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

OMV Petrom SAAnnouncement

28/04/2022 07:00

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RNS Number : 6092J  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 Ordinary 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

 Ordinary General Meeting of Shareholders

 of OMV Petrom S.A. of

 27 April 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 27 April 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. 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, 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, 4, 5, 6, 12, 13 and
 14, as follows:

 Item 1.  With the affirmative votes of the shareholders representing
 90.84905% of the share capital and 100% of the casted votes, approves the
 separate financial statements of OMV Petrom for the financial year ended on 31
 December 2021, 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 2021 financial year.

 Item 2.  With the affirmative votes of the shareholders representing
 90.84905% of the share capital and 100% of the casted votes, approves the
 consolidated financial statements of OMV Petrom for the financial year ended
 on 31 December 2021, 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 2021 financial
 year.

 Item 3.  With the affirmative votes of the shareholders representing
 90.84905% of the share capital and 100% of the casted votes, approves the
 Annual Report which also includes the Report of the Executive Board and the
 Report of the Supervisory Board for the 2021 financial year.

 Item 4.  a) With the affirmative votes of the shareholders representing
 90.84905% of the share capital and 100% of the casted votes, approves the
 Executive Board's proposal regarding the allocation of profits, determined
 according to the law, for the financial year ended December 31, 2021, as
 follows:

 (i)    to reserves from fiscal facilities (reinvested profit) an amount of
 RON 60,175,051.30

 (ii)    dividends with a gross value amounting to RON 0.0341 per share to
 be distributed 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 May 13,
 2022), starting with the Payment Date established by this OGMS (the Payment
 Date proposed to be approved by OGMS being June, 6 2022); The net dividend and
 related tax on dividend is to be determined using the following computation
 method: the gross 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 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 4.   b) With the affirmative votes of the shareholders representing
 90.84905% 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 5.  With the affirmative votes of the shareholders representing
 90.84905% of the share capital and 100% of the casted votes, approves the
 Income and Expenditure Budget of OMV Petrom for the 2022 financial year.

 Item 6.  With the affirmative votes of the shareholders representing
 90.79913% of the share capital and 100% of the casted votes, approves the
 discharge of liability of the members of the Executive Board and of the
 members of the Supervisory Board for the 2021 financial year.

 Item 12. With the affirmative votes of the shareholders representing 90.84905%
 of the share capital and 100% of the casted votes, 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
 OGMS 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 13. With the affirmative votes of the shareholders representing 90.84905%
 of the share capital and 100% of the casted votes, approves, in accordance
 with Article 176, paragraph (1) of the Regulation no. 5/2018, 6 June 2022 as
 Payment Date for payment of dividends for 2021 financial year, computed as per
 article 178, paragraph (2) of Regulation no. 5/2018.

 Item 14.   With the affirmative votes of the shareholders representing
 90.84905% 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, 27 April 2022.

Christina Verchere

Chief Executive Officer

President of the Executive Board

 Resolution no. 2 of the

 Ordinary General Meeting of Shareholders

 of OMV Petrom S.A. of

 27 April 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 27 April 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. 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, 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. 8, 9, 10, 12 and 14, as
 follows:

 Item 8.  The Remuneration Report for the members of the Executive Board and
 for the members of the Supervisory Board for 2021 financial year, submitted to
 the consultative vote of the OGMS according to the Issuers' Law, received the
 affirmative vote of the shareholders representing 88.05204% of the share
 capital and 99.76149% of the casted votes.

 Item 9.  With the affirmative votes of the shareholders representing
 83.62230% of the share capital and 92.05595% of the casted votes, approves the
 updated Remuneration Policy of the members of the Executive Board and of the
 members of the Supervisory Board, applicable starting 2022 financial year.
 Item 10.            With the affirmative votes of the shareholders
 representing 88.55046% of the share capital and 99.99984% of the casted votes,
 approves for the current year:

 -     an annual gross remuneration corresponding to a net remuneration of
 EUR 20,000 for each member of the Supervisory Board;

 -     a gross remuneration per meeting corresponding to a net remuneration
 of EUR 4,000 for each member of the Audit Committee;

 -     a gross remuneration per meeting corresponding to a net remuneration
 of EUR 2,000 for each member of the Presidential and Nomination Committee.
 Item 12. With the affirmative votes of the shareholders representing 90.84905%
 of the share capital and 100% of the casted votes, 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
 OGMS 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 14.   With the affirmative votes of the shareholders representing
 90.84905% 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, 27 April 2022.

Christina Verchere

Chief Executive Officer

President of the Executive Board

 

 

 Resolution no. 3 of the

 Ordinary General Meeting of Shareholders

 of OMV Petrom S.A. of

 27 April 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 27 April 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. 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, 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. 7, 12 and 14, as follows:

 Item 7.  a) With the affirmative and secret votes of the shareholders
 representing 79.78844% of the share capital and 91.79994% of the casted votes,
 approves the appointment of Mr. Alfred Stern (identification details), as
 member of the Supervisory Board, for the remaining period of Mr. Rainer
 Seele's mandate, further to the waiver of his mandate as member of the
 Supervisory Board, respectively until 28 April 2025.
 Item 7.  b) With the affirmative and secret votes of the shareholders
 representing 79.53137% of the share capital and 91.67581% of the casted votes,
 approves the appointment of Mr. Martijn Arjen van Koten (identification
 details), as member of the Supervisory Board, for the remaining period of Mr.
 Wolfram Krenn's mandate, further to the waiver of his mandate as member of the
 Supervisory Board, respectively until 28 April 2025.
 Item 12. With the affirmative votes of the shareholders representing 90.84905%
 of the share capital and 100% of the casted votes, 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
 OGMS 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 14.   With the affirmative votes of the shareholders representing
 90.84905% 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, 27 April 2022.

Christina Verchere

Chief Executive Officer

President of the Executive Board

 

 

 

 Resolution no. 4 of the

 Ordinary General Meeting of Shareholders

 of OMV Petrom S.A. of

 27 April 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 27 April 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. 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, 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. 11, 12 and 14, as follows:

 Item 11. a) With the affirmative and secret votes of the shareholders
 representing 90.75457% of the share capital and 99.89616% of the casted votes,
 approves the appointment of Ernst & Young Assurance Services SRL
 (identification details) as financial auditor of OMV Petrom for the 2022
 financial year, the duration of the audit service agreement being one year.

 Item 11. b) With the affirmative votes of the shareholders representing
 90.75457% of the share capital and 99.89600% of the casted votes, approves a
 remuneration up to a maximum of EUR 498,049 to be paid to Ernst & Young
 Assurance Services SRL for auditing OMV Petrom's financial statements for 2022
 financial year.

 Item 12. With the affirmative votes of the shareholders representing 90.84905%
 of the share capital and 100% of the casted votes, 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
 OGMS 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 14.   With the affirmative votes of the shareholders representing
 90.84905% 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, 27 April 2022.

Christina Verchere

Chief Executive Officer

President of the Executive Board

 

 

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