TIDMSNGR
RNS Number : 6818X
S.N.G.N. Romgaz S.A.
06 January 2022
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: January 6, 2022
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 events to be reported:
-- Resolution of the Ordinary General Meeting of Shareholders of
S.N.G.N. ROMGAZ S.A. of January 6, 2022 (OGMS);
-- Approval of the extension of the mandate term for S.N.G.N.
ROMGAZ S.A. Board of Directors by two (2) months as from the
expiration date. S.N.G.N. ROMGAZ S.A. BoD members were elected in
the OGMS on September 9, 2021, mandate term being set at four (4)
months, 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 of Article 112 from the Company
Law no.31/1990.
Attached: Resolution no. 1 of the Ordinary General Meeting of
Shareholders of S.N.G.N. ROMGAZ S.A. on January 6, 2022
Chief Executive Officer,
Aristotel Marius JUDE
------------------------------------------------
RESOLUTION NO. 1/January 6, 2022
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
On January 6, 2022, 1:00 pm (Romania time) , the shareholders of
Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., (hereinafter
referred to as "the Company" or "ROMGAZ") have joined at the
Ordinary General Meeting of Shareholders ("OGMS") of "ROMGAZ" at
its first convening, at the SNGN ROMGAZ SA working point located in
Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5(th) floor,
the OGMS being opened by its Chairman, Mrs. Stan Olteanu Manuela
Petronela, as director of the company, authorised by Board of
Directors Resolution no. 1 from January 5, 2022 to exercise the
duties of the Chairman of the Board of Directors of Societatea
Nationala de Gaze Naturale "ROMGAZ" - S.A., for the Ordinary
General Meeting of Shareholders on January 6, 2022.
In accordance with Article 129 of Law no. 31/1990, "ROMGAZ"
shareholders appoint Mr. Susanu Nicu-Romeo as OGMS secretary.
Further to the debates, "ROMGAZ" shareholders, issues the
following:
R E S O L U T I O N
Article 1
Approves the extension of the mandate term for Societatea
Nationala de Gaze Naturale ROMGAZ SA Board of Directors by two
months from the expiration date, in compliance with the provisions
of article 64(1), paragraph (5) GEO No. 109/2011 on corporate
governance of public enterprises .
The resolution was approved with 282,669,206 votes representing
73.3401% from the sharecapital and 86.6093% from the total votes
validly casted .
Article 2
Approves the template of the addendum to the contract of mandate
that extends by two months the mandate term of Board members,
according to the annex.
The resolution was approved with 282,669,206 votes representing
73.3401% from the sharecapital and 86.6093% from the total votes
validly casted .
Article 3
Mandates the representative of the majority shareholder, the
Ministry of Energy, to sign the addenda extending the term of
Societatea Nationala de Gaze Naturale ROMGAZ SA Board of Directors
contracts of mandate.
The resolution was approved with 282,669,206 votes representing
73.3401% from the sharecapital and 86.6093% from the total votes
validly casted .
Article 4
Mandates the Chairperson and the Secretary of the meeting to
sign the resolution of the Ordinary General Meeting of
Shareholders.
The resolution was approved with 326,372,693 votes representing
84.6792% from the sharecapital and 100% from the total votes
validly casted .
This document was drafted on January 6, 2022 , in 4 (four)
copies.
CHAIRMAN OF THE MEETING
STAN OLTEANU MANUELA PETRONELA
SECRETARY OF THE MEETING
SUSANU NICU-ROMEO
ANNEX
ADDENDUM NO _________ TO THE CONTRACT OF MANDATE NO
_____________
Made between:
Societatea Na ional de Gaze Naturale ROMGAZ SA , a company
managed in an one-tier system, having its headquarters at Medias, 4
Constantin Motas Square, Sibiu County, registered with the Trade
Register Office of Sibiu Court under number J32/392/2001, fiscal
code RO 14056826, IBAN Code RO08 RNCB 0231 0195 2533 0001 opened at
BCR Medias, represented by Mr. ___________________, as principle
("The Company"),
and
Mr/Mrs __________________, born on ________ in
_____________________, County __________, resident in
__________________, street _______, no____ , building______,
apartment ______, County _______________, identified by ID series
____ no. _____, issued by________________, on______, personal
identification number______________, as member of the Board of the
Directors ("Board Member").
Whereas:
- The provisions of Article 64^1, paragraph 5 of Government
Emergency Ordinance no. 109/2011 on corporate governance of public
enterprises;
- The provisions of Article ________ of SNGN ROMGAZ SA Ordinary
General Meeting of Shareholders Resolution no. ________, approving
the extension of the interim directors' mandate for Mr./Mrs.
_________________ ;
- Contract of Mandate no. _____________concluded between the
Company and the Board Member;
The Company and the Board Member mutually agree to the
following:
Sole Article
The term of the Contract of Mandate no.___________ is extended
by 2 (two) months starting with ______________ until
__________.
This Addendum is concluded on ______________ in 2 (two) original
copies, each Party declaring that it has received one copy upon
signing.
The Company, by Board Member
______________________ __________________
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END
ROMFLFVVLFIRIIF
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