vote is mandatory for appointing or revoking the members of the board of directors, for appointing, revoking or dismissing the statutory auditors and for taking decisions regarding the responsibility of the members of the company’s administrative, management and control bodies. The decisions of the general assembly are binding even for absent or unrepresented shareholders.

                                                                          Ch.V –  Company administration. Board of administration (BA).

    Art.15. The company will be managed by a Board of Directors, made up of 5 members, with a mandate established until 02.02.2024, which can be renewed, respectively:

    -mr.Crăciun Nicolae, executive member, appointed on the date of 24.05.2009, with mandate renewed until the date of 02.02.2024;

    -ms.Dinică Jorida, executive member, with a mandate established until the date of 02.02.2024;

    -ms.Ceacu Florina, non-executive member, appointed on the date of 21.05.2009, with mandate renewed until the date of 02.02.2024;

    -ms.Crăciun Cristina, non-executive member, appointed on the date of 01.09.2010, with mandate renewed until the date of 02.02.2024;

    -mr.Stoica Cosmin, non-executive member, with a mandate established until the date of 02.02.2024.

    The mandate of all members of the Board of Administration is established until the date of 02.02.2024.

    The President of the Board of Directors is Mr. Crăciun Nicolae, being elected for the entire duration of the administration mandate.

    The president coordinates the activity of the board and reports on this to the general meeting of shareholders. He watches over the good functioning of the society’s bodies. The president of the board of directors also performs the function of general director of the IFN.

    The vice-president of the Board of Directors is Mrs. Dinica Jorida, being elected for the entire duration of the administration’s mandate.

    The Board of Directors decides on all operations carried out by IFN and has the following attributions:

    a)    establishing accounting policies and the financial control system, as well as approving financial planning;

    b)    appointing and revoking directors and establishing their remuneration; directors can be appointed from among the
    administrators or from outside the board of directors.

    c)    supervising the activity of directors;

    d)    proposes the amendment and/or completion of the constitutive act of the IFN and submits them to the approval of the decision of
    the general meeting of shareholders;

    e)    approves, within the limit of half of the accounting value of the IFN’s assets at the date of the conclusion of the act, the conclusion of legal acts through which it acquires goods, alienates, rents, exchanges or creates as a guarantee goods in the IFN’s patrimony;

    f)     submits the annual financial statements, together with the financial audit report, to the approval of the general meeting of shareholders;

    g)    subject to the approval of the general meeting of shareholders, the income and expenditure budget and the activity program for the following financial year;

    h)    approves the organizational structure of the IFN and the territorial units, the number of positions and the salary system, in compliance with the minimum salary limit provided by law;

    i)      approves the organization and operation regulation of the IFN, which details the attributions and competencies of the organizational structures provided in the approved organizational chart.

    j)      approves the affiliation of IFN to international financial bodies, as well as collaboration agreements with these institutions;

    k)   decides on the financing policy and the maximum allowed exposures; approves the conclusion of any type of credit agreement in which the Company has the capacity of creditor for loans greater than 35,000 Eur or the equivalent in lei;

    l)    approve the entire documentation for issuing the letter of guarantee over the amount of 35,000 Eur or the equivalent in lei;

    m)   approve the entire documentation for the conclusion of factoring/discount ceiling type contracts over the amount of 35,000 Eur or the equivalent in lei;

    n)    approves the level of commissions and interest charged by IFN;

    o)   appoints heads of work points/secondary offices;

    p)   preparing the annual report, organizing the general meeting of shareholders and implementing its decisions;

    q)   can delegate to the general director/deputy general director and/or the heads of the work points/secondary headquarters, some of his attributions;

    r)    solve any other problems established by the general meeting of shareholders;

    s)   approve the establishment or dissolution of secondary offices: branches, agencies, representatives, work points;

    t)    approve the risk assessments, their implementation and updating methodology and internal audit missions in the field of preventing money laundering and terrorist financing;

    u)   approves the norms of knowing the clientele proposed by the persons responsible for the application of the legal provisions for the prevention of money laundering and the financing of terrorism;

    v)   whenever it is considered necessary, evaluate certain aspects of compliance at the level of subordinate structures.

