S.N.T.G.N. Transgaz S.A. — Proxy Solicitation & Information Statement 2016

Feb 12, 2016

CURENT REPORT according to Art. 224 of Law 297/2004 Date of report: 12.02.2016 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.

CONVENING

The Board of Administration of the National Gas Transmission Company TRANSGAZ S.A. headquartered in Medias, no. 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 no. 31/1990, as further amended and supplemented, to Law no. 297/2004 on the capital market, as further amended and supplemented, to Regulation no. 6/2009 of the National Securities Commission, on the exercise of shareholders' rights within the general meetings of the trading companies, as further amended and supplemented, and to the provisions of art.16 of Transgaz' updated Articles of Incorporation, convened for the meeting on 11 February 2016,

CONVENES

The ORDINARY GENERAL MEETING OF THE SHAREHOLDERS on 21 March 2016, 10⁰⁰ a.m., to take place in Motas Hall, at the headquarters of the company located in Medias, no. 1 C.I. Motas Square, the county of Sibiu, 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 8 March 2016, are entitled to participate and to vote, with the following agenda:

I. THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS (OGMS)

• 1. The approval of the revenue and expenditure budget of SNTGN Transgaz SA for 2016 and of the estimations for 2017 – 2018.
• 2. Setting the date of 7 April 2016 as registration date for the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders, according to the applicable laws.
• 3. Empowerment of Mr. Ion Sterian, as Chairman of the Board of Administration, to sign the Resolution of the Ordinary General Meeting of the Shareholders and of Mr. Petru Ion Văduva, as 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.

If the meeting is not quorate at the abovementioned date, the Ordinary General Meeting of the Shareholders will be held on 22 March 2016, 10:00 a.m., in Motaș Hall, at the headquarters of the company located in Medias, no. 1 C.I Motaș Square, Sibiu County, with the same agenda.

The date for the registration of the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders is set by the OGMS, according to the applicable laws; the date of 7 April 2016 is proposed.

The draft resolution of the OGMS is available in soft copy on the company's website (www.transgaz.ro), the link Investors Information/G.M.S., both in Romanian and in English, as of 19 February 2016.

The materials for the meeting related to point 1 on the agenda of the Ordinary General Meeting of the Shareholders is available as follows:

• the Report and Annex 6 in soft copy on the company's website (www.transgaz.ro) on the link Investors Information/G.M.S., both in Romanian and in English, as of 19 February 2016.

- The annexes 1-5 are available and may be consulted by the shareholders at the company's headquarters in Mediaș, C.I. Motas Square, no. 1, ground floor, room 4, as of 19 February 2016 between 8 00 -15 ⁰⁰ or made available to the shareholders upon request in compliance with the legal provisions in force.

The special Power of attorney form and the general power of attorney will be available in soft copy on the company`s website (www.transgaz.ro), the link Investors Information/G.M.S., both in Romanian and in English, as of 19 February 2016.

The shareholders representing, solely or collectively, at least 5% of the share capital are entitled:

• to insert points on the agenda of the general meetings, provided that every point is supported by reasoning or by a draft resolution proposed to be adopted by the general meetings, within no more than 15 days from the publication of the convening, precisely on 2 March 2016 the latest;
• to present draft resolutions for the points included or proposed to be included on the agenda of the meeting, within no more than 15 days from the publication of the convening, precisely 2 March 2016 the latest;
• the abovementioned rights may be exercised only in writing, sent by courier, to fax number 0269-803.412, or to the e-mail address: secretariat.ca\_aga@transgaz.ro, for the attention of Mrs. Claudia Elena Szasz.

If the exercise of the right to insert points on the agenda of the general meetings of the shareholders generates changes in the agenda under the published convening, the company shall take all necessary actions to republish the convening with the revised agenda before the reference date of 8 March 2016.

Every shareholder may address questions related to the points on the agenda of the general meetings of the shareholders to the General Meeting of the Shareholders Secretariat at the company's headquarters in Medias, 1 C.I. Motaș Square, the ground floor, room 4, for the attention of Mrs. Claudia Elena Szasz, by courier, to fax number 0269-803.412, or to the e-mail address: secretariat.ca\_aga@transgaz.ro. For identification purposes, the persons addressing such questions shall attach requests and copies of the documents certifying their identity.

The answers to the questions shall be sent in writing and shall be published on the company's website (www.transgaz.ro), the link Investors Information/G.M.S.

The shareholders registered by the reference date may vote by correspondence, prior to the general meeting, by using the form of vote by correspondence available as of 19 February 2016, on the company's website at www.transgaz.ro, the link Investors Information/G.M.S., in Romanian and in English.

The forms of vote by correspondence must be filled in and signed by the shareholders - natural persons and accompanied by a certified copy of the identity card signed by the holder of the identity card/ filled in and signed by the legal representative of the shareholder - legal person, accompanied by the official document that certifies the quality of legal representative. in the case of legal persons or entities without legal personality, the legal representative is established based on the list of shareholders on the reference date / registration received from the Central Depository.

The forms of vote by correspondence and the supporting legal documents shall be sent in original by courier, in Romanian or in English, to the headquarters of the company located in Medias, 1 C.I. Motas Square, by 18 March 2016, 15 ⁰⁰ a.m., the General Meeting of the Shareholders Secretariat at the headquarters in Medias, 1 C.I. Motaș Square, the ground floor, room 4, attention of Mrs. Claudia Elena Szasz, or electronically signed with an extended electronic signature, according to Law 455/2001 on electronic signature, by e-mail at secretariat.ca_aga@transgaz.ro, subject to the sanction under Art. 125, paragraph 3 of Companies` Law 31/1990, republished as further amended and supplemented.

Only the shareholders registered by the reference date of 8 March 2016 may attend and vote during the meeting, in person or by their representatives, based on a special or general Power of Attorney, according to the applicable laws. The shareholder and, in the case of legal persons or entities without legal personality, the legal representative is established based on the list of shareholders on the reference date / registration received from the Central Depository.

The special power of attorney and the statement, in original, signed and stamped, as appropriate, and the general power of attorney, in copy, mentioning, under the representative`s signature that it is a true copy and accompanied by an affidavit in original signed and, where appropriate, stamped, given by the legal representative of the intermediary or by the lawyer who received power of representation by the attorney general, indicating that the power is given by that shareholder as a customer, intermediary or, where appropriate, lawyer's power of attorney signed by the shareholder, including by the attachment of extended electronic signature, if any, and the mandate received by the order of the Ministry of economy, Commerce and Tourism for the participation of the state's representatives in the General Meeting of the Shareholders, in original, shall be submitted at S.N.T.G.N. TRANSGAZ S.A. in Romanian or in English, by 18 March 2016, 15 ⁰⁰ a.m., at the headquarters of the company located in Medias, 1 C.I. Motaş Square, Sibiu County, the ground floor, room 4, or signed electronically by extended electronic signature, according to the provisions of Law no. 455/2001 on electronic signatures, by e-mail to the address secretariat.ca\_aga@transgaz.ro under the sanction provided in Art. 125 paragraph 3 of Companies' Law no. 31/1990, republished, as further amended and supplemented.

For additional information please contact us at telephone 0269-803.056, fax 0269-803.412, or at the e-mail address: secretariat.ca\_aga@transgaz.ro.

Chairman of the Board of Administration

Ion Sterian