CURRENT REPORT under Regulation C.N.V.M. No. 1 / 2006 on issuers and securities operations Report date: Name of Issuer: RETRASIB S.A.

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1 To, Bucharest Stock Exchange Financial Supervisory Authority CURRENT REPORT under Regulation C.N.V.M. No. 1 / 2006 on issuers and securities operations Report date: Name of Issuer: RETRASIB S.A. Social headquarters: Sibiu, 156 Stefan cel Mare Str., Sibiu County Tel / fax: 0269/253269; 0269/ Nr. and date of registration with the Trade Registry: J32/16/1993 C.U.I: RO Subscribed and paid up capital: 10,001, lei Regulated market where the issued securities of RETRASIB S.A. are traded, is the Bucharest Stock Exchange symbol RTRA. LEI Code: TX0YD26GV5QE65 Important event to report: Stage of compliance with the Corporate Governance Code of the Bucharest Stock Exchange. RETRASIB SA (hereinafter "RETRASIB" or the "Company") has joined the Corporate Governance Code ("CGC") issued by the Bucharest Stock Exchange (BVB) in Since the date of accession, RETRASIB SA presented details of the principles and recommendations set forth in the GCC "Apply or Explain annual reports. In order to increase the confidence of participants in the securities market and their own competitiveness, the Company has implemented progressive principles of corporate to meet the requirements of CGC. Following the adoption in September 2015 of the new Code of Corporate Governance (the "Code") of the BSE, RETRASIB is involved in the analysis of the new Code, the degree of compliance of the Company to, at the end of 2017, is presented in Annex. The Company complies with most of the Code, exceptions will be analysed and solved according to the specific Company and subsequently reported to the stock market. Annex: Status of compliance with the new Code of Governance BSE 31 December 2017 CEO, Reiner Thalacker Headquarters: RO Sibiu Stefan cel Mare street No. 156 office@retrasib.ro Phone +40 (0) , +40 (0) Fax +40 (0) VAT No.: RO Trade Registry No.: J32/16/93 Bank details: Banca Transilvania Sibiu, IBAN: RO84 BTRL L438 30XX

2 Nr. crt. provisions of the code Respect A.1 All companies must have internal rules of the Council which includes terms of reference / responsibilities of the Board and key management functions of the company, which applies, inter alia, the General Principles in Section A. A.2 Provisions for managing conflicts of interest should be included in the Council Regulation. However, the Board must notify the Board of any conflicts of interest that have arisen or may arise and refrain from participating in discussions (including by default, unless that failure would prevent the formation of quorum) and vote to adopt a decision on the matter giving rise to this conflict of interest. A.3 The Board of Directors or Supervisory Board shall be composed of at least five members. A.4 The majority of Board members must have no executive function. At least one member of the Board or the Supervisory Board must be independent of the companies in the Standard category. For companies in the premium category, no more than two non-executive members of the Board or the Supervisory Board should be independent. Each independent member of the Board or the Supervisory Board, as appropriate, shall submit a declaration at the time of his nomination for election or re-election and when there is any change in his status, indicating the elements on which it is considered that it is independent in terms of its character and judgment. A.5 Other commitments and professional obligations of a relatively permanent member of the Council, including executives and non-executive on the Board of companies and non-profit institutions, shareholders and potential investors should be disclosed before the nomination and during his term. Not comply / partially complies PARTIALLY The reason for non-compliance In case there are any, these are outlined in the CV-s. New CVs are going to be requested. 1

3 A6 Any member of the Council must provide information on any relation to a shareholder who directly or indirectly hold shares representing more than 5% of all voting rights. This also applies to any report which may affect the member's position on matters decided by the Council. A.7 The company must appoint a secretary of the Board responsible for supporting the work of the Council. A.8 Corporate governance statement will inform you if there was an evaluation of the Council under the President or the committee nomination and, if so, will summarize the key measures and changes resulting from it. The company must have a policy / guidance on the assessment of the Council including the purpose, criteria and frequency of the evaluation process. A.9 Corporate governance statement must contain information regarding the number of Board meetings and committees over the past year, the participation of managers (in person and in absentia) and a report of the Council and committees on their activities. A.10 Corporate governance statement must include information on the exact number of independent members of the Board of Directors or Supervisory Board. A.11 Premium Category societies Council should establish a nomination committee consisting of non-executive members, who will lead the nominations procedure for new members of the Council and make recommendations to the Council. Most members of the Nomination Committee shall be independent. During 2017, members of the Board of Directors adopted nine (9) decisions by teleconference and two (2) decisions at the company's headquarters. After a session convened at the company's headquarters, no Resolution was adopted. Nine of the Resolutions were adopted with most of the votes of the Council members (5 of 5) and at two of the sessions, resolutions were adopted by most of the votes of the present members (4 out of 5). The company is in Standard category. 2

4 B.1 The board should establish an audit committee in which at least one member must be independent nonexecutive director. B.2 Chairman of the audit committee should be independent non-executive member. B.3 Within its responsibilities, the audit committee should conduct an annual evaluation of the internal control system. B.4 The assessment should consider the effectiveness and scope of the internal audit function, the adequacy of reporting risk management and internal control submitted by the audit committee of the Board, timeliness and effectiveness of the executive resolve deficiencies or weaknesses identified during the inspection domestic and presentation of relevant reports to the Board. B.5 The audit committee must assess conflicts of interest in connection with transactions of the company and its subsidiaries with related parties. B6 The audit committee should evaluate the effectiveness of the internal control and risk management system. B.7 The Audit Committee shall monitor the application of legal standards and generally accepted internal audit standards. The Audit Committee shall receive and assess reports of the internal audit team. B.8 Whenever Code mentions reports or analyzes initiated by the Audit Committee, they must be followed by periodic reports (at least annually) or ad hoc Council to be submitted later. B.9 Any shareholder may be given preferential treatment over other shareholders in connection with the transactions and agreements concluded by the company with shareholders and their affiliates. B.10 Council should adopt a policy to ensure that any transaction the company with any of the companies with which it has close relations whose value is equal 3

