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: July 1,
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:
· Resolution of the Ordinary General Meeting of
Shareholders of S.N.G.N. Romgaz S.A. of July 1, 2024
(OGMS)
· Resolution of the Extraordinary General
Meeting of Shareholders of S.N.G.N. Romgaz S.A. of July 1, 2024
(EGMS)
· Approval of the 2024 rectified individual
Income and Expenditure Budget of S.N.G.N. Romgaz S.A.
· Approval of a corporate notes issuance
programme (the "Programme") and of one or more issuances and
offerings of notes to be carried out under the Programme
·
Approval of the
inaugural issuance and offer of notes under the Programme, during
2024, for an amount of up to EUR 500,000,000 (or equivalent in RON
or in other currency)
· Approval of entering into two credit
facilities in the form of credit lines, in an aggregate amount of
EUR 250.000.000, for the purpose of covering the working capital
needs and the general needs and expenses of S.N.G.N. Romgaz
S.A.
The quorum conditions for both the OGSM and the EGSM
have been fulfilled according to the provisions of Article 15,
paragraph 12 and paragraph 14 from S.N.G.N. Romgaz S.A. Articles of
Incorporation and Article 112 and Article 115 from the Company Law
no.31/1990.
Attached:
Resolution no. 9 of the Ordinary General Meeting of
Shareholders of S.N.G.N. Romgaz S.A. on July 1, 2024
Resolution no. 10 of the Extraordinary General
Meeting of Shareholders of S.N.G.N. Romgaz S.A. on July 1, 2024
Chief Executive
Officer,
Razvan
POPESCU
--------------------------------------------------
RESOLUTION NO. 9/July 1,
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
July 1, 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
Approves the 2024 rectified Income and Expenditure of
S.N.G.N. Romgaz S.A. - individual.
The
resolution was approved with 3,353,767,300
votes representing
87.0155% from
the total number of votes exercisable and
99.7320%
from the total votes validly
casted.
Article
2
Approves the transfer of RON 1,097,297,572.80
from the reserves set up pursuant to O.G. No. 64/2001 Article 1,
letter g) to ensure own financing sources in reserves for financing
major investment or national interest projects or for financing
subsidiaries carrying out such investments.
The
resolution was approved with 3,418,047,461
votes representing
88.6832% from
the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
3
Approves of 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
150,000,000.00, with a maturity of 36 months from the date of
signing of the agreement, for the purpose of covering the working
capital needs of S.N.G.N. Romgaz S.A.
The
resolution was approved with 3,413,676,692
votes representing
88.5698% from
the total number of votes exercisable and
99.980%
from the total votes validly
casted.
Article
4
Approves of the entering into a
credit facility in the form of a credit line with UniCredit Bank
S.A., in an aggregate amount of EUR 100,000,000.00, with a maturity
of 24 months from the date of signing of the agreement, for the
purpose of covering the general needs and expenses of S.N.G.N.
Romgaz S.A.
The
resolution was approved with 3,414,541,692
votes representing
88.5923% from
the total number of votes exercisable and
99.9807%
from the total votes validly
casted.
Article
5
Authorizes the Board of Directors of the
S.N.G.N. Romgaz S.A, 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, including,
but not limited to the approval of any other details and terms of
the above mentioned agreements, including the applicable rates of
interest, the relevant fees, the availability periods, repayment of
the loans.
The
resolution was approved with 3,415,199,202
votes representing
88.6093% from
the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
6
Authorizes the CEO and CFO
of S.N.G.N. Romgaz S.A, in the name and on
behalf of the Company, with full power and authority, to sign the
agreements mentioned at the art. 3 and art. 4 as well as any
necessary, desirable and/or appropriate documents in connection
with the aforementioned agreements, to submit, collect any
documents, as well as to perform any necessary formalities before
any other authorities, public institutions, legal or natural
persons, as well as to perform any acts or operations in order to
comply with and ensure the opposability of the above Ordinary
General Meeting of Shareholders resolutions for the agreements
mentioned at the art. 3 and art. 4.
