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S.N.T.G.N. Transgaz S.A. — AGM Information 2021
Apr 2, 2021
2309_egm_2021-04-02_0b363de4-b5ff-493e-9e01-eb8e116702df.pdf
AGM Information
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CURRENT REPORT according to Art. 122 of Law 24/2017 Date of report: 02.04 2021 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 THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS CONVENING
(according to the request of the General Secretariat of the Government, as the majority shareholder of SNTGN Transgaz SA)
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 CompaniesLaw 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, as further amended and supplemented, to Regulation no. 5/2018 of the Financial Supervising Authority on the issuers of financial instruments and market operations, and to Art.16 of the updated Articles of Incorporation of Transgaz, at the request of the majority shareholder, the General Secretariat of the Government (58.5097% of the share capital), by Letter 20/7833/T.H.G./01.04.2021 of the General Secretariat of the Government, according to Art. 117^1 of Companies Law 31/1990, republished, as further amended and supplemented, Art.92 (3) of Law 24/2017 on the issuers of financial instruments and market operations, corroborated with Art. 64^1 (3) of Law 111/2016, supplements the agenda of the Ordinary General Meeting of the Shareholders, initially published in Official Journal of Romania, Part IV, No. 1125/18.03.2021 and in the Bursa newspaper, issue 54 of 18.03.2021 as follows:
For point 3. of the published convening: Appointment of 3 SNTGN Transgaz SA Board of Administration members And
- Appointment of 2 provisional members of the Board of Administration with a mandate term of maximum 4 months, with the possibility of extending the term by another 2 months, until the completion of the selection procedure;
- Approval of the form of the mandate contracts for the 2 provisional members to be appointed in the Board of Administration of the National Gas Transmission Company Transgaz S.A. Mediaș, with the fixed allowance of the remuneration and the empowerment of a representative of the public supervisory body to sign the mandate contract.
Thus, the ORDINARY GENERAL MEETING OF THE SHAREHOLDERS to be held on 22.04.2021, 10:00 a.m. in Motas Hall, at the headquarters of the company located in Medias, 1 C.I. Motas Square, Sibiu County, 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 9 April 2021, or at the date of the second meeting, if the first one could not be held, will have the following agenda:
AGENDA:
- 1. Initiation of the SNTGN Transgaz SA Board of Administration member selection procedure, according to Art. 29 (3) of Government Emergency Ordinance 109/2011 on the corporate governance of public enterprises, as further amended and supplemented.
- 2. Approval of the requests for the renewal of the mandates of four SNTGN Transgaz SA Board of Administration members.
- 3. Appointment of four SNTGN Transgaz SA Board of Administration members.
- 3.1. Appointment of 3 SNTGN Transgaz SA Board of Administration members.
- 4. Approval of the form of the mandate contract with the fixed allowance of the remuneration for 30.04.2021-29.04.2025 and the empowerment of a representative of the supervisory public body to sign the mandate contract;
- 5. Appointment of 2 provisional members of the Board of Administration with a mandate term of maximum 4 months, with the possibility of extending the term by another 2 months, until the completion of the selection procedure.
- 6. Approval of the form of the mandate contracts for the 2 provisional members to be appointed in the Board of Administration of the National Gas Transmission Company Transgaz S.A. Mediaș, with the fixed allowance of the remuneration and the empowerment of a representative of the public supervisory body to sign the mandate contract.
- 7. Setting the date of 14 May 2021 as registration date for the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders, according to the applicable laws;
- 8. Empowerment of 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.
The list containing information on the name, place of residence and professional qualification of the persons proposed for the position of interim administrator will be available to the shareholders at the headquarters of the company located in Medias, 1 C.I Motaș Square, Sibiu County, the ground floor, room 4 and/or on the company's website (www.transgaz.ro), the link Investors/G.M.S./OGMS documents, both in Romanian and in English, as of the date of the supplementation of the general meeting convening, and may be consulted and supplemented by them with candidature proposals. The shareholders of the company may receive on request copies of the List containing information on the name, place of residence and professional qualification of the persons proposed for the position of interim administrator.
The proposals for candidates for the election of the provisional members of the Board of Administration of SNTGN Transgaz SA must be made by the shareholders in writing and must be accompanied by the following documents:
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- For the candidatures in the case of natural persons: copy of the identity document signed as a true copy by the holder of the identity document, updated curriculum vitae, the European model, declaration on lack of a criminal record, declaration on the non-registration in the list including the administrators whose mandate was revoked for reasons imputable to them, declaration regarding the exclusion of the conflict of interests, declaration regarding the
independentstatus according to Art. 138^2 of Companies` Law 31/1990 republished, as further amended and supplemented, declaration stating that they are not part of the boards of administration of other companies, incompatible with SNTGN Transgaz SA and that they are not part of more than three boards of administration;
- For the candidatures in the case of natural persons: copy of the identity document signed as a true copy by the holder of the identity document, updated curriculum vitae, the European model, declaration on lack of a criminal record, declaration on the non-registration in the list including the administrators whose mandate was revoked for reasons imputable to them, declaration regarding the exclusion of the conflict of interests, declaration regarding the
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- For the candidatures in the case of legal persons: presentation of the company, of the representative to be appointed, accompanied by appropriate documents and provided for the submission of the application by the natural persons, ascertaining certificate or equivalent showing the object of activity of the company, the duration the company, as well as the fact that the company is in operation, declaration regarding the exclusion of the conflict of interests, declaration regarding the lack of a criminal record, tax record certificate or, in the case of foreign legal persons, that they are not tax registered in Romania, certified statement of the representative of the legal person showing that they have no tax debts, declaration stating that they are not part of the boards of administration of other companies, incompatible with SNTGN Transgaz SA and that they are not part of more than three boards of administration.
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- A statement for consent to the processing of personal data according to the model published on the company's website (www.transgaz.ro), the link Investors/G.M.S./OGMS documents
The candidatures and requested documents must be sent/submitted with acknowledgement of receipt not later than 8 April 2021, 12.00 p.m., in hard copy, in a closed and sealed envelope mentioning: proposals for the election of the interim administrators of the Board of Administration of SNTGN Transgaz SA for the vacant positions, at the headquarters of SNTGN Transgaz SA Mediaș, 1 CI Motaş Square, the ground floor, room 4, Sibiu County, attention of Mrs. Claudia Elena Florea.
The final list of containing information on the name, place of residence and professional qualification of the persons proposed for the position of interim administrator may be consulted by the shareholders at the headquarters of the company located in Medias, 1 C.I Motaș Square, Sibiu County, the ground floor, room 4 and/or on the company's website (www.transgaz.ro), the link Investors/G.M.S./OGMS documents, both in Romanian and in English as of 8 April 2021, 6.30 p.m.
The supplemented special power of attorney, form of vote by correspondence, draft OGMS resolution and the documents and materials for the meeting related to points 3.1, 5 ,6 on the agenda of the Ordinary General Meeting of the Shareholders are available in soft copy on the Company's website (www.transgaz.ro), the link Investors/G.M.S./OGMS documents, in Romanian and in English, as of 8 April 2021, 6.30 p.m.