     
    The General Director has the following attributions:

    a.    is subordinated to the statutory bodies of the company (the Board of Directors and the General Meeting of Shareholders);

    b.    approves the conclusion of any type of credit agreement in which the Company has the capacity of creditor up to the sum of 35,000 Eur or the
    equivalent in lei; approves the conclusion of additional documents in which the Company has the capacity of creditor, regarding the changes/completions brought
    to the credit contracts;

    c.     approves the entire documentation for issuing the letter of guarantee up to the competition of the amount of 35,000 Eur or the equivalent in lei;

    d.    approves the entire documentation for concluding factoring/discounting cap contracts up to the sum of 35,000 Eur or the equivalent in lei;

    e.    approves the documents issued in the crediting process; approve or reject various requests regarding the company’s clients, the crediting process, other
    aspects;

    f.      approves the conclusion of sponsorship contracts, patronage contracts as well as any other documents of disposition with onerous or free tilt within the
    limits provided by law;

    g.    signs all the credit documentation issued during the crediting process related to the registered office/secondary offices; signs in the name of the
    company and for the company, in front of any notary public, wherever the need requires, documents that require the authentic form.

    h.    issues decisions to stop debts, to maintain provisions, to assign debts, according to the crediting procedure;

    i.      signs other documents/requests, signing in the name of the company and for the company wherever the need requires it;

    j.      approves all changes made to the Internal Credit Procedure document;

    k.     appoints the employees of the Supervision Service;

    l.      can delegate for certain periods of his attributions, including participation and decision-making within the company, by General Director
    Decision/special mandate;

    m.   undertakes / approves the company’s expenses, within the approved income and expenses budget, signing in the name and for the company any document
    necessary for the proper development of the activity;

    n.    concludes, modifies and cancels the individual employment contracts of the company’s employees;

    o.    negotiates the collective labor contract with the employees, according to the law; approves the organizational structure of the company, the number of
    positions and the salary system, respecting the minimum salary limit provided by law; approve the internal regulation, which will regulate at least the
    aspects related to: protection, hygiene and safety at work, the rights and obligations of the employer and the employees, compliance with the principle of
    non-discrimination and the removal of any form of violation of dignity, the procedure for solving individual requests or complaints of employees, work 
    discipline, disciplinary violations and applicable sanctions, disciplinary procedure;

    p.    can delegate his duties to the Deputy General Director and/or to the persons within the Supervisory Service and/or to the heads of secondary
    offices;

    q.    presents reports and other requested information to the board of directors, regarding the company’s activity;

    r.     fulfills any other attributions given in its competence by the board of directors or arising from the regulation of organization and operation/internal
    procedures;

    s.     is authorized to manage and coordinate the daily activity of the company, being invested with the competence to represent the company and to engage its
    responsibility in relations with third parties.

    t.      represents the company, within the various service/supply/collaboration contracts concluded with service providers/suppliers/collaborators, in order to
    carry out the company’s activity in optimal conditions;

    u.    issues various circulars/internal orders/directives to the company’s employees in order to carry out the company’s activity in optimal conditions;
    approve requests for leave received from the company’s employees;

    v.     continuously evaluates the risks that affect the achievement of the objectives of the non-banking financial institution, based on the
    reports/recommendations of the structures responsible for their monitoring;

    w.   can take measures regarding the modification of the conditions in which the company carries out its activity;

    x.     validly signs, both individually and jointly with other authorized persons, at the registered
    office and secondary offices of the company, the following documents:

             crediting documentation:
    the proposal to grant/modify the credit and the report establishing the fair value of the guarantees; credit contracts, for the following categories of
    credits: consumer credit guaranteed by real estate mortgage, including credit lines guaranteed by real estate mortgage; – consumer loan with real movable and immovable guarantee, including car loan; – consumer credit guaranteed by mortgage; – mortgage loan for real estate investments; additional documents to all credit agreements previously stated; other guarantee contracts, accessories to credit contracts concluded according to legal provisions; other documents specific to the lending process (e.g. requests, notices, refinancing addresses, alienation agreements, etc.); payment notices, payment summons and notification;

