17 Mar 2022 16:12
OMV Petrom S.A.
Ad hoc report
In compliance with Law no. 24/2017 on issuers of financial instruments and market operations (republished) and Financial Supervisory Authority's Regulation no. 5/2018 on issuers of financial instruments and market operations
Date of report: 17 March 2022
Name of issuer: OMV Petrom S.A.
Headquarters: Bucharest, 22 Coralilor Street, District 1, ("Petrom City")
Telephone/fax number: +40 372 161930/ +40 372 868518
Sole registration number at the Trade Register Office: 1590082
Fiscal attribute: RO
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 and London Stock Exchange
Significant event to be reported:
Convening of the Ordinary General Meeting of Shareholders and of the Extraordinary General Meeting of Shareholders of OMV Petrom S.A. for 27 April 2022 (first convening)
In compliance with OMV Petrom S.A.'s Articles of Association, Companies' Law no. 31/1990, Law no. 24/2017 on issuers of financial instruments and market operations, and Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations, OMV Petrom S.A. herewith convenes the company's shareholders at the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders on 27 April 2022 (first convening).
The convening notices for the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders are to be published also in the Romanian Official Gazette - Part IV and in two widely-spread newspapers in Romania.
Annexes:
Ø Convening notice of Ordinary General Meeting of Shareholders on 27 April 2022 (first convening).
Ø Convening notice of Extraordinary General Meeting of Shareholders on 27 April 2022 (first convening).
Christina Verchere Alina Popa
Chief Executive Officer Chief Financial Officer
President of the Executive Board Member of the Executive Board
CONVENING NOTICE
The Executive Board of OMV Petrom S.A., a company managed in a two-tier system, incorporated and operating 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, District 1, Bucharest ("Petrom City"), with a subscribed and paid up share capital of RON 5,664,410,833.50 (hereinafter referred to as "OMV Petrom" or the "Company"),
Considering mainly the provisions of:
· 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. 24/2017 on issuers of financial instruments and market operations, as republished ("Issuers' Law");
· Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations with its subsequent amendments and supplementations ("Regulation no. 5/2018");
· Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts with its subsequent amendments and supplementations ("Regulation no. 4/2013");
hereby convenes the Ordinary General Meeting of Shareholders ("OGMS") on 27 April 2022 (first convening), starting with 10:00 o'clock (Romania time), at OMV Petrom's headquarters located in 22 Coralilor Street, District 1, Bucharest ("Petrom City"), Infinity Building, Oval A, with the following AGENDA:
1. Approval of the separate financial statements of OMV Petrom for the financial year ended on 31 December 2021, 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 2021 financial year.
2. Approval of the consolidated financial statements of OMV Petrom for the financial year ended on 31 December 2021, 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 2021 financial year.
3. Approval of the Annual Report which also includes the Report of the Executive Board and the Report of the Supervisory Board for the 2021 financial year.
4. Approval of the allocation of the profits, determined according to the law, as well as the distribution of dividends for 2021 financial year.
5. Approval of the 2022 Income and Expenditure Budget.
6. Approval of the discharge of liability of the members of the Executive Board and of the members of the Supervisory Board for the 2021 financial year.
7. Approval of the appointment of 2 (two) new members of the Supervisory Board of OMV Petrom, as follows:
7.1 Appointment of a new member of the Supervisory Board of OMV Petrom for the remaining period of the mandate granted to Mr. Rainer Seele, further to the waiver of his mandate as member of the Supervisory Board.
7.2 Appointment of a new member of the Supervisory Board of OMV Petrom for the remaining period of the mandate granted to Mr. Wolfram Krenn, further to the waiver of his mandate as member of the Supervisory Board.
8. Vote on the Remuneration Report for the members of the Executive Board and for the members of the Supervisory Board for 2021 financial year.
9. Approval of the updated Remuneration Policy of the members of the Executive Board and of the members of the Supervisory Board, applicable starting 2022 financial year.
10. Approval of the remuneration for the members of the Supervisory Board for the current year and of the general limit of the additional remunerations for the Supervisory Board members who were assigned specific positions within the Supervisory Board.
11. Approval of the appointment of the Company's financial auditor, establishment of the minimum duration of the audit service agreement and the remuneration of the financial auditor.
12. Approval of 13 May 2022 as Record Date for identifying the shareholders upon which the resolutions of the OGMS will take effect as per article 87, para. (1) of Issuers' Law and of 12 May 2022 as Ex-Date.
13. Approval of 6 June 2022 as Payment Date for payment of dividends for 2021 financial year.
14. Empowering Ms. Christina Verchere, President of Executive Board and Chief Executive 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. Ms. Christina Verchere may delegate all or part of the above mentioned powers to any competent person(s) to perform such mandate.
Only shareholders who are registered as OMV Petrom shareholders at 15 April 2022 (the "Reference Date") in the shareholders' register kept by Depozitarul Central S.A. may attend and cast their votes in the OGMS.
