26 Apr 2017 08:12
In compliance with Law no. 24/2017 on issuers of financial instruments and market operations and National Securities Commission Regulation no. 1/2006 on issuers and operations with securities
Date of report: April 26, 2017
Name of issuer: OMV Petrom S.A.
Headquarters: Bucharest, Coralilor nr. 22, sector 1
Telephone/fax number: +40 372 160697/ +40 372 868518
Sole registration number at the Trade Register Office: 1590082
Fiscal attribute: R
Trade Register Number: J 40/8302/1997
Share capital: 5,664,410,833.5 RON
Regulated market on which the issued shares are traded: Bucharest Stock Exchange, London Stock Exchange
Significant events to be reported:
RESOLUTIONS of the Ordinary General Meeting of Shareholders dated
April 25, 2017
Resolution no. 1
of the Ordinary General Meeting of Shareholders
of OMV Petrom S.A. of
25 April 2017
The Ordinary General Meeting of Shareholders of OMV PETROM S.A., a company managed in a two-tier system, incorporated and functioning under the laws of Romania, registered with the Trade Registry Office of Bucharest Court under number J40/8302/1997, fiscal code 1590082, having its headquarters at 22 Coralilor Street, Sector 1, Bucharest ("Petrom City"), with a subscribed and paid share capital of RON 5,664,410,833.50 divided in 56,644,108,335 common, nominative shares having a face value of RON 0.1 each (hereinafter referred to as "OMV Petrom" or the "Company"), held on 25 April 2017, starting with 15:00 o'clock (Romanian time), at "JW Marriott" Hotel, "Constanta" Room, 90 Calea 13 Septembrie Street, District 5, Bucharest, Romania, at the first convening (hereinafter referred to as the "OGMS"),
Considering:
· The convening notice of the OGSM published in the Official Gazette of Romania, Part IV, no. 983 of 24 March 2017 and in the following widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 24 March 2017,
· OMV Petrom's Articles of Association in force as of 23 May 2011 (the "Articles of Association"),
· Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations ("Companies' Law"),
· Law no. 297/2004 on capital markets, with its subsequent amendments and supplementations ("Capital Markets Law"),
· Law no. 24/2017 on issuers of financial instruments and market operations ("Issuers' Law") that entered into force at 1 April 2017,
· National Securities Commission Regulation no. 1/2006 on issuers and operations with securities, with its subsequent amendments and supplementations ("Regulation no. 1/2006"),
· National Securities Commission Regulation no. 6/2009 on exercising certain rights of shareholders within general meetings of companies, with its subsequent amendments and supplementations ("Regulation no. 6/2009"),
· Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts ("Regulation no. 4/2013"),
Hereby decides upon items on the agenda OGMS no. 1, 2, 3, 5, 6, 10 and 12, as follows:
Item 1. In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 88.80582% of the share capital and 99.99999% of the casted votes, approves the separate financial statements of OMV Petrom for the financial year ended on 31 December 2016 prepared in accordance with International Financial Reporting Standards (IFRS), as stipulated into Ministry of Finance Order no. 2844/2016, based on the Independent Auditor's Report, the Report of the Executive Board and the Report of the Supervisory Board for the 2016 financial year.
Item 2. In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 88.80582% of the share capital and 99.99999% of the casted votes, approves the consolidated financial statements of OMV Petrom for the financial year ended on 31 December 2016, prepared in accordance with IFRS, as endorsed by the European Union, based on the Independent Auditor's Report, the Report of the Executive Board and the Report of the Supervisory Board for the 2016 financial year.
Item 3. In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 88.80582% of the share capital and 99.99999% of the casted votes, approves the Annual Report which also includes the Report of the Executive Board and the Report of the Supervisory Board for the 2016 financial year.
Item 5. In the presence of the shareholders representing 88.81482% of the share capital and 88.81514% of the total voting rights, with the affirmative votes of the shareholders representing 88.81482% of the share capital and 100% of the casted votes, approves the 2017 Income and Expenditure Budget of OMV Petrom.
