MERGER PROJECT SOCEP S.A.

fuses by absorption with

CASA DE EXPEDIȚII ”PHOENIX” S.A.

A. Form, name and registered office of the companies involved in the merger

ABSORBENT

SOCEP S.A.

Nr. of registration ORC J 13/643/1991

Tax code: RO 1870767

Headquarters: Port Nou, Dana no. 34, Constanța

Phone: 0241 602 242

Locations: Port Constanța precinct

The main activity object of the company is the following CAEN code: 5224

- HANDLING - main activity.

The company also carries out secondary activities.

The company functions as a joint stock company based on Law no. 31/1990

and is listed on the Bucharest Stock Exchange.

The share capital of the company:

The situation of the share capital is as follows:

Share capital value 34.342.574,40 LEI

Share value 0,1 LEI

Number of shares 343.425.744 pieces

Shareholding structure according to the register of shareholders provided

by Depozitarul Central S.A. as of December 31st 2018 is the following:

Shareholders Number of

shares

Value of share

capital – LEI-

Percent

%

GRUPUL DD S.A. 111.179.494 11.117.949,4 32,3737

S.C. CELCO S.A. 84.629.468 8.462.946,8 24,6427

SAMARA STERE 39.798.742 3.979.874,2 11,5887

DUSU NICULAE 10.906.666 1.090.666,6 3,1758

DUSU ION 1.382.853 138.285,3 0,4026

OTHER SHAREHOLDERS natural and legal 95.528.521 9.552.852,1 27,8165

TOTAL 343.425.744 34.342.574,4 100

Current activity object:

The main activity of the company is the manipulation.

ABSORBED

CASA DE EXPEDITII "PHOENIX" S.A.

Nr. registration with the ORC: J13 / 703/1991

Tax code: RO 1878000

Headquarters: INCINTA PORT CONSTANȚA, Constanța county

Phone: 0241 619312

Locations: in the INCINTA PORT CONSTANȚA

The company was established in accordance with Law 31/1990.

The company has as main activity object - CAEN code 5224 - HANDLING.

The company functions as a joint stock company under Law no. 31/1990.

Social capital

The situation of the share capital is as follows:

Share capital value 237.638,20 Lei

Value of shares 0,1 Lei

Number of shares 2.376.382 pieces

The structure of the share capital according to the register of shareholders

provided by Depozitarul Central S.A. as of December 31st 2018 is the following:

Shareholders Number of shares

Value of share

capital – lei -

Percentage

%

DUȘU ION 863.627 86.362,7 36,342094

DUȘU NICULAE 863.626 86.362,6 36,343052

TAPANGEA DECEBAL 562.199 56.219,9 23,657770

OTHER SHAREHOLDERS 86.930 8.693,0 3,658084

TOTAL 2.376.382 237.638,2 100

B. Rationale and conditions of the merger

The merger by absorption was approved in principle in the general meetings of

the shareholders of the respective companies:

- SOCEP S.A., the decision of AGEA no. 1961 / March 05th .2019

- CASA DE EXPEDIȚII ”PHOENIX” S.A, decision of AGEA no. 379 / March 05th .2019

The reference date for the project is December 31st.2018.

The general meetings of the two companies decided that the merger should be

carried out at the assessed value of the action.

C. Conditions for the allocation of shares to the absorbing company

The merger operation was decided to be carried out at the assessed value. The

companies ordered the evaluation of the companies (equity) by the authorized

providers of ASF respectively CMF Consulting Bucharest, for the reference date of the

merger, respectively December 31st .2018 and the merger project contains the merger

balances according to the correction made by the evaluation of the companies on

December 31st .2018. The financial statements of the companies subject to this merger

project are subject to audit. The auditor's opinion is unqualified.

The balances, thus prepared at the assessed value, for the merger, can be

found in annexes 1 and 2.