This convening notice together with the materials for the agenda items 1 to 4 (including the financial statements for the year ended on 31 December 2021, the Independent Auditor's Report, the Annual Report, which includes the Report of the Executive Board and the Report of the Supervisory Board, the Report of payments to governments for 2021 financial year, the Executive Board's proposal regarding the allocation of the profits determined according to the law and distribution of dividends for 2021 financial year), will be available both in Romanian and in English languages no later than 21 March 2022 at the registry desk at the headoffice of the Company, located in 22 Coralilor Street, Infinity Building, District 1, Bucharest ("Petrom City"), postal code 013329 ("Correspondence Entry"), as well as on the website of the Company (www.omvpetrom.com). The materials for the agenda items 5 to 14, together with the draft OGMS resolutions, the template forms of the general and special powers of attorney and correspondence voting bulletins ("Voting Bulletin") for OGMS, the list of the candidates proposed to be appointed for the position of member of the Supervisory Board, comprising the name, domicile and the professional qualifications of the candidates, the template form for candidate's information notice for personal data processing will be made available by the same communication means starting with 25 March 2022, the latest. The total number of shares and voting rights conferred by such at the date of the convening notice shall be made available by the same communication means after Depozitarul Central S.A. keeping the shareholders' register of OMV Petrom releases the shareholders' register to OMV Petrom.
The right to propose adding new items on the agenda and to submit draft resolutions for the items on the agenda or proposed to be added on the agenda
One or more shareholders representing, individually or jointly, at least 5% of the share capital of the Company (hereinafter referred to as "Initiators") have the right to propose new items on the agenda of the OGMS or to submit draft resolutions for the items on the agenda or proposed to be added on the agenda.
The proposals with respect to adding new items on the agenda of the OGMS and the draft resolutions for the items on the agenda or proposed to be added on the agenda, accompanied by copies of the Initiator's valid identification documents (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative), as well as by a justification or a draft resolution proposed for approval by OGMS shall be submitted as follows:
a) at the Correspondence Entry or by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 6 April 2022, 16:30 o'clock, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022", or
b) by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature no. 455/2001, no later than 6 April 2022, 16:30 o'clock, at aga@petrom.com indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022".
The right to propose candidates for the position of member of the Supervisory Board
The shareholders of the Company, regardless of the participation held in the share capital, may submit proposals of candidates for the position of member of the Supervisory Board, containing information about the name, domicile and professional qualifications of the proposed persons, accompanied by copy of the candidate's valid identification documents (identity card/passport) and candidate's information notice for personal data processing, as well as copies of the shareholder's valid identification documents (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative), as follows:
a) at the Correspondence Entry or by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 6 April 2022, 16:30 o'clock, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022", or
b) by e-mail having attached an extended electronic signature in compliance with Law on Digital Signature No. 455/2001, no later than 6 April 2022, 16:30 o'clock, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022".
The right to submit written questions related to the items on the OGMS agenda
The shareholders of the Company, regardless of the participation held in the share capital, may submit written questions with respect to the items on the agenda of OGMS. The shareholders shall submit such questions only accompanied by copies of the shareholder's valid identification documents (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative). The written questions, if the case, may be submitted as follows:
a) at the Correspondence Entry or by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 21 April 2022, 16:30 o'clock, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022", or
b) by e-mail having attached an extended electronic signature, in compliance with the Law on Digital Signature no. 455/2001, no later than 21 April 2022, 16:30 o'clock, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022".
Shareholders' participation and vote in the OGMS
The shareholders may attend in person or may be represented in OGMS either by their legal representative or by an appointed representative ("Proxy Holder") having been granted a general or a special power of attorney.
In accordance with the Issuers' Law and Regulation no. 5/2018, in case a shareholder is represented by a credit institution rendering custodian services, the latter may participate and vote in the OGMS based on and within the limits of the voting instructions received by electronic means, without it being necessary for the shareholder to draw up a special or general power of attorney for this purpose, provided that the said custodian credit institution submits to the Company a statement on its own liability, signed by the credit institution's legal representative, stating (i) the name of the shareholder, written clearly, for which the credit institution participates and votes in the OGMS, and (ii) the fact that the credit institution renders custodian services for that respective shareholder. The original said own liability statement shall be submitted:
a) at the Correspondence Entry of the Company or sent by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 48 hours before the date of the first OGMS convening, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022", or
b) by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature No. 455/2001, no later than 48 hours before the date of the first OGMS convening, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022".
The credit institution rendering custodian services will vote in this case through any person within its administration/management body or of its employees; a proof/statement confirming these persons have the said qualities will be submitted together with the original own liability statement above-mentioned.