Item 6. In the presence of the shareholders representing 88.81482% of the share capital and 88.81514% of the total voting rights, with the affirmative votes of the shareholders representing 88.80580% of the share capital and 99.99999% of the casted votes, approves the discharge of liability of the members of the Executive Board and of the members of the Supervisory Board for the 2016 financial year.
Item 10. In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 88.81479% of the share capital and 99.99993% of the casted votes, approves, in accordance with article 1292 of the Regulation no. 1/2006, of 23 May 2017 as Registration Date for identifying the shareholders upon which the resolutions of the OGSM will take effect as per article 86, para. (1) of Issuers' Law (former article 238, para. (1) of Capital Markets Law) and of 22 May 2017 as Ex-Date, computed in accordance with article 2, letter f) of Regulation no. 6/2009.
Item 12. In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 88.81485% of the share capital and 100% of the casted votes, approves the empowerment, individually, each of Ms. Mariana Gheorghe, President of Executive Board and Chief Executive Officer and Mr. Andreas Matje, member of the Executive Board and Chief Financial Officer, to sign in the name of the shareholders the OGMS resolutions and to perform any act or formality required by law for the registration of the OGMS resolutions. Each of Ms. Mariana Gheorghe and Mr. Andreas Matje may delegate all or part of the above mentioned powers to any competent person(s) to perform such mandate.
This resolution is signed today, 25 April 2017, in Bucharest, in 3 original counterparts.
Mariana Gheorghe
Chief Executive Officer
President of the Executive Board
Resolution no. 2
of the Ordinary General Meeting of Shareholders
of OMV Petrom S.A. of
25 April 2017
The Ordinary General Meeting of Shareholders of OMV PETROM S.A., a company managed in a two-tier system, incorporated and functioning under the laws of Romania, registered with the Trade Registry Office of Bucharest Court under number J40/8302/1997, fiscal code 1590082, having its headquarters at 22 Coralilor Street, Sector 1, Bucharest ("Petrom City"), with a subscribed and paid share capital of RON 5,664,410,833.50 divided in 56,644,108,335 common, nominative shares having a face value of RON 0.1 each (hereinafter referred to as "OMV Petrom" or the "Company"), held on 25 April 2017, starting with 15:00 o'clock (Romanian time), at "JW Marriott" Hotel, "Constanta" Room, 90 Calea 13 Septembrie Street, District 5, Bucharest, Romania, at the first convening (hereinafter referred to as the "OGMS"),
Considering:
· The convening notice of the OGSM published in the Official Gazette of Romania, Part IV, no. 983 of 24 March 2017 and in the following widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 24 March 2017,
· OMV Petrom's Articles of Association in force as of 23 May 2011 (the "Articles of Association"),
· Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations ("Companies' Law"),
· Law no. 297/2004 on capital markets, with its subsequent amendments and supplementations ("Capital Markets Law"),
· Law no. 24/2017 on issuers of financial instruments and market operations ("Issuers' Law") that entered into force at 1 April 2017,
· National Securities Commission Regulation no. 1/2006 on issuers and operations with securities, with its subsequent amendments and supplementations ("Regulation no. 1/2006"),
· National Securities Commission Regulation no. 6/2009 on exercising certain rights of shareholders within general meetings of companies, with its subsequent amendments and supplementations ("Regulation no. 6/2009"),
· Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts ("Regulation no. 4/2013"),
Hereby decides upon items on the agenda OGMS no. 4, 10, 11 and 12, as follows:
Item 4. a) In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 88.81422% of the share capital and 99.99990% of the casted votes, approves the Executive Board's proposal regarding the allocation of the profits, determined according to the law, for the financial year ended December 31, 2016, as follows:
(i) to reserves from fiscal facilities (reinvested profit) an amount of RON 66,688,881.67
(ii) distribution of dividends with a gross value amounting to RON 0.015 per share; the payment of dividends is to be made in RON to OMV Petrom's shareholders, registered with the shareholders registry kept by Depozitarul Central S.A., on the Registration Date established by this OGMS, starting with the Payment Date established by this OGMS; the net dividend and related tax on dividend is to be determined using the following computation method: the gross dividend corresponding to each shareholder will be computed by multiplying the number of shares held at the Registration Date by the respective shareholder with the gross dividend per share; the resulting amount will be then rounded down to two decimals according to the Code of Depozitarul Central S.A., as amended and supplemented by Decision of the Financial Supervisory Authority no. 150/01.02.2017; afterwards, the tax on dividend will be computed by applying the relevant tax rate to gross dividends already rounded down to two decimals; the amount of the net dividend to be paid will represent the difference between the gross dividend rounded down to two decimals and the amount of the related tax on dividends rounded up/down according to the legal provisions.
