S.N.T.G.N. Transgaz S.A. — AGM Information 2015

Apr 8, 2015

CURENT REPORT according to the provisions of Art. 224 of Law 297/2004 Date of report: 08.04.2015 Name of issuing entity: SNTGN TRANSGAZ SA MEDIAŞ Headquarters: Mediaş, 1 Constantin I. Motaş Square, Sibiu County Telephone/fax number: 0269803333/0269839029 Tax identification code: RO 13068733 Trade Register number: J32/301/2000 Subscribed and paid-up capital: RON 117,738,440 Regulated market on which issued securities are traded: Bucharest Stock Exchange.

COMPLETION OF THE CONVENING OF THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS

(according to the request of the Ministry of Economy, Trade and Tourism as majority shareholder of SNTGN Transgaz SA)

The Board of Administration of the National Gas Transmission Company TRANSGAZ S.A. headquartered in Medias, 1 C.I. Motas Square, Sibiu County, registered with the Trade Register Office attached to Sibiu Law Court under number J/32/301/2000, VAT Code RO13068733, according to CompaniesLaw no. 31/1990, as further amended and supplemented, and to the provisions of art.16 of the updated Articles of Incorporation of S.N.T.G.N. TRANSGAZ S.A., at the request of the Ministry of Economy, Trade and Tourism, as majority shareholder (58,5097% share of the social capital), by Letter **No.1266/08.04.2015, under Art. 117^¹ of Companies Law No. 31/1990**, as further amended and supplemented, completes the agenda of the Ordinary General Meeting of the Shareholders, published initially in the Official Journal of Romania, Part IV, No. 1619/26.03.2015 and in the Bursa newspaper issue 58 of 25.03.2015 as follows:

CONVENES

1. The establishing of the income and expense budget of SNTGN Transgaz SA according to the shape and content approved in the Government Resolution No.237/2015 on the approval of the 2015 income and expense budget of SNTGN Transgaz SA, under the authority of the Ministry of Economy, Trade and Tourism.

Therefore, the Ordinary General Meeting of the Shareholders of 27 April 2015, 10⁰⁰ a.m. to take place in Motas Hall, at the headquarters of the company located in Medias, 1 C.I. Motas Square, the county of Sibiu, in which only the persons having the quality of shareholders, meaning they are registered with the registry of the company's shareholders at the end of the day of 16 April 2015, are entitled to participate and to vote, will have the following agenda:

AGENDA:

• 1. Approval of the documents related to the procurement of the land ownership certificates for the lands associated to the premises of the Sf. Gheorghe GMS, Rasnov GMS, Predeal GMS, Fieni GMS and Covasna GMS owned by SNTGN TRANSGAZ SA Medias, according to the provisions of Government Resolution No. 834/1991 on the establishment and evaluation of lands owned by state owned companies, as further amended and supplemented.
• 2. Approval of the Rules of procedure and organization of TRANSGAZ's Board of Administration.
• 3. Approval of the annual financial statements (statement of financial position, statement of comprehensive income, statement of equity changes, statement of cash flows, notes to the financial statements) of SNTGN TRANSGAZ SA for financial year 2014, prepared according to the International Financial Reporting Standards adopted by the European Union and approved by OMPF 1286/2012.
• 4. Presentation of the Report issued by the Board of Administration of SNTGN TRANSGAZ SA on the activity performed in 2014.
• 5. Presentation of the annual report on the sponsorship granted by the company in 2014.
• 6. Approval of the gross dividend per share in amount of RON 21.80/share for financial year 2014, and of the date of 15 July 2015 as date for the beginning of dividend payment.
• 7. Presentation of the Financial Audit Report on the annual financial statements ended by SNTGN TRANSGAZ SA on 31 December 2014.
• 8. Approval of the 2014 net profit allocation proposal.
• 9. Presentation of the report of the Nomination and Remuneration Committee on the remunerations and other benefits granted to the administrators and directors in financial year 2014.
• 10. Approval of the administration discharge of the administrators for the activity performed in 2014.
• 11. The establishing of the income and expense budget of SNTGN Transgaz SA according to the shape and content approved in the Government Resolution No.237/2015 on the approval of the 2015 income and expense budget of SNTGN Transgaz SA, under the authority of the Ministry of Economy, Trade and Tourism.
• 12. Setting the date of 10 July 2015 as registration date for the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders, according to the applicable laws.
• 13. Setting the date of 9 July 2015 as ex date, according to the applicable laws.
• 14. Setting the date of 15 July 2015 as payment date.
• 15. Empowerment of Mr. Ion Sterian, as Chairman of the Board of Administration, to sign the Resolution of the Ordinary General Meeting of the Shareholders and of Mr. Petru Ion Văduva, as Director-General of S.N.T.G.N. TRANSGAZ S.A., to sign the necessary documents for the registration and publication of the Resolution of the Ordinary General Meeting of the Shareholders at the Trade Register Office attached to Sibiu Law Court.

The form of the power of attorney, the form of vote by correspondence, the draft OGMS Resolution amended and the documents and materials for the meeting and related to point 11 included on the agenda of the Ordinary General Meeting of the Shareholders are available in soft copy on the company's website (www.transgaz.ro), the link Investors Information/G.M.S., in Romanian and in English, as of 15 April 2015.

Chairman of the Board of Administration

Ion Sterian