NET ASSETS HAVE FALLEN TO LESS THAN HALF OF THE VALUE OF THE SUBSCRIBED SHARE CAPITAL Rompetrol Rafinare, warned by the ASF that it is liable to be dissolved

The Financial Oversight Authority (ASF) has warned Rompetrol Rafinare (RRC) that is it at risk of being dissolved, as per the provisions of art. 15324 of the Law no. 31/1990 concerning commercial companies and has asked it to decide the necessary measures and to inform investors about the situation, according to a reply sent to "BURSA".

According to the Law no. 31, "if the board of directors, or the directorate, respectively, find that following losses, set through the annual financial statements approved according to the law, the company's net assets, calculated as the difference between its total assets and its debts has decreased to less than half of its subscribed share capital, it will immediately summon the extraordinary general shareholder meeting to decide whether the company needs to be dissolved".

Rompetrol Rafinare has a share capital of 4,410,920,572 lei, and at the end of 2015, the difference between the total assets and the total current liabilities was 1,806,972,148 lei, less than half of the share capital.

Despite being in this situation, Rompetrol Rafinare did not convene the General Shareholder Meeting right away. It did not convene it at all. Therefore, Rompetrol Rafinare did not comply with the Law no. 31.

The problem is that the Law no. 31 also stipulates that, "if the extraordinary general shareholder meeting isn't convened according to the provisions of paragraph (1) or if the extraordinary general shareholder meeting has been unable to make a valid decision on the second convening either, any concerned person may address the courts to ask for the dissolution of the company".

Upon the request of the "BURSA" newspaper, the representatives of the ASF sent us the following reply: "The ASF has warned the company concerning the applicability of the provisions of art. 153'24 of the Law no. 31/1990 concerning commercial companies (both concerning their obligations as well as the potential effects which follow from the applicability of this article), and in that regard have requested the decision to take the appropriate measures and the appropriate information of investors.

The situation is currently monitored by the ASF, and depending on the manner of its resolution, the necessary measures will be taken in order to ensure the compliance with the rights of shareholders".

For now, RRC has not sent any notice to the BSE on the matter. Also, by the time our newspaper had left for the printers, Rompetrol Rafinare had not sent us its opinion.

In May 2016, the DIICOT placed under official receivership 3 billion lei in goods and shares of "KazMunayGaz International NV" (formerly The Rompetrol Group NV), "Oilfield Exploration Business Solutions" (formerly "Rompetrol") and "Rompetrol Rafinare", in a new case against "Rompetrol", severed from the lawsuit brought in 2006, against Dinu Patriciu and several other individuals.