10 Jan 2020 13:25
OMV Petrom S.A.
Ad hoc report
In compliance with 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
Date of report: 10 January 2020
Name of issuer: OMV Petrom S.A. ("OMV Petrom")
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:
Request from the Ministry of Economy, Energy and Business Environment (former Ministry of Energy) on behalf of the Romanian State regarding the convening of the ordinary general meeting of shareholders (OGMS) of OMV Petrom
OMV Petrom informs about the receipt of a request to convene the OMV Petrom OGMS, filed by the Ministry of Economy, Energy and Business Environment (former Ministry of Energy) on behalf of the Romanian State, in its capacity as shareholder holding 11,690,694,418 shares, representing 20.6389% of the OMV Petrom's share capital.
The request is made on the basis of art. 119 of the Companies' Law no. 31/1990, art. 92 of Law no. 24/2017 on issuers of financial instruments and market operations and art. 189 of the Financial Supervisory Authority's Regulation no. 5/2018 on issuers of financial instruments and market operations.
The translation for convenience purpose of the request is attached in Appendix to this ad hoc report.
OMV Petrom shall act in accordance with the applicable legal provisions.
Christina Verchere Alina Popa
Chief Executive Officer Chief Financial Officer
President of the Executive Board Member of the Executive Board
Appendix: Address Ministry of Economy Energy and Business Environment
Ministry of Economy, Energy and Business Environment
Minister Cabinet no. 154/09.01.2020
[OMV Petrom SA entry: C.V. no. 2 dated 09.01.2020]
To: OMV Petrom SA
Ms. Christina Verchere, CEO and President of the Executive Board
For information: Mr. Rainer Seele, President of the Supervisory Board
The Ministry of Economy, Energy and Business Environment, on behalf of the Romanian State, as shareholder holding a number of 11,690,694,418 shares representing 20.6389% of the share capital of OMV Petrom SA, pursuant to the provisions of:
- art. 119 of the Companies' Law no. 31/1990, republished, with the subsequent modifications and completions;
- art. 92 of the Law no. 24/2017 on issuers of financial instruments and market operations;
- art. 189 of the Regulation no. 5/2018 on issuers of financial instruments and market operations;
requests the Executive Board to convene the ordinary general meeting of the shareholders to debate on and approve the following topics:
1. Revocation of Ms. Sevil SHHAIDEH from her capacity as member of the Supervisory Board of OMV PETROM SA;
2. Election of a member in the Supervisory Board of OMV PETROM SA;
3. Approval of the duration of the mandate of newly elected member of the Supervisory Board;
4. Empowerment of Ms. Christina VERCHERE, CEO and President of the Executive Board to sign on behalf of the shareholders, the OGMS resolution and to fulfill any necesary act or formality required by law for the registration of the OGMS resolutions. Ms. Christina VERCHERE may delegate all or part of the powers conferred above to any competent person to fulfill this mandate.
At the same time, we propose the following draft resolutions:
1. Approves the revocation of Ms. Sevil SHHAIDEH from her capacity as member of the Supervisory Board of OMV PETROM SA;
2. Approves the appointment of Mr. / Ms. .... as member of the Supervisory Board of OMV PETROM SA;
3. Approves that the duration of the mandate of the new member elected in the Supervisory Board to be for the remaing duration of the predecessor's mandate, respectively until April 28, 2021;
4. Approves the empowerment of Ms. Christina VERCHERE, CEO and President of the Executive Board to sign on behalf of the shareholders, the OGMS resolution and to fulfill any act or formality required by law for the registration of the OGMS resolutions. Ms. Christina VERCHERE may delegate all or part of the powers conferred above to any competent person to fulfill this mandate.
The reference date will be established by the issuer, according to the provisions of art. 192 of Regulation no. 5/2018.
Regards,
Minster of Economy, Energy and Business Environment
Virgil - Daniel POPESCU