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Rompetrol Rafinare S.A. — Proxy Solicitation & Information Statement 2020
Apr 15, 2020
2318_iss_2020-04-15_33324d7f-c2e7-4ec5-8fcc-6bef0eb06f45.pdf
Proxy Solicitation & Information Statement
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ROMPETROL RAFINARE S.A. Bulevardul Navodari, nr. 215, Pavilion Administrativ, Navodari, Judetul Constanta, ROMANIA
No. 2855/ April 15, 2020
To: FINANCIAL SUPERVISORY AUTHORITY BUCHAREST STOCK EXCHANGE
Current report according to ASF Regulation no.5/2018
Report date: April 15, 2020
ROMPETROL RAFINARE S.A.
Social headquarters: 215 Navodari Blvd., Navodari (Administrative Pavilion), Constanta county Phone number: 0241/506100; 506553 Fax number: 0241/506930; 506901 Trade Register number: J13/534/1991
Unique registration code: 1860712 Subscribed and paid-up capital: 4.410.920.572,60 lei Regulated market on which securities are traded: Bucharest stock exchange (market symbol RRC)
Important events to report: Recommendations regarding the OGMS and the EGMS convened for 29/30.04.2020 in the context generated by the COVID-19 pandemic
Considering the Decrees of the President of Romania no. 195/2020 and 240/2020 regarding the establishment of a state of emergency on the territory of Romania, in the context of the restrictions imposed by the competent state authorities for managing the situation generated by COVID-19, the Military Ordinances regarding measures to prevent the spread of COVID-19, the preventive measures taken by the Romanian authorities, such as the limitations regarding the gatherings of people and the restrictions of movement, according to the provisions of ASF Regulation no. 5/2020, Rompetrol Rafinare S.A. ("Company" or "RRC") expressly recommends its shareholders to use electronic means of remote interaction, including voting by correspondence for the Ordinary General Meeting of Shareholders (OGMS) and, respectively, the Extraordinary General Meeting of Shareholders (EGMS) convened for 29/30.04.2020.
In this regard, RRC recommends all shareholders of the Company the following protection / prevention measures:
To access the informative materials for the OGMS and EGMS meetings in electronic format, available on the company website www.rompetrol-rafinare.ro , Investor Relations Section, General
ROMPETROL RAFINARE S.A. Bulevardul Navodari, nr. 215. Payllion Administrativ. Navodari, Judetul Constanta. ROMANIA
phone: + (40) 241 50 60 00 $+(40)$ 241 50 61 50 fax: + (40) 241 50 69 30 [email protected] www.rompetrol-rafinare.ro www.rompetrol.com
Meeting of Shareholders / General Meeting of Shareholders current year subsection, avoiding, to the extent to which it is possible, sending the materials on hard copy, by post, courier services or personal pick up from the RRC headquarters;
To vote by correspondence and, preferably, by e-mail, using the extended electronic signature Law 455/2001 regarding the electronic signature, incorporated, according to no. at [email protected], by sending the ballot by correspondence, accompanied by the documents mentioned in the convocation, avoiding, to the extent to which it is possible, sending them on hard copy by mail, courier services or personal deposit at the issuer's registry office; in the absence of the extended electronic signature, the aforementioned documents will be sent on hard copy by post, courier service or personal deposit at the issuer's registry office;
To use, as a means of communication with the Company, the electronic communication channels $\bullet$ made available by the Company, including the email address Investor. Relations. [email protected], using the electronic signature, for any documents sent to the company in relation to OGMS and EGMS, avoiding, to the extent to which it is possible, sending them on hard copy by mail, courier services or personal deposit at the Company registry office;
Please find below the description of the correspondence voting method, which can also be found in the general meeting of shareholders convocation available on the Company's website www.rompetrolrafinare.ro, Investor Relations Section, General Shareholders Meeting / General Shareholders Meeting current year subsection.
Correspondence ballots
Correspondence ballots must follow the format provided by the Company and contain specific instructions for each item on the agenda (vote "for", vote "against", mention "abstention").
Correspondence vote may be expressed though the correspondence ballot by the shareholder's representative only if:
- The representative received a special/general power of attorney from the shareholder he represents, that has to be submitted to the Company in the form provided by legal regulations and within the deadline provided for in the convocation, or
- The representative is a credit institution providing custody services, in which case voting is limited to the instructions received from their clients acting as shareholders at the Reference Date.