The
resolution was approved with 3,414,541,692
votes representing
88.5923% from
the total number of votes exercisable and
99.9807%
from the total votes validly
casted.
Article
7
Takes note takes note of the Report regarding
the transactions concluded by S.N.G.N. Romgaz S.A. with affiliated
parties during April 23, 2024 and May 22, 2024 pursuant to art. 52,
par. (3) of GEO 109/2011.
The
resolution was approved with 3,415,199,202
votes representing
88.6093% from
the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
8
Takes note of the Report on certain transactions
concluded between S.N.G.N. Romgaz S.A. and other public enterprises
during February - May 2024.
The
resolution was approved with 3,415,199,202
votes representing
88.6093% from
the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
9
Authorizes the Chairman and the Secretary of
the meeting to sign the resolution of the Ordinary General Meeting
of Shareholders.
The
resolution was approved with 3,426,883,672
votes representing
88.9125% from
the total number of votes exercisable and
100%
from the total votes validly
casted.
This document was drafted on
July 1, 2024, in 4 (four)
copies.
CHAIRMAN OF
THE BOARD OF
DIRECTORS
DAN DRAGOS
DRAGAN
SECRETARY OF THE MEETING
CLAUDIU - AURELIAN POPA
---------------------------------------------------------
RESOLUTION NO. 10/July 1,
2024
of the Extraordinary 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 Extraordinary General Meeting of
Shareholders of Societatea Nationala de Gaze
Naturale "ROMGAZ" - S.A. joined in the meeting, at its first
convening, of July 1, 2024, 2:00 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
Approves of (i) a corporate notes
(the "Notes") issuance programme (the "Programme") and (ii) one or
more issuances and offerings of Notes to be carried out under the
Programme (the "Offerings", each an "Offering"), with the Programme
having the following general characteristics:
· maximum aggregate principal amount of the Notes issued under
the Programme: EUR 1,500,000,000 (or equivalent of this amount in
any other currency);
· maximum initial maturity of Notes issued under the Programme:
7 years;
· the
Notes will be unsecured, non-convertible, governed by any
applicable law and may be issued in any form and type;
· currency of the issuance of Notes under the Programme: EUR
and/or RON and/or any other currency;
· interest applicable to the Notes issued under the Programme
shall be fixed or variable, or any other type of interest,
depending on market conditions; Notes can also be issued with or
without discount;
· coupon
frequency: annual, semi-annual or quarterly or any other
frequency.
The Board of Directors having full
authority to determine the terms and conditions of the Programme
and of any Offering, as set out in art. 4.
The
resolution was approved with 3,412,590,342
votes representing
88.5417% from
the total number of votes exercisable and
99.9807%
from the total votes validly
casted.
Article
2
Approval of the inaugural issuance and offer of
notes under the Programme during 2024 for an amount of up to EUR
500,000,000 (or equivalent in RON or in other currency) ("Inaugural
Offering") and the authorisation of the Board of Directors to
determine the other terms and conditions of the issuance, including
its final terms, depending on market conditions and in accordance
with art. 4.
The
resolution was approved with 3,412,590,342
votes representing
88.5417% from
the total number of votes exercisable and
99.9807%
from the total votes validly
casted.
Article
3
Approval of the undertaking by the
S.N.G.N. Romgaz S.A. of all necessary, useful and / or appropriate
actions and formalities for the admission to trading of the
Programme and of the Notes issued under the Programme on the
Luxembourg Stock Exchange and/or on the Bucharest Stock Exchange
and/or any other regulated market and/or trading venue located in
the European Union (the "Listings" and each of them the
"Listing").
The
resolution was approved with 3,412,590,342
votes representing
88.5417% from
the total number of votes exercisable and
99.9807%
from the total votes validly
casted.
