OIL TERMINAL COMPANY
CONSTITUTIVE ACT - OIL TERMINAL S.A.
CHAPTER I
NAME, LEGAL FORM, HEADQUARTER, PERIOD
Art.1 The company’ name
The company’ s name is OIL TERMINAL SA in all documents, invoices, notices,
issues and other acts issued by the company, the company’s name will be preceded or
followed by the words ‘’company on shares’’ or the initials ‘’S.A’’, by the social assets
and the register number at the commerce registrar, the company’ headquarter and the
register unic number.
Art.2 The company’ legal form
The company OIL TERMINAL SA is a Romanian legal person, having the legal
form of a stock company. This runs its activity according to Romanian laws and to the
present Constitutive Act
The company OIL TERMINAL SA is a commercial company with strategic
interes, according to G.O. 15/2001.
Art.3 The company’ office
The company’ office is in Romania, Constanta County, no.2, Caraiman str. The
company’ office can be moved to another Romanian city according to shareholders’
general assembly, according to law provisions
Art.4 The company’ duration
The company’ duration is unlimited, starting the registering date at the National
Commerce Registrar.
CHAPTER II
THE COMPANY’ PURPOSE AND OBJECT OF ACTIVITY
Art. 5. The company’ purpose
The company’ purpose is to get revenues from profit, distributable then to the
shareholders, by services supplied to the clients regarding crude oil, petroleum,
petrochemical, liquid chemical products’ import, export and transit.
OIL TERMINAL COMPANY
Art. 6 The object of activity
6.1 Main object of activity according to CAEN /2007
5224 Handlings- services supplies regarding crude oil, petroleum petrochemical and
liquid chemical products and other finite products or raw liquid materials for
import, export and tranzit.
Secondary activity object
5210 Storages - crude oil, petroleum petrochemical and liquid chemical products and
other finite products or raw liquid materials for import, export and tranzit.
0113 – Farming (work) of vegetables and melons, of bulbs and tubers
0119 – Farming of other unpermanent cultures plants
0910 – Activities of annexes services for raw poil and natural gases
1610 - Wood cutting and planning
2562- Operations of general mechanics
3101 – Ffurniture manufacture for offices and shops
3311- Metal items repairs
3312 – Machines repairs
3314 – Electric equipments repairs
3512- Transport of electrical power
3513- Distribution of electrical power
3514- Trade of electrical power
3530- Delivery of steam and air conditioner
3600- Catching, treatment and distribution of water
3700- Collection and treatment of waste
3811- Collection of non dangerous waste products
3812- Collection of dangerous waste products
3831- Dismounting of machines and equipments aut of use for materials recovering
3832- Recovering of picked recyclable materials
3900 – Decontamination activities and services
4120- Works of residential and non residential buildings constructions
4212- Works of surface and underground railways constructions
4213- Construction of bridges and subways
4221- Works of liquids utilitarian projects constructions
4222- Works of power and telecommunications utilitarian projects constructions
4299- Works of other engineering projects constructions
4321 – Electrical works
4322 – Works of plumbing, heating, air conditioned
4520- Maintenance and repair of cars
4671- Wholesale trade of solid, liquid, gaseous fuels and of derivated products
4675- Wholesale of chemical products
4677- Wholesale of waste products
4711 – Retail trade in unspecialized shops, selling mainly food goods, drinks, tobacco
4778 – Trde in detail of new goods, in specialized shops (religious objects, guns,
ammunition excepted)
OIL TERMINAL COMPANY
4920- Goods railway transport
4939- Other passengers road transport, nca
4941- Goods road transport
4950 – Transport through pipeline
5221- Activities of additional services for road transports
5222- Activities of water transport additional services
5229- Other additional transports
6110- Activities of telecommunications by cable networks
6120- Activities of telecommunications by networks (by satellite exclusively)
6130- Activities of telecommunications by satellite
6190- Other telecommunications activities
6820- Hiring and under hiring of its own or hired landed proprieties
7120- Activities of technical tests and analyses
7211 – Research – development in biotechnology
7219 – Research- development in other natural sciences and engineering
7732- Activities of machines and construction equipments hiring and leasing
7733 - Activities of office equipments (PC included)
7739- Activities of other machines, equipments, tangible goods hiring and leasin
8121- General(non specialized) activities fpr buildings inside cleaning
8129- Other cleaning activities n.c.a.
8130- Activities of peisagistic maintenance
8219- Photocpoying, documents preparation and other secretary activities
8425- Activities of fire fighting and its prevention
9319 – Other spOther sport activities
9601 – Washing and cleaning (dry) of textiles and fur products
6.2. The company OIL TERMINAL SA has the following work points:
1. North Storage Farm, located in Constanta County, no.2, Caraiman str. with
the following activities and CAEN codes:
5224 – Handlings- crude oil, petroleum petrochemical and liquid chemical products and
other finite products or raw liquid materials for import, export and tranzit
5210- Storages - crude oil, petroleum petrochemical and liquid chemical products and
other finite products or raw liquid materials for import, export and tranzit.
