Oil Terminal SaBVB: OIL

Notice of EGSM 21(22).03.2022

· Issued by Oil Terminal Sa

No. 57/14.02.2022

To:

  • BUCHAREST STOCK EXCHANGE FAX: 021/256.92.76
  • FINANCIAL SURVEY AUTHORITY FAX: 021/659.60.51

CURRENT REPORT

according to FSA Regulation no. 5/2018

Report day: 14.02.2022

OIL TERMINAL S.A. Constanta

Headquarter: no.2, Caraiman str., Constanta

Phone: 0241/702600, fax: 0241/694833

Registration number at Trade Register Office: J13/512/1991

Unique register number: 2410163

Important event to be reported: Convening of the company's Shareholders Extraordinary General Assembly

OIL TERMINAL SA' Board of Directors, unitary administered trading company, set up and operating according to Romanian legislation, registered in Trade Register office near Constanta Court under no. J/13/512/1991, taxpayer identification number 2410163, headquartered in Constanta, Caraiman street 2, with a subscribed and paid-up share capital in an amount of 58,243,025.30 lei, gathered within the meeting of 14.02.2022 convenes Shareholders Extraordinary General Assembly on 21.03.2022, 11:00 hours, in company' headquarter meeting room, Caraiman street 2, Constanta.

Shareholders Extraordinary General Assembly' agenda is the following:

1. The approval for the continuation of social capital increase procedure with contribution in kind of 2,283,000,282 shares and cash contribution in maximum value of 154,610,814.80 lei, by issuing a maximum number of 1,546,108,148 new shares, nominative, in dematerialized form, with a nominal value of 0.1 lei/share, from which:

  1. Contribution in kind - a number of 2,283,000,282 shares, with a nominal value of 0.1 lei/share, in total value of 228,300,028.20 lei, representing the value of fields for which certificates attesting property rights were issued, established by evaluation report no. 155/2021 issued by Mapps - Master Appraisal SRL, J40/7308/2004, CUI 16400917, and namely:
  1. Field in surface of 254,261.325 sqm, located in Constanta county, no. 2 Caraiman street, registered in land book no. 215416 held by OCPI, cadastral number 215416, according to certificate attesting property right on fields series M03 no. 11703/02.02.2011, and
  2. Field in surface of 129,334.70 sqm, located in Constanta county, no. 2 Caraiman street, registered in land book no. 215382 held by OCPI, cadastral number 215382, according to certificate attesting property right on fields series M03 no. 11704/02.02.2011.
  1. Cash contribution - a maximum number of 1,546,108,148 shares, with a nominal value of 0.1 lei/share, in a total value of maximum 154,610,814.80 lei, to be offered to subscription to other shareholders in preferential right exercise, in order to maintain participation in Oil Terminal S.A. social capital on registration date.

Social capital increase process will be carried out with no issue premium according to provisions of art. 12 para. 51 and para. 52 of Law no. 137/2002 regarding some measure for accelerating privatization.

OIL TERMINAL' shareholders may exercise preferential rights within 45 days since the date mentioned in the proportioned prospectus to be elaborated by the authorized intermediary. The number of preferential rights is equal to the number of shares registered in the issuer's register on the registration date. A preferential right is equal to one share.

The subscription rate is of 6.574363900926190. The actual number of shares to be subscribed by each shareholder when exercising of preferential right is determined by multiplying the subscription Rate by the number of shares held. If the result is not a whole number, the result id rounded down to the nearest whole number.

  1. The approval for the empowerment of the Board of Directors to appoint an intermediary authorized by FSA, to issue the proportionate prospectus and to fulfill any and all legal formalities related to registration, approval, implementation of prospectus, according to the provisions of FSA Regulation regarding securities issuers and operations and of delegated Regulation (EU) no. 980/2019 of European Commission.
  2. The approval for the empowerment of the Board of Directors to fulfill any and all formalities to implement EGSM decision including, but not limiting to the following:
  1. Approval of the proportionate prospectus,
  2. Monitoring and coordinating the approval of the proportionate prospectus by FSA and its publication,
  3. Implementation of the offer (establishment and approval of subscription procedure, of date, place and payment methods, of how subscriptions are approved and evaluated, taking measures regarding unsubscribes shares and any other measures required),
  4. Termination of subscription and notification of FSA regarding the final situation of subscriptions,
  5. Approval of final results after the subscriptions termination; determination of the exact value increasing social capital, from which, how much is contribution in kind and how much is cash contribution, while detailing the number of shares issued for the contribution in kind and the total number of shares issued for the cash contribution; establishment of the social capital value after the increase and social capital's distribution per shareholder; modification of constitutive act corresponding to the increase; taking ancillary decision to inform FSA regarding subscription termination and to register in ONRC and register company.
  1. The empowerment of the meeting's Chairman to sign the assembly's decisions.
  2. The empowerment of the company's general director to sign the documents required regarding the registration of the shareholders general assembly's decisions in Trade Register Office near
    Constanta Court and to conduct formalities regarding the publication of these decisions.

