TIDMSNGR
RNS Number : 8581X
S.N.G.N. Romgaz S.A.
23 December 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: December 23, 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:
-- Resolution of the Ordinary General Meeting of Shareholders of
S.N.G.N. ROMGAZ S.A. of December 23, 2019 (OGMS)
-- Changes in the Board of Directors as a result of
revocation/election of the Board of Directors members
The quorum condition for OGMS has been fulfilled according to
the provisions of Article 15, paragraph 12 from S.N.G.N. ROMGAZ
S.A. Articles of Incorporation and of Article 112, paragraph 1 from
the Company Law no. 31/1990.
In the OGMS from December 23, 2019, was approved the revocation
of the following S.N.G.N. ROMGAZ S.A. Board of Directors
members:
Ø Mrs. Stan-Olteanu Manuela-Petronela
Ø Mr. Havrilet Niculae
Ø Mr. Parpala Caius-Mihai
Ø Mr. Harabor Tudorel
Ø Mr. Cimpeanu Nicolae
Furthermore, the following persons were elected as S.N.G.N.
ROMGAZ S.A. Board of Directors interim members:
Ø Mr. Jude Aristotel Marius
Ø Mrs. Stan-Olteanu Manuela-Petronela
Ø Mr. Harabor Tudorel
Ø Mr. Marin Marius-Dumitru
Ø Mr. Botond Balazs
According to art. 64(1) from GEO 109/2011 on corporate
governance of public enterprises, as subsequently amended and
supplemented by Law 111/2016, the mandate term of the Board of
Directors elected members, during the OGMS from December 23, 2019,
was established to 4 (four) months.
Attached:
Resolution no. 11 of the Ordinary General Meeting of
Shareholders of S.N.G.N. ROMGAZ S.A. of December 23, 2019.
Director General,
Constantin Adrian VOLINTIRU
--------------------------------------
RESOLUTION NO. 11/December 23, 2019
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 December 23, 2019, 1:00 pm (Romania time)
at the headquarters of "ROMGAZ", located in Medias, 4 Constantin
Motas square, Sibiu County Romania, the conference room, issues the
following:
R E S O L U T I O N
Article 1
Approves the revocation of the following Board of Directors
members of Societatea Nationala de Gaze Naturale "ROMGAZ" SA.:
-- Mrs. Stan Olteanu Manuela Petronela;
-- Mr. Havrilet Niculae;
-- Mr. Parpala Caius-Mihai;
-- Mr. Harabor Tudorel;
-- Mr. Cimpeanu Nicolae.
Article 2
Approves the election of the following Board of Directors
interim members of Societatea Nationala de Gaze Naturale "ROMGAZ"
S.A.:
-- Mr. Jude Aristotel Marius, domiciled in Medias, Sibiu county,
professional qualification legal advisor;
-- Mrs. Stan Olteanu Manuela Petronela, domiciled in Voluntari,
Ilfov county, professional qualification legal advisor;
-- Mr. Harabor Tudorel domiciled in Barlad, Vaslui county, professional qualification economist;
-- Mr. Marin Marius-Dumitru, domiciled in Deva, Hunedoara
county, professional qualification economist;
-- Mr. Botond Balazs, domiciled in Medias, Sibiu county,
professional qualification legal advisor.
Article 3
The mandate term of the Board of Directors members is
established to 4 (four) months, in accordance with GEO 109/2011 on
corporate governance of public enterprises, Art. 64(1) as
subsequently amended and supplemented by Law 111/2016, for interim
directors appointed in accordance with item 2 above.
Article 4
The monthly gross fixed allowance of the nonexecutive members of
the Board is equal to two times the average of the last 12 months
of the monthly gross average salary for the activity performed in
compliance with the main business activity of the company, at the
class level compliant with the activities classification in the
national economy, communicated by the National Institute of
Statistics prior to their appointment, in compliance with Article
37, paragraph (1) of GEO no 109/2011.
Article 5
Approves the mandate contract draft to be concluded with the
newly elected members of the Board of Directors in accordance with
the proposal of the shareholder, the Romanian State, through the
Ministry of Economy, Energy and Business Environment.
Article 6
The representative of the majority shareholder, the Romanian
State acting through the Ministry of Economy, Energy and Business
Environment, is mandated to sign the mandate contracts with the
members of S.N.G.N. ROMGAZ S.A. Board of Directors.
The present Resolution was signed on December 23, 2019, in 4
(four) original copies.
CHAIRMAN OF
THE BOARD OF DIRECTORS
STAN OLTEANU MANUELA PETRONELA
SECRETARY OF THE MEETING
SUSANU NICU-ROMEO
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END
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