0910 – Activities of annexes services for raw poil and natural gase
1610 - Wood cutting and planning
2562- Operations of general mechanics
3101 – Ffurniture manufacture for offices and shops
3311- Metal items repairs
3312 – Machines repairs
3314 – Electric equipments repairs
3512- Transport of electrical power
3513- Distribution of electrical power
3514- Trade of electrical power
3530- Delivery of steam and air conditioner
OIL TERMINAL COMPANY
3600- Catching, treatment and distribution of water
3700- Collection and treatment of waste
3811- Collection of non dangerous waste products
3812- Collection of dangerous waste products
3831- Dismounting of machines and equipments aut of use for materials recovering
3832- Recovering of picked recyclable materials
3900 – Decontamination activities and services
4120- Works of residential and non residential buildings constructions
4212- Works of surface and underground railways constructions
4213- Construction of bridges and subways
4221- Works of liquids utilitarian projects constructions
4222- Works of power and telecommunications utilitarian projects constructions
4299- Works of other engineering projects constructions
4321 – Electrical works
4322 – Works of plumbing, heating, air conditioned
4520- Maintenance and repair of cars
4671- Wholesale trade of solid, liquid, gaseous fuels and of derivated products
4675- Wholesale of chemical products
4677- Wholesale of waste products
4711 – Retail trade in unspecialized shops, selling mainly food goods, drinks, tobacco
4778 – Trde in detail of new goods, in specialized shops (religious objects, guns,
ammunition excepted)
4920- Goods railway transport
4939- Other passengers road transport, nca
4941- Goods road transport
5229- Other additional transports
3512- Transport of electrical power
3513- Distribution of electrical power
3514- Trade of electrical power
3530 – Supply of steam and air conditioner
3600- Catching, treatment and distribution of water
3700- Collection and treatment of waste
3811- Collection of non dangerous waste products
3812- Collection of dangerous waste products
2562- Operations of general mechanics
4120- Works of residential and non residential buildings constructions
4212- Works of surface and underground railways construction
4213- Construction of bridges and subways
4221- Works of liquids utilitarian projects constructions
4222- Works of power and telecommunications utilitarian projects constructions
4299- Works of other engineering projects constructions
4520- Maintenance and repair of cars
9601 – Cleaning and washing (dry) of textiles and fur products
4950- Transports through pipelines
4941- Goods road transport
4950 – Transport through pipeline
OIL TERMINAL COMPANY
5221- Activities of additional services for road transports
5222- Activities of water transport additional services
5229- Other additional transports
6110- Activities of telecommunications by cable networks
6120- Activities of telecommunications by networks (by satellite exclusively)
6130- Activities of telecommunications by satellite
6190- Other telecommunications activities
6820- Hiring and under hiring of its own or hired landed proprieties
7120 - Activities of technical tests and analyses
7211 – Research – development in biotechnology
7219 – Research- development in other natural sciences and engineering
7732- Activities of machines and construction equipments hiring and leasing
7733 - Activities of office equipments (PC included)
7739- Activities of other machines, equipments, tangible goods hiring and leasing
8121- General(non specialized) activities fpr buildings inside cleaning
8129- Other cleaning activities n.c.a.
8130- Activities of peisagistic maintenance
8219- Photocpoying, documents preparation and other secretary activities
8425- Activities of fire fighting and its prevention
9319 – Other spOther sport activities
9601 – Washing and cleaning (dry) of textiles and fur products
2. PORT STORAGE FARM, located in Constanta Port area, jetty no.69, with
the following activities and CAEN codes:
5224 – Handlings – crude oil, petroleum petrochemical and liquid chemical products and
other finite products or raw liquid materials for import, export and tranzit
5210- Storages- crude oil, petroleum petrochemical and liquid chemical products and
other finite products or raw liquid materials for import, export and tranzit.
0910 – Activities of annexes services for raw poil and natural gase
1610 - Wood cutting and planning
2562- Operations of general mechanics
3101 – Ffurniture manufacture for offices and shops
3311- Metal items repairs
3312 – Machines repairs
3314 – Electric equipments repairs
3512- Transport of electrical power
3513- Distribution of electrical power
3514- Trade of electrical power
3530- Delivery of steam and air conditioner
3600- Catching, treatment and distribution of water
3700- Collection and treatment of waste
3811- Collection of non dangerous waste products
3812- Collection of dangerous waste products
3831- Dismounting of machines and equipments aut of use for materials recovering
3832- Recovering of picked recyclable materials
OIL TERMINAL COMPANY
3900 – Decontamination activities and services
4120- Works of residential and non residential buildings constructions
4212- Works of surface and underground railways constructions
4213- Construction of bridges and subways
4221- Works of liquids utilitarian projects constructions
4222- Works of power and telecommunications utilitarian projects constructions
4299- Works of other engineering projects constructions
4321 – Electrical works
4322 – Works of plumbing, heating, air conditioned
4520- Maintenance and repair of cars
4671- Wholesale trade of solid, liquid, gaseous fuels and of derivated products
4675- Wholesale of chemical products
4677- Wholesale of waste products
4711 – Retail trade in unspecialized shops, selling mainly food goods, drinks, tobacco
4778 – Trde in detail of new goods, in specialized shops (religious objects, guns,
ammunition excepted)
4920- Goods railway transport
4939- Other passengers road transport, nca
4941- Goods road transport
4950- Transports through pipelines
4941- Goods road transport
4950 – Transport through pipeline
5221- Activities of additional services for road transports
5222- Activities of water transport additional services
5229- Other additional transports
6110- Activities of telecommunications by cable networks
6120- Activities of telecommunications by networks (by satellite exclusively)
6130- Activities of telecommunications by satellite
6190- Other telecommunications activities
6820- Hiring and under hiring of its own or hired landed proprieties
7120 - Activities of technical tests and analyses
7211 – Research – development in biotechnology
7219 – Research- development in other natural sciences and engineering
7732- Activities of machines and construction equipments hiring and leasing
7733 - Activities of office equipments (PC included)
7739- Activities of other machines, equipments, tangible goods hiring and leasing
8121- General(non specialized) activities fpr buildings inside cleaning
8129- Other cleaning activities n.c.a.
8130- Activities of peisagistic maintenance
8219- Photocpoying, documents preparation and other secretary activities
8425- Activities of fire fighting and its prevention
9319 – Other spOther sport activities
9601 – Washing and cleaning (dry) of textiles and fur products
3. SOUTH STORAGE FARM, located in Constanta County, MOVILA SARA,
with the following activities and CAEN codes:
OIL TERMINAL COMPANY
5224 – Handlings – crude oil, petroleum petrochemical and liquid chemical products and
other finite products or raw liquid materials for import, export and tranzit
5210- Storages- crude oil, petroleum petrochemical and liquid chemical products and
other finite products or raw liquid materials for import, export and tranzit.
