OGSM & EGSM Resolutions 18.12.2018

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. 49481/ 18.12.2018

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. 39/2018

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:

The Resolution of the Ordinary General Meeting of Shareholders (OGMS) CONPET S.A. and the Resolution of the Extraordinary General Meeting of Shareholders (EGMS) CONPET dated 18.12.2018 (in first call).

         The Ordinary General Meeting of Shareholders (OGMS) and the Extraordinary General Meeting of Shareholders (EGMS) CONPET S.A., convened for the date of 18.12.2018/19.12.2018 carried the works in first call, dated 18.12.2018, starting 9.00 and respectively 10.00 at the company’s headquarters in Ploiesti, No.1-3 Anul 1848 Street, following the fulfillment of the legal-statutory quorum conditions.

         The OGMS and EGMS approved by BoA Resolution no.29/13.11.2018 were published in the Official Gazette of Romania, Part IV, no. 4360/15.11.2018, namely no.4359/15.11.2018 and in the newspaper “Romania Libera” dated 15.11.2018, being submitted at Bucharest Stock Exchange and the Financial Supervisory Authority as annexes to the Current Report no.36/13.11.2018, report published on www.bvb.ro and on www.conpet.ro.

As per Art.17/Para 1 Letter (a) of the Articles of Incorporation, for the validity of the deliberations of OGMS is necessary, in first call, the presence of the shareholders (here included the correspondence votes) to represent at least half (1/2) of the total number of voting rights, and the OGMS resolutions be taken by majority of cast votes.

         As per the provisions of Art.17, Para 2, Letter (a) and (c) of the Articles of Incorporation, for the validity of the EGMS deliberations is necessary, in first call, the presence of the shareholders (here included the votes by correspondence) to represent at least half (1/2) of the total number of votes and the resolutions be taken by majority of votes held by the present shareholders or represented both in the first and second call.

         At the OGMS and EGMS works were able to attend the shareholders registered in the Shareholders Register in force at reference date 07.12.2018. Therefore, in the hall there were present a shareholder legal person, namely the representative of the Ministry of Energy – on behalf of the Romanian State as majority shareholders, holder of a number of 5.083.372 shares with a nominal value of 3.30 RON, representing 58,7162% of the total number of shares/voting rights, namely a share capital of 16,775,127.6 RON, as well as 4 shareholders natural persons holders of a number of 233 shares with a nominal of  3.30 RON, representing 0.0027% of the total number of shares/voting rights namely a share capital of 768.9 RON.

For the OGMS and EGMS have submitted correspondence voting form 4 shareholders holders of a number of 1,323,444 shares/voting rights representing 15.2866% of the total number of shares/voting rights, namely a share capital of 4,367,365.2 RON.

Consequently, the total number of voting rights of every OGMS and EGMS meetings (where have been included also the votes cast by correspondence) was of 6,407,049 and corresponds to a number of 6,407,049 shares with a nominal value of 3.30 RON representing 74.0055% of the total number of shares/voting rights, namely a share capital of 21,143,261.7 RON.

Based on the documents related to the Agenda of OGMS and EGMS and considering the mandate of the representative of the Ministry of Energy, as well as the vote cast by correspondence, following the debates and the proposals formulated in the meeting by the shareholders have been issued the Resolution no.7/2018 of OGMS and Resolution no.1/2018 of EGMS bearing the following contents:  

RESOLUTION NO.7

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS (OGMS)

The company “CONPET” S.A. Ploiesti

dated 18.12.2018

The Ordinary General Meeting of Shareholders of the company “CONPET” S.A., company with registered offices in Ploiesti, No. 1-3, Anul 1848 Street, registere at the Trade Register Offices close to Prahova Law Court, under number J29/6/1991, Tax Registration Number RO1350020,  with a subscribed and paid-in capital amounting to 28,569,842.40 RON, convened as per the provisions of Law no.31/1990 on companies, republished, subsequent amendments and completions, as well as the applicable legislation on the capital market and issuers of financial instruments, corroborated with the provisions of Art. (16) of the Articles of Incorporation, adopts today, in the meeting dated 18.12.2018 (in first call), following the shareholders debates, the following:

RESOLUTION

Art. 1 Approves the election of Mr. Prepelita Alexandru as Secretary of the Ordinary General Meeting of Shareholders;

Art. 2 By the vote of the shareholders representing 74.0054 % of the share capital and 99.9998% of the voting rights of the present/represented shareholders are approved the financial and non-financial performance indicators of the administrators, as follows: Financial indicators: 25 %; Operational Indicators: 25%; Corporate Governance indicators: 50%

Financial and Non- Financial performance indicators

Art. 3 By the vote of the shareholders representing 73.5944 % of the share capital and 99.4444 % of the voting rights of the present/represented shareholders is approved the amount of the variable component of the remuneration of the company’s non-executive administrators, 12 monthly fixed allowances.

