NR.1584/25.05.2023
To: FINANCIAL SUPERVISORY AUTHORITY
BUCHAREST STOCK EXCHANGE
Current report according to ASF Regulation no.5/2018
Report date: 25.05.2023
ROMPETROL WELL SERVICES S.A. PLOIESTI
Registered headquarters: Ploiesti, 2bis Clopotei Street,
Prahova County
Phone/fax no.: 0244.544.101/ 0244.522.913
Sole Registration Code: RO 1346607
Registration number with the Trade Registry: J29/110/1991
Subscribed and paid up share capital: 27,819,090 lei
Regulated market on which the securities issued by the company are traded: Bucharest Stock Exchange (symbol PTR)
Important events to report: Shareholder request for calling an Ordinary General Meeting of Shareholders of Rompetrol Well Services S.A.
Rompetrol Well Services S.A. (hereinafter referred to as the “Company”) informs investors that a request for calling an Ordinary General Meeting of Shareholders submitted by the KJK BALKAN HOLDING S.a.r.l, in the capacity of shareholder, holding a number of 29,709,950 shares, representing 10.6797% of the Company's share capital, has been registered under no. 1578/24.05.2023, with the following agenda:
1. The presentation by the company's board of directors of a written report regarding the dedicated services of management assistance and specialized technical consultancy contracted by the company with KMG Rompetrol - S.R.L. in the years 2020, 2021 and 2022, which shall include the categories of services contracted and their value for each category separately, as well as the economic justification for the contracting of those services in relation to the activities, powers and obligations of the company’s directors.
2. The presentation by the company's board of directors of a written report containing a presentation of the price of the dedicated services of management assistance and specialized technical consultancy contracted by the company from KMG Rompetrol - S.R.L. in the years 2020, 2021 and 2022 compared to the market price of the mentioned services.
3. The presentation by the company's board of directors of a written report regarding the persons in the company's management who approved the contracting by the company from KMG Rompetrol - S.R.L. in the years 2020, 2021 and 2022 of the dedicated services of management assistance and specialized technical consultancy, which shall include the nominal indication of all the persons who approved the said services.
4. The presentation by the company's board of directors of a written report regarding the cash pooling contract concluded with KMG Rompetrol - S.R.L., which includes the following information: the amount currently placed by the company in the cash pooling account, the duration of the contract and whether the company can at any time use the amount placed in the cash pooling account with the description of the actual mechanism that can lead to this end, the risks involved in the mentioned contract and the economic justification for the conclusion of this contract.
5. Approval to hold the directors of the company liable for the damages in the estimated amount of 3,769,106 lei caused by them to the company through the conclusion by Rompetrol Well Services - S.A. of the contracts regarding the dedicated services of management assistance and specialized technical consultancy and the designation of the shareholder KJK Balkan Holding S.a.r.l. for the commencement of the legal action against de liable directors of the company.
6. Approval of the instruction to the management of Rompetrol Well Services - S.A. and to its employees with responsibilities related to the company's control and accounting to calculate the amounts paid by the company to KMG Rompetrol - S.R.L., as a result of the company's conclusion of the contracts regarding the dedicated services of management assistance and specialized technical consultancy, in order to calculate the damages caused to the company by concluding and performing the mentioned contracts.
7. Approval of the election of the directors of the company for a mandate of 2 years, which begins on the date of election of the directors and which ends at the end of the term of the 2 years from the date of their election, in order to replace the directors against whom the liability action for damages is initiated.
8. Approval of the remuneration of the newly elected directors, which will have an equal value to that previously approved by the company’s general shareholders’ meeting.
The request for calling the Ordinary General Meeting of Shareholders will be submitted for analysis and decision to the Board of Directors of Rompetrol Well Services S.A., after which the decision adopted will be communicated to investors and shareholders of the Company within the legal period.
Attached the request of the shareholder of KJK BALKAN HOLDING S.a.r.l.
There are no other events to report.
General Manager
Mr. Georgian Stefan Florea