TIDMSNGR
RNS Number : 0984U
S.N.G.N. Romgaz S.A.
20 November 2019
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: November 20, 2019
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:
-- Convening of the Ordinary General Meeting of Shareholders of
S.N.G.N. ROMGAZ S.A. on December 23 (24), 2019, 1:00 PM (Romania
time)
In compliance with Company Law no. 31/1990, Issuers of Financial
Instruments and Market Operations Law no. 24/2017 and A.S.F.
Regulation no. 5/2018 on Issuers of Financial Instruments and
Market Operations, S.N.G.N. ROMGAZ S.A. convenes the Company's
shareholders at the Ordinary General Meeting of Shareholders (OGMS)
on December 23 (24), 2019.
The Reference Date for identifying the shareholders entitled to
attend and vote in the OGMS is December 12, 2019.
Informational documents related to the OGMS Agenda will be
available as from November 22, 2019, at ROMGAZ Correspondence
Entry, as well as on the company's website www.romgaz.ro, Investor
Relations Section - General Meeting of Shareholder.
The Convening Notice of the OGMS was approved by ROMGAZ Board of
Directors on November 19, 2019. The Convening Notice of the OGMS is
to be published in the Official Gazette of Romania Part IV and in
at least one widely-spread Romanian newspaper.
Attached:
Convening Notice of OGMS on December 23 (24), 2019
Resolution of the Board of Directors no. 42 from November 19,
2019
Chief Executive Officer,
Constantin Adrian VOLINTIRU
-------------------------------------------------------------
C O N V E N I N G N O T I C E
The Board of Directors of 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, with a subscribed and paid up share capital of RON
385,422,400 (hereinafter referred to as "ROMGAZ" or the
"Company"),
CONVENES
the Ordinary General Meeting of Shareholders (OGMS) on December
23, 2019, at 1:00 pm (Romania Time) at the headquarters of S.N.G.N.
"ROMGAZ" - S.A., located in Medias, 4 Constantin Motas Square,
Sibiu County, in the conference room, having the following:
AGA
Item 1 Revocation of SNGN Romgaz S.A. Board of Directors interim
members holding the position as of the date of shareholders'
general meeting
Item 2 Election of SNGN Romgaz S.A. Board of Directors interim members
Item 3 Establishing the mandate term of the newly elected Board
of Directors members for a period of 4 (four) months starting with
date of their appointment
Item 4 Establishing the fixed gross monthly allowance of the
newly elected Board members in compliance with Article 37,
paragraph (1) and (2) of GEO NO. 109/2011
Item 5 Approval of the mandate contract draft to be concluded
with the new members of the Board of Directors
Item 6 Mandating a person on behalf of the shareholders to sign
the mandate contracts with the new members of the Board of
Directors
Only shareholders who are registered as S.N.G.N. "ROMGAZ" S.A.
shareholders on December 12, 2019 (the "Reference Date") in the
Company's Register of Shareholders kept and issued by Depozitarul
Central S.A. (Central Depositary) may attend and cast their votes
in OGMS.
Informational documents related to the items of the OGMS agenda,
the draft of resolutions proposed to be adopted by OGMS will be
available as from November 22, 2019, on working days, at the
registry desk of the Company located in Medias, 4 Constantin Motas
Square, Sibiu County, Romania, postal code 551130 ("ROMGAZ
Correspondence Entry") as well as on the website of the Company
(www.romgaz.ro). ROMGAZ Correspondence Entry is open every business
day, as well as on Saturday, December 21, 2019 and Sunday, December
22, 2019 between 7:30 am - 3:30 pm (Romania time). The shareholders
of the Company may obtain, upon request, copies of the documents
related to the items included on the OGMS agenda.
The list with information regarding the last and first name,
residence and professional experience of the persons proposed as
interim directors shall be available for shareholders at ROMGAZ
Correspondence Entry as well as on the company's website
(https://www.romgaz.ro/en/aga) as of November 22, 2019.
Shareholders may review the list, supplement it and make candidates
proposals. Company's shareholders may receive, upon request, copies
of the list with information regarding the last and first name,
residence and professional experience of the persons proposed as
interim directors.
