REG - OMV Petrom S.A. - Convening notice: OGMS and EGMS for 26 April 2023

OMV Petrom SAAnnouncement

16/03/2023 16:00

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RNS Number : 2682T  OMV Petrom S.A.  16 March 2023

 

 

 

 

 

 

 

 

 

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: 16 March 2023

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: RON 6,231,166,705.80

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 26 April
2023 (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 26
April 2023 (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 26 April
2023 (first convening).

Ø Convening notice of Extraordinary General Meeting of Shareholders on 26
April 2023 (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 6,231,166,705.80 (hereinafter referred to as "OMV Petrom" or the
"Company"),

 

Considering mainly the provisions of:

·      OMV Petrom's Articles of Association in force as of 19 October
2022 (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 26
April 2023 (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 2022, 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 2022 financial year.

 

2.     Approval of the consolidated financial statements of OMV Petrom for
the financial year ended on 31 December 2022, 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 2022 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 2022 financial
year.

 

4.     Approval of the allocation of the profits, determined according to
the law, as well as the distribution of dividends for 2022 financial year.

 

5.     Approval of the payment agent for the payment of the dividends,
distributed as per item 4 above.

 

6.     Approval of the 2023 Income and Expenditure Budget.

 

7.     Approval of the discharge of liability of the members of the
Executive Board and of the members of the Supervisory Board for the 2022
financial year.

 

8.     Appointment of a new member of the Supervisory Board of OMV Petrom
for the remaining period of the mandate granted to Mrs. Elena Skvortsova,
further to the waiver of her mandate as member of the Supervisory Board.

 

9.     Appointment of a new member of the Supervisory Board of OMV Petrom
for the remaining period of the mandate granted to Mr. Johann Pleininger,
further to the waiver of his mandate as member of the Supervisory Board.

 

10.   Appointment of a new member of the Supervisory Board of OMV Petrom for
the remaining period of the mandate granted to Mr. Daniel Turnheim, further to
the waiver of his mandate as member of the Supervisory Board.

 

11.   Vote on the Remuneration Report for the members of the Executive Board
and for the members of the Supervisory Board for 2022 financial year.

 

12.   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.

 

13.   Approval of the appointment of the Company's financial auditor and of
the minimum duration of the audit service agreement.

 

14.   Approval of the remuneration of the financial auditor appointed as per
item 13 above.

 

15.   Approval of 15 May 2023 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 2023 as Ex-Date.

 

16.   Approval of 7 June 2023 as Payment Date for payment of dividends for
2022 financial year.

 

17.   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 12 April
2023 (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 financial statements for the year
ended on 31 December 2022, 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 2022 financial
year, the Executive Board's proposal regarding the allocation of the profits
determined according to the law and distribution of dividends for 2022
financial year, the proposal of the 2023 Income and Expenditure Budget, the
list of 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, including the template form for candidate's
information notice for personal data processing, the Remuneration Report for
the members of the Executive Board and for the members of the Supervisory
Board for 2022 financial year, the draft OGMS resolutions, the template forms
of the general and special powers of attorney and correspondence voting
bulletins ("Voting Bulletin") for OGMS, as well as the other documents and
informing materials related to the items included on the agenda of OGMS and
the Rules and procedures of the general meetings of shareholders of OMV PETROM
S.A. updated and applicable as of 16 March 2023 will be available both in
Romanian and in English languages no later than 20 March 2023, 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
(http://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 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 5 April 2023, 16:30
o'clock, in a sealed envelope bearing the clearly written statement in capital
letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL
2023", or

b)   by e-mail having attached an extended electronic signature, in
compliance with Law on Digital Signature no. 455/2001, no later than 5 April
2023, 16:30 o'clock, at aga@petrom.com (mailto:aga@petrom.com) indicating in
the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF 26/27 APRIL 2023".

 

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 5 April 2023, 16:30
o'clock, in a sealed envelope bearing the clearly written statement in capital
letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL
2023", or

b)   by e-mail having attached an extended electronic signature in
compliance with Law on Digital Signature No. 455/2001, no later than 5 April
2023, 16:30 o'clock, at aga@petrom.com (mailto:aga@petrom.com) , indicating in
the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF 26/27 APRIL 2023".

 

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 2023, 14:00
o'clock, in a sealed envelope bearing the clearly written statement in capital
letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL
2023", 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 2023, 14:00 o'clock, at aga@petrom.com (mailto:aga@petrom.com) ,
indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF
SHAREHOLDERS OF 26/27 APRIL 2023".

 

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 26/27 APRIL 2023", 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
(mailto:aga@petrom.com) , indicating in the "subject matter" field: "FOR THE
ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023".

 

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 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 26/27 APRIL 2023", 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
(mailto:aga@petrom.com) , indicating in the "subject matter" field: "FOR THE
ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023".

 

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 26/27 April 2023.

 

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 26/27 APRIL 2023", 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
(mailto:aga@petrom.com) , indicating in the "subject matter" field: "FOR THE
ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023".

 

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 26/27 APRIL 2023", 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
(mailto:aga@petrom.com) , indicating in the "subject matter" field: "FOR THE
ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023".

 

The Voting Bulletins which are not 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.

