Shareholder Structure

OMV Petrom's stock exchange and privatization history

2023:
On October 26, 2023, OMV Petrom announced the effective delisting of GDRs from standard listing segment of the Official List (the "Official List") of the Financial Conduct Authority and cancellation of trading on the Main Market of the London Stock Exchange plc (the "London Stock Exchange"). All Regulation S global depositary receipts (ISIN US67102R3049) (Ticker: PETB), and all Rule 144A global depositary receipts (ISIN US67102R2058) (Ticker: PETR), (together, the "GDRs"), representing interests in ordinary shares of the Company having a nominal value of RON 0.1 each (the "Shares"), with one GDR representing one hundred and fifty Shares, are, as of October 26, 2023, 8:00 a.m. (UK time), delisted from the Official List of the Financial Conduct Authority and the admission to trading of the GDRs on the Main Market of the London Stock Exchange has been cancelled.

2022:
On December 14, 2022, Fondul Proprietatea S.A. (via Franklin Templeton International Services S.A R.L., in its capacity of alternative investment fund manager of Fondul Proprietatea S.A.), announced completion of the accelerated bookbuild offering on the Bucharest Stock Exchange for the sale of 1,777,067,726 shares representing 2.85% in OMV Petrom S.A., at the price of RON 0.43/share. The sale represented the entire holding of Fondul Proprietatea S.A. in OMV Petrom S.A.

On 3 November 2022, OMV Petrom S.A. announced the completion of registrations with all relevant authorities of the share capital increase by in-kind and cash contribution, with the value of RON 566,755,872.30, from RON 5,664,410,833.50 to RON 6,231,166,705.80, through the issue of a number of 5,667,558,723 new ordinary nominative shares, in dematerialized form, each share having a nominal value of RON 0.1, as follows:

1. 1,206,602,392 new shares, with a total value of RON 120,660,239.20, representing the in-kind contribution of the Romanian State, through the Ministry of Energy.
2. 4,460,956,331 new shares (including underlying new shares represented by new global depositary receipts), with a total value of RON 446,095,633.10, that were subscribed in cash, within the exercise of the preference right by the shareholders of OMV Petrom other than the Romanian State.

On January 21, 2022, Fondul Proprietatea S.A. (via Franklin Templeton International Services S.A R.L., in its capacity of alternative investment fund manager of Fondul Proprietatea S.A.) sold 2,275,000,000 shares in OMV Petrom S.A. at the price of RON 0.43/share via an accelerated book-building offering on the Bucharest Stock Exchange. The sale represented 4% of OMV Petrom S.A.'s total shares. Thus, Fondul Proprietatea stake in OMV Petrom S.A. decreased to 1,688,548,078 shares or 2.98% (from 6.9973%).

2021:
On September 20, 2021, OMV Petrom was included in the indices of the global supplier FTSE Russell, as a result of meeting eligibility criteria, including the shares liquidity and the size of market capitalization. These indices are: FTSE Global All-World, FTSE Global All-Cap, FTSE Global Total-Cap and FTSE Global Mid Cap.

On January 4, 2021, the indirect holding of NN Group N.V. of the voting rights of OMV Petrom S.A. exceeded the 5% threshold. According to the notification received by OMV Petrom from NN Group N.V., the later holds 2,848,113,046 shares/voting rights, corresponding to 5.03% of OMV Petrom’s share capital/voting rights.

2020:
On September 17, 2020, Fondul Proprietatea S.A. (managed by Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch) sold 1.7 billion shares in OMV Petrom S.A. at the price of RON 0.33/share via an accelerated book-building offering on the Bucharest Stock Exchange. The sale represented 3% of OMV Petrom S.A.'s total shares. Thus, Fondul Proprietatea stake in OMV Petrom S.A. decreased to 6.9973% (from 9.9985%), while the free float increased to 21.3533% (from 18.3521%).

2017:
On September 21, 2017, Fondul Proprietatea S.A. (managed by Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch) sold 1.454 billion shares in OMV Petrom S.A. at the price of RON 0.2750/share via an accelerated book-building offering on the Bucharest Stock Exchange. The sale represented 2.57% of OMV Petrom S.A.'s total shares. Thus, Fondul Proprietatea stake in OMV Petrom S.A. decreased to 9.9985%, while the free float increased to 18.3521%.

