Notice of OGSM & EGSM 27(28).04.2023

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. 11048 / 23.03.2023

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. 14/ 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, Para.1, letter c) of ASF Regulation no 5/2018:

I. OGMS convening for the date 27.04.2023 (in first call)/28.04.2023 (in second call), 11.00 A.M.

II. EGMS convening for the date 27.04.2023 (in first call)/28.04.2023 (in second call), 10.00 A.M.

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I. OGMS convening for the date 27.04.2023 (in first call)/28.04.2023 (in second call), 11.00 A.M.

Following the decision of the meeting of the Board of Directors dated 23.03.2023, the company CONPET SA informs the shareholders and the investing public on the convening of the OGMS for the date 27.04.2023 (in first call)/28.04.2023 (in second call).

The OGMS is convened for the date 27.04.2023 (in first call)/28.04.2023 (in second call), 11.00 AM, at the registered offices of the company in Ploiesti, no. 1-3, Anul 1848 Street. The reference date of the OGMS is 13.04.2023. The registration date proposed by the Board of Directors for the meeting is 25.05.2023 (serving for the identification of the shareholders who are to benefit from dividends or other rights and who fall under the effects of the OGMS Resolution), with ex-date 24.05.2023, related to the OGMS and the date of 15.06.2023 as the date of payment of dividends.

The OGMS convening notice includes the following Agenda:

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

2. Presentation of the Annual Report of Administrators for the financial year 2022.

3. Presentation of the Report of the Independent Financial Auditor PKF FINCONTA SRL.

4. Approval of the financial statements on and for the financial year ended on 31.12.2022 based on the accounting regulations according to IFRS approved by OMFP no. 2844/2016.

5. Approval of the distribution of the net profit for the financial year 2022, reinstated with the provision for employees share of profit and the retained earnings, setting the registration date and determining the date of payment of dividends to shareholders, as follows:

a). approval of the distribution of the net profit for the financial year 2022 (61,663,616 RON), reinstated with the provision for the employees share of profit (6,387,655 RON), on 31.12.2022, in total amount of 68,051,271 RON, on the following destinations:

     - other reserves stipulated by the law - reinvested profit exempted from payment of corporate tax, as per Art.22 of Law no.227/2015 on the Fiscal Code: 3,152,695 RON

      - employees share of profit within the limit of 10% of the net profit, reunited with the provision for employees share of profit: 6,387,655 RON

      - dividends due to shareholders: 58,510,921 RON

b) approval of the distribution of the retained earnings in the amount of 2,598,431 RON, to cover the actuarial loss resulting from the update of the benefits granted upon retirement in the amount of 1,599,191 RON and for the granting of dividends due to shareholders, in amount of 999,240 RON.

c) setting the amount of the gross dividend proposed to be granted to shareholders in the amount of 6.873805208 RON/share representing the total gross dividend/share.

d) setting the date of 25.05.2023 as the registration date serving for the identification of the shareholders who are to benefit from dividends or other rights and who fall under the rights of the OGMS Resolution, ex-date 24.05.2023.

e) setting the date of 15.06.2023 as the date of payment of dividends to shareholders.

f) the payment of dividends will be performed in RON exclusively to the shareholders registered in the Shareholders Registry (held by “Depozitarul Central” S.A.) at the registration date set by the General Meeting of Shareholders, and the dividends payment method will be acknowledged to the shareholders prior to the date of initiation of payment. The expenses occasioned by the payment of dividends are being borne by the shareholders.

6. Approval of the discharge of administration of the company’s administrators for the financial year ended 31.12.2022.

7. Approval of the Annual Report of the Nomination and Remuneration Committee related to the remunerations and other benefits awarded to the administrators and the Directors with contract of mandate during 2022 financial year (Remuneration Report).

8. Approval of the Board of Director's report on the administration activity in 2022 prepared in accordance with Art. 55 of GEO 109/2011 on corporate governance of public enterprises and the provisions of the contract of mandate.

9. Presentation of the Board of Directors’ Report of monitoring the framing of key performance indicators of the administrators for the year 2022 in the limits approved by the OGMS and:

a) Approval of the total degree of achievement (103.4%) of the financial and non-financial key performance indicators (KPIs) of the administrators for the year 2022.

b) Approval of granting the variable component due to administrators for the period of mandate carried out in 2022, according to the provisions of the contract of mandate.

10. Approval of the Rules on the Organization and Functioning of the Board of Directors of the company CONPET S.A.

11. The empowerment of the President of the OGMS meeting to sign and register the OGMS Resolution and to perform the necessary diligence at the Trade Register Office attached to Prahova Tribunal, in relation to the OGMS Resolution, 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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II. EGMS convening for the date 27.04.2023 (in first call)/28.04.2023 (in second call), 10.00 A.M.

Following the decision of the meeting of the Board of Directors dated 23.03.2023, the company CONPET SA informs the shareholders and the investing public on the convening of the EGMS for the date 27.04.2023 (in first call)/28.04.2023 (in second call).

The EGMS is convened for the date 27.04.2023 (in first call)/28.04.2023 (in second call), 10.00 AM, at the Registered Offices of the company in Ploiesti, no. 1-3, Anul 1848 Street. The reference date of the EGMS is 13.04.2023. The registration date proposed by the Board of Directors for the meeting is 25.05.2023, with ex-date 24.05.2023 related to the EGMS.

The EGMS convening notice includes the following Agenda:

1. Election of a Secretary of the Extraordinary General Meeting of Shareholders (EGMS).

2. Approval of the amendment of the Articles of Incorporation of “CONPET” S.A., as per the proposals in the Annex to the EGMS Convening Notice.  (Draft amendment of the Articles of Incorporation).

3. Approval of the registration date 25.05.2023 advanced by the Board of Directors, with ex-date 24.05.2023.

4. The empowerment of the President of the Extraordinary General Meeting of Shareholders to sign the EGMS Resolution and to perform the necessary diligence in order to register the OGMS Resolution at the Trade Registry Office of the Prahova Tribunal, public 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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We hereby attach to this current report the OGMS Convening Notice for the date 27.04.2023/28.04.2023, as well as the EGMS Convening Notice for the date of 27.04.2023/28.04.2023, accompanied by the Annex to the EGMS Convening Notice. (Draft Amendment of the Articles of Incorporation of CONPET SA)