           notice of registration/modification/cancellation of guarantees in the Electronic Archive of Real Movable Guarantees; the statement expressly requesting the deletion from the Electronic Archive of Real Estate Guarantees of the right of movable mortgage instituted in favor of the company, as a result of the full payment by the customer of the debt owed to the company;

          documents that require the authentic form: real estate mortgage contracts before the public notary; movable mortgage and/or general pledge contracts before the notary public; loan contracts (general/special pledge) before the notary public; applications/declarations signed before the notary public in connection with the conclusion of mortgage contracts; declarations expressly requesting the deletion from the Land Register of the real estate mortgage right established in favor of the company, as well as the prohibitions noted in the Land Register as a result of the full payment by the client of the debt owed to the company; transactions, assignment of debts, novations, other documents that require the authentic form.

        documents regarding the forced execution procedure, documents concluded in connection with the start, development and termination of forced execution against debtors, individuals and/or legal persons;

       necessary documents in order to represent the company’s interests before the competent courts: the submissions in the case of enforcement objections formulated by debtors within the enforcement files; other necessary documents;

            documents necessary to represent the company’s interests in order to resolve amicably (eg direct negotiation/mediation/transactions) the situations
    encountered in the relationship with the company’s clients; necessary documents in order to represent the company’s interests before the control bodies
    empowered by law;

         service/supply/collaboration contracts concluded with service providers/suppliers/collaborators, in order to advertise/conduct the company’s lending activity under optimal conditions;

           other entries/requests, signing in the name of the company and for the company wherever the need requires it.

    The Deputy General Director has the following attributions:

    a.      is subordinate to the General Director and the statutory bodies of the company (the Board of Directors and the General Meeting of Shareholders);

    b.      approves the conclusion of any type of credit agreement in which the Company has the capacity of creditor up to the sum of 35,000 Eur or the equivalent in lei; approves the conclusion of additional documents in which the Company has the capacity of creditor, regarding the changes/completions brought to the credit contracts;

    c.    approves the entire documentation for issuing the letter of guarantee up to the competition of the amount of 35,000 Eur or the equivalent in lei;

    d.     approves the entire documentation for concluding factoring/discounting cap contracts up to the sum of 35,000 Eur or the equivalent in lei;

    e.    approves the documents issued in the crediting process; approve or reject various requests regarding the company’s clients, the crediting process,
    other aspects;

    f.      approves the conclusion of sponsorship contracts, patronage contracts as well as any other disposition documents;

    g.    signs all the credit documentation issued during the crediting process related to the registered office/secondary offices; signs in the name of the company
    and for the company, in front of any notary public, wherever the need requires, documents that require the authentic form.

    h.    issues decisions to stop debts, to maintain provisions, to assign debts, according to the crediting procedure;

    i.       signs other documents/requests, signing in the name of the company and for the company wherever the need requires it.

    j.       approves all changes made to the Internal Credit Procedure document;

    k.     appoints the employees of the Supervision Service;

    l.      can delegate for certain periods of his attributions, including participation and decision-making within the company, by General Director Decision/special mandate;

    m.   undertakes / approves the company’s expenses, within the approved income and expenses budget, signing in the name and for the company any document necessary for the proper development of the activity;

    n.    concludes, modifies and cancels the individual employment contracts of the company’s employees;

    o.    negotiates the collective labor contract with the employees, according to the law; approves the organizational structure of the company, the number of
    positions and the salary system, respecting the minimum salary limit provided by law; approve the internal regulation, which will regulate at least the
    aspects related to: protection, hygiene and safety at work, the rights and obligations of the employer and the employees, compliance with the principle of
    non-discrimination and the removal of any form of violation of dignity, the procedure for resolving requests or

    p.    individual employee complaints, labor discipline, disciplinary violations and applicable sanctions, disciplinary procedure;

    q.    can delegate its duties to the persons within the Supervisory Service and/or to the heads of secondary offices;

    r.     presents reports and other requested information to the board of directors, regarding the company’s activity;

    s.     fulfills any other attributions given in its competence by the board of directors or arising from the regulation of organization and operation/internal
    procedures;

    t.     is authorized to lead and coordinate the daily activity of the company, being invested with the competence to represent the company and to engage its responsibility in relations with third parties.

    u.    represents the company, within the various service/supply/collaboration contracts concluded with service providers/suppliers/collaborators, in order to
    carry out the company’s activity in optimal conditions;

    v.     issues various circulars/internal orders/directives to the company’s employees in order to carry out the company’s activity in optimal conditions;
    approve requests for leave received from the company’s employees;

    w.   continuously evaluates the risks that affect the achievement of the objectives of the non-banking financial institution, based on the
    reports/recommendations of the structures responsible for their monitoring;

    x.     validly sign, both individually and jointly with other authorized persons, at the registered office and secondary offices of the company, the following documents:

             crediting documentation: the proposal to grant/modify the credit and the report establishing the fair value of the guarantees; credit contracts,for the following categories of credits: consumer credit guaranteed by real estate mortgage, including credit lines guaranteed by real estate mortgage; – consumer loan with real movable and immovable guarantee, including car loan; – consumer credit guaranteed by mortgage; – mortgage loan for real estate investments; additional documents to all credit agreements previously stated; other guarantee contracts, accessories to credit contracts concluded according to legal provisions; other documents specific to the lending process (e.g.requests, notices, refinancing addresses, alienation agreements, etc.); payment notices, payment summons and early credit declaration notifications; other documents that fall under the attributions of the financial analyst/legal advisor/office manager;

    –     notice of registration/modification/cancellation of guarantees in the Electronic Archive of Real Movable
    Guarantees; the statement expressly requesting the deletion from the Electronic
    Archive of Real Estate Guarantees of the right of movable mortgage instituted
    in favor of the company, as a result of the full payment by the customer of the
    debt owed to the company;

             documents that require the authentic form: real estate mortgage contracts before the public
    notary; movable mortgage and/or general pledge contracts before the notary
    public; loan contracts (general/special pledge) before the notary public;
    applications/declarations signed before the notary public in connection with
    the conclusion of mortgage contracts; declarations by which the cancellation of
    the real estate mortgage right established in favor of the company is expressly
    requested from the Land Register, as well as the prohibitions noted in the Land
    Register as a result of full payment by the customer of the debt owed to the
    company; transactions, assignment of debts, novations, other documents that
    require the authentic form.

       documents regarding the forced execution procedure, documents concluded in connection with the start, development and termination of forced execution against debtors, individuals and/or legal entities;  

    –     necessary documents in order to represent the company’s interests before the competent courts: the submissions in the case of enforcement objections formulated by debtors within the enforcement files; other necessary documents

    –     documents necessary to represent the company’s interests in order to
    resolve amicably (eg direct negotiation/mediation/transactions)
    the situations encountered in the relationship
    with the company’s clients; necessary documents in order to represent the
    company’s interests before the control bodies empowered by law;

    –     service/supply/collaboration contracts concluded with service
    providers/suppliers/collaborators,
    in order to advertise/conduct the company’s lending
    activity under optimal conditions;
     

    –    other entries/requests, signing in the name of the company and for the company wherever the need
    requires it.

    The Director of the Headquarters/Zonal Directories/Heads of Work Points/Secondary Headquarters have the following attributions:


                      a.    will approve all the expenses incurred for the smooth development of the activities of the EASY CREDIT 4 ALL IFN S.A. work   point/secondary office. to the                               management of which they are appointed, signing in the name and for the company any necessary document;

    b.  will approve the fair value of the furniture/real estate guarantees related to the loans granted by the Company through the work point/secondary headquarters, based on the financial analyst’s assessment. The fair value is established according to internal procedures, in compliance with BNR regulations;

    c.     will validly sign all the documents related to the lending process carried out by EASY CREDIT 4 ALL IFN S.A., through the work point/secondary headquarters to which they are appointed:

             credit proposal, up to the concurrence of the amount of EUR 35,000, credits approved in advance by the General Director/Deputy General Director and/or the Supervisory Service;

             proposal to change the credit;

            the document establishing the fair value of the guarantees;

             credit contracts, for the following categories of loans: consumer credit guaranteed by a real estate mortgage, including a line of credit guaranteed by a real estate mortgage; consumer loan with real movable and immovable guarantee, including car loan; consumer credit guaranteed with a movable mortgage; mortgage loan for real estate investments;

             the additional documents to all the previously stated credit contracts;

             other guarantee contracts, accessories of credit contracts concluded according to legal provisions;

             other documents specific to the lending process: (eg requests, notices, refinancing addresses, alienation agreements, etc.);

             the notice of registration/modification of guarantees in the Electronic Archive of Real Movable Guarantees;

             the declaration expressly requesting the deletion from the Electronic Archive of Real Movable Guarantees of the right of movable mortgage instituted in favor of the company, as a result of the full payment by the client of the debt owed to the company;

             real estate mortgage contracts before the notary public; movable mortgage contracts before the notary public; loan contracts (general/special pledge) before the notary public; applications/declarations signed before the notary public in connection with the conclusion of mortgage contracts; declarations expressly requesting the deletion from the Land Register of the real estate mortgage right established in favor of the company, as well as the prohibitions noted in the
    Land Register as a result of the full payment by the client of the debt owed to the company; other documents that require the authentic form related to the
    lending process;

             payment notices, payment summons and early credit declaration notifications;

         documents regarding the forced execution procedure, documents concluded in connection with the start, development and termination of forced execution against debtors, individuals and/or legal persons; 

          dealing with enforcement appeals filed by debtors in enforcement files; other necessary documents in order to represent the company’s interests before the competent courts;

           the necessary documents in order to represent the company’s interests in order to resolve amicably (e.g.direct negotiation/mediation) the situations encountered in the relationship with the company’s clients.

             the necessary documents in order to represent the company’s interests before the control bodies authorized by law;

        service/supply contracts concluded with service providers/suppliers/collaborators, in order to advertise/conduct the company’s lending activity under optimal conditions;

             other entries/requests, signing in the name of the company and for the company wherever the need requires it.

    d.    will mandate the notary office to request from the Land Registry Offices within the Cadastre and Real Estate Publicity Office, the tabulation of real
    estate mortgage rights established in favor of EASY CREDIT 4 ALL IFN S.A.;

    e.    they will be able to formulate any requests and declarations, they will be able to request, submit and pick up any documents, as well as everything
    that is necessary and appropriate for carrying out the activity of the work point/secondary headquarters to which they are appointed, according to the object
    of activity and the legislation Romanians in force;

    f.      they will represent the work point/secondary office to the management of which they are appointed, in front of third parties and they will sign any
    document necessary and useful for the development of lending operations in the best conditions within the secondary office/work point, in front of the courts
    of any degree;

    g.    the management of the activity of the registered office/secondary office/point of work, approval of credit operations and/or representation
    cannot be entrusted to other persons, and during the period when the Head of the secondary office/point of work is unable to carry out the activity,
    management will be provided by the General Director / Deputy General Director or by other persons delegated by the General Director / Deputy General
    Director;

    h.    the established attributions are validly supplemented with those highlighted in the job description.

                  The present attributions are also assimilated for the commercial management of the registered office.

     

    Activity coordination. Surveillance Service:

    The employees of the Supervisory Service have decision-making powers, of centralization/coordination/verification/monitoring of the activity carried out by the employees of the company headquarters/secondary offices and are subordinate to the General Director/Deputy General Director/statutory bodies of the company.

                                                                                              Ch. VI – Risk Management Committee.

     

    Art.16.  The company has set up a Risk Management Committee, made up of 3 members from among the managers of the non-banking financial institution and the managers of the compartments whose activity is subject to significant risks.

