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: April
25, 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:
· Resolution of the Ordinary General Meeting of
Shareholders of S.N.G.N. Romgaz S.A. of April 25, 2024
(OGSM)
S.N.G.N. Romgaz S.A. brings to the attention of the
investors and the capital market the decisions taken within the
General Meeting of Shareholders held on April 25, 2024,
respectively:
·
Approval of the
Annual Separate Financial Statements and the Consolidated Financial
Statements for the year ended on December 31, 2023;
·
Approval of the
distribution of S.N.G.N. Romgaz S.A. 2023 net profit;
·
Approval of the
total gross dividend per share distributed from 2023 net profit and
from retained earnings, with total value of
0.1425 RON/share;
·
Establishment of
Payment Date for July 26, 2024;
· Establishment of Record Date for July 5, 2024,
namely the date for identifying the shareholders that benefit from
dividends;
·
Appointment of Pricewaterhousecoopers Audit
S.R.L as S.N.G.N. Romgaz S.A. financial auditor;
·
Setting the
minimum term for the financial audit contract to three years for
provision of specific services for 2024, 2025 and 2026.
The quorum conditions for the OGSM have been
fulfilled according to the provisions of Article 15, paragraph 12
from S.N.G.N. Romgaz S.A. Articles of Incorporation and Article 112
from the Company Law no.31/1990.
Attached:
Resolution no. 6 of the Ordinary General
Meeting of Shareholders of S.N.G.N. Romgaz S.A. of April 25,
2024
Chief Executive
Officer,
Razvan
POPESCU
--------------------------------------------------------------
RESOLUTION NO. 6/April 25,
2024
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
April 25, 2024, 1:00 pm (Romania time) at the SNGN
ROMGAZ SA working point located in Bucharest, Sector 1, 59
Grigore Alexandrescu Street, 5th floor, issues the
following:
R E S O L U T I O N
Article
1
Takes note of the Consolidated Board
of Directors' Report on the activity performed in 2023.
The
resolution was approved with 344,403,686 votes representing
89.3576%
from the total number of
votes exercisable and 100% from the total votes validly
casted.
Article
2
Takes note of the Report of the
Independent Auditor Ernst & Young Assurance Services S.R.L. on
the Separate Financial Statements of S.N.G.N. ROMGAZ S.A. for the
year ended on December 31, 2023.
The
resolution was approved with 344,403,686 votes representing
89.3576%
from the total number of
votes exercisable and 100% from the total votes validly
casted.
Article
3
Takes note of the Report of the
Independent Auditor Ernst & Young Assurance Services S.R.L. on
the Consolidated Financial Statements of S.N.G.N. ROMGAZ S.A. Group
for the year ended on December 31, 2023.
The
resolution was approved with 344,403,686 votes representing
89.3576% from the total number of votes exercisable and 100% from
the total votes validly casted.
Article
4
Approves the Separate Financial
Statements of S.N.G.N. ROMGAZ S.A. for the year ended on December
31, 2023 prepared in compliance with the Order of the Ministry for
Public Finances no. 2844/2016.
The
resolution was approved with 349,666,833 votes representing
90.7231%
from the total number of
votes exercisable and 100% from the total votes validly
casted.
Article
5
Approves the Consolidated Financial
Statements of S.N.G.N. ROMGAZ S.A. Group for the year ended on
December 31, 2023 prepared in compliance with the Order of the
Ministry for Public Finances no. 2844/2016.
The
resolution was approved with 349,666,833 votes representing
90.7231%
from the total number of
votes exercisable and 100% from the total votes validly
casted.
Article
6
Approves the distribution of net
profit achieved by S.N.G.N. "ROMGAZ"- S.A. in 2023, as
follows:
I
|
Indicators
|
Year 2023 (RON)
|
0
|
1
|
2
|
A
|
Gross result of the financial year
|
3,322,886,111.85
|
B
|
Current income tax
|
668,409,596.00
|
C
|
Revenue from deferred income tax
|
11,225,825.71
|
C.1
|
Deferred income tax
|
16,425,566.34
|
D
|
Net result of the financial year [A-B+C-C.1],
(accounting profit after profit tax), including:
|
2,649,276,775.22
|
a
|
Legal reserves
|
0.00
|
b
|
Other reserves representing fiscal facilities
provided by law (Law no. 227/2015 - Article 22)
|
73,583,376.00
|
c
|
Coverage of losses in retained earnings (in
accordance with Article 1, paragraph (1), c) of GO no.
64/2001)
|
0.00
|
c1
|
Establishing own financing sources for
co-financed projects from external loans (in accordance with
Article 1, paragraph (1), c^1 of GO no. 64/2001)
|
0.00
|
d
|
Other distributions as provided by special
laws
|
0.00
|
E
|
Remaining net profit to be distributed
(D-a-b-c-c1-d)
|
2,575,693,399.22
|
e
|
Employees' participation to profit (in
accordance with Article 1, paragraph (1), e) of GO no.
64/2001)
|
42,364,442.00
|
f
|
Dividends due to shareholders (approx. 20.01% of net profit to be distributed)
[E+e]*20.01%
|
523,789,041.60
|
|
f1) - dividends to the
state budget
|
366,689,565.72
|
|
f2) - dividends to other
shareholders
|
157,099,475.88
|
|
- dividend/share (RON/share)
|
0.1359
|
g
|
Profit for establishing
reserves used to finance major investment projects or of national
interest or to finance subsidiaries involved in such
projects
|
785,490,851.20
|
h
|
Profit for
establishing own financing sources
[E-f-g]
|
1,266,413,506.42
|
The
resolution was approved with 293,931,207 votes representing
76.2622%
from the total number of
votes exercisable and 89.1398% from the total votes validly
casted.
