Societatea Naţională de Gaze Naturale Romgaz S.A. - Mediaş - România

CURRENT REPORT

In compliance with Law no. 24/2017 regarding Issuers of Financial Instruments and Market Operations and A.S.F. Regulation no. 5/2018

Report date: September 9, 2021

Company name: Societatea Nationala de Gaze Naturale ROMGAZ S.A.

Address: Medias, 4 Constantin I. Motas Square, Sibiu County - Romania, 551130

Phone/fax no: 004-0374-401020 /004-0269-846901

Fiscal Code: RO14056826

LEI Code: 2549009R7KJ38D9RW354

Trade Register registration number: J32/392/2001

Subscribed and paid in share capital: 385,422,400 RON

Regulated market where the issued securities are traded: Bucharest Stock

Exchange (BVB), London Stock Exchange (LSE)

Significant event to be reported:

  • Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of September 9, 2021 (OGMS);
  • Election of 7 interim S.N.G.N. ROMGAZ S.A. Board Of Directors' members, for a 4 (four) months mandate, starting with September 13, 2021 and ending on January 13, 2022.

The quorum conditions for the OGMS have been fulfilled according to the provisions of Article 15, paragraph 12 from S.N.G.N. ROMGAZ S.A. Articles of Incorporation and Article 112, paragraph 1 from the Company Law no.31/1990.

Attached: Resolution no. 7 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of September 9, 2021

Chief Executive Officer,

Aristotel Marius JUDE

Capital social: 385.422.400 lei

CIF: RO 14056826

Nr. Ord.reg.com/an : J32/392/2001

RO08 RNCB 0231 0195 2533 0001 - BCR Mediaş RO12 BRDE 330S V024 6190 3300 - BRD Mediaş

S.N.G.N. Romgaz S.A. 551130, Piața C.I. Motaş, nr.4 Mediaş, jud. Sibiu - România Telefon 004-0374-401020 Fax 004-0269-846901E-mail secretariat@romgaz.ro www.romgaz.ro

Societatea Naţională de Gaze Naturale Romgaz S.A. - Mediaş - România

RESOLUTION NO. 7/September 9, 2021

of the Ordinary General Meeting of Shareholders

Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.

Registered office: Medias, 4 Constantin Motas square, Sibiu County, Romania, registered with the Trade Register Office attached to Sibiu Law Court under no.

J32/392/2001, fiscal code RO 14056826

The Ordinary General Meeting of Shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A joined in the meeting, at its first convening, of September 9, 2021, 1:00 pm (Romania time) at the S.N.G.N. ROMGAZ S.A. working point located in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5th floor, issues the following:

R E S O L U T I O N

Article 1

Appoints Mr. Dan Dragoș Drăgan, as S.N.G.N. ROMGAZ S.A. interim board member.

The resolution was approved with 283,063,427 votes representing 73.4424% from the sharecapital and 93.3125% from the total votes validly casted.

Article 2

Appoints Mr. Sergiu George Niculescu, as S.N.G.N. ROMGAZ S.A. interim board member.

The resolution was approved with 270,052,455 votes representing 70.0666% from the sharecapital and 89.0234% from the total votes validly casted.

Article 3

Appoints Mr. Aristotel Marius Jude, as S.N.G.N. ROMGAZ S.A. interim board member.

The resolution was approved with 291,010,807 votes representing 75.5044% from the sharecapital and 95.9324% from the total votes validly casted.

Capital social: 385.422.400 lei

S.N.G.N. Romgaz S.A.

551130, Piața C.I. Motaş, nr.4

CIF: RO 14056826

Mediaş, jud. Sibiu - România

Nr. Ord.reg.com/an : J32/392/2001

Telefon: 004-0374 - 401020

Fax: 004-0269-846901

RO08 RNCB 0231 0195 2533 0001 - BCR Mediaş

E-mail: secretariat@romgaz.ro

RO12 BRDE 330S V024 6190 3300 - BRD Mediaş

www.romgaz.ro

Article 4

Appoints Mr. Nicolae Bogdan Simescu, as S.N.G.N. ROMGAZ S.A. interim board member.

The resolution was approved with 298,579,067 votes representing 77.4680% from the sharecapital and 98.4237% from the total votes validly casted.

Article 5

Appoints Mrs. Manuela Petronela Stan Olteanu, as S.N.G.N. ROMGAZ S.A. interim board member.

The resolution was approved with 275,265,792 votes representing 71.4193% from the sharecapital and 90.7420% from the total votes validly casted.

