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S.N.T.G.N. Transgaz S.A. AGM Information 2018

Dec 17, 2018

2309_iss_2018-12-17_9dea77ae-a800-4bc8-9a92-cb9c6ccab09a.pdf

AGM Information

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CURRENT REPORT

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

Date of report: 17 December 2018 Name of issuing entity: SNTGN TRANSGAZ SA 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 of the Company's Shareholders was held on 17 December 2018 as convened, according to 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.8/17.12.2018 of the Ordinary General Meeting of the Shareholders of SNTGN Transgaz SA Medias.

RESOLUTION NO. 8 of the Ordinary General Meeting of the Shareholders of the National Gas Transmission Company TRANSGAZ S.A. Medias, as of 17 December 2018

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, subscribed and paid-up capital: 117,738,440 RON, divided into 11.773.844 shares, each having a nominal value of 10 lei ,convened under article 117 of Companies Law 31/1990 republished, as further amended and supplemented, of Law 24/2017 on the issuers of financial instruments and market operations, of Financial Supervisory Authority Regulation 5/2018 on the issuers of financial instruments and market operations, and under Art. 16 of the updated Articles of Incorporation, adopts today, in the meeting held on 17 December 2018, at the first convening, in which shareholders representing 74.9094% of the share capital and 74.9094% of the total voting rights participated, 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. With 1930835 votes For, representing 21.892250% of the total number of expressed votes and with 6888884 votes Abstention, representing 78.107750% of the total number of expressed votes, take note of the Transgaz's Administrators' Report on Transgaz' procurement of assets, services and works amounting to over EUR 500,000/procurement (for assets and works) and to EUR 100,000/procurement (for services) for Q III 2018.

The administrative and executive management bears the entire responsibility for the selection and conclusion of the contracts in economic efficiency conditions, according to the applicable laws, avoiding the occurrence of any possible damage for the Company.

Art.2. With 7885877 votes For, representing 89.411880% of the total number of expressed votes, with 932398 votes Against, representing 10.571740% of the total number of expressed votes, and with 1444 votes Abstention, representing 0.016370% of the total number of expressed votes, approve the Rules of procedure and organization for the Board of Administration of TRANSGAZ S.A.

Art.3. With 8819675 votes For, representing 99.999500% of the total number of expressed votes and with 44 votes Abstention, representing 0.000500% of the total number of expressed votes, sets the date of 10 January 2019 as registration date for the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders.

Art.4. With 8819675 votes For, representing 99.999500% of the total number of expressed votes and with 44 votes Abstention, representing 0.000500% of the total number of expressed votes, empowers Mr Nicolae Minea, as Chairman of the meeting, or his alternate, Mr Remus Gabriel Lăpușan, to sign the Resolution of the Ordinary General Meeting of the Shareholders, and 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

Nicolae Minea