Omv Petrom SaBVB: SNP

Results on the votes on the Resolutions of the OGMS of OMV Petrom S.A. dated 28.04.2026 (Results on the votes on the Resolutions of the OGMS of OMV Petrom S.A. dated 28.04.2026)

· Issued by OMV Petrom SA
Results of the votes on the Resolutions of the Ordinary General Meeting of Shareholders of OMV Petrom S.A. of April 28, 2026

In accordance with article 209 of Regulation no. 5/2018 of the Financial Supervisory Authority on issuers of financial instruments and market operations, OMV Petrom S.A., a company managed in a two tier system, incorporated and functioning under the laws of Romania, registered with the Bucharest Trade Registry Office under number J1997008302407, sole registration code 1590082, having the headquarters at 22 Coralilor Street, District 1, Bucharest ("Petrom City"), having the subscribed and paid share capital of RON 6,231,166,705.80 divided in 62,311,667,058 common, nominative shares having a face value of RON 0.1 each (hereinafter referred to as the "Company" or "OMV Petrom"), hereby publishes the results of the votes from the Ordinary General Meeting of Shareholders (hereinafter referred to as the "OGMS") held upon first convening and in observance of legal validity requirements on April 28, 2026, starting with 10:00 o'clock (Romania time), at OMV Petrom headquarters, namely Petrom City, Infinity Building, Oval A, 22 Coralilor Street, District 1, Bucharest, Romania, as follows,

  1. Status of shares and voting rights as at the Reference Date of OGMS (April 16, 2026):

    Share capital: RON 6,231,166,705.80 Nominal value per share: RON 0.1 Voting rights per share: 1

    Type of shares: common, nominative Total number of shares: 62,311,667,058

    Total number of shares with suspended voting right: 204,776 Total number of voting rights: 62,311,462,282

  2. Results of the votes in the OGMS held on April 28, 2026:
    1. For item no. 1 on the agenda of the OGMS, regarding the approval of the separate financial statements of OMV Petrom for the financial year ended on 31 December 2025, prepared in accordance with International Financial Reporting Standards (IFRS), as stipulated into Ministry of Public Finance Order no. 2844/2016, based on the Independent Auditor's Report, the Report of the Executive Board and the Report of the Supervisory Board for the 2025 financial year, the following results were recorded:

      Votes options

      No. of shares

      % of the share capital

      % of the casted votes

      Casted votes

      Votes "For"

      57,960,933,838

      93.017787

      99.999801

      Votes "Against"

      115,559

      0.000185

      0.000199

      Total valid casted votes

      57,961,049,397

      93.017973

      Abstentions

      729,319

      Annulled votes

      0

      Unexpressed votes

      306,186

    2. For item no. 2 on the agenda of the OGMS, regarding the approval of the consolidated financial statements of OMV Petrom for the financial year ended on 31 December 2025, prepared in accordance with IFRS, as endorsed by the European Union, based on the Independent Auditor's Report, the Report of the Executive Board and the Report of the Supervisory Board for the 2025 financial year, the following results were recorded:

      Votes options

      No. of shares

      % of the share capital

      % of the casted votes

      Casted votes

      Votes "For"

      57,961,025,391

      93.017934

      99.999788

      Votes "Against"

      122,943

      0.000197

      0.000212

      Total valid casted votes

      57,961,148,334

      93.018131

      Abstentions

      681,161

      Annulled votes

      0

      Unexpressed votes

      255.407

    3. For item no. 3 on the agenda of the OGMS, regarding the approval of the Annual Report which also includes the Report of the Executive Board, the consolidated Sustainability Statement and the Report of the Supervisory Board for the 2025 financial year, the following results were recorded:

      Votes options

      No. of shares

      % of the share capital

      % of the casted votes

      Casted votes

      Votes "For"

      57,961,062,851

      93.017994

      99.999865

      Votes "Against"

      78,238

      0.000126

      0.000135

      Total valid casted votes

      57,961,141,089

      93.018120

      Abstentions

      726,161

      Annulled votes

      0

      Unexpressed votes

      217,652

    4. For item no. 4 on the agenda of the OGMS, regarding the approval of the Executive Board's proposal regarding the allocation of profits, determined according to the law, for the financial year ended December 31, 2025, is as follows:
      1. to reserves from fiscal facilities (reinvested profit) an amount of RON 73,970,239.10;

      2. to base dividends with a gross value amounting to RON 0.0466 per share to be distributed to

        OMV Petrom's shareholders. The payment of base dividends is to be made in RON to OMV