The general power of attorney shall be granted for a period not exceeding 3 years, unless the parties have expressly provided for a longer period, allowing the Proxy Holder to vote on all issues on the agenda of the general meetings of shareholders of the Company, including with respect to disposal deeds, provided that the general power of attorney: (i) is granted by the shareholder as client, to an intermediary as defined under Issuers' Law or to a lawyer and (ii) states that the Proxy Holder is an intermediary or a lawyer. If the Proxy Holder is a legal person, the mandate may be exercised by any person who is a member of the administrative or management body of the Proxy Holder or who is an employee of the Proxy Holder. The Proxy Holder shall prove its capacity as intermediary or lawyer by providing a statement on the form published together with the supporting materials for the OGMS on the Company's website, signed by the Proxy Holder at the entrance in the meeting room in front of the meeting organizers. Shareholders may not be represented in OGMS based on a general power of attorney by a person who is in a situation of conflict of interests which may arise in particular, if such person is:
a) a majority shareholder of the Company, or another person controlled by such shareholder;
b) a member of the administrative, management or supervisory body of the Company, of a majority shareholder or of a controlled person as provided at letter a);
c) an employee or an auditor of the Company or of a majority shareholder or of controlled entity as provided at letter a);
d) a spouse, relative or in-law up to fourth degree of one of the individuals referred to under letters a) - c).
The general power of attorney must provide at least the following information: (i) the name of the shareholder; (ii) name of the Proxy Holder; (iii) date of the proxy and its validity period, subject to the applicable legal requirements; proxies dated subsequently shall have the effect of revoking previously dated proxies; (iv) clear statement that the shareholder empowers the Proxy Holder to attend and vote on its/his/her behalf by general power of attorney in the general shareholders meeting for the entire holding of the shareholder at the Reference Date, expressly specifying the company/companies for which the general proxy is used, either by naming them separately or referring generically to a certain category of issuers. The general power of attorney ceases its legal effect in accordance with article 202 para. (2) of Regulation no. 5/2018.
Before their first use, copies of the general powers of attorney, in Romanian or English language, bearing the mention "in accordance with the original" and the signature of the Proxy Holder accompanied by a o copy of the valid identity card of the shareholder (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative) shall be submitted:
a) at the Correspondence Entry of the Company or sent by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 48 hours before the date of the first OGMS convening, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022", or
b) by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature No. 455/2001, no later than 48 hours before the date of the first OGMS convening, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022".
The special power of attorney has to contain specific voting instructions for each item on the agenda of the OGMS in respect of which the Proxy Holder is to vote on behalf of the shareholder (i.e.: to vote "for" or "against" or, as the case may be, to mention "abstention"). A shareholder may be represented in the OGMS by a Proxy Holder holding special power of attorney granted only for the OGMS dated 27/28 April 2022.
One original of the special power of attorney, in Romanian or English language, filled in and signed by the shareholder, accompanied by copies of the shareholder's valid identification documents (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative) shall be submitted:
a) at the Correspondence Entry or sent by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 48 hours before the date of the first OGMS convening, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022", or
b) by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature No. 455/2001, no later than 48 hours before the date of the first OGMS convening, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022".
A shareholder may appoint in the power of attorney one or more alternate representatives to ensure its/his/her representation in OGMS, if the Proxy Holder appointed by the power of attorney is unable to fulfill its/his/her mandate. If more alternate representatives are appointed in the power of attorney, the order in which they will exercise their mandate shall be specified.
On the day of the OGMS, upon entering the meeting room, the shareholders - natural persons, in case they attend in person, the shareholders - legal persons / entities without legal personality, in case they attend through their legal representative and the Proxy Holders must present to the Company's representatives in charge with the OGMS organization the original of the identity card/passport for identity check.
The shareholders of the Company registered at the Reference Date in the shareholders' register kept by Depozitarul Central S.A. may vote by correspondence, prior to the OGMS, by using the Voting Bulletin. In case of voting by correspondence, the Voting Bulletin, filled in Romanian or English language and signed, accompanied by a copy of the shareholder's valid identification documents (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative) can be submitted as follows:
a) at the Correspondence Entry or by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 48 hours before the date of the first OGMS convening, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022", or
b) by e-mail having attached an extended electronic signature, in compliance with the Law on Digital Signature no. 455/2001, no later than 48 hours before the date of the first OGMS convening, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022".
The Voting Bulletins which are not be received at the Correspondence Entry or by e-mail within the above mentioned deadlines shall not be counted for quorum and majority in the OGMS. In case the shareholder who expressed its/his/her vote via Voting Bulletin attends the OGMS, personally or by representative, the vote by correspondence expressed for that OGMS shall be cancelled and only the vote expressed in person or by representative shall be considered. If the person representing the shareholder to the OGMS is other than the person who expressed its/his/her vote via the Voting Bulletin, for the validity of its/his/her vote, it/he/she has to present in the OGMS a written revocation of the vote by correspondence signed by the shareholder or by the representative who expressed its/his/her vote via Voting Bulletin. This is not necessary in case the shareholder or its legal representative attends personally the OGMS.