D. The manner of delivering the shares on the date from which they are entitled

to dividends

The assets of the absorbed company will be handed over to the absorbent on

the basis of a surrender-receipt protocol, in which the assets and liabilities, which will

be absorbed, will be detailed.

The surrender of the shares will be carried out concurrently with the registration

of the merger at the Trade Register Office, according to the Code of Civil Procedure.

E. Determining the share exchange ratio

(Operations after company evaluation)

1. The situation of the assets assessed on 31.12.2018 for SOCEP S.A.– absorbent:

Value of equity 180.700.000 Lei

The value evaluated action 0,5262 Lei

2. The situation of the patrimony evaluated on December 31st .2018 for the Casa de

Expeditii Phoenix S.A. - absorbed is:

Value of equity 5.560.000 Lei

Value assessed action 2,3397 Lei

Composition of the net assets of the two companies (equity)

lei

Elements of capital SOCEP SA CASA DE EXPEDIȚII

”PHOENIX” SA

Share capital 34.342.574 237.638

Other capitals 146.357.426 5.322.362

TOTAL 180.700.000 5.560.000

Determining the assessed value of the shares:

- SOCEP S.A. - absorbent

Equity 180,700,000 / no. Shares 343,425,744 = 0.5262 LEI / share

- CASA DE EXPEDIȚII PHOENIX S.A - absorbed

Equity 5,560,000 / no. Shares 2,376,382 = 2,3397 LEI / share

Determining the exchange ratio

CASA DE EXPEDIȚII PHOENIX S.A. 2,3397 / 0,5262 = 4.4464

Value lei share CASA DE

EXPEDIȚII

PHOENIX SA

Value lei share

SOCEP S.A Exchange report for

shares CASA DE EXPEDIȚII PHOENIX SA

- Actions to be emitted by absorbent:

Number of shares issued by the absorbent SOCEP S.A. is determined by

applying the exchange ratio to the number of shares existing in the company absorbed

as follows:

For the CASA DE EXPEDIȚII "PHOENIX" S.A.

2.376.382 x 4,4464 = 10.566.345

No. of shares

absorbed

Exchange

report

Shares to be issued

By applying the exchange report to the shares held by each shareholder of the

company "PHOENIX" SHIPPING HOUSE S.A. will result fractions of actions to be

issued by SOCEP S.A. Given that the company "PHOENIX" SHIPPING HOUSE S.A.

holds 71 own shares that will be canceled as well as the provisions of art. 176,

paragraph 1, of the ASF Regulation no. 5/2018 according to which the rounding is

always performed at the lower whole - for each shareholder - the total number of shares

to be issued by SOCEP S.A. for the shareholders of the company "PHOENIX"

SHIPPING HOUSE S.A. will be 10,565,746 shares.

The compensation of the fractions of shares will be realized at a price equal to

the highest value between the nominal value and the average trading value for a period

of 12 months prior to the date on which the extraordinary general meeting of the

shareholders will be convened to approve this merger project.

F. Determination of the share capital and the merger premium at SOCEP

S.A. - absorbent

The merger premium totals: 4,503,425 lei determined as follows:

For the "PHOENIX" SHIPPING HOUSE S.A. absorbed the share capital that will

be absorbed is:

10,565,746 shares x 0.1 lei par value share = 1,056,575 lei

5.560.000 lei - 1.096.575 lei = 4.503.425 lei

Equity s.c. absorbed Share capital

absorbed

First of the merger

G. Date of financial statements and evaluations of the participating

companies, which were used to determine the terms of the merger

The date established by the EGMS of the two companies for determining the

conditions of the merger is based on the company-share valuations at December 31st

.2018

H. Withdrawal of the shareholders who will not vote for the approval of the

merger project

Shareholders who will not vote in favor of the decision to approve the merger

project will have the right to withdraw from the company in accordance with the

provisions of art. 134 of Law 31/1990.