0910 – Activities of annexes services for raw poil and natural gase
1610 - Wood cutting and planning
2562- Operations of general mechanics
3101 – Ffurniture manufacture for offices and shops
3311- Metal items repairs
3312 – Machines repairs
3314 – Electric equipments repairs
3512- Transport of electrical power
3513- Distribution of electrical power
3514- Trade of electrical power
3530- Delivery of steam and air conditioner
3600- Catching, treatment and distribution of water
3700- Collection and treatment of waste
3811- Collection of non dangerous waste products
3812- Collection of dangerous waste products
3831- Dismounting of machines and equipments aut of use for materials recovering
3832- Recovering of picked recyclable materials
3900 – Decontamination activities and services
4120- Works of residential and non residential buildings constructions
4212- Works of surface and underground railways constructions
4213- Construction of bridges and subways
4221- Works of liquids utilitarian projects constructions
4222- Works of power and telecommunications utilitarian projects constructions
4299- Works of other engineering projects constructions
4321 – Electrical works
4322 – Works of plumbing, heating, air conditioned
4520- Maintenance and repair of cars
4671- Wholesale trade of solid, liquid, gaseous fuels and of derivated products
4675- Wholesale of chemical products
4677- Wholesale of waste products
4711 – Retail trade in unspecialized shops, selling mainly food goods, drinks, tobacco
4778 – Trde in detail of new goods, in specialized shops (religious objects, guns,
ammunition excepted)
4920- Goods railway transport
4939- Other passengers road transport, nca
4941- Goods road transport
4950- Transports through pipelines
4941- Goods road transport
4950 – Transport through pipeline
5221- Activities of additional services for road transports
5222- Activities of water transport additional services
OIL TERMINAL COMPANY
5229- Other additional transports
6110- Activities of telecommunications by cable networks
6120- Activities of telecommunications by networks (by satellite exclusively)
6130- Activities of telecommunications by satellite
6190- Other telecommunications activities
6820- Hiring and under hiring of its own or hired landed proprieties
7120 - Activities of technical tests and analyses
7211 – Research – development in biotechnology
7219 – Research- development in other natural sciences and engineering
7732- Activities of machines and construction equipments hiring and leasing
7733 - Activities of office equipments (PC included)
7739- Activities of other machines, equipments, tangible goods hiring and leasing
8121- General(non specialized) activities fpr buildings inside cleaning
8129- Other cleaning activities n.c.a.
8130- Activities of peisagistic maintenance
8219- Photocpoying, documents preparation and other secretary activities
8425- Activities of fire fighting and its prevention
9319 – Other spOther sport activities
9601 – Washing and cleaning (dry) of textiles and fur products
4. Name: MEDICAL OFFICE (8512) – AMBULATORY ASSISTANCE
SERVICES located in Constanta, no.2, Caraiman str., Constanta County
with medical assistance activities, XAEN code 8621.
Chapter III
SOCIAL CAPITAL, SHARES, SHAREHOLDERS
Art. 7 Social capital
(1) OIL TERMINAL is a stock company, open type
(2) The social capital is 299.717.713,20 RON, divided into 2.997.177.132 nominative
shares in a nominal amount of 0.10 RON each of them and is fully subscribed and
paid by the shareholders (contribution in nature- 286.543.053,50 RON; cash
contibution - 13.174.659,70 RON)
(3) The shareholders and the capital’ structure is:
Shareholders
Shares no.
Percentage of the social
capital
Ministry of Energy
2.630.258.255
87,7579
Other physical and juridical
366.918.877
12,2421
OIL TERMINAL COMPANY
persons
TOTAL
2.997.177.132
100%
Art.8 Shares
Nominative shares issued by the company are dematerialized, by register in
account
The securities issued by the company’ evidence, traded on a regulated market is
kept by a company of independent register authorised by the Financial Survey Authority
(ASF).
Art.9 The social capital’ decrease or increase
The social capital can be decreased or increased according to extraordinary
general assembly decision according to law provisions
Art.10 Rights and obligations arisen from shares
(1) Each subscribed and paid to the shareholders share gives them legal rights and
statute
(2) Share’ own means legal subscription to the statute
(3) Rights and obligations regarding the shares follow the shares if they pass into
somebody else’propriety
(4) The company’ obligations are guaranteed by its social capital, the shareholders
being liable only until the subscribed capital’ concurency
(5) The company’ patrimony can’t be striken by debts or other shareholders’
personal obligations. A shareholder’ creditor can formulate claims against the company’
part distributed by the shareholders’ general assembly or of its share when the company
liquidates, in the present statute terms.
Art.11 The shares’ cession
The shares are impartible, regarding the company, recognizing only one owner for
each share.
The partial or total cession of shares between shareholders or thirs parties is made
according to law provisions.
CHAPTER IV
THE SHAREHOLDERS GENERAL ASSEMBLY
12. Responsibilities
(1) The shareholders general assembly is the company’ highest authority, decidind upon
its activity, ensuring its political, economic, commercial politicy.
OIL TERMINAL COMPANY
(2) The shareholders general assembly can be ordinary or extraordinary
(3)The ordinary shareholders assembly meets at least once a year, in maximum four
months from the financial year completion.
Besides the day agenda, the ordinary shareholders assembly must:
a) disscuss, approve, alter the yearly financial reports, according to the Board of
Directors’ reports and the statutory cvorum, to approve the profit distribution and
to settle the dividend. The dividends are distributed to shareholders according to
the capital’ participation part at the paid social capital. These are paid in the term
provided by the shareholders general assembly, in the time limits provided by
law. If contrary, the company will pay damages for the delay period, on the legal
interest level;
b) appoint, to revoke the Board of Directors’ members;
c) to appoint or to dismiss the statutary auditor and to settle the financial audit
contract minimum period;
d) settle the board of directors’ remuneration for the present year;
e) have an opinion on the board of directors administration;
f) settle the expenses and revenues budget, the activity schedule for the coming
year;
g) decide on one or more company’ units pledge, hire or elimination;
h) settle the directors’ remunerations general limits.
