CURRENT REPORT
In
compliance with Law no. 24/2017 regarding Issuers of Financial
Instruments and Market Operations and F.S.A. Regulation
no. 5/2018
Report date: May 30,
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: 3,854,224,000 RON
Regulated market where the issued securities are
traded: Bucharest Stock Exchange
(BVB), London Stock Exchange (LSE)
Significant events
to be reported:
·
Convening of the Ordinary General
Meeting of Shareholders of S.N.G.N. Romgaz S.A. on July 1 (2),
2024, 1:00 PM (Romania time)
·
Convening of the Extraordinary
General Meeting of Shareholders of S.N.G.N. Romgaz S.A. July 1 (2),
2024, 2:00 PM (Romania time)
In compliance with Company Law no. 31/1990, Law no.
24/2017 (R) on Issuers of Financial Instruments and Market
Operations and F.S.A. 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) and the
Extraordinary General Meeting of Shareholders (EGSM), on
July 1 (2), 2024.
The Reference Date for identifying the shareholders
entitled to attend and vote in the OGSM and the EGSM is
June 20, 2024.
Informational documents related to the OGSM and EGSM
Agenda will be available starting with May 31, 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 Notices of the OGSM and EGSM were
approved by S.N.G.N. Romgaz S.A. Board of Directors on May 30,
2024. The Convening Notices of the OGSM and EGSM are 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 July 1 (2), 2024
Resolution of the Board of Directors no. 39 from May
30, 2024
EGSM Convening Notice on July 1 (2), 2024
Resolution of the Board of Directors no. 40 from May
30, 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 July 1, 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 Approve the 2024 rectified individual Income and
Expenditure Budget of S.N.G.N. Romgaz S.A.
Item 2 Approve the increase of reserves related
to financing of major investments or national interest projects or
to financing of subsidiaries that make such
investments
Item 3 Approve the entering into a
credit facility in the form of a current account credit line with
Banca Transilvania S.A., in an aggregate amount of
EUR 150,000,000, equivalent in
RON
Item 4 Approve the entering into a
credit facility in the form of a credit line with UniCredit Bank
S.A., in an aggregate amount of EUR 100,000,000
Item 5 Approve the authorisation of
the Board of Directors of the Company, with the possibility of
subdelegation, to issue any resolution and to perform any
necessary, desirable and/or appropriate legal acts and deeds for
the fulfillment of the above Ordinary General Meeting of
Shareholders resolutions
Item 6 Approve the authorisation of the Company's
general manager, with the right to subdelegate, in the name and on
behalf of the Company, to perform any operations in order to comply
with and ensure the opposability of the above Ordinary General
Meeting of Shareholders resolutions.
Item 7 Report on certain significant
transactions with affiliated parties concluded between
S.N.G.N. Romgaz S.A. and banks during April 23, 2024 - May 22,
2024
Item 8 Report on some transactions
concluded by S.N.G.N. Romgaz S.A. with other public companies
during February 2024 - May 2024
Item 9 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 June 20, 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 May 31, 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 every
working day, between 7:30 am - 3:30 pm (Romania time), as well as
on Saturday, June 29, 2023, between 7:30 am - 11:00 am (Romania
time). 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) approval 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 June 17, 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 JULY 1, 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 June 17, 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 JULY 1, 2024".
Starting with June 19, 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 June 26, 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 JULY 1, 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:
ii)
in person - direct vote;
iii) through a representative with a special or general power of
attorney;
iv)
by correspondence.
The special power of attorney
form:
a) will be available, in Romanian and
English, as from May 31, 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 June 29, 2024,
11:00 am (Romania Time), in
sealed envelope, clearly marked with
capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF JULY 1, 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 June 29, 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 May
31, 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
June 29, 2024, 11:00 am (Romania Time), clearly marked
with capital letters "FOR THE ORDINARY GENERAL MEETING OF
SHAREHOLDERS OF JULY 1, 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 June 19,
2024.
The Voting Ballots/ special or
general powers of attorney which are not received at ROMGAZ
Correspondence Entry or by e-mail until June 29, 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
July 1, 2024 the OGMS shall
be convened on July 2, 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 June 20,
2024.
The rules established in this
convening notice for organizing the OGMS meeting on July 1, 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 July 1, 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 July 1,
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 July 1,
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 DRAGOȘ
DRĂGAN
-----------------------------------------
BOARD OF
DIRECTORS
R E S O L U T I O N NO. 39/
2024
of the Board of Directors of
Societatea Nationala de Gaze Naturale
"ROMGAZ" - S.A.
Medias,
taken at the meeting of May
30, 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 July 1, 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 July 2, 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 July 1, 2024, 1:00 pm, are not
met.
c) Establish June 30, 2024 as the "Reference Date",
namely the identification date of the shareholders entitled to
participate in the OGMS of July 1, 2024 and to cast their votes
during such meeting.
d) Approve the following OGMS Agenda of July 1,
2024:
"Item 1 Approve the 2024
rectified individual Income and Expenditure Budget of S.N.G.N.
Romgaz S.A.