        Petrom's shareholders registered with the shareholders registry kept by Depozitarul Central S.A. on the Record Date established by this OGMS (the Record Date proposed to be approved by OGMS being May 15, 2026), starting with the Payment Date established by this OGMS (the Payment Date proposed to be approved by OGMS being June 8, 2026). The net dividend and related tax on dividend is to be determined using the following computation method: the gross dividend corresponding to each shareholder will be computed by multiplying the number of shares held at the Record Date by the respective shareholder with the gross dividend per share; the resulting amount will be then rounded down to two decimals according to the Code of Depozitarul Central S.A. with its subsequent amendments and supplementations; afterwards, the tax on dividend will be computed by applying the relevant tax rate to gross dividends already rounded down to two decimals; the amount of the net dividend to be paid will represent the difference between the gross dividend rounded down to two decimals and the amount of the related tax on dividends rounded up/down according to the legal provisions. The payment of base dividends is to be made through Depozitarul Central S.A. (i) via the participants in its clearing-settlement and registry system and, where appropriate, (ii) via the payment agent BRD Groupe Societe Generale S.A.

        the following results were recorded:

        Votes options

        No. of shares

        % of the share capital

        % of the casted votes

        Casted votes

        Votes "For"

        57,961,475,868

        93.018657

        99.999668

        Votes "Against"

        192,210

        0.000308

        0.000332

        Total valid casted votes

        57,961,668,078

        93.018965

        Abstentions

        2,321

        Annulled votes

        0

        Unexpressed votes

        414,503

    5. For item no. 5 on the agenda of the OGMS, regarding the approval of the Executive Board's proposal regarding the approval of the distribution of special dividends amounting to a gross value of RON 0.0112 per share. The payment of special dividends is to be made in RON to OMV Petrom's shareholders registered with the shareholders registry kept by Depozitarul Central S.A. on the Record Date established by this OGMS (the Record Date proposed to be approved by OGMS being May 15, 2026), starting with the Payment Date established by this OGMS (the Payment Date proposed to be approved by OGMS being June 8, 2026). The net dividend and related tax on dividend is to be determined using the following computation method: the gross dividend corresponding to each shareholder will be computed by multiplying the number of shares held at the Record Date by the respective shareholder with the gross dividend per share; the resulting amount will be then rounded down to two decimals according to the Code of Depozitarul Central S.A. with its subsequent amendments and supplementations; afterwards, the tax on dividend will be computed by applying the relevant tax rate to gross dividends already rounded down to two decimals; the amount of the net dividend to be paid will represent the difference between the gross dividend rounded down to two decimals and the amount of the related tax on dividends rounded up/down according to the legal provisions. The payment of special dividends is to be made through Depozitarul Central S.A. (i) via the participants in its clearing-settlement and registry system and, where appropriate, (ii) via the payment agent BRD Groupe Societe Generale S.A. the following results were recorded:

      Votes options

      No. of shares

      % of the share capital

      % of the casted votes

      Casted votes

      Votes "For"

      57,961,186,566

      93.018193

      99.998652

      Votes "Against"

      781,512

      0.001254

      0.001348

      Total valid casted votes

      57,961,968,078

      93.019447

      Abstentions

      2,321

      Annulled votes

      0

      Unexpressed votes

      114,503

    6. For item no. 6 on the agenda of the OGMS, regarding the approval of the Income and Expenditure Budget of OMV Petrom for the 2026 financial year, the following results were recorded:

      Votes options

      No. of shares

      % of the share capital

      % of the casted votes

      Casted votes

      Votes "For"

      57,953,595,152

      93.006010

      99.998511

      Votes "Against"

      863,110

      0.001385

      0.001489

      Total valid casted votes

      57,954,458,262

      93.007395

      Abstentions

      935,637

      Annulled votes

      0

      Unexpressed votes

      6,691,003

    7. For item no. 7 on the agenda of the OGMS, regarding the approval of the discharge of liability of the members of the Executive Board and of the members of the Supervisory Board for the 2025 financial year, the following results were recorded:

      Votes options

      No. of shares

      % of the share capital

      % of the casted votes

      Casted votes

      Votes "For"

      57,942,684,157

      92.988499

      99.999744

      Votes "Against"

      148,533

      0.000238

      0.000256

      Total valid casted votes

      57,942,832,690

      92.988738

      Abstentions

      19,094,243

      Annulled votes

      0

      Unexpressed votes

      157,969

    8. For item no. 8 on the agenda of the OGMS, regarding the approval on the Remuneration Report for the members of the Executive Board and for the members of the Supervisory Board for 2025 financial year (consultative vote),

      the following results were recorded:

      Votes options

      No. of shares

      % of the share capital

      % of the casted votes

      Casted votes

      Votes "For"

      57,891,626,970

      92.906561

      99.904941

      Votes "Against"

      55,083,427

      0.088400

      0.095059

      Total valid casted votes

      57,946,710,397

      92.994961

      Abstentions

      14,831,852

      Annulled votes

      0

      Unexpressed votes

      542,653

    9. For item no. 9 on the agenda of the OGMS, regarding the approval of the remuneration for the members of the Supervisory Board for the current year and of the general limit of the additional remunerations for the Supervisory Board members who were assigned specific positions within the Supervisory Board, namely:
      • an annual gross remuneration corresponding to a net remuneration of EUR 27,500 for each member of the Supervisory Board;

