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ROMPETROL RAFINARE S.A. - RRC

Convening Notice of EGMS on November 5/8, 2021

Release Date: 9/28/2021 10:57:20 AM

IRIS Code: 5260A

                                                No. 5543/September 28th, 2021

                                                                       

To:       BUCHAREST STOCK EXCHANGE                                 

            FINANCIAL SUPERVISORY AUTHORITY

 

Current report according to the provisions of FSA Regulation No.5/2018

 

Date of report:  28th September, 2021

 

ROMPETROL RAFINARE S.A.

Registered Seat: Navodari, 215 Navodari Blvd. (Administrative Facility), Constanta County

Telephone number: 0241/506100; 506553                                                                                   

Fax number:            0241/506930; 506901

Number of registration with the Trade Registry: J13/534/1991

Sole Registration Code:  1860712

Subscribed and paid-up capital:  4.410.920.572,60 lei

Regulated market on which the securities are traded: Bucharest Stock Exchange (market symbol RRC)

 

Significants event to be reported: Decision adopted by the Board of Directors on September 27th, 2021 with respect to the convening of the Extraordinary General Meeting of Shareholders (“EGMS”) of Rompetrol Rafinare S.A. on November 5th, 2021 (November 8th, 2021 – second convening).  

 

Considering the Resolution no. 7/2021 adopted by the Extraordinary General Meeting of Shareholders of Rompetrol Rafinare SA dated August 6, 2021 regarding the approval of the reduction of the share capital of the Company with the amount of 1,755,000,000 lei, from the amount of 4,410,920,572.60 lei to the amount of 2,655,920,572.60 lei, by reducing the number of shares by 17,550,000,000 shares, respectively from 44,109,205,726 shares to 26,559,205,726 shares according to art. 207 (1) (a) of the Companies Law no. 31/1990,

 

Considering the publication in the Official Gazette of Romania, Part IV, no. 3654 / 03.09.2021 of Resolution no. 7/2021 of the Extraordinary General Meeting of Shareholders dated August 6, 2021, mentioned above,

 

The Board of Directors of Rompetrol Rafinare S.A. (hereinafter referred to as “the Company” or “RRC”), in the meeting held on September 27th, 2021, adopted the decision to convene the Extraordinary General Meeting of Shareholders, in Navodari, 215 Navodari Blvd., Administrative Facility, Constanta County, on November 5th, 2021 (first convening), starting at 11:00 a.m., respectively, November 8th, 2021 (the second convening), starting at 11:00 a.m., for all the shareholders registered in the Company Shareholders’ Registry held by Depozitarul Central S.A, Bucharest, at the end of October 26th, 2021, considered as Reference Date for this meeting.

 

The Extraordinary General Meeting of the shareholders has the following agenda:

 

1.            Approval of the amendment and updating of the Articles of Incorporation of the Company, as follows:

a)   Point 1.1 of Article 1 called “Shareholders” will be amended to reflect the new shareholdings of significant shareholders of the Company as a result of the reduction of the share capital of the Company in accordance with the approvals of EGMS Resolution no. 7/2021 as of August 6, 2021 published in the Official Gazette of Romania, Part IV, no. 3654 as of September 3, 2021, and will have the following contents:

 

Art.1. Shareholders

1.1. The Shareholders of the Company are:

A. Significant Shareholders:

1)    KMG International N.V. holds 12,778,577,732 shares, fully paid, amounting to 1,277,857,773.20 RON, representing 48.1136% of the share capital;

 

2)    The Romanian State represented by the Ministry of Energy holds 11,870,877,580 shares, shares, fully paid, amounting to 1,187,087,758 RON, representing 44.6959% of the share capital.

 

B. Shareholders, each holding less than 10% of the share capital, holding together a number of 1,909,750,414 shares, fully paid, amounting to RON 190,975,041.40, representing 7.1905% of the share capital.”

 

 

b)   Points 6.1 and 6.2 of article 6 called “Share capital” will be amended to reflect the new values of the Company's share capital in accordance with the approvals to reduce the share capital of the Company according to EGMS Resolution no. 7/2021 as of August 6, 2021 published in the Official Gazette of Romania, Part IV, no. 3654 as of September 3, 2021, and will have the following contents:

 

Art. 6. Share capital

6.1. The share capital of the company, fully subscribed and fully paid, is RON 2,655,920,572.60, of which RON 1,430,099,335.48 in-kind contribution and RON 1,225,821,237.12 cash contribution.                       

