Societatea Conpet S A : Notice of OGSM & EGSM 28(29).04.2022

No. 10240/ 21.03.2022

Current report no. 5/2022

As per Law no. 24/ 2017 and ASF Regulation no. 5/2018

Date of the report	21.03.2022
Issuer's Name:	CONPET S.A. Ploiești
Registered Offices	No. 1-3, No. 1-3, Anul 1848 Street
Telephone/facsimile/email:	0244/ 401360/ 516451/ 402385/
[e-mail]
Tax Identification Number
at the Trade Register Office	1350020
No. at the Trade Registry:	J29/6/22.01.1991
Subscribed and paid-up share capital:	28,569,842.40 RON
Total number of shares:	8,657,528 nominative shares

The regulated market where the issued securities are being traded: B.S.E., PREMIUM Category

Reporting significant events: as per Art 234, Para.1, letter c) of ASF Regulation no 5/2018:

• I. OGMS convening for the date 28.04.2022 (in first call)/ 29.04.2022 (in second call), 10.00 A.M.

• II. EGMS convening for the date 28.04.2022 (in first call)/ 29.04.2022 (in second call), 11.00 A.M. -------------------------------------------------------------------------------------------------------------------------

I. OGMS convening for the date 28.04.2022 (in first call)/ 29.04.2022 (in second call), 10.00 A.M.

Following the decision of the meeting of the Board of Directors dated 21.03.2022, the company CONPET SA informs the shareholders and the investing public on the convening of the OGMS for the date 28.04.2022 (in first call)/29.04.2022 (in second call).

The OGMS is convened for the date 28.04.2022 (in first call)/29.04.2022 (in second call), 10.00

AM, at the company's headquarters in Ploiesti, no. 1-3, Anul 1848 Street. The reference date of the OGMS is 18.04.2022. The registration date proposed by the Board of Directors for the meeting is

25.05.2022 (serving for the identification of the shareholders who are to benefit from dividends or other rights and who fall under the rights of the OGMS Resolution), setting the date of 24.05.2022 as ex-date related to the OGMS and setting the date of 16.06.2022 as the date of payment of dividends (Regulation A.S.F. No. 5/2018).

The OGMS convening notice includes the following Agenda:

• 1. Election of a Secretary of the Ordinary General Meeting of Shareholders (OGMS).

• 2. Presentation of the Annual Report of Administrators for the financial year 2021.

• 3. Presentation of the Report of the Independent Financial Auditor BDO Audit S.R.L.

• 4. Approval of the financial statements on and for the financial year ended on 31.12.2021 prepared based on the accounting regulations according to IFRS approved by OMFP no. 2844/2016.

5. Approval of distribution of the net profit related to the financial year 2021 reunited with the provision for the employees share of profit and the distribution of amounts of retained earnings and other reserves, the determination of the gross dividend per share (from the amounts allocated from the profit of 2021 and from the amounts allocated from retained earnings and other reserves), the establishment of the registration date and the establishment of the date of payment of dividends to shareholders, as follows:

• a) distribution of the net profit for the year 2021 (51,928,770 RON), reunited with the provision for the employees share of profit (5,518,383 RON), in the total amount of 57,447,153 RON, as follows:

  - other distributions stipulated by law - payment exemption of the reinvested profit tax

  (account 1068), Art.22 of Law no. 227/2015 on the fiscal code: 1,484,680 RON

  - dividends due to shareholders: 50,444,090 RON;

  - employees share of profit within the limit of 10% of net profit, reunited with the provision for employees share of profit: 5,518,383 RON;

• b) distribution of the retained earnings in the amount of 7,130,819 RON in the form of dividends due to shareholders.

c) distribution of other reserves (prescribed dividends not collected within 3 years from the due date) in the amount of 5,482,940 RON in the form of dividends due to shareholders.

d) setting the amount of the gross dividend proposed to be granted to shareholders in the amount of 7.28358592 RON/share representing the total gross dividend/share.

e) setting the date of 25.05.2022 as the registration date serving for the identification of the shareholders who are to benefit from dividends or other rights and who fall under the rights of the

OGMS Resolution, ex-date 24.05.2022.

• f) setting the date of 16.06.2022 as the date of payment of dividends to shareholders.

• g) the payment of dividends will be performed in RON exclusively to the shareholders registered in the Shareholders Registry (held by "Depozitarul Central" S.A.) at the registration date set by the General Meeting of Shareholders, and the dividends payment method will be acknowledged to the shareholders prior to the date of initiation of payment. The expenses occasioned by the payment of dividends are being borne by the shareholders.

6. Approval of the discharge of administration of the company's administrators for the financial ended 31.12.2021.

7. Approval of the Annual Report of the Nomination and Remuneration Committee (Ro. CNR) related to the remunerations and other benefits awarded to the administrators and the directors with contract of mandate during 2021 financial year (Remuneration Report).

8. Approval of the Board of Director's report on the administration activity in 2021 prepared in accordance with Art. 55 of EGO 109/2011 on corporate governance of public enterprises and the provisions of the contract of mandate.

9. Presentation of the Board of Director's report 2021 of monitoring the framing of key performance indicators of the administrators for the year 2021 in the limits approved by the OGMS and: a) Approval of the total degree of achievement (102.3 %) of the financial and non-financial key performance indicators (KPIs) of the administrators for 2021.

b) Approval of granting the variable component due to administrators for the period of mandate carried out in 2021, according to the provisions of the contract of mandate.

