S.N.T.G.N. Transgaz S.A. — AGM Information 2016

Aug 12, 2016

CURENT REPORT according to Art. 224 of Law 297/2004 Date of report: 12 August 2016 Name of issuing entity: SNTGN TRANSGAZ SA MEDIAŞ Headquarters: Mediaş, 1 Constantin I. Motaş Square, Sibiu County Telephone/fax number: 0269 803333/0269 839029 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.

CONVENING

The Board of Administration of the National Gas Transmission Company TRANSGAZ S.A. headquartered in Medias, 1 C.I. Motas Square, Sibiu County, registered under number J/32/301/2000 with the Trade Register Office attached to Sibiu Law Court, VAT No. RO13068733, according to Companies` Law no. 31/1990, as amended, to Law no. 297/2004 on the capital market, as amended, to Regulation no. 6/2009 of the National Securities Commission on the exercise of shareholders' rights within the general meetings of the trading companies, as amended, and to the provisions of art.16 of Transgaz' updated Articles of Incorporation, convened for the meeting on 11 August 2016,

CONVENES

The ORDINARY GENERAL MEETING OF THE SHAREHOLDERS on 19 September 2016, 10⁰⁰ a.m., to take place in Motas Hall, at the headquarters of the Company located in Medias, no. 1 C.I. Motas Square, the county of Sibiu, in which only the persons attending the meeting in their capacity as shareholders, meaning they are registered with the registry of the Company's shareholders on 8 September 2016 COB, are entitled to participate and to vote, with the following agenda:

I. THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS (GOMS)

• 1. Presentation of the Report issued by Transgaz' Board of Administration for the first semester 2016
• 2. Presentation of the Report issued by Transgaz' Board of Administration for the first semester 2016 on Transgaz' procurement of assets, services and works amounting to over EURO 500,000/procurement (for procurement of assets and services) and to EURO 100,000/procurement (for services) for Q2 2016
• 3. Setting the date of 6 October 2016 as registration date for the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders, according to the applicable laws.
• 4. Empowerment of Mr. Ion Sterian, in his capacity 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 Transgaz, to sign the necessary documents for the registration and publication thereof at with the Trade Register Office attached to Sibiu Law Court.

If the meeting is not quorate at the abovementioned date, the Ordinary General Meeting of the Shareholders and the Extraordinary General Meeting of the Shareholders will be held on 20

September 2016, 10:00 a.m., in Motaș Hall, at the headquarters of the Company located in Medias, 1 C.I Motaș Square, Sibiu County, with the same agenda.

The proposed registration date of the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders to be set by the OGMS according to the applicable laws, is 6 October 2016.

The draft resolution of the OGMS is 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 19 August 2016.

The documents and materials for the meeting are available as follows:

• the documents and materials for the meeting related to points 1-2 under 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 19 August 2016;

The forms related to the Special and the General Power of Attorney 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 19 August 2016.

The shareholders representing, solely or collectively, at least 5% of the company's share capital are entitled:

• to submit items to the agenda of the general meeting, provided that every item is supported by reasoning or by a draft resolution proposed to be adopted by the general meeting, within no more than 15 days from the publication of the convening, i.e. 1 September 2016, the latest;
• to present draft resolutions for the items included or proposed to be included on the agenda of the meeting, within no more than 15 days from the publication of the convening, i.e. 1 September 2016, the latest;
• the abovementioned rights may be exercised only in writing, sent by courier, to fax number 0269-803.412, or to the e-mail address: secretariat.ca\_aga@transgaz.ro, for the attention of Mrs. Claudia Elena Szasz.