Article
4
Authorizes of the Board of Directors
of the S.N.G.N. Romgaz S.A., with the possibility of
subdelegation:
a) To issue any
resolution, decision and carry out any necessary, desirable and/or
appropriate acts and deeds for implementing the resolutions to be
adopted by the Extraordinary General Meeting of Shareholders,
including, but not limited to, establishment and approval of the
terms and conditions of the Programme, the Notes and form and type
thereof, any Offering, as well as any Listing (the Board of
Directors shall have full discretion regarding the adoption of any
decision on the Programme, the Notes, the Offerings, and the
Listings), ensuring drafting, the approval and publication of the
base prospectus or any supplement thereto and approving the type of
Offering, the issue amount, the issuance price according to market
conditions, and any other final terms and conditions of the
Inaugural Offering, and any other Offerings under the Programme,
the contractual terms, issuance, drawdown, early redemption,
interest/coupon, maturity, fees and charges, type of investors to
whom any Offering will be addressed, as well as approval of any
documents related to the Programme, the Inaugural Offering, the
Notes, any other Offering, and any Listing (including the approval
of the venue or exchange for a Listing), appointment of any
arrangers, dealers, bookrunners, managers and any other
intermediaries under the Programme and/or Inaugural Offering or any
Offering, and approval of any agreements with such dealers,
bookrunners, managers and any other intermediaries, fulfilling any
necessary legal acts and deeds, to the extent that they comply with
the related resolutions of the Extraordinary General Meeting of
Shareholders, as well as carrying out all necessary, desirable
and/or appropriate actions and formalities for the purpose of any
Listing; and
b) To approve any agreements
and/or arrangements regarding the Programme, the Notes issued under
the Programme, the Inaugural Offering and any other Offering and
any Listing, or any other arrangements, prospectuses, offering
documents, commitments, any agreements for subscription, sale,
agency/payment, trust, certificates, affidavits, registers,
notices, addenda and any other acts and/or documents necessary,
useful and/or appropriate, to fulfil any formalities and to
authorize and/or perform any other actions necessary to give full
effect to the Programme, the Inaugural Offering, any other
Offering, and any Listing, and to further empower and authorise
representatives of the Company to sign any such documents, to
perform any such formalities and to perform any such
actions.
The
resolution was approved with 3,412,590,342
votes representing
88.5417% from
the total number of votes exercisable and
99.9807%
from the total votes validly
casted.
Article
5
Authorizes the CEO and CFO of the S.N.G.N.
Romgaz S.A., in the name and on behalf of the Company, with full
power and authority, to sign any documents, to submit, to request
the publication of the resolutions in the Official Gazette of
Romania Part IV, to collect any documents, as well as to fulfil any
necessary formalities before the Trade Register, as well as before
any other authority, public institutions, legal or natural persons,
as well as to perform any actions in order to comply with and
ensure the opposability of the Extraordinary General Meeting of
Shareholders' resolutions.
The
resolution was approved with 3,412,590,342
votes representing
88.5417% from
the total number of votes exercisable and
99.9807%
from the total votes validly
casted.
Article
6
Extraordinary General Meeting of
Shareholders agrees with the amendments of S.N.G.N. Romgaz S.A. -
Filiala de Înmagazinare Gaze Naturale Depogaz Ploiești S.R.L.
Articles of Incorporation, as follows:
1.1. Approve to add at
Art.2.1.- Scope of activity for the following secondary
activities:
-
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 specialised construction
activities not elsewhere classified.
The
resolution was approved with 3,424,932,322
votes representing
88.8619% from
the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
7
Extraordinary General Meeting of Shareholders
agrees with the approval of the updated version of the 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.
The
resolution was approved with 3,424,932,322
votes representing
88.8619% from
the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
8
Approves the resolution draft, attached to Report no.
22652/30.05.2024, to be signed by S.N.G.N. Romgaz S.A. legal
representative.
The
resolution was approved with 3,424,932,322
votes representing
88.8619% from
the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
9
Authorizes the Chairman and the Secretary of
the meeting to sign the resolution of the Extraordinary General
Meeting of Shareholders.
The
resolution was approved with 3,424,932,322
votes representing
88.8619% from
the total number of votes exercisable and
100%
from the total votes validly
casted.
This document was drafted on
July 1, 2024, in 4 (four)
copies.
CHAIRMAN OF
THE BOARD OF
DIRECTORS
DAN DRAGOS
DRAGAN
SECRETARY OF THE MEETING
CLAUDIU - AURELIAN POPA