REG - OMV Petrom S.A. - Notice of AGM

OMV Petrom SAAnnouncement

19/03/2018 17:50

RNS Number : 2072I
OMV Petrom S.A.
19 March 2018
 

Adhoc report
 
In compliance with Law no. 24/2017 on issuers of financial instruments and market operations and National Securities Commission Regulation no. 1/2006 on issuers and operations with securities
 
Date of report: March 19, 2018
Name of issuer: OMV Petrom S.A.
Headquarters: Bucharest, 22 Coralilor Street, District 1, ("Petrom City")
Telephone/fax number: +40 372 160697/ +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:
 
Convening of the Ordinary General Meeting of Shareholders of OMV Petrom S.A. for April 26, 2018
 
 
 
 
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 NSC's Regulations no. 1/2006 on issuers and operations with securities and no. 6/2009 on exercising certain rights of shareholders within general meetings of companies, OMV Petrom S.A. herewith convenes the company's shareholders at the Ordinary General Meeting of Shareholders on April 26, 2018 (the convening notice is attached hereto). 
 
The supporting materials for the items on the Ordinary General Meetings of Shareholders' agenda will be available to the shareholders starting with March 21, 2018, in electronic format on the website of the company (www.omvpetrom.com) and in hardcopy at the registry desk of the company's headquarters. 
 
The convening notice of the Ordinary General Meetings of Shareholders was approved by the Executive Board and subsequently, by the Supervisory Board on March 19, 2018. 
 
The Ordinary General Meeting of Shareholders' convening notice is to be published in the Romanian Official Gazette - Part IV and in two widely-spread newspapers in Romania.
 
Appendix: 
Convening notice of Ordinary General Meeting of Shareholders on April 26, 2018.
 
 
 
 
Mariana Gheorghe                                                                Stefan Waldner
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 5,664,410,833.50 (hereinafter referred to as "OMV Petrom" or the "Company"),
 
Considering mainly the provisions of:
·      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 ("Issuers' Law");
·      National Securities Commission Regulation no. 1/2006 on issuers and operations with securities, with its subsequent amendments and supplementations ("Regulation no. 1/2006");
·      National Securities Commission Regulation no. 6/2009 on exercising certain rights of shareholders within general meetings of companies, with its subsequent amendments and supplementations ("Regulation no. 6/2009");
·      Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts ("Regulation no. 4/2013")
 
hereby convenes the Ordinary General Meeting of Shareholders ("OGMS") on 26 April 2018 (first convening), starting with 09:00 o'clock (Romanian time), at "JW Marriott" Hotel, "Constanta" Room, 90 Calea 13 Septembrie Street, District 5, Bucharest, Romania with the following AGENDA:
 
1.     Approval of the separate financial statements of OMV Petrom for the financial year ended on 31 December 2017 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 2017 financial year.
 
2.     Approval of the consolidated financial statements of OMV Petrom for the financial year ended on 31 December 2017, 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 2017 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 2017 financial year.
 
4.     Approval of the allocation of the profits, determined according to the law, as well as the distribution of dividends for 2017 financial year, as detailed and presented in the supporting materials.
 
5.     Approval of the 2018 Income and Expenditure Budget.
 
6.     Discharge of liability of the members of the Executive Board and of the members of the Supervisory Board for the 2017 financial year.
 
7.     Appointment of 2 (two) new members of the Supervisory Board of OMV Petrom, as follows:
 
7.1  Appointment of a new member of the Supervisory Board of OMV Petrom for the remaining period of the mandate granted to Mr. Mihai Busuioc, further to the waiver of his mandate as member of the Supervisory Board.
 
7.2  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. 
 
 
8.     Establishing the remuneration for the members of the Supervisory Board for the current year and the general limit of the additional remunerations for the Supervisory Board members who were assigned specific positions within the Supervisory Board.
 
9.     Appointment of the Company's financial auditor, considering the expiry of the term of the current audit service agreement, establishment of the minimum duration of the audit service agreement and the remuneration of the financial auditor.
 
10.   Approval of 25 May 2018 as Registration Date for identifying the shareholders upon which the resolutions of the OGMS will take effect as per article 86, para. (1) of Issuers' Law and of 24 May 2018 as Ex-Date.
 