10. Appointment of a provisional administrator with a term of office of 4 months from the date of the OGMS Resolution, namely 28.04.2022/29.04.2022 and up to the date of 21.08.2022 (inclusive of) - the date of expiry of the mandate of the current Board of Directors or until the completion of the recruitment and selection procedure provided for in EGO no. 109/ 2011 on corporate governance of public enterprises, if this takes place earlier than 4 months after the appointment by the OGMS of the provisional administrator.

• 11. Approval of the mandate contract that will be concluded with the provisional administrator.

• 12. Approval of the designation of the representative of the Ministry of Energy in the Ordinary General

Meeting of Shareholders for the signing of the contract of mandate of the provisional administrator. 13. Note no. 9452/15.03.2022 on the extension of the term related to the accomplishment of the measures in the Resolution no. 28/2013 of Prahova Court of Accounts.

14. Note no. 9490/15.03.2022 regarding the transactions concluded by CONPET S.A. according to Art. 52 Para. (3) Item b) of EGO no. 109/2011, subsequent completions and amendments.

15. The empowerment of the President of the Ordinary General Meeting of Shareholders to sign the

OGMS Resolution and to perform the necessary diligence in order to register the administrator and the OGMS Resolution at the Trade Registry Office of the Prahova Tribunal, public it in the Official Gazette of Romania Part IV, as well as to be granted the right to delegate, to another person, the proxy to perform the above-mentioned diligence.

II. EGMS convening for the date 28.04.2022 (in first call)/ 29.04.2022 (in second call), 11.00 A.M.

Following the decision of the meeting of the Board of Directors dated 21.03.2022, the company CONPET SA informs the shareholders and the investing public on the convening of the OGMS for the date 28.04.2022 (in first call)/29.04.2022 (in second call).

The EGMS is convened for the date 28.04.2022 (in first call)/29.04.2022 (in second call), 11.00

AM, at the company's headquarters in Ploiesti, no. 1-3, Anul 1848 Street. The reference date of the EGMS is 18.04.2022. The registration date proposed by the Board of Directors for the meeting is

20.05.2022, with ex-date 19.05.2022 related to the EGMS.

The EGMS convening notice includes the following Agenda:

• 1. Election of a Secretary of the Extraordinary General Meeting of Shareholders (EGMS).

• 2. a). Approval of the initiation of the procedure regarding the augmentation of the share capital of

CONPET S.A. by the value of the land plots related to the 48 land ownership certificates;

b) Approval to formulate a request to the Trade Office Register attached to Prahova Law Court for the appointment of an authorized appraiser for the appraisal of the lands in total surface of 554,337

Sq.m. related to the 48 land ownership certificates, aiming at the augmentation of the share capital of CONPET S.A.

3. Approval of the registration date 20.05.2022 advanced by the Board of Directors, with ex-date 19.05.2022.

4. The empowerment of the President of the Extraordinary General Meeting of Shareholders to sign the EGMS Resolution and to perform the necessary diligence in order to register the present EGMS

Resolution, publish it in the Official Gazette of Romania, Part IV, as well as to be granted the right to delegate, to another person, the proxy to perform the above-mentioned diligence. ------------------------------------------------------------------------------------------------------ -------------------

We hereby attach to the current report the OGMS and EGMS Convening notices, convened for 28.04.2022 (29.04.2022).

Director General Eng. Dorin TUDORA

CONVENING NOTICE

The Board of Directors (BoD) of the company CONPET S.A.

unitary-system administered company incorporated and functioning according to the applicable

Romanian legislation, headquartered in Ploiești, no. 1-3, Anul 1848 street, registered at the Trade Registry Office attached to Prahova Law Court under no. J29/6/1991, tax registration number RO 1350020, with a subscribed and paid-up capital in amount of 28,569,842.40 RON (hereinafter called "CONPET" S.A. or the "Company"), as per the provisions of Law no. 31/1990 on the companies,

republished subsequent amendments and completions, of EGO no. 109/2011 on the corporate governance of public institutions, amended and completed by Law no. 111/2016, of Law no. 24/2017, on the issuers of financial instruments and market operations, of ASF Regulation no.5/2018 on the financial instruments and market operations issuers and other applicable acts, as well as the Articles of Incorporation of the Company, met at the Board of Directors meeting dated 21.03.2022.

CONVENES

THE ORDINARY GENERAL MEETING OF SHAREHOLDERS (OGMS)

for the date of 28.04.2022, 10.00 AM, which will take place at the Company's headquarters in Ploiesti, no. 1-3, Anul 1848 Street, Prahova County, with the following:

AGENDA:

• 1. Election of a Secretary of the Ordinary General Meeting of Shareholders (OGMS).

• 2. Presentation of the Annual Report of Administrators for the financial year 2021.

• 3. Presentation of the Report of the Independent Financial Auditor BDO Audit S.R.L.

• 4. Approval of the financial statements on and for the financial year ended on 31.12.2021 based on the accounting regulations according to IFRS approved by OMFP no. 2844/ 2016.

5. Approval of distribution of the net profit related to the financial year 2021 reunited with the provision for the employees share of profit and the distribution of amounts of retained earnings and other reserves, the determination of the gross dividend per share (from the amounts allocated from the profit of 2021 and from the amounts allocated from retained earnings and other reserves), the establishment of the registration date and the establishment of the date of payment of dividends to shareholders, as follows: