REG - OMV Petrom S.A. - OGMS Resolution - Special dividend

OMV Petrom SAAnnouncement

12/09/2023 13:00

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RNS Number : 1961M  OMV Petrom S.A.  12 September 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: 12 September 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:

 

Resolution of the Ordinary General Meeting of Shareholders of OMV Petrom S.A.
dated 12 September 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

 12 September 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 12 September 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. 3493 of 4 August 2023 and in the following
 widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 4 August 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 and 4, as follows:

 Item 1.  With the affirmative votes of the shareholders representing
 92.906147% of the share capital and 99.999830% of the casted votes, approves
 the Executive Board's proposal regarding the distribution of a special
 dividend, as follows:
 A special dividend with a gross value amounting to RON 0.0450 per share 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 September 28, 2023), starting with the Payment Date
 established by this OGMS (the Payment Date proposed to be approved by OGMS
 being October 19, 2023).

 The net special dividend and related tax on dividend is to be determined using
 the following computation method: the gross special 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 special 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.

 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 2.   With the affirmative votes of the shareholders representing
 92.902626% of the share capital and 100% of the casted votes, approves, in
 accordance with article 176, paragraph (1) of Regulation no. 5/2018, 28
 September 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 27 September 2023 as Ex-Date, computed as
 per article 2 paragraph (2) letter l) of Regulation no. 5/2018.

 Item 3.   With the affirmative votes of the shareholders representing
 92.904948% of the share capital and 99.999994% of the casted votes, approves,
 in accordance with Article 176, paragraph (1) of the Regulation no. 5/2018, 19
 October 2023 as Payment Date for the payment of the special dividend, computed
 as per article 178, paragraph (2) of Regulation no. 5/2018.

 Item 4.     With the affirmative votes of the shareholders representing
 92.904367% of the share capital and 99.999961% 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, 12 September 2023.

 

Christina Verchere

Chief Executive Officer

President of the Executive Board

 

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