      • an additional annual gross remuneration corresponding to a net remuneration of EUR 25,000 for each member of the Audit Committee;

      • an additional annual gross remuneration corresponding to a net remuneration of EUR 12,500 for each member of the Nomination and Remuneration Committee.

      the following results were recorded:

      Votes options

      No. of shares

      % of the share capital

      % of the casted votes

      Casted votes

      Votes "For"

      57,941,155,635

      92.986046

      99.991370

      Votes "Against"

      5,000,971

      0.008026

      0.008630

      Total valid casted votes

      57,946,156,606

      92.994072

      Abstentions

      14,865,052

      Annulled votes

      0

      Unexpressed votes

      1,063,244

    10. For item no. 10 on the agenda of the OGMS (secret vote), regarding the approval of the appointment of KPMG Audit SRL, as financial auditor of OMV Petrom for the audit of the financial statements, the duration of the audit service agreement of one year, respectively for the audit of 2026 financial year, as well as the remuneration for the financial auditor of EUR 786,220, the following results were recorded:

      Votes options

      No. of shares

      % of the share capital

      % of the casted votes

      Casted votes

      Votes "For"

      57,956,550,605

      93.010753

      99.994038

      Votes "Against"

      3,455,706

      0.005546

      0.005962

      Total valid casted votes

      57,960,006,311

      93.016299

      Abstentions

      1,529,088

      Annulled votes

      0

      Unexpressed votes

      549,503

    11. For item no. 11 on the agenda of the OGMS (secret vote), regarding the approval of the appointment of KPMG Audit SRL as auditor of OMV Petrom for the purpose of performing limited assurance services on the sustainability reporting / the consolidated Sustainability Statement of OMV Petrom, prepared in accordance with Chapter 7¹ of Annex I to the Order of the Ministry of Public Finance No. 2844/2016 for the approval of national accounting regulations in accordance with the International Financial Reporting Standards (IFRS) and amended by Ministry of Finance Order No. 85/2024, transposing into the Romanian legislation the European Sustainability Reporting Standards (ESRS) introduced by the Corporate Sustainability Reporting Directive (CSRD), the duration of the service agreement for limited assurance services on sustainability reporting of one year, respectively for 2026 financial year, as well as the remuneration for the auditor of EUR 145,900 for these services, the following results were recorded:

      Votes options

      No. of shares

      % of the share capital

      % of the casted votes

      Casted votes

      Votes "For"

      57,956,539,170

      93.010734

      99.994312

      Votes "Against"

      3,296,714

      0.005291

      0.005688

      Total valid casted votes

      57,959,835,884

      93.016025

      Abstentions

      1,666,732

      Annulled votes

      0

      Unexpressed votes

      582,286

    12. For item no. 12 on the agenda of the OGMS, regarding the approval of 15 May 2026 as Record Date for identifying the shareholders upon which the resolutions of the OGMS will take effect as per article 87, para. (1) of Issuers' Law and of 14 May 2026 as Ex-Date, the following results were recorded:

      Votes options

      No. of shares

      % of the share capital

      % of the casted votes

      Votes "For"

      57,961,478,940

      93.018662

      99.999972

      Casted votes

      Votes "Against"

      16,017

      0.000026

      0.000028

      Total valid casted votes

      57,961,494,957

      93.018688

      Abstentions

      18,225

      Annulled votes

      0

      Unexpressed votes

      571,720

    13. For item no. 13 on the agenda of the OGMS, regarding the approval of 8 June 2026 as Payment Date for payment of dividends, the following results were recorded:

      Votes options

      No. of shares

      % of the share capital

      % of the casted votes

      Casted votes

      Votes "For"

      57,961,280,422

      93.018343

      99.999965

      Votes "Against"

      20,182

      0.000032

      0.000035

      Total valid casted votes

      57,961,300,604

      93.018376

      Abstentions

      12,981

      Annulled votes

      0

      Unexpressed votes

      771,317

    14. For item no. 14 on the agenda of the OGMS, regarding the approval of the empowerment of Ms. Christina Verchere, President of Executive Board and Chief Executive Officer, to sign in the name of the shareholders the OGMS resolutions and to perform any act or formality required by law for the registration of the OGMS resolutions. Ms. Christina Verchere may delegate all or part of the above mentioned powers to any competent person(s) to perform such mandate,
the following results were recorded:

Votes options

No. of shares

% of the share capital

% of the casted votes

Casted votes

Votes "For"

57,959,687,345

93.015787

99.999583

Votes "Against"

241,709

0.000388

0.000417

Total valid casted votes

57,959,929,054

93.016175

Abstentions

856,345

Annulled votes

0

Unexpressed votes

1,299,503

Company analysis