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OMV PETROM S.A.

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OMV Petrom S A : Convening notice of Ordinary General Meeting of Shareholders on 26 July 2022 (first convening) (PDF, 248,9 KB)

06/21/2022 | 01:05pm EDT

Ad hoc report

OMV Petrom S.A.

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: June 21, 2022

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: 5,664,410,833.5 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 26 July 2022 (first convening)

OMV Petrom S.A. announces that today, the Executive Board's proposal for distribution of special dividends published on June 14, 2022, 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 July 26, 2022 (first convening).

The total value of special dividends is RON 2,548,975,660.161, considering the current total number of OMV Petrom S.A.'s shares of 56,644,108,335, 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 26 July 2022 (first convening).

The proposed Record Date, which serves dividends is August 11, 2022, the proposed is September 2, 2022.

to the identification of the shareholders who are to benefit from "Ex-Date" is August 10, 2022, while the proposed Payment Date

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:

  • Convening notice of Ordinary General Meeting of Shareholders on 26 July 2022 (first convening).

Christina Verchere

Alina Popa

Chief Executive Officer

Chief Financial Officer

President of the Executive Board

Member of the Executive Board

1 The final amount of the total dividends will be established at the Record Date applying the computations rules detailed in OGMS materials.

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 5,664,410,833.50 (hereinafter referred to as "OMV Petrom" or the "Company"),

Considering mainly the provisions of:

  • OMV Petrom's Articles of Association in force as of 27 April 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 26 July 2022 (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 11 August 2022 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 10 August 2022 as Ex-Date.
  3. Approval of 2 September 2022 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 15 July 2022 (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 23 June 2022, 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). 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:

  1. at the Correspondence Entry or by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 11 July 2022, 16:30 o'clock, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 JULY 2022", or
  2. by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature no. 455/2001, no later than 11 July 2022, 16:30 o'clock, at aga@petrom.comindicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
    OF 26/27 JULY 2022".

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:

  1. at the Correspondence Entry or by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 22 July 2022, 14:00 o'clock, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 JULY 2022", or
  2. by e-mail having attached an extended electronic signature, in compliance with the Law on Digital Signature no. 455/2001, no later than 22 July 2022, 14:00 o'clock, at aga@petrom.com, indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL MEETING OF
    SHAREHOLDERS OF 26/27 JULY 2022".

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:

  1. 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 26/27 JULY 2022", or
  2. 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, indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL
    MEETING OF SHAREHOLDERS OF 26/27 JULY 2022".

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:

  1. a majority shareholder of the Company, or another person controlled by such shareholder;
  2. 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);
  3. an employee or an auditor of the Company or of a majority shareholder or of controlled entity as provided at letter a);
  4. 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 o

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:

  1. 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 26/27 JULY 2022", or
  2. 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, indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL
    MEETING OF SHAREHOLDERS OF 26/27 JULY 2022".

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 26/27 July 2022.

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:

  1. 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 26/27 JULY 2022", or
  2. 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, indicating in the "subject matter" field: "FOR THE ORDINARY GENERAL
    MEETING OF SHAREHOLDERS OF 26/27 JULY 2022".

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:

  1. 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

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

OMV Petrom SA published this content on 21 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 June 2022 17:04:06 UTC.


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