Please consider that the Correspondence Entry is open during business days between 9:00 - 16:30 o'clock from Monday until Thursday and between 9:00 - 14:00 o'clock on Friday and closed during the non-business days and legal holidays.
When filling in the special powers of attorney and the Voting Bulletins, please consider that new items could be added on the agenda. In this case, OMV Petrom shall make available a revised OGMS agenda according to the law. Moreover, no later than 13 April 2022, the information materials regarding the new items added on the agenda, including the updated special powers of attorney and Voting Bulletins both in Romanian and in English will be made available at the Correspondence Entry and published on the website of the Company (www.omvpetrom.com).
For the avoidance of doubt, if the agenda is supplemented and the shareholders do not send their updated special powers of attorney and/or Voting Bulletins by correspondence, the special powers of attorney and the Voting Bulletins sent prior to publication of the supplemented agenda shall be taken into account only in respect of the points on the initial agenda.
As a general rule, applicable to all situations mentioned above, in accordance with the legislation in force, in case of shareholders that are legal persons or entities without legal personality, the capacity of legal representative shall be attested based on the shareholders' register, as released by Depozitarul Central S.A. However, if the shareholder has not informed on time Depozitarul Central S.A. about its legal representative or this information is not updated in the shareholders' register of OMV Petrom, then the capacity of legal representative shall be attested based on an excerpt issued by the Trade Registry or based on any other document issued by a competent authority from the country where the shareholder is registered, in original or certified copy, within its validity term.
Documents attesting the capacity of the legal representative of the shareholder, as detailed herein, as well as any other documents which need to be transmitted to the Company for exercising certain rights in accordance with this convening notice and the applicable legislation in force which are drafted in a foreign language, other than English language, should be accompanied by a translation made by an authorized translator in Romanian language or English language, with no notarization or apostille required.
Global Depositary Receipts holders
In accordance with Regulation no. 4/2013, the persons holding Global Depositary Receipts ("GDRs") at the Reference Date can vote in the OGMS via Citibank N.A., the issuer of the GDRs ("GDRs Issuer"), which is a shareholder of the Company within the meaning and for the application of the provisions of Regulation no. 5/2018 and Issuers' Law.
The GDRs Issuer is fully responsible for the correct, complete and timely provision of information to the GDRs holders with respect to the OGMS (including supporting materials and documents made available by the Company), in compliance with the documentation for the GDRs issuance and transfer and applicable law.
The GDRs Issuer will vote in the OGMS for and on behalf of the GDRs holders in accordance and within the limits of instructions given by the GDR holders registered with the registrar of the GRDs holders on or about the Reference Date, in compliance with the documentation for the GDRs issuance and transfer and applicable law.
When computing whether the minimum quorum requirements for the OGMS are fulfilled, the Company will take into account only those underlying shares for which the GDRs Issuer has cast votes (including "abstention" votes) in accordance with the instructions given by the GDR holders.
The GDR holder will send to the GDRs Issuer or custodian of the GDRs, in accordance with the documentation for the issuance and transfer of the GDRs, his/her/its voting instructions with respect to the items on the agenda of the OGMS.
The GDRs Issuer is fully responsible for taking all necessary measures so that the entity keeping record of the GDR holders, intermediaries involved in custodian services for the GDR holders and/or any entities involved in the evidence of the GDR holders, report the voting instructions of the GDR holders with respect to the agenda items of the OGMS.
Should the statutory quorum requirements for the OGMS, laid down by the Companies' Law or/and the Company's Articles of Association, not be met on the aforementioned date stated for the first convening, the OGMS is convened on the date of 28 April 2022 (second convening), starting with 10:00 o'clock (Romania time) at OMV Petrom's headquarters located in 22 Coralilor Street, District 1, Bucharest ("Petrom City"), Infinity Building, Oval A with the same agenda as at the first convening.
For details in relation to the processing of personal data and exercise of the related rights in the context of organizing and holding the general shareholders meetings, you can consult the Privacy Policy available on the company's website (www.omvpetrom.com) and you may contact the Data Protection Officer (DPO) directly by email at privacy@petrom.com or by courier to the correspondence address of the company specifying "In the attention of the DPO".
Additional information can be obtained from the Investors Relations Department, at telephone numbers 0800 800 064 (free of charge in Romania) or +40 214.022.206 and from the website of the Company (www.omvpetrom.com).
Christina Verchere
President of the Executive Board
Chief Executive Officer
OMV Petrom S.A.
