TIDMSNGR
RNS Number : 1154R
S.N.G.N. Romgaz S.A.
02 November 2021
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: November 2, 2021
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:
-- Convening of the Extraordinary General Meeting of
Shareholders of S.N.G.N. ROMGAZ S.A. on December 9 (10) , 2021,
1:00 PM (Romania time)
-- Convening of the Ordinary General Meeting of Shareholders of
S.N.G.N. ROMGAZ S.A. on December 9 (10) , 2021, 2:00 PM (Romania
time)
In compliance with Company Law no. 31/1990, Issuers of Financial
Instruments and Market Operations Law no. 24/2017 and ASF
Regulation no. 5/2018 on issuers and operations with securities,
S.N.G.N. ROMGAZ S.A. convenes the Company's shareholders at the
Extraordinary General Meeting of Shareholders (EGMS) and the
Ordinary General
Meeting of Shareholders (OGMS), on December 9 (10) , 2021.
The Reference Date for identifying the shareholders entitled to
attend and vote in the EGMS and the OGMS is November 26, 2021.
Informational documents related to the EGMS and OGMS Agenda will
be available as from November 5, 2021, at ROMGAZ Correspondence
Entry, as well as on the company's website www.romgaz.ro ,
Investors Section - General Meeting of Shareholders .
The Convening Notices of the EGMS and the OGMS were approved by
ROMGAZ Board of Directors on November 2, 2021 . The Convening
Notices of the EGMS and the OGMS are 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 December 9 (10) , 2021
Convening Notice of OGMS on December 9 (10) , 2021
Chief Executive Officer,
Aristotel Marius JUDE
---------------------------------------------
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
December 9, 2021, at 1:00 pm (Romania Time) at the SNGN ROMGAZ SA
working point located in Bucharest, Sector 1, 59 Grigore
Alexandrescu Street, 5(th) floor, having the following:
AGA
Item 1 Approval of the acquisition by S.N.G.N. Romgaz S.A. of
all shares issued by (representing 100% of the share capital of)
ExxonMobil Exploration and Production Romania Limited, company that
holds 50% of the rights and obligations under the Concession
Agreement for petroleum exploration, development and production in
XIX Neptun Deep Block.
Item 2 Approval to sign the agreement to purchase all shares
issued by (representing 100% of the share capital of) ExxonMobil
Exploration and Production Romania Limited, agreement to be
concluded between S.N.G.N. ROMGAZ S.A., as buyer, with ExxonMobil
Exploration and Production Romania Holdings Limited, ExxonMobil
Exploration and Production Romania (Domino) Limited, ExxonMobil
Exploration and Production Romania (Pelican South) Limited,
ExxonMobil Exploration and Production Romania (Califar) Limited and
ExxonMobil Exploration and Production Romania (Nard) Limited, as
sellers.
Item 3 Mandating the CEO and CFO of S.N.G.N. Romgaz S.A. to
approve and sign the documents stipulated in the agreement
mentioned at item 2 of the Agenda required to complete the
transaction, and to perform all the required and useful formalities
for completing the transaction.
Item 4 Approval of a 1 year extension of the fixed assets rental
contracts concluded between S.N.G.N. Romgaz S.A. and S.N.G.N.
Romgaz S.A. - Filiala de Înmagazinare Gaze Naturale Depogaz Ploie
ti S.R.L.
Item 5 Mandating the Chairman and Secretary of the meeting to
sign the Extraordinary General Meeting of Shareholders
Resolution.
Only shareholders who are registered as S.N.G.N. "ROMGAZ" S.A.
shareholders on November 26, 2021 (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 November 5, 2021, 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.
The documentation relating to the acquisition of all shares
issued by ExxonMobil Exploration and Production Romania Limited,
including the Share Purchase Agreement of all shares issued by
(representing 100% of the share capital of) ExxonMobil Exploration
and Production Romania Limited is available with 30 days prior to
the date of the Extraordinary General Shareholders Meeting at
ROMGAZ headquarters located in Medias, Constantin I. Mota Square,
no. 4, Sibiu County for consultation purposes by all interested
shareholders until the date of the Extraordinary General
Shareholders Meeting conditioned upon filing a request and signing
a confidentiality agreement to be made available by ROMGAZ to the
shareholders for this purpose.
The request to consult the documentation relating to the
acquisition of all shares issued by ExxonMobil Exploration and
Production Romania Limited shall be made in writing and,
additionally, it must fulfill the following cumulative
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 consult the documentation relating
to the acquisition of all shares issued by ExxonMobil Exploration
and Production Romania Limited;
e) to include the signature of the shareholder, of the legal
representative or of the conventional representative, as the case
may be;
f) to have as attachment the proof of the applicant's quality as
shareholder on the date of the consultation request;
g) as the case may be, to have as attachment the power of
attorney based on which the conventional representative drafts the
consultation request, for and on behalf of the shareholder, of the
documentation for the acquisition of all shares issued by
ExxonMobil Exploration and Production Romania Limited, for and on
behalf of the shareholder;
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 until the date
of the meeting. Both means of transmission shall be clearly marked
with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF DECEMBER 9, 2021".
