REG - OMV Petrom S.A. - Notice of GMS

OMV Petrom SAAnnouncement

28/07/2023 16:15

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RNS Number : 6160H  OMV Petrom S.A.  28 July 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 Regulation
no. 5/2018 on issuers of financial instruments and market operations

 

Date of report: July 28, 2023

Name of issuer: OMV Petrom S.A. ("OMV Petrom")

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: 6,231,166,705.80 RON

Regulated market on which the issued securities are traded: Bucharest Stock
Exchange and London Stock Exchange

 

Significant events to be reported:

1. Supervisory Board approved the Executive Board's proposal regarding special
dividend distribution

2. Convening of the Ordinary General Meeting of Shareholders for September 12,
2023 (first convening)

 

OMV Petrom S.A. announces that today, the Executive Board's proposal for
distribution of special dividends published on July 27, 2023, namely a gross
special dividend of RON 0.0450/share, was approved by the Supervisory Board
and will be submitted for approval to the Ordinary General Meeting of
Shareholders convened on September 12, 2023 (first convening).

The total value of special dividends is RON 2,804,015,802.69 1  (#_ftn1) ,
considering the current total number of OMV Petrom S.A.'s shares of
62,311,667,058, from which treasury shares amounting to 204,776 shares are
deducted.

More details regarding the proposed payment conditions and methods are
included in the documents and informing materials related to this item on the
agenda of the Ordinary General Meeting of Shareholders.

Therefore, in compliance with OMV Petrom S.A.'s Articles of Association and
the applicable legislation, OMV Petrom S.A. herewith convenes the Ordinary
General Meeting of Shareholders on September 12, 2023 (first convening).

 

The proposed Record Date, which serves to the identification of the
shareholders who are to benefit from dividends is September 28, 2023, the
proposed "Ex-Date" is September 27, 2023, while the proposed Payment Date is
October 19, 2023.

The convening notice for the Ordinary General Meeting of Shareholders is to be
published also in the Romanian Official Gazette - Part IV and in two
widely-spread newspapers in Romania.

 

 

Annex:

Ø Convening notice of Ordinary General Meeting of Shareholders on September
12, 2023 (first convening).

 

 

Christina Verchere
                          Alina Popa

Chief Executive Officer
                         Chief Financial Officer

President of the Executive Board
                Member of the Executive Board

CONVENING NOTICE

 

 

The Executive Board of OMV Petrom S.A., a company managed in a two-tier
system, incorporated and operating 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-up share capital of
RON 6,231,166,705.80 (hereinafter referred to as "OMV Petrom" or the
"Company"),

 

Considering mainly the provisions of:

·      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 convenes the Ordinary General Meeting of Shareholders ("OGMS") on 12
September 2023 (first convening), 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, with the following
AGENDA:

 

1.     Approval of distribution of a special dividend, as detailed and
presented in the supporting materials.

 

2.     Approval of 28 September 2023 as Record Date for identifying the
shareholders upon which the resolutions of the OGMS will take effect as per
article 87, para. (1) of Issuers' Law and of 27 September 2023 as Ex-Date.

 

3.     Approval of 19 October 2023 as Payment Date for the payment of the
special dividend.

 

4.     Empowering 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.

 

Only shareholders who are registered as OMV Petrom shareholders at 28 August
2023 (the "Reference Date") in the shareholders' register kept by Depozitarul
Central S.A. may attend and cast their votes in the OGMS.

 

This convening notice together with the draft OGMS resolutions, the template
forms of the general and special powers of attorney and correspondence voting
bulletins ("Voting Bulletin") for OGMS, including the Executive Board's
proposal for distribution of a special dividend, as well as the other
documents and informing materials related to the items included on the agenda
of OGMS will be available both in Romanian and in English languages no later
than 4 August 2023, at the registry desk of the Company, located in 22
Coralilor Street, Infinity Building, District 1, Bucharest ("Petrom City"),
postal code 013329 ("Correspondence Entry") and on the website of the Company
(www.omvpetrom.com (http://www.omvpetrom.com) ). The total number of shares
and voting rights conferred by such at the date of the convening notice shall
be made available by the same communication means after Depozitarul Central
S.A. keeping the shareholders' register of OMV Petrom releases the
shareholders' register to OMV Petrom.