Item 4. b) In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 88.81430% of the share capital and 100% of the casted votes, approves, in line with the capital market legislation requirements for the payment of dividends, that the payment of the dividends is made through Depozitarul Central S.A. (i) via the participants in the clearing-settlement and registry system and, where appropriate, (ii) via the payment agent BRD Groupe Societe Generale S.A.
Item 10. In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 88.81479% of the share capital and 99.99993% of the casted votes, approves, in accordance with article 1292 of the Regulation no. 1/2006, of 23 May 2017 as Registration Date for identifying the shareholders upon which the resolutions of the OGSM will take effect as per article 86, para. (1) of Issuers' Law (former article 238, para. (1) of Capital Markets Law) and of 22 May 2017 as Ex-Date, computed in accordance with article 2, letter f) of Regulation no. 6/2009.
Item 11. In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 88.81479% of the share capital and 99.99993% of the casted votes, approves, in accordance with Article 2 letter g) of Regulation no. 6/2009 and Article 1293 of Regulation no. 1/2006 of 12 June 2017 as Payment Date for payment of dividends for 2016 financial year.
Item 12. In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 88.81485% of the share capital and 100% of the casted votes, approves the empowerment, individually, each of Ms. Mariana Gheorghe, President of Executive Board and Chief Executive Officer and Mr. Andreas Matje, member of the Executive Board and Chief Financial Officer, to sign in the name of the shareholders the OGMS resolutions and to perform any act or formality required by law for the registration of the OGMS resolutions. Each of Ms. Mariana Gheorghe and Mr. Andreas Matje may delegate all or part of the above mentioned powers to any competent person(s) to perform such mandate.
This resolution is signed today, 25 April 2017, in Bucharest, in 3 original counterparts.
Mariana Gheorghe
Chief Executive Officer
President of the Executive Board
Resolution no. 3
of the Ordinary General Meeting of Shareholders
of OMV Petrom S.A. of
25 April 2017
The Ordinary General Meeting of Shareholders of OMV PETROM S.A., a company managed in a two-tier system, incorporated and functioning under the laws of Romania, registered with the Trade Registry Office of Bucharest Court under number J40/8302/1997, fiscal code 1590082, having its headquarters at 22 Coralilor Street, Sector 1, Bucharest ("Petrom City"), with a subscribed and paid share capital of RON 5,664,410,833.50 divided in 56,644,108,335 common, nominative shares having a face value of RON 0.1 each (hereinafter referred to as "OMV Petrom" or the "Company"), held on 25 April 2017, starting with 15:00 o'clock (Romanian time), at "JW Marriott" Hotel, "Constanta" Room, 90 Calea 13 Septembrie Street, District 5, Bucharest, Romania, at the first convening (hereinafter referred to as the "OGMS"),
Considering:
· The convening notice of the OGSM published in the Official Gazette of Romania, Part IV, no. 983 of 24 March 2017 and in the following widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 24 March 2017,
· OMV Petrom's Articles of Association in force as of 23 May 2011 (the "Articles of Association"),
· Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations ("Companies' Law"),
· Law no. 297/2004 on capital markets, with its subsequent amendments and supplementations ("Capital Markets Law"),
· Law no. 24/2017 on issuers of financial instruments and market operations ("Issuers' Law") that entered into force at 1 April 2017,
· National Securities Commission Regulation no. 1/2006 on issuers and operations with securities, with its subsequent amendments and supplementations ("Regulation no. 1/2006"),