Article
7
Approves the gross dividend of
RON 0.1359 per
share, distributed from the net profit achieved in
2023.
The
resolution was approved with 293,931,207 votes representing
76.2622% from the total number of votes exercisable and 89.1398%
from the total votes validly casted.
Article
8
Approves the distribution of
retained earnings representing the value of fixed asset
depreciation and fixed assets and investment projects abandoned
during the reporting year financed from the "expenditure quota
required for development and modernization of natural gas
production" in accordance with GO no. 168/1998, as subsequently
amended and supplemented, as follows:
a) RON 25,437,878.40 as
dividends, representing approximately 20.24% of the total value,
the dividend/share being RON 0.0066;
b) RON 62,453,768.78 for
own financing sources;
c) RON 37,771,395.20 for
establishing reserves used to finance major investment projects or
of national interest or to finance subsidiaries involved in such
projects".
The
resolution was approved with 293,931,207 votes representing
76.2622% from the total number of votes exercisable and 89.1398%
from the total votes validly casted.
Article
9
Approves the gross dividend of RON
0.0066 per share, distributed from retained
earnings.
The
resolution was approved with 293,931,207 votes representing
76.2622% from the total number of votes exercisable and 89.1398%
from the total votes validly casted.
Article
10
Approves the total gross dividend
per share in amount of RON 0.1425, out of which RON 0.1359 per
share related to the 2023 result and RON 0.0066 per share related
to retained earnings.
The
resolution was approved with 293,931,207 votes representing
76.2622% from the total number of votes exercisable and 89.1398%
from the total votes validly casted.
Article
11
Establishes July 26, 2024 as Payment
Day, for payment of dividends due to
shareholders.
The
resolution was approved with 349,672,463 votes representing
90.7246%
from the total number of
votes exercisable and 100% from the total votes validly
casted.
Article
12
Approves the employees'
participation in profit, in accordance with the provisions of
Government Ordinance no. 64/2001, in amount of RON
42,364,442.00.
The
resolution was approved with 349,666,833 votes representing
90.7231% from the total number of votes exercisable and 100% from
the total votes validly casted.
Article
13
Takes note of the 2023 Annual Report
of the Nomination and Remuneration Committee on the remuneration
benefits and/or other advantages granted to the Members of the
Board and Officers of S.N.G.N. ROMGAZ S.A..
The
resolution was approved with 321,361,350 votes representing
83.3791%
from the total number of
votes exercisable and 92.9940% from the total votes validly
casted.
Article
14
Approves the budgetary discharge of
the Board members for the financial year 2023.
The
resolution was approved with 349,008,010 votes representing
90.5522%
from the total number of
votes exercisable and 99.8674% from the total votes validly
casted.
Article
15
Takes note
of the Report on payments made to governments in
2023.
The
resolution was approved with 344,403,686 votes representing
89.3576%
from the total number of
votes exercisable and 100% from the total votes validly
casted.
Article
16
Appoints Pricewaterhousecoopers Audit S.R.L. as
financial auditor of S.N.G.N. Romgaz S.A..
The
resolution was approved with 329,118,785 votes representing
85.3918%
from the total number of
votes exercisable and 94.1235% from the total votes validly
casted.
Article
17
Sets the minimum term for the
financial audit contract to three years for providing specific
services for years 2024, 2025 and 2026.
The
resolution was approved with 329,118,785 votes representing
85.3918%
from the total number of
votes exercisable and 94.1235% from the total votes validly
casted.
Article
18
Takes note
of the conclusion of a Natural Gas Sales Contract between S.N.G.N.
ROMGAZ S.A. and Societatea Electrocentrale Bucuresti S.A. in March
2024.
The
resolution was approved with 344,403,686 votes representing
89.3576% from the total number of votes exercisable and 100% from
the total votes validly casted.
Article
19
Takes note
of the Report on certain transactions concluded between S.N.G.N.
ROMGAZ S.A. and other public companies during February
2024.
The
resolution was approved with 344,403,686 votes representing
89.3576% from the total number of votes exercisable and 100% from
the total votes validly casted.
Article
20
Establishes July 5, 2024 as the
Record Date, that is the date to determine the shareholders
eligible to receive dividends or other rights and who are affected
by the Resolutions of the Ordinary General Meeting of
Shareholders.
The
resolution was approved with 349,672,463 votes representing
90.7246%
from the total number of
votes exercisable and 100% from the total votes validly
casted.
Article
21
Establishes July 4, 2024 as Ex-Date
representing the date falling one settlement cycle minus one
business day before the Record Date, as of which the financial
instruments provided under the corporate bodies' resolutions are
traded without the rights resulting from such
resolution.
The
resolution was approved with 349,672,463 votes representing
90.7246%
from the total number of
votes exercisable and 100% from the total votes validly
casted.
Article
22
Authorises the Chairman and the
Secretary of the meeting to sign the resolution of the Ordinary
General Meeting of Shareholders.
The
resolution was approved with 349,672,463 votes representing
90.7246%
from the total number of
votes exercisable and 100% from the total votes validly
casted.
This document was drafted on
April 25, 2024, in 4 (four)
copies.
CHAIRMAN OF
THE BOARD OF
DIRECTORS
DAN DRAGOȘ
DRĂGAN
SECRETARY OF THE
MEETING
CLAUDIU - AURELIAN
POPA