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CONPET SA - COTE

OGSM & EGSM Resolutions 18.12.2018

Release Date: 12/18/2018 6:19:00 PM

IRIS Code: 05F55

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

 

 

Date of the report

18.12.2018

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:             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

Current no.

Performance indicator

PERFORMANCE OBJECTIVE

 

MU

Target values

KPI weights fro the settlement of the remuneration

2018

2019

2020

2021

2022

 

  1. Financial Key Performance Indicators  -  (25%)

1

Outstanding payments

Level zero

 

Thousand RON

0

0

0

0

0

2%

2

The decrease of the operating expenses = (Operating expenses– Impairments of assets and impairments of provisions)/ Turnover

The maintenance of the share of expenses in the turnover at the level assumed by the Administration Plan

%

80.8%

82.6%

82%

81.5%

81.3%

8%

3

Adjusted EBITDA = Operating profit - write-back of the reserve out of the modernization quota + Expenses regarding the settlement of the modernization quota + Impairments of tangible and intangible assets, here included the tangible assets revaluation differences

The realization adjusted EBITDA target assumed by the Administration Plan

 

Thousand RON

108,443 thousand RON

90,316

Thousand RON

95,987

Thousand RON

98,872

Thousand RON

101,785

Thousand RON

10%

4

Labor Productivity

Realization of the labor productivity level provided in the annual approved Budget

Thousand RON

pers

100% as per annual Budget

100%

as per

annual Budget

100%

 as per

 annual Budget

100%

as per annual Budget

100%

 as per annual Budget

5%

  1. KEY PERFORMANCE INDICATORS - NON- FINANCIAL: 75%

B1 OPERATIONAL  25%

5.

Framing within the specific consumptions for the crude oil transport (does not include the crude oil quantity lost during provoked breakdowns or in case of breakage resulting in contamination,  where the owners do not ease access for remedy) .

The target value lower than the value of the maximal technological consumption, for crude oil

%

Domestic crude oil ≤ 0,361%

Lukoil imported crude oil ≤ 0.29%

Import crude oil Petrom ≤ 0,143%

Midia imported crude oil  ≤ 0,108%

3%

6.

Monitoring of the electricity average annual specific consumption for technological purposes

Maintenance of  the electricity average annual specific technological consumption at a level of max 3.3 Kwh/to

Kwh/to

to

Max

3.3 Kwh/

to

Max

3.3 Kwh/

to

Max

3.3. Kw/

to

Max

3.3 Kwh/

to

Max

3.3 Kwh/

to

2%

7

Achievement of the investments financed out of the modernization quota

Min. Realization  95% of the annual Investments Plan financed out of the Modernization Quota

%

≥ 95%

≥ 95%

≥95 %

≥ 95 %

≥ 95

 %

20%

B2 OF CORPORATE GOVERNANCE: 50%

8

Implementation/development of the internal management/control system in compliance with the legal requirements in force

100% achievement of the actions included in the Program

%

100

%

100

%

100

%

100

%

10

0%

20%

9

Duly reporting of the degree of achievement of the performance indicators of the company

Framing within the reporting due deadlines

%

100

%

100

%

100

%

100

%

100

%

20%

10

Boost institutional integrity by inclusion of the measures to mitigate corruption as an element of the management plan

Minimum 90% achievement of the measures assumed by the approved Integrity Plan

%

≥ 90%

≥ 90%

≥90 %

≥90 %

≥90 %

10%

                                 

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:

0150

Activities in mixed farming (crop and animal production)

 

0910

Support activities for crude oil and natural gas extraction

 

1011

Processing and preserving of meat

 

1012

Processing and preserving of poultry meat

 

1013

Production of meat, including poultry meat products

 

1020

Processing and preserving of fish, crustaceans and mollusks’

 

1031

Processing and preserving of potatoes

 

1032

Manufacture of fruit and vegetable juice

 

1039

Processing and preserving of fruits and vegetables

 

2529

2593

Manufacture of tanks, cisterns and containers of metal

Manufacture of wire products, chains and springs

 

3313

Repair of electronic and optical equipment

 

3314

Repair of electrical equipment

 

3319

Repair of other equipment

 

3320

Installation of industrial machinery and equipment

 

3513

Distribution of electricity

 

3530

Steam and air conditioning supply

 

3600

Water collection, treatment and supply

 

3700

Sewerage

 

3811

Collection of non-hazardous waste

 

3821

Treatment and disposal of non-hazardous waste

 

3900

Remediation activities and other waste management services

 

4321

Electrical installation works

 

4322

NACE Sanitary installations, heating and air conditions works

 

4329

Other construction installation

 

4511

Sale of cars and light motor vehicles (< 3.5 tons)

 

4519

Sale of other motor vehicles

 

4520

Maintenance and repair of motor vehicles

 

4671

Wholesale of solid, liquid and gaseous fuels and related products

 

4676

Wholesale of other intermediate products

 

4677

Wholesale of waste and scrap

 

4690

Non-specialized wholesale trade

 

4711

Retail sale in non-specialized stores with predominant sale of food, beverages or tobacco

 

4719

Retail sale in non-specialized stores with predominant sale of food, beverages or tobacco

 

4721

Retail sale of fresh fruits and vegetables in specialized stores

 

4722

Retail sale of meat and meat products in specialized stores,

 

4723

Retail sale of fish, crustaceans and mollusks in specialized stores,

 

4724

Retail sale of bread, cakes, flour and sugar confectionery in specialized stores

 

4730

Retail sale of automotive fuel in specialized stores

 

4920

Railway merchandise transport

 

4939

Other passenger land transport

 

4941

Freight transport by road

 

5210

Storages

 

5221

Service activities incidental to land transportation

 

5224

Cargo handling

 

5229

Other transportation support activities

 

5510  

Hotels and other accommodation services

 

5520

NACE Accommodation facilities for vacancies and short-term periods

 

5590

Other food service activities

 

5610

Restaurants

 

5629

Other food service activities

 

5829

Other software publishing

 

6110

Wired telecommunications activities

 

6120

Wireless telecommunications activities

 

6230

Computer facilities management activities (administration and operation)

 

6209

Other information technology and computer service activities

 

6311

Data processing, hosting and related activities

 

6810

Buying and selling of own real estate

 

6820

Renting and operating of own or leased real estate

 

7112

Engineering activities and related technical consultancy

 

7120

Technical testing and analysis

 

7219

Research & Development on natural sciences and engineering

 

7711

Renting and leasing of cars and light motor vehicles

 

7712

Renting and leasing of trucks

 

7721

Renting and leasing of recreational and sports goods

 

7732

Renting and leasing of office machinery and equipment

 

7733

Renting and leasing of office machinery and equipment (including computers)

 

7739

Renting and leasing of other machinery, equipment and tangible goods n.e.c.

 

8299

Other business support service activities n.e.c.

 

8559

Other education n.e.c.

 

8610

Hospital assistance activities

 

8690

Other human health activities

 

9311

Operation of sports facilities

 

9329

Other leisure and fun activities

 

       

- 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.

 

 

 

 

Director General

eng. Timur – Vasile CHIS

S.s. Illegible

Stamp

 

 

 



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