TIDMSNGR
RNS Number : 0562D
S.N.G.N. Romgaz S.A.
28 February 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: February 28, 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 February 28, 2022 (OGMS);
-- Approval of S.N.G.N. ROMGAZ S.A. Individual Income and Expenditure Budget for 2022
-- Election of 6 (six) interim members of Board of Directors and
setting the duration of their mandate at 4 (four) months, starting
with March 14, 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.
S.N.G.N. ROMGAZ S.A. Individual Income and Expenditure Budget
for 2022, approved by OGMS Resolution no. 2 from February 28, 2022,
will be available, starting today, on the company's website
www.romgaz.ro , at Investors - News & Events.
Attached: Resolution no. 2 of the Ordinary General Meeting of
Shareholders of S.N.G.N. ROMGAZ S.A. on February 28, 2022
Chief Executive Officer,
Aristotel Marius JUDE
--------------------------------------------------
RESOLUTION NO. 2/February 28, 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
The Ordinary General Meeting of Shareholders of Societatea
Nationala de Gaze Naturale "ROMGAZ" - S.A joined in the meeting, at
its first convening, of February 28, 2022, 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, 5(th) floor, issues the
following:
R E S O L U T I O N
Article 1
Approves S.N.G.N. Romgaz S.A. 2022 individual Income and
Expenditure Budget .
The resolution was approved 306,992,334 votes representing
79.6509% from the sharecapital and 99.9412% from the total votes
validly casted.
Article 2
Takes note of Romgaz S.A. Group consolidated Income and
Expenditure Budget for 2022 .
The resolution was approved 306,992,334 votes representing
79.6509% from the sharecapital and 99.9412% from the total votes
validly casted .
Article 3
Ratifies/approves the contracts on transferring gas quantities
covered by the Gas Sale and Purchase Agreement No 8/2016, as
modified and supplemented by subsequent Addenda, concluded with
Compania Municipala Termoenergetica Bucuresti and S.C. Vest-Energo
S.A..
The resolution was approved 299,424,074 votes representing
77.6873% from the sharecapital and 97.4774% from the total votes
validly casted .
Article 4
The selection of the following interim members of Societatea
Nationala de Gaze Naturale "ROMGAZ SA" Board of Directors is
approved:
-- Mister Dan Dragos Dragan, domiciled in Bucharest, professional qualification economist;
The resolution was approved with 302,199,910 votes representing
78.4075% from the sharecapital and 98.3810% from the total votes
validly casted .
-- Mister Aristotel Marius Jude, domiciled in Medias, Sibiu
county, professional qualification legal advisor;
The resolution was approved with 303,031,008 votes representing
78.6231% from the sharecapital and 98.6516% from the total votes
validly casted.
-- Mister Cezar Batog, domiciled in Bucharest, professional qualification economist;
The resolution was approved with 274,313,825 votes representing
71.1723% from the sharecapital and 89.3027% from the total votes
validly casted.
-- Mister Nicolae Bogdan Simescu, domiciled in Medias, Sibiu
county, professional qualification engineer ;
The resolution was approved with 302,840,508 votes representing
78.5737% from the sharecapital and 98.5896% from the total votes
validly casted.
-- Mister Botond Balazs, domiciled in domiciled in Medias, Sibiu
county, professional qualification legal advisor;
The resolution was approved with 279,756,537 votes representing
72.5844% from the sharecapital and 91.0746% from the total votes
validly casted.
-- Mister Gheorghe Silvian Sorici, domiciled in Cisnadie, Sibiu
county, professional qualification economist.
The resolution was approved with 274,313,825 votes representing
71.1723% from the sharecapital and 89.3027% from the total votes
validly casted.
Article 5
Duration of the Board of Directors members' mandate is
established to 4 (four) months, pursuant to the provisions of
article 64(1) of GEO No. 109/2011 on corporate governance of public
enterprises, approved with amendments and supplements by Law No.
111/2016, for members of the Board of Directors appointed in
accordance with the above mentioned article, beginning with March
14, 2022.
The resolution was approved with 287,623,478 votes representing
74.6255 % from the sharecapital and 93.8314% from the total votes
validly casted .
Article 6
The fixed monthly gross allowance of the appointed members of
the Board of Directors is set to twice the average for the last 12
months of the average gross monthly salary for the activity
performed pursuant to the registered main activity of the company,
at class level in accordance with the classification of activities
in the national economy, communicated by the National Institute of
Statistics prior to the appointment, pursuant to the provisions of
article 37 of GEO No. 109/2011.
The resolution was approved with 282,180,766 votes representing
73.2134 % from the sharecapital and 92.0558% from the total votes
validly casted .
Article 7
The form of the mandate contract to be concluded with the
members selected in accordance with the proposal of the Romanian
State shareholder acting through the Ministry of Energy is
approved.
The resolution was approved with with 286,460,913 votes
representing 74.3239 % from the sharecapital and 93.4521% from the
total votes validly casted .
Article 8
The representative of the majority shareholder, the Romanian
State acting through the Ministry of Energy, is mandated to sign
the mandate contracts with the members of S.N.G.N. ROMGAZ S.A.
Board of Directors.
The resolution was approved with 287,623,478 votes representing
74.6255 % from the sharecapital and 93.8314% from the total votes
validly casted .
Article 9
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 306,381,736 votes representing
79.4925% from the sharecapital and 99.9509% from the total votes
validly casted .
This document was drafted on February 28, 2022 , in 4 (four)
copies.
CHAIRMAN OF
THE BOARD OF DIRECTORS
DAN DRAGOS DRAGAN
SECRETARY OF THE MEETING
NICU-ROMEO SUSANU
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END
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