2016:
On October 20, 2016 took place the closing of the secondary public offering by Fondul Proprietatea S.A. of 3,641,100,108 shares or 6.4% of the stake held in OMV Petrom S.A. (in the form of shares and GDRs which represent the shares, for the price of RON 0.21/share and USD 7.7/GDR). As such, Citibank, N.A., a national banking association organized under the laws of the United States of America, issued 2,492,328 GDRs representing 373,849,200 ordinary shares with a par value of RON 0.1 per share of OMV Petrom S.A.. As of 20 October 2016, the GDRs have been admitted to listing on the standard segment of the official list of the United Kingdom Financial Conduct Authority and admitted to trading on the London Stock Exchange’s main market for listed securities under the symbol "PETB" for the Regulation S GDRs and "PETR" for the Rule 144A GDRs. Following this transaction, the Fondul Proprietatea's stake in OMV Petrom diminished to 12.57% and OMV Petrom's free float increased to 15.79%.

2013:
On May 17, 2013, Fondul Proprietatea S.A. (managed by Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch) sold 632,482,000 shares in OMV Petrom S.A. at the price of RON 0.3900/share via an accelerated private placement on the Bucharest Stock Exchange. The sale represented 1.12% of OMV Petrom S.A.’s total shares. Thus, the Fondul Proprietatea stake in OMV Petrom S.A. diminished to 18.99%, while the free float increased to 7.74%.

On November 15, 2013, the European Bank for Reconstruction and Development (EBRD) sold its 918,216,049 shares held in OMV Petrom S.A. (1.62% of OMV Petrom S.A.’s total shares) at the price of RON 0.42/share via an accelerated private placement on the Bucharest Stock Exchange. Consequently the free float of OMV Petrom S.A. increased to 9.36%.

2012:
On November 28, 2012, the European Bank for Reconstruction and Development (EBRD) sold 229,554,012 shares in OMV Petrom S.A. at the price of RON 0.3700/share via several transactions on the Bucharest Stock Exchange. The sale represented 0.41% of OMV Petrom S.A.’s total shares. Thus, the EBRD stake in OMV Petrom S.A. diminished to 1.62%, while the free float increased to 6.62%.

2011:
The Office for State Ownership and Privatization in Industry on behalf of the Ministry of Economy, Trade and Business Environment (“MECMA”) selected the underwriter for the Secondary Public Offering (“SPO”) for the sale of 5.57 mn shares, representing 9.84% of OMV Petrom’s share capital (total shares held by MECMA correspond to a 20.64% stake in the share capital) and the final prospectus was approved by the National Securities Commission on June 20. The offering took place between July 11 and July 22 and the Government set the minimum reference price of the SPO at RON 0.3708/share. On July 22, the offering closed unsuccessfully, as the valid subscriptions did not exceed the 80% minimum threshold of the offered shares.

2010:
The EGMS dated December 16, 2008 approved the buy-back by OMV Petrom of its own shares from the regulated securities market, under art. 1031 of the Law no. 31/1990 on trade companies, with a view to distributing the same free of charge to the persons entitled to receive shares (former or current employees), to fulfill the obligation assumed in the Collective Labor Agreement. The buy-back program commenced on January 8, 2010 and was completed on January 18, 2010. OMV Petrom S.A. purchased 6,195,500 shares, representing 0.011% of the company’s share capital from the regulated securities market, at a total value of RON 1,772,177. The purchase price ranged from RON 0.2730 to RON 0.2930. OMV Petrom S.A. distributed free of charge, to each person so entitled a number of 100 (one hundred) ordinary, nominal and dematerialized shares, traded on the first tier of the Bucharest Stock Exchange, with a nominal value of RON 0.1 each.

