REG - OMV Petrom S.A. - EGMS resolutions and decisions

OMV Petrom SAAnnouncement

28/04/2022 07:00

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RNS Number : 6093J  OMV Petrom S.A.  27 April 2022

 

 

 

 

 

 

 

OMV Petrom S.A.

Ad-hoc report

April 27, 2022

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: April 27, 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: J40/8302/1997

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:

 

Resolutions of the Extraordinary General Meeting of Shareholders of OMV Petrom
S.A. dated April 27, 2022.

 

 

 

 

 

 

Christina
Verchere
Alina Popa

Chief Executive Officer
 
Chief Financial Officer

President of the Executive Board
                                    Member
of the Executive Board

 

 

 

 

 Resolution no. 1

 of the Extraordinary General Meeting of Shareholders

 of OMV Petrom S.A. of

 27 April 2022

 The Extraordinary General Meeting of Shareholders of OMV PETROM S.A., a
 company managed in a two-tier system, incorporated and functioning under the
 laws of Romania, registered with the Trade Registry Office of Bucharest Court
 under number J40/8302/1997, fiscal code 1590082, having its headquarters at 22
 Coralilor Street, District 1, Bucharest ("Petrom City"), with a subscribed and
 paid share capital of RON 5,664,410,833.50 divided in 56,644,108,335 common,
 nominative shares having a face value of RON 0.1 each (hereinafter referred to
 as "OMV Petrom" or the "Company"), held on 27 April 2022 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, at
 the first convening (hereinafter referred to as the "EGMS"),

 Considering:

 ·      The convening notice of the EGMS published in the Official
 Gazette of Romania, Part IV, no. 1163 of 21 March 2022 and in the following
 widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 21 March 2022,

 ·      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 decides upon items on the agenda EGMS no. 1, 2, 3, 6 and 7, as follows:

 Item 1.  With the affirmative votes of the shareholders representing
 87.29545% of the share capital and 96.47141% of the total votes held by the
 present or represented shareholders, approves 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.

 Item 2.  With the affirmative votes of the shareholders representing
 87.29545% of the share capital and 96.47141% of the total votes held by the
 present or represented shareholders, approves 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.

 Item 3.  With the affirmative votes of the shareholders representing
 87.29545% of the share capital and 96.47141% of the total votes held by the
 present or represented shareholders, ratifies 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.

 Item 6.   With the affirmative votes of the shareholders representing
 87.50744% of the share capital and 96.70568% of the total votes held by the
 present or represented shareholders, approves, in accordance with article 176,
 paragraph (1) of Regulation no. 5/2018, 13 May 2022 as Record Date for
 identifying the shareholders upon which the resolutions of the EGMS will take
 effect, computed as per article 87, paragraph (1) of Issuers' Law and 12 May
 2022 as Ex-Date, computed as per article 2 paragraph (2) letter l) of
 Regulation no. 5/2018.

 Item 7.     With the affirmative votes of the shareholders representing
 87.50744% of the share capital and 96.70568% of the total votes held by the
 present or represented shareholders, approves the empowerment of 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.

 This resolution is signed today, 27 April 2022.

 

Christina Verchere

Chief Executive Officer

President of the Executive Board

 

 Resolution no. 2

 of the Extraordinary General Meeting of Shareholders

 of OMV Petrom S.A. of

 27 April 2022

 The Extraordinary General Meeting of Shareholders of OMV PETROM S.A., a
 company managed in a two-tier system, incorporated and functioning under the
 laws of Romania, registered with the Trade Registry Office of Bucharest Court
 under number J40/8302/1997, fiscal code 1590082, having its headquarters at 22
 Coralilor Street, District 1, Bucharest ("Petrom City"), with a subscribed and
 paid share capital of RON 5,664,410,833.50 divided in 56,644,108,335 common,
 nominative shares having a face value of RON 0.1 each (hereinafter referred to
 as "OMV Petrom" or the "Company"), held on 27 April 2022 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, at
 the first convening (hereinafter referred to as the "EGMS"),

 Considering:

 ·      The convening notice of the EGMS published in the Official
 Gazette of Romania, Part IV, no. 1163 of 21 March 2022 and in the following
 widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 21 March 2022,

 ·      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 decides upon items on the agenda EGMS no. 4, 5, 6 and 7, as follows:

 Item 4, sub-item 4.1. With the affirmative votes of the shareholders
 representing 87.29532% of the share capital, 87.29564% of the total voting
 rights and 96.47127% of the total votes held by the present or represented
 shareholders, approves 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 (i.e. maximum
 RON 2,832,205,416.75), representing authorized share capital, by issuing new
 nominative ordinary shares, in dematerialized form, each share having a
 nominal value of RON 0.1, at a price of RON 0.1 per share, equal to the
 nominal value, without a share premium, 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);

 The value of the land plots representing the in-kind contribution shall be
 determined, in accordance with Government Decision no. 834/1991 and applicable
 legal provisions, by the independent expert valuator appointed by the
 Bucharest Trade Registry to evaluate the land plots for the in kind
 contribution.