 

The right to propose adding new items on the agenda and to submit draft
resolutions for the items on the agenda or proposed to be added on the agenda

 

One or more shareholders representing, individually or jointly, at least 5% of
the share capital of the Company (hereinafter referred to as "Initiators")
have the right to propose new items on the agenda of the OGMS or to submit
draft resolutions for the items on the agenda or proposed to be added on the
agenda.

 

The proposals with respect to adding new items on the agenda of the OGMS and
the draft resolutions for the items on the agenda or proposed to be added on
the agenda, accompanied by copies of the Initiator's valid identification
documents (identity card/passport for natural persons and for legal persons /
entities without legal personality, identity card/passport of the legal
representative), as well as by a justification or a draft resolution proposed
for approval by OGMS shall be submitted as follows:

 

a)   at the Correspondence Entry or by mail or courier with confirmation of
receipt at the Correspondence Entry, no later than 21 August 2023, 16:30
o'clock (Romania time), in a sealed envelope bearing the clearly written
statement in capital letters: "FOR THE ORDINARY GENERAL MEETING OF
SHAREHOLDERS OF 12/13 SEPTEMBER 2023", or

b)   by e-mail having attached an extended electronic signature, in
compliance with Law on Digital Signature no. 455/2001, no later than 21 August
2023, 16:30 o'clock (Romania time), at aga@petrom.com (mailto:aga@petrom.com)
indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF
SHAREHOLDERS OF 12/13 SEPTEMBER 2023".

 

The right to submit written questions related to the items on the OGMS agenda

 

The shareholders of the Company, regardless of the participation held in the
share capital, may submit written questions with respect to the items on the
agenda of OGMS. The shareholders shall submit such questions only accompanied
by copies of the shareholder's valid identification documents (identity
card/passport for natural persons and for legal persons / entities without
legal personality, identity card/passport of the legal representative). The
written questions, if the case, may be submitted as follows:

 

a)   at the Correspondence Entry or by mail or courier with confirmation of
receipt at the Correspondence Entry, no later than 8 September 2023, 14:00
o'clock (Romania time), in a sealed envelope bearing the clearly written
statement in capital letters: "FOR THE ORDINARY GENERAL MEETING OF
SHAREHOLDERS OF 12/13 SEPTEMBER 2023", or

b)   by e-mail having attached an extended electronic signature, in
compliance with the Law on Digital Signature no. 455/2001, no later than 8
September 2023, 14:00 o'clock (Romania time), at aga@petrom.com
(mailto:aga@petrom.com) , indicating in the "subject matter" field: "FOR THE
ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 12/13 SEPTEMBER 2023".

 

In accordance with Regulation no. 5/2018, the quality as shareholder, as well
as, in the case of shareholders legal entities or entities without legal
personality, the quality as legal representative is established based on the
list of shareholders from the Reference/Record date, received by the Company
from the Depozitarul Central S.A., or, as the case may be, for dates different
from the Reference/Record Date, based on the following documents that have to
be presented to the Company by the shareholder, issued by Depozitarul Central
S.A. or by the participants which provide custody services:

a)   the account statement showing the shareholder status and the number of
shares held;

b)   documents certifying the registration of the information regarding the
legal representative at Depozitarul Central S.A./respective participants.

 

Shareholders' participation and vote in the OGMS

 

The shareholders may attend in person or may be represented in OGMS either by
their legal representative or by an appointed representative ("Proxy Holder")
having been granted a general or a special power of attorney.

 

In accordance with the Issuers' Law and Regulation no. 5/2018, in case a
shareholder is represented by a credit institution rendering custodian
services, the latter may participate and vote in the OGMS based on and within
the limits of the voting instructions received by electronic means, without it
being necessary for the shareholder to draw up a special or general power of
attorney for this purpose, provided that the said custodian credit institution
submits to the Company a statement on its own liability, signed by the credit
institution's legal representative, stating (i) the name of the shareholder,
written clearly, for which the credit institution participates and votes in
the OGMS, and (ii) the fact that the credit institution renders custodian
services for that respective shareholder. The original said own liability
statement shall be submitted:

 

a)   at the Correspondence Entry of the Company or sent by mail or courier
with confirmation of receipt at the Correspondence Entry, no later than 48
hours before the date of the first OGMS convening, in a sealed envelope
bearing the clearly written statement in capital letters: "FOR THE ORDINARY
GENERAL MEETING OF SHAREHOLDERS OF 12/13 SEPTEMBER 2023", or

b)   by e-mail having attached an extended electronic signature, in
compliance with Law on Digital Signature No. 455/2001, no later than 48 hours
before the date of the first OGMS convening, at aga@petrom.com
(mailto:aga@petrom.com) , indicating in the "subject matter" field: "FOR THE
ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 12/13 SEPTEMBER 2023".

