16 Apr 2020 07:00
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's Regulation no. 5/2018 on issuers of financial instruments and market operations and Financial Supervisory Authority's Regulation no. 5/2020 for the adoption of measures regarding the conduct of general meetings of the issuers during the existence of the state of emergency generated by COVID-19
Date of report: 16 April 2020
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:
Information regarding the way of conducting the Ordinary General Meeting of Shareholders of OMV Petrom S.A. convened for 27/28 April 2020 in the context of COVID-19 pandemic and the impact of COVID-19 on OMV Petrom's financial and operational results
Considering the Decree of the President of Romania no. 195/2020 regarding the establishment of the state of emergency in the territory of Romania, the Decree of the President of Romania no. 240/2020 regarding the extension of the state of emergency in the territory of Romania, the subsequent Military Ordinances regarding the measures to prevent the spread of COVID-19, as well as the Financial Supervisory Authority's Regulation no. 5/2020 for the adoption of measures regarding the conduct of the general meetings of the issuers during the existence of the state of emergency generated by COVID-19,
OMV Petrom SA (OMV Petrom or the Company) issues this ad-hoc report through which:
1. Reiterates the recommendation to its shareholders to use electronic / remote interaction means regarding the Ordinary General Meeting of Shareholders (OGMS) of OMV Petrom S.A. convened for 27/28 April 2020, as follows:
a) to access the supporting materials related to the OGMS, in electronic format, available on the Company's website, avoiding, as much as possible, to personally take them, from the Company's registry desk;
b) to vote by correspondence, by using the voting bulletin;
c) to send by e-mail having attached extended electronic signature, avoiding, as much as possible, the submission in hardcopy by mail, courier or personal submission at the Company's registry desk: (i) written questions regarding the OGMS, (ii) voting bulletins for voting by correspondence or (iii) the powers of attorney for representation in the OGMS.
The convening notice, the voting bulletins for voting by correspondence in the OGMS, as well as the other documents and supporting materials regarding the items included on the OGMS agenda are available on the Company's website www.omvpetrom.com, in the section "Investors", sub-section "General Meeting of Shareholders".
In addition, in order to support the shareholders and facilitate the submission of the votes by correspondence and of the potential questions before the OGMS date, we mention that the presentations of the Chief Executive Officer (Overview on the year 2019 and response to COVID-19) and of the Chief Financial Officer (Results of the year 2019), which, as a general rule, are presented during the OGMS and made available on the Company's website after the end of the meeting, will be available this year on the Company's website under the section "Investors", the sub-section "General Meeting of Shareholders" as of today, 16 April 2020.
2. Informs the shareholders that OMV Petrom will apply the restrictions in force at the OGMS date regarding the limitation of the number of participants in events held in closed spaces or regarding the explicit prohibition of holding the OGMS with physical presence, as the case may be, depending on the express decisions taken by the authorities up to the OGMS date.
3. Warns the shareholders that participation in public events / meetings held in closed spaces, under the conditions imposed by the authorities at that time, exposes the participants to a possible contamination with SARS-CoV-2, and OMV Petrom and / or its management cannot be held responsible for such risk.
If, until the OGMS date, the State authorities do not explicitly prohibit the general meetings of shareholders with physical presence and there are shareholders who, despite the recommendations, still wish to participate personally or by proxy in the OGMS, they are requested, to the extent as possible, to notify OMV Petrom of such an intention, until 22 April 2020, 16:30 (Romanian time) at the e-mail address aga@petrom.com, in order to allow the Company to take all the organizational measures that are required in this context. Likewise, we emphasize that shareholders who are willing to participate in person must take into account the legal provisions in force on the date of the OGMS. The participation of the shareholders to OGMS with the violation of the legal provisions in force at the time of the event is exclusively in their responsibility and the Company and/or its management will not be held responsible.
Additional information can be obtained from the Company's website www.omvpetrom.com or by contacting directly:
· Legal Department - by e-mail at aga@petrom.com for information regarding the organization of the OGMS;
· Investor Relations Department - by email at investor.relations.petrom@petrom.com for information regarding investor relations in general.
As a separate note, with regards to Note 5 on the agenda of the OGMS, the 2020 Income and Expenditure Budget reflects the assumptions made before the COVID-19 pandemic. The company continuously monitors the situation and will offer the best estimates regarding the measures to address this crisis and the 2020 expected evolution of key operational and market indicators, on 29 April 2020 when Q1/20 consolidated results are published.
Christina Verchere Alina Popa
Chief Executive Officer Chief Financial Officer
President of the Executive Board Member of the Executive Board