REG - OMV Petrom S.A. - EGMS Resolutions

OMV Petrom SAAnnouncement

26/04/2023 16:45

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RNS Number : 5921X  OMV Petrom S.A.  26 April 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: 26 April 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 securities 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 26 April 2023.

 

 

 

 

 

 

 

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

 26 April 2023

 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 6,231,166,705.80 divided in 62,311,667,058 common,
 nominative shares having a face value of RON 0.1 each (hereinafter referred to
 as "OMV Petrom" or the "Company"), held on 26 April 2023 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. 1319 of 20 March 2023 and in the following
 widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 20 March 2023,

 ·      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 decides upon items on the agenda EGMS no. 1, 2, 3 and 4, as follows:

 Item 1.  With the affirmative votes of the shareholders representing
 90.992636% of the share capital and 99.731646% of the total votes held by the
 present or represented shareholders, approves 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.

 Item 2.  With the affirmative votes of the shareholders representing
 90.992835% of the share capital and 99.731864% of the total votes held by the
 present or represented shareholders, approves the 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.

 Item 3.   With the affirmative votes of the shareholders representing
 91.228478% of the share capital and 99.990138% of the total votes held by the
 present or represented shareholders, approves, in accordance with article 176,
 paragraph (1) of Regulation no. 5/2018, 15 May 2023 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
 2023 as Ex-Date, computed as per article 2 paragraph (2) letter l) of
 Regulation no. 5/2018.

 Item 4.     With the affirmative votes of the shareholders representing
 91.228329% of the share capital and 99.989975% 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, 26 April 2023.

 Christina Verchere

 Chief Executive Officer

 President of the Executive Board

 

 

 

 

 

 

 

 

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