No. 12548/ 07.04.2022
Current report no. 8/2022
As per Law no. 24/ 2017 and ASF Regulation no. 5/2018
Date of the report | 07.04.2022 |
Issuer's Name | CONPET S.A. Ploiești |
Registered Offices | No. 1-3, Anul 1848 Street, Ploiesti |
Telephone/facsimile/email: | 0244/ 401360/ 516451/ 402385/ |
actionariat@conpet.ro | |
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 of ASF Regulation no 5/2018:
Supplementation of the Agenda of the Extraordinary General Meeting of Shareholders (EGMS) convened on 28.04.2022 - in first call/29.04.2022 - in second call, 11:00 AM, at the company's registered office located in Ploiesti, no. 1-3 Anul 1848 Street. The reference date of the meeting is 18.04.2022. The registration date proposed by the Board of Directors for the meeting is 20.05.2022. Setting the date of 19.05.2022 as ex-date related to the EGMS.
Supplementation of the Agenda of the E.G.M.S. Convening Notice following the receipt from S.I.F. Banat - Crișana S.A., as a shareholder of the company CONPET S.A. (owner of a number of shares representing 6.5% of the share capital of the company), of a request regarding the introduction of two items on the agenda (positions no. 5 and 6 in the supplemented agenda), respectively:
"1. Approval of the amendment of the Articles of Incorporation of "CONPET" S.A., as per the proposals in the Annex to the EGMS Convening Notice. (The Articles of Incorporation Draft Amendment)
2. The Empowerment: a) Of the President of the Extraordinary General Meeting of Shareholders session to sign the updated version of the Articles of Incorporation, following the approved amendments.
b) Of the Director General to perform the necessary diligence in order to submit/register the updated version of the Articles of Incorporation at the Trade Register Office attached to the Prahova Law Court, publish it in the Official Gazette of Romania Part IV, as well as to grant the right to delegate, to another person, the proxy to perform the above-mentioned diligence."
The initial EGMS Agenda dated 28.04.2022 - in first call /29.04.2022 - in second call, is supplemented accordingly, with appropriate renumbering of the associated items, thus resulting in 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 Register Office 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 session 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 grant the right to delegate, to another person, the proxy to perform the above-mentioned diligence.
5. Approval of the amendment of the Articles of Incorporation of "CONPET" S.A., as per the proposals in the Annex to the EGMS Convening Notice. (The Articles of Incorporation Draft Amendment)
6. The Empowerment: a) Of the President of the Extraordinary General Meeting of Shareholders session to sign the updated version of the Articles of Incorporation, following the approved amendments.
b) Of the Director General to perform the necessary diligence in order to submit/register the updated version of the Articles of Incorporation at the Trade Register Office attached to the Prahova Law Court, publish it in the Official Gazette of Romania Part IV, as well as to grant the right to delegate, to another person, the proxy to perform the above-mentioned diligence." ----------------------------------------------------------------------------------------------------
We hereby attach to this current report the EGMS Convening Notice for the date of 28.04.2022 (29.04.2022) containing the suplemented agenda, including the Annex to the EGMS Convening Notice containing the Draft Amendment of the Articles of Incorporation.
