Results of the votes on the Resolutions
of the Ordinary General Meeting of Shareholders
of OMV Petrom S.A. of April 24, 2024
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 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 the "Company" or "OMV Petrom"), 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 April 24, 2024, 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 Reference Date of OGMS (April 12, 2024):
Share capital: RON 6,231,166,705.80
Nominal value per share: RON 0.1
Voting rights per share: 1
Type of shares: common, nominative
Total number of shares: 62,311,667,058
Total number of shares with suspended voting right: 204,776
Total number of voting rights: 62,311,462,282
B. Results of the votes in the OGMS held on April 24, 2024:
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 2023, prepared in accordance with International Financial Reporting Standards (IFRS), as stipulated into Ministry of Public 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 2023 financial year, the following results were recorded:
Votes options | No. of shares | % of the share | % of the casted | |
capital | votes | |||
Votes "For" | 58,260,653,856 | 93.498789 | 99.999495 | |
1
Casted | Votes "Against" | 294,306 | 0.000472 | 0.000505 |
Total valid casted | ||||
votes | 58,260,948,162 | 93.499261 | ||
votes | ||||
Abstentions | 369,518 | |||
Annulled votes | 0 | |||
Unexpressed votes | 121,594 | |||
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 2023, 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 2023 financial year,
the following results were recorded:
% of the share | % of the | |||
Votes options | No. of shares | casted | ||
capital | ||||
votes | ||||
Votes "For" | 58,260,611,298 | 93.498720 | 99.999495 | |
Casted | ||||
Votes "Against" | 294,306 | 0.000472 | 0.000505 | |
votes | ||||
Total valid casted | 58,260,905,604 | 93.499192 | ||
votes | ||||
Abstentions | 356,274 | |||
Annulled votes | 0 | |||
Unexpressed votes | 177,396 | |||
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 2023 financial year,
the following results were recorded:
Votes options | No. of shares | % of the share | % of the | |
capital | casted votes | |||
Votes "For" | 58,260,488,237 | 93.498523 | 99.999495 | |
Casted | ||||
Votes "Against" | 294,306 | 0.000472 | 0.000505 | |
votes | ||||
Total valid casted | 58,260,782,543 | 93.498995 | ||
votes | ||||
Abstentions | 324,838 | |||
2
Annulled votes | 0 |
Unexpressed votes | 331,893 |
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 2023 financial year, the
Executive Board's proposal regarding the allocation of profits, determined according to the law, for the financial year ended December 31, 2023, was as follows:
- to reserves from fiscal facilities (reinvested profit) an amount of RON 43,902,792.65;
- dividends with a gross value amounting to RON 0.0413 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 (May 15, 2024), starting with the Payment Date established by this OGMS (June, 5 2024); 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:
Votes options | No. of shares | % of the share | % of the | ||
capital | casted votes | ||||
Votes "For" | 58,260,813,761 | 93.499045 | 99.999367 | ||
Casted | Votes "Against" | 368,617 | 0.000592 | 0.000633 | |
votes | |||||
Total valid casted | 58,261,182,378 | 93.499637 | |||
votes | |||||
Abstentions | 19,985 | ||||
Annulled votes | 0 | ||||
Unexpressed votes | 236,911 | ||||
5. For item no. 5 on the agenda of the OGMS, regarding the approval of the payment agent for the payment of the dividends, distributed as per item 4 above, the proposal was 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:
3
Votes options | No. of shares | % of the share | % of the | |
capital | casted votes | |||
Votes "For" | 58,260,477,735 | 93.498506 | 99.999549 | |
Casted | Votes "Against" | 262,704 | 0.000422 | 0.000451 |
votes | ||||
Total valid casted | 58,260,740,439 | 93.498928 | ||
votes | ||||
Abstentions | 272,013 | |||
Annulled votes | 0 | |||
Unexpressed votes | 426,822 | |||
6. For item no. 6 on the agenda of the OGMS, regarding the approval of the 2024 Income and Expenditure Budget,
the following results were recorded:
Votes options | No. of shares | % of the share | % of the | |
capital | casted votes | |||
Votes "For" | 58,254,717,909 | 93.489262 | 99.999475 | |
Casted | Votes "Against" | 305,801 | 0.000491 | 0.000525 |
votes | ||||
Total valid casted | 58,255,023,710 | 93.498753 | ||
votes | ||||
Abstentions | 582,531 | |||
Annulled votes | 0 | |||
Unexpressed votes | 5,833,033 | |||
7. For item no. 7 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 2023 financial year,
the following results were recorded:
Votes options | No. of shares | % of the share | % of the | ||
capital | casted votes | ||||
Votes "For" | 58,233,003,982 | 93.454415 | 99.999356 | ||
Casted | Votes "Against" | 375,008 | 0.000602 | 0.000644 | |
votes | |||||
Total valid casted | 58,233,378,990 | 93.455017 | |||
votes | |||||
Abstentions | 27,824,205 | ||||
4
Annulled votes | 0 |
Unexpressed votes | 236,079 |
8. For item no. 8 on the agenda of the OGMS, regarding the approval of the appointment of a new member of the Supervisory Board of OMV Petrom for the remaining period of the mandate granted to Mr. Niculae Havrilet, further to the waiver of his mandate as member of the Supervisory Board, the proposal no. 1 was the following: Sorin-DumitruElisei.
