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

Dec 12, 2017

CURRENT REPORT

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

Date of report: 12 decembrie 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 Ordinary General Meeting and the Extraordinary General Meeting of the Company's Shareholders were held on 12 December 2017, at the second convening, as convened 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 hereby enclose

• Resolution No. 9/12.12.2017 of the Ordinary General Meeting of the Shareholders of the National Gas Transmission Company TRANSGAZ S.A.
• Resolution No. 10/12.12.2017 of the Extraordinary General Meeting of the Shareholders of SNTGN Transgaz SA.

RESOLUTION NO. 9 of the Ordinary General Meeting of the Shareholders of the National Gas Transmission Company TRANSGAZ S.A. Medias, as of 12 December 2017

The Ordinary 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 12 December 2017, second convening, 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 of the adjustment of Transgaz' Revenue and Expense budget for 2017 and of the forecasts for 2018-2019 because of the fact that the amendment of the indicators provided for in Annex no 4 to the Revenue and Expense Budget is the responsibility of the Board of administration.

The administrative and executive management of the Company bears the entire responsibility for substantiating the economic and financial indicators for the drafting of the Revenue and Expense Budget related to 2017 and for the forecasts related to 2018 and 2019, in compliance with all the legal provisions in force, for the application of the approved budget provisions within the limits set out by the law.

Art.2. Sets the date of 3 January 2018 as registration date for the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders.

Art.3. Empowers Mr Petru Ion Văduva, as Chairman of the meeting, or his alternate, Mr Bogdan George Iliescu, to sign the Resolution of the Ordinary 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 Ordinary General Meeting of the Shareholders at the Trade Register Office attached to Sibiu Law Court.

Chairman of the meeting, Bogdan George Iliescu

RESOLUTION No. 10 of the General Extraordinary Meeting of the Shareholders of the National Gas Transmission Company TRANSGAZ S.A. Medias, as of 12 December 2017

The General Extraordinary Shareholders' Meeting 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, taxpayer identification no. RO13068733, convened under article 117 of Companies Law 31/1990 republished, as amended, and under article 16 of the updated Articles of Incorporation, adopts today, within the meeting held on 12 December 2017,the second convening, 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 Approval of:

• 1. The amendment of Transgaz Articles of Incorporation as follows:
• art. 20 para. (1) (v¹ ), shall contemplate the following:

"shall make decisions for and on behalf of the General Shareholders Assembly of the limited liability company from the Republic of Moldova"

1. Empowerment of Mr. Ion Sterian, in his capacity as Transgaz' Director General, to follow the procedures for the registration of the above-mentioned amendments with the Trade Register Office attached to the Court of Law of Sibiu.

Art.2 Approval of the following:

• 1. Incorporation of a limited liability company in the Republic of Moldova.
• 1. Empowerment of Mr. Ion Sterian, in his capacity as Transgaz' Director General, or of a person duly empowered by the former, based on a mandate expressly given to the latter, to follow all the legal

procedures necessary for the establishment of the limited liability company in the Republic of Moldova and to sign all documents related to the relevant procedures, including the company's articles of incorporation.

1. Empowerment of Transgaz' Board of Administration to increase the share capital of the limited liability company established in the Republic of Moldova to successfully participate in the procedure for the privatisation of ÎS Vestmoldtransgaz.

Transgaz' executive and administrative management shall have full responsibility to ensure the operation's compliance with the applicable laws and with the approved budget, to follow the legal proceedings, to sign the related documents including the new company's articles of incorporation, to substantiate the amounts related to the increase in the share capital of the company to be established in the Republic of Moldova in order for Transgaz to successfully participate in the privatisation of the State Enterprise (ÎS) Vestmoldtransgaz.

Art.3 Setting the date of 3 January 2018 as registration date for the shareholders subject to the Resolution of the Extraordinary General Shareholders' Meeting.

Art.4 Empowerment of Mr. Petru Ion Vaduva, as Chairman of the meeting, or of his alternate – Mr. Bogdan George Iliescu, to sign the Resolution of the Extraordinary General Shareholders' Meeting, 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 Shareholders' Meeting with the Trade Register Office attached to the Law Court of Sibiu.

Chairman of the meeting, Iliescu Bogdan George