6. Establishing the date of 08.04.2022, as registration date and the date of 07.04.2022 as ex-date according to legal provisions and date of payment 11.04.2022.

If, on 21.03.2022, the quorum conditions provided by law are not fulfilled, the next Shareholders Extraordinary General Assembly shall take place on 22.03.2022, 11:00 hours, at same place and with same agenda.

All shareholders registered in shareholders register kept and issued by Central Depository are entitled to participate in Assembly' work, at the end of the day on 10.03.2022, day set as reference date. Only persons who are shareholders on this date have the right to participate and vote in general assembly.

Proxies and voting forms shall be provided to shareholders both in Romanian and English, on company' web site, http://relatia.oil-terminal.com/agea-21-03-2022/, starting from 18.02.2022.

All materials regarding agenda as well as draft resolutions shall be provided to shareholders, at their request, at company' headquarter, Caraiman street 2, Constanta, both in Romanian and English or can be downloaded from the sitehttp://relatia.oil-terminal.com/agea-21-03-2022/starting from 18.02.2022.

One or more shareholders representing, individually or together, at least 5% of company' social capital (hereinafter referred to as Originators) has/have the right:

  1. to put new items on EGSM agenda provided each item to be accompanied by a justification or a draft resolution proposed to be adopted by general assembly, requests going to be received at OIL TERMINAL SA' Registry by any means of delivery, within 15 days since convocation publishing date, namely until 02.03.2022, 11:00 hours, in a sealed envelope, with mention clearly written and in capital letters: FOR SHAREHOLDERS EXTRAORDINARY GENERAL ASSEMBLY OF 21(22).03.2022, or sent by email, with extensive electronic signature embedded, to actionariat@oil- terminal.com,mentioning as subject: FOR SHAREHOLDERS EXTRAORDINARY GENERAL ASSEMBLY OF 21(22).03.2022,
  2. to present draft resolutions for items included or proposed to be included in general assembly' agenda, requests going to be received at OIL TERMINAL SA' Registry by any means of delivery, within 15 days since convocation publishing date, namely until 02.03.2022, 11:00 hours, in a sealed envelope, with mention clearly written and in capital letters: FOR SHAREHOLDERS EXTRAORDINARY GENERAL ASSEMBLY OF 21(22).03.2022, or sent by email, with extensive electronic signature embedded, toactionariat@oil-terminal.com,mentioning as subject: FOR SHAREHOLDERS EXTRAORDINARY GENERAL ASSEMBLY OF 21(22).03.2022.

Company' shareholders, regardless of participation in social capital, have the right to ask questions in writing regarding items on EGSM agenda, which will be sent and registered in OIL TERMINAL SA' Registry of Constanta, Caraiman street 2, by any means of delivery, in a sealed envelope, with mention clearly written and in capital letters: FOR SHAREHOLDERS EXTRAORDINARY GENERAL ASSEMBLY OF 21(22).03.2022, or sent by email, with extensive electronic signature embedded, to actionariat@oil-terminal.com, mentioning as

subject: FOR SHAREHOLDERS EXTRAORDINARY GENERAL ASSEMBLY OF

21(22).03.2022.

Answers to questions shall be published on company' web site, on http://relatia.oil- terminal.com/intrebari-frecvente/.

In order to identify the shareholder individual or, as appropriate, the shareholder' legal representative as legal person or entity without legal personality, who asks questions, who submits proposals for agenda or who proposes draft resolutions, they shall annex to that request copies of documents to certify their identity.

Shareholders can participate in person or can be represented in EGSM by their legal representative or by a designated representative who was given a special or general proxy to.

Only shareholders registered in Company' Shareholders Registry consolidated by Depozitarul Central SA on reference date 10.03.2022 can participate and vote in EGSM, in person or by representatives, under a special or general empowerment, according to legal provisions.

Special and general proxies shall be provided starting from 18.02.2022, 18:00 hours, both in Romanian and English, both at company' headquarter and electronically, on company' web site:

http://relatia.oil-terminal.com/agea-21-03-2022/.