6.2. The share capital is represented by 26,559,205,726 registered shares, issued in dematerialized form, fully covered, each share having a nominal value of 0.1 RON.”

  

 

c)   Point 11.2 of article 11 “Duties” within Chapter IV “General Meeting” is amended by introducing a new attribution of the Ordinary General Meeting of Shareholders regarding the approval of the Remuneration Policy for directors and executive managers:

 

Art. 11.2 – new letter: „i) approves the Remuneration Policy for directors and executive managers”.

 

 

2.            Approval of the date: (i) December 7, 2021 as the Registration Date, according to art. 87 para. (1) of Law no. 24/2017, republished; (ii) December 6, 2021 as „Ex Date”, according to art. 2 para. 2 letter 1 of ASF Regulation no. 5/2018;

 

3.            Authorization of Mr. Yedil Utekov, Chairman of the Board of Directors, to conclude and / or sign on behalf of the Company and / or the Company's shareholders the resolutions to be adopted by the present EGMS, including the updated Articles of Incorporation of the Company, and Mr. Felix Crudu-Tesloveanu, General Manager of the Company, to sign any and all documents, applications, forms and requests adopted / prepared for the purpose or for the execution of the resolutions of the present Extraordinary General Meeting of Shareholders in relation to any natural or legal person, private or public and to carry out all legal formalities for the implementation, registration, publicity, enforceability, enforcement and publication of adopted resolutions, both having the possibility to sub-mandate third parties.

 

 

The convening notice of the Extraordinary General Meeting of Shareholders as of November 5th/8th, 2021 and the documents related to the meeting agenda will be available to the shareholders according to the applicable legal and statutory provisions, starting with October 5th, 2021, in electronic format on the Company's website www.Rompetrol-Rafinare.ro, Investors’ Relations Section/General Meeting of the Shareholders subsection/ General Meeting of the Shareholders for the running year, well as at the Company's registered office.

 

The convening notice of the Extraordinary General Meeting of Shareholders as of November 5th/8th, 2021 shall be published in the Official Gazette of Romania, Part IV and in a wide-spread newspaper.

 

The Convening Notice of the EGMS was approved in the Company’s Board of Directors meeting dated September 27th, 2021.

 

 

Attached:

-          Convening Notice of the Extraordinary General Meeting of Shareholders on November 5th/8th, 2021.

 

 

ROMPETROL RAFINARE S.A.

Chairman of the Board of Directors

Yedil Utekov


CONVENING NOTICE

 

The Board of Directors of the company ROMPETROL RAFINARE S.A., hereinafter referred to as the “Company”, headquartered in Navodari, 215 Navodari Blvd., Administrative Facility, Constanta County, registered with Constanta Trade Register under no. J13/534/1991, having the sole registration code 1860712, convened on September 27, 2021,

 

Considering the Resolution no. 7/2021 adopted by the Extraordinary General Meeting of Shareholders of Rompetrol Rafinare SA dated August 6, 2021 regarding the approval of the reduction of the share capital of the Company with the amount of 1,755,000,000 lei, from the amount of 4,410,920,572.60 lei to the amount of 2,655,920,572.60 lei, by reducing the number of shares by 17,550,000,000 shares, respectively from 44,109,205,726 shares to 26,559,205,726 shares according to art. 207 (1) (a) of the Companies Law no. 31/1990,

 

Considering the publication in the Official Gazette of Romania, Part IV, no. 3654 / 03.09.2021 of Resolution no. 7/2021 of the Extraordinary General Meeting of Shareholders dated August 6, 2021, mentioned above,

 

on the grounds of art. 117 of Law no. 31/1990 on commercial companies, republished as further amended and supplemented, of Law no. 24/2017 on the issuers of financial instruments and market operations, republished, of the Financial Supervisory Autority’s (ASF) Regulation no. 5/2018 on the issuers of financial instruments and market operations as well as the Company’ s Articles of Incorporation,   

