REG - OMV Petrom S.A. - OGMS Resolutions
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 19, 2019
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: 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 dated April 19, 2019
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
19 April 2019
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 19 April 2019 starting with 10:00 o'clock (Romania time), at Crowne Plaza Hotel, "Crown Ballroom" conference room, 1 Poligrafiei Boulevard, District 1, Bucharest, Romania, 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. 1185 of 15 March 2019 and in the following widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 15 March 2019,
· 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"),
· Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations ("Regulation no. 5/2018");
· Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts ("Regulation no. 4/2013"),
Hereby decides upon items on the agenda OGMS no. 1, 2, 3, 5, 9 and 11, as follows:
Item 1. In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.20047% of the share capital and 99.99999% of the casted votes, approves the separate financial statements of OMV Petrom for the financial year ended on 31 December 2018, prepared in accordance with Order of the Ministry of Public Finance no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards ("IFRS"), based on the Independent Auditor's Report, the Report of the Executive Board and the Report of the Supervisory Board for the 2018 financial year.
Item 2. In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.20047% of the share capital and 99.99999% of the casted votes, approves the consolidated financial statements of OMV Petrom for the financial year ended on 31 December 2018, 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 2018 financial year.
Item 3. In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.20047% of the share capital and 99.99999% 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 2018 financial year.
Item 5. In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.21523% of the share capital and 99.99999% of the casted votes, approves the 2019 Income and Expenditure Budget of OMV Petrom.
Item 9. In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.21523% of the share capital and 99.99999% of the casted votes, approves, in accordance with article 176, paragraph (1) of Regulation no. 5/2018, 23 May 2019 as Record Date for identifying the shareholders upon which the resolutions of the OGMS will take effect, computed as per article 86, paragraph (1) of Issuers' Law and 22 May 2019 as Ex-Date, computed as per article 2 paragraph (2) letter l) of Regulation no. 5/2018.
Item 11. In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.21516% of the share capital and 99.99991% of the casted votes, approves the empowerment of Mrs. 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. Mrs. 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, 19 April 2019, in Bucharest, in 3 original counterparts.
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
19 April 2019
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 19 April 2019 starting with 10:00 o'clock (Romania time), at Crowne Plaza Hotel, "Crown Ballroom" conference room, 1 Poligrafiei Boulevard, District 1, Bucharest, Romania, 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. 1185 of 15 March 2019 and in the following widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 15 March 2019,
· 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"),
· Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations ("Regulation no. 5/2018"),
· Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts ("Regulation no. 4/2013"),
Hereby decides upon items on the agenda OGMS no. 4, 9, 10 and 11, as follows:
Item 4. a) In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.21523% of the share capital and 99.99999% of the casted votes, approves the Executive Board's proposal regarding the allocation of the profits, determined according to the law, for the financial year ended at 31 December 2018, as follows:
(i) to reserves from fiscal facilities (reinvested profit) an amount of RON 35,843,034.44
(ii) dividends with a gross value amounting to RON 0.0270 per share; 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 is 23 May 2019), starting with the Payment Date established by this OGMS (the Payment Date proposed to be approved by OGMS is 13 June 2019); 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) In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.21476% of the share capital and 99.99999% of the casted votes, approves, in line with the capital market legislation requirements for the payment of dividends, that the payment of dividends is 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 9. In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.21523% of the share capital and 99.99999% of the casted votes, approves, in accordance with article 176, paragraph (1) of Regulation no. 5/2018, 23 May 2019 as Record Date for identifying the shareholders upon which the resolutions of the OGMS will take effect, computed as per article 86, paragraph (1) of Issuers' Law and 22 May 2019 as Ex-Date, computed as per article 2 paragraph (2) letter l) of Regulation no. 5/2018.
Item 10. In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.21523% of the share capital and 99.99999% of the casted votes, approves, in accordance with Article 176, paragraph (1) of the Regulation no. 5/2018, 13 June 2019 as Payment Date for payment of dividends for 2018 financial year, computed as per article 178, paragraph (2) of Regulation no. 5/2018 .
Item 11. In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.21516% of the share capital and 99.99991% of the casted votes, approves the empowerment of Mrs. 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. Mrs. 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, 19 April 2019, in Bucharest, in 3 original counterparts.
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
19 April 2019
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 19 April 2019 starting with 10:00 o'clock (Romania time), at Crowne Plaza Hotel, "Crown Ballroom" conference room, 1 Poligrafiei Boulevard, District 1, Bucharest, Romania, 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. 1185 of 15 March 2019 and in the following widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 15 March 2019,
· 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"),
· Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations ("Regulation no. 5/2018"),
· Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts ("Regulation no. 4/2013"),
Hereby decides upon items on the agenda OGMS no. 6, 7, 9 and 11, as follows:
Item 6. In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.14612% of the share capital and 99.93712% 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 2018 financial year.
Item 7. In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 85.61212% of the share capital and 99.99992% 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 9. In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.21523% of the share capital and 99.99999% of the casted votes, approves, in accordance with article 176, paragraph (1) of Regulation no. 5/2018, 23 May 2019 as Record Date for identifying the shareholders upon which the resolutions of the OGMS will take effect, computed as per article 86, paragraph (1) of Issuers' Law and 22 May 2019 as Ex-Date, computed as per article 2 paragraph (2) letter l) of Regulation no. 5/2018.
Item 11. In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.21516% of the share capital and 99.99991% of the casted votes, approves the empowerment of Mrs. 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. Mrs. 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, 19 April 2019, in Bucharest, in 3 original counterparts.
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
19 April 2019
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 19 April 2019 starting with 10:00 o'clock (Romania time), at Crowne Plaza Hotel, "Crown Ballroom" conference room, 1 Poligrafiei Boulevard, District 1, Bucharest, Romania, 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. 1185 of 15 March 2019 and in the following widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 15 March 2019,
· 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"),
· Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations ("Regulation no. 5/2018"),
· Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts ("Regulation no. 4/2013"),
Hereby decides upon items on the agenda OGMS no. 8, 9 and 11, as follows:
Item 8. a) In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative and secret votes of the shareholders representing 66.57629% of the share capital and 76.33563% of the casted votes, approves the reappointment of Ernst & Young Assurance Services SRL (identification details) as financial auditor of OMV Petrom for the 2019 financial year, the duration of the audit service agreement being one year.
Item 8. b) In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 66.57625% of the share capital and 76.33562% of the casted votes, approves a remuneration amounting to EUR 491,420 to be paid to Ernst & Young Assurance Services SRL for auditing OMV Petrom's financial statements for 2019 financial year.
Item 9. In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.21523% of the share capital and 99.99999% of the casted votes, approves, in accordance with article 176, paragraph (1) of Regulation no. 5/2018, 23 May 2019 as Record Date for identifying the shareholders upon which the resolutions of the OGMS will take effect, computed as per article 86, paragraph (1) of Issuers' Law and 22 May 2019 as Ex-Date, computed as per article 2 paragraph (2) letter l) of Regulation no. 5/2018.
Item 11. In the presence of the shareholders representing 87.56346% of the share capital and 87.56377% of the total voting rights, with the affirmative votes of the shareholders representing 87.21516% of the share capital and 99.99991% of the casted votes, approves the empowerment of Mrs. 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. Mrs. 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, 19 April 2019, in Bucharest, in 3 original counterparts.
Christina Verchere
Chief Executive Officer
President of the Executive Board
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