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Published April 17, 2007

General Meeting of Shareholders of Petrom aproved a new administration system and the payment of dividends

  • Petrom will be managed by an Executive Board, under the supervision of a Supervisory Board
  • Dividends bigger by approximately 38%, comparing to 2005

Today, April 17th, 2007, the Extraordinary General Meeting of Shareholders and the Ordinary General Meeting of Shareholders took place in the presence of representatives of OMV, with 51.011% stake of the company, the Authority for State Assets Recovery with 30.862%, Property Fund, with 9.887% of the share capital of the company and a number of private persons and representatives of legal persons as shareholders.

A new administration system
A series of amendments of the Articles of Incorporation were submitted and approved with a majority of votes in the Extraordinary General Meeting of Shareholders.

The most significant amendment lies in the administration system of the company. Hence, Petrom is managed by a dualist system by an Executive Board, under the supervision of a Supervisory Board, formed of nine members.
The members of the Supervisory Board are elected by the General Assembly for a four year period.
Five of the nine members of the Supervisory Board represent the majority stakeholder of the company and the other four are independent of the majority shareholder.

For the period in which the Romanian state or any other public Romanian authorities holds a total of shares that exceeds 15% of the share capital of Petrom, two of the four independent members of the Supervisory Board will be proposed by AVAS. For the period in which the public Romanian authorities holds a total of shares that exceeds 10%, but less than 15% of the share capital of Petrom, one of the four independent members will be elected by AVAS.

At least one of the four independent members of the Supervisory Board will meet the independence criteria set out in the Companies Law.
The Executive Board is appointed by the Supervisory Board for a period of four years.
The members of the Executive Board cannot be at the same time members of the Supervisory Board.

Members of the Supervisory Board
The Supervisory Board, appointed for the next two years, will have the following members: Wolfgang Ruttenstorfer, Gerhard Roiss, Werner Auli, David C. Davis and Helmut Langanger – representatives of OMV AG, Kevin Eugene Bortz – representing the European Bank for Reconstruction and Development, Emanoil Negut and Victor-Paul Dobre – representing the Authority for State Assets Recovery and Cristian Marian Olteanu – representing the Property Fund.

Approximately half of the net profit distributed as dividends
For the second year in a row after privatization, the Ordinary General Meeting of Shareholders approved the payment of dividends with a majority of votes. Petrom will pay 0.0179 lei/share for a dividend for 2006, totalizing a gross amount of 1,013.9 mn lei. In this way, a Petrom shareholder will receive by approximately 38% more than last year.
The dividends will start to be paid as of May 21st, 2007. The dividends payment will be carried out for the shareholders registered in the Shareholders’ Registry held by the Main Depositary, by the end of May 4, 2007, which is the registration date established by the General Meeting.

Background Information
Petrom SA
Petrom is the largest Romanian oil and gas group, with activities in the business segments of Exploration and Production, Refining and Petrochemicals, Natural Gas, as well as Sales and Marketing. Petrom exploits estimated oil and gas reserves of 1 billion boe, has an annual refining capacity of 8 million metric tons and holds 593 filling stations in Romania. The company also has an international network of 211 filling stations located in Moldova, Bulgaria and Serbia. In 2006 the turnover of Petrom was EUR 3,709 million, EBITDA was EUR 1,020 million. Following the share capital increase OMV, the leading oil and gas group in Central Europe holds a 51,011% share in Petrom. OMV is active in 13 Central European countries in its Refining and Marketing business segment and in 19 countries on five continents in Exploration and Production. The Romanian state holds 30.862% of Petrom shares, Property Fund SA holds 9,887%, the European Bank for Reconstruction and Development, 2.026% and 6.214% are owned by minority shareholders.