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CONPET SA - COTE

Notice of OGSM for 05 (06).03.2018 & Changes in BoA of CONPET S.A.

Release Date: 1/30/2018 3:16:53 PM

IRIS Code: DBA32

CONPET SA

No.1-3 anul 1848 Street, Ploiesti, Prahova, Romania

TIN RO 1350020

NACE Code 4950

CRN J29/6/22.01.1991

Subscribed and paid-up share capital 28 569 842.40 RON

 

No. 3388/ 30.01.2018

 

To: The Bucharest Stock Exchange

Phone no. +40 21.307.95.00/ Fax no. +40  021.307.95.19

 

The Financial Supervisory Authority 

Phone no. +40 021.659.60.57/ Fax no. +40 021.659.64.36; 021.659.60.51

 

Current Report no. 3/2018

as per Law no. 24/2017 and CNVM Regulation no. 1/2006

 

 

Date of the report

30.01.2018

Name of the Issuing Entity

CONPET S.A. Ploiesti

Registered Office

No. 1-3, Anul 1848 Street, Ploiesti

Phone/Facsimile/E-mail

0244/ 401360/ 516451/ 402385/ actionariat@conpet.ro

Sole Registration Number at ORC

1350020

No at the Trade Registry

J29/6/22.01.1991

Subscribed and paid-up share capital

28,569,842.40 RON

Total No of Shares

8,657,528 nominative shares

   The regulated market where

    the issued securities are being traded:            PREMIUM Category

 

Reporting significant events:

Following the meeting of the Board of Administration held on 29.01.2018, the company CONPET S.A. informs the investing public with regards to:

I.                   The provisional appointment of Mr. Ion Cristian MATEI as administrator of CONPET S.A.. on the place left vacant following the resignation of Mr. Spinu Antonio– Adrian;

II.                The waiver of Mr. Constantin Vaduva from the capacity of Chairman of the BoA and the appointment of Mrs. Manuela – Petronela Stan - Olteanu in the capacity of Chairman of BoA, as of 30.01.2018;

III.             The call of the Ordinary General Meeting of Shareholders (OGMS) for the date of 05.03.2018 in first call/ 06.03.2018 in second call.

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I.     The provisional appointment of Mr. Ion Cristian MATEI as administrator of CONPET S.A.. on the place left vacant following the resignation of Mr. Spinu Antonio– Adrian.

Upon the meeting of the Board of Administration of CONPET S.A., dated 29.01.2018, was acknowledged the waiver from the quality of member of the Board of Administration of Mr. Antonio-Adrian SPINU, in force starting 22.01.2018, pursuant to his letter of resignation submitted to the company on 22.01.2018, with the subsequent termination of the administration contract concluded with CONPET S.A.

Concurrently, the Board of Administration provisionally appointed as administrator of CONPET S.A., until the meeting of the Ordinary General Meeting of Shareholders that will be called under the law, Mr. Ion Cristian MATEI, starting 29.01.2018, on the place left vacant following the resignation of Mr. Antonio – Adrian SPINU. The appointment of the provisional administrator is being performed pursuant to the provisions of Art.1372, Para 1 of Law no.31/1990 on companies, republished, subsequent amendments and completions, of Art. 19 Para (4) CONPET S.A. Articles of Incorporation, considering the recommendation of the Nomination and Remuneration Committee.

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II.                The waiver of Mr. Constantin Vaduva from the capacity of Chairman of the Board of Administration and the appointment of Mrs. Manuela – Petronela Stan - Olteanu in the capacity of Chairman of the Board of Administration, as of 30.01.2018;

The Board of Administration has acknowledged the waiver of Mr. Constantin VADUVA from the capacity of Chairman of the Board of Administration and appointed Mrs. Manuela – Petronela STAN - OLTEANU in the capacity of Chairman of BoA, starting 30.01.2018, along the period left to be exercised from the mandate of provisional administrator, namely up to 28.03.2018, or up to the completion of the selection procedure of the administrators  stipulated in EGO no. 109/ 2011 on the corporate governance of the public enterprises, approved with amendments and completions by Law no. 111/ 2016, whether it takes place less than 4 months from the appointment of the provisional administrators.

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III.             The Call of the Ordinary General Meeting of Shareholders (OGMS) for the date of  05.03.2018 (in first call)/ 06.03.2018 (in second call).

The OGMS is being called for the date of 05.03.2018 (in first call)/06.03.2018 (in second call), 9:00 A.M., at the company’s headquarters, located in Ploiesti, No.1-3, Anul 1848 Street.  The reference date of OGMS: 22.02.2018. The registration date advanced by the Board of Administration for the Meeting: 22.03.2018. The settlement of the date of 21.03.2018 as ex-date related to OGMS. 

 

The OGMS Convening Notice includes the following Agenda:

 

1. Election of a Secretary of the Ordinary General Meeting of Shareholders.

2. Election of a provisional administrator of the Company CONPET S.A., in the place of Mr. Matei Ion Cristian, provisional administrator appointed by the Board of Administration, in compliance with the provisions of the Art. 1372 of Law no. 31/1990 regarding the companies, republished, subsequent amendments and additions, whose mandate terminates upon the OGMS meeting.