The EGMS held on August 3, 2010 approved in substance the spin-off of the OMV Petrom S.A’s marketing activities and the legal transfer to OMV Petrom Marketing S.R.L. (a company fully owned by OMV Petrom), by means of universal title legal transfer of assets and liabilities pertaining to such activities, together with the spin-off plan including its effects. The date on which the spin-off became effective was October 1, 2010. The authorized independent expert (i.e PriceWaterhouseCoopers Management Consultants SRL) appointed by the Trade Registry, determined the sell-out share price (gross including any related fees and taxes) to be paid to the shareholders who exercised their sell-out right in amount of 0.352 RON/share. At the end of the process, in accordance to the sell-out procedure, OMV Petrom S.A. did not have to redeem any share from the above mentioned shareholders.

2009:
The Ministry of Economy (ME) replaced AVAS in its position as Petrom shareholder, according to the provisions of Law no 308/30.12.2008, on January 15 2009.

2007:
On February 26th, Depozitarul Central SA executed the transfer of the OMV Petrom shares owned by the Ministry of Economy and Commerce into the account of The Authority for State Assets Recovery (AVAS), following the takeover by the latter of the Office of State Ownership and Privatization in Industry (OPSPI).

Subsequently, AVAS owns 17,481,773,996 shares representing 30.862% of the OMV Petrom share capital.

On July 11th, Depozitarul Central S.A. performed the transfer of 5,791,079,578 shares, representing 10.223% of OMV Petrom S.A.’s share capital, held by the Authority for State Assets Recovery (AVAS), into the account of S.C. Fondul Proprietatea S.A., in compliance with the stipulations of the Government’s Emergency Statutory Order no. 81/2007. Subsequent to the transfer, AVAS owns 11,690,694,418 shares representing 20.64% of the share capital and S.C. Fondul Proprietatea S.A. owns 11,391,130,186 shares, representing 20.11% of the share capital.

2006:
On February 27th, at the request of Fondul Proprietatea S.A., 5,600,050,608 shares issued by OMV Petrom S.A were transferred from the account of the Ministry of Economy and Commerce into the account of Fondul Proprietatea S.A.

Fondul Proprietatea is a fund created by the Romanian state in order to compensate the persons who suffered from the nationalization of their assets during the communist regime. Following the transfer and the share capital increase, the Ministry of Economy and Commerce owns 17,481,773,996 shares and S.C. Fondul Proprietatea S.A. 5,600,050,608 shares, representing 30.87% and 9.89%, respectively, of the share capital.

2005:
On November 22nd, the General Meeting of Shareholders (GMS) approved the share capital increase, giving to the existing shareholders the right to subscribe shares, with the nominal value of 0.1 RON, in order to keep their holdings. The Ministry of Economy and Commerce (MEC) has received 266,977,088 shares representing the value of the land for which the Company has obtained ownership titles between December 16, 2004 and October 10, 2005.

The trading period of the preference rights started on December 14, 2005 and ended on December 23, 2005. During this period, almost 198 mn OMV Petrom rights were traded on the Bucharest Stock Exchange, the daily volume being between 12 mn and 58 mn rights. The price fluctuated between RON 0.0040 and RON 0.0046.

During the subscription period (January 9 – February 9, 2006), OMV subscribed 334,209,314 shares, the European Bank for Reconstruction and Development (EBRD) subscribed 13,275,740 shares, and a number of 3,924 shareholders, natural persons and legal entities, subscribed 29,140,115 shares.

2004:
On July 23rd, the Ministry of Economy and Commerce (MEC) and OMV signed the privatization contract whereby OMV acquired 51% stake in OMV Petrom through a combination of a direct purchase of 33.34% (EUR 669 mn) and a simultaneous capital increase in OMV Petrom (EUR 831mn). On December 7th, OMV paid EUR 1.5 bn. for 51% of OMV Petrom share capital and on December 14th the closing of the Privatization Agreement took place. Thus, OMV became the majority shareholder and OMV Petrom’s share capital increased as of December 31st to 5,600,050,607.8 lei with a nominal value of 0.1 lei/share. EBRD converted USD 73 mn of the Loan Agreement concluded with OMV Petrom in 2002 into 2.03% of the Company’s share capital.

2001:
OMV Petrom is listed on the Bucharest Stock Exchange. The SNP shares started trading on September 3rd and close at 0.0720 RON.