Shareholders shall make candidates proposals for election as
interim directors of S.N.G.N. "ROMGAZ" - S.A. Board of Directors,
taking into account that the proposal shall be made in writing and
moreover it shall fulfil cumulatively the following conditions:
a) it will include the last and first name, identity card type,
serial number and number of the identity card, permanent residence
or residence, as the case may be, and citizenship of the
shareholder, if the proposal is filed by a shareholder acting as
natural person, or the name, registered office address, the
shareholders registration number and the name of the
institution/public authority where the shareholder, legal person,
has applied to obtain the legal status, if the candidate proposal
is filed by one shareholder acting as legal person;
b) it will include, as the case may be, the last name, first
name, personal identification number and citizenship of the legal
representative who makes the proposal on behalf and on account of
the shareholder;
c) it will include, as the case may be, the last name, first
name, personal identification number and citizenship of the
conventional representative, natural person or the name,
registration number of the shareholder and the name of the
institution/public authority where the shareholder, legal entity,
has applied to obtain the legal status, and the last name and first
name of the legal representative of the conventional representative
of the shareholder, legal person, who makes the candidate proposal
on behalf and on account of the shareholder;
d) it will include the signature of the shareholder, of the
legal representative or, as the case may be, of the conventional
representative:
e) to indicate for each candidate separately the last and first
name, residence and professional experience;
f) to attach the candidates CV's, in Romanian or English;
g) it will be sent to and registered at ROMGAZ Correspondence
Entry, in Romanian or English, by any type of courier service with
proof of delivery, or by e-mail with incorporated extended
electronic signature, in accordance with Law no. 455/2001 on the
electronic signature, at secretariat.aga@romgaz.ro by December 9,
2019, 3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF DECEMBER 23, 2019".
Starting with December 10, 2019 the final list with information
regarding the last and first name, residence and professional
experience of the persons proposed as interim directors shall be
available for shareholders and may be reviewed at ROMGAZ
Correspondence Entry or on the Company's website
https://www.romgaz.ro/en/aga.
One or more shareholders representing, individually or jointly,
at least 5% of the share capital of the Company may demand, through
a request submitted to the Board of Directors of the Company:
a) the insertion of additional items on the agenda of the OGMS;
b) approval of draft OGMS resolutions for the items included on
the agenda of the OGMS or for new items proposed to be included on
the agenda.
The request to add new items on the agenda of the OGMS shall be
made in writing and it will fulfil cumulatively the following
conditions:
a) it will include the last and first name, identity card type,
serial number and number of the identity card, permanent residence
or residence, as the case may be, and citizenship of the
shareholder/shareholders, if the request is filed by one or more
shareholders acting as natural person, and/or the name, registered
office address, the shareholder/shareholders registration number
and the name of the institution/authority where the shareholder,
legal person, has applied to obtain the legal status, if the
request is filed by one or more shareholders acting as legal
persons;
b) it will include, as the case may be, the last name, first
name, personal identification number and citizenship of the legal
representative/representatives who file the request on behalf of
the shareholder/shareholders;
c) it will include, as the case may be, the last name, first
name, personal identification number and citizenship of the
conventional representative/representatives, natural persons,
and/or name, registration number of the shareholder/shareholders
and the name of the institution/authority where the shareholder,
legal entity, has applied to obtain the legal status, and the last
name and first name of the legal representative of the conventional
representative/representatives of the shareholder/shareholders,
legal persons, who file the request on behalf and on account of the
shareholder/shareholders;
d) it will include the request to add new items on the agenda of the OGMS;
e) it will include the request to submit for approval to OGMS
the draft resolutions for the new items included in the request to
add new items on the agenda;
f) it will include the shareholder's, legal representative's or
the conventional representative's signature, as the case may
be,
g) it will have as annex the draft resolution/resolutions
submitted for approval of OGMS, and, as the case may be, the power
of attorney mandating the conventional representative to request
new items on the agenda of OGMS, on behalf and on the account of
the shareholder/shareholders;
h) it will be sent to and registered at ROMGAZ Correspondence
Entry, in Romanian or English, by any type of courier service with
proof of delivery, or by e-mail with incorporated extended
electronic signature, in accordance with Law no. 455/2001 on the
electronic signature, at secretariat.aga@romgaz.ro by December 9,
2019, 3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF DECEMBER 23, 2019".
