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S.N.G.N. Romgaz S.A.

Pre-Annual General Meeting Information Dec 2, 2025

2289_egm_2025-12-02_62bb5f3a-66fe-405b-9ddd-6ce865627ab7.pdf

Pre-Annual General Meeting Information

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S.N.G.N. ROMGAZ S.A. MEDIAS 0 2. DEC. 2025 INTRARE/IESIRE NR. 50 621

CURRENT REPORT

In compliance with Law no. 24/2017 regarding Issuers of Financial Instruments and Market Operations and A.S.F. Regulation no. 5/2018

Report date: December 2nd, 2025

Company name: Societatea Națională de Gaze Naturale ROMGAZ SA

Address: Medias, 4 Constantin I. Motas Square, Sibiu County - Romania, 551130

Phone/fax no: 004-0374-401020 / 004-0269-846901

Fiscal Code: RO14056826

LEI Code: 2549009R7KJ38D9RW354

Trade Register registration number: J2001000392326 Subscribed and paid in share capital: RON 3,854,224,000

Regulated market where the issued securities are traded: Bucharest Stock Exchange (BVB)

Significant event to be reported:

Supplemented Agenda for the Ordinary General Meeting of Shareholders of SNGN ROMGAZ SA convened on December 18 (19), 2025, 1:00 PM (Romania time)

Considering the request made by the Romanian State, as shareholder of SNGN ROMGAZ SA (owning 70.0071% of the share capital), represented by the Ministry of Energy, the Board of Directors, convened in meeting on December 2nd, 2025, approved the supplement of the agenda of the Ordinary General Meeting of Shareholders on December 18 (19), 2025 (OGMS) by adding four (4) new items.

The supporting documents for the new items on the agenda may be reviewed at ROMGAZ Correspondence Entry, as well as on the Company's website www.romgaz.ro, Investors Section - General Meeting of Shareholders.

The Supplement to the Convening Notice of the OGMS is to be published in the Official Gazette of Romania Part IV and in at least one widely-spread Romanian newspaper.

Attached: Supplement to the Convening Notice of the OGMS on December 18 (19), 2025

Chief Executive Officer, Răzvan POPESCUnala OA

SUPPLEMENT TO THE CONVENING NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS on December 18, 2025

The Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" – S.A., with the registered office in Medias, 4 Constantin Motas Square, Sibiu county, registered with the Trade Register Office of Sibiu Law Court under number J2001000392326, fiscal registration number RO 14056826, considering the request to supplement the agenda of the Ordinary General Meeting of Shareholders (OGMS) on December 18, 2025, made by the shareholder the Romanian State, represented by the Ministry of Energy, by letter no. 2737/BGI/27.11.2025, registered at S.N.G.N. ROMGAZ S.A. under no. 50210/28.11.2025, the provisions of article 105, paragraph (3) of Law no. 24/2017 on issuers of financial instruments and market operations and the provisions of article 1171, paragraph (1) of Company Law no. 31/1990, the agenda of the Ordinary General Meeting of Shareholders on December 18, 2025, initially published in the Official Gazette - Part IV, no. 5514 of November 17, 2025, in "Jurnalul National" daily newspaper no. 2035 of November 17, 2025, and the Company's web page (https://www.romgaz.ro/en/shareholder-meetings), as of November 17, 2025, will be supplemented as follows:

    1. Approve the form and substance of the addendum to the contracts of mandate of SNGN Romgaz SA Board members, appointed by OGMS Resolution No. 5/March 14, 2023 to implement the modifications to GEO No. 109/2011 on corporate governance of public companies, as amended by Law No. 158/2025, as proposed by the Ministry of Energy;
    1. Approve the form and substance of the addendum to the contracts of mandate of SNGN Romgaz SA Board members, appointed by OGMS Resolution No. 9/November 11, 2025 to implement the modifications to GEO No. 109/2011 on corporate governance of public companies, as amended by Law No. 158/2025, as proposed by the Ministry of Energy;
    1. Authorise the representative of the majority shareholder, the Ministry of Energy in the Ordinary General Meeting of Shareholders, to sign for and on behalf of SNGN Romgaz SA the addenda to the contracts of mandate, as proposed by the Ministry of Energy, of Board members appointed by OGMS Resolution No. 5/March 14, 2023;
    1. Authorise the representative of the majority shareholder, the Ministry of Energy in the Ordinary General Meeting of Shareholders, to sign for and on behalf of SNGN Romgaz SA the addenda to the contracts of mandate, as proposed by the Ministry of Energy, of Board members appointed by OGMS Resolution No. 9/November 11, 2025.

