S.N.T.G.N. Transgaz S.A. — AGM Information 2020

Apr 27, 2020

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

Date of report: 27 April 2020 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 and Extraordinary General Meetings of the Company's Shareholders were held on 27 April 2020 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. 4/27.04.2020 of the Ordinary General Meeting of the Shareholders of SNTGN Transgaz SA Medias.
• Resolution No. 5/27.04.2020 of the Extraordinary General Meeting of the Shareholders of SNTGN Transgaz SA Medias.

RESOLUTION NO. 4 of the Ordinary General Meeting of the Shareholders of the National Gas Transmission Company TRANSGAZ S.A. Medias, as of 27 April 2020

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 27 April 2020, at the first convening, in which shareholders representing 77.5867% of the share capital and 77.5867% 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 9132387 votes For, representing 99.972070% of the total number of expressed votes and with 2551 votes Abstention, representing _0.027930% of the total number of expressed votes, approves the annual Financial Statements (statement of financial position, statement of comprehensive income, statement of equity changes, statement of cash flows, notes to the financial statements) of SNTGN TRANSGAZ SA for financial year 2019, prepared according to the International Financial Reporting Standards adopted by the European Union and approved by OMPF 2844/2016..

Art.2. With 9132387 votes For, representing 99.972070% of the total number of expressed votes and with 2551votes Abstention, representing 0.027930% of the total number of expressed votes, acknowledges the annual Report issued by the Board of Administration of SNTGN TRANSGAZ SA on the activity performed in 2019

Art. 3. With 9134887 votes For, representing 99.999440% of the total number of expressed votes and with 51 votes Abstention, representing 0.000560% of the total number of expressed votes, approves the gross dividend per share in the amount of Lei 15.47 /share for financial year 2019

Art. 4. With 9132387 votes For, representing 99.972070% of the total number of expressed votes and with 2551_votes Abstention, representing 0.027930% of the total number of expressed votes, acknowledges the content of the Financial Audit Report on the annual financial statements ended by SNTGN TRANSGAZ SA on 31 December 2019, and the opinion of the independent auditor BDO AUDIT SRL expressed in its report.

Art. 5. With 9134887 votes For, representing 99.999440% of the total number of expressed votes, and with 51 votes Abstention, representing 0.000560% of the total number of expressed votes, approves the 2019 net profit distribution as follows:

1. The net profit distribution as follows:

-	dividends due to shareholders	182.141.366,68 lei

• profit for setting up own financing sources 166.117.649,32 lei
• 1. Employees` share in to profit to the amount of 15.833.774 lei according to art.141 of the applicable Collective Labour Agreement concluded for SNTGN TRANSGAZ SA.

Art. 6. With 1777623 votes For, representing 19.459610% of the total number of expressed votes, with 7073874 votes Against, representing 77.437570% of the total number of expressed votes, and with 283441 votes Abstention, representing 3.102820% of the total number of expressed votes, does not acknowledge the Report of the Nomination and Remuneration Committee on the remunerations and other benefits granted to the administrators and directors in the financial year 2019.

Art. 7. With 8848997 votes For, representing 96.869810% of the total number of expressed votes, and with 285941votes Abstention, representing 3.130190% of the total number of expressed votes, approves the administration discharge of the administrators for the activity performed in 2019.

Art. 8. With 1962657 votes For, representing 21.485170% of the total number of expressed votes, with 6888840 votes Against, representing 75.412010% of the total number of expressed votes, and with 283441 votes Abstention, representing 3.102820% of the total number of expressed votes, does not approve the assessment of fulfilling of key financial and non-financial performance indicators, annex to the contracts of mandate of the non-executive administrators.

Art. 9. With 9134887 votes For, representing 99.999440% of the total number of expressed votes, and with 51 votes Abstention, representing 0.000560% of the total number of expressed votes, approves the following:

• 1. The prescription of the dividends related to the financial year 2016 left unclaimed until the prescription date (18.07.2020),
• 1. The registration of the value representing dividends related to the financial year 2016 left unclaimed until the prescription date (18.07.2020) with the company's revenue account.

Art. 10. With 9134887 votes For, representing 99.999440% of the total number of expressed votes, and with 51 votes Abstention, representing 0.000560% of the total number of expressed votes, acknowledges the Report 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 IV 2019

Art. 11. With 9134887 votes For, representing 99.999440% of the total number of expressed votes, and with 51 votes Abstention, representing 0.000560% of the total number of expressed votes, sets the date of 26 June 2020 as registration date for the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders.

Art. 12. With 9134887 votes For, representing 99.999440% of the total number of expressed votes, and with 51 votes Abstention, representing 0.000560% of the total number of expressed votes, sets the date of 25 June 2020 as ex-date, according to the applicable laws

Art. 13. With 9134887 votes For, representing 99.999440% of the total number of expressed votes, and with 51 votes Abstention, representing 0.000560% of the total number of expressed votes, sets the date of 17 July 2020 as dividend pay-out date.

Art. 14. With 9134887 votes For, representing 99.999440% of the total number of expressed votes, and with 51 votes Abstention, representing 0.000560% of the total number of expressed votes, empowers Mr Remus Gabriel LĂPUȘAN , as Chairman of the Board of Administration, 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 Board of Administration Remus Gabriel Lăpușan

RESOLUTION NO. 5 of the Extraordinary General Meeting of the Shareholders of the National Gas Transmission Company TRANSGAZ S.A. Medias, as of 27 April 2020

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, 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 27 April 2020, at the first convening, in which shareholders representing 77.5867% of the share capital and 77.5867% 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 8851497 votes For, representing 96.897180% of the total number of expressed votes, with 283390 votes Against, representing 3.102270% of the total number of expressed votes, and with 51 votes Abstention, representing 0.000560% of the total number of expressed votes, approves Transgaz`s adhesion to the Romanian Stock Exchange Romanian Investors Relations Association (ARIR) as an Associate Member, and the empowerment of Ms. Elisabeta Ghidiu, Director of Strategy and Corporate Management Division, and of Ms. Lăcrămioara Ciolpan, Head of Investor Relations Department, for the relationship with the Association.

Art.2. With 9134887 votes For, representing 99.999440% of the total number of expressed votes and with 51 votes Abstention, representing 0.000560% of the total number of expressed votes, sets the date of 26 June 2020 as registration date for the shareholders subject to the Resolution of the Extraordinary General Meeting of the Shareholders, according to the applicable laws.

Art.3. With 9134887 votes For, representing 99.999440% of the total number of expressed votes and with 51 votes Abstention, representing 0.000560% of the total number of expressed votes, empowers Mr Remus Gabriel Lăpușan, as Chairman of the Board of Administration, to sign the Resolution of the Extraordinary General Meeting of the Shareholders, and Mr. Grigore Târsac, as the Deputy Director General of SNTGN Transgaz SA, 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.

President of the Board of Administration

Remus Gabriel Lăpușan