The request for OGMS approval of draft resolutions for the items
included on the agenda of OGMS shall be in writing, and, it will
fulfil cumulatively the following conditions:
a) it will include the last and first name, the identity card
type, serial number and number, permanent residence or residence,
as the case may be, and citizenship of the shareholder, if the
request is filed by a shareholder, natural person, or the name,
registered office address, the shareholder registration number and
the institution/public authority where the shareholder, legal
entity, has applied to obtain the legal status, if the request is
filed by a shareholder acting as legal entity;
b) it will include, as the case may be, the last name, first
name, personal identification number and citizenship of the legal
representative who files the request on behalf of the
shareholder;
c) as the case may be, to include the last and first name,
personal identification number, address and citizenship of the
conventional representative natural person, or the name,
registration number of the shareholder and the name of the public
institution/authority where the legal person shareholder recorded
to obtain legal personality, as well as the last and first name of
the conventional representative's legal representative, legal
person making the request on behalf and on account of the
shareholder;
d) to include the request to submit for OGMS approval of one or
more resolution drafts for the items on the agenda;
e) the signature of the shareholder, legal representative or as
the case may be of the conventional representative;
f) to attach the resolution draft/drafts requested to be
submitted for approval of the OGMS and as the case may be, the
power of attorney based on which the conventional representative
expresses the request to submit for OGMS approval one or more
resolution drafts for the items on the agenda, for and on behalf of
the shareholder/shareholders;
g) it will be sent to and registered at ROMGAZ Correspondence
Entry, in Romanian or English, by any type of courier service with
proof of delivery, or by e-mail with incorporated extended
electronic signature, in accordance with Law no. 455/2001 on the
electronic signature, at secretariat.aga@romgaz.ro by December 9,
2019, 3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF DECEMBER 23, 2019".
Starting with December 11, 2019 the requests to add one or more
additional items on the OGMS agenda, as well as the requests to
submit for approval of the OGMS resolution drafts for the items
included on the OGMS agenda may be reviewed at ROMGAZ
Correspondence Entry or at https://www.romgaz.ro/en/aga.
Company shareholders may address questions and request an answer
to such questions related to items on the OGMS agenda.
The application requesting an answer to the addressed questions
related to the items of the OGMS agenda, shall be made in writing
and it will fulfil cumulatively the following conditions:
a) the last and first name, type of identity document, series
and number of the identity document, address and, as the case may
be, residence and citizenship of the shareholder if the application
is made by a shareholder natural person, or the name, address of
the registered office, registration number of the shareholder and
the name of the public institution/authority where the legal person
shareholder is registered to obtain legal personality, if the
application is made by a legal person shareholder;
b) as the case may be, to include the first and last name,
personal identification number and citizenship of the legal
representative that makes the request on behalf and on account of
the shareholder;
c) as the case may be, to include the last and first name,
personal identification number, address and citizenship of the
conventional representative natural person, or the name,
registration number of the shareholder and the name of the public
institution/authority where the legal person shareholder recorded
to obtain legal personality, as well as the last and first name of
the conventional representative's legal representative, legal
person making the request on behalf and on account of the
shareholder;
d) to include the request to receive an answer to the addressed
questions related to the items on the OGMS agenda by indicating
such questions;
e) the signature of the shareholder, of the legal representative
or a the case may be of the conventional representative;
f) as the case may be, to attach the power of attorney based on
which the conventional representative files the application to
receive an answer to the questions related to the OGMS agenda, on
behalf and on account of the shareholders;
g) it will be sent to and registered at ROMGAZ Correspondence
Entry, in Romanian or English, by any type of courier service with
proof of delivery, or by e-mail with incorporated extended
electronic signature, in accordance with Law no. 455/2001 on the
electronic signature, at secretariat.aga@romgaz.ro by Decembrie 19,
2019, 3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF DECEMBER 23, 2019".
Shareholders registered on the Reference Date in the Company's
Register of Shareholders kept and issued by Depozitarul Central
S.A. may attend the OGMS and may vote:
i. in person - direct vote;
ii. through a representative with a special or general power of attorney;
iii. by correspondence.
To ensure the secrecy of the vote on revocation and election of
directors, according to legal provisions the vote for revocation
and election of interim directors shall be casted by each
shareholder/shareholder representative in separate voting ballots
and, as the case may be, by special powers of attorney, different
from those used for casting the vote on other items of the
agenda.
The special power of attorney for revocation and election of
interim directors of the Board of Directors:
a) will be available, in Romanian and English, as from December
10, 2019 at ROMGAZ Correspondence Entry and on the Company's web
page https://www.romgaz.ro/en/aga;
b) will include the shareholder identification method, the
number of owned shares, as well as the voting options "for" or
"against" or "abstain" for every issue to be voted upon;
c) will be filled in and signed by the shareholder, in three
counterparts: one for the shareholder, one for the representative
and one for the Company.
The special power of attorney for all other items on the agenda
of the Ordinary General Meeting of Shareholders:
a) will be available, in Romanian and English, as from November
22, 2019 at ROMGAZ Correspondence Entry and on the Company's web
page https://www.romgaz.ro/en/aga
b) will include the shareholder identification method, the
number of owned shares, as well as the voting options "for" or
"against" or "abstain" for every issue to be voted upon;
c) will be updated by the Company if new items are added on the agenda of the OGMS;
d) will be filled in and signed by the shareholder, in three
counterparts: one for the shareholder, one for the representative,
and one for the Company.
