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 27, 2024
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 April 4 (5), 2024, 1:00 PM
(Romania time)
In compliance with Company Law no. 31/1990, Law no.
24/2017 on Issuers of Financial Instruments and Market Operations
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
(OGSM) on April 4 (5),
2024.
The Reference Date for identifying the shareholders
entitled to attend and vote in the OGSM is March 22, 2024.
Informational documents related to the OGSM Agenda
will be available starting with March 1, 2024, at ROMGAZ Correspondence
Entry, as well as on the company's website www.romgaz.ro, at
Investors Section -
General Meeting of
Shareholders.
The Convening of the OGSM was approved by S.N.G.N.
ROMGAZ S.A. Board of Directors on February 27, 2024. The Convening
Notice of the OGSM is to be published in the Official Gazette of
Romania Part IV and in at least one widely spread Romanian
newspaper.
Attached:
OGSM
Convening Notice on April 4 (5), 2024.
Resolution of the Board of Directors no. 14
from February 27, 2024
Chief Executive
Officer,
Răzvan
POPESCU
-------------------------------------------------------------
C O N V E N I N G N O T I C
E
The Board of Directors of SNGN "ROMGAZ" - SA, 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, (hereinafter referred to as "ROMGAZ" or the "Company"),
CONVENES
the Ordinary General Meeting of Shareholders
(OGMS) on April 4, 2024, at 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, having the
following:
AGENDA
Item 1
Approval of proceedings for liability of Mr.
Adrian Volintiru, in accordance with provisions of art. 155, par.
(1) and (2) of Company Law no. 31/1990 for damages caused to SNGN
Romgaz SA
Item 2
Report on some significant transactions with afiliates
concluded by SNGN Romgaz SA with banking companies during January
26, 2024 - February 19, 2024
Item 3
Report on some transactions concluded by Romgaz with
other public companies during December 2023 - January 2024
Item 4
Authorise the Chairman and the Secretary of the
meeting to sign the resolution of the Ordinary General Meeting of
Shareholders
Only shareholders who are registered as S.N.G.N.
ROMGAZ S.A. shareholders on March
22, 2024 (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 shall be available as off March 1, 2024, on working days, at the
registry desk of the Company's headquarters 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
(https://www.romgaz.ro/en/shareholder-meetings).
ROMGAZ
Correspondence Entry is open between
hours 7:30 am - 3:30 pm (Romania Time), except for non-business
days and public holidays. The shareholders of the Company may
obtain, upon request, copies of the documents related to the items
included on the OGMS agenda.
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) pproval 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 March 18, 2024, 3:30
pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF APRIL 4, 2024".
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 March 18, 2024, 3:30
pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF APRIL 4, 2024".
Starting with March 21, 2024 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/shareholder-meetings).
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 March 28, 2024, 3:30
pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF APRIL 4, 2024".
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.
The special power of attorney form:
a) will be
available, in Romanian and English, as from
March 1, 2024
at ROMGAZ Correspondence Entry and on the Company's web page
(https://www.romgaz.ro/en/shareholder-meetings);
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 April 2, 2024, 11:00 am (Romania Time), in sealed
envelope, clearly marked with capital letters "FOR THE
ORDINARY GENERAL MEETING OF SHAREHOLDERS OF APRIL 4,
2024".
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 April 2, 2024,
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:
a) will be available, in Romanian
and English, as from March 1,
2024 at ROMGAZ Correspondence Entry and on the
Company's web page (https://www.romgaz.ro/en/shareholder-meetings
);
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
April 2, 2024, 11:00 am (Romania Time), clearly marked
with capital letters "FOR THE ORDINARY GENERAL MEETING OF
SHAREHOLDERS OF APRIL 4, 2024".
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/shareholder-meetings),
as from March 21,
2024.
The Voting Ballots/ special or general powers
of attorney which are not received at ROMGAZ Correspondence Entry
or by e-mail until April 2,
2024, 11:00 am
(Romania Time) shall not be counted for
establishing the existence / non-existence of the majority of
validly cast votes 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 April 4, 2024 the OGMS shall be
convened on April 5, 2024 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 March 22,
2024.
The rules established in this convening notice
for organizing the OGMS meeting on April 4, 2024, 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 April
4, 2024, 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 April 4,
2024.
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/shareholder-meetings)
for the Ordinary General Meeting of Shareholders on April 4,
2024.
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
(https://www.romgaz.ro/en/shareholder-meetings).
CHAIRMAN OF
THE BOARD OF DIRECTORS
DAN DRAGOS DRAGAN
--------------------------------------------------
BOARD OF DIRECTORS
R E S O L U T I O N NO. 14/ 2024
of the Board of Directors of Societatea
Nationala de Gaze Naturale
"ROMGAZ" - S.A. Medias,
taken at the meeting of February 27,
2024
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 April
4, 2024, 1:00 pm, at the S.N.G.N. ROMGAZ S.A. working point located
in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5th
floor.
b) Establish April
5, 2024, 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
April 4, 2024, 1:00 pm, are not met.
c) Establish
March 22, 2024 as the "Reference Date", namely the identification
date of the shareholders entitled to participate in the OGMS of
April 4, 2024 and to cast their votes during such
meeting.
d)
Approve the following OGMS Agenda of April 4, 2024:
"Item 1
Approval of proceedings for liability of Mr. Adrian
Volintiru, in accordance with provisions of art. 155, par. (1) and
(2) of Company Law no. 31/1990 for damages caused to SNGN Romgaz
SA
Item 2
Report on some significant transactions with afiliates
concluded by SNGN Romgaz SA with banking companies during January
26, 2024 - February 19, 2024
Item 3
Report on some transactions concluded by Romgaz with other
public companies during December 2023 - January 2024
Item
4 Authorise the Chairman and the
Secretary of the meeting to sign the resolution of the Ordinary
General Meeting of Shareholders".
e)
Authorise Mr. Dan Dragoș Drăgan as Chairman of the Board of
Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" S.A. to
sign the Convening Notice of the OGMS which will be held on April
4, 2024.
CHAIRMAN OF
THE BOARD OF DIRECTORS
DAN DRAGOS DRAGAN