Voting results
of the Extraodinary General Meeting of Shareholders
Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. on April 11, 2024
In compliance with the provisions of art. 209 Regulation no. 5/2018 on issuers of financial instruments and market operations of the Financial Supervisory Authority, S.N.G.N. Romgaz S.A. - a company managed in an one-tier system, incorporated and operating under the laws of Romania, registered with the Trade Register Office of Sibiu Court under number J32/392/2001, fiscal code RO 14056826, having its headquarters at Medias, 4 Constantin Motas Square, Sibiu County (hereinafter referred to as "ROMGAZ" or the "Company"), hereby announces the voting results of the Extraordinary General Meeting of Shareholders (hereinafter referred to as "EGMS") held on April 11, 2024, on first meeting, under valid legal conditions, at the SNGN ROMGAZ SA working point located in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5th floor, having the following:
A. Situation of shares and voting rights on the date of the EGMS
Share capital: lei 3,854,224,000
Nominal value per share: leu 1
Voting right per share: 1
Type of share: registered shares
Voting shares: 385,422,400
Total number of votes exercisable: 385,422,400
B. Voting results of EGMS on April 11, 2024
Item 1 on the agenda:
Amendment of the M-I Petrogas Services Romania S.R.L. Articles of Incorporation as follows:
1.1. Approve exclusion from the scope of activity of the Company, of the following secondary activities, as follows:
• Exclusion of NACE Code 2829 - Manufacture of other machines and equipment for general use n.e.c;
• Exclusion of NACE Code 3250 - Manufacture of medical and dental devices and instruments;
Societatea Naţională | T: 004-0374 - 401020 | 551130, Mediaş | Capital social: 385.422.400 lei |
de Gaze Naturale | F: 004-0269-846901 | Piața C.I. Motaş, nr.4 | CIF: RO 14056826 |
Romgaz S.A. | E: secretariat@romgaz.ro | Jud. Sibiu - România | Nr.ord.reg.com: J32/392/2001 |
- Exclusion of NACE Code 6491 - Financial leasing;
- Exclusion of NACE Code 7111 - Architectural activities;
- Exclusion of NACE Code 7211 - Research-development in biotechnology;
- Exclusion of NACE Code 7220 - Research-development in social sciences and humanities;
- Exclusion of NACE Code 8129 - Other cleaning activities.
-
Approve the amendment of Article 12.5 of the Company's Articles of Incorporation as follows:
"12.5. In all cases, meetings shall be convened by the General Manager, the Board of
Directors or the Statutory Auditor/Auditor by any of the following alternative means: sending a registered letter, fax to the last residence/headquarters of each Shareholder, as well as by letter sent electronically (email), at least ten (10) days before the date of the General Meeting". - Approve introduction of a new article in the Articles of Incorporation of the Company and the amendment of the Articles of Incorporation accordingly, as follows:
"12.10. General Meetings of the Shareholders of the Company may also be held by remote means of communication, including but not limited to one of the following: a) conference call or b) video call, provided that such remote means of communication meet the technical conditions necessary for the identification of the presence of the
Shareholders and the uninterrupted transmission of the debates". - Approve the updated version of the Articles of Incorporation of the Company, to reflect the amendments approved by the Company's shareholders.
The resolution approved for item 1 on the agenda is as follows:
Amendment of the M-I Petrogas Services Romania S.R.L. Articles of Incorporation as follows:
1.1. Approve exclusion from the scope of activity of the Company, of the following secondary activities, as follows:
• Exclusion of NACE Code 2829 - Manufacture of other machines and equipment for general use n.e.c;
• Exclusion of NACE Code 3250 - Manufacture of medical and dental devices and instruments;
• Exclusion of NACE Code 6491 - Financial leasing;
• Exclusion of NACE Code 7111 - Architectural activities;
• Exclusion of NACE Code 7211 - Research-development in biotechnology;
• Exclusion of NACE Code 7220 - Research-development in social sciences and humanities;
• Exclusion of NACE Code 8129 - Other cleaning activities.
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-
Approve the amendment of Article 12.5 of the Company's Articles of Incorporation as follows:
"12.5. In all cases, meetings shall be convened by the General Manager, the Board of Directors or the Statutory Auditor/Auditor by any of the following alternative means: sending a registered letter, fax to the last residence/headquarters of each Shareholder, as well as by letter sent electronically (email), at least ten (10) days before the date of the General Meeting". - Approve introduction of a new article in the Articles of Incorporation of the Company and the amendment of the Articles of Incorporation accordingly, as follows:
"12.10. General Meetings of the Shareholders of the Company may also be held by remote means of communication, including but not limited to one of the following: a) conference call or b) video call, provided that such remote means of communication meet the technical conditions necessary for the identification of the presence of the
Shareholders and the uninterrupted transmission of the debates". - Approve the updated version of the Articles of Incorporation of the Company, to reflect the amendments approved by the Company's shareholders.
345,537,456 votes were validly casted representing 89.6517% from the total number of votes exercisable and 8.9651% from the sharecapital of which:
- 345,537,456 votes "for" representing 100% from the total votes validly casted;
- 0 votes "against" representing 0% from the total votes validly casted.
39,884,544 votes were not casted representing 10.3483% from the total number of votes exercisable.
Item 2 on the agenda "Approve the voting exercise of S.N.G.N. Romgaz S.A. legal representative at M-I Petrogas Extraordinary General Meeting of Shareholders"
The resolution approved for item 2 on the agenda is as follows:
"S.N.G.N. Romgaz S.A. Extraordinary General Meeting of Shareholders approves the voting exercise of S.N.G.N. Romgaz S.A. legal representative at M-I Petrogas Extraordinary General Meeting of Shareholders according to Art. 1 above".
345,537,456 votes were validly casted representing 89.6517% from the total number of votes exercisable and 8.9651% from the sharecapital of which:
- 345,537,456 votes "for" representing 100% from the total votes validly casted;
- 0 votes "against" representing 0% from the total votes validly casted.
39,884,544 votes were not casted representing 10.3483% from the total number of votes exercisable.
Item 3 on the agenda "Authorise the Chairman and the Secretary of the meeting to sign the resolution of the Extraordinary General Meeting of Shareholders"
The resolution approved for item 3 on the agenda is as follows:
"Authorizes the Chairman and the Secretary of the meeting to sign the resolution of the Extraordinary General Meeting of Shareholders".
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345,537,456 votes were validly casted representing 89.6517% from the total number of votes exercisable and 8.9651% from the sharecapital of which:
- 345,537,456 votes "for" representing 100% from the total votes validly casted;
- 0 votes "against" representing 0% from the total votes validly casted.
39,884,544 votes were not casted representing 10.3483% from the total number of votes exercisable.
Chairman of the meeting
Botond Balazs
Secretary of the meeting
Claudiu-Aurelian Popa
Technical secretary
Anca Antal
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SNGN Romgaz SA published this content on 11 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2024 05:54:04 UTC.