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S.N.T.G.N. Transgaz S.A.

Pre-Annual General Meeting Information Nov 28, 2025

2309_iss_2025-11-28_3ef411a7-2c04-4543-a048-1846a8841e9a.pdf

Pre-Annual General Meeting Information

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CURRENT REPORT according to Art. 139 of Law 24/2017

Date of report: 28.11.2025

Name of issuing entity: SNTGN TRANSGAZ SA

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: 1,883,815,040 LEI

Regulated market on which issued securities are traded: Bucharest Stock Exchange.

SUPPLEMENT THE CONVENING FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

(as requested by 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 Companies` Law 31/1990, republished, as amended, to Law 24/2017 on the issuers of financial instruments and market operations, republished, as amended, to Regulation 5/2018 of the Financial Supervising Authority on the issuers of financial instruments and market operations, as amended, and to the provisions of Art. 16 of the updated Articles of Incorporation of Transgaz, at the request of the majority shareholder, the General Secretariat of the Government (holding 58.5097% of the share capital), by Letter no. 20/35516/S.R.O./28.11.2025, according to Article 117^1 of the Companies Law No. 31/1990, republished, as amended and supplemented, together with the provisions of Article 105(3) of Law No. 24/2017 on issuers of financial instruments and market operations, as amended and supplemented, supplements the agenda of the Ordinary General Meeting of Shareholders of December 17/18, 2025, initially published in the Official Journal of Romania, Part IV, no. 5461/13.11.2025 and in the Bursa newspaper no. 212 of 12.11.2025, as follows:

▪ Approval of the addendum to the mandate agreements of the non-executive administrators of the SNTGN Transgaz S.A., concerning the key financial and nonfinancial performance indicators resulting from the 2025-2029 Management Plan, approved and endorsed, as well as the appointment of a representative of the majority shareholder, the General Secretariat of the Government, to sign on behalf of the Company the addenda to the mandate agreements of the nonexecutive administrators of the SNTGN Transgaz S.A.

Thus, for the Ordinary General Meeting of Shareholders on December 17, 2025, at 10:00 a.m., and December 18, 2025, at 10:00 a.m., the second convocation, which will take place in the "Motaş Hall" at the company's headquarters in Mediaş, P-ţa C.I Motaş, no. 1, Sibiu County and at which only persons who are shareholders, i.e. who are registered in the company's register of shareholders at the end of December 5, 2025, are entitled to participate and vote, the agenda will be the following:

AGENDA:

  • 1. Approval of the fixed monthly remuneration of the non-executive members of the Board of Administration, in accordance with the provisions of Article 37(2) of Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, as subsequently amended and supplemented, at a maximum level of twice the average gross monthly salary for the last 12 months for the activity carried out in accordance with the main object of activity registered by the company, at class level, according to the classification of activities in the national economy, communicated by the National Institute of Statistics prior to the appointment;
  • 2. Approval of the form of the addendum to the mandate contract concluded with the non-executive administrators of SNTGN Transgaz SA, which includes the fixed monthly remuneration and other benefits, established in accordance with the provisions of Article 39(2) of Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, as subsequently amended and supplemented, and the empowerment of a representative of the General Secretariat of the Government to sign, on behalf of the company, the addenda to the mandate contracts of the non-executive administrators of SNTGN Transgaz SA.
  • 3. Approval of the maximum insurance premium limit and the minimum insured amount related to the professional liability insurance for non-executive members of the Board of Administration of SNTGN "Transgaz" SA and the coverage by the company of insurance premium expenses.
  • 4. Approval of the addendum to the mandate agreements of the non-executive administrators of the SNTGN Transgaz S.A., concerning the key financial and nonfinancial performance indicators resulting from the 2025-2029 Management Plan, approved and endorsed, as well as the appointment of a representative of the majority shareholder, the General Secretariat of the Government, to sign on behalf of the Company the addenda to the mandate agreements of the nonexecutive administrators of the SNTGN Transgaz S.A.
  • 5. Setting the date of 14.01.2026 as registration date for the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders, according to the applicable laws;
  • 6. Empowerment of Mr Nicolae Minea , as Chairman of the Board of Administration, or his alternate, Mr Costin Mihalache , Administrator, Ms Ilinca Von Derenthall, Administrator, Ms Adina-Lăcrimioara Hanza, Administrator, to sign the Resolution of the Ordinary General Meeting of the Shareholders, and of Mr Mihai Leontin Leahu, Deputy Director-General, 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 special power of attorney form, the postal voting form, the draft resolution of the OGMS, as amended, as well as the documents and meeting materials relating to item 4 on the agenda of the Ordinary General Meeting of Shareholders are available at the company's headquarters in Mediaș, C.I Motaş Square, No.1, Sibiu County on the ground floor, room 6 and/or in digital format, on the company's website at (www.transgaz.ro), via the link regarding Investor Relations/General Meeting of Shareholders/Ordinary General Meeting of Shareholders, in both Romanian and English, starting on 03.12.2025, at 8:00 a.m.

Chairman of the Board of Administration Nicolae Minea

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