3. Settlement of the mandate duration for the provisional administrator appointed at item 2 of the Agenda, respectively up to 28.03.2018 or until the completion of the selection procedure stipulated in the EGO no. 109/2011 regarding the corporate governance of the public enterprises, approved with amendments and completions by Law no.111/2016, if this takes place prior to the date of expiry of the mandate of the provisional administrator.

4. Settlement of the monthly fixed gross allowances of the provisional administrators stipulated in the administration contracts concluded with the company CONPET S.A., recalculated pursuant to the provisions of article 18 of the EGO no. 90/2017, as to provide the maintenance of the level of the monthly fixed net allowance valid at the appointment date, for harmonizing with the new binding social contributions due as per the Law no. 227/2015, further amendments and completions, as amended pursuant to EGO no.79/2017 for the amendment and completion of Law no. 227/2015 regarding the Fiscal Code, which is to augment by 20.61%, namely from 10,210 RON to 12,314 RON.

5. Settlement of the monthly fixed gross allowance of the provisional administrator appointed at item 2 of the Agenda, within the quantum that is to be approved by OGMS at item 4 of the Agenda for the provisional administrators in capacity as it is being recalculated based on the provisions of Art. 18 of the EGO no. 90/2017 (calculated based on the 12 months average of the gross medium earnings for the activity carried out as per the core business registered by the Company, at the level of class pursuant to the classification of the activities in the national economy, communicated by the National Institute of Statistics, prior to the appointment, namely the address of the National Institute of Statistics registered under no.34977/14.09.2017), for the compliance with the new binding social contributions due as per Law no.227/2015, subsequent amendments and completions, as it was amended by EGO no.79/2017 for the amendment and completion of Law no.227/2015 with regards to the Fiscal Code.  

6. Approval of the form and content of the Addendum to the administration contracts of the provisional administrators in capacity, according to item 4 of the Agenda regarding the settlement of the monthly fixed gross allowance recalculated as per the law.

7. Appointment of a representative of the Ministry of Energy to sign the Addendum to the administration contracts concluded with the provisional administrators in capacity of the company “CONPET” S.A..

8. Approval of the administration contract for the provisional administrator appointed at item 2 of the Agenda, in the form approved pursuant to the OGMS Resolution no. 5/28.11.2017 for the other provisional administrators of the Company; the monthly fixed gross allowance is to be the one stipulated in the OGMS at item 5 of the Agenda.

9. Appointment of a representative of the Ministry of Energy to sign the contract of mandate for the provisional administrator appointed at item 2 of the Agenda.

10. Settlement of the general limits of the monthly fixed gross allowance of the Director General, recalculated based on the provisions of Art. 18 of EGO no. 90/2017, as to provide the maintenance of the level of the monthly fixed net allowance valid at the appointment date, for  harmonizing with the new binding social contributions due as per the Law no.227/2015, further amendments and completions, as amended pursuant to EGO no. 79/2017 for the amendment and completion of Law no.227/2015 regarding the Fiscal Code, namely:

a) Settlement of the minimum amount which is 5 times the average within the 12 months of the gross average earnings for the activity performed as per core business registered by the company, at the level of class, as per the classification of the activities in the national economy, communicated by the National Statistics Institute prior to the appointment; this is to increase by 19.9%, from

25,635 RON to 30,736 RON.

b) Settlement of the maximum amount which is 6 times the average within the 12 months of the gross average earnings for the activity performed as per core business registered by the company, at the level of class, as per the classification of the activities in the national economy, communicated by the National Statistics Institute prior to the appointment; this is to augment by 19.9%, from 30,672 RON to 36,884 RON

11. Approval of the Investments Program for 2018 (annexes 1, 2 and 3).

12. Approval of the Revenues and Expenditure Budget related to 2018, Annex no. 1, accompanied by the Substantiation annexes no. 2-5.

13. Settlement of the date of 22.03.2018 as registration date advanced by the Board of Administration, respectively ex-date 21.03.2018. 

14. The Empowerment:

         a) of the President of the meeting of the Ordinary General Meeting of Shareholders to sign the OGMS Resolution;

b)                        of the Chairman of the Board of Administration to enforce the Resolution of the Ordinary General Meeting of Shareholders, as per the legal provisions and update Annex 1 to the Articles of Incorporation regarding the Company’s Administrators, as well as to sign and register the updated Articles of Incorporation.

c)                        Director General to perform the necessary diligence in order to register the OGMS Resolution and the updated Articles of Incorporation to the Trade Register Office attached to Prahova Law Court, publish it in the Official Gazette of Romania, Part IV, as well as to be granted the right to delegate, to another person within the company, the proxy to perform the above-mentioned diligence.

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We hereby attach to this current report the OGMS Convening notice for the date of 05.03.2018 (06.03.2018).

 

 

Director General

Eng. Dan-Silviu BACIU, M.B.A.

S.s. Illegible

Stamp

 

Head of Corporate Governance, Strategy and Management Systems

Eng. Cornelia MINESCU

S.s. Illegible

 

Head of Corporate Governance

Econ. PINZARIU Bogdan

S.s. Illegible

 

 



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