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RNS Number : 8025T OMV Petrom S.A. 26 July 2022
OMV Petrom S.A.
Ad hoc report
In compliance with Law no. 24/2017 on issuers of financial instruments and
market operations and Financial Supervisory Authority Regulation no. 5/2018 on
issuers of financial instruments and market operations
Date of report: July 26, 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 securities are traded: Bucharest Stock
Exchange and London Stock Exchange
Significant event to be reported:
Resolution of the Ordinary General Meeting of Shareholders of OMV Petrom S.A.
dated July 26, 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
Ordinary General Meeting of Shareholders
of OMV Petrom S.A. of
26 iulie 2022
The Ordinary 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 26 July 2022 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, at
the first convening (hereinafter referred to as the "OGMS"),
Considering:
· The convening notice of the OGMS published in the Official
Gazette of Romania, Part IV, no. 2646 of 23 June 2022 and in the following
widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 23 June 2022,
· OMV Petrom's Articles of Association in force as of 23 April 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, with its subsequent amendments and supplementations, 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 OGMS no. 1, 2, 3 and 4, as follows:
Item 1. a) With the affirmative votes of the shareholders representing
91.37375% of the share capital and 100% of the casted votes, approves the
Executive Board's proposal regarding the distribution of a special dividend,
as follows:
(i) a special dividend with a gross value amounting to RON 0.0450 per
share to OMV Petrom's shareholders; the payment of dividends is to be made in
RON to OMV Petrom's shareholders registered with the shareholders registry
kept by Depozitarul Central S.A. on the Record Date established by this OGMS
(the Record Date proposed to be approved by OGMS being August 11, 2022),
starting with the Payment Date established by this OGMS (the Payment Date
proposed to be approved by OGMS being September 2, 2022); the net special
dividend and related tax on dividend is to be determined using the following
computation method: the gross special dividend corresponding to each
shareholder will be computed by multiplying the number of shares held at the
Record Date by the respective shareholder with the gross special dividend per
share; the resulting amount will be then rounded down to two decimals
according to the Code of Depozitarul Central S.A. with its subsequent
amendments and supplementations; afterwards, the tax on dividend will be
computed by applying the relevant tax rate to gross dividends already rounded
down to two decimals; the amount of the net dividend to be paid will represent
the difference between the gross dividend rounded down to two decimals and the
amount of the related tax on dividends rounded up/down according to the legal
provisions.
Item 1. b) With the affirmative votes of the shareholders representing
91.37375% of the share capital and 100% of the casted votes, approves, in line
with the capital market legislation requirements for the payment of dividends,
the payment of dividends is to be made through Depozitarul Central S.A. (i)
via the participants in its clearing-settlement and registry system and, where
appropriate, (ii) via the payment agent BRD Groupe Societe Generale S.A.
Item 2. With the affirmative votes of the shareholders representing
91.37375% of the share capital and 100% of the casted votes, approves, in
accordance with article 176, paragraph (1) of Regulation no. 5/2018, 11 August
2022 as Record Date for identifying the shareholders upon which the
resolutions of the OGMS will take effect, computed as per article 87,
paragraph (1) of Issuers' Law and 10 August 2022 as Ex-Date, computed as per
article 2 paragraph (2) letter l) of Regulation no. 5/2018.
Item 3. With the affirmative votes of the shareholders representing
91.37375% of the share capital and 100% of the casted votes, approves, in
accordance with Article 176, paragraph (1) of the Regulation no. 5/2018, 2
September 2022 as Payment Date for the payment of the special dividend,
computed as per article 178, paragraph (2) of Regulation no. 5/2018.
Item 4. With the affirmative votes of the shareholders representing
91.37375% of the share capital and 100% of the casted votes, approves the
empowerment of 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.
This resolution is signed today, 26 July 2022.
Christina Verchere
Chief Executive Officer
President of the Executive Board
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