Notice of O.G.S.M. & E.G.S.M. for 18(19).12.2018

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. 44050/ 13.11.2018

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. 36/2018

as per Law no. 24/2017 and ASF Regulation no. 5/2018

   The regulated market where

    the issued securities are being traded:             B.S.E., PREMIUM Category

Reporting significant events:

I.     OGMS Call for the date of 18.12.2018 in first call)/ 19.12.2018 in second call), 09:00 AM

II.  EGMS Call for the date of 18.12.2018 in first call)/ 19.12.2018 in second call), 10:00 AM

III. Approval of a new organizational structure of the company CONPET S.A. 

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I. - II. The call of the OGMS and EGMS for the date of 18.12.2018 (in first call)/ 19.12.2018 (in second call), 09 AM, respectively 10 AM

Following the Board of Administration decision dated 13.11.2018, the company CONPET S.A. informs the investing public on the call of the OGMS and EGMS for the date of 18.12.2018 (in first call)/ 19.12.2018 (in second call).

The OGMS is convened for the date of 18.12.2018 (in first call)/ 19.12.2018 (in second call), 09 AM, at the registered offices of the company in Ploiesti, no.1-3, Anul 1848 Street. The reference date of the OGMS is 07.12.2018. The registration date advanced by the Board of Administration for the meeting is 15.01.2019, settlement of the date of  14.01.2019 as ex-date of the OGMS.

The OGMS Convening Notice includes the following Agenda:

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

2. Approval of the financial and non-financial performance indicators that will be annex to the contract of mandate of the administrators.

3. Approval of the amount of the variable component of the administrators’ remuneration.

4. Approval of the conclusion of the addendum to the contracts of mandate of the administrators in capacity, having as scope:

a) The financial and non-financial performance indicators for the period of the contract of mandate.

b) The amount of the variable component of the administrators’ remuneration, the means to calculate and award the remuneration.

5. Appointment of the representative of the Ministry of Energy to sign the addendum to the contracts of mandate concluded with the administrators in capacity of the Company “CONPET” S.A..

6. Approval of the general limits of the remuneration of the Director General and of the remuneration of the Economic Director.

7. Approval of the registration date 15.01.2019 advanced by the Board of Administration, with ex-date 14.01.2019.

8. The Empowerment:

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

b) Of the Director General to perform the necessary diligence in order to register this OGMS Resolution, as well as to be granted the right to delegate the proxy to another person, in relation to the Trade Register Office attached to Prahova Law Court.

The EGMS is convened for the date of 18.12.2018 (in first call)/ 19.12.2018 (in second call), 10 AM, at the registered offices of the company in Ploiesti, no.1-3- Anul 1848 Street. The reference date of the EGMS is 07.12.2018. The registration date advanced by the Board of Administration for the meeting is 15.01.2019, settlement of the date of 14.01.2019 as ex-date of the EGMS.

The EGMS Convening Notice includes the following Agenda:

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

2. Approval of the proposal of association of CONPET S.A. with other companies in view of settling the Romanian National Committee for the World Petroleum Council (CNR-CMP) and the acquiring by CONPET S.A. of the quality of associate member in this non-governmental organization.

3. Approval of the amendment of the Articles of Incorporation of “CONPET” S.A., as per the proposals in the Annex to the EGMS Convening Notice.  (The Articles of Incorporation Draft Amendment)

4. Approval of the registration date 15.01.2019 advanced by the Board of Administration, with ex-date 14.01.2019.

5. The Empowerment:

a) The President of the Extraordinary General Meeting of Shareholders to sign the EGMS Resolution;

b) The Chairman of the Board of Administration or the President of EGMS meeting (if applicable) for the execution of the updated form of the Articles of Incorporation;

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

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III. Approval of a new organizational structure of the company CONPET S.A.

The company CONPET S.A. informs the shareholders and investors that, pursuant to Decision no. 29/13.11.2018 of the Board of Administration, was approved a new organizational structure which will become effective starting with 01.12.2018, with applicability until 31.12.2018.

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We hereby attach to this report the OGMS Convening Notice and the EGMS Convening Notice (here-included the annex comprising the Draft Amendment of the Articles of Incorporation of CONPET S.A.) for the date of 18.12.2018 (19.12.2018).