Director General
Eng. Dorin TUDORA S.s Illegible, Stamp
CONVENING NOTICE
(supplementing the agenda of the Extraordinary General Meeting of Shareholders (EGMS)
convened for 28.04.2022 - first call/29.04.2022 - second call)
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 Decision of the Board of Directors no. 6/07.04.2022, supplements the agenda of the Extraordinary General Meeting of Shareholders, convened for
28.04.2022 - first call/ 29.04.2022 - second call, 11:00 AM, which will take place at the Company's
headquarters in Ploieşti Municipality, no. 1-3 Anul 1848 Street, Prahova County and to which only persons who have the capacity of shareholders have the right to participate and vote, respectively are registered in the Company's Shareholders' Register at the end of the reference date 18.04.2022, in accordance with the provisions of Law no. 31/1990, republished, subsequent amendments and completions, of GEO nr. 109/2011 on corporate governance of public enterprises, subsequent amendments and completions, of Law no. 24/2017 on issuers of financial instruments and market operations and of A.S.F. Regulation no. 5/2018, as well as with the Articles of Incorporation of the
Company, respectively at the request of S.I.F. Banat - Crișana S.A., as a shareholder who holds a number of shares representing 6.5% of the share capital of CONPET S.A., respectively with two items introduced on the agenda (positions no. 5 and 6 in the completed agenda):
"1. Approval of the amendment of the Articles of Incorporation of "CONPET" S.A., as per the proposals in the Annex to the EGMS Convening Notice. (The Articles of Incorporation Draft amendment)
2. The Empowerment: a) Of the President of the Extraordinary General Meeting of Shareholders to sign the updated version of the Articles of Incorporation, following the approved amendments.
b) Of the Director General to perform the necessary diligence in order to submit/register the updated version of the Articles of Incorporation at the Trade Register Office attached to Prahova Law Court,publish it in the Official Gazette of Romania Part IV - a, as well as to grant the right to delegate, to another person, the proxy to perform the above-mentioned diligence."
The initial EGMS Agenda dated 28.04.2022 - in first call/29.04.2022 - in second call, is supplemented accordingly, thus resulting in 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 appraisor 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.
5. Approval of the amendment of the Articles of Incorporation of "CONPET" S.A., as per the
proposals in the Annex to the EGMS Convening Notice. (The Articles of Incorporation Draft amendment)
6. The Empowerment: a) Of the President of the Extraordinary General Meeting of Shareholders to sign the updated version of the Articles of Incorporation, following the approved amendments.
b) Of the Director General to perform the necessary diligence in order to submit/register the updated version of the Articles of Incorporation at the Trade Register Office attached to the Prahova Tribunal, publish it in the Official Gazette of Romania Part IV - a, as well as to grant the right to delegate, to another person, the the proxy to perform the above-mentioned diligence."
Initial convening of the Extraordinary General Meeting of Shareholders was made in compliance with the legal requirements, the convening notice being published in the Official Gazette of Romania, Part IV, no. 1206/23.03.2022 and in the newspaper "Jurnalul" dated 23.03.2022.
The EGMS Convening Notice was established as Annex to the Current Report no. 5/21.03.2022, which was submitted to BSE and ASF on 21.03.2022 and published on the websiteswww.bvb.roandwww.conpet.roon 21.03.2022.
The completion of the Agenda of the Extraordinary General Meeting of Shareholders convened on 28.04.2022 - in first call /29.04.2022 - in second call was made in accordance with the provisions of Art. 1171 Para. (1) of Law no. 31/1990 regarding the companies, republished, subsequent amendments and completions, of Art. 105, Para. (3) of Law no. 24/2017, regarding the issuers of financial instruments and market operations and of art. 189 of ASF Regulation no. 5/2018 following the request of the significant shareholder S.I.F. Banat - Crișana S.A., to introduce two items on the agenda of the general meeting.
The Convening Notice containing the completed agenda, the request from S.I.F. Banat - Crisana S.A., the special empowerment model, the proposal of the EGMS draft decision, the correspondence voting bulletin, updated according to the supplemented Agenda are available starting 08.04.2022, 10:00 AM, on the websitewww.conpet.ro,section "Investor Relations/GMS Documents EGMS 28.04.2022", and at the headquarters of CONPET S.A. The shareholders may receive, upon request, copies of documents related to the items included on the agenda of the EGMS.
Additional information can be obtained at "CONPET" S.A. headquarters in Ploiesti, no. 1-3, Anul 1848 Street, BoD and GMS Secretariat Bureau, tel. 0244.401.360, ext. 2655, 2579, facsimile 0244.516.451, between 08:00 A.M.-14:30 PM, e-mail:actionariat@conpet.ro.
CHAIRMAN OF THE BOARD OF DIRECTORS
CRISTIAN - FLORIN GHEORGHE
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