    The competence to revoke/appoint members of the Risk Management Committee belongs to the Board of Directors of the Company.

    The responsibilities of the Risk Management Committee are as follows:

    a)   presenting sufficiently detailed and timely information to the Board of Directors, so that it knows and evaluates the
    management’s performance in monitoring and controlling significant risks, according to the approved policies, as well as the overall performance of the
    IFN;

    b)   the development of appropriate strategies, policies for the identification, evaluation, monitoring and control of significant risks, establishing the ratio between risk and profit that IFN considers acceptable, under the conditions of ensuring the continuity of the activity on a healthy and prudent basis;

    c)   operational information of the Board of Directors on significant issues and developments that could influence the risk profile and IFN results;

    d)   monitoring the development of appropriate methodologies and models regarding risk assessment and limiting exposures;

    e)   regularly informing the Board of Directors about the situation of the institution’s exposure to significant risks, as well as immediately in the event of significant changes in the current or future exposure of the IFN to risks;

    f)       monitoring the elaboration of the internal normative documents necessary for the evaluation of significant risks in the conditions of some alternative scenarios, including in crisis conditions;

    g)   establishing the appropriate limits regarding the risk exposure that the IFN is prepared to assume, the acceptable levels for significant risks, the threshold from which a risk is considered significant, including for crisis conditions, as well as the necessary procedures for approving exceptions to at the respective limits;

    h)   establishing the employment of I.F.N in new activities;

    i)     establishing the competencies and responsibilities for managing and controlling risk exposures;

    j)     establishing an appropriate reporting system regarding risk assessment and risk exposure limit;

    k)   systematic monitoring of compliance with established procedures for significant risks and finding, together with the operational management of the IFN, solutions to eliminate the identified deficiencies;

    l)     the evaluation of significant risks taking into account:

    – the implications of the correlation of each significant risk with the other significant risks to which the institution is exposed;

    – forecasting profit and own funds based on different scenarios in crisis conditions, including a quantification of maximum losses in extreme conditions;

    – the identification of possible events or future changes in economic conditions that could have adverse effects on the institution’s exposure to significant risks,
    as well as the evaluation of the IFN’s ability to face them;

    – the existence of the appropriate delimitation of responsibilities within the risk management process, to avoid potential conflicts of interest.;

    – the provisions of the legislation in force regarding the prevention of money laundering and combating the financing of terrorism, as well as the international sanctions for blocking funds;

    m) prepares and presents to the Board of Directors, at least every six months or as often as it deems necessary, evaluation reports aimed at the risks in the field of
    preventing money laundering and combating the financing of terrorism, as well as international sanctions for the blocking of funds
    ;

    n)  analysis of the way in which the alternative plans available to the institution correspond to the unforeseen situations it could face;

    o) preparation and presentation to the Board of Directors of the annual report on the measures taken to manage the significant risks to which Easy Credit 4 ALL
    IFN S.A. is exposed.


                                                                   Ch.VII – Audit activity. Statutory audit. The internal audit. The audit committee

       

      Art.17. The annual financial statements of the company will be audited by: ROMAR-CO AUDIT S.R.L., member of the Chamber of Financial Auditors of Romania (CAFR) with authorization number 186/2002, with its registered office in the city of Constanta, str. Soveja no. 96, bl. 70, sc.D, ap.51, Constanta county, registered at the Trade Registry next to the Constanta Court under no. J13/716/1993, CUI RO 2985617, legally represented by Administrator dr. ec. Rusu Gheorghe, according to the financial audit contract.

             In order to be able to exercise the right of control, the shareholders can be presented, upon request, with data regarding the company’s activity, the state of the assets, the profit and the losses.

        The statutory audit report will be presented to the shareholders and will be published together with the annual financial statements, according to the law.

