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S.N.G.N. Romgaz S.A. AGM Information 2021

Jul 9, 2021

2289_iss_2021-07-09_1154cbd7-4445-425d-9810-dc8a4456fe36.pdf

AGM Information

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G.N. ROMGA MEDIAS 0 9. IUL. 2021 ITRARE IESIRE NR. 22491

Societatea Națională de Gaze Naturale Romgaz S.A. - Mediaș - România

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: July 9, 2021 Company name: Societatea Nationala de Gaze Naturale ROMGAZ S.A. 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: J32/392/2001 Subscribed and paid in share capital: 385,422,400 RON Regulated market where the issued securities are traded: Bucharest Stock Exchange (BVB), London Stock Exchange (LSE)

Significant events to be reported:

  • · Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of July 9, 2021 (OGMS);
  • · Approval of the extension of the mandate term for S.N.G.N. ROMGAZ S.A. Board of Directors by two (2) months as from the expiration date. S.N.G.N. ROMGAZ S.A. S.N.G.N. ROMGAZ S.A. BoD members were elected in the OGMS meeting held on March 11, 2021, mandate term being set at four (4) months.

The quorum conditions for the OGMS have been fulfilled according to the provisions of Article 15, paragraph 12 from S.N.G.N. ROMGAZ S.A. Articles of Incorporation and of Article 112, paragraph 1 from the Company Law no.31/1990.

Attached: Resolution no. 5 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on July 9, 2021

Capital social: 385.422.400 lei CIF: RO 14056826 Nr. Ord.reg.com/an : J32/392/2001 RO08 RNCB 0231 0195 2533 0001 - BCR Medias RO12 BRDE 330S V024 6190 3300 - BRD Medias

S.N.G.N. Romgaz S.A. 551130, Piața C.I. Motaș, nr.4 Mediaş, jud. Sibiu - România Telefon 004-0374-401020 Fax 004-0269-846901 E-mail [email protected] www.romgaz.ro

Societatea Națională de Gaze Naturale Romgaz S.A. - Mediaș - România

RESOLUTION NO. 5/July 9, 2021

of the Ordinary General Meeting of Shareholders Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.

Registered office: Medias, 4 Constantin Motas square, Sibiu County, Romania, registered with the Trade Register Office attached to Sibiu Law Court under no. J32/392/2001, fiscal code RO 14056826

The Ordinary General Meeting of Shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A joined in the meeting, at its first convening, of July 9, 2021, 1:00 pm (Romania time) at the S.N.G.N. ROMGAZ S.A. working point located in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5th floor, issues the following:

RESOLUTION

Article 1

Approves the extension of the mandate term for Societatea Nationala de Gaze Naturale ROMGAZ SA Board of Directors by two months from the expiration date, in compliance with the provisions of article 644, paragraph (5) GEO No. 109/2011 on corporate governance of public enterprises.

The resolution was approved with 277,817,628 votes representing 72.0813% from the sharecapital and 86.1234% from the total votes validly casted.

Article 2

Approves the template of the addendum to the contract of mandate that extends by two months the mandate term of Board members, according to the annex.

The resolution was approved with 277,817,628 votes representing 72.0813% from the sharecapital and 86.1234% from the total votes validly casted.

Article 3

Mandates the representative of the majority shareholder, the Ministry of Energy, to sign the addenda extending the term of Societatea Nationala de Gaze Naturale ROMGAZ SA Board of Directors contracts of mandate.

The resolution was approved with 277,817,628 votes representing 72.0813% from the sharecapital and 86.1234% from the total votes validly casted.

Capital social: 385.422.400 lei CIF: RO 14056826 Nr. Ord.reg.com/an : J32/392/2001 RO08 RNCB 0231 0195 2533 0001 - BCR Mediaș RO12 BRDE 330S V024 6190 3300 - BRD Mediaș

S.N.G.N. Romgaz S.A. 551130, Piața C.I. Motaș, nr.4 Mediaș, jud. Sibiu - România Telefon: 004-0374 - 401020 Fax: 004-0269-846901 E-mail: [email protected] www.romgaz.ro

Article 4

Authorises the Chairperson and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders.

The resolution was approved with 302,396,758 votes representing 78.4585% from the sharecapital and 93.7430% from the total votes validly casted.

This document was drafted on July 9, 2021, in 4 (four) copies.

CHAIRMAN OF THE MEETING DAN DRAGOS DRAGAN 7

SECRETARY OF THE MEETING CATALINA CARMEN CIOBANU

ANNEX

ADDENDUM NO

Made between:

Societatea Națională de Gaze Naturale ROMGAZ SA, a company managed in an one-tier system, having its headquarters at Medias, 4 Constantin Motas Square, Sibiu County, registered with the Trade Register Office of Sibiu Court under number J32/392/2001, fiscal code RO 14056826, IBAN Code RO08 RNCB 0231 0195 2533 0001 opened at BCR Medias, represented by Mr. ___________________________________________________________________________________________________________________________________________________________

and

Mr / Mrs born on County resident in
street _ no___ , building , apartment County
identified by ID series ________________________ on - __ personal identification
number as member of the Board of the Directors ("Board Member").

Whereas:

  • The provisions of Article 64^1, paragraph 5 of Government Emergency Ordinance no. 109/2011 on corporate governance of public enterprises;
  • The provisions of Article ____ of SNGN ROMGAZ SA Ordinary General Meeting of Shareholders Resolution no. __________________________________________________________________________________________________________________________________________________ mandate for Mr./Mrs.____________________________________________________________________________________________________________________;
  • Contract of Mandate no. Member;

The Company and the Board Member mutually agree to the following:

Sole Article

The term of the Contract of Mandate no. until

This Addendum is concluded on ________________________________________________________________________________________________________________________________________________ that it has received one copy upon signing.

The Company, by

Board Member