2026 Annual General Meeting (AGM)

American Chamber of Commerce in Romania

(AmCham Romania)

ANNUAL GENERAL MEETING CALLING NOTICE

March 26, 2026

Venue: InterContinental Athénée Palace Hotel Bucharest, Le Diplomate Ballroom

 

ESTEEMED MEMBERS OF THE AMERICAN CHAMBER OF COMMERCE IN ROMANIA:

On behalf of the AmCham Romania Board of Directors and in line with the AmCham Romania Statutes, I am pleased to announce that the 2026 ANNUAL GENERAL MEETING OF THE ASSOCIATION (AGM) will take place on March 26, 2026, in-person, at the InterContinental Athénée Palace Hotel Bucharest, Le Diplomate Ballroom.

During the AGM, the AmCham Romania Board of Directors will present the activity & financial reports for the past year and propose for your approval the 2026 objectives and budget.

The AGM also concludes the election process for the Board of Directors and the Auditing Committee.

This AGM Calling Notice opens the nomination period for the 7 (seven) seats in the Board of Directors and 3 (three) seats in the Auditing Committee.

I. Annual General Meeting – date, time & agenda

The first call of the AGM is set for 16:30 (EET) on March 26, 2026, at the announced event venue.

In case the required statutory quorum of attendance of the registered members is not met (50%+1), the second call of the AGM is set for 17:00 (EET) on March 26, 2026, at the same event venue.

The topics on this year’s AGM agenda are the following:

(i) Approval of AmCham’s activity report for year 2025 and objectives for year 2026;

(ii) Approval of the financial reports for 2025;

(iii) Approval of AmCham’s budget for year 2026;

(iv) Presentation of Auditing Committee Report;

(v) Election of 7 (seven) members of the Board of Directors; and

(vi) Election of 3 (three) members of the Auditing Committee.

All related materials regarding the topics of the AGM agenda, including the voting ballot and the full 2025 Activity Report, will be shared to all members, in digital format, within the following Calling Notices.

II. Elections of the Board of Directors and Auditing Committee – Nomination Procedure & Deadline

In accordance with Art. 35 (2) (a) of the AmCham Romania Statues, 7 (seven) positions in the AmCham Board of Directors and 3 (three) Auditing Committee positions are open for elections. Following the conclusion of the AGM, in accordance with Art. 33 (2) of the Statutes, the Board of Directors will convene to appoint the: President, two Vice-Presidents and Treasurer.

The 7 (seven) candidates to be elected in 2026 will join the following 6 (six) members of the Board of Directors, elected in March 2025, who are halfway through their two-year statutory mandate.

1. Vlad Boeriu – Deloitte Romania & Moldova
2. Cerasela Baiculescu – IBM Romania & Moldova
3. Nicoleta Forfotă - Citibank
4. Elisabeta Moraru – Google – Romania, Bulgaria, Hungary and Moldova
5. Daniela Nemoianu- Nemoianu Consulting Tax & Law
6. Ionuț Sas - UiPath

Please be advised that, according to the AmCham Statutes, Section III, Art. 33 (1) and Art. 35 (2), letter (c), (d):

• The minimum number of seats occupied by companies of U.S. origin shall be of 7 (seven) as required by Statutes. If, as a result of the casting of the members' votes, the mandatory threshold of 7 (seven) member companies of U.S. origin out of the total of 13 members of the Board of Directors is not reached, the candidates of U.S. origin, as the case may be, who received the highest number of votes shall automatically become members of the Board of Directors until the mandatory threshold is reached at the expense of any candidates in any other category who have been elected in the latest positions. The application of positive discrimination does not interfere with the positive discrimination for Business category companies.