      The statutory auditor has the following attributions:

      a) draw up an annual report, together with his opinion, from which it can be concluded whether the financial statements present a true picture of the financial position, the financial performance of the company and the other information related to the activity carried out, according to the professional standards published by the Chamber of Financial Auditors from Romania;

      b) analyzes the practices and procedures of the internal control and audit and, if he considers that they are not appropriate, makes recommendations for their remedy;

      c) provides, according to the law, any details, clarifications, explanations regarding the data included in the company’s annual financial statements;

      d) other attributions provided by law.

      The internal audit will be organized in accordance with the rules developed by the Romanian Chamber of Financial Auditors, by Law no. 93/2009 on non-banking financial institutions, as well as the rules given in its application.

      The company will be audited internally by an employee of it, with specialization and relevant experience in audit, according to the stipulations of art. 105 of Regulation 20/2009 of the NBR: „It is forbidden to externalize the internal audit activity by the non -banking financial institutions”.

                        Duties of the internal auditor:

      a)   evaluates the efficiency and the degree of adequacy of the internal control system;

      b)   evaluates the application and effectiveness of risk management procedures and significant risk assessment methodologies;

      c)   analyzes the relevance and integrity of the data provided by the financial and management information systems, including the IT system;

      d)   evaluates the accuracy and credibility of accounting records and financial statements;

      e)   evaluates the way in which the protection of balance sheet and off-balance sheet patrimonial elements is ensured and the identification of methods to prevent fraud and losses of any kind;

      f)    evaluates the way in which the provisions of the legal framework are respected, the way in which the possible measures imposed by the National Bank of Romania are applied, evaluates the way in which the procedures of the non-banking financial institution are implemented;

      g)    monitors the implementation of the recommendations formulated in the course of this activity and reports in this regard, at least every six months, to the managers, the
      board of directors and the audit committee;

      h)    periodically evaluates the way of implementing the rules of knowing the clientele in order to prevent money laundering and terrorism financing;

      i)     periodically evaluates the efficiency of the internal procedures and rules that the institution has defined for the purpose of preventing money laundering and
      terrorist financing;

      j)     periodically evaluates the measures applied in terms of internal control, risk assessment and management, compliance management and communication;

      k)    periodically evaluates the measures applied in the field of protection of the own personnel involved in the process of applying the policy of money laundering, against any threats or hostile or discriminatory actions, as well as the periodic training and evaluation of the employees;

      l)     periodically evaluates the internal procedures in terms of reporting, keeping the records and all documents according to the legal requirements and prompt data supply at the request of the competent authorities.

      The company has established an audit committee formed in accordance with art. 18 of BNR Regulation no. 20/2009, with subsequent amendments and additions.

      Duties of the audit committee:

      a)    informs the members of the board of directors about the results of the statutory audit and explains how the statutory audit contributed to the integrity of the financial reporting and what was the role of the audit committee in this process;

      b)    monitors the financial reporting process and submits recommendations or proposals to ensure its integrity;

      c)    monitors the effectiveness of the internal quality control systems and the company’s risk management systems, and, as the case may be, of the internal
      audit regarding the financial reporting of the audited entity, without violating its independence;

      d)   monitors the statutory audit of the annual financial statements and the consolidated annual financial statements, especially its performance, taking into account the
      findings and conclusions of the competent authority, in accordance with art. 26 para. (6) from Regulation (EU) no. 537/2014;

      e)    evaluates and monitors the independence of financial auditors or audit firms in accordance with art. 21 – 25, 28 and 29 of this law and with art. 6 of Regulation (EU) no. 537/2014 and, in particular, the opportunity to provide non-audit services to the audited entity in accordance with art. 5 of that regulation;

      f)     is responsible for the selection procedure of the financial auditor or audit firm and recommends to the general meeting of shareholders/members of the
      administrative or supervisory body the financial auditor or audit firm/firms to be designated in accordance with art. 16 of Regulation (EU) no. 537/2014, with the
      exception of the case where art. 16 para. (8) from Regulation (EU) no.537/2014.

      g)   informs the management body of the company at least every six months about the result of the internal audit activity and submits the Reports, together with the
      recommendations, to the Board of Directors;

      h)   other duties established by law in his charge.