Art. 4 By the vote of the shareholders representing 73.5944 % of the share capital and 99.4444% of the voting rights of the present/represented shareholders is approved the form and content of the addenda which are to be concluded to the contracts of mandate of the company’s administrators, in the form proposed by the Ministry of Energy by address of the Ministry of Energy no. 104.566/AA/28.11.2018.

Art. 5 Appoints the representative of the Ministry of Energy in GMS, Mr. Prepelita Alexandru to sign the addendum to the contracts of mandate concluded with the administrators in capacity of the Company “CONPET” S.A..

Art. 6 By the vote of the shareholders representing 67.0944 % of the share capital and 90.6613 % of the voting rights of the present/represented shareholders is approved the settlement of the general limits for the monthly fixed allowance of the directors with contract of mandate, between 5-6 times the average within the last 12 months of the monthly gross average earnings for the activity performed as per the core business registered by the company, at level of class, as per the classification of the activities in the national economy, communicated by the National Institute of Statistics  prior to the appointment.

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

Art. 8 Approves 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 mandate to another person in relation to The Trade Register Office attached to Prahova Law Court.

RESOLUTION NO. 1

A THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (EGMS)

of “CONPET” S.A. Ploiesti

dated 18.12.2018

The Extraordinary General Meeting of Shareholders of the Company CONPET S.A. headquartered in Ploiesti, no. No. 1-3, Anul 1848 Street, registered at Trade Registry attached to Prahova Law Court under no. J29/6/1991, TIN RO1350020, with a subscribed and paid-up share capital amounting to 28,569,842.40 RON, convened pursuant to the provisions of Law no. 31/1990 regarding the companies, republished, subsequent amendments and additions, as well as the applicable legislation regarding the capital market and issuers of financial instruments and market operations, corroborated with  the provisions of Article (16) of the updated Articles of Association of the company, following the debates of the shareholders, adopt today, during the meeting dated 18.12.2018 (in first call), the following:

RESOLUTION

Art. 1 Approves the election of Mr. Prepelita Alexandru as Secretary of the Extraordinary General Meeting of Shareholders;

Art. 2 Approves 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.

Art. 3 Approves 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 amendment Project), as follows:

- Art.7 Secondary lines of business, of the Articles of Incorporation is being completed with the following activities:

·         NACE code 5520 – Accommodation facilities for vacancies and short-term periods;

·         NACE code 5590 – Other accommodation services;

·         NACE code 4322 – Sanitary installations, heating and air conditions works;

and shall bear the following contents:

- Art. 3 Para 2 of the Articles of Incorporation will be amended and shall bear the following contents:

(2) The company can set-up and dismantle other subunits as well (secondary headquarters, work sites, branches, agencies, representations or other types of subunits without legal personality), situated in the same locality and/or other localities, in the country and oversees, pursuant to the law and this Articles of Incorporation, by the approval of the Board of Administration.

- Art. 19 Para 2 of the Articles of Incorporation will be amended and shall bear the following contents:

(2) The identification data of the administrators are being registered at the Trade Register Office as per the legal provisions.

- Art. 23 Para 2 of the Articles of Incorporation will be amended and shall bear the following contents:

(2) The financial auditors are being elected by the general meeting of shareholders and performs their activity based on a contract concluded with the company The identification data of the Financial are being registered at the Trade Register Office as per the legal provisions.

- Art. 35 Para 2 will be amended and shall bear the following contents:

(2) This Articles of Incorporation was updated on 18/12/2018 following the amendments approved by EGMS Decision no 1 18/12/2018, based on the Articles of Incorporation updated at 28.08.2018 and was drafted and signed in 3 (three) original copies.

- ANNEX NO. 1 related to the Board of Administration, the Director General and financial auditor is being removed;

- ANNEX no.2 to the Articles of Incorporation comprising the secondary headquarters (working sites) are being removed.

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

Art. 5 Approves 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 the OGMS Resolution and 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.