 (ii)   the cash contribution of the other shareholders/holders of preference
 rights, resulted from exercising their preference right, granted as a result
 of the in-kind contribution of the Romanian State represented the Ministry of
 Energy.

 Item 4, sub-item 4.2. With the affirmative votes of the shareholders
 representing 87.29532% of the share capital, 87.29564% of the total voting
 rights and 96.47127% of the total votes held by the present or represented
 shareholders, approves 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, including, but
 without being limited, to the following:

 a)   the approval of the share capital increase by in-kind contribution of
 the Romanian State represented by the Ministry of Energy, by the value of the
 land plots for which land ownership certificates have been obtained by the
 Company, based on the land valuation report drawn up by the independent expert
 valuator appointed by the Bucharest Trade Registry, pursuant to the Government
 Decision no. 834/1991 and applicable legal provisions, and, respectively, by
 the cash contribution of the other shareholders/holders of preference rights,
 resulting from exercising their preference rights;

 b)   establishing the "record date", being the date used to identify the
 shareholders which will benefit of the preference rights related to the share
 capital increase, pursuant to the decision of the Executive Board to increase
 the share capital by the in-kind contribution of the Romanian State,
 represented by the Ministry of Energy and, respectively, by the cash
 contribution of the other shareholders/holders of preference rights, resulting
 from exercising their preference rights;

 c)   establishing also the "Ex-date", the "payment date" and any other dates
 relevant for such corporate event, as per the Financial Supervisory Authority
 Regulation no. 5/2018;

 d)   establishing the actual subscription period and the subscription
 procedure;

 e)   approval of the prospectus and of the share capital increase offering
 notice after completion thereof by the intermediary;

 f)    approval of the underwriting agreement with intermediary, as well as
 of any other document required to have the shares and global depositary
 receipts (GDR) admitted for trading and registered with any required
 registers, plus any other deeds or documents required for completion of the
 share capital increase, even if not specifically referred to in this
 resolution;

 g)   taking note of the status of subscriptions, cancellation of any
 unsubscribed shares, and approval of the share capital resulted from the share
 capital increase operation, subject to the limits of the authorized share
 capital;

 h)   executing, through its representatives, any documents, and taking any
 actions for implementing this resolution, including, but without limitation
 to, the approval and execution of the Company's updated Articles of
 Association reflecting the amendment in accordance with the above mentioned
 approvals, as well as the registration of the share capital increase operation
 with the Bucharest Trade Registry and with other relevant authorities;

 i)    executing, through its representatives, any other deeds or documents
 and taking any other actions which, while not specifically indicated in this
 resolution, are necessary or useful to attain the above mentioned purposes.

 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).

 Item 5, sub-item 5.1.     With the affirmative votes of the shareholders
 representing 87.29545% of the share capital, 87.29576% of the total voting
 rights and 96.47141% of the total votes held by the present or represented
 shareholders, approves 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)."

 Item 5, sub-item 5.2.     With the affirmative votes of the shareholders
 representing 87.50730% of the share capital and 96.70553% of the total votes
 held by the present or represented shareholders, approves 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."

 Item 5, sub-item 5.3.     With the affirmative votes of the shareholders
 representing 87.50730% of the share capital and 96.70553% of the total votes
 held by the present or represented shareholders, approves the empowerment of
 any two members of the Executive Board to sign the Company's updated Articles
 of Association reflecting the amendment of Article 8, as mentioned above, as
 well as the removal of the outdated shareholding structure of the Company from
 article 7 of the Articles of Association.

 Item 6.   With the affirmative votes of the shareholders representing
 87.50744% of the share capital and 96.70568% of the total votes held by the
 present or represented shareholders, approves, in accordance with article 176,
 paragraph (1) of Regulation no. 5/2018, 13 May 2022 as Record Date for
 identifying the shareholders upon which the resolutions of the EGMS will take
 effect, computed as per article 87, paragraph (1) of Issuers' Law and 12 May
 2022 as Ex-Date, computed as per article 2 paragraph (2) letter l) of
 Regulation no. 5/2018.

 This resolution is signed today, 27 April 2022.

Christina Verchere

Chief Executive Officer

President of the Executive Board

 

 

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