CONVENING NOTICE
The Executive Board of OMV Petrom S.A., a company managed in a two-tier system, incorporated and operating 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, District 1, Bucharest ("Petrom City"), with a subscribed and paid up share capital of RON 5,664,410,833.50 (hereinafter referred to as "OMV Petrom" or the "Company"),
Considering mainly the provisions of:
· 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. 24/2017 on issuers of financial instruments and market operations, as republished ("Issuers' Law");
· Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations with its subsequent amendments and supplementations ("Regulation no. 5/2018");
· Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts with its subsequent amendments and supplementations ("Regulation no. 4/2013");
· Law no. 555/2004 regarding the privatization of SNP Petrom S.A. ("Law 555/2004");
· Government Decision no. 834/1991 for the determination and evaluation of land of state-owned companies with its subsequent amendments and supplementations ("GD 834/1991");
· Criteria no. 2665/1992 for the determination and evaluation of land of state-owned companies with its subsequent amendments and supplementations ("Criteria 2665/1992").
hereby convenes the Extraordinary General Meeting of Shareholders ("EGMS") on 27 April 2022 (first convening), starting with 12:00 o'clock (Romania time), at OMV Petrom's headquarters located in 22 Coralilor Street, District 1, Bucharest ("Petrom City"), Infinity Building, Oval A, with the following AGENDA:
15. Approval of the initiation of the share capital increase operation of OMV Petrom by in kind contribution of the Romanian State, represented by the Ministry of Energy, as a result of obtaining a number of 1,944 land ownership certificates (total area of land plots to be included in the share capital being of 1,379.15 hectares), by reference to the land ownership certificates obtaining status and the situation of non-eligible land plots that do not fulfil the conditions provided for by GD 834/1991 and Criteria 2665/1992 and for which land ownership certificates cannot be obtained, as detailed and presented in the supporting materials.
16. Approval of the notification of the Romanian State, represented by the Ministry of Energy, as per the article 4.2.2, letter b of Privatization Agreement no. 5/2004 and the article 13 (1), letter b of Law 555/2004 on SNP Petrom SA privatization, given that all land ownership certificates possible to be obtained have been obtained by OMV Petrom, by reference to the land ownership certificates obtaining status and the situation of non-eligible land plots that do not fulfil the conditions provided for by GD 834/1991 and Criteria 2665/1992 and for which land ownership certificates cannot be obtained, as detailed and presented in the supporting materials.
17. Ratification of the appointment of the independent expert valuator, Darian DRS SA, selected by the Company following a competitive tender process and appointed by the Trade Registry Office of Bucharest Tribunal to evaluate the land plots for the in kind contribution, as detailed and presented in the supporting materials.
18. Approval of the authorization of the Executive Board of OMV Petrom, for a period of 2 (two) years, to increase OMV Petrom's share capital with a maximum value of 50% of the existing subscribed share capital, representing authorized share capital, composed by (i) the in-kind contribution of the Romanian State, represented by the Ministry of Energy, as a result of obtaining a number of 1,944 land ownership certificates (total area of land plots to be included in the share capital being of 1,379.15 hectares) and (ii) the cash contribution of the other shareholders/holders of preference rights, resulted from exercising their preference right.
Likewise, the authorization of the Executive Board of OMV Petrom to take all decisions and measures in the name and on behalf of the Company, for carrying out and finalizing the share capital increase, as detailed and presented in the supporting materials.
The decision of the Executive Board approving the share capital increase performed under this authorization (other than the final decision implementing the share capital increase based on the results of the subscriptions in cash) will be subject to the approval of the Supervisory Board.
19. Approval of amendment of article 8 of the Articles of Association of the Company in order to reflect the authorization of the Executive Board to increase the share capital in accordance with item 4 above, as well as the removal of the outdated shareholding structure of the Company from article 7 of the Articles of Association, as detailed and presented in the supporting materials, as follows:
5.1 Approval of the amendment of Article 8 of the Articles of Association that will have the following content:
"Article 8 Reduction or increase of share capital
The share capital may be reduced pursuant to a resolution of the extraordinary general meeting of shareholders according to and in compliance with the procedure prescribed by law.
The exercise of the competence to increase the share capital is delegated, for a period of 2 (two) years as of 27 April 2022, by the extraordinary general meeting of shareholders to the Executive Board, in accordance with the law and these Articles of Association. The extraordinary general meeting of shareholders will decide on any renewal of this period by subsequent resolutions, if the case. The Executive Board is authorised to carry out a share capital increase with a maximum value of 50% of the existing subscribed share capital as of the date of the resolution of the extraordinary general meeting of shareholders held on 27 April 2022, i.e. maximum RON 2,832,205,416.75, under the following terms: (a) only new shares shall be issued, in exchange for in-kind contribution of the Romanian State as a result of obtaining the land ownership certificates by the Company and cash contributions of the other shareholders/holders of preference rights; (b) preference rights shall be issued to the existing shareholders; (c) the subscription period shall be of at least one month; (d) only holders of preference rights may subscribe new shares; (e) the share capital shall be increased to the extent of the newly subscribed shares and all shares that are not subscribed by holders of preference rights shall be cancelled; and (f) the new shares shall be issued at nominal value of RON 0.1 per share and at a price of RON 0.1 per share, equal to the nominal value, without a share premium.