Therefore, the agenda of the Ordinary General Meeting of Shareholders on December 18, 2025, 1:00 pm (Romania time) that will take place at the S.N.G.N. ROMGAZ S.A. working point located in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5th floor, where only shareholders that are registered on December 8, 2025, ("Refference Date") in the Company Shareholder Registry, kept and issued by the Depozitul Central S.A, may attend and cast their vote, shall be the following:

AGENDA

  • Approve the form and substance of the addendum to the contracts of mandate of SNGN Romgaz SA Board members, appointed by OGMS Resolution No. 5/March 14, 2023, to implement the modifications to GEO No. 109/2011 on corporate governance of public companies, as amended by Law No. 158/2025, as proposed by the Ministry of Energy
  • Approve the form and substance of the addendum to the contracts of mandate of SNGN Romgaz SA Board members, appointed by OGMS Resolution No. 9/November 11, 2025, to implement the modifications to GEO No. 109/2011 on corporate governance of public companies, as amended by Law No. 158/2025, as proposed by the Ministry of Energy
  • Item 3 Authorise the representative of the majority shareholder, the Ministry of Energy in the Ordinary General Meeting of Shareholders, to sign for and on behalf of SNGN Romgaz SA the addenda to the contracts of mandate, as proposed by the Ministry of Energy, of Board members appointed by OGMS Resolution No. 5 /March 14, 2023
  • Item 4 Authorise the representative of the majority shareholder, the Ministry of Energy in the Ordinary General Meeting of Shareholders, to sign for and on behalf of SNGN Romgaz SA the addenda to the contracts of mandate, as proposed by the Ministry of Energy, of Board members appointed by OGMS Resolution No. 9/November 11, 2025
  • Item 5 Approve the Addendum No. 5 to the Contract of Mandate concluded with the Board members appointed by OGMS Resolution No. 5/March 14, 2023, as proposed by the Board of Directors
  • Item 6 Approve the Addendum No. 1 to the Contract of Mandate concluded with the Board members appointed by OGMS Resolution No. 9/November 11, 2025, as proposed by the Board of Directors
  • Item 7 Authorise of the representative of the majority shareholder, the Ministry of Energy, in the Ordinary General Meeting of Shareholders to sign for and on behalf of SNGN Romgaz SA the Addendum No. 5 to the contracts of mandate of Board members appointed by OGMS Resolution No. 5/March 14, 2023, as proposed by the Board of Directors
  • Authorise of the representative of the majority shareholder, the Ministry of Energy, in the Ordinary General Meeting of Shareholders to sign for and on behalf of SNGN Romgaz SA the Addendum No. 1 to the contracts of mandate of Board members appointed by OGMS Resolution No. 9/November 11, 2025, as proposed by the Board of Directors
  • Information regarding the transactions concluded by SNGN Romgaz SA with banking companies controlled by the Romanian State, during the period October 9, 2025 November 11, 2025, according to the provisions of art. 52, paragraph (3) of GEO No. 109/2011
  • Item 10 Authorise the Chairman of the meeting and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders

The templates of the special power of attorney and voting ballot by correspondence in updated form will be available at ROMGAZ Correspondence Entry and on the Company web page (https://www.romgaz.ro/en/shareholder-meetings), as from December 5, 2025.

The voting ballots by correspondence/special or general powers of attorney that are not received at ROMGAZ Registry Desk or by e-mail until December 16, 2025, 11:00 am (Romania Time) shall not be counted for establishing the existence/non-existence of the majority of validly cast votes in the OGMS.

Should the statutory quorum for convening the OGMS not be met on the first date, namely December 18, 2025 the OGMS shall be convened on December 19, 2025 at 1:00 pm (Romania Time), at the same venue and with the same agenda. In the event of a new convening, the Reference Date for identifying the shareholders entitled to attend and vote in the OGMS is the same, namely December 8, 2025.

CHAIRMAN OF THE BOARD OF DIRECTORS MARIUS-GABRIEL,NUT

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