In case of OGMS, the correspondence ballot provided by the Company will be used for all items on the agenda.
ROMPETROL RAFINARE S.A. Bulevardul Navodari, nr. 215. Pavilion Administrativ, Navadari, Judetul Constanta, ROMANIA
In case of EGMS, the correspondence ballot provided by the Company will be used for all items on the agenda.
In case of OGMS, the correspondence ballot and the related documents will be sent to be registered with the company's registry office no later than April 27, 2020, 11:00 a.m. (Romania time) clearly mentioning on the envelope "For the Ordinary General Meeting of Shareholders on April 29/30, 2020".
In case of EGMS, the correspondence ballot and the related documents will be sent to be registered with the company's registry office no later than April 27, 2020, 13:00 a.m. (Romania time) clearly mentioning on the envelope "For the Extraordinary General Meeting of Shareholders on April 29/30, 2020".
Correspondence ballots can be sent by e-mail with extended electronic signature, according to Law no. 455/2001 regarding the electronic signature, republished, and according to ASF regulations, to [email protected], as follows:
- In case of OGMS, the correspondence ballot, filled in by shareholders or, if the case may be, by the representatives of shareholders, with their respective options (vote "for", vote "against", mention "abstention"), signed, with the extended electronic signature attached. accompanied by the related documents, will be sent by e-mail, with the subject "CORRESPONDENCE BALLOT - FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS ON APRIL 29/30, 2020", to be registered as received with the Company's registry office no later than April 27, 2020, 11:00 a.m. (Romania time);
- In case of EGMS, the correspondence ballot, filled in by shareholders or, if the case may be, by the representatives of shareholders, with their respective options (vote "for", vote "against", mention "abstention"), signed, with the extended electronic signature attached, accompanied by the related documents, will be sent by e-mail, with the subject "CORRESPONDENCE BALLOT - FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ON APRIL 29/30, 2020", to be registered as received with the Company's registry office no later than April 27, 2020, 13:00 a.m. (Romania time).
Correspondence ballots that are not registered with the Company's registry office before the above-mentioned deadlines will not be taken into consideration when determining attendance and vote quorum in OGMS and EGMS.
Depending on the evolution of the situation caused by COVID-19, between the moment of the present report and the date of holding the Ordinary General Meeting of Shareholders on April 29, 2020, 11:00 a.m. and respectively, the Extraordinary General Meeting of Shareholders on April 29, 2020, 01:00p.m., Rompetrol Rafinare SA shall adopt the appropriate measures, required or imposed by the authorities, while appropriately informing the shareholders of the Company.
ROMPETROL RAFINARE S.A. Bulevardul Navodari, nr. 215. Pavilion Administrativ. Navodari, Judetul Constanta, ROMANIA
phone: + (40) 241 50 60 00 $+(40)$ 241 50 61 50 $+(40)$ 241 30 69 30
fax: + (40) 241 50 69 30 [email protected] www.rompetrol-rafinare.ro www.rompetrol.com
We also inform you that, if the current restrictions regarding the number of participants to events held in confined spaces will be maintained, Rompetrol Rafinare is obliged to apply additional measures to comply with these legal requirements.
At the same time, we would like to draw the attention that the physical participation in public events / meetings in closed spaces (although it is carried out in compliance with the conditions and within the limits imposed by the authorities at that time) may expose the participants to a possible contamination with the SARS-CoV-2 coronavirus, and Rompetrol Rafinare SA and / or the management and / or administrators of Rompetrol Rafinare S.A. they cannot be held responsible for such risk.
Should the shareholders expressly wish to attend, directly or through the proxy, general meetings, they are requested to notify the company until April 21, 2020, by 10:00 am, at the e-mail addresses: Investor.Relations. [email protected] or [email protected] to allow the Company to take all the protective measures that are required in the given context, but not limited to them, such as: disinfection of the meeting room, requisition of a declaration regarding the health status, measures in the view of protecting the Company's personnel involved in conducting general meetings, including but not limited to requesting the necessary authorizations from the public authorities that are competent in this matter.
General Director
Felix Crudu-Tesloveanur
- June