OMV PETROM S.A.

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OMV Petrom S A : Results on the votes on the Resolutions of the Ordinary General Meeting of Shareholders of OMV Petrom S.A. held on April 27, 2022 (PDF, 158,5 KB)

05/11/2022 | 09:12am

Results of the votes on the Resolutions

of the Ordinary General Meeting of Shareholders

of OMV Petrom S.A. of 27 April 2022

In accordance with article 209 of Regulation no. 5/2018 of the Financial Supervisory Authority on issuers of financial instruments and market operations, OMV Petrom S.A., a company managed in a two tier system, incorporated and functioning under the laws of Romania, registered with the Bucharest Trade Registry Office under number J40/8302/1997, sole registration code 1590082, having the headquarters at 22 Coralilor Street, District 1, Bucharest ("Petrom City"), having the subscribed and paid share capital of RON 5,664,410,833.50, divided in 56,644,108,335 common, nominative shares of stock with a face value of RON 0.1 each (hereinafter referred to as the "Company"), hereby publishes the results of the votes from the Ordinary General Meeting of Shareholders (hereinafter referred to as the "OGMS") held upon first convening and in observance of legal validity requirements on 27 April 2022, starting with 10:00 o'clock (Romanian time), at OMV Petrom headquarters, namely Petrom City, Infinity Building, Oval A, 22 Coralilor Street, District 1, Bucharest, Romania, as follows,

A. Status of shares and voting rights as at the date of OGMS:

Share capital: RON 5,664,410,833.50

Nominal value per share: RON 0.1

Voting rights per share: 1

Type of shares: common, nominative:

Total number of shares: 56,644,108,335

Voting right shares: 56,644,108,335

Total number of voting rights: 56,643,903,559

Suspended voting right shares: 204,776.

B. Results of the votes in the OGMS held on 27 April 2022

1. For item no. 1 on the agenda of the OGMS, regarding the approval of the separate financial statements of OMV Petrom for the financial year ended on 31 December 2021, prepared in accordance with International Financial Reporting Standards (IFRS), as stipulated into Ministry of Finance Order no. 2844/2016, based on the Independent Auditor's Report, the Report of the Executive Board and the Report of the Supervisory Board for the 2021 financial year,

the following results were recorded:

  • - Quorum: 51,460,634,574 shares representing 90.84905% of the share capital and 90.84938% of the voting rights;

  • - Total number of valid votes: 51,460,634,574;

  • - Total number of shares corresponding to the valid votes 51,460,634,574, representing 90.84905% of the share capital;

-

Votes:

  • o For: 51,460,634,574 votes representing 90.84905% of the share capital and 100% of the casted votes;

  • o Against: 0 votes;

  • o Abstentions: 0 votes.

  • 2. For item no. 2 on the agenda of the OGMS, regarding the approval of the consolidated financial statements of OMV Petrom for the financial year ended on 31 December 2021, prepared in accordance with IFRS, as endorsed by the European Union, based on the Independent Auditor's Report, the Report of the Executive Board and the Report of the Supervisory Board for the 2021 financial year,

    the following results were recorded:

    • - Quorum: 51,460,634,574 shares representing 90.84905% of the share capital and 90.84938% of the voting rights;

    • - Total number of valid votes: 51,460,634,574;

    • - Total number of shares corresponding to the valid votes 51,460,634,574, representing 90.84905% of the share capital;

    • - Votes:

      • o For: 51,460,634,574 votes representing 90.84905% of the share capital and 100% of the casted votes;

      • o Against: 0 votes;

      • o Abstentions: 0 votes.

  • 3. For item no. 3 on the agenda of the OGMS, regarding the approval of the Annual Report which also includes the Report of the Executive Board and the Report of the Supervisory Board for the 2021 financial year,

    the following results were recorded:

    • - Quorum: 51,460,634,574 shares representing 90.84905% of the share capital and 90.84938% of the voting rights;

    • - Total number of valid votes: 51,460,634,574;

    • - Total number of shares corresponding to the valid votes 51,460,634,574, representing 90.84905% of the share capital;

-

Votes:

  • o For: 51,460,634,574 votes representing 90.84905% of the share capital and 100% of the casted votes;

  • o Against: 0 votes;

  • o Abstentions: 0 votes.