(4) The extraordinary general assembly meets whenever neccesary to decide on:
a) the company juridical form alteration
b) the company’ office movement;
c) the company’ object of activity’ change;
d) secondary premises’ creation or liquidation, agencies, representatives or other
units without juridical entity;
e) the company’ duration extension;
f) the social capital’ increase;
g) the social capital’ decrease or its reunification by emission of new shares;
h) h fusion with other companies or the company’ division;
i) the company’ anticipated disolution;
j) nominative shares conversion into shares on bearer;
k) the shares’ conversion from a category into another one;
l) bonds’ conversion into another category or in shares;
m) bonds’ issue;
n) bank loans contracting, according to the competencies presented in the company
constitutive act annex;
o) sale, association, hire, usufruct, other real rights on the assets according to art.3
EO 88/1997;
p) acquisition, sale, exchange, guarantee acts approval, which value exceeds
individually or totally 20% from the asstes, less the receivables;
q) tangibles hire approval for more than a year, which individual or cumulative value
towards the same co contractant or involved persons or who acts altogether
exceeds 20% from the total assets, less the tangibles on the juridical act’
conclusion, the associations for a period more than an year, exceeding the same
value;
OIL TERMINAL COMPANY
r) any other decision for which the extraordinary general assembly’ approval is
asked for.
(5) For the ordinary general assembly deliberations validity the shareholders’
presence is necessary , having at least a quarter of the total number with vote right. The
general ordinary shareholders assembly’ decisions are taken with the expressed votes’
majority. If this can’t work if the above mentioned terms are not fulfilled, the assembly,
meeting at a second convocation, can deliberate on the first meeting’ day agenda issues,
irrespective the cvorum, taking decisions with the majority of expressed votes.
(6) For the extraordinary shareholders assembly deliberations validity the
shareholders’ presence is necessary , having at least a quarter of the total number with
vote right, at the first convocation. The decisions are taken with the votes majority of the
present shareholders or representatives.The decision to change the company’ main object
of activity, to decrease or to increase the social capital, to change the juridical form, of
fusion, division or disolution is taken with at least two thirds majority from the voting
rights owned by the present shareholders or representatives. If the general extraordinary
shareholders assembly can’t work due to the above mentioned terms are not fulfilled, the
assembly, meeting at a second convocation, needs the shareholders presence,
representring at least one fifth of the total voting numbers. The decisions are taken with
the majority of votes owned by the present shareholders/representative
Art. 13 The shareholders general assembly convocation
(1) The general assembly is convened by the board of directors whenever
necessary. The meeting term can’t be less 30 days from the issue in the Official Monitor
of Romania, part IV and in one of the largest newspapers in the city of the company’
location. The convocation is published in the Official Monitor of Romania, part IV, and
in one of largely distributed newspapers in the city where the company has the office.
The convocation will be deposited at the independent administration ‘’ Official Monitor’’
to be published, in at most 5 days from the adoption of the decision to meet the general
assembly, by the board of directors.
(2) The convocation will contain the place and date of the meeting, the day
agenda, explicitely mentioning all the matters being the object 0f the debates. If there is
in the day agenda the administrators’ appointment, the list, containing information
regarding name, residence and professional training of the persons proposed to be
manager, is on the shareholders’ disposal, being able to be consulted and added by these.
When, in the day agenda, there are proposals for the constitutive act’ alteration, the
convocation must include the proposals’ full text.
(3) they have the right to ask to introduce new issues in the day agenda one or
more shareholders, representing individually or together, at least 5% from the social
capital. The requests are submitted to the board of directors at least 15 days since the
convenor’ issue, to publish and inform other shareholders about them. If there is
administrators’ appointment in the day agenda, and the shareholders wish to state
candidates proposals, information about name, residence and professional training
information will be included. The day agenda added with the issues proposed by the
shareholders, after the convocation must be published according to law at least 10 days
before the general assembly meeting, at the date mentioned in the initial convenor.
(4) The yearly financial reports, the board of directors yearly report, the proposal
regarding the dividends; distribution are put on the shareholders’ disposal at the
company’ location, since the general assembly’ convocation date. Copies will be issued
OIL TERMINAL COMPANY
for the shareholders, if requested. The amounts paid won’t exceedthe administrative costs
of their supply. The convocation, any other point of the day agenda, the yearly financial
reports, the board of directors’ yearly report, and the proposal regarding the dividends
distribution, will be published on the company’ internet page.
(5) Each shareholder can put in written form questions to the board of directors
regarding the company’ activity, before the general assembly meeting, before the general
assembly meeting date, receiving the answer during the meeting. The answer is
considered to be given if the requested information is published on the company’ internet
page, on chapter ‘’ usual questions’’
(6) In the first meeting date, the time and date for the second one can be settled.
The second one can’t be met in the same day as the first one. If the date for the second
general assembly is not mentioned in the published notification for the first one, the
meeting term will be reduced at 8 days from the publishing note in the Official Monitor.
Part IV a.
(7) Th board of directors convenes the general assembly, on the shareholders’
request, representing individually or altogether,at least 5% from the social capital and if
the request contains disposals being in the assembly’ responsibilities. The general
meeting will be convened in at most 30 days and will meet in at most 60 days from the
request’ receiving date.
Art. 14 The shareholders’ general assembly’ organisation
(1) On the date and time mentioned in convenor, the assembly will be opened by
the board of directors’ chairman. It will select, among the present shareholders, 1 -3
secretaries who will check the shareholders list presence, indicating the social capital
represented by each of them. One of the secretaries issues the report of the general
assembly. The chairman will appoint one or more technical secretaries to take part to
these operations execution. After legal requirements fulfilment and the constitutive at
provisions fulfilment to meet the general assembly, the day agenda will start.
(2) The general assemblies’ decisions are taken by open vote. The secret vote is
compulsory to appoint the board of directors’ members and the financial auditors, for
their revocation and to take the measures regarding the company’ administration,
management and control’ obligations.
(3) A report, signed by the chairman and the secretary will report the convocation
formalities, date, place of the meeting, the present shareholders, numbers of shares, brief
debates, the decisions taken and the shareholders request, their declarations in the
meeting. To the report, the acts regarding the convocation and the shareholders presence
lists will be annexed. The report will be registered in the general assembly registrar. To
be opposable to thrid parties, the general assembly’ decisions will be deposited in 15 days
at the commerce registrar, to be mentioned and published in the Official Monitor. Part IV
a.
