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FORM FOR VOTING BY CORRESPONDENCE(updated)
for the Extraordinary General Meeting of the Shareholders (EGMS)of
S.C. Oltchim S.A. Rm. Valcea of the 07th (08th) of December 2011
The undersigned ...... (name, first name of the shareholder, natural person or of the legal representative of the shareholder, legal person), as legal representative of ...... (to be filled in only for the shareholders legal persons) identified as a shareholder in the Shareholders’ Register by CI/BI/passport/CUI ...... having the residence/head office at ...... , being the holder of ……………...... shares, representing ...... % from the total of 343.211.383 shares issued by S.C. OLTCHIM S.A RM.VALCEA, which grant me the right to …..…….... votes in the Extraordinary General Meeting of the Shareholders representing ...... % from the total of 343.205.203 voting rights, being aware of the agenda of the Extraordinary General Meeting of the Shareholders of Oltchim S.A. Rm.Valcea that will take place on the December 07,2011, 12:00 a.m. , at the company head office or on the December 08,2011, at the same hour and in the same place, in case the first one could not take place at the first convocation, as well as of the documentation made available by the company, understand to participate and to exercise by correspondence my voting rights corresponding to my shareholding registered at the Shareholders’ Register, at the reference date November 28,2011, on the points of the agenda of this Extraordinary General Meeting of the Shareholders, as follows:
1.To amend article 16 of the constitutive act of Oltchim(competence of extraordinary general meeting of the shareholders) by inserting the following two paragraphs:
“(4) The sales of an Oltchim product to intermediaries is limited in a year to 5% of the sales volume registered in the previous year for the respective product, the remaining having to be sold directly to final clients. Any agreements to be concluded with intermediaries exceeding the above 5% threshold needs to be approved by the extraordinary general meeting of the shareholders.
(5) The conclusion of the sale and purchase agreements with company located in tax heavens, such as Cyprus, Switzerland, Cayman Islands, etc, needs to be approved by the extraordinary general meeting of the shareholders. Without prejudice to other provisions in this constitutive act, for the purpose of this paragraph, the approval for the conclusion of an agreement with one specific supplier is considered given by the extraordinary general meeting of the shareholders for all the other agreements concluded with that relevant supplier in the current year.”
For ...... Against ...... Abstain ......
2. Approval for:
(i) Establishment by OLTCHIM, in favor of SC Linde Gaz Romania SRL, for a period of 15 (fifteen) years of a superficies right to the built-up area with a total measured area of 21.401 square meters, located within Bradu village, Arges county, identified with cadastral number 1242/9 registered in in the Land Registry no. 81197 of the Bradu village, owned by Oltchim in order to operate, maintain and/or modernize the air separation units, owned by Linde Gaz Romania with the aim to execute the Supply Contracts concluded between Oltchim and Linde Gaz Romania SRL;
(ii) Empowering of Mr Constantin Roibu-General Director and Mr Mandica Vasile -Economic Director to sign in name and on behalf of Oltchim, in front of a public notary, the contract that sets up the right of superficies in favor of Linde Gaz Romania and all the other documents underlying the establishment of this right.
For ...... Against ...... Abstain ......
3.Approval of December 23, 2011,as the registration date, under art.238, paragraph 1 ofLaw297/2004 regarding thecapital market toidentify the shareholderswho are affected bydecisionstakenin EGMS onDecember 07/08,2011.
For ...... Against ...... Abstain ......
Date ……………………
……………………………………….. ……......
(name, first name of the shareholder natural person or of the legal representative of the shareholder legal person, with capital letters )
…………………………… ......
(the signature of the shareholder, natural person or of the legal representative of the shareholder, legal person and the stamp)
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