The decision of the Executive Board approving the share capital increase performed under this authorization will be subject to the approval of the Supervisory Board (other than the final decision implementing the share capital increase based on the results of the subscriptions in cash - when the Executive Board only takes note of the status of subscriptions, cancellation of any unsubscribed shares and approves the final share capital amount resulted from the share capital increase operation)."
5.2. Approval of the amendment of Article 7 of the Articles of Association by removal of the outdated shareholding structure of the Company (namely, the second paragraph from article 7 is removed, while the first paragraph remains unchanged) that will have the following content:
"Article 7 Share capital
The issued share capital of Petrom amounting to RON 5,664,410,833.50, fully subscribed and paid up, of which RON 5,602,816,732.80 and EUR 9,544,163.19 in cash, and RON 26,697,708.80 in kind contribution, divided in 56,644,108,335 common, nominative shares with a nominal value of RON 0.1 each."
20. Approval of 13 May 2022 as Record Date for identifying the shareholders upon which the resolutions of the EGMS will take effect as per article 87, para. (1) of Issuers' Law and of 12 May 2022 as Ex-Date.
21. Empowering Ms. Christina Verchere, President of Executive Board and Chief Executive Officer, to sign in the name of the shareholders the EGMS resolutions and to perform any act or formality required by law for the registration of the EGMS resolutions. Ms. Christina Verchere may delegate all or part of the above mentioned powers to any competent person(s) to perform such mandate.
Only shareholders who are registered as OMV Petrom shareholders at 15 April 2022 (the "Reference Date") in the shareholders' register kept by Depozitarul Central S.A. may attend and cast their votes in the EGMS.
This convening notice together with the draft EGMS resolutions, the template forms of the general and special powers of attorney and correspondence voting bulletins ("Voting Bulletin") for EGMS, as well as the other documents and informing materials related to the items included on the agenda of EGMS will be available both in Romanian and in English languages no later than 21 March 2022, at the registry desk of the Company, located in 22 Coralilor Street, Infinity Building, District 1, Bucharest ("Petrom City"), postal code 013329 ("Correspondence Entry") and on the website of the Company (www.omvpetrom.com). The total number of shares and voting rights conferred by such at the date of the convening notice shall be made available by the same communication means after Depozitarul Central S.A. keeping the shareholders' register of OMV Petrom releases the shareholders' register to OMV Petrom.
The right to propose adding new items on the agenda and to submit draft resolutions for the items on the agenda or proposed to be added on the agenda
One or more shareholders representing, individually or jointly, at least 5% of the share capital of the Company (hereinafter referred to as "Initiators") have the right to propose new items on the agenda of the EGMS or to submit draft resolutions for the items on the agenda or proposed to be added on the agenda.
The proposals with respect to adding new items on the agenda of the EGMS and the draft resolutions for the items on the agenda or proposed to be added on the agenda, accompanied by copies of the Initiator's valid identification documents (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative), as well as by a justification or a draft resolution proposed for approval by EGMS shall be submitted as follows:
c) at the Correspondence Entry or by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 6 April 2022, 16:30 o'clock, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022", or
d) by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature no. 455/2001, no later than 6 April 2022, 16:30 o'clock, at aga@petrom.com indicating in the "subject matter" field: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022".
The right to submit written questions related to the items on the EGMS agenda
The shareholders of the Company, regardless of the participation held in the share capital, may submit written questions with respect to the items on the agenda of EGMS. The shareholders shall submit such questions only accompanied by copies of the shareholder's valid identification documents (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative). The written questions, if the case, may be submitted as follows:
c) at the Correspondence Entry or by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 21 April 2022, 16:30 o'clock, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022", or
d) by e-mail having attached an extended electronic signature, in compliance with the Law on Digital Signature no. 455/2001, no later than 21 April 2022, 16:30 o'clock, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022".
Shareholders' participation and vote in the EGMS
The shareholders may attend in person or may be represented in EGMS either by their legal representative or by an appointed representative ("Proxy Holder") having been granted a general or a special power of attorney.
In accordance with the Issuers' Law and Regulation no. 5/2018, in case a shareholder is represented by a credit institution rendering custodian services, the latter may participate and vote in the EGMS based on and within the limits of the voting instructions received by electronic means, without it being necessary for the shareholder to draw up a special or general power of attorney for this purpose, provided that the said custodian credit institution submits to the Company a statement on its own liability, signed by the credit institution's legal representative, stating (i) the name of the shareholder, written clearly, for which the credit institution participates and votes in the EGMS, and (ii) the fact that the credit institution renders custodian services for that respective shareholder. The original said own liability statement shall be submitted:
c) at the Correspondence Entry of the Company or sent by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 48 hours before the date of the first EGMS convening, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022", or
d) by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature No. 455/2001, no later than 48 hours before the date of the first EGMS convening, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022".