If by exercising the right to submit items to the agenda of the general meetings of the shareholders the agenda under the published convening is amended, the Company shall take all necessary actions to republish the convening with the revised agenda before the reference date of 8 September 2016. Every shareholder may make inquiries about the items under the agenda of the general meeting of the shareholders to be addressed to the General Meeting of the Shareholders Secretariat at the Company's headquarters in Medias, 1 C.I. Motaș Square, the ground floor, room 4, for the attention of Mrs. Claudia Elena Szasz, by courier, to fax number 0269-803.412, or to the e-mail address: secretariat.ca\_aga@transgaz.ro. For identification purposes, the persons addressing such questions shall submit together with their request for information copies of the documents certifying their identity.

The answers to the questions shall be provided in writing and shall be published on the Company's website (www.transgaz.ro), the link Investors Information/G.M.S.

The shareholders registered by the reference date may vote by correspondence, prior to the general meeting, by using the form of vote by correspondence available as of 19 August 2016, on the Company's website at www.transgaz.ro, the link Investors Information/G.M.S., in Romanian and in English.

The forms of vote by correspondence shall be filled in and signed by the shareholders - natural persons and accompanied by a certified true copy of the identity card signed by the holder thereof / filled in and signed by the legal representative of the shareholder - legal person, accompanied by the official document certifying the capacity as legal representative. The capacity as shareholder and in the case of legal persons or entities without legal personality, the capacity as legal representative is acknowledged based on the list of shareholders at the reference / registration date as received from Depozitarul Central.

If the data on the capacity as legal representative was not updated with Depozitarul Central by the shareholder - legal person by the reference date, the capacity as legal representative shall be proven based on the certificate of company details issued by the Trade Register, as a true copy, or on any other document certifying the capacity as legal representative issued by a competent authority of the state where the shareholder is legally registered, , at least 3 months before the publishing date hereof.

The forms of vote by correspondence and the supporting legal documents shall be delivered in original, in Romanian or in English, by courier, to the headquarters of the Company located in Medias, 1 C.I. Motas Square, by 16 September 2016, 3.00⁰⁰ p.m., to the General Meeting of the Shareholders Secretariat at the headquarters in Medias, 1 C.I. Motaș Square, the ground floor, room 4, for attention of Mrs. Claudia Elena Szasz, or electronically signed with an extended electronic signature, according to Law 455/2001 on electronic signature, by e-mail at secretariat.ca_aga@transgaz.ro, subject to the sanction under Art. 125, paragraph 3 of Companies` Law 31/1990, republished as amended.

Only the shareholders registered by the reference date of 8 September 2016 may attend and vote during the meeting, in person or by their representatives, based on a special or general Power of Attorney, according to the applicable laws. The capacity as shareholder and, in the case of legal persons or entities without legal personality, the capacity as legal representative is acknowledged based on the list of shareholders at the reference / registration date received from Depozitarul Central.

The Special Power of Attorney, in original, signed and stamped, as appropriate, and the signed General Power of Attorney, in copy, mentioning, under the representative`s signature that it is a true copy and accompanied by an affidavit in original signed and, where appropriate, stamped, made by the legal representative of the intermediary or by the lawyer who received power of representation by the general attorney, indicating that the power is given by that shareholder as a customer, intermediary or, where appropriate, lawyer's power of attorney signed by the shareholder, including by the attachment of extended electronic signature, if any, and the mandate received by order of the Ministry of Economy, Trade and Relations with the Business Environment for the participation of the state's representatives in the General Meeting of the Shareholders, in original, shall be submitted in Romanian or in English, before the date of the general shareholders' meeting, at the headquarters of the Company located in Medias, 1 C.I. Motaş Square, Sibiu County, the ground floor, room 4, or signed electronically by extended electronic signature, according to the provisions of Law no. 455/2001 on electronic signatures, by e-mail to the address secretariat.ca\_aga@transgaz.ro under the sanction provided in Art. 125 paragraph 3 of Companies' Law no. 31/1990, republished, as amended or to General Meeting of the Shareholders Secretariat at the date of the general shareholders' meeting.

For additional information please contact us at telephone 0269-803.056, fax 0269-803.412, or at the email address: secretariat.ca\_aga@transgaz.ro.

Chairman of the Board of Administration

Ion Sterian