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

AGM Information Jun 6, 2025

2289_iss_2025-06-06_c54b7d9a-a5e4-4ba0-85bb-672bb2353c1d.pdf

AGM Information

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N.G.N. KUMGAZ
MEDIAS 0 6. IUN. 2025 INTRARE / IESIRE NR. Q2 3

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: June 6, 2025 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: 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:

• Request from the Ministry of Energy, on behalf of the Romanian State, as the major shareholder of S.N.G.N. Romgaz S.A., for supplementing the Agenda of the Ordinary General Meetive of Shareholders on June 27 (30), 2025

According with the provisions of art.83¹ letter b) of Law no. 24/2017, republished, and art. 234, paragraph 1 letter b) from A.S.F. Regulation no. 5/2018, S.N.G.N. Romgaz S.A. informs the market about the request received on June 6, 2025, from the Romanian State, as majority shareholder of the Company (owning 70.0071% of the share capital), represented by the Ministry of Energy, to supplement the Agenda of the Ordinary General Meeting of Shareholders convened on June 27 (30), 2025.

Following the above mentioned request, S.N.G.N. Romgaz S.A. Board of Directors will analyze the aforementioned request in order to make a decision.

Attached:

The request of the Ministry of Energy, on behalf of the Romanian State, no. 22367 from June 6, 2025

Chief Executive Officer, portionala oa OMGAZ" S.A. MEDIAS 12001000392326 1

Societatea Națională de Gaze Naturale Romgaz S.A.

T: 004-0374 - 401020 1: 004-0269-846901 E: [email protected]

  1. Medias Piata C.I. Motaş, nr.4 Jud. Sibiu – România Capital social: 3.854.224.000 lei CIF: RO 14056826 Nr.old.regionn: 450010003923366 Translation from the Romanian language

Government of Romania The Ministry of Energy Cabinet of Minister

To: Societatea Națională de Gaze Naturale Romgaz S.A. Mr. Dumitru CHISALITA - Chairman of the Bord of Directors

Considering:

  • the convening notice of the Ordinary General Meeting of Shareholders of Societatea Națională de Gaze Naturale Romgaz S.A., registered with the Ministry of Energy under No. 221279/C.A.P.S./ May 28, 2025, published on BVB and on the company's website;
  • the minutes of the meeting for the negotiation of the financial and non-financial performance indicators resulted from the 2023-2027 Governance Plan of SNGN Romgaz for members of the Board of Directors, and Officers;
  • Letter No. 867/5IB/May 13, 2025 of the Ministry of Energy, submitted to AMEPIP for prior opinion on the financial and non-financial performance indicators for members of the Board of Directors, and Officers;

Under the provisions of:

  • Article 13 item (6) of the Articles of Incorporation of Societatea Națională de Gaze Naturale Romgaz S.A..
  • Article 117 of Company Law 31/1990, republished, as subsequently amended and supplemented (Law 31/1990),
  • Article 105 of Law 24/2017 on issuers of financial instruments and market operations, republished, as subsequently amended and supplemented,

The Ministry of Energy, on behalf of the Romanian State, as shareholder holding 2,698,230,800 shares, representing 70.0071% of the company's share capital, hereby requests the agenda of the OGMS meeting of June 27 / 30, 2025 to be supplemented by the following items:

    1. Approval of the key financial and non-financial performance indicators of Officers and non-executive members of the Board of Directors resulting from the Governance Plan of S.N.G.S.A.T. In accordance with the minimum level established for the company pursuant to the Annex to the Order No. 651/2024 of the President of AMEPIP, and which shall form an annex to the mandate control of Officers and members of the Board of Directors of S.N.G.N Romgaz S.A.;
    1. Approval of the Addendum to the mandate contract to be concluded with the members of the Board of Directors in the form and content proposed by the Ministry of Energy.
    1. Approval of mandating the representative of the Romanian State shareholder through the Ministry of Energy in the Ordinary General Meeting of Shareholders to sign the Addendum to the Mandate Contract with the members of the Board of Directors.
    1. Approval of the integral component of the selection plan for vacant positions of members in the Board of Directors of S.N.G.N Romgaz S.A.
    1. Authorization of the Chairman of the Board of Directors of S.N.G.N Romgaz S.A. to sign the Resolution of the Ordinary General Meeting of Shareholders and to fulfill all and any of the formalities required by law for the registration and ensuring the enforceability against third parties of the Resolution adopted by the Ordinary General Meeting of Shareholders. The authorized person may driver to other persons the mandate regarding the fulfillment of the aforementioned formalities.

Please find below the following Draft Resolution:

Article 1. With a number of ........ votes ... representing ........... of the total number of votes cast, approves/ does not approve the key financial and non-financial performance indicators of the Officers and non-executive members of the Board of Directors resulting from the Governance Plan of S.N.G.N Romgaz S.A., in accordance with the minimum level established for the company pursuant to the Annex to the Order no. 651/2024 of the President of AMEPIP, and which shall form an annex to the mandate contracts of the Officers and members of the Board of Directors of S.N. G.N Romgez S.A.

Article 2. With a number of ........ votes ... representing ..... of the total number of votes cast, approves/does not approve the Addendum to the mandate contract of votes cast,
of the Board of Diractors in the form ond and ac of the Board of Directors in the Radenaum to the manuale Contract to be concluded

Article 3. With a number of ...................... votes ... representing ..... of the total number of votes cast, approves/does not approve the mandating of the representative of the Romanian State shareholder through the Ministry of Energy in the Ordinary General Meeting of Shareholders to sign the Addendum to the Mandate Contract with the members of the Board of Directors.

Article 4. With a number of ........ votes ... representing ..... of the total number of votes cast, approves/does not approve the integral component of the selection plan for votes cost,
in the Board of Directors of S.N.C.N.Romes of the selection plan for vacant positions in the Board of Directors of S.N.G.N Romgaz S.A..

Article 5. With a number of ..... votes ... representing ....... of the total number of votes cast, approves/does not approve the authorization of the Chairman of the Board of Directors of Street Cost,
Romogo S.A. to sign the Pasolution of the Chairman of the Board of Direc Romgaz S.A. to sign the Resolution of the Ordinary Che Sharman of The South of 'Directors' of S.N.G.N.
any of the formalities required by law for the raciders and to fulfill any of the formalities required by the registration and ensuring the enforceability and to fulfill and ensuring the enforceability against third parties of the Resolution adopted by the Ordinary General Meeting of Shareholders. The authorized person may delegate to other persons the oriental weeting of sharenders. The afformentioned formalities.

Best regards,

The Ministry of Energy

Sebastian loan BURDUJA

    • undecipherable signature - -

-- round stamp - the Ministry of Energys Government of Romania --

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