                                                                                                         Ch.VIII. Company activity

       

      Art.18. Financial exercise

                   The financial year begins on January 1 and ends on December 31 of each year. The first financial exercise begins on the date of incorporation of the company.

      Art.19. Company staff.

                  The board of directors, the statutory auditor and the internal auditor are appointed by the general meeting of shareholders, the rest of the staff being hired by the general director.

                   Salaries are made according to the legislation in force. The payment of salaries, taxes on them and the social insurance quota will be made according to the legislation in the field.

                   The rights and obligations of the company’s staff are established by the general director of the company.

      Art.20. Depreciation of fixed assets.

                  The general director establishes, in accordance with the law, the method of amortization of fixed assets.

      Art.21. Accounting record and balance sheet.

                  The company will keep accounting records in lei and in foreign currency and will prepare the annual balance sheet and profit and loss account taking into account the methodological norms in the field developed by the Ministry of Finance and the National Bank of Romania.

                  The balance sheet, the profit and loss account and the auditor’s report will be published in the Official Monitor of Romania, Part IV according to the legislation in the field.

      Art.22. Calculation and distribution of profit.

                  The company’s profit is established based on the balance sheet approved by the general meeting of shareholders. The taxable profit is determined according to the law.

                  The company’s profit, remaining after paying the profit tax, will be distributed according to the legal provisions in force.

                  The company establishes a reserve fund and other funds in accordance with the law.

                  The payment of the dividends due to the shareholders is made by the company, in accordance with the law, after the approval of the balance sheet by the general meeting of shareholders.

                  In case of recording losses, the general meeting of shareholders will analyze the causes and decide accordingly.

                  The bearing of the losses by the shareholders will be proportional to the contribution to the social capital and within the limit of the subscribed capital.

                  Dividends will only be distributed from real benefits.

                  The shareholders’ contribution to the social capital is not interest-bearing.

      Art.23. Company registers.

      The company keeps the registers provided by the legislation in the field.

      The Board of Directors can decide to outsource the registers to third parties.

       

                                                                         Ch. IX – Change of legal form, dissolution, liquidation, litigation

       

      Art.24. Change of legal form

                 The company may be transformed into another form of company by the decision of the general meeting of shareholders, in compliance with the legislation in the field, including Law no. 93/2009.

      Art.25. Dissolution of the company.

                 The following situations lead to the dissolution of the company:

                  – the impossibility of achieving the object of activity; bankruptcy; the loss of half of the share capital, after the reserve fund has been used up, if the general meeting of shareholders does not decide to supplement the share capital or reduce it to the remaining amount;

                 – the number of shareholders will be reduced below 2, more than 9 months.

                 – at the request of any shareholder, if the force majeure circumstances and their consequences last more than 8 months, and the general meeting of shareholders finds that the operation of the company is no longer possible.

                 In any other situations, based on the decision of the general meeting of shareholders, taken unanimously.

      The dissolution of the company must be entered in the Trade Register and published in the Official Monitor of Romania.

      Art.26. Liquidation of the company.

                 The dissolution of the Company will trigger the liquidation procedure. From the moment of dissolution, the administrators will not have the right to carry out new operations.

                 The liquidation of the company and the distribution of the patrimony are done under the conditions and in compliance with the procedure provided by the legislation in the field, including Law no. 93/2009.

      Art.27. Litigation.

                 Disputes of any kind, arising between the company and individuals or legal persons, are under the jurisdiction of the common law courts.

                Arbitration can be used to resolve disputes with other companies.

                                                                                                             Ch. X – Final stipulations.

       

      Art.28. The stipulations of this Constitutive Act will be legally supplemented with the stipulations of the Commercial Companies Law no. 31/1990, republished, with subsequent modifications and additions, with the provisions of the Civil Code and with other stipulations applicable in the matter.

      This Constitutive Act was drawn up and signed under a private signature and enters into force today, 18.10.2022, in 3 (three) copies, each copy having the value of an original.


      President of the Board of Directors

      CRĂCIUN NICOLAE