 

HEREBY CONVENES

 

The Extraordinary General Meeting of Shareholders (hereinafter referred to as EGMS”), for the date of November 5h, 2021, starting at 11:00 a.m. (Romanian time), at headquartered in Navodari, 215 Navodari Blvd., Administrative Facility, Constanta County;

 

In the case that, on the aforementioned date, by any reasons, the quorum requirements stipulated by the law and by the Articles of Incorporation of the Company is not fulfilled for kiping EGMS, the Board of Directors shall convene and fix, based on art. 118 of Law no 31/1990, the second EGMS on November 8th, 2021, with the same agenda, starting at 11:00 a.m. (Romanian time), at headquartered in Navodari, 215 Navodari Blvd., Administrative Facility, Constanta County.

 

Only the persons registered as shareholders in the Company’s shareholders’ Register held by Depozitarul Central S.A. at the end of the day on October 26, 2021 (Reference Date) have the right to attend and cast their votes in the EGMS. Should there be a second calling of the EGMS, the Reference Date remains the same.

 

 

The Extraordinary General Meeting of the shareholders has the following agenda:

 

1.            Approval of the amendment and updating of the Articles of Incorporation of the Company, as follows:

 

a)   Point 1.1 of Article 1 called “Shareholders” will be amended to reflect the new shareholdings of significant shareholders of the Company as a result of the reduction of the share capital of the Company in accordance with the approvals of EGMS Resolution no. 7/2021 as of August 6, 2021 published in the Official Gazette of Romania, Part IV, no. 3654 as of September 3, 2021, and will have the following contents:

 

Art.1. Shareholders

1.1. The Shareholders of the Company are:

A. Significant Shareholders:

3)    KMG International N.V. holds 12,778,577,732 shares, fully paid, amounting to 1,277,857,773.20 RON, representing 48.1136% of the share capital;

 

4)    The Romanian State represented by the Ministry of Energy holds 11,870,877,580 shares, shares, fully paid, amounting to 1,187,087,758 RON, representing 44.6959% of the share capital.

 

B. Shareholders, each holding less than 10% of the share capital, holding together a number of 1,909,750,414 shares, fully paid, amounting to RON 190,975,041.40, representing 7.1905% of the share capital.”

 

 

b)   Points 6.1 and 6.2 of article 6 called “Share capital” will be amended to reflect the new values of the Company's share capital in accordance with the approvals to reduce the share capital of the Company according to EGMS Resolution no. 7/2021 as of August 6, 2021 published in the Official Gazette of Romania, Part IV, no. 3654 as of September 3, 2021, and will have the following contents:

 

Art. 6. Share capital

6.1. The share capital of the company, fully subscribed and fully paid, is RON 2,655,920,572.60, of which RON 1,430,099,335.48 in-kind contribution and RON 1,225,821,237.12 cash contribution.                       

6.2. The share capital is represented by 26,559,205,726 registered shares, issued in dematerialized form, fully covered, each share having a nominal value of 0.1 RON.”

 

 

c)   Point 11.2 of article 11 “Duties” within Chapter IV “General Meeting” is amended by introducing a new attribution of the Ordinary General Meeting of Shareholders regarding the approval of the Remuneration Policy for directors and executive managers:

 

Art. 11.2 – new letter: „i) approves the Remuneration Policy for directors and executive managers”.

 

 

 

2.            Approval of the date: (i) December 7, 2021 as the Registration Date, according to art. 87 para. (1) of Law no. 24/2017, republished; (ii) December 6, 2021 as „Ex Date”, according to art. 2 para. 2 letter 1 of ASF Regulation no. 5/2018;

 

3.            Authorization of Mr. Yedil Utekov, Chairman of the Board of Directors, to conclude and / or sign on behalf of the Company and / or the Company's shareholders the resolutions to be adopted by the present EGMS, including the updated Articles of Incorporation of the Company, and Mr. Felix Crudu-Tesloveanu, General Manager of the Company, to sign any and all documents, applications, forms and requests adopted / prepared for the purpose or for the execution of the resolutions of the present Extraordinary General Meeting of Shareholders in relation to any natural or legal person, private or public and to carry out all legal formalities for the implementation, registration, publicity, enforceability, enforcement and publication of adopted resolutions, both having the possibility to sub-mandate third parties.