Item 2 Approve the
increase of reserves related to financing of major investments or
national interest projects or to financing of subsidiaries that
make such investments
Item 3 Approve the
entering into a credit facility in the form of a current account
credit line with Banca Transilvania S.A., in an aggregate amount of
EUR 150,000,000, equivalent in RON
Item 4 Approve the
entering into a credit facility in the form of a credit line with
UniCredit Bank S.A., in an aggregate amount of EUR
100,000,000
Item 5 Approve the
authorisation of the Board of Directors of the Company, with the
possibility of subdelegation, to issue any resolution and to
perform any necessary, desirable and/or appropriate legal acts and
deeds for the fulfillment of the above Ordinary General Meeting of
Shareholders resolutions
Item 6 Approve the authorisation of the Company's
general manager, with the right to subdelegate, in the name and on
behalf of the Company, to perform any operations in order to comply
with and ensure the opposability of the above Ordinary General
Meeting of Shareholders resolutions.
Item 7 Report on certain significant
transactions with affiliated parties concluded between
S.N.G.N. Romgaz S.A. and banks during April 23, 2024 - May
22, 2024
Item 8 Report on some transactions concluded by
S.N.G.N. Romgaz S.A. with other public companies during February
2024 - May 2024
Item 9 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 S.N.G.N. ROMGAZ S.A. to sign the
Convening Notice of the OGMS which will be held on July 1,
2024.
CHAIRMAN OF
THE BOARD OF
DIRECTORS
DAN DRAGOȘ
DRĂGAN
---------------------------------------------
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 Extraordinary General Meeting of Shareholders
(EGMS) on July 1, 2024, at 2:00 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 Approve of a corporate notes
issuance programme (the "Programme")
Item 2 Approving the issuance and
inaugural offering of notes based on the corporate notes ("Notes")
issuance program during 2024, up to the amount of EUR
500,000,000
Item 3 Approving all actions and formalities
needed, useful and/or appropriate for the admission to trading of
the Programme and the Notes issued under the
Programme
Item 4 Approve the authorisation of
the Board of Directors of the Company, with the possibility of
subdelegation, to issue any resolution and to perform any
necessary, desirable and/or appropriate legal acts and deeds for
the fulfillment of the above Extraordinary General Meeting of
Shareholders resolutions
Item 5 Approve the authorisation of the Company's
general manager, with the right to subdelegate, in the name and on
behalf of the Company, to perform any operations in order to comply
with and ensure the opposability of the above Extraordinary General
Meeting of Shareholders resolutions.
Item 6 Amend S.N.G.N. Romgaz S.A. -
Filiala de Înmagazinare Gaze Naturale Depogaz Ploiești S.R.L.
Articles of Incorporation as follows:
1.1.Introduction of the following secondary activities in Article
2.1 - Scope of Activity:
- NACE code 7211 - Research and experimental
development on biotechnology;
- NACE code 7219 - Other research and experimental
development on natural sciences and engineering;
- NACE code 7220 - Research and experimental
development on social sciences and humanities;
-
NACE code 4222 - Works related to construction of
telecommunications and electricity lines;
- NACE code 4322 - Plumbing, heat and
air-conditioning installation;
- NACE code 3320 - Installation of
industrial machinery and equipment and outfit;
- NACE code 4299 - Works related to
construction of other civil engineering projects not elsewhere
classified;
- NACE code 4329 - Other construction
installation;
- NACE code 4399 - Other specialized
construction activities not elsewhere classified.
Item 7 Approve the updated version of
S.N.G.N. Romgaz S.A. - Filiala de Înmagazinare Gaze Naturale
Depogaz Ploiești S.R.L. Articles of Incorporation to reflect the
above mentioned amendments
Item 8 Approve the draft resolution in
order to be signed by the legal representative of S.N.G.N. Romgaz
S.A.
Item 9 Authorise the Chairman and the
Secretary of the meeting to sign the resolution of the
Extraordinary General Meeting of Shareholders
Only shareholders who are registered
as S.N.G.N. ROMGAZ S.A. shareholders on June 20, 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
EGMS.
Informational documents related to
the items of the EGMS agenda, the draft of resolutions proposed to
be adopted by EGMS shall be available as off May 31, 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 every
working day, between 7:30 am - 3:30 pm (Romania time), as well as
on Saturday, June 29, 2023, between 7:30 am - 12:00 am (Romania
time). The shareholders of the Company may
obtain, upon request, copies of the documents related to the items
included on the EGMS 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 EGMS;
b) approval of draft EGMS
resolutions for the items included on the agenda of the EGMS or for
new items proposed to be included on the agenda.
The request to add new items on the
agenda of the EGMS 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 EGMS;
e) it will include the request
to submit for approval to EGMS 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 EGMS, and,
as the case may be, the power of attorney mandating the
conventional representative to request new items on the agenda of
EGMS, 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 June 17, 2024,
3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF JULY 1, 2024".
The request for EGMS approval of
draft resolutions for the items included on the agenda of EGMS
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 EGMS 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 EGMS and as the case may be, the power of attorney based on
which the conventional representative expresses the request to
submit for EGMS 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 June 17, 2024,
3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF JULY 1, 2024".
