S.N.T.G.N. Transgaz S.A. — AGM Information 2017

Aug 11, 2017

CURRENT REPORT according to the provisions of art. 122 of Law 24/2017

Date of report: 11 AUGUST 2017 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: 117,738,440 RON Regulated market on which issued securities are traded: Bucharest Stock Exchange.

REPORTED EVENTS

According to the laws on reporting to the capital market institutions, SNTGN TRANSGAZ SA notifies all shareholders and investors that the Extraordinary General Meeting of the Company's Shareholders was held on 11 August 2017, at the second convening, according to the provisions of Art. 117 of Law 31/1990 on trading companies, republished as further amended and supplemented, and of Art. 16 of the updated Articles of Incorporation.

We enclose to the Current Report

Resolution No. 5/11.08.2017 of the Extraordinary General Meeting of the Shareholders of SNTGN Transgaz SA.

RESOLUTION no. 5 of the Extraordinary General Meeting of the Shareholders of the National Gas Transmission Company TRANSGAZ S.A. Medias, issued on 11 August 2017

The Extraordinary General Meeting of the Shareholders of the National Gas Transmission Company TRANSGAZ S.A., open company, headquartered in Medias, 1 C.I. Motaș Square, Sibiu County, registered with the Sibiu Trade Register Office under number J/32/301/2000, tax identification code RO13068733, convened under article 117 of Companies Law 31/1990, republished, as further amended and supplemented, and under article 16 of the updated Articles of Incorporation, adopts today, in the meeting held on 10 August 2017, at the headquarters of the National Gas Transmission Company Transgaz S.A. of Medias, 1 C. I. Motaș Square, Sibiu County, the following:

RESOLUTION

Art.1. Does not approve the procurement of legal consultancy, representation and assistance services for the investigations and/or litigations related to and/or with the involvement of the European Commission through DG Competition.

Art.2. Approves the procurement of legal consultancy, assistance and representation services related to the European Commission's investigations initiated towards Transgaz and for the litigations which may arise from such investigations between Transgaz and the European Commission as parties.

Art.3.1. Approves the amendment of Art 15, point 3, (a1) of the Articles of Incorporation as follows:

(a1) negotiates and approves the financial and non-financial indicators, substantiated by the expectation letter and by the management plan approved by the Board of Administration.

Art.3.2. Approves the amendment of Art. 15, point 3, (b) of the Articles of Incorporation as follows: (b) appoints and revokes the members of the board of administration and the company's auditors.

Art.3.3. Approves the amendment of Art. 15, point 3, (d) of the Articles of Incorporation as follows: (d) determines the remuneration of the members of the Board of Administration and approves the general limits of the directors' remuneration, within the structure and limits prescribed by law; Approves the form of the mandate contract to be concluded with the members of the Board of Administration and appoints the person empowered to sign the mandate contracts with them.

Art.3.4. Approves the amendment of Art 18, point 1² of the Articles of Incorporation as follows:

1<sup>2</sup> In case of the vote by representation, the power of attorney may be submitted to the company headquarters, at least an hour before the meeting, or it may be sent by email, having incorporated, attached or logically associated the electronic signature.

Art.3.5. Approves the amendment of Art. 19 point 2.3 of the Articles of Incorporation as follows:

2.3 The board of administration is led by a chairman appointed by such board from its members. The chairman of the board of administration is not the Director General of SNTGN Transgaz S.A.

Art.4. Empowers the Director General of SNTGN Transgaz S.A. to sign the Articles of Incorporation updated according to this resolution.

Art.5. Sets the date of30 August 2017 as registration date for the shareholders subject to the Resolution of the Extraordinary General Meeting of the Shareholders.

Art.6. Empowers Mr. Petru Ion Văduva, as Chairman of the meeting, to sign the Resolution of the Extraordinary General Meeting of the Shareholders, and of Mr. Grigore Târsac, as Deputy 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 Extraordinary General Meeting of the Shareholders at the Trade Register Office attached to Sibiu Law Court.

Chairman of the meeting Petru Ion Văduva