 

The credit institution rendering custodian services will vote in this case
through any person within its administration/management body or of its
employees; a proof/statement confirming these persons have the said qualities
will be submitted together with the original own liability statement
above-mentioned.

 

The general power of attorney shall be granted for a period not exceeding 3
years, unless the parties have expressly provided for a longer period,
allowing the Proxy Holder to vote on all issues on the agenda of the general
meetings of shareholders of the Company, including with respect to disposal
deeds, provided that the general power of attorney: (i) is granted by the
shareholder as client, to an intermediary as defined under Issuers' Law or to
a lawyer and (ii) states that the Proxy Holder is an intermediary or a lawyer.
If the Proxy Holder is a legal person, the mandate may be exercised by any
person who is a member of the administrative or management body of the Proxy
Holder or who is an employee of the Proxy Holder. The Proxy Holder shall prove
its capacity as intermediary or lawyer by providing a statement on the form
published together with the supporting materials for the OGMS on the Company's
website, signed by the Proxy Holder at the entrance in the meeting room in
front of the meeting organizers. Shareholders may not be represented in OGMS
based on a general power of attorney by a person who is in a situation of
conflict of interests which may arise in particular, if such person is:

a)  a majority shareholder of the Company, or another person controlled by
such shareholder;

b)  a member of the administrative, management or supervisory body of the
Company, of a majority shareholder or of a controlled person as provided at
letter a);

c)  an employee or an auditor of the Company or of a majority shareholder or
of controlled entity as provided at letter a);

d)  a spouse, relative or in-law up to fourth degree of one of the
individuals referred to under letters a) - c).

 

The general power of attorney must provide at least the following information:
(i) the name of the shareholder; (ii) name of the Proxy Holder; (iii) date of
the proxy and its validity period, subject to the applicable legal
requirements; proxies dated subsequently shall have the effect of revoking
previously dated proxies; (iv) clear statement that the shareholder empowers
the Proxy Holder to attend and vote on its/his/her behalf by general power of
attorney in the general shareholders meeting for the entire holding of the
shareholder at the Reference Date, expressly specifying the company/companies
for which the general proxy is used, either by naming them separately or
referring generically to a certain category of issuers. The general power of
attorney ceases its legal effect in accordance with article 202 para. (2) of
Regulation no. 5/2018.

 

Before their first use, copies of the general powers of attorney, in Romanian
or English language, bearing the mention "in accordance with the original" and
the signature of the Proxy Holder accompanied by a copy of the valid identity
card of the shareholder (identity card/passport for natural persons and for
legal persons / entities without legal personality, identity card/passport of
the legal representative) shall be submitted:

 

a)   at the Correspondence Entry of the Company or sent by mail or courier
with confirmation of receipt at the Correspondence Entry, no later than 48
hours before the date of the first OGMS convening, in a sealed envelope
bearing the clearly written statement in capital letters: "FOR THE ORDINARY
GENERAL MEETING OF SHAREHOLDERS OF 12/13 SEPTEMBER 2023", or

b)   by e-mail having attached an extended electronic signature, in
compliance with Law on Digital Signature No. 455/2001, no later than 48 hours
before the date of the first OGMS convening, at aga@petrom.com
(mailto:aga@petrom.com) , indicating in the "subject matter" field: "FOR THE
ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 12/13 SEPTEMBER 2023".

 

The special power of attorney has to contain specific voting instructions for
each item on the agenda of the OGMS in respect of which the Proxy Holder is to
vote on behalf of the shareholder (i.e.: to vote "for" or "against" or, as the
case may be, to mention "abstention"). A shareholder may be represented in the
OGMS by a Proxy Holder holding special power of attorney granted only for the
OGMS dated 12/13 September 2023.

