Model de procura speciala de reprezentare AGAO 30 04 2010 _2_ ...

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Special power of attorney for representation in the General Ordinary Assembly of the Shareholdes of S.C. Rompetrol Rafinare S.A. as of 30.04.2010 – first calling (namely 03.05.2010 – second calling) Within the General Ordinary Assembly of Shareholders as of April the 30th, 2010 (namely, May the 3rd, 2010 – the second convening), Mr.(Mrs.) _____________________________________________ (Name and surname of the representative) will exercise the voting right attached to my securities registered in the Company’s Shareholders Registry kept with Depozitarul Central SA at the end of April 22 nd , 2010 (reference date), as follows: 1. Discussion on and approval of the individual annual financial statements as of December the 31 st , 2009, drafted in accordance with the Order of the Ministry of Finances no. 1752/2005, as subsequently amended, based on the Report of the Board of Directors drafted in accordance with the provisions of the National Securities Commission’s Regulation no. 1/2006, as subsequently amended, and the Report of the Financial Auditor. Vote for ____________ Vote against ____________ Abstention ____________ 2. Discussion on and approval of the consolidated annual financial statements as of December the 31 st , 2009 (including the statements of Rompetrol Rafinare S.A. and subsidiaries: Rompetrol Petrochemicals S.R.L., Rompetrol Downstream S.R.L., Rom Oil S.A., Rompetrol Quality Control S.R.L., Rompetrol Logistics S.R.L. (jointly with the subsidiary Rompetrol Gas S.R.L.), drafted in accordance with the International Financial Reporting Standards (IFRS), based on the Report of the Board of Directors and the Report of the Financial Auditor. Vote for ____________ Vote against ____________ Abstention ____________ 3. Approval of the Company’s directors’ discharge of duty for the activity carried out throughout 2009 financial year, subject to the presented reports. Vote for ____________ Vote against ____________ Abstention ____________ 4. Approval of the Company’s incomes and expenses budget and activity schedule for 2010, including the 2010 investments’ plan. Vote for ____________ Vote against ____________ Abstention ____________ 5. Election of two members of the Board of Directors for a mandate of 4 years, following the termination Mr. Alexandru Nicolcioiu director’s mandate and the resignation of Mrs. Doina-Elena Penu. Vote for ____________ Vote against ____________ Abstention ____________ Resolution on Mrs. Doina-Elena Penu’s discharge of duty for the period 01.01.2010 – 30.04.2010 that will take place upon the approval of the Company’s financial statements for the 2010 financial year. 2
Special power of attorney for representation in the General Ordinary Assembly of the Shareholdes of S.C. Rompetrol Rafinare S.A. as of 30.04.2010 – first calling (namely 03.05.2010 – second calling) Vote for ____________ Vote against ____________ Abstention ____________ 6. Settlement of the 2010 financial year remuneration due to the members of the Board of Directors. Vote for ____________ Vote against ____________ Abstention ____________ 7. Designation of Mr. Vasile Cosmin Turcu, General Manager of the Company, for signing in the name and on behalf of the shareholders the resolutions following to be adopted by the General Ordinary Assembly and fulfilling all the legal formalities in order to execute and register the adopted resolutions, subject to the possibility to sub-appoint third parties to this effect. Vote for ____________ Vote against ____________ Abstention ____________ 8. Approval of the date of May the 18 th , 2010 as registration date for identifying the shareholders affected by the resolutions following to be adopted. Vote for ____________ Vote against ____________ Abstention ____________ The undersigned, hereby grant voting power to the aforementioned representative appointed to protect my interests and in relation to the any issue whatsoever that was not identified and included on the agenda up to the present date, the vote thus expressed by my representative being fully opposable to me. This power of attorney was concluded in 3 (three) original counterparts, out of which one counterpart will be filled with/transmitted to the Company’s headquarters (Constanta, Drumul Judetean 226, km 23, Constanta county) until April 28 th , 2010, 11.00 o’clock, otherwise being subject to the loss of exercise by means of representative of the voting right in the general assembly, as per the provisions of the law. Date: _____________ ____________________________________ (Signature of the natural person-shareholder or legal representative of the legal person-shareholder and stamp of the legal person-shareholder) ____________________________________________________________________________ (Name, surname of the natural person-shareholder or legal representative of the legal person-shareholders, written in print and with capital letters) Note: * the position of the legal representative of the legal person-shareholder will be also mentioned. 3
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Model de procura speciala de reprezentare AGAO 30 04 2010 _2_ ...

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