The price paid by SOCEP S.A. for the actions of those who will exercise their

right of withdrawal will be 0.5262 lei / share, price determined on the basis of an

evaluation report drawn up by CMF CONSULTING S.A. In accordance with Art. 91 of

the law 24/2017.

The assessed value can be found in annex no.3 to the present project.

ASSETS LIABILITIES

Fixed assets 161.283.899 Share capital 35.399.149

Current assets,

of which

62.792.409 Merger premiums 4.503.425

Stocks 938.081 Other capital items 170.625.924

Receivables 16.334.377 Reserves 76.712.259

Available 19.340.777 results -100.980.757

Short-term investments

26.179.174

Liabilities 37.529.633

Regularization accounts 254.127 Provisions 518.323

Advance income 22.479

TOTAL 224.330.435 TOTAL 224.330.345

The merger premium can be distributed on equity elements absorbed at the date of

delivery, based on the protocol.

Following the above the structure of the shareholding in the absorbing company

(SOCEP S.A.) after the merger will be the following:

Structure of the share capital after the merger:

Shares Share

capital

Percentage %

1. GRUPUL DD S.A. 111.179.494 11.117.949,4 31,4073

2. CELCO S.A. 84.629.468 8.462.946,8 23,9072

3. SAMARA STERE 39.798.742 3.979.874,2 11,2428

4. DUȘU NICULAE 14.746.697 1.474.669,7 4,1658

5. DUȘU ION 5.222.879 522.287,9 1,4754

6. TAPANGEA DECEBAL 2.499.761 249.976,1 0,7061

7. OTHER SHAREHOLDERS PERSONAL AND LEGAL PERSONS

95.914.449 9.591.444,9 27,0954

TOTAL 353.991.490 35.399.149 100,00

The assets and liabilities of the absorbed company, as well as all the contracts

in progress, will be delivered on the basis of a delivery protocol concluded between the

absorbed and the absorbed company through legal representatives. The protocol will

contain in detail all the elements of assets and liabilities and all the information

necessary to identify the operations to be carried out after this project and will be in

accordance with the financial statements drawn up at the date of registration with the

ORC of the merger operation.

ABSORBENT ABSORBED

SOCEP SA CASA DE EXPEDITII PHOENIX SA

Members Directorate Members Board of Directors

Managing Director President

Dorinel CAZAC Niculae DUSU

Economic Director, Vice President

Cristian Mihai UDUDEC Ion DUȘU

Commercial Director Member

Ramona PAVLICU Decebal TAPANGEA

Operations director

Gabriel CODET

Director of maintenance and collaborations,

Lucian Ștefan TEODORESCU

Done by

FINEVEX S.R.L

Reorganizing practitioner and liquidation

Ec. Neacşu Eugenia

- Expert accountant –

Appendix 1

SOCEP S.A.

BALANCE SHEET FOR THE FUSION AT THE VALUED VALUE

ON December 31st 2018

- LEI -

SPECIFICATION No.

rd Value evaluated

0 1 2

NON-CORPORATE ASSETS 1 20.761.446

BODY ASSETS 2 94.928.908

FINANCIAL ASSETS 3 42.026.503

ASSETS ASSETS (1+2+3) 4 157.716.857

STOCKS 5 863.563

CLAIMS 6 15.205.514

SHORT-TERM FINANCIAL

INVESTMENTS 7 26.179.174

HOME AND ACCOUNTS IN BANKS,

OTHER VALUES 8 18.137.698

CURRENT ASSETS - TOTAL (5+6+7+8) 9 60.385.949

REGULARIZATION ACCOUNTS 10 170.948

TOTAL ASSETS 11 218.273.754

PAYMENTS TO BE PAID IN A PERIOD

PREVIOUS REGISTERED REVENUE 15 22.479

OWN CAPITAL of which 16 180.700.000

- Share capital 17 34.342.574

- Other capital items 18 170.625.942

- Reserves 19 43.896.953

- Result reported 20 -100.980.757

- Current result 21 12.433.748

- Difference from evaluation 22 20.381.540

TOTAL SHAREHOLDERS 23 180.700.000

The value of the shares as of

December 31st .2018 is:

- The nominal value 0,1 Lei

- The value evaluated action 0,5262 Lei

- Number of shares 343.425.744

- Share value for the merger 0,5262 Lei

ABSORBENT ABSORBED

SOCEP SA PHOENIX SA SHIPPING HOUSE

Members Directorate Members Board of Directors

Managing Director President

Dorinel CAZACU Niculae DUȘU

Economic Director, Vice President

Cristian Mihai UDUDEC Ion DUȘU

Commercial Director Member

Ramona PAVLICU Decebal TAPANGEA

Operations director

Gabriel CODET

Director of maintenance and collaborations,

Lucian Ștefan TEODORESCU

DONE

FINEVEX S.R.L By reorganizing practitioner and liquidation

Ec. Neacşu Eugenia

- Expert accountant -

Annex 2

SHIPPING HOUSE PHOENIX S.A.

BALANCE SHEET FOR THE FUSION AT THE VALUED VALUE

ON December 31st 2018

- LEI -

SPECIFICATION No.

rd Value evaluated

0 1 2

NON-CORPORATE ASSETS 1 1.910.593

BODY ASSETS 2 1.592.840

FINANCIAL ASSETS 3 63.609

ASSETS ASSETS (1+2+3) 4 3.567.042

STOCKS 5 74.518

CLAIMS 6 1.128.863

SHORT-TERM FINANCIAL

INVESTMENTS 7 0

HOME AND ACCOUNTS IN BANKS,

OTHER VALUES 8 1.203.079

CURRENT ASSETS - TOTAL (5+6+7+8) 9 2.406.460

REGULARIZATION ACCOUNTS 10 83.179

TOTAL ASSETS 11 6.056.681

PAYMENTS TO BE PAID IN A PERIOD

- Share value for the merger 2,3397 Lei

ABSORBENT ABSORBED

SOCEP SA PHOENIX SA SHIPPING HOUSE

Members Directorate Members Board of Directors

Managing Director President

Dorinel CAZACU Niculae DUȘU

Economic Director, Vice President

Cristian Mihai UDUDEC Ion DUȘU

Commercial Director Member

Ramona PAVLICU Decebal TAPANGEA

Operations director

Gabriel CODET

Director of maintenance and collaborations,

Lucian Ștefan TEODORESCU

DONE

FINEVEX S.R.L By reorganizing practitioner and liquidation

Ec. Neacşu Eugenia

- Expert accountant -

Annex 3

FINANCIAL STATEMENT BY SOCEP S.A.