 

One original of the special power of attorney, in Romanian or English
language, filled in and signed by the shareholder, accompanied by copies of
the shareholder's valid identification documents (identity card/passport for
natural persons and for legal persons / entities without legal personality,
identity card/passport of the legal representative) shall be submitted:

 

a)   at the Correspondence Entry or sent by mail or courier with confirmation
of receipt at the Correspondence Entry, no later than 48 hours before the date
of the first OGMS convening, in a sealed envelope bearing the clearly written
statement in capital letters: "FOR THE ORDINARY GENERAL MEETING OF
SHAREHOLDERS OF 12/13 SEPTEMBER 2023", or

b)   by e-mail having attached an extended electronic signature, in
compliance with Law on Digital Signature No. 455/2001, no later than 48 hours
before the date of the first OGMS convening, at aga@petrom.com
(mailto:aga@petrom.com) , indicating in the "subject matter" field: "FOR THE
ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 12/13 SEPTEMBER 2023".

 

A shareholder may appoint in the power of attorney one or more alternate
representatives to ensure its/his/her representation in OGMS, if the Proxy
Holder appointed by the power of attorney is unable to fulfill its/his/her
mandate. If more alternate representatives are appointed in the power of
attorney, the order in which they will exercise their mandate shall be
specified.

 

On the day of the OGMS, upon entering the meeting room, the shareholders -
natural persons, in case they attend in person, the shareholders - legal
persons / entities without legal personality, in case they attend through
their legal representative and the Proxy Holders must present to the Company's
representatives in charge with the OGMS organization the original of the
identity card/passport for identity check.

The shareholders of the Company registered at the Reference Date in the
shareholders' register kept by Depozitarul Central S.A. may vote by
correspondence, prior to the OGMS, by using the Voting Bulletin. In case of
voting by correspondence, the Voting Bulletin, filled in Romanian or English
language and signed, accompanied by a copy of the shareholder's valid
identification documents (identity card/passport for natural persons and for
legal persons / entities without legal personality, identity card/passport of
the legal representative) can be submitted as follows:

 

a)   at the Correspondence Entry or by mail or courier with confirmation of
receipt at the Correspondence Entry, no later than 48 hours before the date of
the first OGMS convening, in a sealed envelope bearing the clearly written
statement in capital letters: "FOR THE ORDINARY GENERAL MEETING OF
SHAREHOLDERS OF 12/13 SEPTEMBER 2023", or

b)   by e-mail having attached an extended electronic signature, in
compliance with the Law on Digital Signature no. 455/2001, no later than 48
hours before the date of the first OGMS convening, at aga@petrom.com
(mailto:aga@petrom.com) , indicating in the "subject matter" field: "FOR THE
ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 12/13 SEPTEMBER 2023".

 

The Voting Bulletins which are not received at the Correspondence Entry or by
e-mail within the above mentioned deadlines shall not be counted for quorum
and majority in the OGMS. In case the shareholder who expressed its/his/her
vote via Voting Bulletin attends the OGMS, personally or by representative,
the vote by correspondence expressed for that OGMS shall be cancelled and only
the vote expressed in person or by representative shall be considered. If the
person representing the shareholder to the OGMS is other than the person who
expressed its/his/her vote via the Voting Bulletin, for the validity of
its/his/her vote, it/he/she has to present in the OGMS a written revocation of
the vote by correspondence signed by the shareholder or by the representative
who expressed its/his/her vote via Voting Bulletin. This is not necessary in
case the shareholder or its legal representative attends personally the OGMS.
 

 

In accordance with article 197 of Regulation no. 5/2018, the shareholders of
the Company registered at the Reference Date in the shareholders' register
kept by Depozitarul Central S.A. may also vote before OGMS meeting by
electronic means via eVOTE online platform, until 11 September 2023, 12:00
o'clock (Romania time), by accessing the link: https://snp.evote.ro/login on
any device connected to the internet and following the steps detailed therein.
After receiving the shareholders' register at the Reference Date from
Depozitarul Central S.A., the Company will issue an ad-hoc report announcing
the availability of electronic voting option for this OGMS. The procedure for
electronic voting via eVOTE online platform is included in the Company's Rules
and procedures of the general meetings of shareholders published together with
the information materials for the OGMS.

 

Please consider that the Correspondence Entry is open during business days
between 9:00 - 16:30 o'clock (Romania time) from Monday until Thursday and
between 9:00 - 14:00 o'clock (Romania time) on Friday and closed during the
non-business days and legal holidays.

 

When filling in the special powers of attorney and the Voting Bulletins,
please consider that new items could be added on the agenda. In this case, OMV
Petrom shall make available a revised OGMS agenda according to the law.
Moreover, no later than 25 August 2023, the information materials regarding
the new items added on the agenda, including the updated special powers of
attorney and Voting Bulletins both in Romanian and in English will be made
available at the Correspondence Entry and published on the website of the
Company (www.omvpetrom.com (http://www.omvpetrom.com) ).

