I. General organizational framework

I.1. The company „EASY CREDIT 4 ALL IFN” S.A. („The Company”, „Easy Credit” or „IFN”) is a Romanian legal entity, established in the form of a joint-stock company.
The company carries out its object of activity in accordance with the legislation and regulations applicable to companies, as follows:
a. Companies Law no. 31 of November 16, 1990, republished with subsequent amendments and additions;
b. Law no. 93/2009 on non-banking financial institutions, with subsequent amendments and additions;
c. BNR Regulation no. 20 of October 13, 2009, regarding non-banking financial institutions, with subsequent amendments and additions;
d. Any other applicable normative acts.
I.2. The company is managed by a Board of Directors, made up of a number of 5 members (composed of the President, Vice-President and Members), appointed by the General Meeting of Shareholders, with a fixed mandate of 4 years, according to the provisions of the constitutive act, which may be renewed under the conditions of the law.
I.3. The President of the Board of Directors coordinates the activity of the Board and reports on it to the General Meeting of Shareholders.
I.4. The President of the Board of Directors ensures the proper functioning of the company’s statutory bodies.
I.5. The President of the Board of Directors also performs the function of General Director of the company.
I.6. The President of the Board of Directors is subordinate to the statutory bodies of the company (the Board of Directors and the General Meeting of Shareholders).
The main structure of the company directly subordinated to the Board of Directors is the General Director.
I.7. He works with the Board of Directors: the Risk Management Committee; Audit Committee; The internal auditor; Compliance Officer; Responsible- Substitute for the protection of personal data/prevention of money laundering and combating the use of IFN for the purpose of financing acts of terrorism; Responsible for coordinating the implementation of internal rules for the implementation of international sanctions for blocking funds.
I.8. During the fulfillment of the mandate, the administrators cannot conclude an employment contract with the company. If the administrators were appointed from among the company’s employees, their individual employment contracts are automatically suspended from the date of acceptance of the mandate.

II. Attributions of the Board of Administration

II.1. The Board of Directors decides on all the 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;
c. supervising the activity of directors;
d. proposes the amendment and/or completion of the constitutive act of IFN and submits them to the approval of the decision of the general meeting of shareholders;
e. proves, 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 by which it acquires goods, alienates, rents, exchanges or constitutes 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 financial year following financial audit;
h. approve the organizational structure of the IFN and the territorial units, the number of positions and the salary system, respecting 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 IFN’s affiliation 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. approves 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 the heads of the 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 offices, 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. approves 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.

III. Obligations and responsibilities

The President/Vice President/Members of the Board of Administration

III.1. The President of the Board of Administration has the following duties:

a) convenes the board of directors, sets the agenda, presides over the meeting and ensures that the members of the board of directors are adequately informed about the items on the agenda;
b) coordinates the activity of the board of directors and reports on this to the shareholder’s representative;
c) oversees the proper functioning of the company’s bodies;
d) fulfills any other duties given in his competence by the law, the constitutive act or decided by the shareholder or the board of directors, according to the law.

III.2. The vice-president of the Administrative Council 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) provide legal guidance to all departments and work points of the company, for the development of their activity under the conditions of the law;
c) check the documents drawn up/signed in accordance with the internal lending procedure;
d) issues legal opinions and offers legal advice on various issues reported by management or subordinate employees;
e) maintains contact with the company’s collaborators; represents the company before the courts and before other institutions;
f) elaborates regulations/drafts of documents used in the lending process;
g) coordinates the employees of the Supervisory Service of Easy Credit 4 All IFN SA;
h) coordinates the company’s legal advisers;
i) approves the decisions on the application of disciplinary sanctions, the termination of employment contracts, employment contracts and the creation of material guarantees for managers, as well as any measures regarding the employment relationships of employees;
j) keeps records of the normative acts and legislation in force and informs the management of the company for the correct application of the legislative changes;
k) prepares various reports requested by the management of the company – the General Meeting of Shareholders and the Board of Directors.
l) Can also fulfill the function of Deputy General Director and the function of Compliance Officer.