The credit institution rendering custodian services will vote in this case through any person within its administration/management body or of its employees; a proof/statement confirming these persons have the said qualities will be submitted together with the original own liability statement above-mentioned.
The general power of attorney shall be granted for a period not exceeding 3 years, unless the parties have expressly provided for a longer period, allowing the Proxy Holder to vote on all issues on the agenda of the general meetings of shareholders of the Company, including with respect to disposal deeds, provided that the general power of attorney: (i) is granted by the shareholder as client, to an intermediary as defined under Issuers' Law or to a lawyer and (ii) states that the Proxy Holder is an intermediary or a lawyer. If the Proxy Holder is a legal person, the mandate may be exercised by any person who is a member of the administrative or management body of the Proxy Holder or who is an employee of the Proxy Holder. The Proxy Holder shall prove its capacity as intermediary or lawyer by providing a statement on the form published together with the supporting materials for the EGMS on the Company's website, signed by the Proxy Holder at the entrance in the meeting room in front of the meeting organizers. Shareholders may not be represented in EGMS based on a general power of attorney by a person who is in a situation of conflict of interests which may arise in particular, if such person is:
e) a majority shareholder of the Company, or another person controlled by such shareholder;
f) a member of the administrative, management or supervisory body of the Company, of a majority shareholder or of a controlled person as provided at letter a);
g) an employee or an auditor of the Company or of a majority shareholder or of controlled entity as provided at letter a);
h) a spouse, relative or in-law up to fourth degree of one of the individuals referred to under letters a) - c).
The general power of attorney must provide at least the following information: (i) the name of the shareholder; (ii) name of the Proxy Holder; (iii) date of the proxy and its validity period, subject to the applicable legal requirements; proxies dated subsequently shall have the effect of revoking previously dated proxies; (iv) clear statement that the shareholder empowers the Proxy Holder to attend and vote on its/his/her behalf by general power of attorney in the general shareholders meeting for the entire holding of the shareholder at the Reference Date, expressly specifying the company/companies for which the general proxy is used, either by naming them separately or referring generically to a certain category of issuers. The general power of attorney ceases its legal effect in accordance with article 202 para. (2) of Regulation no. 5/2018.
Before their first use, copies of the general powers of attorney, in Romanian or English language, bearing the mention "in accordance with the original" and the signature of the Proxy Holder accompanied by a o copy of the valid identity card of the shareholder (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative) shall be submitted:
c) at the Correspondence Entry of the Company or sent by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 48 hours before the date of the first EGMS convening, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022", or
d) by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature No. 455/2001, no later than 48 hours before the date of the first EGMS convening, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022".
The special power of attorney has to contain specific voting instructions for each item on the agenda of the EGMS in respect of which the Proxy Holder is to vote on behalf of the shareholder (i.e.: to vote "for" or "against" or, as the case may be, to mention "abstention"). A shareholder may be represented in the EGMS by a Proxy Holder holding special power of attorney granted only for the EGMS dated 27/28 April 2022.
One original of the special power of attorney, in Romanian or English language, filled in and signed by the shareholder, accompanied by copies of the shareholder's valid identification documents (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative) shall be submitted:
c) at the Correspondence Entry or sent by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 48 hours before the date of the first EGMS convening, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022", or
d) by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature No. 455/2001, no later than 48 hours before the date of the first EGMS convening, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022".
A shareholder may appoint in the power of attorney one or more alternate representatives to ensure its/his/her representation in EGMS, if the Proxy Holder appointed by the power of attorney is unable to fulfill its/his/her mandate. If more alternate representatives are appointed in the power of attorney, the order in which they will exercise their mandate shall be specified.
On the day of the EGMS, upon entering the meeting room, the shareholders - natural persons, in case they attend in person, the shareholders - legal persons / entities without legal personality, in case they attend through their legal representative and the Proxy Holders must present to the Company's representatives in charge with the EGMS organization the original of the identity card/passport for identity check.
The shareholders of the Company registered at the Reference Date in the shareholders' register kept by Depozitarul Central S.A. may vote by correspondence, prior to the EGMS, by using the Voting Bulletin. In case of voting by correspondence, the Voting Bulletin, filled in Romanian or English language and signed, accompanied by a copy of the shareholder's valid identification documents (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative) can be submitted as follows:
c) at the Correspondence Entry or by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 48 hours before the date of the first EGMS convening, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022", or
d) by e-mail having attached an extended electronic signature, in compliance with the Law on Digital Signature no. 455/2001, no later than 48 hours before the date of the first EGMS convening, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 APRIL 2022".
