Supplementation of OGSM agenda for 17(20).02.2023

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. 4398/ 31.01.2023

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. 5/ 2023

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:

Supplementation of the Agenda of the Ordinary General Meeting of Shareholders (OGMS) of CONPET S.A. convened for 17.02.2023 - in first call /20.02.2023 - in second call, 10:00 AM, at the company headquarters, located in Ploiesti, no. 1-3 Anul 1848 Street. The reference date of the meeting is 08.02.2023. The registration date proposed by the Board of Directors for the meeting is10.03.2023. Settlement of the date of 09.03.2023 as ex-date related to the OGMS.

The supplementation of the Agenda of the OGMS Convening Notice took place following the receipt from the Ministry of Energy, on behalf of the Romanian State, shareholder of the Company CONPET S.A. (holding a number of shares representing 58.7162% of the share capital of the company), of a request regarding the introduction of three items on the agenda of the general meeting (positions no. 4, 5 and 8 in the supplemented agenda), as follows:

“1. Approval of the profile of the Board of Directors

 2. Approval of the profile of the candidate for the position of member of the board of directors

 3. Settlement of the fixed monthly gross allowance for the remuneration of the non-executive members of the Board of Directors, as being equal to 1.36 times the average for the last 12 months of the average gross monthly salary for the activity carried out according to the core business registered by the Company (NACE code 49), at class level according to the classification of activities in the national economy, communicated by the National Institute of Statistics prior to the appointment.”

The initial OGMS Agenda dated 17.02.2023 - in first call /20.02.2023 - in second call, is supplemented accordingly, with appropriate renumbering of the associated items, thus resulting in the following:

AGENDA:

1. Election of a Secretary of the Ordinary General Meeting of Shareholders (OGMS).

2. Approval of the Investment Program for 2023.

3. Approval of the Revenues and Expenditure Budget of CONPET S.A. for the year 2023, along with the Substantiation annexes 2-5.

4. Approval of the profile of the Board of Directors.

5. Approval of the profile of the candidate for the position of member of the board of directors.

6. Appointment of several provisional administrators of the company, considering the vacancies of the positions of member in the Board of Directors as of 22.02.2023, following the termination of the mandates by the expiry of the duration thereof. The duration of the provisional administrators mandate will be of maximum 4 months, starting  22.02.2023 and until 21.06.2023 (inclusive of), in accordance with the provisions of art. 64¹, para (5) of GEO no.109/2011 or until the completion of the recruitment and selection procedure provided for in GEO no.109/2011 on the corporate governance of public enterprises, if it takes place earlier than 4 months after the appointment by the OGMS. 

7. Settlement of the fixed monthly gross allowance of the remuneration of the non-executive members of the Board of Directors as equal to twice the average on the last 12 months of the gross monthly average earnings for the activity performed as per the core business registered by the company (NACE code 49), at class level as per the classification of the activities in the national economy, communicated by the National Institute of Statistics prior to the appointment.  

8. Settlement of the fixed monthly gross allowance for the remuneration of the non-executive members of the Board of Directors, as being equal to 1.36 times the average for the last 12 months of the average gross monthly salary for the activity carried out according to the core business registered by the Company (NACE code 49), at class level according to the classification of activities in the national economy, communicated by the National Institute of Statistics prior to the appointment.

9. Approval of the mandate contract to be concluded with the provisional administrators appointed pursuant to Resolution of the Ordinary General Meeting of Shareholders.

10. Approval of the appointment of the representative of the Ministry of Energy in the Ordinary General Meeting of Shareholders for the execution of the mandate contract with the provisional administrators appointed pursuant to Resolution of the Ordinary General Meeting of Shareholders.

11. Approval of the registration date 10.03.2023 advanced by the Board of Directors, with ex-date 09.03.2023.

12. The empowerment of the President of the Ordinary General Meeting of Shareholders to sign the OGMS Resolution and of the Director General to sign the documents necessary to carry out the formalities at the Trade Register Office attached to the Prahova Tribunal regarding the registration of administrators and the publication of the OGMS Resolution 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 OGMS Convening notice, for 17.02.2023/20.02.2023 containing the supplemented Agenda.