Pre-Annual General Meeting Information • Sep 11, 2025
Pre-Annual General Meeting Information
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In compliance with Law no. 24/2017 regarding Issuers of Financial Instruments and Market Operations and F.S.A. Regulation no. 5/2018
Report date: September 11, 2025 Company name: Societatea Națională 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)
• Convening of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on October 20 (21), 2025, 1:00 PM (Romania time)
In compliance with Company Law no. 31/1990, Law no. 24/2017 on Issuers of Financial Instruments and Market Operations and F.S.A. Regulation no. 5/2018 on Issuers of Financial Instruments and Market Operations, S.N.G.N. ROMGAZ S.A. convenes the Company's shareholders at the Extraordinary General Meeting of Shareholders (EGSM) on October 20 (21), 2025.
The Reference Date for identifying the shareholders entitled to attend and vote in the EGSM is October 10, 2025.
Informational documents related to the EGSM Agenda will be available starting with September 18, 2025, at ROMGAZ Correspondence Entry, as well as on the company's website www.romgaz.ro, at Investors Section - General Meeting of Shareholders.
The Convening of the EGSM was approved by S.N.G.N. ROMGAZ S.A. Board of Directors on September 11, 2025. The Convening Notice of the EGSM is to be published in the Official Gazette of Romania Part IV and in at least one widely spread Romanian newspaper.
EGSM Convening Notice on October 20 (21), 2025 Resolution of the Board of Directors no. 70 from September 11, 2025
Chief Executive Officer, Răzvan POPESCU MEDICAL S.A. MEDIAS 12001000 000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000

Societatea Națională de Gaze Naturale "ROMGAZ" SA
T: 004-0374 - 401020 F: 004-0269-846901 E: [email protected]
551130, Medias Piata C.I. Motaş, nr.4 Jud. Sibiu – Romania
Capital social: 3.854.224.000 lei CIF: RO 14056826 Nr.ord.reg.com. 12001000392326

