TIDMSNGR
RNS Number : 4620J
S.N.G.N. Romgaz S.A.
14 April 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: April 13, 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:
-- Resolution of the Ordinary General Meeting of Shareholders of
S.N.G.N. ROMGAZ S.A. of April 13, 2020 (OGMS);
-- Approval of S.N.G.N. ROMGAZ S.A. 2020 Individual Income and Expenditure Budget;
-- Approval of the extension of S.N.G.N. ROMGAZ S.A BoD members'
mandates by two months as from the expiration date. S.N.G.N. ROMGAZ
S.A BoD members were elected in the OGMS meeting held on December
23, 2019, for a four months mandate.
The quorum conditions for the OGMS have been fulfilled according
to the provisions of Article 15, paragraph 12 from S.N.G.N. ROMGAZ
S.A. Articles of Incorporation and of Article 112, paragraph 1 from
the Company Law no.31/1990.
Attached: Resolution no. 5 of the Ordinary General Meeting of
Shareholders of S.N.G.N. ROMGAZ S.A. of April 13, 2020
Chief Executive Officer,
Constantin Adrian VOLINTIRU
--------------------------------------------------
RESOLUTION NO. 5/April 13, 2020
of the Ordinary General Meeting of Shareholders
Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.
Registered office: Medias, 4 Constantin Motas square, Sibiu
County, Romania, registered with the Trade Register Office attached
to Sibiu Law Court under no. J32/392/2001, fiscal code RO
14056826
The Ordinary General Meeting of Shareholders of Societatea
Nationala de Gaze Naturale "ROMGAZ" - S.A joined in the meeting, at
its first convening, of April 13, 2020, 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, 5(th) floor, issues the
following:
R E S O L U T I O N
Article 1
Approves the extension SNGN Romgaz SA Board members' mandates by
two months as of the expiration date, in compliance with the
provisions of article 64(1) para (5) of GEO no. 109/2011 on
corporate governance of public companies, approved and subsequently
amended and supplemented by Law no.111/2016, as amended from time
to time, by preserving the rights and obligations of the existing
parties to the contracts of mandate.
Article 2
Approves the addendum of the contract of mandate related to
extending the mandate term of Board members by two months as of the
expiration date, according to the annex.
Article 3
Mandates the representative of the shareholders or one of the
shareholders, appointed by the Chairman of the Board of Directors/
Chairman of the meeting within the general meeting of shareholders,
to sign the addenda to the contracts of mandate with SNGN Romgaz SA
Board members.
Article 4
Approves S.N.G.N. Romgaz S.A. 2020 individual Income and
Expenditure Budget.
Article 5
Takes note of Romgaz S.A. Group consolidated Income and
Expenditure Budget for 2020.
Article 6
Authorises the Chairman and the Secretary of the meeting to sign
the resolution of the Ordinary General Meeting of Shareholders.
The present Resolution was signed on April 13, 2020 , in 4
(four) original copies.
CHAIRMAN OF
THE BOARD OF DIRECTORS
STAN-OLTEANU MANUELA-PETRONELA
SECRETARY OF THE MEETING
BOTOND BALAZS
Annex
ADDENDUM NO .... TO THE DIRECTORS' AGREEMENT NO
..................
Made between:
Societatea Na ional de Gaze Naturale ROMGAZ SA, a company
managed in an one-tier system, having its headquarters at Medias, 4
Constantin Motas Square, Sibiu County, registered with the Trade
Register Office of Sibiu Court under number J32/392/2001, fiscal
code RO 14056826, IBAN Code RO08 RNCB 0231 0195 2533 0001 opened at
BCR Medias, represented by Mr. ___________________, as principle
("The Company"),
and
Mister/Madam ___________________________________, born on
________ in ________________, County __________, resident in
__________________, street _______, no____ , building______,
apartment ______, County _______________, identified by ID series
____ no. _____, issued by________________, on______, personal
identification number______________, as non-executive member of the
Board of the Directors ("Director").
Whereas:
- The provisions of Article 64^1, paragraph 5 of Government
Emergency Ordinance no. 109/2011 on corporate governance of public
enterprises;
- The provisions of Article ________ of SNGN ROMGAZ SA Ordinary
General Meeting of Shareholders Resolution no. ________, approving
the extension of the interim directors' mandate for Mr./Mrs.
_________________ ;
- Directors' Agreement no. _____________concluded between the Company and the Director;
The Company and the Director mutually agree to the
following:
Sole Article
The term of the Director's Agreement no.___________ is extended
by 2 (two) months starting with ______________ until
__________.
This Addendum is concluded on ______________ in 2 (two) original
copies, each Party declaring that it has received one copy upon
signing.
The Company, by Director
______________________ __________________________
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END
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