(4) On request, each shareholder will be informed about voting result for the
decisions taken in the general assembly. The results will be published on the company’
internet page in at most 15 days from the meeting.
Art.15. The shareholders general assembly vote right
(1) The shareholders have the vote right in the general assembly proportionally
with the shares owned.
OIL TERMINAL COMPANY
(2) The shareholders acting as members of the board of directors can’t vote,
according the owned shares either personal or by mandate, their administration
discharging or a matter in which that person or their administration might be discussed.
Those persons can vote, but the yearly financial report, if the majority provided by law is
not fulfilled.
(3) The shareholders must exercise their vote right in good faith, according to the
company and other shareholders’ rights and legal interests.
Art. 16. The shareholders’ representation in the general meeting
(1) The shareholders’ representation in the general meeting will be done by other
persons than the shareholders, the managers excepted, according to special
empowerment, according to the National Securities Commision ’ regulations.
(2) The shareholders not having the exercice ability, the juridical persons as well
can be represented by legal representatives, who, can give empowerment to others for
that general meeting.
(3) The empowerments will be deposited in original form 48 hours before the
meeting date, under the penalty of losing the vote right in that meeting. The
empowerments will be kept by the company, mentioning this in the report.
CHAPTER V
THE BOARD OF DIRECTORS
Art.17 Organisation
(1) The company is managed by the board of directors made of 5-9 members,
appointed according law in force.
(2) The board of directors is made of a Chairman and nonexecutive, executive and
independent managers, from whom not more than two, appointed from the tutorial public
authority or from other authorities or public institutions.
(3) The board of directors’ rights and obligations are those provided by the law in
force applicable to the commercial companies.
(4) The managers are appointed for a period not exceeding 4 years, their mandate
can be renewed, if they fulfilled their duties accordingly.
(5) The board of directors’ members are paid by an indemnity, settled by the
Shareholders General Assembly, in the law in force’ limits and structure.
(6) The Chairman coordinates the board’ activity and reports it to the shareholders
general meeting. He surveys the company’ authorities good work.
Art.18. The Board of Directors’ obligations
(1) The Board of Directors is charged to fulfill all the necessary and useful
documents to accomplish the company’ object of activity, those restricted by law or the
oresent Constitutive Act excepted for the shareholders general meeting.
(2) The Board of Directors will delegate the management to one or more directors
and appoint one of them as general director. The General Director won’t be the Board of
OIL TERMINAL COMPANY
directors’ Chairman. The directors with mandate contract can be appointed either from
the board of directors’ members, or outside it.
(3) The Board of directors has the following main competencies, not being able to
be delegated to the directors:
a) to determine the company’ main activity directions and development;
b) to determine the company main strategies;
c) to approve its own development strategy and the yearly programmes;
d) to determine the accountant policies and the financial control, the financial
planning;
e) to approve the tariffs proposals sent to be approved by the national authority for
mineral resources;
f) to analyse and to approve the fiscal nondeductible expenses;
g) to approve the organisation and the directors’ obligations having mandate contract
in the Regulation of the company’ run;
h) to appoint and to revoke the directors having mandate contract, their
remuneration’ settling;
i) to determine the activity’ organisation and to survey the directors’ activity, having
mandate control;
j) to prepare the yearly report, the shareholders general assembly organisation and
its decisions’ put in practice;
k) to introduce the request to start the company’ insolvency, according to Law. No.
85/2006 regarding the insolvency proceedings;
l) to approve the managers’ report;
m) to sell, associate, hire the usufruct and other real rights on some fixed assets,
which value, separately or cumulated don’t exceed 20% from the fixed assets
total, during a financial year;
n) to approve the acquisition, division, exchange or formation in guarantee of the
company’ some fixed assets, which value doesn’t exceed, separately or
cumulated, 20% from the fixed assets total, during a financial year;
o) to approve the hiring of tangible assets for a period not exceeding an year, which
separated or cumulated value towards the same co-contractant or involved
persons, acting concertated doesn’t exceed 20% from the fixed assets total, during
a financial year, less the receivables on the juridical document conclusion date,
and the associations for a period more extended than an year, not exceeding the
same value.
p) to approve the company’ organisation and activity and its internal regulation
(4) The company’ management will delegate the company management to one or
more directors, appointing one of them general director. Together with the company’
management responsibilities, the general director is delegated the responsibility to
represent the company towards third parties and in court, as well.
(4.1) The Board of directors can delegate to the general director the nonregulated
tariffs’ approval, informing the board of directors about it.
(5) The board of directors’ chairman is appointed from its members.
(6) The board of directors’ meetings’ organisation and run are done according to
law in force and the Board of directors’ regulation or under other public authority,
OIL TERMINAL COMPANY
approved by the Board of directors.
(6.1) Inside the Board of directors, the nomination and remuneration committeee
is constituted and the audit one. Other consultative committees can be constituted.
(6.2) The Committees, inside the board of directors, are constituted of minimum
three managres, their structure being validated in the board of directors.
(6.3) The committees chairmen are appointed by the board of directors, these
convening the meetings, settling the day agenda and chairing the committee’ works.
(6.4.) Each committee meets on its chairman’ request, on the board of directors’
request or on, at least two members’ request.
(6.5) The committees’ meetings can be organized by electronic means, too.
(6.6) The committees and meetings’ secretary is held by the board of directors’
secretary.
(6.7) Inside the committees meetings, the decisions are taken by the members’
total absolute majority’ votes.
(6.8) The committees’ decisions are consultative for the board of directors.
(7) The board of directors delegates the company’management to the general
director, on the nomination’ committee’ proposal, following the selection way provided
by law in force. The general director can be appointed among the managers, this one
becoming an executive manager of from outside the board of directors. The board of
directors’ chairman can’t be appointed general director, as well.
(8) The board of directors’ chairman is empowered to represent the company with
full right .The board of directors keeps its right to represent the company towards the
directors.
CHAPTER VI
THE COMPANY’ MANAGEMENT
• Ensures that the financial statements are examined in accordance with auditing
standards with a view to expressing the auditors' opinion presented to the general
meeting of shareholders at the close of the financial year.
• Convene ordinary or extraordinary shareholders' meetings when not convened by
the directors.
