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
11, 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 events
to be reported:
·
Resolution of the Ordinary General
Meeting of Shareholders of S.N.G.N. Romgaz S.A. of April 11, 2024
(OGMS)
·
Resolution of the Extraordinary
General Meeting of Shareholders of S.N.G.N. Romgaz S.A. of April
11, 2024 (EGMS)
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. 4 of the Ordinary General Meeting of
Shareholders of S.N.G.N. Romgaz S.A. on April 11, 2024
Resolution no. 5 of the Extraordinary General Meeting
of Shareholders of S.N.G.N. Romgaz S.A. on April 11, 2024
Chief Executive
Officer,
Razvan
POPESCU
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RESOLUTION NO. 4/April 11,
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
On April 11, 2024, 1:00 pm (Romania time), the
shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" -
S.A., have joined at the Ordinary General Meeting of Shareholders
("OGMS") at its first convening, at the SNGN Romgaz SA working
point located in Bucharest, Sector 1, 59 Grigore Alexandrescu
Street, 5th floor, the OGMS being opened by its Chairman, Mr.
Botond Balazs, as director of the company, authorised by Board of
Directors Resolution no. 25 from April 10, 2024 to exercise the
duties of the Chairman of the Board of Directors of Societatea
Nationala de Gaze Naturale "ROMGAZ" - S.A., for the Ordinary
General Meeting of Shareholders on April 11, 2024.
In accordance with article 129 of Law no.
31/1990, SNGN Romgaz SA shareholders appoint Mr. Claudiu-Aurelian
Popa as OGMS secretary.
Further to the debates, SNGN Romgaz SA
shareholders, issues the following:
R E S O L U T I O N
Article
1
Considering Request for Approval no.
10053/08.03.2024, SNGN Romgaz SA OGMS approves the procurement of
legal assistance, consultancy and/or external representation
services of SNGN Romgaz SA required in case of acquisition of share
package/assets/ in case of a business transfer from a company
active in the field of electricity and natural gas supply with the
scope of diversifying the company's existing portfolio.
The
resolution was approved with 326,564,321 votes representing
84.7290%
from the total number of
votes exercisable and 99.0835% from the total votes validly
casted.
Article
2
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 333,679,541 votes representing
86.5751%
from the total number of
votes exercisable and 100% from the total votes validly
casted.
This document was drafted on
April 11, 2024, in 4 (four)
copies.
CHAIRMAN OF THE
MEETING
BOTOND
BALAZS
SECRETARY OF THE
MEETING
CLAUDIU - AURELIAN POPA
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RESOLUTION NO. 5/April 11,
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
On April 11, 2024, 2:00 pm (Romania time), the
shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" -
S.A., have joined at the Extraordinary General Meeting of
Shareholders ("EGMS") at its first convening, at the S.N.G.N.
Romgaz S.A. working point located in Bucharest, Sector 1, 59
Grigore Alexandrescu Street, 5th floor, the EGMS being opened by
its Chairman, Mr. Botond Balazs, as director of the company,
authorised by Board of Directors Resolution no. 25 from April 10,
2024 to exercise the duties of the Chairman of the Board of
Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.,
for the Extraordinary General Meeting of Shareholders on April 11,
2024.
In accordance with article 129 of Law no.
31/1990, S.N.G.N. Romgaz S.A. shareholders appoint Mr.
Claudiu-Aurelian Popa as OGMS secretary.
Further to the debates, S.N.G.N. Romgaz S.A.
shareholders, issues the following:
R E S O L U T I O N
Article
1
S.N.G.N. Romgaz S.A. Extraordinary General Meeting of Shareholders
agrees with the proposals to amend M-I Petrogas Services Romania
S.R.L. Articles of Incorporation as follows:
1.1. Approve exclusion from the
scope of activity of the Company, of the following secondary
activities, as follows:
• Exclusion of
NACE Code 2829 - Manufacture of other machines and equipment for
general use n.e.c;
• Exclusion of
NACE Code 3250 - Manufacture of
medical and dental devices and instruments;
• Exclusion of
NACE Code 6491 - Financial leasing;
• Exclusion of
NACE Code 7111 - Architectural activities;
• Exclusion of
NACE Code 7211 - Research-development in biotechnology;
• Exclusion of
NACE Code 7220 - Research-development in social sciences and
humanities;
• Exclusion of
NACE Code 8129 - Other cleaning activities.
1.2. Approve the amendment of
Article 12.5 of the Company's Articles of Incorporation as
follows:
"12.5. In all cases, meetings shall be convened by the General
Manager, the Board of Directors or the Statutory Auditor/Auditor by
any of the following alternative means: sending a registered
letter, fax to the last residence/headquarters of each Shareholder,
as well as by letter sent electronically (email), at least ten (10)
days before the date of the General Meeting".
1.3. Approve introduction of a new
article in the Articles of Incorporation of the Company and the
amendment of the Articles of Incorporation accordingly, as
follows:
"12.10. General Meetings of the Shareholders of the Company
may also be held by remote means of communication, including but
not limited to one of the following: a) conference call or b) video
call, provided that such remote means of communication meet the
technical conditions necessary for the identification of the
presence of the Shareholders and the uninterrupted transmission of
the debates".
1.4. Approve the updated version of
the Articles of Incorporation of the Company, to reflect the
amendments approved by the Company's shareholders.
The
resolution was approved with 345,537,456 votes representing
89.6517%
from the total number of
votes exercisable and 100% from the total votes validly
casted.
Article
2
S.N.G.N. Romgaz S.A. Extraordinary General
Meeting of Shareholders approves the voting exercise of S.N.G.N.
Romgaz S.A. legal representative at M-I Petrogas Extraordinary
General Meeting of Shareholders according to Art. 1
above.
The
resolution was approved with 345,537,456 votes representing
89.6517% from the total number of votes exercisable and 100% from
the total votes validly casted.
Article
3
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 345,537,456 votes representing
89.6517% from the total number of votes exercisable and 100% from
the total votes validly casted.
This document was drafted on
April 11, 2024, in 4 (four)
copies.
CHAIRMAN OF THE
MEETING
BOTOND
BALAZS
SECRETARY OF THE
MEETING
CLAUDIU - AURELIAN POPA