 

For the avoidance of doubt, if the agenda is supplemented and the shareholders
do not send their updated special powers of attorney and/or Voting Bulletins
by correspondence, the special powers of attorney and the Voting Bulletins
sent prior to publication of the supplemented agenda shall be taken into
account only in respect of the points on the initial agenda.

 

As a general rule, applicable to all situations mentioned above, in accordance
with the legislation in force, in case of shareholders that are legal persons
or entities without legal personality, the capacity of legal representative
shall be attested based on the shareholders' register, as released by
Depozitarul Central S.A. However, if the shareholder has not informed on time
Depozitarul Central S.A. about its legal representative or this information is
not updated in the shareholders' register of OMV Petrom, then the capacity of
legal representative shall be attested based on an excerpt issued by the Trade
Registry or based on any other document issued by a competent authority from
the country where the shareholder is registered, in original or certified
copy, within its validity term.

 

Documents attesting the capacity of the legal representative of the
shareholder, as detailed herein, as well as any other documents which need to
be transmitted to the Company for exercising certain rights in accordance with
this convening notice and the applicable legislation in force which are
drafted in a foreign language, other than English language, should be
accompanied by a translation made by an authorized translator in Romanian
language or English language, with no notarization or apostille required.

 

Global Depositary Receipts holders

 

In accordance with Regulation no. 4/2013, the persons holding Global
Depositary Receipts ("GDRs") at the Reference Date can vote in the OGMS via
Citibank N.A., the issuer of the GDRs ("GDRs Issuer"), which is a shareholder
of the Company within the meaning and for the application of the provisions of
Regulation no. 5/2018 and Issuers' Law.

 

The GDRs Issuer is fully responsible for the correct, complete and timely
provision of information to the GDRs holders with respect to the OGMS
(including supporting materials and documents made available by the Company),
in compliance with the documentation for the GDRs issuance and transfer and
applicable law.

 

The GDRs Issuer will vote in the OGMS for and on behalf of the GDRs holders in
accordance and within the limits of instructions given by the GDR holders
registered with the registrar of the GRDs holders on or about the Reference
Date, in compliance with the documentation for the GDRs issuance and transfer
and applicable law.

 

When computing whether the minimum quorum requirements for the OGMS are
fulfilled, the Company will take into account only those underlying shares for
which the GDRs Issuer has cast votes (including "abstention" votes) in
accordance with the instructions given by the GDR holders.

 

The GDR holder will send to the GDRs Issuer or custodian of the GDRs, in
accordance with the documentation for the issuance and transfer of the GDRs,
his/her/its voting instructions with respect to the items on the agenda of the
OGMS.

 

The GDRs Issuer is fully responsible for taking all necessary measures so that
the entity keeping record of the GDR holders, intermediaries involved in
custodian services for the GDR holders and/or any entities involved in the
evidence of the GDR holders, report the voting instructions of the GDR holders
with respect to the agenda items of the OGMS.

 

Should the statutory quorum requirements for the OGMS, laid down by the
Companies' Law or/and the Company's Articles of Association, not be met on the
aforementioned date stated for the first convening, the OGMS is convened on
the date of 13 September 2023 (second convening), 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 with the same
agenda as at the first convening.

 

For details in relation to the processing of personal data and exercise of the
related rights in the context of organizing and holding the general
shareholders meetings, you can consult the Privacy Policy available on the
company's website (www.omvpetrom.com (http://www.omvpetrom.com) ) and you may
contact the Data Protection Officer (DPO) directly by email at
privacy@petrom.com (mailto:privacy@petrom.com) or by courier to the
correspondence address of the company specifying "In the attention of the
DPO".

 

Additional information can be obtained from the Investors Relations
Department, at telephone numbers 0800 800 064 (free of charge in Romania) or
+40 214.022.206 and from the website of the Company (www.omvpetrom.com
(http://www.omvpetrom.com) ).

 

 

 

Christina Verchere

President of the Executive Board

Chief Executive Officer

 

OMV Petrom S.A.

 

 

 1  (#_ftnref1) The final amount of the total dividends will be established at
the Record Date applying the computations rules detailed in Ordinary General
Meeting of Shareholders  materials.

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