Art.19 The management of the company is controlled by the shareholders and the
statutory auditor as well as through internal audit activity. The statutory audit will be
carried out in accordance with the conditions laid down in the O.U.G. no. 90/2008,
approved with amendments by Law no. 278/2008, as amended.
Internal audit is organised in the company in accordance with the legal provisions in
force.
The duties of the statutory auditor :
• Take part, as a guest, in ordinary and extraordinary meetings and may have
proposals they deem necessary included in the agenda.
OIL TERMINAL COMPANY
The duties of the internal auditors are as follows:
• prepares the annual report on internal public audit activity;
• In case of identification of irregularities or possible damage, report immediately
to the company's general manager and the competent internal control structure.
CHAPTER VII
THE COMPANY’ ACTIVITY
Art. 20 The financial year
The financial year starts on the 1
st
January and ends on the 31
st
December of each
year. The first year starts on the company’ constitution date.
Art. 21 The company’ employees
The company’ employees are employed by the general director according to law.
The salaries, taxes’ payment is made ccording to law.
Art.22 The funds depreciation
The board of directors legally settles the fixed and tangible assets’ depreciation
way, according to law.
• shall draw up methodological rules specific to the company in which it operates,
with the opinion of the Central Harmonisation Unit for Internal Public Auditing
(U.C.A.A.P.I), and in the case of subordinate public units, i.e. under the
coordination or authority of another public entity, with its opinion;
• prepares the draft multiannual internal public audit plan, usually for a period of
three years, and on this basis the draft annual internal public audit plan;
• performs public internal audit activities to assess whether the company's financial
management and control systems are transparent and comply with the rules of
legality, regularity, economy, efficiency and effectiveness;
• informs the U.C.A.A.P.I. about the recommendations not followed by the head of
the audited structure and their consequences;
• report regularly on the findings, conclusions and recommendations resulting from
its audit activities;
OIL TERMINAL COMPANY
Art. 23 Accountant activity and the annual financial reports
The company will keep the accountant activity in Romanian and in Romanian
currency, will issue the annual financial reports according to law.The annual financial
reports contain:
• financial position,
• global result,
• own capitals’ alteration,
• cash flows,
• explicative notes of the financial situations or other reports, provided in
applicable accountant regulations.
The company will publish in Romania Official Monitor , part. IV-a an advertisment
to confirm the deposit at the authorities of the Ministry of Public Finances the board of
directors’ report ‘ annual financial reports and the Statutary auditor report.
Art. 24 The calculation and distribution of profit or the accountant’ loss cover
The profit and the accountant loss are settled according to law, and to the annual
financial reports, approved by the shareholders’ general assembly. The taxable profit is
settled according to law.
The remaining accountant profit distribution after having deducted the profit
taxation on destinations is made according to legal provisions in force.
The dividends are distributed to the shareholders proportionally with their
participation rate at the paid social capital.
If accountant losses occur, the shareholders general assembly will decide on the
way to cover them.
The losses support by the shareholders will be proportionally with their
participation rate at the paid capital.
Art. 25 The company’ registrars
The company keeps the registrars provided by law.
CHAPTER VIII
JURIDICAL FORM’ ALTERATION, LIQUIDATION, LITIGATIONS
Art. 26 Legal organisation’ alteration
The company will be able to be changed into another company’ organisation by
the shareholders’ general assembly’ decision.
Art. 27. The company’ dissolution
OIL TERMINAL COMPANY
The followings have the effect the company’ dissolution and give each shareholder
the right to ask for it:
a. the impossibility to achieve the company’ object;
b. general assembly’ decision;
c. bankruptcy (insolvency);
d. loss of a half of the company’ capital after having consumed the reserve fund, if
the shareholders’ general assembly doesn’t decide the capital’ completion or its
reduction to the remaining amount. The shareholders’ number will be reduced
under five, for more than 6 months.
e. On each shareholder’ request, if force majeure events and their consequences last
more than 8 months and if the shareholders’ general assembly decide that the
company’ doesn’t run any more;
f. In any other circumstances, according to the shareholders’ general assembly’
unanimously decision .
The commercial companies’ dissolution must be registered at the Commerce Office
and published in the Official Monitor.
Art.28 The company’ liquidation
If dissolution occurs, the company will be liquidated.
The company’ liquidation and its assets’ distribution will be made according to law
procedures.
Art.29 Litigations
The company’ litigations with Romanian physical or legal persons are in
Romanian Court competency.
The litigations arisen from contractual relationships between the company and
Romanian legal persons can be solved by the arbitration of Constanta Commerce,
Industry, Navigation and Agriculture Office.
CHAPTER IX
FINAL DISPOSALS
Art. 30 The present statute’ provisions are completed with legal disposals regarding the
commercial companies.
Issued today 10.03.2023 in three original copies, under private signature.
OIL TERMINAL SA’ BOARD OF DIRECTORS’ CHAIRMAN
CRISTIAN FLORIN GHEORGHE
OIL TERMINAL COMPANY
ANNEX no. 1, constitutive act integrant part, with the following content
No.
CONTRACTS, CREDITS AND BANK
OPERATIONS
COMPETENTENCES
Value/ type of
guarantee
General
Director
Board of
Directors
Shareholders
General
Assembly
1.
Less 20,000,000
lei
It advises
It approves
It informs
More 20,000,001
lei
It
proposes
It advises
It approves
2.
Irrespective the
value
It
proposes
It advises
It approves
3.
Real estates,
irrespective the
value and type of
credit
It
proposes
It advises
It approves
Real estate,
receivables and
other real estate
guarantees for all
types of credit,
which value is
less than 10%
from the fixed
assets value less
the company’
receivables, in the
month before the
request
It advises
It approves
It informs
OIL TERMINAL COMPANY
Real estate,
receivables and
other real estate
guarantees for all
types of credit,
which value is
less than 10%
from the fixed
assets value less
the company’
receivables, in the
month before the
event
It
proposes
It advises
It approves
The limits apply for each operation, without cumulate the operations. It is not allowed to divide a
contract or any legal act undertaking the company in more stages or valoric shares in order to
alter the approval level.