In accordance with the provisions of the AmCham Romania Statutes  Art.  33 (4) letters (a), (b), (c), (d), (e) the natural persons representing a legal entity envisaging election to the AmCham Romania Board of Directors shall have to cumulatively meet the following eligibility criteria:

1. to hold a position within one of the main management structures or overseeing bodies from the legal entity elected to the Board of Directors according to paragraph (3) here above, including, but not limited to, the position of Chief Executive Officer (CEO), member in the Supervisory Board or the Board of Directors, respectively other similar positions on the management bodies of the aforementioned legal person;
2. to have continuously carried out his/her activities in Romania for at least 6 months (this situation shall only be probated with presenting a photocopy of relevant documents issued by the Romanian authorities in this sense) prior to duly submitting the candidature in observance with the provisions of the hereto Statutes;
3. to show integrity, professional and personal ethics;
4. not to be politically exposed. For the purpose of these Statutes, the term "politically exposed" shall refer to any natural person who holds permanently or ad interim any honorary or statutory positions in any political party or political organization, regardless of the country of origin, who is a candidate nominated by a political party or alliance in statutory elections that take place on the territory of Romania or of the Member States of the European Union, who is a significant donor of a political party, or who holds a formal position in the State Apparatus of Romania or in the apparatus of any Member State of the European Union or in the supra-state bodies of the European Union. This term shall also apply to those who are prominently involved in electoral campaigns, public relations campaigns, or in the elaboration of strategies for political parties or political candidates.
5. not to hold a statutory or executive position in associations or local organizations that have similar purposes to those of the Association.

The conditions stipulated in art. 33 (4) letters (c), (d) shall apply mutatis mutandis to candidates that are legal entities.

When the candidate is not the CEO of the member company, a special power of attorney from the CEO/legally entitled person is required in the format attached to this calling notice.

Please note that the deadline for submitting your Elections Nomination Form is on Friday, February 20, 2026– 19:00 hours EET (Bucharest time) - see the attached Nomination Form for the BOARD OF DIRECTORS and Nomination Form for the AUDITING COMMITTEE.

For further details, please contact AmCham Romania at amcham@amcham.ro / 0748 113 665 or the AmCham Executive Director Letiția Pupăzeanu at lpupazeanu@amcham.ro / 0748 113 936.

Valid nominations must be submitted via email to nominations@amcham.ro  before the February 20, 2026, 19:00 EET deadline, and must consist of:

• Filled-in nomination form and signed by the candidate (see attached);
• A brief biographical description of the candidate (English, maximum 100 words);
• Photo (portrait) of the candidate and logo of the company (where applicable);
• Template for the special power of attorney to be granted when the candidate is not the company CEO.

The information included in the nomination package will be used to present the candidates to AmCham members via AmCham communication channels and social media. Please refer to the attachments for details regarding the submission of your nomination.

Please note that in the spirit of fairness towards all nominees, the February 20, 2026 – 19:00 EET deadline is firm and will not be extended.  According to the AmCham Romania Statutes, nominations from the floor during the AGM cannot be requested or received. Thus, companies intending to nominate candidates to run for a position in the AmCham Board of Directors or Auditing Committee will follow the procedure described above.

In accordance with the Statutes and Operating Procedures, a Nomination Committee consisting of AmCham members appointed by the Board of Directors will review and validate the nominations received within the provided deadline to ensure that all required information is accurately provided and all eligibility criteria are met.

III. Voting Procedure

After February 20, 2026 all members will be informed by e-mail and on the AmCham website regarding the candidates validated by the Nomination Committee and more information on the voting procedure will be provided. The results of elections for the new members of the Board of Directors and Auditing Committee will be announced at the AGM on March 26, 2026.

On behalf of the Board of Directors, I would like to thank you for your support to AmCham Romania’s activity throughout 2025 and invite you to continue our partnership going forward.

Join the 2026 AGM to get an overview of our work and impact in the past year and connect with the activity objectives and key initiatives for this year! 

Registrations are open here. 

The special guests of the session to follow the AGM will be announced in the upcoming AGM communication!

Sincerely,

VLAD BOERIU

President of the Board of Directors

American Chamber of Commerce in Romania