 

In accordance with article 197 of Regulation no. 5/2018, the shareholders of
the Company registered at the Reference Date in the shareholders' register
kept by Depozitarul Central S.A. may also vote before OGMS meeting by
electronic means via eVOTE online platform, until 25 April 2023, 14:00
o'clock, by accessing the link: https://snp.evote.ro/login on any device
connected to the internet and following the steps detailed therein. After
receiving the shareholders' register at the Reference Date from Depozitarul
Central S.A., the Company will issue an ad-hoc report announcing the
availability of electronic voting option for this OGMS. The procedure for
electronic voting via eVOTE online platform is included in the Company's Rules
and procedures of the general meetings of shareholders published together with
the information materials for 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 11 April 2023, 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 (http://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 27 April 2023 (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 (http://www.omvpetrom.com) ) and you may
contact the Data Protection Officer (DPO) directly by email at
privacy@petrom.com (mailto: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
(http://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 6,231,166,705.80 (hereinafter referred to as "OMV Petrom" or the
"Company"),

 

Considering mainly the provisions of:

·      OMV Petrom's Articles of Association in force as of 19 October
2022 (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 Extraordinary General Meeting of Shareholders ("EGMS") on
26 April 2023 (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:

 

1.   Approval of the delisting of the global depositary receipts ("GDRs") issued by Citibank N.A. ("Citibank"), admitted to listing on the standard segment of the Official List of the UK Financial Conduct Authority and admitted to trading on the main market for listed financial instruments of the London Stock Exchange, with the following identification numbers and trading symbols, each GDR representing 150 underlying shares issued by the Company:

·      ISIN for GDRs issued under Regulation S: US67102R3049

·      Trading symbol for GDRs issued under Regulation S on the London
Stock Exchange: PETB

·      ISIN for GDRs issued under Rule 144A: US67102R2058

·      Trading symbol for GDRs issued under Rule 144A on the London
Stock Exchange: PETR

as well as of the subsequent termination of the GDRs programme.

 

2.    Empowering the Executive Board of OMV Petrom to establish the
details of the delisting of the GDRs and the subsequent termination of the
Company's GDRs programme including, but not limited to, determining the period
during which GDR holders will be able to convert their GDRs into shares, the
relevant matters regarding the sale of the underlying shares in accordance
with the Regulation no. 4/2013 after the delisting of the GDRs and the
effective date of delisting, to terminate the contractual relationship between
OMV Petrom and Citibank under the letter agreement dated 19 October 2016 (as
subsequently amended and supplemented) and, respectively, the related deposit
agreements dated 19 October 2016, as well as to perform and complete any other
necessary or useful action or formality for the implementation of the mandate
granted through this resolution. Such empowerment of the Executive Board is
valid until 31 December 2024.

 

3.     Approval of 15 May 2023 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 2023 as Ex-Date.

 

4.     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 12 April
2023 (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 and
the Rules and procedures of the general meetings of shareholders of OMV PETROM
S.A. updated and applicable as of 16 March 2023 will be available both in
Romanian and in English languages no later than 20 March 2023, 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
(http://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 5 April 2023, 16:30
o'clock, in a sealed envelope bearing the clearly written statement in capital
letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL
2023", or

d)   by e-mail having attached an extended electronic signature, in
compliance with Law on Digital Signature no. 455/2001, no later than 5 April
2023, 16:30 o'clock, at aga@petrom.com (mailto:aga@petrom.com) indicating in
the "subject matter" field: "FOR THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF 26/27 APRIL 2023".

 

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 2023, 14:00
o'clock, in a sealed envelope bearing the clearly written statement in capital
letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL
2023", 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 2023, 14:00 o'clock, at aga@petrom.com (mailto:aga@petrom.com) ,
indicating in the "subject matter" field: "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023".

 

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 26/27 APRIL 2023", 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
(mailto:aga@petrom.com) , indicating in the "subject matter" field: "FOR THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023".

 

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 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 26/27 APRIL 2023", 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
(mailto:aga@petrom.com) , indicating in the "subject matter" field: "FOR THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023".

 

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 26/27 April 2023.

 

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 26/27 APRIL 2023", 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
(mailto:aga@petrom.com) , indicating in the "subject matter" field: "FOR THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023".

 

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 26/27 APRIL 2023", 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
(mailto:aga@petrom.com) , indicating in the "subject matter" field: "FOR THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023".

 

The Voting Bulletins which are not 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.

 

In accordance with article 197 of Regulation no. 5/2018, the shareholders of
the Company registered at the Reference Date in the shareholders' register
kept by Depozitarul Central S.A. may also vote before EGMS meeting by
electronic means via eVOTE online platform, until 25 April 2023, 14:00
o'clock, by accessing the link: https://snp.evote.ro/login on any device
connected to the internet and following the steps detailed therein. After
receiving the shareholders' register at the Reference Date from Depozitarul
Central S.A., the Company will issue an ad-hoc report announcing the
availability of electronic voting option for this EGMS. The procedure for
electronic voting via eVOTE online platform is included in the Company's Rules
and procedures of the general meetings of shareholders published together with
the information materials for 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 11 April 2023, 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 (http://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 GDRs at the
Reference Date can vote in the EGMS via Citibank, 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 27 April 2023 (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 (http://www.omvpetrom.com) ) and you may
contact the Data Protection Officer (DPO) directly by email at
privacy@petrom.com (mailto: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
(http://www.omvpetrom.com) ).

 

 

 

Christina Verchere

President of the Executive Board

Chief Executive Officer

 

OMV Petrom S.A.

 

 

 

 

 

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