OGSM resolutions 07.12.2021

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. 41045/ 07.12.2021

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. 27/ 2021

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, as per art. 234 of ASF Regulation no.5/2018: the Ordinary General Meeting of Shareholders (OGMS) of CONPET S.A. dated 07.12.2021 (in first call).

The Ordinary General Meeting of Shareholders (OGMS) convened for the date 07.12.2021/08.12.2021 was held in first call, on 07.12.2021, starting 10⁰⁰, at the company’s headquarters in Ploiesti, no. 1-3, Anul 1848 street, following the fulfillment of the statutory - legal quorum conditions.

The OGMS Convening Notice, approved pursuant to the BoD Decision no. 23/ 01.11.2021, was published in the Official Gazette of Romania, Part IV, no. 4511/ 03.11.2021, as well as in the online edition of „Jurnalul” newspaper, on 03.11.2021 and the print edition on 04.11.2021, being submitted to the Bucharest Stock Exchange and the Financial Supervisory Authority as annex to the Current Report no. 25/ 01.11.2021, report published on www.bvb.ro and www.conpet.ro.

As per the provisions of Article 17 para. (1) letter a) of the Articles of Incorporation, for the validity of the OGMS deliberations is necessary, in first call, the presence of the shareholders (here-included the votes by correspondence) which represent at least half (1/2) of the total number of voting rights, and the OGMS resolutions be taken by majority of the expressed votes.

At the OGMS sessions could participate the shareholders registered in the Shareholders Registry consolidated at the reference date 26.11.2021. Therefore, in the hall were present one shareholder legal person, namely the representative of the Ministry of Energy - on behalf of the Romanian State acting as majority shareholder, holder of a number of 5,083,372 shares with nominal value of 3.30 RON, representing 58.7162 % of the total number of shares/voting rights, respectively a share capital in amount of 16,775,127.6 RON, as well as 1 shareholder natural person, holder of a number of 41 shares with nominal value of 3.30 RON, representing 0.0005% of the total number of shares/voting rights, respectively a share capital amounting to 135.3 RON.

For the OGMS meeting, 6 shareholders have submitted correspondence voting bulletins, holders of a number of 590,931 shares/voting rights, representing 6.8256% of the total number of shares/voting rights, respectively a share capital in amount of 1,950,072.3 RON.

Consequently, the total number of voting rights within the OGMS meeting (where there have been included also the votes cast by correspondence) was of 5,674,344 and corresponds to a number of 5,674,344 shares with nominal value of 3.30 RON, representing 65.5423% of the total number of shares/voting rights, namely a share capital amounting 18,725,335.2 RON.

Based on the materials related to the OGMS Agenda, considering the mandate of the representative of the Ministry of Energy, as well as the vote exercised by correspondence, following the debates of the shareholders, was issued Resolution no. 4/2021 of the OGMS, bearing the following contents:

RESOLUTION NO. 4

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS (OGMS)

of the Company “CONPET” S.A. Ploiesti

dated 07.12.2021

The Ordinary General Meeting of Shareholders of the Company “CONPET”  S.A., with registered offices in Ploiesti, 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, divided into 8,657,528 shares, having a nominal value of 3.3 RON each, convened pursuant to the provisions of Art. 117 of Law no. 31/1990 on companies, republished, subsequent amendments and additions, of Law no. 24/2017, of ASF Regulation no. 5/2018 regarding the issuers of financial instruments and market operations, corroborated with the provisions of Article (16) of the Articles of Incorporation, adopts today, during the meeting dated 07.12.2021, in first call, which took place at the company's headquarters, to which were present (including by correspondence voting bulletins) a number of 8 shareholders, owners of a number of  5,674,344 shares/voting rights representing 65.5423 % of the share capital and of the total voting rights, the following:

RESOLUTION

Art. 1. By a number of 5,674,303 “For” votes representing 100 % of the total votes cast, approves the election of Mr. Prepelita Alexandru as Secretary of the Ordinary General Meeting of Shareholders (OGMS).

Art. 2. By a number of 5,631,303 “For” votes representing 99.2422 % of the total votes cast, appoints Mrs. Kohalmi - Szabo Luminita - Doina, Romanian citizen, Bachelor of the Faculty of Physics - Cluj-Napoca ,,Babes Bolyai” University, (...) in the capacity of provisional administrator of the Company CONPET S.A, with a term of office of 4 months as of the date of the OGMS Resolution, respectively as of 07.12.2021 until 06.04.2022 (inclusive of), or until the completion of the recruitment and selection procedure provided for in EGO no. 109/ 2011 on corporate governance of public enterprises, if this takes place earlier than 4 months as of the appointment by the OGMS of the provisional administrator.

Art. 3. By a number of 5,631,303 “For” votes representing 99.2422 % of the total votes cast, approves the contract of mandate contract that will be concluded with the provisional administrator.

Art. 4. By a number of 5,674,303 “For” votes representing 100 % of the total votes cast, approves the appointment of the representative of the Ministry of Energy, in the Ordinary General Meeting of Shareholders, Mr. Prepelita Alexandru, to execute the contracts of mandate of the provisional administrator.

Art. 5. By a number of 5,674,303 “For” votes representing 100 % of the total votes cast, approves the registration date 24.12.2021 proposed by the Board of Directors, with ex-date 23.12.2021.

Art. 6. By a number of 5,674,303 “For” votes representing 100 % of the total votes cast, empowers Mr. Albulescu Mihai - Adrian, the Chairman of the Ordinary General Meeting of Shareholders session, to sign the OGMS Resolution and to perform the necessary diligence in order to register the administrator and the OGMS Resolution at the Trade Registry 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, the proxy to perform the above-mentioned diligence.

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Annexed to this current report is the Resolution no. 4 of the Ordinary General Meeting of Shareholders (OGMS) of CONPET SA dated 07.12.2021.