III.3. Members of the Board of Administration

a) Exercise the duties according to the Mandate Contract received from the Board of Directors;

b) They have the obligation to exercise their mandate with the prudence and diligence of a good administrator. The administrator does not violate this obligation if, at the time of making a business decision, he is reasonably entitled to consider that he is acting in the interest of the company and based on adequate information. Business decision is any decision to take or not to take certain measures regarding the management of the company.

c) They will execute their mandate with loyalty in the interest of the company.
d) They will take decisions in the exclusive interest of the company and will not take part in the debates or decisions that create a conflict between their personal interests and those of the Company.

e) They will not divulge confidential information and business secrets of the company to which they have access in their capacity as administrators. This obligation also falls to them after the termination of the administrator’s mandate.

f) It ensures the avoidance of a direct or indirect conflict of interest with the Company, and in the event of the appearance of such a conflict, it will abstain from the debates and voting on the respective issues, in accordance with the legal provisions in force.

• Any other professional commitments of the members of the Council, including the position of executive or non-executive member of the council in other companies (excluding company subsidiaries) and non-profit institutions, will be brought to the attention of the Council before the appointment and during the mandate.

• Each member of the Council shall inform the Council of any relationship with a shareholder who directly or indirectly holds shares representing no less than 5% of the total number of voting rights. This obligation includes any kind of connection that may affect the position of the respective member on aspects related to the Council’s decisions.

• The remuneration of the members of the Board of Directors is established by the General Shareholders’ Meeting.

IV. Functioning of the Board of Administration

IV.1. The Board of Directors meets at least quarterly, at the company headquarters, or whenever necessary, at the call of the president or at the motivated request of at least 2 of its members or at the request of the general manager.

IV.2. At the meetings of the Board of Directors, if the issues on the agenda require it, the general manager, the deputy general manager, the staff with management positions, the internal auditors, or any other employee of the company can be summoned.

IV.3. Participation in the meetings of the Board of Directors can also take place through means of remote communication (videoconference, teleconference, e-mail, zoom, etc.), provided that they ensure the identification of the participants, the effective participation of the administrators in the board meeting and the retransmission of the deliberations continuously. In exceptional cases, justified by the urgency of the situation and the interest of the company, the decisions of the Board of Directors can be taken by the unanimous vote expressed in writing by the members, without the need for a meeting of the board.

IV.4. The Board of Directors is chaired by the President. If he cannot or is forbidden to participate in the vote, the Board of Directors will be chaired by the Vice-President and if he too cannot or is forbidden to participate in the vote, the other members of the Board of Directors will elect a chairman of the meeting, having the same rights as the president in office.

IV.5. In the event that the position of President of the Board of Directors is vacant, the interim position will be taken over by the Vice-President and if he cannot temporarily take over the position, the Board of Directors of Easy Credit will choose, from among its members, a President of the Board, until the appointment, by the General Meeting of Shareholders, of a president of the Board of Directors. The interim president elected from among the other members of the Board of Directors will not benefit from additional remuneration during the exercise of this capacity, unless the General Meeting of Shareholders orders otherwise.

IV.6. For the validity of the decisions of the Board of Directors, the presence of at least 3 members is necessary, and the decisions are taken by the majority of the members present. In case of equality of votes, the proposal submitted to the vote is considered rejected.

IV.7. The Board of Directors issues after each meeting the document called „Decision of the Board of Directors”, with the signature of all members present. All the decisions of the board of directors are numbered chronologically and are recorded in an electronic register, kept for each calendar year.

IV.8. The decisions of the Board of Directors are implemented by the executive management.

V. Reporting obligations

The Board of Directors draws up an annual report on the activity carried out.

The administrators’ report on the annual financial statements drawn up for the completed year will be drawn up in accordance with art. 225 and art. 226 of Order no. 6 of 17.07.2015 for the approval of the Accounting Regulations in accordance with the European directives, published in the Official Gazette of Romania no. 540/20.07.2015 and will be approved by the Board of Directors / subject to the approval of the General Assembly.
The report will be drawn up at the beginning of each year for the previous year.

VI. Final provisions

a) This Regulation will enter into force after its approval by the Board of Directors and may be modified by its decision at any time.

b) These Regulations are completed with the procedures and internal policies approved by the Board of Directors, as well as with the applicable legal provisions in force.

c) In case of conflict between the stipulations of the Regulation and/or the stipulations of the Constitutive Act and/or any natio