The general power of attorney will be awarded by the shareholder
acting as client, only to an agent as it is defined under Art. 2,
Par. 1, point 20 of Law No. 24/2017 on issuers of financial
instruments and market operations, or to an attorney-at-law.
If the representative of the shareholder/shareholders is a
credit institution providing custodial services, it may participate
and vote in the GMS if it gives an affidavit, signed by the credit
institution's legal representative, stating:
a) clearly, the name of the shareholders on whose behalf the
credit institution participates and votes in the GMS;
b) that the credit institution provides custodial services for that respective shareholder;
The special powers of attorney, the general powers of attorney
and the affidavits of the credit institutions providing custodial
services for one or more shareholders shall be
transmitted/submitted in original copy, in Romanian or English the
shareholder or by the credit institution, as the case may be, to
ROMGAZ Correspondence Entry by any form of courier service with
proof of delivery no later than December 22, 2019, 11:00 am
(Romania Time), in sealed envelope, clearly marked with capital
letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF
DECEMBER 23, 2019".
The special powers of attorney, the general powers of attorney
and the affidavits of the credit institutions providing custodial
services for one or more shareholders, may be also sent by e-mail
to the company at: secretariat.aga@romgaz.ro having attached an
incorporated extended electronic signature in accordance with Law
No. 455/2001 on electronic signature, no later than December 22,
2019, 11:00 am (Romania Time).
The capacity as legal representative may be also proved by
providing an excerpt issued by the Trade Register (or by another
institution of similar authority of the resident country of the
shareholder being a foreign legal person), in original or certified
true copy, in case the shareholder did not provide, for whatever
reason, appropriate information on his or her legal representative,
to Depozitarul Central SA/participant, within 3 months from the
date of his or her appointment/replacement.
Documents proving the capacity as legal representative, prepared
in a foreign language other than English, will be accompanied by
their certified translation into Romanian or English.
The shareholders of the Company may vote by correspondence,
prior to OGMS, by using the voting ballot form for the vote by
correspondence (the "Voting Ballot").
The voting ballot for the vote by correspondence for revocation
and election of interim directors of the Board of Directors,
holding the position on the date of the general meeting of
shareholders:
a) will be available, in Romanian and English, as from December
10, 2019 at ROMGAZ Correspondence Entry and on the Company's web
page (https://www.romgaz.ro/en/aga);
b) will provide the shareholder's identification method, the
number of owned shares and the voting options "for" or "against" or
"abstain" for each issue to be voted upon;
The voting ballot for the vote by correspondence for all other
items on the agenda of the general meeting of shareholders:
a) will be available, in Romanian and English, as from November
22, 2019 at ROMGAZ Correspondence Entry and on the Company's web
page (https://www.romgaz.ro/en/aga);
b) will provide the shareholder's identification method, the
number of owned shares and the voting options "for" or "against" or
"abstain" for each issue to be voted upon;
c) will be updated by the Company if new items are added on the agenda of the OGMS;
The Voting Ballots shall be transmitted as original copies, in
Romanian or English, to ROMGAZ Correspondence Entry, by any form of
courier service with proof of delivery, or by e-mail at:
secretariat.aga@romgaz.ro, having attached an incorporated extended
electronic signature in accordance with Law No. 455/2001 on
electronic signature, no later December 22, 2019, 11:00 am (Romania
Time), clearly marked with capital letters "FOR THE ORDINARY
GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 23, 2019".
If new items are added on the Agenda, after publishing the
Convening Notice, the templates of the special power of attorney
and Voting Ballot will be available at ROMGAZ Correspondence Entry
and on the Company web page (https://www.romgaz.ro/en/aga), as from
December 11, 2019.
The Voting Ballots/ special or general powers of attorney which
are not received at ROMGAZ Correspondence Entry or by e-mail until
December 22, 2019, 11:00 am (Romania Time) shall not be counted
towards the quorum and the votes validly cast in the OGMS.
If the agenda is supplemented/ updated and the shareholders do
not submit their updated power of attorney and/or Voting Ballots,
the special power of attorney and the Voting Ballots submitted
prior to supplementation/update of the agenda shall be taken into
account, only for the items included in the initial agenda, also
included in the supplemented/updated agenda, for which they were
issued.