BOARD OF DIRECTORS’ CHAIRMAN
CRISTIAN-FLORIN GHEORGHE
DRAFT DECISION
no. 12 of 27.04.2023
Shareholders Ordinary General Assembly
of OIL TERMINAL S.A.
Having in view the provisions of Law no. 31/1990 republished, with further alterations and
additions, those of Law no. 24/2017 regarding financial instruments issuers and market operations, FSA
Regulation no. 5/2018 regarding financial instruments issuers and market operations, company’
Constitutive Act and Shareholders General Ordinary Assembly’ meeting’ Report of 27.04.2023 the
followings were adopted:
Decision:
Art. 1.1 With 99,9220 % the votes cast, it is approved the revocation of the membership of the
Board of Directors of Oil Terminal S.A., as of 27.04.2023, following the completion of the
selection procedure in accordance with the provisions of GEO no. 109/2011 on corporate
governance of public companies of Mr. GHEORGHE Cristian Florin, Romanian citizen,
profession engineer, CNP___________ , identified by ___ series ____ , no. _____, domiciled
in Bucharest.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast were
recorded as follows:
− 2.730.517.858 votes “for”, representing 99,9220 % of the votes cast total;
− 2.130.236 votes “against”, representing 0,0780 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0votes was annulled.
Art. 1.2 By 99.9220% of the votes cast, it is approved the revocation of the membership of the
Board of Directors of Oil Terminal S.A., starting from 27.04.2023, following the completion of
the selection procedure in accordance with the provisions of GEO no. 109/2011 on corporate
governance of public companies, of Ms. UNGUR Ramona, Romanian citizen, profession
economist, CNP ___________, identified by ___ series __, no. _____, domiciled in Bucharest, is
approved.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.730.517.858 votes “for”, representing 99,9220 % of the votes cast total;
− 2.130.236 votes “against”, representing 0,0780 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0 votes was annulled.
Art. 1.3 By 99.9220% of the votes cast, it is approved the revocation of the membership of the
Board of Directors of Oil Terminal S.A., as of 27.04.2023, following the completion of the
selection procedure in accordance with the provisions of GEO no. 109/2011 on corporate
governance of public companies, of Mr. ANDREI Aurelian Ovidiu, Romanian citizen,
profession engineer, CNP ___________, identified by ___ series ___, no. ______, domiciled in
Giurgiu, Giurgiu County.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.730.517.858 votes “for”, representing 99,9220 % of the votes cast total;
− 2.130.236 votes “against”, representing 0,0780 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0votes was annulled.
Art. 1.4 By 99.9220% of the votes cast, it is approved the revocation of the membership of the
Board of Directors of Oil Terminal S.A., as of 27.04.2023, following the completion of the
selection procedure in accordance with the provisions of GEO no. 109/2011 on the corporate
governance of public companies, is approved for Mr. TEȘELEANU George, Romanian citizen,
profession engineer, CNP __________ identified by ____ series _____, no. ______, domiciled in
Constanța, Constanța County.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.730.517.858 votes “for”, representing 99,9220 % of the votes cast total;
− 2.130.236 votes “against”, representing 0,0780 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0votes was annulled.
Art. 1.5 By 99.9220% of the votes cast, it is approved the revocation of the membership of the
Board of Directors of Oil Terminal S.A., as of 27.04.2023, following the completion of the
selection procedure in accordance with the provisions of GEO no. 109/2011 on the corporate
governance of public companies, is approved for Mr. NICOLAE Emilian, Romanian citizen,
profession lawyer, CNP ____________identified by ___ series ___, no. ____, domiciled in
Cernavodă, Constanța County.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.730.517.858 votes “for”, representing 99,9220 % of the votes cast total;
− 2.130.236 votes “against”, representing 0,0780 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0 votes was annulled.
Art. 1.6 By 96.2533% of the votes cast, it is approved the revocation of the membership of the
Board of Directors of Oil Terminal S.A., as of 27.04.2023, following the completion of the
selection procedure in accordance with the provisions of GEO no. 109/2011 on corporate
governance of public companies, of Mr. LAZARIU Dragos-Ciprian, Romanian citizen,
profession economist, CNP ___________ identified by _____ series ___, no. ____, domiciled in
Voluntari, Ilfov County.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.630.262.880 votes “for”, representing 96,2533 % of the votes cast total;
− 102.385.214 votes “against”, representing 3,7467 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0 votes was annulled.
Art. 1.7 By 99.9220% of the votes cast, it is approved the revocation of the membership of the
Board of Directors of Oil Terminal S.A., as of 27.04.2023, following the completion of the
selection procedure in accordance with the provisions of GEO no. 109/2011 on corporate
governance of public companies, of Mr. MICU Ionuț Stelian, Romanian citizen, profession
economist, CNP ___________, identified by ___, series ___, no. _______, domiciled in
Voluntari, Ilfov County.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.730.517.858 votes “for”, representing 99,9220 % of the votes cast total;
− 2.130.236 votes “against”, representing 0,0780 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0 votes was annulled.
Art. 2.1. By 96.3310% of the votes cast, it is rejected the election as member of the Board of
Directors of Oil Terminal S.A., starting from 28.04.2023, in accordance with the provisions of
art. 29 of GEO no. 109/2011, of Mr. LAZARIU Dragoș Ciprian, Romanian citizen, profession
economist, CNP ___________ identified by __ series ___, no. _______, domiciled in Voluntari,
Ilfov County.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 100.259.603 votes “for”, representing 3,6690 % of the votes cast total;
− 2.632.388.491 votes “against”, representing 96,3310 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0votes was annulled.
Art. 2.2. By 96.2533% of the votes cast, it is approved the election as member of the Board of
Directors of Oil Terminal S.A., starting from 28.04.2023, in accordance with the provisions of art.
29 of GEO no. 109/2011 Mr. ANDREI Aurelian Ovidiu, Romanian citizen, profession engineer,
CNP ___________, identified by ____ series ____, no. ____, domiciled in Giurgiu, Giurgiu
County.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.630.262.880 votes “for”, representing 96,2533 % of the votes cast total;
− 102.385.214 votes “against”, representing 3,7467 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0votes was annulled.