FOLLOWING THE FUSION

- LEI -

ELEMENT NAME Assessed

value

FIXED ASSETS

I. NON-CORPORATE ASSETS 22.672.039

II. BODY ASSETS 96.521.748

III. FINANCIAL ASSETS 42.090.112

ASSETS ASSETS - TOTAL 161.283.899

CURRENT ASSETS

I. STOCKS 938.081

II.CREANŢE 16.334.377

III. HOUSE AND ACCOUNTS IN BANKS 19.340.777

IV. SHORT-TERM INVESTMENTS 26.179.174

CURRENT ASSETS –TOTAL 62.792.409

REGULARIZATION ACCOUNTS 254.127

TOTAL ASSETS 224.330.345

BORROWING: AMOUNTS TO BE PAID IN A PERIOD

OF UP TO A YEAR 9.686.025

BORROWING: AMOUNTS TO BE PAID IN LARGER

PERIOD OF A YEAR 27.843.608

ADVANCE REVENUE 22.479

PROVISIONS 518.323

OWN CAPITALS 186.260.000

I. SOCIAL CAPITAL 35.399.149

II. RESULTS -100.980.757

III. FUNCTION PRIME (CAPITAL) 4.503.425

IV.REZERVE 76.712.259

V. OTHER CAPITAL ELEMENTS 170.625.924

TOTAL LIABILITY 224.330.345

- TOTAL 161,283,899

ABSORBENT ABSORBED

SOCEP SA CASA DE EXPEDITII PHOENIX SA

Members Directorate Members Board of Directors

Managing Director President

Dorinel CAZACU Niculae DUȘU

Economic Director, Vice President

Cristian Mihai UDUDEC Ion DUȘU

Commercial Director Member

Ramona PAVLICU Decebal TAPANGEA

Operations director

Gabriel CODET

Director of maintenance and collaborations,

Lucian Ștefan TEODORESCU

DONE

FINEVEX S.R.L By reorganizing practitioner and liquidation

Ec. Neacşu Eugenia

- Expert accountant -

Annex 4

THE LIABILITY OF THE LIABILITIES OF THE COMPANIES WHICH

ARE THE OBJECT OF THE FUSION PROJECT AT THE VALUE

ASSESSED

Liabilities Absorbent SOCEP

SA before taking over

Taken from

absorbed CASA DE

EXPEDIȚII

PHOENIX SA

Absorbent liabilities

SOCEP SA after taking

over

Liabilities over one year 27.810.553 33.055 27.843.608

Debts under one year 9.222.399 463.626 9.686.025

Earnings recorded 22.479 0 22.479

Provisions 518.323 0 518.323

Total equity of which: 180.700.000 5.560.000 186.260.000

Share capital 34.342.574 1.056.575 35.399.149

Other capital items 170.625.942 170.625.942

Reserves 64.278.493 64.278.493

Results -88.547.009 -88.547.009

First Merger 4.503.425 4.503.425

TOTAL LIABILITY 218.273.754 6.056.681 224.330.435

The liabilities of the absorbed company CASA DE EXPEDIȚII PHOENIX SA

are totally taken over by the absorbent SOCEP SA.

ABSORBENT ABSORBED

SOCEP SA PHOENIX SA SHIPPING HOUSE

Members Directorate Members Board of Directors

Managing Director President

Dorinel CAZACU Niculae DUȘU

Economic Director, Vice President

Cristian Mihai UDUDEC Ion DUȘU

Commercial Director Member

Ramona PAVLICU Decebal TAPANGEA

Operations director

Gabriel CODET

Director of maintenance and collaborations,

Lucian Ștefan TEODORESCU

DONE

FINEVEX S.R.L By reorganizing practitioner and liquidation

Ec. Neacşu Eugenia

- Expert accountant -

Annex 5

METHOD OF REMOVING PASSIVES ABSORBED COMPANY SHIPPING

HOUSE PHOENIX S.A.

LIABILITIES EXISTING AT THE DATE OF THE

PROJECT

Debts under 1 year 463.626

Debts over 1 year 33.055

Advance income 0

Equity, of which : 5.560.000

Share capital 237.638

Own shares -213

Results 3.086.142

Reserves 2.236.433

TOTAL , of which: 6.056.681

Taken from absorbent, as follows:

Obligations 496.681

Advance income 0

Capital premium 4.503.425

Share Capital 1.056.575

Share capital canceled 0

ABSORBENT ABSORBED

SOCEP SA PHOENIX SA SHIPPING HOUSE

Members Directorate Members Board of Directors

Managing Director President

Dorinel CAZACU Niculae DUȘU

Economic Director, Vice President

Cristian Mihai UDUDEC Ion DUȘU

Commercial Director Member

Ramona PAVLICU Decebal TAPANGEA

Operations director

Gabriel CODET

Director of maintenance and collaborations,

Lucian Ștefan TEODORESCU

DONE

FINEVEX S.R.L By reorganizing practitioner and liquidation

Ec. Neacşu Eugenia

- Expert accountant -