REG - OMV Petrom S.A. - Resolutions GMS - 3 March 2020

OMV Petrom SAAnnouncement

03/03/2020 15:05

RNS Number : 8903E
  
OMV Petrom S.A.
  
03 March 2020
  
 

 
 
 
 
 
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: March 3, 2020
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 March 3, 2020.
               
 
 
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 
3 March 2020
 




 
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 3 March 2020, 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. 379 of 30 January 2020 and in the following widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 30 January 2020, 
·      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 and 6, as follows:
 




Item 1.  In the presence of the shareholders representing 79.87224% of the share capital and 79.87253% of the total voting rights, with the affirmative and secret votes of the shareholders representing 76.62108% of the share capital and 99.94392% of the casted votes, approves the revocation of Ms. Sevil Shhaideh from her capacity as member of the Supervisory Board of OMV Petrom.
 




Item 2.  In the presence of the shareholders representing 79.87224% of the share capital and 79.87253% of the total voting rights, with the affirmative and secret votes of the shareholders representing 75.24156% of the share capital and 98.18420% of the casted votes, approves the appointment of Mr. Niculae Havrileț, [identification details], as new member of the Supervisory Board of OMV Petrom, further to the revocation of Ms. Sevil Shhaideh from her capacity as member of the Supervisory Board of OMV Petrom.




 
Item 3.  In the presence of the shareholders representing 79.87224% of the share capital and 79.87253% of the total voting rights, with the affirmative votes of the shareholders representing 75.27211% of the share capital and 98.18492% of the casted votes, approves that the duration of the mandate of the new appointed member of the Supervisory Board further to the revocation of Ms. Sevil Shhaideh to be the remaining period of her mandate, respectively until April 28, 2021.
 




Item 6.     In the presence of the shareholders representing 79.87224% of the share capital and 79.87253% of the total voting rights, with the affirmative votes of the shareholders representing 76.66408% of the share capital and 99.99999% 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 resolution(s) of the OGMS and to perform any act or formality required by law for the registration of the resolution(s) of the OGMS. 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, 3 March 2020, 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 
3 March 2020
 




 
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 3 March 2020, 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. 379 of 30 January 2020 and in the following widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 30 January 2020, 
·      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, 5 and 6, as follows:
 




Item 4.  In the presence of the shareholders representing 79.87224% of the share capital and 79.87253% of the total voting rights, with the affirmative and secret votes of the shareholders representing 74.78349% of the share capital and 97.58706% of the casted votes, approves the appointment of Mr. Thomas Gangl, [identification details], as new member of the Supervisory Board, for the remaining period of Mr. Manfred Leitner's mandate, respectively until 28 April 2021, further to the waiver of his mandate as member of the Supervisory Board.




 




Item 5.  In the presence of the shareholders representing 79.87224% of the share capital and 79.87253% of the total voting rights, with the affirmative and secret votes of the shareholders representing 74.78349% of the share capital and 97.58706% of the casted votes, approves the appointment of Mr. Johann Pleininger, [identification details], as new member of the Supervisory Board, for the remaining period of Mr. Christopher Veit's mandate, respectively until 28 April 2021, further to the waiver of his mandate as member of the Supervisory Board.
 




Item 6.     In the presence of the shareholders representing 79.87224% of the share capital and 79.87253% of the total voting rights, with the affirmative votes of the shareholders representing 76.66408% of the share capital and 99.99999% 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 resolution(s) of the OGMS and to perform any act or formality required by law for the registration of the resolution(s) of the OGMS. 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, 3 March 2020, in Bucharest, in 3 original counterparts.
 




________________
Christina Verchere
Chief Executive Officer
President of the Executive Board 
 
 


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