Art. 2.3. With 96,2533 % of the votes cast, it is approved election as member of the Board of
Directors of Oil Terminal S.A., starting from 28.04.2023, in accordance with the provisions of
art. 29 of GEO no. 109/2011 Mr. GHEORGHE Cristian Florin, Romanian citizen, profession
engineer, CNP ___________, identified by _____ series ____, no. ______, domiciled in
Bucharest.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.630.262.880 votes “for”, representing 96,2533 % of the votes cast total;
− 102.385.214 votes “against”, representing 3,7467 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0votes was annulled.
Art. 2.4. By 96.2533% of the votes cast, it is approved the election as member of the Board of
Directors of Oil Terminal S.A., starting from 28.04.2023, in accordance with the provisions of art.
29 of GEO no. 109/2011 Mrs. Ramona UNGUR, Romanian citizen, profession economist, CNP
______, identified by ____ , series ___, no. _______, domiciled in Bucharest.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.630.262.880 votes “for”, representing 96,2533 % of the votes cast total;
− 102.385.214 votes “against”, representing 3,7467 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0 votes was annulled.
Art. 2.5. By 96.2531% of the votes cast, it is approved the election as member of the Board of
Directors of Oil Terminal S.A., starting from 28.04.2023, in accordance with the provisions of art.
29 of GEO no. 109/2011 Mr. MIȘA George-Silvian, Romanian citizen, profession economist,
CNP __________ identified by ____series _____, no. _______, domiciled in Constanta.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.630.262.880 votes “for”, representing 96,2533 % of the votes cast total;
− 102.385.214 votes “against”, representing 3,7467 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0 votes was annulled.
Art. 2.6. By 96.2533% of the votes cast, it is approved the election as member of the Board of
Directors of Oil Terminal S.A., starting from 28.04.2023, in accordance with the provisions of art.
29 of GEO no. 109/2011 Mr. MICU Ionuț-Stelian, Romanian citizen, profession economist,
CNP 1780605293104, identified by CI, series IF, no. 808813, domiciled in Voluntari, jud. Ilfov.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.630.262.880 votes “for”, representing 96,2533 % of the votes cast total;
− 102.385.214 votes “against”, representing 3,7467 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0 votes was annulled.
Art. 2.7. By 96.2533% of the votes cast, it is approved the election as member of the Board of
Directors of Oil Terminal S.A., starting from 28.04.2023, in accordance with the provisions of art.
29 of GEO no. 109/2011 Mr. TEȘELEANU George, Romanian citizen, profession engineer,
CNP _________ identified by ___series ___, no. ______, domiciled in Constanța, Constanța
County.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.630.262.880 votes “for”, representing 96,2533 % of the votes cast total;
− 102.385.214 votes “against”, representing 3,7467 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0 votes was annulled.
Art. 2.8. By 96.2533% of the votes cast, it is approved the election as member of the Board of
Directors of Oil Terminal S.A., starting from 28.04.2023, in accordance with the provisions of art.
29 of GEO no. 109/2011 Mr. BODU Sebastian Valentin, Romanian citizen, profession lawyer,
CNP _________ identified by ____ series ___, no. ______, domiciled in Constanța, Constanța
County.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.630.262.880 votes “for”, representing 96,2533 % of the votes cast total;
− 102.385.214 votes “against”, representing 3,7467 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0 votes was annulled.
Art. 3 By 96.2533% of the votes cast, the term of office of the members of the Board of Directors
elected in Article 2 is approved for a period of 4 (four) years, starting on 28.04.2023.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.630.262.880 votes “for”, representing 96,2533 % of the votes cast total;
− 102.385.214 votes “against”, representing 3,7467 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0 votes was annulled.
Art. 4 By 96.2533% of the votes cast, it is approved to set the gross monthly fixed indemnity of
the members of the Board of Directors elected in Article 2 as equal to 2 times the average gross
monthly salary for the last 12 months for the activity carried out according to the main object of
activity registered by the company, at class level according to the classification of activities in the
national economy, communicated by the National Institute of Statistics prior to the appointment.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.630.262.880 votes “for”, representing 96,2533 % of the votes cast total;
− 102.385.214 votes “against”, representing 3,7467 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0 votes was annulled.
Art. 5 By 96.2533% of the votes cast, the form of the mandate contract to be concluded with the
members of the Administrative Board elected under Article 2 is approved.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.630.262.880 votes “for”, representing 96,2533 % of the votes cast total;
− 102.385.214 votes “against”, representing 3,7467 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0 votes was annulled.
Art. 6 By 96.2533% of the votes cast, it is approved to mandate the representative of the State in
the Ordinary General Meeting of Shareholders to sign the mandate contracts of the new members
of the Board of Directors elected in Article 2.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast
were recorded as follows:
− 2.630.262.880 votes “for”, representing 96,2533 % of the votes cast total;
− 102.385.214 votes “against”, representing 3,7467 % of the votes cast total;
− 0 votes “unexpressed”.
A number of 0 votes was annulled.
Art. 7 By 100 % from the votes cast, is approved the empowerment of the meeting’ Chairman to
sign the assembly’ decisions.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast were
recorded as follows:
− 2.732.648.094 votes “for”, representing 100 % of the votes cast total;
− 0 votes “against”;
− 0 votes “unexpressed”.
A number of 0 votes was annulled.
Art. 8 By 100% from the votes cast is approved the empowerment of the company’ general
director to sign the necessary documents regarding the registration of shareholders general
assembly’ decisions in Trade Register Office of Constanta Court and to conduct the formalities
regarding publishing these decisions.
With a turnout of 2.732.648.094 votes, representing 91,17 % of the voting rights total, the votes cast were
recorded as follows:
− 2.732.648.094 votes “for”, representing 100 % of the votes cast total;
− 0 votes “against”;
− 0 votes “unexpressed”.
A number of 0 votes was annulled.
Chairman of OIL TERMINAL S.A.’
Shareholders General Ordinary Assembly of 27.04.2023
Cristian- Florin GHEORGHE