Shareholders access in the meeting room, authorized to attend
the OGMS, is allowed based on simple proof of identity, as
follows:
a) in case of shareholders being natural persons - based on the identity document;
b) in case of legal representative of the shareholder, legal
person - based on the identity document or of documents certifying
the quality as legal representative of the shareholder legal
person;
c) in case of a conventional representative, the documents
provided at letters a) or b) above, together with the special or
general power of attorney.
Should the statutory quorum for convening the OGMS not be met on
the first date, namely December 23, 2019 the OGMS shall be convened
on December 24, 2019 at 1:00 pm (Romania Time), at the same venue
and with the same agenda. In the event of a new convening, the
Reference Date for identifying the shareholders entitled to attend
and vote in the OGMS is the same, namely December 12, 2019.
The rules established in this convening notice for organizing
the OGMS meeting on December 23, 2019, shall be supplemented by
legal provisions applicable to public companies whose shares are
traded on the securities market.
In case of conflict between the rules established in this
convening notice and the legal provisions, the legal provisions
applicable to public companies whose shares are traded on the
securities market shall be applied.
Personal data collected by the Company directly from
shareholders and/or their representatives, and indirectly from
Depozitarul Central S.A. for the OGMS meeting on December 23, 2019,
are processed to identify the persons entitled to exercise their
rights as shareholders as regards the meeting and for establishing
the resolutions adopted by the Ordinary General Meeting of
Shareholders on December 23, 2019.
Additional information on processing personal data of
shareholders and shareholder's representatives, natural persons,
may be found by reviewing the Information Notice on processing of
personal data, on the Company's webpage
(https://www.romgaz.ro/en/aga) for the Ordinary General Meeting of
Shareholders on December 23, 2019.
Additional information may be obtained from the Secretariat
Office of the General Meeting of Shareholders and the Board of
Directors, phone 0040 374 401643, and on the Company's web page
(www.romgaz.ro
CHAIRMAN OF
THE BOARD OF DIRECTORS
STAN-OLTEANU MANUELA-PETRONELA
------------------------------------------------------------------------------
BOARD OF DIRECTORS
R E S O L U T I O N NO 42/ 2019
of the Board of Directors of Societatea Nationala de Gaze
Naturale
"ROMGAZ" - S.A. Medias,
taken at the meeting of November 19, 2019
The Board of Directors of Societatea Nationala de Gaze Naturale
"ROMGAZ" - S.A issues the following:
R E S O L U T I O N:
Article 1
In accordance with provisions of Article 117 (1) of Company Law
NO 31/1990, republished, as subsequently amended and supplemented
and of Article 13 (1) of Articles of Incorporation of Societatea
Nationala de Gaze Naturale "ROMGAZ"-S.A., updated, the Board of
Directors decides upon the following:
a) Approve the convening of the Ordinary General Meeting of
Shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" S.A.
(OGMS) on December 23, 2019, 1:00 pm, at the headquarters of SNGN
ROMGAZ SA, in Medias, 4 Constantin Motas Square, Sibiu County, the
conference room
b) Establish December 23, 2019, 1:00 pm (Romania time) for the
second Ordinary General Meeting of Shareholders of Societatea
Nationala de Gaze Naturale "ROMGAZ" S.A., if the validity
conditions for the OGMS of December 24, 2019, 1:00 pm, are not
met
c) Establish December 12, 2019 as the "Reference Date", namely
the identification date of the shareholders entitled to participate
in the OGMS of December 23, 2019 and to cast their votes during
such meeting
d) Approve the following OGMS Agenda of December 23, 2019:
"Item 1 Revocation of SNGN Romgaz S.A. Board of Directors
interim members holding the position as of the date of
shareholders' general meeting
Item 2 Election of SNGN Romgaz S.A. Board of Directors interim members
Item 3 Establishing the mandate term of the newly elected Board
of Directors members for a period of 4 (four) months starting with
date of their appointment
Item 4 Establishing the fixed gross monthly allowance of the
newly elected Board members in compliance with Article 37,
paragraph (1) and (2) of GEO NO. 109/2011
Item 5 Approval of the mandate contract draft to be concluded
with the new members of the Board of Directors
Item 6 Mandating a person on behalf of the shareholders to sign
the mandate contracts with the new members of the Board of
Directors"
e) Authorizes the Chairman of the Board of Directors of
Societatea Nationala de Gaze Naturale, "ROMGAZ" SA, Ms.
Stan-Olteanu Manuela-Petronela, to sign the Convening Notice of the
OGMS which will be held on December 23, 2019.
CHAIRMAN OF
THE BOARD OF DIRECTORS
STAN-OLTEANU MANUELA-PETRONELA
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END
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