***

 

DETAILS ON THE EGMS

 

a)           The right of the shareholders to participate to the Extraordinary General Meeting of Shareholders

The Reference Date is October 26th, 2021.

Only shareholders who are registered with the Company’s Shareholders Registry at the Reference Date are entitled to attend and cast their votes in this EGMS, according to the legal provisions and Articles of Incorporation provisions, in person (by the legal representatives) or by proxy (based on a special/ general Power of Attorney or Affidavit given by the custodian), considering the legal constraints, or by correspondence, prior to the EGMS (based on a Correspondence Voting Ballot).

 

Also, a shareholder may be represented by a credit institution supplying custody services, that could vote at the general meeting of shareholders based on the voting instructions received via electronic communication means, without the necessity of drafting a special or general Power of Attorney by the shareholder. The custodian votes exclusively at EGMS in compliance and within the limit of the instructions received from their clients, shareholders at the Reference Date.

The access to the meeting room and/or the vote by mail of the shareholders entitled to attend the EGMS is allowed by the simple proof of their identity made by, in case of shareholders who are natural persons, their identity document (identity card for the Romanian citizens or, as the case may be, Passport/ residence permit for the foreign citizens) and, in case of legal entities, based on the identity document of the legal representative (identity card for the Romanian citizens or, as the case may be, Passport/ residence permit for the foreign citizens).

 

The representatives of the shareholders - natural persons shall be identified based on their identity document (identity card for the Romanian citizens or, as the case may be, Passport/ residence permit for the foreign citizens), accompanied by the special/ general Power of Attorney signed by the shareholder - natural person or the Affidavid given by the custodian and signed by its legal representative.

 

The representatives of the shareholders – legal persons shall prove their capacity by means of the identity document (identity card for Romanian citizens or, as the case may be, passport/residence permit for foreign citizens), accompanied by a special/general Power of Attorney signed by the legal representative of by the respective shareholder - legal entity or the Affidavid given by the custodian and signed by its legal representative.

 

The quality as shareholder and also, in case of shareholders - legal persons or entities without legal status, the quality as legal representative shall be acknowledged based on the Rompetrol Rafinare list of shareholders at the Reference Date, received from Depozitarul Central S.A.

 

In case: i) the shareholders – natural persons did not registered in the system of Depozitarul Central S.A. the valid and updated identification data (so that the Shareholders’ register shows this fact at Reference Date), then they will present also a copy of the updated identity document (identity card/ Passport/ residence permit); ii) the legal representative of the shareholders – legal persons is not mentioned in the list of Company shareholders received from Depozitarul Central S.A., then they will present also an official document attesting the capacity as legal representative (issued by a competent authority, original or certified copy, not older than 3 months before the date of publication of the convening notice of the present Meeting). For the Romanian State, the capacity of legal representative of the Ministry of Energy is proven by the copy of the appointment decree issued by the President of Romania (copy of the Official Gazette is has been published in or excerpt of a legislative program).

 

The documents certifying the legal representative capacity presented in a foreign language, other than English (except for the identity documents valid on Romanian territory) shall be accompanied by the translation made by an authorized translator, into Romanian or English language.

 

Information concerning the special and general Powers of Attorney, the Correspondence Voting Ballots and the Affidavits is enclosed at points c) - e) below.

 

b)           Documents related to the EGMS agenda

 

Starting with October 5th, 2021, the following documents may be downloaded from the Company’s website www.rompetrol-rafinare.ro, Investor Relations/General  Meeting of Shareholders, or may obtain, upon request, in any business day, during 09:00 a.m. – 04:00 p.m., at the Company’s headquarter, via fax or by mail:

- Convening Notice for EGMS (available in Romanian and English);

- Special Power of Attorney - forms for the representation of the shareholders in the EGMS, which shall be updated if new points or proposals of resolutions will be inserted on the agenda (available in Romanian and English languages);

- Correspondence Voting Ballots - forms for the participation and voting of the shareholders in the EGMS, which shall be updated if new points or proposals of resolutions will be inserted on the agenda (available in Romanian and English languages);

- Reasoning documents and materials related to the points on the agenda of the EGMS;

- Drafts of resolutions for the points on the agenda of the EGMS.

 

If the case would be, the updated agenda shall be published no later than October 25, 2021, as per the legal provisions.

 

c)           Vote by representative, based on general Power of Attorney

 

In virtue of art. 105 par. (10) of Law no. 24/2017 on issuers of financial instruments and market operations, republished, the shareholder’s representation in GMS may also be done by other persons than the shareholders, based on a special or general Power of Attorney. So, the shareholder may give a general Power of Attorney valid no longer than 3 years, if the parties have expressly provided for a longer period, permitting to the representative to vote all the points on which the general meetings of shareholders debate for the one or more issuers named in the Power of Attorney, individually or by a generic formulation referring to a certain category of issuers, including the disposal acts, with the condition that the Power of Attorney shall be granted by a shareholder as client to an intermediary, in compliance with the legal provisions.

 

For the validity of the mandate, the proxy should have the quality either of intermediary (according to the provisions of art. 2 para. (1) point (19) of Law no. 24/2017, republised) or lawyer and the shareholder should be client of it. Also, the proxy should not be in a conflict of interest, like:

a)           is a major shareholder of the Rompetrol Rafinare, or another company controlled by such shareholder;

b)           is a member of the administrative, management or supervisory body of the Rompetrol Rafinare, of a majority shareholder or a person controlled by that shareholder;

c)           is an employee or an auditor of the Company or of a majority shareholder or a person controlled by that shareholder;

d)           is the spouse, relative or affinitive up to the fourth degree of one of the individuals referred to in subparagraph a) -c).

 

The proxy cannot be replaced by another person, except in the case where this right has been expressly given by the shareholder by power of attorney, this without affecting the shareholder’s right to designate, by power of attorney, one or more alternate proxies, thus ensuring the shareholder’s representation in the GMS. If the proxy is a legal entity, it may exercise its mandate by any person in its administrative or management body or by one of its employees.

 

The Company does not impose a specific form for the general Power of Attorney.

 

Together with the general Power of Attorney, the shareholders shall submit to the Company the statement issued by the legal representative of the intermediary or lawyer who received the power of representation by general Power of Attorney, signed, in original and, as the case, stamped, which to confirm that:

a) the Power of Attorney is given by the respective shareholder, in its capacity as client, to the intermediary or, as the case, to the lawyer;

b) the general Power of Attorney is signed by the shareholder, including by attaching an extended electronic signature, if the case.

 

The quality as shareholder and also, in case of shareholders - legal persons or entities without legal status, the quality as legal representative shall be acknowledged based on the following documents submitted by the shareholder to the Company and issued by Depozitarul Central S.A. or the intermediaries, as they are defined by the art. 2 para. 1 point 19 of Law no. 24/2017, republished, which provide custody services:

a) the account statement, which shows the quality as shareholder and the number of shares owned;

b) documents attesting the enrolment of the information regarding the legal representative with Depozitarul Central S.A./ respective intermediaries (in the case of shareholders – legal persons).

 

The documents submitted in a foreign language, other than English language (except for identity documents valid in Romania) shall be accompanied by the authorized translation thereof into Romanian or English language.

 

Before their first use, general Powers of Attorney accompanied by the related documents shall be deposited/sent, in copy, containing the mention of conformity with the original under the signature of the representative, as to be registered as received with Company Registration desk until November 3rd, 2021, at 11:00 a.m. (Romanian time), clearly mentioning on the envelope „FOR THE EXTRORDINARY GENERAL MEETING OF SHAREHOLDERS OF NOVEMBER 5th/8th, 2021”. The general Powers of Attorney, in certified copies, will be retained by the Company, mentioning about these in the minutes of the EGMS. The general Powers of Attorney are valid for a period that could not exceed 3 years, if the parties have expressly provided for a longer period.

 

The general Powers of Attorneys accompanied by the related documents may be sent also by e-mail with extended electronic signature, in compliance with Law no. 455/2001 on digital signature, as amended and supplemented, and according to the regulations of the Autoritatea de Supraveghere Financiara (FSA) - Financial Supervisory Authority, at the address:  Investor.Relations.RRC@rompetrol.com, so that to be registered as received to the Company’s Registration Desk until November 3rd, 2021, at 11:00 a.m. (Romanian time), clearly mentioning to the subject: FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AS OF NOVEMBER 5th/8th, 2021”.

 

The verification and validation of the general Powers of Attorney shall be made by the technical secretary appointed according to the law, he/she is going to keep the documents safely.

 

d)           Vote by representative, based on special Power of Attorney and the vote by corespondece

 

Shareholders may participate personally or may be represented in EGMS by a designated representative ("Proxy") who was issued a special Power of Attorney, based on the representation form provided by the Company, according to art. 105 par. (12) of Law no. 24/2017, republised.

The special Powers of Attorney must be filed in by the shareholder (in three original copies: one form for the shareholder, one for the proxy and one for RRC), they must be signed and contain specific voting instructions for each point on the EGMS agenda for which the Proxy is going to vote in the name of the shareholder, clearly specifying the voting option (i.e. vote “for”, “against” or mention “abstain”). One shareholder may be represented in the EGMS by only one Proxy, having a special power of attorney granted for the EGMS dated November 5/8, 2021.

The Company’s Shareholders registered on the Reference Date in the shareholders register issued by Depozitarul Central S.A. have the possibility to vote through correspondence, before the EGMS, using the Ballot Papers form, for voting through correspondence.

The special Power of Attorney Forms and Correspondence Voting Ballots, both in Romanian and English languages, can be obtained from the Company’s headquarters, located at the above-mentioned address, under chapter “Documents afferent to GMS” or can be downloaded from the Company’s website, www.rompetrol-rafinare.ro, under section Investor Relations/ General Meeting of Shareholders, starting with October 5th, 2021.

 

The special Powers of Attorney and Correspondence Voting Ballots shall have the form issued by the Company and shall contain specific instructions for each point on the agenda (meaning vote “For”, vote “Against” or the mention “Abstention”).

 

The vote by correspondence may be expressed through the Correspondence Voting Ballot also by the shareholder’s representative only the case the representative:

a) has received from the shareholder that it represents a special/ general Power of Attorney, which is submitted to the Company in the form required by the legal regulations and within the deadline stipulated in the convening notice, or

b) is a credit institution providing custody services, being allowed to vote exclusively according with and within the limits of the instructions received from its clients being shareholders at the Reference Date.

 

The quality as shareholder and also, in case of shareholders - legal persons or entities without legal status, the quality as legal representative shall be acknowledged based on the list of Rompetrol Rafinare S.A. shareholders for the Reference Date received from Depozitarul Central S.A.

 

In case: i) the shareholders – natural persons did not registered in the system of Depozitarul Central S.A. the valid and updated identification data, then they will present also a copy of the updated identity document (identity card/ Passport/ residence permit); ii) the legal representative of the shareholders – legal persons is not mentioned in the list of Company shareholders for the reference Date received from Depozitarul Central S.A., then they will present also an official document attesting the capacity as legal representative of the signatory of the special Power of Attorney/ Correspondence Voting Ballot (issued by a competent authority, original or certified copy, not older than 3 months before the date of publication of the convening notice of this Meeting).

 

Any documents submitted in a foreign language, other than English (except for identity documents valid in Romania) shall be accompanied by the authorized translation thereof into Romanian or English language.

 

In case of the EGMS, there shall be used a single form of special Power of Attorney/ Correspondence Voting Ballot for all points on the agenda, made available by the Company.

 

When filling in the special Powers of Attorney/ Correspondence Voting Ballots, the shareholders or, as the case, their representatives are asked to consider that new points on the agenda of the EGMS or proposals of resolutions could be added, in which case the updated agenda shall be published starting with October 25, 2021.

 

For the EGMS, the special Powers of Attorney/ Correspondence Voting Ballots and the related documents shall be sent as to be registered with the Company registration desk no later than November 3, 2021, at  11:00 a.m. (Romanian time), clearly mentioning on the envelope „SPECIAL POWER OF ATTORNEY/ CORRESPONDENCE VOTING BALLOT FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AS OF NOVEMBER 5th/8th, 2021”.