· National Securities Commission Regulation no. 6/2009 on exercising certain rights of shareholders within general meetings of companies, with its subsequent amendments and supplementations ("Regulation no. 6/2009"),
· Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts ("Regulation no. 4/2013"),
Hereby decides upon items on the agenda OGMS no. 7, 8, 10 and 12, as follows:
Item 7. a) In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative and secret votes of the shareholders representing 87.88108% of the share capital and 98.94866% of the casted votes, approves the appointment of Mr. Seele Rainer, German citizen, born on 02.09.1960 in Bremerhaven, Germany, domiciled at Stubenring Street 2/11, 1010 Vienna, Austria, holder of passport no. C5YRT5PML, issued by German authorities on 31.01.2014, valid until 30.01.2020, as member of the Supervisory Board, for a 4 year mandate starting with 28 April 2017 until 28 April 2021.
Item 7. b) In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative and secret votes of the shareholders representing 87.20149% of the share capital and 98.18354% of the casted votes, approves the appointment of Mr. Florey Reinhard, Austrian citizen, born on 28.12.1965 in Graz, Austria, domiciled at 9 Braungasse Street, 1170 Vienna, Austria, holder of passport no. P 7528295, issued by Austrian authorities on 05.02.2014, valid until 04.02.2024, as member of the Supervisory Board, for a 4 year mandate starting with 28 April 2017 until 28 April 2021.
Item 7. c) In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative and secret votes of the shareholders representing 87.77954% of the share capital and 98.83440% of the casted votes, approves the appointment of Mr. Johann Pleininger, Austrian citizen, born on 22.02.1962 in Mistelbach, Austria, domiciled in Scheibenbergstraße 67/7 1180 Vienna, Austria, holder of passport no. U 1331734, issued by Austrian authorities on 16.09.2016, valid until 15.09.2026, as member of the Supervisory Board, for a 4 year mandate starting with 28 April 2017 until 28 April 2021.
Item 7. d) In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative and secret votes of the shareholders representing 87.20149% of the share capital and 98.18354% of the casted votes, approves the appointment of Mr. Manfred Leitner, Austrian citizen, born on 20.02.1960, in Vienna, Austria, domiciled at 43 Weissenwolffgasse Street, Vienna, Austria, holder of passport no. S 1200328, issued by Austrian authorities on 17.04.2015, valid until 16.04.2018, as member of the Supervisory Board, for a 4 year mandate starting with 28 April 2017 until 28 April 2021.
Item 7. e) In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative and secret votes of the shareholders representing 87.77953% of the share capital and 98.84608% of the casted votes, approves the appointment of Mr. Daniel Turnheim, Austrian citizen, born on 15.03.1975 in Vienna, Austria, domiciled at 4/6 Einsiedeleigasse Street, 1130 Vienna, Austria, holder of passport no. P 8013814, issued by Austrian authorities on 09.09.2014, valid until 08.09.2024, as member of the Supervisory Board, for a 4 year mandate starting with 28 April 2017 until 28 April 2021.
Item 7. f) In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative and secret votes of the shareholders representing 88.66160% of the share capital and 99.82754% of the casted votes, approves the appointment of Mr. Jochen Weise, German citizen, born on 20.02.1956 in Essen, Germany, domiciled at 3 Conzestrasse Street, 22587, Hamburg, Germany, holder of passport no. C1TY979H1, issued by German authorities on 04.11.2013, valid until 03.11.2019, as member of the Supervisory Board, for a 4 year mandate starting with 28 April 2017 until 28 April 2021.