The Board of Directors of SNGN "ROMGAZ" = SA, a company managed in an one-tier system, incorporated and operating under the laws of Romania, registered with the Trade Register Office of Sibiu Court under number J2001000392326, fiscal code RO 14056826, having its headquarters at Medias, 4 Constantin Motas Square, Sibiu County, and a subscribed and paid share capital of RON 3,854,224,000 (hereinafter referred to as "ROMGAZ" or the "Company"),
the Extraordinary General Meeting of Shareholders (EGMS) on October 20, 2025, at 13:00 (Romania Time) at the S.N.G.N. ROMGAZ S.A. working point located in Bucharest, Sector 1, 59. Grigore Alexandrescu Street, 5th floor, having the following:
Only shareholders who are registered as S.N.G.N. ROMGAZ S.A. shareholders on October 10, 2025 (the "Reference Date") in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A. (Central Depositary) may attend and cast their votes in EGMS.
Informational documents related to the items of the EGMS agenda, the draft of resolutions proposed to be adopted by EGMS shall be available as of September 18, 2025, on working days, at the registry desk of the Company's headquarters located in Medias, 4 Constantin Motas Square, Sibiu County, Romania, postal code 551130 ("ROMGAZ Correspondence Entry") as well as on the website of the Company (https://www.romgaz.ro/en/shareholder-meetings). ROMGAZ Correspondence Entry is open every working day, between 7:30 am \$ 3:30 pm (Romania time). The shareholders of the Company may obtain, upon request, copies of the documents related to the items included on the EGMS agenda.
One or more shareholders representing, individually or jointly, at least 5% of the share capital of
the Company may demand, through a request submitted to the Board of Directors of the Company:
The request to add new items on the agenda of the EGMS shall be made in writing and is required to cumulatively fulfil the following conditions:
GENERAL MEETING OF SHAREHOLDERS OF OCTOBER 20, 2025".
The request for EGMS approval of draft resolutions for the items included on the agenda of EGMS shall be in writing, and is required to cumulatively fulfill the following conditions:
a) to include the last and first name, the identity card type, serial number and number, permanent residence or residence, as the case may be, and citizenship of the shareholder, if the request is filed by a shareholder, natural person, or the name, registered office address, the shareholder registration number and the institution/public authority where the shareholder, legal entity, has applied to obtain the legal status, if the request is filed by a shareholder acting as legal entity;
Starting with October 9, 2025 the requests to add one or more additional items on the EGMS agenda, as well as the requests to submit for approval of the EGMS resolution drafts for the items included on the EGMS agenda may be reviewed at ROMGAZ Correspondence Entry or at (https://www.romgaz.ro/en/shareholder-meetings).
Company shareholders may address questions and request an answer to such questions related to items on the EGMS agenda.
The application requesting an answer to the addressed questions related to the EGMS agenda, shall be made in writing and it is required to cumulatively fulfil the following conditions:
representative files the application to receive an answer to the questions related to the EGMS agenda, on behalf and on account of the shareholders;
g) to be sent to and registered at ROMGAZ Correspondence Entry, in Romanian or English, by any type of courier service with proof of delivery, or by e-mail with qualified electronic signature or advanced electronic signature according to Law no. 214/2024 on using the electronic signature, time stamps, and the provision of trust services, at [email protected] by October 14, 2025, 3:30 pm (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF OCTOBER 20, 2025".
Shareholders registered on the Reference Date in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A. may attend the EGMS and may vote:
The special power of attorney form:
a) will be available, in Romanian and English, as from September 18, 2025 at ROMGAZ Correspondence Entry and on the Company's webpage (https://www.romgaz.ro/en/shareholder_ meetings);
The general power of attorney will be awarded by the shareholder acting as client, only to an agent as it is defined under Art. 2, Par. 1, point 19 of Law No. 24/2017 on issuers of financial instruments and market operations, or to an attorney-at-law.
If the representative of the shareholders is a credit institution providing custodial services, it may participate and vote in the GMS if it gives an affidavit, signed by the credit institution's legal representative, stating:
The special powers of attorney, the general powers of attorney and the affidavits of the credit institutions providing custodial services for one or more shareholders shall be transmitted/submitted in original copy, in Romanian or English the shareholder or by the credit institution, as the case may be, to ROMGAZ Correspondence Entry by any form of courier service with proof of delivery no later than October 18, 2025, 11:00 am (Romania Time), in sealed envelope, clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF OCTOBER 20, 2025".
The special powers of attorney, the general powers of attorney and the affidavits of the credit institutions providing custodial services for one or more shareholders, may be also sent by e-mail to the company at: [email protected] with qualified electronic signature or advanced electronic signature according to Law no. 214/2024 on using the electronic signature, time stamps, and the provision of trust services, no later than October 18, 2025, 11:00 am (Romania Time).
The capacity as legal representative may be also proved by providing an excerpt issued by the
Trade Register (or by another institution of similar authority of the resident country of the shareholder being a foreign legal person), in original or certified true copy, in case the shareholder did not provide, for whatever reason, appropriate information on his or her legal respresentative, to Depozitarul Central SA/participant, within 3 months from the date of his or her appointment/replacement.
Documents proving the capacity as legal representative, prepared in a foreign language other than English, will be accompanied by their certified translation into Romanian or English.
The shareholders of the Company may vote by correspondence, prior to EGMS, by using the voting ballot form for the vote by correspondence (the "Voting Ballot").
The Voting Ballot:
The Voting Ballots shall be transmitted as original copies, in Romanian or English, to ROMGAZ Correspondence Entry, by any form of courier service with proof of delivery, or by e-mail at: [email protected], with qualified electronic signature or advanced electronic signature according to Law no. 214/2024 on using the electronic signature, time stamps, and the provision of trust services, no later October 18, 2025, 11:00 am (Romania Time), clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF "OCTOBER 20, 2025".
If new items are added on the Agenda, after publishing the Convening Notice, the templates of the special power of attorney and Voting Ballot will be available at ROMGAZ Correspondence Entry and on the Company web page (https://www.romgaz.ro/en/shareholder-meetings), as of October 9, 2025.
The Voting Ballots/ special or general powers of attorney which are not received at ROMGAZ Correspondence Entry or by e-mail until October 18, 2025, 11:00 am (Romania Time) shall not he counted for establishing the existence / non-existence of the majority of validly case votes in the EGMS.
In case the agenda is supplemented/ updated and the shareholders do not submit their updated power of attorney and/or Voting Ballots, the special power of attorney and the Voting Ballots submitted prior to supplementation/update of the agenda shall be taken into account, only for the items included in the initial agenda, also included in the supplemented/updated agenda, for which they were issued.
Shareholders access in the meeting room, authorized to attend the EGMS, is allowed based on simple proof of identity, as follows:
together with the special or general power of attorney.
Should the statutory quorum for convening the EGMS not be met on the first date, namely October 20, 2025 the EGMS shall be convened on October 21, 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 EGMS is the same, namely October 10, 2025.
The rules established in this Convening Notice for organizing the EGMS meeting on October 20, 2025, shall be supplemented by legal provisions applicable to public companies whose shares are traded on the securities market.
In case of conflict between the rules established in this convening notice and the legal provisions, the legal provisions applicable to public companies whose shares are traded on the securities market shall be applied.
Personal data collected by the Company directly from shareholders and/or their representatives, and indirectly from Depozitarul Central S.A. for the EGMS meeting on October 20, 2025, are processed to identify the persons entitled to exercise their rights as shareholders as regards the meeting and for establishing the resolutions adopted by the Extraordinary General Meeting of Shareholders on October 20, 2025.
Additional information on processing personal data of shareholders and shareholder's representatives, natural persons, may be found by reviewing the Information Notice on processing of personal data, on the Company's webpage (https://www.romgaz.ro/en/shareholder-meetings) for the Extraordinary General Meeting of Shareholders on October 20, 2025.
Additional information may be obtained from the Secretariat Office of the General Meeting of Shareholders and the Board of Directors, phone 0040 374 401643, and on the Company's web page (https://www.romgaz.ro/en/shareholder-meetings).
| CHAIRMAN OF |
|---|
| THE BOARD OF DIRECTORS |
| DUMITRU CHISALITĂ |

The Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. issues the following:
Article 1
In accordance with provisions of Article 117 (1) of Company Law No. 31/1990, republished, as subsequently amended and supplemented and of Article 13 (1) of Articles of Incorporation of Societatea Nationala de Gaze Naturale "ROMGAZ"- S.A., updated, the Board of Directors decides upon the following:
CHAIRMAN OF THE BOARD OF DIRECTORS DUMITRU CHISĂLIȚĂ
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