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CONPET SA - COTE

17.05.2018 OGSM Resolution,Appt. of BoA Chairman and consultative committees

Release Date: 5/17/2018 3:03:10 PM

IRIS Code: A26B9

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. 18904/ 17.05.2018

 

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. 19/2018

as per Law no. 24/2017

 

 

Date of the report

17.05.2018

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:            PREMIUM Category

 

Reporting significant events:

I.  Resolution of the Ordinary General Meeting of Shareholders (OGMS) of CONPET S.A. dated 17.05.2018 (in first call)

II. Appointment of the Chairman of the Board of Administration of  CONPET S.A. and the constituency of the consultative committees set-up at the level of the Board of Administration 

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I. Resolution of the Ordinary General Meeting of Shareholders (OGMS) of CONPET S.A. dated 17.05.2018 (in first call)

The Ordinary General Meeting of Shareholders (OGMS) of CONPET S.A. called on 17.05.2018/18.05.2018 was held in first call, on 17.05.2018, starting 9 A.M., at the company’s headquarters in Ploiesti, no.1-3, Anul 1848 Street, following the fulfilment of the statutory –legal quorum conditions.

The OGMS Convening Notice, approved by BoA Resolution no.08/13.04.2018, was published in the Official Gazette of Romania, Part IV, no. 1458/16.04.2018 and in „Romania Libera” newspaper, the edition of 17.04.2018, being submitted to the Bucharest Stock Exchange and the Financial Supervisory Authority as annex to the Current Report no. 14/13.04.2018, report published on www.bvb.ro and www.conpet.ro.

The OGMS Convening Notice comprising the supplemented Agenda, approved by the BOA Resolution no. 9/24.04.2018, following the request of the shareholder SIF Banat-Crisana S.A. to introduce six additional items, was published in the Official Gazette of Romania no. 1623/26.04.2018, part IV and respectively in “Romania Libera” newspaper, the edition of 26.04.2018 and submitted to the Bucharest Stock Exchange and the Financial Supervisory Authority as annex to the Current Report no. 16/24.04.2018, 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 with majority of the expressed votes.

At the OGMS session could participate the shareholders registered in the Shareholders Registry consolidated at the reference date 08.05.2018. Therefore, in the hall were present one two shareholders legal persons, 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 and the representative of the shareholder SIF Banat-Crisana S.A., holding a number of 562,740 shares with nominal value of 3.30 RON, representing 6.50% of the total number of shares/voting rights, respectively a share capital in amount of 1,857,042 RON, as well as 3 shareholders natural persons, holders of a number of 201 shares with nominal value of 3.30 RON, representing 0.0023% of the total number of shares/voting rights, respectively a share capital amounting to 663.3 RON.

For the OGMS meeting, 30 shareholders submitted correspondence voting bulletin, holders of a number of 680,535 shares/voting rights, representing 7.8605% of the total number of shares/voting rights, respectively a share capital in amount of 2,245,765.5 RON.

Based on the materials related to the OGMS Agenda, considering the mandate of the representative of the Ministry of Energy, the mandate of the representative of SIF Banat-Crisana S.A., as well as the vote exercised by correspondence, following the debates and proposals formulated by the shareholders during the meeting, was issued the OGMS Resolution no.3/2018, with the following contents: 

 

RESOLUTION NO. 3

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS (OGMS)

of the company “CONPET” S.A. Ploiesti

dated 17.05.2018

 

The Ordinary General Meeting of Shareholders of the Company CONPET S.A. headquartered in Ploiesti, no. 1-3, Anul 1848 Street, registered at Trade Register Office 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 Articles of Association of the company, following the shareholders’ debates, adopts today, during the meeting dated 17.05.2018 (in first call), the following

 

RESOLUTION

 

Art. 1. Approves the election of Mr. Prepelita Alexandru (representative of the  Ministry of Energy) as Secretary of the Ordinary General Meeting of Shareholders;

Art. 2. Approves the Board of Administration and candidate profile.

Art. 3. Approves the revocation of the Board of Administration members, namely: Mrs. Stan - Olteanu Manuela - Petronela, Mr. Vaduva Constantin, Mr. Iacob Constantin - Ciprian, Mr. Popa Claudiu - Aurelian, Mr.Bugica Radu, Mr. Lefter Razvan Stefan, Mr. Matei Ion - Cristian.