The Voting Bulletins which are not be received at the Correspondence Entry or by e-mail within the above mentioned deadlines shall not be counted for quorum and majority in the EGMS. In case the shareholder who expressed its/his/her vote via Voting Bulletin attends the EGMS, personally or by representative, the vote by correspondence expressed for that EGMS shall be cancelled and only the vote expressed in person or by representative shall be considered. If the person representing the shareholder to the EGMS is other than the person who expressed its/his/her vote via the Voting Bulletin, for the validity of its/his/her vote, it/he/she has to present in the EGMS a written revocation of the vote by correspondence signed by the shareholder or by the representative who expressed its/his/her vote via Voting Bulletin. This is not necessary in case the shareholder or its legal representative attends personally the EGMS.
Please consider that the Correspondence Entry is open during business days between 9:00 - 16:30 o'clock from Monday until Thursday and between 9:00 - 14:00 o'clock on Friday and closed during the non-business days and legal holidays.
When filling in the special powers of attorney and the Voting Bulletins, please consider that new items could be added on the agenda. In this case, OMV Petrom shall make available a revised EGMS agenda according to the law. Moreover, no later than 13 April 2022, the information materials regarding the new items added on the agenda, including the updated special powers of attorney and Voting Bulletins both in Romanian and in English will be made available at the Correspondence Entry and published on the website of the Company (www.omvpetrom.com).
For the avoidance of doubt, if the agenda is supplemented and the shareholders do not send their updated special powers of attorney and/or Voting Bulletins by correspondence, the special powers of attorney and the Voting Bulletins sent prior to publication of the supplemented agenda shall be taken into account only in respect of the points on the initial agenda.
As a general rule, applicable to all situations mentioned above, in accordance with the legislation in force, in case of shareholders that are legal persons or entities without legal personality, the capacity of legal representative shall be attested based on the shareholders' register, as released by Depozitarul Central S.A. However, if the shareholder has not informed on time Depozitarul Central S.A. about its legal representative or this information is not updated in the shareholders' register of OMV Petrom, then the capacity of legal representative shall be attested based on an excerpt issued by the Trade Registry or based on any other document issued by a competent authority from the country where the shareholder is registered, in original or certified copy, within its validity term.
Documents attesting the capacity of the legal representative of the shareholder, as detailed herein, as well as any other documents which need to be transmitted to the Company for exercising certain rights in accordance with this convening notice and the applicable legislation in force which are drafted in a foreign language, other than English language, should be accompanied by a translation made by an authorized translator in Romanian language or English language, with no notarization or apostille required.
Global Depositary Receipts holders
In accordance with Regulation no. 4/2013, the persons holding Global Depositary Receipts ("GDRs") at the Reference Date can vote in the EGMS via Citibank N.A., the issuer of the GDRs ("GDRs Issuer"), which is a shareholder of the Company within the meaning and for the application of the provisions of Regulation no. 5/2018 and Issuers' Law.
The GDRs Issuer is fully responsible for the correct, complete and timely provision of information to the GDRs holders with respect to the EGMS (including supporting materials and documents made available by the Company), in compliance with the documentation for the GDRs issuance and transfer and applicable law.
The GDRs Issuer will vote in the EGMS for and on behalf of the GDRs holders in accordance and within the limits of instructions given by the GDR holders registered with the registrar of the GRDs holders on or about the Reference Date, in compliance with the documentation for the GDRs issuance and transfer and applicable law.
When computing whether the minimum quorum requirements for the EGMS are fulfilled, the Company will take into account only those underlying shares for which the GDRs Issuer has cast votes (including "abstention" votes) in accordance with the instructions given by the GDR holders.
The GDR holder will send to the GDRs Issuer or custodian of the GDRs, in accordance with the documentation for the issuance and transfer of the GDRs, his/her/its voting instructions with respect to the items on the agenda of the EGMS.
The GDRs Issuer is fully responsible for taking all necessary measures so that the entity keeping record of the GDR holders, intermediaries involved in custodian services for the GDR holders and/or any entities involved in the evidence of the GDR holders, report the voting instructions of the GDR holders with respect to the agenda items of the EGMS.
Should the statutory quorum requirements for the EGMS, laid down by the Companies' Law or/and the Company's Articles of Association, not be met on the aforementioned date stated for the first convening, the EGMS is convened on the date of 28 April 2022 (second convening), starting with 12:00 o'clock (Romania time) at OMV Petrom's headquarters located in 22 Coralilor Street, District 1, Bucharest ("Petrom City"), Infinity Building, Oval A with the same agenda as at the first convening.
For details in relation to the processing of personal data and exercise of the related rights in the context of organizing and holding the general shareholders meetings, you can consult the Privacy Policy available on the company's website (www.omvpetrom.com) and you may contact the Data Protection Officer (DPO) directly by email at privacy@petrom.com or by courier to the correspondence address of the company specifying "In the attention of the DPO".
Additional information can be obtained from the Investors Relations Department, at telephone numbers 0800 800 064 (free of charge in Romania) or +40 214.022.206 and from the website of the Company (www.omvpetrom.com).
Christina Verchere
President of the Executive Board
Chief Executive Officer
OMV Petrom S.A.