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

May 30, 2017

2309_egm_2017-05-30_3c52236e-b943-481b-b745-0fcf2f0dc5dd.pdf

AGM Information

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CURENT REPORT according to Art. 122 of Law 24/2017 Date of report: 30 May 2017 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.

SUPPLEMENTATION OF ORDINARY GENERAL MEETING OF THE SHAREHOLDERS CONVENING (according to the request of the Ministry of Economy – the Department for Privatisation and State Ownership Administration)

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 Companies` Law no. 31/1990, as further amended and supplemented, to Law no. 297/2004 on the capital market, as further amended and supplemented, to Law no. 24/2017 on the issuers of financial instruments and market operations, 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 further amended and supplemented, and to the provisions of art.16 of the updated Articles of Incorporation of Transgaz, at the request of the majority shareholder, the Ministry of Economy (58.5097% of the share capital), by Letter 2376/26.05.2017, completed with the Letter 2524/29.05.2017, based on Art. 117^1 of Law 31/1990 on the companies, republished, as further amended and supplemented, supplements the agenda of the Ordinary General Meeting of the Shareholders, initially published in the Official Journal of Romania, Part IV, no. 1664/16.05.2017, and in the newspaper Bursa, issue 88 of 15.05.2017, as follows:

  • 1. The appointment of interim administrators until the completion of the administrator selection procedure according to GEO 109/2011 on the corporate governance of public enterprises, as further amended and supplemented, and of the Implementation Rules approved by GR 722/2016.
  • 2. The setting of the duration of the mandate of the interim members.
  • 3. The setting of the maximum value of the fix monthly gross remuneration of the interim administrators, the form of the term contract for the interim administrators and the person empowered to sign the term contract with the interim administrators on behalf of the company.
  • 4. The distribution under the form of dividends of the amounts existing in the accounting books to other reserves and the retained earnings on 31.12.2016.
  • 5. The setting of the date of 6 July 2017 as an ex date, according to the applicable law.
  • 6. The setting of the date of 18 July 2017 as payment date.

Thus, the ORDINARY GENERAL MEETING OF THE SHAREHOLDERS on 19 June 2017, 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 having the quality of shareholders, meaning they are registered with the registry of the company's shareholders at the end of the day of 8 June 2017, are entitled to participate and to vote, will have the following agenda:

AGENDA

  • 1. Presentation of the Report issued by the Board of Administration of Transgaz on the procurement of assets, services and works having a value higher than 500,000 Euro/procurement (for the procurement of assets and works) and 100,000 Euro/procurement (for services) by Transgaz in Q I 2017.
  • 2. Appointment of interim administrators until the completion of the administrator selection procedure according to GEO 109/2011 on the corporate governance of public enterprises, as further amended and supplemented, and of the Implementation Rules approved by GR 722/2016
  • 3. Setting of the duration of the mandate of the interim members.
  • 4. Setting of the maximum value of the fix monthly gross remuneration of the interim administrators, the form of the term contract for the interim administrators and the person empowered to sign the term contract with the interim administrators on behalf of the company.
  • 5. Distribution under the form of dividends of the amounts existing in the accounting books to other reserves and the retained earnings on 31.12.2016.
  • 6. Setting the date of 7 July 2017 as registration date for the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders, according to the applicable laws.
  • 7. Setting of the date of 6 July 2017 as an ex date, according to the applicable law.
  • 8. Setting of the date of 18 July 2017 as payment date.
  • 9. Empowerment of Mr. Ion Sterian, as Chairman of the meeting, 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.

The documents necessary to the natural persons for the submission of the applications are the following: certified copy of the holder's identity card, curriculum vitae, statutory declaration for a clear criminal record, statutory declaration for non-registration on the list of the administrators whose mandate was revoked from reasons attributable to them, statutory declaration regarding the exclusion of the conflict of interests, statutory declaration regarding the "independent" status under article 138^2 of Law 31/1990 on the trading companies, as further amended and supplemented.

The documents necessary to the legal persons for the submission of the applications are the following: the detailed presentation of the company, the presentation of the representative to be appointed, accompanied with the related documents foreseen for natural persons the submission of the application for the position of administrator, the confirmation of company details or similar specifying the company's object of activity, the duration of the company, and the fact that the company is operating, statutory declaration regarding the exclusion of the conflict of interests, statutory declaration for a clear criminal record or for a clear fiscal record, or, for the foreign legal persons not fiscally registered in Romania, statutory statement of the representative of the legal person proving lacking taxes payable.

The applications and the documents requested shall be sent/submitted in hard copy, by registered mail, into a closed and sealed envelope stating proposals for the election of interim administrators in the Board of Administration of Transgaz S.A. for the vacant positions, at the headquarters of SNTGN Transgaz S.A. Medias, 1 C. I. Motas Square, the ground floor, room 4, Sibiu County, attention of Ms Claudia Elena Florea, not later than 6 June 2017.

The list of information regarding the name place of residence and professional training of the persons which will submit their applications for the position of interim administrator may be found and completed by the shareholders at the headquarters of the Company in Mediaș, 1 C. I. Motas Square, Sibiu County the ground floor, room 4, and on the Company`s website as of 7 June 2017.

The documents and materials for the meeting related to point 5 on the agenda of the Ordinary General Meeting of the Shareholders are available in soft copy on the company's website (www.transgaz.ro) on the link Investors Information/G.M.S., both in Romanian and in English, as of the date of the convening of the general meeting.

The special power of attorney form, the form of vote by correspondence, the draft resolution of the OGMS and the meeting documents and materials regarding points 2, 3, 4, 7, 8 on the agenda of the Ordinary General Meeting of the Shareholders are available in soft copy on the company's website (www.transgaz.ro) on the link Investors Information/G.M.S., both in Romanian and in English, as of 7 June 2017.

Ion Sterian – Administrator

Petru Ion Văduva – Administrator

Bogdan George Iliescu– Administrator

Andrei Rizoiu– Administrator

Radu Ștefan Cernov– Administrator