REG - OMV Petrom S.A. - OGMS Resolutions

OMV Petrom SAAnnouncement

26/04/2023 16:45

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RNS Number : 5915X  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 Ordinary 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

 Ordinary General Meeting of Shareholders

 of OMV Petrom S.A. of

 26 April 2023

 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 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 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. 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 OGMS no. 1, 2, 3, 4, 5, 6, 7, 15, 16
 and 17, as follows:
 Item 1.  With the affirmative votes of the shareholders representing
 70.543552% of the share capital and 99.999679% of the casted votes, approves
 the separate financial statements of OMV Petrom for the financial year ended
 on 31 December 2022, 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 2022 financial
 year.

 Item 2.  With the affirmative votes of the shareholders representing
 70.543573% of the share capital and 99.999795% of the casted votes, approves
 the consolidated financial statements of OMV Petrom for the financial year
 ended on 31 December 2022, 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 2022
 financial year.

 Item 3.  With the affirmative votes of the shareholders representing
 70.541826% of the share capital and 99.999795% 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 2022 financial year.

 Item 4.  With the affirmative votes of the shareholders representing
 91.239507% of the share capital and 99.998929% 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, 2022, as
 follows:

 (i)   to legal reserve an amount of RON 113,351,174.00;

 (ii)  to reserves from fiscal facilities (reinvested profit) an amount of RON
 63,293,467.12;

 (iii)  dividends with a gross value amounting to RON 0.0375 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 15,
 2023), starting with the Payment Date established by this OGMS (the Payment
 Date proposed to be approved by OGMS being June, 7 2023); 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 5.   With the affirmative votes of the shareholders representing
 91.240382% of the share capital and 99.999918% of the casted votes, approves,
 in line with the capital market legislation requirements that 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 6.  With the affirmative votes of the shareholders representing
 70.539525% of the share capital and 99.996993% of the casted votes, approves
 the Income and Expenditure Budget of OMV Petrom for the 2023 financial year.

 Item 7.  With the affirmative votes of the shareholders representing
 91.188653% of the share capital and 99.999837% 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 2022 financial year.

 Item 15. With the affirmative votes of the shareholders representing
 91.227774% of the share capital and 100% of the casted votes, 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 OGMS 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 16. With the affirmative votes of the shareholders representing
 91.238336% of the share capital and 100% of the casted votes, approves, in
 accordance with Article 176, paragraph (1) of the Regulation no. 5/2018, 7
 June 2023 as Payment Date for payment of dividends for 2022 financial year,
 computed as per article 178, paragraph (2) of Regulation no. 5/2018.

 Item 17.   With the affirmative votes of the shareholders representing
 91.238193% of the share capital and 99.999970% 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 April 2023.

 

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

 26 April 2023

 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 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 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. 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 OGMS no. 11, 12, 15 and 17, as
 follows:

 Item 11. The Remuneration Report for the members of the Executive Board and
 for the members of the Supervisory Board for 2022 financial year, submitted to
 the consultative vote of the OGMS according to the Issuers' Law, received the
 affirmative vote of the shareholders representing 88.273229% of the share
 capital and 99,428068% of the casted votes.

 Item 12. With the affirmative votes of the shareholders representing
 91.214968% of the share capital and 99.997054% of the casted votes, approves
 for the current year:

 -        an annual gross remuneration corresponding to a net remuneration
 of EUR 22,000 for each member of the Supervisory Board; and

 -        an additional gross remuneration per meeting corresponding to a
 net remuneration of EUR 4,400 for each member of the Audit Committee; and

 -        an additional gross remuneration per meeting corresponding to a
 net remuneration of EUR 2,200 for each member of the Presidential and
 Nomination Committee.

 Item 15. With the affirmative votes of the shareholders representing
 91.227774% of the share capital and 100% of the casted votes, 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 OGMS 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 17.   With the affirmative votes of the shareholders representing
 91.238193% of the share capital and 99.999970% 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 April 2023.

 

 

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

 26 April 2023

 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 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 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. 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 OGMS no. 8, 9, 10, 15 and 17, as
 follows:

 Item 8.  With the affirmative and secret votes of the shareholders
 representing 89.728069% of the share capital and 98.511250% of the casted
 votes, approves the appointment of Mr. Reinhard Florey (identification
 details), as member of the Supervisory Board, for the remaining period of Ms.
 Elena Skvortsova's mandate, further to the waiver of her mandate as member of
 the Supervisory Board, respectively until 28 April 2025.

 Item 9. With the affirmative and secret votes of the shareholders representing
 90.914728% of the share capital and 99.813612% of the casted votes, approves
 the appointment of Ms. Katja Tautscher (identification details), as member of
 the Supervisory Board, for the remaining period of Mr. Johann Pleininger's
 mandate, further to the waiver of his mandate as member of the Supervisory
 Board, respectively until 28 April 2025.
 Item 10. With the affirmative and secret votes of the shareholders
 representing 89.730164% of the share capital and 98.512062% of the casted
 votes, approves the appointment of Mr. Berislav Gaso (identification details),
 as member of the Supervisory Board, for the remaining period of Mr. Daniel
 Turnheim's mandate, further to the waiver of his mandate as member of the
 Supervisory Board, respectively until 28 April 2025.
 Item 15. With the affirmative votes of the shareholders representing
 91.227774% of the share capital and 100% of the casted votes, 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 OGMS 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 17.   With the affirmative votes of the shareholders representing
 91.238193% of the share capital and 99.999970% 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 April 2023.

 

 

 

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

 26 April 2023

 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 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 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. 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 OGMS no. 13, 14, 15 and 17, as
 follows:

 Item 13. With the affirmative and secret votes of the shareholders
 representing 91.239604% of the share capital and 99.999158% of the casted
 votes, approves the appointment of KPMG Audit SRL (identification details) as
 financial auditor of OMV Petrom for the 2023 financial year, the duration of
 the audit service agreement being of one year.

 Item 14. With the affirmative votes of the shareholders representing
 91.229571% of the share capital and 99.997083% of the casted votes, approves a
 remuneration of EUR 673,800 to be paid to KPMG Audit SRL for auditing OMV
 Petrom's financial statements for 2023 financial year.

 Item 15. With the affirmative votes of the shareholders representing
 91.227774% of the share capital and 100% of the casted votes, 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 OGMS 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 17.   With the affirmative votes of the shareholders representing
 91.238193% of the share capital and 99.999970% 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 April 2023.

 

 

 

Christina Verchere

Chief Executive Officer

President of the Executive Board

 

 

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