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Ad hoc report - change in compliance status with the Bucharest Stock Exchange (BSE) Corporate Governance Code

In compliance with Law no. 24/2017 on issuers of financial instruments and market operations and Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations

Date of report: March 13, 2020
Name of issuer: OMV Petrom S.A.
Headquarters: Bucharest, 22 Coralilor Street, District 1, („Petrom City”)
Telephone/fax number: +40 372 161930/ +40 372 868518
Sole registration number at the Trade Register Office: 1590082
Fiscal attribute: RO
Trade Register Number: J 40/8302/1997
Share capital: 5,664,410,833.5 RON
Regulated market on which the issued shares are traded: Bucharest Stock Exchange and London Stock Exchange
 

Significant event to be reported:  Changes of compliance status with the Bucharest Stock Exchange (BSE) Corporate Governance Code 

Following the revocation of Sevil Shhaideh from her position as member of the Supervisory Board as of March 3, 2020 (and consequently the cease of her positions in the Supervisory Board’s consultative committees), Niculae Havrileţ was appointed by the Ordinary General Meeting of Shareholders as member of the Supervisory Board as of March 3, 2020 and by the Supervisory Board as member in the Supervisory Board’s consultative committees, including the Audit Committee, as of March 13, 2020.

Thus, as of March 13, 2020, the Audit Committee is composed of the following four members: 

  • Jochen Weise – President;
  • Reinhard Florey – Deputy President;
  • Radu Cojocaru – Member;
  • Niculae Havrileţ – Member;

out of which following the evaluation of the independence performed, it resulted that only Jochen Weise and Radu Cojocaru meet all independence criteria provided by the BSE Corporate Governance Code.

Consequently, OMV Petrom S.A. announces the change, effective starting March 13, 2020, of its compliance status with provision B.1 of the BSE Corporate Governance Code, namely "The Board should set up an audit committee, and at least one member should be an independent non-executive. The majority of members, including the chairman, should have proven an adequate qualification relevant to the functions and responsibilities of the committee. At least one member of the audit committee should have proven and adequate auditing or accounting experience. In the case of Premium Tier companies, the audit committee should be composed of at least three members and the majority of the audit committee should be independent", from "compliance" to "partial compliance", as only two out of the four members of the Audit Committee fulfill all independence criteria provided by the BSE Corporate Governance Code.
 

Christina Verchere                                            Alina Popa
Chief Executive Officer                                       Chief Financial Officer
President of the Executive Board                   Member of the Executive Board