4. For item no. 4 on the agenda of the OGMS, regarding the approval of the allocation of the profits, determined according to the law, as well as the distribution of dividends for 2021 financial year:

For 4.a regarding the approval of the Executive Board's proposal regarding the allocation of profits, determined according to the law, for the financial year ended December 31, 2021, as follows:

  • (i) to reserves from fiscal facilities (reinvested profit) an amount of RON 60,175,051.30

  • (ii) dividends with a gross value amounting to RON 0.0341 per share to be distributed 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 May 13, 2022), starting with the Payment Date established by this OGMS (the Payment Date proposed to be approved by OGMS being June, 6 2022); the net dividend and related tax on dividend is to be determined using the following computation method: the gross 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 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 following results were recorded:

  • - Quorum: 51,460,634,574 shares representing 90.84905% of the share capital and 90.84938% of the voting rights;

  • - Total number of valid votes: 51,460,634,574;

  • - Total number of shares corresponding to the valid votes 51,460,634,574, representing 90.84905% of the share capital;

-

Votes:

o

For: 51,460,634,574 votes representing 90.84905% of the share capital and 100% of the

casted votes;

o

Against: 0 votes;

o

Abstentions: 0 votes.

For 4.b regarding the approval, in line with the capital market legislation requirements for the payment of dividends, that 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.,

the following results were recorded:

- Quorum: 51,460,634,574 shares representing 90.84905% of the share capital and 90.84938% of the voting rights;

-

Total number of valid votes: 51,460,634,574;

  • - Total number of shares corresponding to the valid votes 51,460,634,574, representing 90.84905% of the share capital;

  • - Votes:

    • o For: 51,460,634,574 votes representing 90.84905% of the share capital and 100% of the casted votes;

    • o Against: 0 votes;

    • o Abstentions: 0 votes.

5. For item no. 5 on the agenda of the OGMS, regarding the approval of the 2022 Income and Expenditure Budget,

the following results were recorded:

  • - Quorum: 51,460,634,574 shares representing 90.84905% of the share capital and 90.84938% of the voting rights;

  • - Total number of valid votes: 51,460,634,574;

  • - Total number of shares corresponding to the valid votes 51,460,634,574, representing 90.84905% of the share capital;

-

Votes:

  • o For: 51,460,634,574 votes representing 90.84905% of the share capital and 100% of the casted votes;

  • o Against: 0 votes;

  • o Abstentions: 0 votes.

6. For item no. 6 on the agenda of the OGMS, regarding the approval of the discharge of liability of the members of the Executive Board and of the members of the Supervisory Board for the 2021 financial year,

the following results were recorded:

  • - Quorum: 51,460,634,574 shares representing 90.84905% of the share capital and 90.84938% of the voting rights;

  • - Total number of valid votes: 51,460,634,574;

  • - Total number of shares corresponding to the valid votes 51,460,634,574, representing 90.84905% of the share capital;

-

Votes:

  • o For: 51,432,355,914 votes representing 90.79913% of the share capital and 100% of the casted votes;

  • o Against: 0 votes;

  • o Abstentions: 28,278,660 votes.

7. For item no. 7 on the agenda of the OGMS, regarding the approval of the appointment of 2 (two) new members of the Supervisory Board of OMV Petrom, as follows:

For 7.a regarding the appointment of Mr. Alfred Stern as member of the Supervisory Board of OMV Petrom for the remaining period of the mandate granted to Mr. Rainer Seele, further to the waiver of his mandate as member of the Supervisory Board,

the following results were recorded:

  • - Quorum: 51,460,634,574 shares representing 90.84905% of the share capital and 90.84938% of the voting rights;

  • - Total number of valid votes: 51,460,634,574;

  • - Total number of shares corresponding to the valid votes 51,460,634,574, representing 90.84905% of the share capital;

-

Votes:

o

For: 45,195,447,691 votes representing 79.78844% of the share capital and 91.79994% of

the casted votes;

o

Against: 4,037,100,109 votes;

o

Abstentions: 2,228,086,774 votes.

For 7.b regarding the appointment of Mr. Martijn Arjen van Koten as member of the Supervisory Board of OMV Petrom for the remaining period of the mandate granted to Mr. Wolfram Krenn, further to the waiver of his mandate as member of the Supervisory Board,

the following results were recorded:

  • - Quorum: 51,460,634,574 shares representing 90.84905% of the share capital and 90.84938% of the voting rights;

  • - Total number of valid votes: 51,459,573,474;

  • - Total number of shares corresponding to the valid votes 51,459,573,474, representing 90.84718% of the share capital;

-

Votes:

o

For: 45,049,833,381 votes representing 79.53137% of the share capital and 91.67581% of

the casted votes;

o

Against: 4,090,538,323 votes;

o

Abstentions: 2,319,201,770 votes.

8. For item no. 8 on the agenda of the OGMS, regarding the vote on the Remuneration Report for the members of the Executive Board and for the members of the Supervisory Board for 2021 financial year,

the following results were recorded:

- Quorum: 51,460,634,574 shares representing 90.68820% of the share capital and 90.68852% of the voting rights;

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OMV Petrom SA published this content on 11 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 May 2022 13:11:12 UTC.

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