Art. 4. a) Election of a new Board of Administration formed of 7 members and appoints, following the application of the cumulative voting method, the following administrators:

I) Stan – Olteanu Manuela - Petronela, Romanian citizen, with domicile in Ilfov county, Voluntari city, Jurist, 7,000,000 cumulated votes;

II) Vaduva Constantin, Romanian citizen, with domicile in Bucharest municipality, Economist, 6,950,000 cumulated votes;

III) Iacob Constantin - Ciprian, Romanian citizen, with domicile in Dimbovita county, Tirgoviste municipality, Jurist, 6,850,000 cumulated votes

IV) Popa Claudiu - Aurelian, Romanian citizen, with domicile in Ilfov County, Rosu Village, Jurist, 6,950,000 cumulated votes;

V) Matei Ion - Cristian, Romanian citizen, with domicile in Prahova County, Blejoi commune, Engineer, 6,850,000 cumulated votes;

VI) Gavrila Florin - Daniel, Romanian citizen, with domicile in Ilfov County, Cornetu commune, Economist,  9,664,997 cumulated votes;

VII) Ilasi Liviu, Romanian citizen, with domicile in Ploiesti municipality, Prahova county, Engineer,  8,078 cumulated votes;

             b) Approves the 4 months duration of the administrators’ mandate, respectively until 17.09.2018 or until the completion of the selection procedure stipulated in the EGO no. 109/ 2011 regarding the corporate governance of the public enterprises, approved with amendments and completions by Law no.111/2016, if this takes place prior to the date of expiry of the mandates of the administrators;

Art. 5. a) Approves the form and content of the contract of mandate of the administrators elected by the cumulative voting method.

            b) Appoints the representative of the Ministry of Energy in the Ordinary General Meeting of Shareholders, respectively Mr. Prepelita Alexandru, to sign the contracts of mandate of the administrators elected by the cumulative voting method.

Art. 6. Sets the monthly fixed gross allowance of the elected administrators, in amount of 12,754 RON, equivalent with twice the average within the last 12 months, of the gross monthly average earnings for the activity performed according to the core business registered by the Company, at the level of class, as per the classification of the activities in the national economy, communicated by the National Statistics Institute prior to the appointment, recalculated as to provide the maintenance of the monthly net average earnings valid within the last 12 months prior to the appointment, for harmonizing with the new binding social contributions due as per the Law no. 227/2015, further amendments and completions, as amended pursuant to EGO no.79/2017 for the amendment and completion of Law no. 227/2015 regarding the Fiscal Code, the recalculation standing upon the provisions of Art. 18 of the EGO no. 90/ 2017.

Art. 7. Approves the empowerment of the Chairman of the Board of Administration to update and sign Annex. No. 1 to the Articles of Incorporation of the company in what regards the constituency of the Board of Administration.

Art. 8. Approves the empowerment of the Director General to perform the necessary diligence in order to register the OGMS Resolution and the updated Articles of Incorporation to the Trade Register 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.

Art. 9. Approves the registration date 08.06.2018 advanced by the Board of Administration, with ex-date 07.06.2018.

Art. 10. Approves the empowerment:

a) of the President of the meeting to sign the O.G.M.S. Resolution;

b) of the Chairman of the Board of Administration to enforce the O.G.M.S. resolution according to the legal provisions;

c) of the Director General to perform the necessary diligence in order to register the OGMS Resolution to 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 within the Company, the proxy to perform the above-mentioned diligence.

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II. Appointment of the Chairman of the Board of Administration of  CONPET S.A. and the constituency of the consultative committees set-up at the level of the Board of Administration 

During the meeting held on 17.05.2018, the Board of Adminstration of CONPET S.A., elected pursuant to the Decision no. 3/17.05.2018, agreed upon the  appointment of  Mrs. Manuela – Petronela Stan – Olteanu in the capacity of Chairman of the BoA, as of 17.05.2018, namely along 17.05.2018 – 17.09.2018 or until the completion date of the administrators selection procedure provided by EGO no.109/2011 on the corporate governance of public enterprises, approved with amendments and completions by Law no.111/2016.

In the same meeting, the BoA member approved the constituency of the Consultative Committees set up at the level of the Board of Administration, which will be the following:

- The Nomination and Remuneration Committee: Stan – Olteanu Manuela - President; members: Mr. Vaduva Constantin, Mr. Gavrila Florin - Daniel, Mr. Iacob Constantin - Ciprian, Mr. Popa Claudiu – Aurelian

- The Audit Committee: Mr. Vaduva Constantin - president; members: Mr. Gavrila Florin – Daniel, Mr. Ilasi Liviu

- The Financial and Investor Relations Committee: Mr. Gavrila  Florin - Daniel - president; members: Mr. Iacob Constantin – Ciprian, Mr. Vaduva Constantin

- The Development Committee and for the Relation with the Authorities: Mr. Popa Claudiu - Aurelian – president, members: Mrs. Stan - Olteanu Manuela, Mr. Matei Ion - Cristian.

 

 

Director General

Eng. Dan-Silviu BACIU, M.B.A.

S.s. Illegible

Stamp

 

Deputy Director General 1

Jurist, Mihaela Anamaria DUMITRACHE

S.s. Illegible

 

Head of Corporate Governance

Econ. PINZARIU Bogdan

S.s. Illegible

 

 



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