The general proxy is given for no more than 3 years, expressly allowing the Representative to vote in all aspects debated by company' shareholders general assemblies, including regarding acts of disposition, provided that the general proxy: (i) to be given by the shareholder, as client, to an intermediary defined according to Law no. 24/2017 or to a lawyer and (ii) to be mentioned in the general proxy content the representative quality of intermediary or lawyer. The representative can not be substituted by another person. However, if the representative is a legal person, he can exercise the mandate received by any person who is a part of administrative or managing body or one of its employees. The proof of the quality of representative as intermediary or shareholder' lawyer shall be made by Representative' affidavit given on published form along with support materials of EGSM on company' website and signed by the Representative when entering the meeting room in front of assembly' organizers. Company' shareholders can not be represented in EGSM according to general proxy by a person in conflict of interests who can occur in one of the following cases:

  1. he is a company' major shareholder, or another entity controlled by that sharholder;
  2. he is a member of the company' administrative, managing or supervision body, of a major shareholder or of a controlled entity, according to those provided in letter a);
  3. he is an employee or an auditor of company or of a major shareholder or of a controlled entity, according to those provided in letter a);
  4. he is the spouse, relative or related up to the fourth degree included to one of the

individual provided in letters a) to c).

Before their first application, general proxies in copies with mention of compliance with the original under Representative' signature, along with a copy of shareholder' identity document (for individuals, identity document/passport, namely for legal persons: identity document of legal representative along with ascertaining certificate issued by trade registry, in original or copy complying with original, or any other document in original or copy complying with original,

issued by a competent authority of the state in which the shareholder is legally registered, which certifies the quality of legal representative, no later than 19.03.2022. The documents which certify the quality of shareholder' legal representative shall be issued at earliest 3 months before publighing EGSM convocation. General proxies shall be submitted in company' Registry or sent by any other mean of delivery with confirmation of receipt to Company' Registry, in order to be registered as received in company' Registry no later than 19.03.2022, 11 hours, in a sealed envelope, with mention clearly written and in capital letters FOR SHAREHOLDERS EXTRAORDINARY GENERAL ASSEMBLY OF 21(22).03.2022.

The proxies can be sent by email with extensive electronic signature embedded accoring to law 455/2001 regarding electronic signature no later than 19.03.2022, 11 hours, to actionariat@oil-terminal.com, mentioning as subject: FOR SHAREHOLDERS EXTRAORDINARY GENERAL ASSEMBLY OF 21(22).03.2022.

Special proxies must contain specific voting instructions for each item of EGSM agenda (namely vote "for", "against" or "abstention"). It is allowed for a shareholder to give a special proxy to one or more deputy representatives to ensure representation in general assembly. If there are more deputy representatives designated by the proxy, the order according to which these shall exercise the mandate shall be established, such a proxy is valid only for EGSM of

21(22).03.2022.

Special proxies in original, completed and signed by the shareholder, either in Romanian or in English, along with documents certifying identity, namely:

  • for individuals shareholders: certified copy at own risk of identity document (identity card, passport, residence permit),
  • for legal persons shareholders: identity card of legal representative along with ascertaining certificate issued by trade registry presented in original or copy complying with original, or any other document in original or copy complying with original issued by a competent authority of the state in which the shareholder is legally registered, which certifies the quality of legal representative.
  • Documents which certify the quality of legal representative of legal persons shareholders shall be issued at earliest 3 months before publishing EGSM convocation.

Shall be sent to Company' Registry no later than 18.02.2022, 11 hours, in a sealed envelope, with mention clearly written and in capital letters: FOR SHAREHOLDERS EXTRAORDINARY GENERAL ASSEMBLY OF 21(22).03.2022 or sent by email with extensive electronic signature embedded, no later than 19.03.2022, 11 hours, to actionariat@oil-terminal.com,mentioning as subject: FOR SHAREHOLDERS EXTRAORDINARY GENERAL ASSEMBLY OF 21(22).03.2022.

A special proxy for participating and voting in EGSM given by a shareholder to a credit institution which provides custodial services shall be accepted, without other additional documents regarding the shareholder, if the special proxy is issued according to FSA Regulations no. 5/2018 and signed by the shareholder and accompanied by an affidavit given by the credit institution which received the empowerment of representation by special proxy, from which shows that:

  • The credit institution provides custodial services for the shareholder;
  • Special proxy' instructions are identical to SWIFT message instructions received by credit institution in order to vote on behalf of the shareholder;
  • The special proxy is signed by the shareholder.

This is an excerpt of the original content. To continue reading it, access the original document here.