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 November 22,
2021, 3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF DECEMBER 9, 2021".
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 November 22,
2021, 3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF DECEMBER 9, 2021".
Starting with November 25, 2021 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 December 2,
2021, 3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF DECEMBER 9, 2021".
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 November
5 , 2021 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 December 7, 2021, 11:00 am (Romania
Time), in sealed envelope, clearly marked with capital letters "FOR
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 9 ,
2021".
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 December 7,
2021, 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 November
5 , 2021 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 December 7, 2021, 11:00 am
(Romania Time), clearly marked with capital letters "FOR THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 9,
2021".
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 November
25, 2021.
The Voting Ballots/ special or general powers of attorn+ey which
are not received at ROMGAZ Correspondence Entry or by e-mail until
December 7, 2021, 11:00 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 December 9, 2021 the EGMS shall be convened
on December 10, 2021 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 November 26, 2021.
The rules established in this convening notice for organizing
the EGMS meeting on December 9, 2021, 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 December 9, 2021,
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 December 9, 2021 .
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 December 9,
2021.
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
DAN DRAGOS DRAGAN
-------------------------------------------
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 Ordinary General Meeting of Shareholders (OGMS) on December
9, 2021, at 1:00 pm (Romania Time) at the SNGN ROMGAZ SA working
point located in Bucharest, Sector 1, 59 Grigore Alexandrescu
Street, 5(th) floor, having the following:
AGA
Item 1 Approval to contract loans from one or several credit
institutions, in amount of EUR 325 million, with the scope of
covering a part of the transaction purchase price by S.N.G.N.
Romgaz S.A. for all shares issued by (representing 100% of the
share capital of) ExxonMobil Exploration and Production Romania
Limited.
Item 2 Mandating the CEO and CFO of S.N.G.N. Romgaz S.A. to sign
the loan agreement/agreements specified at Item 1 of the
agenda.
Item 3 Approval to extend the credit facility granted by Banca
Comercial Român to S.N.G.N. Romgaz S.A. with the purpose of issuing
bank guarantee letters for the limit of RON 350 million.
Item 4 Mandating the CEO and CFO of S.N.G.N. Romgaz S.A. to sign
the addendum to extend the credit facility agreement for issuing
bank guarantee letters.
Item 5 Mandating S.N.G.N. Romgaz S.A. employees holding type I
and II signatory rights in Banca Comercial Român to sign issuance
and amendment requests to the bank guarantee letters of the
facility granted by Banca Comercial Român , and any other documents
relating to the loan agreement, irrespective of the form they are
concluded under, including without limitation, addendums,
withdrawal/issuance/amendment requests relating to guarantee
letters.
Item 6 Information Report on extending Gas Sales Contract no.
VG32/2020 concluded with Electrocentrale Constan a S.A. by means of
signing Addendum no. 1/2021.
Item 7 Mandating the Chairman and Secretary of the meeting to
sign the Ordinary General Meeting of Shareholders Resolution.
Only shareholders who are registered as S.N.G.N. "ROMGAZ" S.A.
shareholders on November 26, 2021 (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 will be
available as from November 5, 2021, 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 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 November 22,
2021, 3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF DECEMBER 9, 2021".
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 November 22,
2021, 3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF DECEMBER 9, 2021".
Starting with November 25, 2021 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 December 2,
2021, 3:30 pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF DECEMBER 9, 2021".
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:
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 November
5 , 2021 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 December 7, 2021, 11:00 am (Romania
Time), in sealed envelope, clearly marked with capital letters "FOR
THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 9 ,
2021".
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 December 7,
2021, 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 November
5 , 2021 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 December 7, 2021, 11:00 am
(Romania Time), clearly marked with capital letters "FOR THE
ORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 9, 2021".
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 November
25, 2021.
The Voting Ballots/ special or general powers of attorn+ey which
are not received at ROMGAZ Correspondence Entry or by e-mail until
December 7, 2021, 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 December 9, 2021 the OGMS shall be convened
on December 10, 2021 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 November 26, 2021.
The rules established in this convening notice for organizing
the OGMS meeting on December 9, 2021, 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 December 9, 2021,
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 December 9, 2021 .
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 December 9, 2021.
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
DAN DRAGOS DRAGAN
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
NOGBTBFTMTBMBFB
(END) Dow Jones Newswires
November 02, 2021 12:19 ET (16:19 GMT)
SNGN Romgaz (LSE:SNGR)
Historical Stock Chart
From Sep 2024 to Oct 2024
SNGN Romgaz (LSE:SNGR)
Historical Stock Chart
From Oct 2023 to Oct 2024