The following results were recorded:
Votes options | No. of shares | % of the share | % of the | |
capital | casted votes | |||
Votes "For" | 52,692,271,139 | 84.562448 | 90.590328 | |
Casted | Votes "Against" | 5,473,178,118 | 8.783553 | 9.409672 |
votes | ||||
Total valid casted | 58,165,449,257 | 93.346001 | ||
votes | ||||
Abstentions | 95,755,580 | |||
Annulled votes | 0 | |||
Unexpressed votes | 234,437 | |||
9. For item no. 9 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 2023 financial year,
the following results were recorded:
Votes options | No. of shares | % of the share | % of the | |
capital | casted votes | |||
Votes "For" | 57,746,045,074 | 92.672926 | 99.350044 | |
Casted | Votes "Against" | 377,779,391 | 0.606274 | 0.649956 |
votes | ||||
Total valid casted | 58,123,824,465 | 93.27920 | ||
votes | ||||
Abstentions | 135,937,640 | |||
Annulled votes | 0 | |||
Unexpressed votes | 1,677,169 | |||
10. For item no. 10 on the agenda of the OGMS, regarding the approval of the remuneration for the members of the Supervisory Board for the current year and of the general limit of the additional remunerations for the Supervisory Board members who were assigned specific positions within the Supervisory Board, the proposal was the following:
5
- an annual gross remuneration corresponding to a net remuneration of EUR 22,000 for each member of the Supervisory Board; and
- an additional gross remuneration per meeting corresponding to a net remuneration of EUR 4,400 for each member of the Audit Committee; and
- an additional gross remuneration per meeting corresponding to a net remuneration of EUR 2,200 for each member of the Presidential and Nomination Committee.
The following results were recorded:
Votes options | No. of shares | % of the share | % of the | |
capital | casted votes | |||
Votes "For" | 54,592,021,138 | 87.611235 | 93.923802 | |
Casted | ||||
Votes "Against" | 3,531,712,992 | 5.667820 | 6.076198 | |
votes | ||||
Total valid casted | 58,123,734,130 | 93.279055 | ||
votes | ||||
Abstentions | 136,359,123 | |||
Annulled votes | 0 | |||
Unexpressed votes | 1,346,021 | |||
11. For item no. 11 on the agenda of the OGMS, regarding the approval of the appointment of the
Company's financial auditor and of the minimum duration of the audit service agreement, the proposal was the appointment of KPMG Audit SRL as financial auditor of OMV Petrom for 2024 financial year, the duration of the audit service agreement being one year.
The following results were recorded:
Votes options | No. of shares | % of the share | % of the | ||
capital | casted votes | ||||
Votes "For" | 58,157,905,080 | 93.333894 | 99.828585 | ||
Casted | Votes "Against" | 99,862,653 | 0.160263 | 0.171415 | |
votes | |||||
Total valid casted | 58,257,767,733 | 93.494157 | |||
votes | |||||
Abstentions | 2,303,528 | ||||
Annulled votes | 0 | ||||
Unexpressed votes | 1,368,013 | ||||
6
12. For item no. 12 on the agenda of the OGMS, regarding the approval of the remuneration of the financial auditor appointed as per item 11 above, the proposal was a remuneration of EUR 743,900 to be paid to
KPMG Audit SRL for auditing OMV Petrom's financial statements for 2024 financial year.
The following results were recorded:
Votes options | No. of shares | % of the share | % of the | |
capital | casted votes | |||
Votes "For" | 58,023,959,113 | 93.118932 | 99.825627 | |
Casted | ||||
Votes "Against" | 101,354,704 | 0.162658 | 0.174373 | |
votes | ||||
Total valid casted | 58,125,313,817 | 93.281590 | ||
votes | ||||
Abstentions | 134,437,703 | |||
Annulled votes | 0 | |||
Unexpressed votes | 1,687,754 | |||
13. For item no. 13 on the agenda of the OGMS, regarding the approval of 15 May 2024 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 14 May 2024 as Ex-Date,
the following results were recorded:
Votes options | No. of shares | % of the share | % of the | ||
capital | casted votes | ||||
Votes "For" | 58,259,583,799 | 93.497071 | 99.999391 | ||
Casted | |||||
Votes "Against" | 354,567 | 0.000569 | 0.000609 | ||
votes | |||||
Total valid casted | 58,259,938,366 | 93.497640 | |||
votes | |||||
Abstentions | 175,247 | ||||
Annulled votes | 0 | ||||
Unexpressed votes | 1,325,661 | ||||
14. For item no. 14 on the agenda of the OGMS, regarding the approval of 5 June 2024 as Payment Date for payment of dividends for 2023 financial year,
the following results were recorded:
Votes options | No. of shares | % of the share | % of the | |
capital | casted votes | |||
Votes "For" | 58,259,671,708 | 93.497212 | 99.999371 | |
7
Casted | Votes "Against" | 366,389 | 0.000588 | 0.000629 |
Total valid casted | ||||
votes | 58,260,038,097 | 93.497800 | ||
votes | ||||
Abstentions | 64,046 | |||
Annulled votes | 0 | |||
Unexpressed votes | 1,337,131 | |||
15. For item no. 15 on the agenda of the OGMS, regarding the approval of the empowering 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,
the following results were recorded:
Votes options | No. of shares | % of the share | % of the | |
capital | casted votes | |||
Votes "For" | 58,256,667,804 | 93.492392 | 99.999556 | |
Casted | Votes "Against" | 258,607 | 0.000415 | 0.000444 |
votes | ||||
Total valid casted | 58,256,926,411 | 93.492807 | ||
votes | ||||
Abstentions | 2,654,077 | |||
Annulled votes | 0 | |||
Unexpressed votes | 1,858,786 | |||
8
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
OMV Petrom SA published this content on 30 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2024 12:43:09 UTC.