 

The special Powers of Attorney and the Correspondence Voting Ballots may be sent also by e-mail with extended electronic signature, in compliance with Law no. 455/2001 on digital signature, republished, and according to the regulations of the ASF, at the address: Investor.Relations.RRC@rompetrol.com, as following:

- the special Power of Attorney/ Correspondence Voting Ballot, filled in by the shareholders or, as the case, their representatives with their options (vote “For”, vote “Against”, mention “Abstention”), signed, having attached extended electronic signature, accompanied by the related documents shall be sent by e-mail clearly mentioning on the subject “For the Extraordinary General Meeting of Shareholders as of November 5th/8th, 2021”, so that to be registered as received to the Company’s registration desk until November 3rd 2021, 11:00 a.m. (Romanian time).

 

The special Powers of Attorney and Correspondence Voting Ballots in Romanian and/or English languages, which are not registered with the Company’s Registration Office/email address specified in the previous paragraph until the date and hour mentioned hereinbefore, shall not be considered for determining the quorum and majority in the EGMS.

 

If the special Power of Attorney was sent to the Company by email, the Proxies shall also provide to the Technical Secretariat an original copy of the special power of attorney.

 

When filling in the special Powers of Attorney/ Correspondence Voting Ballots, in compliance with all of the above-mentioned, the shareholders or, as the case, their representatives are asked to consider that new items on the agenda of the EGMS or proposals of resolutions could be added. In this case, the special Powers of Attorney/ Correspondence Voting Ballots shall be updated and published as described at letter b) starting with October 25th, 2021.

 

The special Power of Attorney is valid only for the GMS for which it has been requested; the representative is required to vote in compliance with the instructions formulated by the empowering shareholder, under sanction of vote cancellation.

Generally a shareholder may mandate only one representative to represent him/her in GMS. However, the Power of Attorney may name one or more alternative representatives to ensure the representation in the general meeting, for the case in which the main representative named above cannot fulfill his mandate. If more alternative representatives are assigned by the Power of Attorney, there shall be set the succession in which they are to exercise their mandate.

If the shareholder expressing his/her vote through correspondence participates personally or by a representative to the EGMS, the vote through correspondence expressed for that general meeting shall be annulled. In this case, only the vote expressed personally or by representative shall be taken into consideration.

 

If the person representing the shareholder by his/her personal presence in the general meeting is another person than the one who expressed the vote through correspondence, then, in order for his/her vote to be valid, the person shall submit in the general meeting, a written revocation of the vote expressed through correspondence, signed by the shareholder or by the representative who expressed that vote through correspondence. If the shareholder, or his/her legal representative, is present at the general meeting, this is not necessary anymore.

 

The centralization, checking and recordkeeping of the Correspondence Voting Ballots, as well as the verification and validation of the special Powers of Attorney deposited with the Company shall be made by the technical secretary, she/he are going to keep the documents safely and shall maintain confidentiality over the votes cast until the items on the agenda are submitted for voting.

 

e)           The Affidavits

 

In case a shareholder is represented by a credit institution that provides custody services, the latter will be able to vote on the EGMS on the basis of the voting instructions received by electronic means of communication, without the need for a special or general power of attorney to be drawn up by the shareholder. The custodian votes in the EGMS exclusively in accordance with and within the limits of instructions received from its clients as shareholders of the Company at the Reference Date.

 

The credit institution may participate and vote at the EGMS, provided that it submits a declaration on its own responsibility (Affidavit), stating:

a) clearly the name of the shareholder on behalf of which the credit institution participates and votes in the EGMS;

b) the credit institution provides custody services to that shareholder;

c) clearly the name of the person who is part of the management body or among the employees of the credit institution and will represent the credit institution in the EGMS.

 

Documents accompaning the Affidavit:

- an official document attesting the capacity as legal representative of the signatory of the Affidavit (issued by a competent authority, original or certified copy, not older than 3 months before the date of publication of the convening notice of the EGMS);

- copy of the identity document of the person who is part of the management body or among the employees of the credit institution nominated in the Affidavit and will represent the credit institution in the EGMS.

