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CONPET SA - COTE

Notice of EGSM 10(11).03.2021

Release Date: 1/28/2021 6:26:49 PM

IRIS Code: 177F7

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. 3423/ 28.01.2021

 

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/ 2021

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

 

 

Date of the report

28.01.2021

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:    B.S.E., PREMIUM Category

 

 Reporting significant events: As per Art 234, Para.1, Letter c) of ASF Regulation no. 5/2018.

EGMS convening for the date 10.03.2021 (in first call)/ 11.03.2021 (in second call), 10:00 A.M.

Following the decision of the meeting of the Board of Directors dated 28.01.2021, the company CONPET SA informs the investing public on the convening of the EGMS for the date of 10.03.2021 (in first call)/11.03.2021 (in second call).

The EGMS is convened for the date 10.03.2021 (in first call)/11.03.2021 (in second call), 10.00 AM, at the company’s headquarters in Ploiesti, No. 1-3, Anul 1848 Street. The reference date of the EGMS is 01.03.2021. The registration date proposed by the Board of Directors for the meeting is 09.04.2021 with ex-date 08.04.2021 related to the EGMS and payment date 12.04.2021 (ASF Regulation 5/2018)

The EGMS convening notice includes the following Agenda:

1. Election of a Secretary of the Extraordinary General Meeting of Shareholders (EGMS).

2. Approval of the augmentation of the share capital by the maximum value of 108,798,558 RON representing contributions in kind (lands) amounting to 63,882,386.70 RON and cash amounting to max 44,916,171.30 RON from the current value of 28,569,842.40 RON to a maximum of 137,368,400.40 RON by issuing a maximum of 32,969,260 new shares, nominative, dematerialized, at a price of 3.3 RON/share, equal to the nominal value, without share premium, of which:

(i) 19,358,299 new shares in amount of 63,882,386.70 RON representing the contribution in kind of the Romanian State with lands covering 554,537.61 sq.m in total, subject to 48 land ownership certificates for which CONPET has obtained, during 2001- 2005 land ownership certificates. The land representing the contribution in kind, i.e. the amount of the contribution, is presented in the attached assessment report;

(ii) 13,610,961 new shares in amount of 44,916,171.30 RON that will be offered, within the exercise of the preemption right, for subscription in exchange of the contribution in kind of the Romanian State to the other CONPET shareholders, namely to the persons entitled as shareholder at the registration date, in view of maintaining the shareholding held in the share capital of CONPET at the registration date.

CONPET shareholders will be able to exercise the preemption rights within maximum one-month time as of the date mentioned in the prospectus, date subsequent to the registration date and the publishing date of the resolution of the Extraordinary General Meeting of Shareholders in the Official Gazette of Romania, Part IV, namely they will be entitled to subscribe a number of shares proportional to the number of shares held at the registration date.

The new shares will be offered for subscription at the nominal values, namely 3.3 RON/share without share premium.

The subscription rate will be of 3.808161 determined by the ration between the maximum number of new shares issued for the exercising of the preemption right (32,969,260 shares) and the total number of shares held by the shareholders in the existing share capital (8,567,528 shares).

Therefore, each shareholder recorded at the registration date may subscribe to each held share 3.808161 newly issued shares.

The due number of new shares that can be subscribed based on the preemption rights held is being calculated by multiplication of the subscription Rate (3.808161) by the number of held shares and the result, in case it’s not an integer, will be rounded down to the closest integer.

At the expiry of the term of exercising of the preemption rights all the unsubscribed shares will be annulled.

3. Approval of the transfer to the company’s reserves of the amount of 2.3 RON representing the difference of contribution in kind of the Romanian State for which cannot be issued a whole share.

4. The Empowerment of the Board of Directors of the Company for the performance of any and all the necessary diligence for the fulfillment of the resolution of the Extraordinary General Meeting of Shareholders, here included but not limited to, the initiation (selection of the intermediary for the preparation of the offer prospectus and offer announcement with regards to the augmentation of the share capital and the coordination of the process for submission of all documents related to the approval of the offer Prospectus by the financial Supervisory Authority), the carry out (here included the establishing and approval of the subscription procedure, payment methods, payment date, the place where the operations are being performed, the ascertainment and validation of the performed subscriptions, cancellation of the unsubscribed shares, the settlement of the exact value by which the share capital is being augmented), the closing (approval of the augmentation of the share capital following subscription and payment of the price/issuance of new shares), registration and performance of the augmentation of the share capital, the due amendment of the articles of incorporation of the Company, the wording and execution of all documents and the performance of all due diligence for the application and registration of the share capital to the competent authorities.

5. Approval of the registration date 09.04.2021 advanced by the Board of Directors, with ex-date 08.04.2021 and payment date 12.04.2021 (according to ASF Regulation no. 5/2018).

6. The empowerment of the President of the Extraordinary General Meeting of Shareholders to sign the EGMS Resolution and to perform the necessary diligence in order to register the present EGMS Resolution, publish it 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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We hereby attach to the current report the EGMS Convening notice, convened for 10.03.2021 (11.03.2021).

 

 

Director General

Legal expert Anamaria Dumitrache

S.s. Illegible

Stamp

 

 

 



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