Special Power Of Attorney Of Representation (Page 2 of 3) in pdf

To extend the mandate of the financial auditor of SC S.A. PRODLACTA

of Cabinet Individual Audit Paun Constantin to audit the annual financial

statements for fiscal year 2016, whose term of office shall be prolonged

for 1 year.

To authorize the

President

to sign with the audit company an

audit agreement for the auditing of SFG’s 2016 business activities.

To authorize

Mr. Vladimir Jardan to carry out all necessary actions for

registration of the decisions of the Ordinary General meeting of

Shareholders and perform all necessary formalities before the competent

authorities, including, but not limited to the trade Register Office, in the

Court of Brasov, the Stock exchange of Bucharest, the Financial

Supervision Authority.

Approval of May 13, 2016 as "registration date" for identifying

shareholders who are affected by the decision of the Assembly from May

12, 2016 „ex date”

Approval of May 18,2016

as "registration date" to identify the

shareholders who are affected by the decision of the Assembly, May

17,2016, ex date

Note: Please indicate your vote by placing an "X" next to one of the "To", "against" or "abstain" Placing an "X" in more than one

option or non-placing an "X" for none of the options will mean that the vote given by proxy is null / not taken into account.

The hereof special power of attorney:

is valid only for OGAS for which it was requested (the only exception being the point 2 below) and representative shall

vote in accordance with instructions

formulated by the shareholder that appointed

him, under the sanction of cancellation

of the vote by the Secretary / ii OGAS session;

The same applies to the second summons of the same EGAS, if the meeting does not meet the legal and statutory first

summons;

It is signed on each page and is dated by the principal shareholder;

It will be completed by principal shareholder for all submitted entries.

Special powers of attorney will be written based on the special power of attorney form issued by the Company,

completed, signed and stamped, if applicable, duly in three original copies (one for the shareholder, one for

representative and one for the Company).

The original special

power of attorney

for the Company for OGAS in

Romanian or English, together with a copy of the identity document of the shareholder (in the case of individuals, ID/ID,

respectively, in the case of legal entities, the identity/ID/legal representative is included in the list of shareholders of the

Company made by the Central Depository S. A.), will be submitted to the registered office of the company, in a sealed

envelope with a clearly written statement in capital letters: " FOR ORDINARY GENERAL ASSEMBLY

SHAREHOLDERS DATED APRIL 28/29, 2016 at least 48 hours before the date of OGAS, respectively, until April 26,

2016 at 10: 00 for OGAS, under penalty of losing their exercise of voting rights in the OGAS.

The special

powers of attorney,

together with a copy of ID of the shareholder, may be sent by e-mail with

electronic signature in compliance with Law no. 455/2001 regarding electronic signature, 48 hours before OGAS

respectively until April 26, 2016 at 10.00 to: office@prodlacta.ro, noting for "subject": "FOR THE ORDINARY

GENERAL ASSEMBLY OF SHAREHOLDERS DATED April 28 / 29, 2016".

A shareholder may also appoint by special power of attorney one or more alternate representatives to represent

him at the OGAS, if the representative appointed by power of attorney is unable to fulfill his mandate. If by power of

attorney there are more representatives alternates, the order in which they will exercise their mandate will be determined.

the date fixed for OGAS, at the entrance of the meeting hall of the General Assembly, the appointed representative of

a shareholder shall hand in the representative of the Society the original special power of attorney, if it was sent by e-

mail with electronic signature and a copy of the identity document of the representative appointed (ID/ID).

Shareholders may be represented by a representative designated under OGAS ("Trustee") who has been granted

a general power of attorney.

The general proxy is granted for a period not exceeding 3 years, which allows Express representative, to vote on

all issues within the discussion of General meetings of shareholders of the Company, including regulations, provided that

general power of attorney: (i) to be given by the shareholder, as a customer, to an intermediary as defined in capital

Market Law no. 297/2004 or to a lawyer and (ii) in the general power of attorney should be mentioned the quality of

intermediate trustee or lawyer. The trustee cannot be substituted by another person. However, if the agent is a legal

Special Power Of Attorney Of Representation Page 2

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