 

The documents submitted in a foreign language, other than English (except for the identity documents valid on the territory of Romania) shall be accompanied by a sworn translation, in Romanian or English languages.

 

The Affidavit, signed by the legal representative of the credit institution, in original, accompanied by the related documents, shall be deposited/sent so that to be registered as received to the Company’s registration desk until November 3rd, 2021, at 11:00 a.m. (Romanian tine), clearly mentioning on the envelope „FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AS OF NOVEMBER 5th/8th, 2021”.

 

The Affidavits, signed, accompanied by the related documents may be sent also by e-mail with an extended electronic signature, in compliance with Law no. 455/2001 on digital signature, as amended and supplemented, and according to the regulations of the Financial Supervisory Authority, at the address: Investor.Relations.RRC@rompetrol.com, mentioning to the subject: „FOR THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS AS OF NOVEMBER 5th/8th, 2021”, so that to be registered as received to the Company’s registration desk until November 3rd, 2021, at 11:00 a.m.(Romanian time).

 

The verification and validation of the Affidavits deposited with the Company shall be made by the technical secretary appointed according to the law, she/he are going to keep the documents safely.

 

f)             The shareholders rights to introduce additional points on the agenda and to make new resolution proposals for the existing or proposed points to be included on the agenda

 

The shareholders representing, individually or collectively, at least 5% of the Company’s share capital, have the right according to the law to ask for introducing new points on the agenda of the EGMS, as well as to make new resolutions’ proposals for the points included or proposed to be included on its agenda, by recommended letter with receiving confirmation/by courier, clearly mentioning on the envelope „For the Extraordinary General Meeting of Shareholders as of November 5/8, 2021”, so that to be registered as received to the Company’s registration desk until  October 18th, rd, 2021, at 04:00 p.m. Each new proposed point must be accompanied by a reasoning memo or a draft resolution proposed for adoption to the meeting.

 

The documents submitted in a foreign language, other than English (except for the identity documents valid on the territory of Romania) shall be accompanied by a sworn translation, in Romanian or English languages.

 

g)           The shareholders right to ask questions concerning the agenda

 

Any interested shareholder has the right to ask questions regarding the points included on the agenda of the EGMS; the questions shall be submitted in writing and shall be deposited/ sent so that to be registered as received to the Company’s registration desk until October 18th, 2021, at 4:00 p.m., clearly mentioning on the envelope „For the Extraordinary General Meeting of Shareholders as of November 5/8, 2021”.

 

The answers shall be available on the Company’s website www.rompetrol-rafinare.ro, Investors Relations/General meeting of shareholders, starting with October 29th, 2021, at 06:00 p.m..

 

The right to submit questions and the Company’s obligation to respond shall be subject to the protection of confidentiality and business interests of the Company.

 

For the valid exercise of the rights stipulated at letters f) and g), the shareholders shall submit to the Company the following documents issued by Depozitarul Central S.A. or by the intermediaries defined in art. 2 para. (1) point 19 of the Law 24/2017, republished, which provide custody services:

a) the account statement, which shows the quality as shareholder and the number of shares owned;

b) documents attesting the enrolment of the information regarding the legal representative with Depozitarul Central S.A./ respective intermediaries (in case of shareholders – legal persons).

 

The documents submitted in a foreign language, other than English (except for identity documents valid in Romania) shall be accompanied by the authorized translation thereof into Romanian or English language.

 

***

On the convening date, the Rompetrol Rafinare S.A.’s registered share capital is of Lei 4,410,920,572.60 and consists of 44,109,205,726 shares, dematerialized shares, with a par value of Lei 0.10, each share giving the right to one vote within the General Meeting of Shareholders.

 

Further information can be received at phone number 0241/506553 on working days, between 9:00 a.m. – 04:00 p.m. and on the Company’s website www.rompetrol-rafinare.ro, section Investors Relation, sub-section Shareholders General Assembly / Shareholders General Assembly current year.

Besides, on website www.rompetrol-rafinare.ro, Section Investors Relation it is posted a notice of information regarding the shareholders’ rights in the processing of their personal data by the Company, according to Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

 

Chairman of the Board of Directors

Yedil Utekov

 

 



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