11.   Approval of 19 June 2018 as Payment Date for payment of dividends for 2017 financial year.
 
12.   Empowering individually each of Mrs. Mariana Gheorghe, President of Executive Board and Chief Executive Officer and Mr. Stefan Waldner, member of the Executive Board and Chief Financial 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. Each of Mrs. Mariana Gheorghe and Mr. Stefan Waldner 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 13 April 2018 (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, the financial statements for the year ended on 31 December 2017, the Independent Auditor's Report, the Annual Report, which includes the Report of the Executive Board, the Report of the Supervisory Board for 2017 financial year the Report of payments to governments for 2017 financial year, the proposal of the 2018 Income and Expenditure Budget, the Executive Board's proposal regarding the allocation of the profits determined according to the law and distribution of dividends for 2017 financial year, accompanied by the related details on the distribution of dividends, the list of the 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, 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 documents and informing materials related to the items included on the agenda of OGMS will be available both in Romanian and in English language starting with 21 March 2018, 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). The proposals for the new items to be added to the agenda of the OGMS and the proposals for the draft resolutions (if applicable) received in due time, as detailed herein and in compliance with the requirements of the law, as well as the updated list including information about the name, domicile and professional qualifications of the candidates proposed to be appointed as members of the Supervisory Board will be made available by the same communication means after OMV Petrom receives such information from the entitled shareholders. 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.
 
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 add new items on the agenda of the OGMS.
 
Proposals with respect to adding new items on the agenda of the OGMS, 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 6 April 2018, 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 2018", or
b)   by e-mail having attached an extended electronic signature, in compliance with Law on digital signature no. 455/2001, no later than 6 April 2018, 14:00 o'clock, at aga@petrom.com  indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2018".
 
The Initiators are also entitled to submit draft resolutions for the items on the agenda or proposed to be added on the agenda of OGMS. The draft resolutions with respect to the items already on the agenda or items proposed to be added on the agenda of OGMS will be accompanied by copies of the Initiators' valid identification documents (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative) and 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 6 April 2018, 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 2018", or
b)   by e-mail having attached an extended electronic signature in compliance with Law on Digital Signature No. 455/2001, no later than 6 April 2018, 14:00 o'clock, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2018". 
 
The shareholders of the Company, regardless of the participation held in the share capital, may submit proposals of candidates for the appointment of members of the Supervisory Board, containing information about the name, domicile and professional qualifications of the proposed persons, 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), as follows:
 
a)   at the Correspondence Entry or by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 6 April 2018, 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 2018", or
b)   by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature No. 455/2001, no later than 6 April 2018, 14:00 o'clock, at aga@petrom.com  indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2018".
 
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 24 April 2018, 09:00 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 2018", 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 24 April 2018, 09:00 o'clock, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2018".
 
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.
 
The general power of attorney shall be granted for a period not exceeding 3 years, expressly 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 forth 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. The general power of attorney ceases its legal effect in accordance with article 151 para (2) of Regulation no. 6/2009.
 
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 o 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 24 April 2018, 09:00 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 2018", or
b)   by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature No. 455/2001, no later than 24 April 2018, 09:00 o'clock, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2018". 
 
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.: vote "for" or "against" or "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 2018.
 
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 24 April 2018, 09:00 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 2018", or
 
b)   by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature No. 455/2001, no later than 24 April 2018, 09:00 o'clock, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2018".
 
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.  
 
The general and special power of attorney forms shall be made available by the Company and can be obtained starting with 21 March 2018 from the Correspondence Entry of the Company and from the Company's website (www.omvpetrom.com). The special power of attorney form shall be updated in case new items will be added on the agenda of the OGMS.
 
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 organisation 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. The Voting Bulletin form is made available, starting with 21 March 2018, at the Correspondence Entry and is published on the website of the Company (www.omvpetrom.com) and will be updated if new items are added on the agenda of the OGMS.
 
In case of voting by correspondence, the Voting Bulletin, filled in 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 24 April 2018, 09:00 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 2018", 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 24 April 2018, 09:00 o'clock, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2018".
 
The Voting Bulletins which will not be received at the Correspondence Entry or by e-mail within the above mentioned deadlines shall not be counted towards the quorum and majority in the OGMS. In case the shareholder who expressed his vote via Voting Bulletin attends personally or by representative the OGMS, 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 his vote via the Voting Bulletin, for the validity of his vote he has to present in the OGMS a written revocation of the vote by correspondence signed by the shareholder or by the representative who expressed his vote via Voting Bulletin. This is not necessary in case the shareholder or his legal representative attends personally 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. For clarity purposes, we mention that the Correspondence Entry is open on 6 April 2018 (Good Friday) between 9:00 - 14:00 o'clock.
 
When filling in the special powers of attorney and the Voting Bulletins, please consider that new items could be added on the Agenda, in which case the supplemented agenda will be published no later than 12 April 2018. In this case, 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) starting with the date of publication of the supplemented agenda.
 
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 / 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, issued the latest 3 months before the date when the OGMS convening notice is published.
 
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. 6/2009.
 
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 2018 (second convening), starting with 09:00 o'clock (Romanian time) at OMV Petrom headquarters located in 22 Coralilor Street, District 1, Bucharest ("Petrom City"), Infinity building, Oval B with the same agenda as at the first convening.
 
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).
 
 
Mariana Gheorghe
President of the Executive Board
Chief Executive Officer
 
OMV Petrom S.A.



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