TIDMSNGR
RNS Number : 9578B
S.N.G.N. Romgaz S.A.
04 February 2020
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 4, 2020
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 Extraordinary General Meeting of
Shareholders of S.N.G.N. ROMGAZ S.A. on March 11 (12), 2020, 1:00
PM (Romania time)
In compliance with Company Law no. 31/1990, Issuers of Financial
Instruments and Market Operations Law no. 24/2017 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 Extraordinary General Meeting of Shareholders
(EGMS) on March 11 (12), 2020.
The Reference Date for identifying the shareholders entitled to
attend and vote in the EGMS is February 28, 2020.
Informational documents related to the EGMS Agenda will be
available as from February 7, 2020, at ROMGAZ Correspondence Entry,
as well as on the company's website www.romgaz.ro, Investor
Relations Section - General Meeting of Shareholders.
The Convening Notice of the EGMS was approved by ROMGAZ Board of
Directors on February 3, 2020. The Convening Notice of the EGMS is
to be published in the Official Gazette of Romania Part IV and in
at least one widely-spread Romanian newspaper.
Attached:
Convening Notice of EGMS on March 11(12), 2020
Resolution of the Board of Directors no. 3 from February 3,
2020
Chief Executive Officer,
Constantin Adrian VOLINTIRU
-----------------------------------------------------------------
C O N V E N I N G N O T I C E
The Board of Directors of S.N.G.N. "ROMGAZ" - S.A., 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, with a subscribed and paid up share capital of RON
385,422,400 (hereinafter referred to as "ROMGAZ" or the
"Company"),
CONVENES
the Extraordinary General Meeting of Shareholders (EGMS) on
March 11, 2020, at 1:00 pm (Romania Time) at the headquarters of
S.N.G.N. "ROMGAZ" - S.A., located in Bucharest, Sector 1, 59
Grigore Alexandrescu Street, 5(th) floor, having the following:
AGA
Item 1 Approval to purchase external legal advisory, assistance
and/or representation services for S.N.G.N. ROMGAZ S.A. with
respect to negotiating and as the case maybe acquiring a
participating interest from ExxonMobil on block Neptun Deep
offshore
Item 2 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 February 28, 2020 (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 will be
available as from February 7, 2020, on working days, at the
registry desk of the Company 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
(www.romgaz.ro). 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 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 February 24,
2020, 3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF MARCH 11, 2020".
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 February 24,
2020, 3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF MARCH 11, 2020".
Starting with February 27, 2020 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/aga
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 March 5,
2020, 3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF MARCH 11, 2020".
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:
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 February
7, 2020 at ROMGAZ Correspondence Entry and on the Company's web
page https://www.romgaz.ro/en/aga;
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 March 9, 2020, 11:00 am (Romania
Time), in sealed envelope, clearly marked with capital letters "FOR
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF MARCH 11,
2020".
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 March 9, 2020,
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 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 February
7, 2020 at ROMGAZ Correspondence Entry and on the Company's web
page (https://www.romgaz.ro/en/aga);
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:
investor.relations@romgaz.ro, having attached an incorporated
extended electronic signature in accordance with Law No. 455/2001
on electronic signature, no later March 9, 2020, 11:00 am (Romania
Time), clearly marked with capital letters "FOR THE EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS OF MARCH 11, 2020".
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/aga), as from
February 27, 2020.
The Voting Ballots/ special or general powers of attorney which
are not received at ROMGAZ Correspondence Entry or by e-mail until
March 9, 2020, 11:00 am (Romania Time) shall not be counted towards
the quorum and the votes validly cast 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 March 11, 2020 the EGMS shall be convened on
March 12, 2020 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 EGMS is the same, namely February 28, 2020.
The rules established in this convening notice for organizing
the EGMS meeting on March 11, 2020, 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 March 11, 2020,
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 March 11, 2020.
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/aga) for the Extraordinary General
Meeting of Shareholders on March 11, 2020.
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
(www.romgaz.ro).
CHAIRMAN OF
THE BOARD OF DIRECTORS
STAN-OLTEANU MANUELA-PETRONELA
-----------------------------------------------------
BOARD OF DIRECTORS
R E S O L U T I O N NO 3/ 2020
of the Board of Directors of Societatea Nationala de Gaze
Naturale
"ROMGAZ" - S.A. Medias,
adopted on February 03, 2020
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 March 11, 2020, 1:00 pm, at the headquarters of SNGN
ROMGAZ SA, in Bucharest, Sector 1, 59 Grigore Alexandrescu Street,
5(th) floor.
b) Establish March 12, 2020, 1:00 pm (Romania time) for the
second Extraodinary General Meeting of Shareholders of Societatea
Nationala de Gaze Naturale "ROMGAZ" S.A., if the validity
conditions for the EGMS March 11, 2020, 1:00 pm are not met.
c) Establish February 28, 2020 as the "Reference Date", namely
the identification date of the shareholders entitled to participate
in the EGMS of March 11, 2020 and to cast their votes during such
meeting.
d) Approve the following EGMS Agenda of March 11, 2020:
"Item 1 Approval to purchase external legal advisory, assistance
and/or representation services for S.N.G.N. ROMGAZ S.A. with
respect to negotiating and as the case maybe acquiring a
participating interest from ExxonMobil on block Neptun Deep
offshore
Item 2 Authorise the Chairman and the Secretary of the meeting
to sign the resolution of the Extraordinary General Meeting of
Shareholders".
e) Authorizes the Chairman of the Board of Directors of
Societatea Nationala de Gaze Naturale, "ROMGAZ" SA, Ms.
Stan-Olteanu Manuela-Petronela, to sign the Convening Notice of the
EGMS which will be held on March 11, 2020.
CHAIRMAN OF
THE BOARD OF DIRECTORS
STAN-OLTEANU MANUELA-PETRONELA
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END
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