5 to or greater than 5% of the net assets of the company (according to the latest financial report) is approved Council following a binding opinions to the audit committee of the Board and disclosed correctly shareholders and potential investors, to the extent that such transactions fall within the category of events subject to reporting requirements. B.11 Internal audits should be conducted by a separate structural division (internal auditing) of the company or by hiring an independent third party entity. B.12 In order to ensure the fulfillment of the main functions of the internal audit department, it should report functionally to the Council through the audit committee. For administrative purposes and PSO management to monitor and reduce risks, it must report directly to the Director General. C.1 The company must publish on its website the remuneration policy and to include a statement in the annual report on the implementation of the remuneration policy during the annual period under analysis. We don t have an audit committee. The remuneration policy must be formulated in accordance with the GCC. Remuneration policy should be formulated so as to allow shareholders understanding of the principles and arguments underlying the remuneration of Board members and the CEO, and the Executive Board in the dual system. It should describe how to run the process and making decisions regarding remuneration, detailing components of the remuneration of the executive management (such as salary, annual bonus, long-term incentives linked to shareholder value, benefits in kind, pension and others) and describe purpose, principles and assumptions underlying each component (including the general performance criteria for each form of variable remuneration). In addition, the remuneration policy should specify the length of the contract Executive Director and the period of notice 4

6 stipulated in the contract, and any compensation for unjust dismissal. The report on remuneration must submit implementation of the remuneration policy for persons identified in remuneration policy during the annual period under analysis. Any significant change occurred in the remuneration policy to be timely published on the website of the company. D.1 The company must hold an Investor Relations service - giving the public the person / persons responsible or organizational unit. In addition to the information required by the law, the company must include on its website a section dedicated to investor relations in Romanian and English, with all relevant information of interest to investors, including: D.1.1 The main corporate regulation: the memorandum, procedures for general meetings of shareholders; D.1.2 Professional resumes of the management members of the company, other professional commitments of Board members, including executives and nonexecutive directors to the boards of companies or nonprofit institutions; D.1.3 Current reports and periodic reports (quarterly and annual) - at least those specified in paragraph D.8 - including current reports with detailed information on non-compliance with this Code; D.1.4 Information on shareholders meetings: agenda and informational materials; procedure for election of Board members; arguments supporting nominations for election to the Council, together with their professional CVs; Shareholders with questions about items on the agenda and responses from the company, including decisions adopted; New resumes wil be requested. 5

7 D.1.5 D.1.6 Information on corporate events such as payment of dividends and other distributions to shareholders, or other events that lead to the acquisition or limitation of rights of a shareholder, including the deadlines and principles for such operations. The information will be published within a period to allow investors to take investment decisions; Name and contact details of someone who can provide, upon request, relevant information; D.1.7 Company presentations (eg., Investor presentations, quarterly results presentations etc.), financial statements (quarterly, half-yearly, annual) audit reports and annual reports. D.2 The company will have an annual dividend distribution policy or other benefits to shareholders, as proposed by the CEO or the Executive Board and adopted by the Council, as a set of guidelines that the company intends to follow on the distribution of net profits. Policy Principles annual distribution to shareholders will be published on the website of the company. D.3 The company will adopt a policy regarding forecasts, whether they are made public or not. Projections refers to findings quantified studies aimed at determining the overall impact of a number of factors relating to a future period (so called hypotheses) by its nature, this projection has a high level of uncertainty, actual results may differ significantly from forecasts initially presented. Policy expectations will determine the frequency and content of the period covered by the forecast. If published, the forecast can only be included in the annual, biannual or quarterly. Policy forecasts will be published on the website of the company. D.4 Rules of the general meeting of shareholders shall not restrict the participation of shareholders in general meetings and exercise their rights. Changes in the Measures will be taken in accordance with the GCC. The distribution of dividends and other benefits shall be governed by the Constitutive Act /Articles of Incorporation and shall be carried out by the general meeting of the Associations in accordance with the laws in force. Measures will be taken in accordance with the GCC. 6

8 rules come into force at the earliest, from the next shareholders' meeting. D.5 The external auditors will attend the general meeting of shareholders when their reports are discussed at these meetings. D.6 Council will present the annual general meeting of shareholders a brief appraisal of internal control systems and management of significant risks and opinions on issues subject to the decision of the General Assembly. D.7 Any specialist, consultant, expert or financial analyst may attend the shareholders' meeting based on a prior invitation from the Council. Accredited journalists may also participate in the general meeting of shareholders, unless the President of the Council decides to the contrary. D.8 Financial reports quarterly and half will include information both in Romanian and in English on the key factors that influence changes in the level of sales, EBIT, net profit and other financial indicators relevant both from one quarter to another, and from year to year. D.9 A company will hold at least two meetings / conference calls with analysts and investors every year. Information presented on these occasions will be published in the Investor Relations section of the website of the company at the time of meetings / teleconferences. D.10 If a company maintains various forms of artistic expression and cultural, sporting, educational or scientific and considers their impact on the innovative nature and competitiveness of society are part of the mission and its development strategy, will publish policy on the work in this area. Measures will be taken in accordance with the GCC. The Company organized meetings but no other Company was presented. Currently, there is no support, and there are no plans to support such activities. 7