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,
-
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
-
Results of the votes in the OGMS held on April 28, 2026:
-
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
-
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
-
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
-
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:
to reserves from fiscal facilities (reinvested profit) an amount of RON 73,970,239.10;
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
-
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
-
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
-
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
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
-
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.
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
-
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
-
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
-
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
-
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
- 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,
-
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" | 57,959,687,345 | 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 | |||
