General Meeting of Shareholders for the running year

This section intends to provide information on the organization and convening of the General Shareholder Meeting, in accordance with the Articles of Incorporation.

The General Meeting of Shareholders shall be convened by the Board of Directors whenever necessary.

The General Meeting of Shareholders shall take place at the registered office of the company or elsewhere as indicated in the Convening Notice.

The General Meeting of Shareholders is called by public announcement in Romania, with at least 30 days prior notice.

Attendance to the Meeting is subject to having the shareholder status at the reference date established in the Convening Notice. The support documents are posted on the company’ website, section Investor Relations, being available to all shareholders. Rompetrol Rafinare S.A. observes the “one share, one vote, one dividend” principle. There are no shares without voting rights, shares conferring the right to more than one vote or preference shares.

The Board of Directors shall convoke the General Meeting of Shareholders upon the request of shareholders holding individually or together at least 5% of the share capital. In this case, the General Meeting of Shareholders shall be convoked within 30 days and shall be held within 60 days from receipt of the request.

General meeting of shareholders current year

Report description
Ordinary and Extraordinary General Meetings of Shareholders – April 27/28th, 2023
Results of the votes on the Resolutions no 1/2023 – no. 3/2023 of the Ordinary General Meeting of Shareholders dated April 27, 2023
Results of the votes on the Resolutions no 4/2023 and no. 5/2023 of the Extraordinary General Meeting of Shareholders dated April 27, 2023
Current report - Resolutions no. 1/2023 – no.5/2023 adopted by te OGMS and EGMS on 27 April 2023
Completion of the Convocation of the Ordinary and Extraordinary General Meetings of Shareholders on 27(28) April 2023 – document published on 11 April 2023
Current report on the request to supplement the agenda of the OGMS and EGMS from 27/28 April 2023 – document published on 10 April 2023
Convening Notice for OGMS and EGMS – April 27/28, 2023
Special Powers of Attorney for the Ordinary General Meeting of Shareholders – Updated on April 13, 2023
Correspondence Voting Ballots for the Ordinary General Meeting of Shareholders – Updated on April 13, 2023
Special Powers of Attorney for the Ordinary General Meeting of Shareholders
Correspondence Voting Ballots for the Ordinary General Meeting of Shareholders
Special Power of Attorney for the Extraordinary General Meeting of Shareholders – Updated on April 13, 2023
Correspondence Voting Ballot for the Extraordinary General Meeting of Shareholders – Updated on April 13, 2023
Special Power of Attorney for the Extraordinary General Meeting of Shareholders
Correspondence Voting Ballot for the Extraordinary General Meeting of Shareholders
Documents and informing materials related to items included on the agenda of OGMS - 27/28 April 2023:
Note 1 – Approval of the standalone annual financial statements for the year ended on December 31, 2022
- RRC standalone financial statements prepared in accordance with MFO no. 2844 of 2016 for the year ended on December 31, 2022 (pdf)
- Report of the Board of Directors on standalone financial statements prepared in accordance with MFO no. 2844 of 2016 (pdf)
- Independent Auditors’ Report on the standalone financial statements 2022 (pdf)
- Standalone financial statements prepared in accordance with MFO no. 2844 of 2016 for the year 2022 + Board report - in the European Single Electronic Format – ESEF (xHTML format)
Note 2 - Approval of the consolidated annual financial statements for the year ended on December 31, 2022
- RRC consolidated financial statements prepared in accordance with IFRS for the year ended on December 31, 2022 (pdf)
- Report of the Board of Directors on consolidated financial statements prepared in accordance with IFRS for year 2022 (pdf)
- Independent Auditors’ Report on the consolidated financial statements 2022 (pdf)
- Consolidated financial statements for the year 2022 + Board report - in the European Single Electronic Format – ESEF (zip package)
Note 3 - Approval of the proposal of the Board of Directors regarding the distribution of the net profit for the fiscal year 2022
Note 4 – Approval of the discharge of liability of the members of the Board of Directors for 2022
Note 5 – Approval of the 2023 Income and Expenditure Budget, 2023 Production Plan and the 2023 Investment Plan
- Income and Expenditure Budget for 2023
- Production Plan for 2023
- Investment Plan for 2023
Note 6, 7 and 8 - Revocation of two directors and election of four new members of the Board of Directors
- List comprising the candidacy proposals for appointment as members of the Board of Directors – document published on 13 April 2023
- Address of shareholder KMG International N.V.- candidacy proposals_document published on 15 April 2022
- CV Batyrzhan TERGEUSSIZOV
- CV Adrian TOHĂNEAN
- Information notice for candidates - personal data processing
Note 9 - Approval of the amended version of the Remuneration Policy of the Company
- Draft of the amended version of Company’s Remuneration Policy
Note 10 – Approval of the remuneration of the Board members
Note 10 (1) - Approval of the gross monthly remuneration of the Chairman of the Audit Committee until April 30, 2023 and starting with May 1, 2023 respectively
- Address of the shareholder KMG International N.V. - request to complete the OGMS agenda of April 27(28) 2023 - approval of the remuneration of the Chairman of the Audit Committee
Note 11 – Approval of the Remuneration Report of the Company's management structure, for 2022
- Remuneration Report of the Company's management structure, for 2022
Note 12 - Establishing " Registration date" and "Ex date"
Note 13 – Empowerment for signing and registering the OGMS resolutions
Drafts Resolutions No. 1/2023 – No. 3/2023 of OGMS
Drafts Resolutions No. 1/2023 – No. 3/2023 of OGMS – Updated on April 13, 2023
Documents and informing materials related to items included on the agenda of EGMS – 27/28 April 2023:
Note 1 – amendment and update of the Company’s Articles of Incorporation
Note 1(1) - Informative materials regarding the ratification of the conclusion of Addendum no. 3 to the Framework Agreement for the sale - purchase of crude oil no. 09046/2021
- Address of the shareholder KMG International N.V. - request to complete the EGMS agenda of April 27(28) 2023 – regarding the ratification of the conclusion of Addendum no. 3 to the Framework Agreement for the sale - purchase of crude oil
Note 2 - Establishing " Registration date" and "Ex date"
Note 3 – Empowerment for signing and registering the EGMS resolution
Draft Resolution of EGMS
Draft Resolutions no. 4/2023 and no. 5/2023 of EGMS – Updated on April 13, 2023