Article 6

Appoints Mr. Botond Balazs, as S.N.G.N. ROMGAZ S.A. interim board member.

The resolution was approved with 275,495,167 votes representing 71.4788% from the sharecapital and 90.8176% from the total votes validly casted.

Article 7

Appoints Mr. Gheorghe Silvian Sorici, as S.N.G.N. ROMGAZ S.A. interim board member.

The resolution was approved with 270,052,455 votes representing 70.0666% from the sharecapital and 89.0234% from the total votes validly casted.

Article 8

Approves the term of mandate of interim board members appointed in compliance with art. 1-7, of 4 (four) months starting with September 13, 2021 and ending on January 13, 2022.

The resolution was approved with 278,246,762 votes representing 72.1927% from the sharecapital and 91.7247% from the total votes validly casted.

Article 9

Establishes the fixed gross monthly remuneration of non-executive interm board members, equal two times the average over the past 12 months of the gross average monthly salary, for the activity performed according to the main business scope registered by the company, at class level according to the activity classification in the national economy, communicated by the National Statistics Institute prior to the appointment

The resolution was approved with 285,815,022 votes representing 74.1563% from the sharecapital and 94.2196% from the total votes validly casted.

Article 10

Approves the template of the mandate contract to be concluded with interim board members, according to the annex.

The resolution was approved with 278,246,762 votes representing 72.1927% from the sharecapital and 91.7247% from the total votes validly casted.

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Article 11

Authorises the Ministry of Energy representative in the Ordinary General Meeting of Shareholders to sign for and on behalf of SNGN ROMGAZ SA the contracts of mandate.

The resolution was approved with 293,171,875 votes representing 76.0651% from the sharecapital and 96.6448% from the total votes validly casted.

Article 12

Authorises the Chairperson and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders.

The resolution was approved with 303,349,927 votes representing 78.7058% from the sharecapital and 100% from the total votes validly casted.

This document was drafted on September 9, 2021, in 4 (four) copies.

CHAIRMAN OF THE MEETING

DAN DRAGOS DRAGAN

SECRETARY OF THE MEETING

CATALINA CARMEN CIOBANU

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ANNEX

DIRECTOR AGREEMENT NO._____

WHEREAS:

  • Law No. 31/1990, Company Law, republished, as amended and supplemented, hereinafter referred to as Law No. 31/1990
  • Government Emergency Ordinance No. 109/2011 on public companies corporate governance as amended and supplemented by Law No.111/2016, hereinafter referred to as GEO No. 109/2011
  • Government Decision No. 722/2016 on approving the Enforcement Guidelines of certain provisions of Government Emergency Ordinance No. 109/2011 on corporate governance of public enterprises, hereinafter referred to as G.D. No. 722/2016
  • Government Decision No. 26/2013 on strengthening financial discipline at the level of economic operators in which the state or administrative-territorial units are sole or majority shareholders or directly or indirectly hold a majority stake, as amended and supplemented
  • The provisions of Article 1913 and the following, as well as Article 2009 and the following of Law No. 287/2009 on the Civil Law, as amended and supplemented

and whereas:

Resolution of the Ordinary General Meeting of Shareholders No. ………… of …………..

appointing Mr./Mrs. ……………. as member of the Board of Directors, who has expressly

accepted such appointment, and who will exercise, together with the other members of the Board of Directors its duties, provided by GEO No. 109/2011 on public companies corporate governance, as amended and supplemented;

Pursuant to the provisions of Article 142 of the Company Law No. 31/1990, republished, as amended and supplemented, the Board of Directors is responsible for the performance of all acts necessary and useful for the fulfilment of the company's object of activity, except those reserved by law for the General Meeting of Shareholders;

The form of the Director Agreement, including the fixed gross allowance due to the directors, was approved by Resolution No. …….. of……… of the Ordinary General Meeting

of Shareholders in accordance with the Government Decision No. 722/2016 on approving the Enforcement Guidelines of certain provisions of Government Emergency Ordinance No. 109/2011 on corporate governance of public enterprises, as amended and supplemented and with Law No. 31/1990, Company Law, republished, as amended and supplemented;

The General Meeting of Shareholders of ………………S.A. from …………………….. decided that

this Director Agreement shall be signed by the shareholders/representative, Mr./Mrs.

…………….

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SNGN Romgaz SA published this content on 09 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 September 2021 14:31:01 UTC.