Starting with June 19, 2024 the requests to add one
or more additional items on the EGMS agenda, as well as the
requests to submit for approval of the EGMS resolution drafts for
the items included on the EGMS 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 EGMS agenda.
The application requesting an answer
to the addressed questions related to the items of the EGMS 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 EGMS 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 EGMS 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 June 26, 2024,
3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF JULY 1, 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 EGMS and may
vote:
ii) in
person - direct vote;
iii) through
a representative with a special or general power of
attorney;
iv) by
correspondence.
The special power of attorney
form:
a) will be
available, in Romanian and English, as
from May
31, 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
EGMS;
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 June 29, 2024,
12:00 am (Romania Time), in
sealed envelope, clearly marked with
capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF JULY 1,
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 June 29, 2024, 12:00 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 EGMS, 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 May 31,
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
EGMS.
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
June 29, 2024, 12:00 am (Romania Time), clearly marked
with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF JULY 1, 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 June 19,
2024.
The Voting Ballots/ special or
general powers of attorney which are not received at ROMGAZ
Correspondence Entry or by e-mail until June 29, 2024, 12:00 am (Romania Time)
shall not be counted for
establishing the existence / non-existence of the majority of
validly cast votes in the EGMS.
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 EGMS, 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 EGMS not be met on the first date, namely
July 1, 2024 the EGMS shall
be convened on July 2, 2024 at
2:00 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 EGMS is the same,
namely June 20,
2024.
The rules established in this
convening notice for organizing the EGMS meeting on July 1, 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 EGMS meeting
on July 1, 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 Extraordinary General
Meeting of Shareholders on July 1,
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 Extraordinary General Meeting of Shareholders on July 1,
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 DRAGOȘ
DRĂGAN
---------------------------------------------------
BOARD OF
DIRECTORS
R E S O L U T I O N NO. 40/
2024
of the Board of Directors of
Societatea Nationala de Gaze Naturale
"ROMGAZ" - S.A.
Medias,
taken at the meeting of May
30, 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 Extraordinary General
Meeting of Shareholders of Societatea Nationala de Gaze Naturale
"ROMGAZ" S.A. (EGMS) on July 1, 2024, 2:00 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 July 2, 2024, 2:00 pm (Romania time)
for the second Extraordinary General Meeting of Shareholders of
Societatea Nationala de Gaze Naturale "ROMGAZ" S.A., if the
validity conditions for the EGMS of July 1, 2024, 2:00 pm, are not
met.
c)
Establish June 20, 2024 as the "Reference Date", namely the
identification date of the shareholders entitled to participate in
the EGMS of July 1, 2024 and to cast their votes during such
meeting.
d) Approve the following EGMS Agenda of July 1,
2024:
"Item 1 Approve of a corporate notes issuance
programme (the "Programme")
Item 2 Approving the issuance and inaugural
offering of notes based on the corporate notes ("Notes") issuance
program during 2024, up to the amount of EUR
500,000,000
Item 3 Approving all actions and
formalities needed, useful and/or appropriate for the admission to
trading of the Programme and the Notes issued under the
Programme
Item 4 Approve the authorisation
of the Board of Directors of the Company, with the possibility of
subdelegation, to issue any resolution and to perform any
necessary, desirable and/or appropriate legal acts and deeds for
the fulfillment of the above Extraordinary General Meeting of
Shareholders resolutions
Item 5 Approve the authorisation of the Company's
general manager, with the right to subdelegate, in the name and on
behalf of the Company, to perform any operations in order to comply
with and ensure the opposability of the above Extraordinary General
Meeting of Shareholders resolutions.
Item 6 Amend S.N.G.N. Romgaz
S.A. - Filiala de Înmagazinare Gaze Naturale Depogaz Ploiești
S.R.L. Articles of Incorporation as follows:
1.1.Introduction of the following secondary activities in Article
2.1 - Scope of Activity:
- NACE code 7211 - Research and experimental
development on biotechnology;
- NACE code 7219 - Other research and
experimental development on natural sciences and
engineering;
- NACE code 7220 - Research and experimental
development on social sciences and humanities;
- NACE code 4222 - Works related to
construction of telecommunications and electricity
lines;
- NACE code 4322 - Plumbing, heat and
air-conditioning installation;
- NACE code 3320 - Installation of
industrial machinery and equipment and outfit;
- NACE code 4299 - Works related to
construction of other civil engineering projects not elsewhere
classified;
- NACE code 4329 - Other construction
installation;
- NACE code 4399 - Other specialized
construction activities not elsewhere classified.
Item 7 Approve the updated
version of S.N.G.N. Romgaz S.A. - Filiala de Înmagazinare
Gaze Naturale Depogaz Ploiești S.R.L. Articles of
Incorporation to reflect the above mentioned
amendments
Item 8 Approve the draft
resolution in order to be signed by the legal representative of
S.N.G.N. Romgaz S.A.
Item 9 Authorise the Chairman and the Secretary
of the meeting to sign the resolution of the Extraordinary 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 EGMS which will
be held on July 1, 2024.
CHAIRMAN OF
THE BOARD OF
DIRECTORS
DAN DRAGOȘ
DRĂGAN