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S.N.T.G.N. Transgaz S.A. — AGM Information 2021
Dec 14, 2021
2309_iss_2021-12-14_82339d7c-6761-416d-9191-45bea0772367.pdf
AGM Information
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CURRENT REPORT according to the provisions of art. 139 of Law 24/2017
Date of report: 14 December 2021 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 14 December 2021 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. 9/14.12.2021 of the Ordinary General Meeting of the Shareholders of SNTGN Transgaz SA Medias.
- Resolution No. 10/14.12.2021 of the Extraordinary General Meeting of the Shareholders of SNTGN Transgaz SA Medias.
RESOLUTION NO. 9 of the Ordinary General Meeting of the Shareholders of the National Gas Transmission Company TRANSGAZ S.A. Medias, as of 14 December 2021
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, republished, as further amended and supplemented, of Financial Supervisory Authority Regulation 5/2018 on the issuers of financial instruments and market operations, as further amended and supplemented, and under Art. 16 of the updated Articles of Incorporation, adopts today, in the meeting held on 14 December 2021, at the first convening, in which shareholders representing 76.7704% of the share capital and 76.7704% 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.1.1.1 With 7271263 votes For, representing 80.444800% of the total number of expressed votes, with 1156402 votes Against, representing 12.793720% of the total number of expressed votes, and with 611158 votes Abstention, representing 6.761480% of the total number of expressed votes, approves the appointment of Mr. Orosz Csaba as provisional member of the Board of Administration with a mandate term of maximum 4 months, starting from 17.12.2021, with the possibility of extending the term by another 2 months, until the completion of the selection procedure.
1.2. With 7271263 votes For, representing 80.444800% of the total number of expressed votes, with 1156402 votes Against, representing 12.793720% of the total number of expressed votes, and with 611158 votes Abstention, representing 6.761480% of the total number of expressed votes, approves the appointment of Ms Toader Mihaela - Virginia as provisional member of the Board of Administration with a mandate term of maximum 4 months, starting from 17.12.2021, with the possibility of extending the term by another 2 months, until the completion of the selection procedure.
Art.2. With 7271263 votes For, representing 80.444800% of the total number of expressed votes, with 1156402 votes Against, representing 12.793720% of the total number of expressed votes, and with 611158 votes Abstention, representing 6.761480% of the total number of expressed votes, approves the form of the mandate contracts for the 2 provisional members appointed in the Board of Administration of the National Gas Transmission Company Transgaz and empowers Mr Paraschiv Cristian, as the representative of the majority shareholder, the General Secretariat of the Government, to sign the mandate contracts with the SNTGN Transgaz SA interim administrators.
Art.3. With 9038779 votes For, representing 99.999510% of the total number of expressed votes, and with 44 votes Abstention, representing 0.000490% of the total number of expressed votes, sets the date of 30 December 2021 as registration date for the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders.
Art.4. With 9038779 votes For, representing 99.999510% of the total number of expressed votes, and with 44 votes Abstention, representing 0.000490% of the total number of expressed votes, empowers Mr Petru Ion Văduva, as Chairman of the Board of Administration, or his alternate, Mr Nicolae Minea, to sign the Resolution of the Ordinary 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 Ordinary General Meeting of the Shareholders at the Trade Register Office attached to Sibiu Law Court.
Chairman of the Board of Administration Petru Ion Văduva
RESOLUTION No. 10 of the Extraordinary General Meeting of the Shareholdersof the National Gas Transmission Company TRANSGAZ S.A. Medias, as of 14 December 2021
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 amended, of Law 24/2017 on the issuers of financial instruments and market operations, republished, as amended, of Financial Supervisory Authority Regulation 5/2018 on the issuers of financial instruments and market operations, as amended, and under Art. 16 of the updated Articles of Incorporation, adopts today, within the meeting held on 14/15 December 2021, at the first convening, in which shareholders representing 76.7398 % of the share capital and 76.7398 % 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 9038779 votes For, representing 99.999510% of the total number of the cast votes, and with 44 votes Abstention, representing 0.000490% of the total number of the cast votes, approves the Association Agreement and the Co-financing Contract to be concluded with Delgaz Grid S.A. for the implementation of the works for the extension of the power distribution network of public interest in order to connect the Technological Node GHERAIESTI - BACAU Regional Operating Unit to it, as well as the empowerment of the Director-General of SNTGN Transgaz S.A. to sign such contracts.
Art.2. With 9038779 votes For, representing 99.999510% of the total number of the cast votes and with 44 votes Abstention, representing 0.000490% of the total number of the cast votes, sets the date of 30 December 2021 as registration date for the shareholders subject to the Resolution of the Extraordinary General Meeting of the Shareholders.
Art.3. With 9038779 votes For, representing 99.999510% of the total number of the cast votes, and with 44 votes Abstention, representing 0.000490% of the total number of the cast votes, empowers Mr Petru Ion Văduva, as Chairman of the Board of Administration, or his alternate, Mr Nicolae Minea, 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 with the Trade Register Office attached to Sibiu Law Court.