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
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| 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"),
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Hereby decides upon items on the agenda OGMS no. 1, 2, 3 and 4, as follows: |
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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.
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| 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). |
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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. |
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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. |
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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.
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| 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.
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| 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. |
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| This resolution is signed today, 12 September 2023.
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Christina Verchere
Chief Executive Officer
President of the Executive Board
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