Item 7. g) In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative and secret votes of the shareholders representing 87.77955% of the share capital and 98.83432% of the casted votes, approves the appointment of Mr. Joseph Bernhard Mark Mobius, German citizen, born on 17.08.1936 in Hempstead, New York, United States of America, domiciled at 17/F Chater House, 8 Connaught Road Central, Hong Kong, holder of passport no. C4KRC499R, issued by German General Konsulat Hong Kong on 05.04.2016, valid until 04.04.2026, as member of the Supervisory Board, for a 4 year mandate starting with 28 April 2017 until 28 April 2021.
Item 7. h) In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative and secret votes of the shareholders representing 87.54130% of the share capital and 98.56838% of the casted votes, approves the appointment of Mr. Radu-Spiridon Cojocaru, Romanian citizen, born on 12.12.1947, in Cetățeni Commune, Argeş County, domiciled at Voluntari City, Ilfov County, 55 Erou Nicolae Iancu Avenue, holder of identity card series IF no. 180335, issued by SPCLEP Voluntari on 11.03.2008, valid until 12.12.2068, PIN 1471212400053, as member of the Supervisory Board, for a 4 year mandate starting with 28 April 2017 until 28 April 2021.
Item 7. i) In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative and secret votes of the shareholders representing 86,96326% of the share capital and 98,52824% of the casted votes, approves the appointment of Mr. Mihai Busuioc, Romanian citizen, born on 28.05.1974, in Bucharest Sector 5, domiciled at Bucharest, Sector 4, 14 Constantin Brâncoveanu Boulevard, block B5, entrance 2, 2nd floor, ap. 43, holder of identity cared series VP no. 001745, issued by D.E.P.A.B.D. on 23.07.2014, valid until 28.05.2024, PIN 1740528450021, as member of the Supervisory Board, for a 4 year mandate starting with 28 April 2017 until 28 April 2021.
Item 8. In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 87.18234% of the share capital and 99.72972% of the casted votes, approves for the current year:
- an annual gross remuneration corresponding to a net remuneration of EUR 20,000 for each member of the Supervisory Board;
- a gross remuneration per meeting corresponding to a net remuneration of EUR 4,000 for each member of the Audit Committee;
- a gross remuneration per meeting corresponding to a net remuneration of EUR 2,000 for each member of the Presidential and Nomination Committee.
Item 10. In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 88.81479% of the share capital and 99.99993% of the casted votes, approves, in accordance with article 1292 of the Regulation no. 1/2006, of 23 May 2017 as Registration Date for identifying the shareholders upon which the resolutions of the OGSM will take effect as per article 86, para. (1) of Issuers' Law (former article 238, para. (1) of Capital Markets Law) and of 22 May 2017 as Ex-Date, computed in accordance with article 2, letter f) of Regulation no. 6/2009.
Item 12. In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 88.81485% of the share capital and 100% of the casted votes, approves the empowerment, individually, each of Ms. Mariana Gheorghe, President of Executive Board and Chief Executive Officer and Mr. Andreas Matje, member of the Executive Board and Chief Financial Officer, to sign in the name of the shareholders the OGMS resolutions and to perform any act or formality required by law for the registration of the OGMS resolutions. Each of Ms. Mariana Gheorghe and Mr. Andreas Matje may delegate all or part of the above mentioned powers to any competent person(s) to perform such mandate.
This resolution is signed today, 25 April 2017, in Bucharest, in 3 original counterparts.
Mariana Gheorghe
Chief Executive Officer
President of the Executive Board
Resolution no. 4
of the Ordinary General Meeting of Shareholders
of OMV Petrom S.A. of
25 April 2017
The Ordinary General Meeting of Shareholders of OMV PETROM S.A., a company managed in a two-tier system, incorporated and functioning under the laws of Romania, registered with the Trade Registry Office of Bucharest Court under number J40/8302/1997, fiscal code 1590082, having its headquarters at 22 Coralilor Street, Sector 1, Bucharest ("Petrom City"), with a subscribed and paid share capital of RON 5,664,410,833.50 divided in 56,644,108,335 common, nominative shares having a face value of RON 0.1 each (hereinafter referred to as "OMV Petrom" or the "Company"), held on 25 April 2017, starting with 15:00 o'clock (Romanian time), at "JW Marriott" Hotel, "Constanta" Room, 90 Calea 13 Septembrie Street, District 5, Bucharest, Romania, at the first convening (hereinafter referred to as the "OGMS"),
Considering:
· The convening notice of the OGSM published in the Official Gazette of Romania, Part IV, no. 983 of 24 March 2017 and in the following widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 24 March 2017,
· OMV Petrom's Articles of Association in force as of 23 May 2011 (the "Articles of Association"),
· Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations ("Companies' Law"),
· Law no. 297/2004 on capital markets, with its subsequent amendments and supplementations ("Capital Markets Law"),
· Law no. 24/2017 on issuers of financial instruments and market operations ("Issuers' Law") that entered into force at 1 April 2017,
· National Securities Commission Regulation no. 1/2006 on issuers and operations with securities, with its subsequent amendments and supplementations ("Regulation no. 1/2006"),
· National Securities Commission Regulation no. 6/2009 on exercising certain rights of shareholders within general meetings of companies, with its subsequent amendments and supplementations ("Regulation no. 6/2009"),
· Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts ("Regulation no. 4/2013"),
Hereby decides upon items on the agenda OGMS no. 9, 10 and 12, as follows:
Item 9. a) In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative and secret votes of the shareholders representing 68.06536% of the share capital and 76.64519% of the casted votes, approves the reappointment of Ernst & Young Assurance Services SRL (headquartered in Bucharest Tower Center Building, 15-17 Ion Mihalache Blvd., 21st Floor, Sector 1, Bucharest, registered with the Trade Registry under J40/5964/1999, having sole registration code 11909783, member of the Chamber of Financial Auditors of Romania as per authorization no. 77 dated 15 August 2001, legally represented by Mr. Bogdan Ion, a Romanian citizen, born on 14 January 1971 in Bucharest, Romania, domiciled in 198 Calea Plevnei, district 6, Bucharest, identified with identity card series RX no. 718758 issued by SPCEP S6 on 26 May 2015, valid until 14 January 2025) as financial auditor of OMV Petrom for the 2017 financial year, the duration of the audit service agreement being one year.
Item 9. b) In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 66.04090% of the share capital and 75.54834% of the casted votes, approves a remuneration amounting to EUR 463,500 to be paid to Ernst & Young Assurance Services SRL for auditing OMV Petrom's financial statements for 2017 financial year.
Item 10. In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 88.81479% of the share capital and 99.99993% of the casted votes, approves, in accordance with article 1292 of the Regulation no. 1/2006, of 23 May 2017 as Registration Date for identifying the shareholders upon which the resolutions of the OGSM will take effect as per article 86, para. (1) of Issuers' Law (former article 238, para. (1) of Capital Markets Law) and of 22 May 2017 as Ex-Date, computed in accordance with article 2, letter f) of Regulation no. 6/2009.
Item 12. In the presence of the shareholders representing 88.81485% of the share capital and 88.81517% of the total voting rights, with the affirmative votes of the shareholders representing 88.81485% of the share capital and 100% of the casted votes, approves the empowerment, individually, each of Ms. Mariana Gheorghe, President of Executive Board and Chief Executive Officer and Mr. Andreas Matje, member of the Executive Board and Chief Financial Officer, to sign in the name of the shareholders the OGMS resolutions and to perform any act or formality required by law for the registration of the OGMS resolutions. Each of Ms. Mariana Gheorghe and Mr. Andreas Matje may delegate all or part of the above mentioned powers to any competent person(s) to perform such mandate.
This resolution is signed today, 25 April 2017, in Bucharest, in 3 original counterparts.
Mariana Gheorghe
Chief Executive Officer
President of the Executive Board