TIDMSNGR
RNS Number : 8885R
S.N.G.N. Romgaz S.A.
08 July 2022
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 8, 2022
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 July 8, 2022 (OGMS);
-- Election of one interim board member of S.N.G.N. ROMGAZ S.A.
and setting the term of his mandate;
-- Approval of the extension of the term of office for the
interim board members appointed by the OGMS Resolution no. 2 of
February 28, 2022, by two months after the expiration date , namely
as of July 14, 2022 until September 14, 2022. At the OGMS meeting
held on February 28, 2022, six interim members of S.N.G.N. ROMGAZ
S.A. BoD were elected, term of office being set at four (4) months,
starting with March 14, 2022.
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 from the Company
Law no.31/1990.
Attached: Resolution no. 6 of the Ordinary General Meeting of
Shareholders of S.N.G.N. ROMGAZ S.A. on July 8, 2022
Chief Executive Officer,
Aristotel Marius JUDE
--------------------------------------------------
RESOLUTION NO. 6/July 8, 2022
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 July 8, 2022, 1:00 pm (Romania time) , the shareholders of
Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. ,
(hereinafter referred to as "the Company" or "ROMGAZ") have joined
at the Ordinary General Meeting of Shareholders ("OGMS") of
"ROMGAZ" at its first convening, at the SNGN ROMGAZ SA working
point located in Bucharest, Sector 1, 59 Grigore Alexandrescu
Street, 5(th) floor, the OGMS being opened by its Chairman, Mr.
Nicolae Bogdan Simescu, as director of the company, authorised by
Board of Directors Resolution No. 44 from July 8, 2022 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 July 8, 2022.
In accordance with Article 129 of Law no. 31/1990, "ROMGAZ"
shareholders appoint Mr. Nicu-Romeo Susanu as OGMS secretary.
Further to the debates, "ROMGAZ" shareholders, issues the
following:
R E S O L U T I O N
Article 1
Mr. Metea Virgil Marius resident in Livezeni, Mures County,
professional qualification engineer, is elected as interim board
member of S.N.G.N. Romgaz S.A..
The resolution was approved with 286,435,173 votes representing
74.3172% from the sharecapital and 91.8879% from the total votes
validly casted.
Article 2
The interim director mandate term is from July 9, 2022 to
September 14, 2022.
The resolution was approved with 278,368,495 votes representing
72.2243% from the sharecapital and 89,3001% from the total votes
validly casted.
Article 3
The monthly gross fixed allowance of interim board members
equals twice the average over the last 12 months of the monthly
gross average salary for the activity performed according to the
company's main scope of activity, as categorised at class level in
the statistical classification of economic activities, communicated
by the National Institute of Statistics prior to appointment.
The resolution was approved with 286,435,173 votes representing
74.3172% from the sharecapital and 87.6397% from the total votes
validly casted.
Article 4
The contract of mandate to be concluded with the interim board
member complies with the contract of mandate approved by article 7
of Resolution of the Ordinary General Meeting of Shareholders
(OGMS) No. 2 of February 28, 2022.
The resolution was approved with 286,435,173 votes representing
74.3172% from the sharecapital and 87.6397% from the total votes
validly casted.
Article 5
Authorizes the representative of the majority shareholder, the
Ministry of Energy, to sign the contract of mandate with the
interim board member.
The resolution was approved with 286,435,173 votes representing
74.3172% from the sharecapital and 87.6397% from the total votes
validly casted.
Article 6
Approves extension of the term of office of interim board
members appointed by OGMS Resolution No. 2 of February 28, 2022, by
two months from the expiration date, namely as of July 14, 2022
until September 14, 2022.
The resolution was approved with 286,435,173 votes representing
74.3172% from the sharecapital and 87.6397% from the total votes
validly casted.
Article 7
Approves the addendum to the contract of mandate, extending the
term of office of interim board members, appointed by OGMS
Resolution No. 2 of February 28, 2022, according to the
attachment.
The resolution was approved with 286,435,173 votes representing
74.3172% from the sharecapital and 87.6397% from the total votes
validly casted.
Article 8
Authorizes the representative of the majority shareholder, the
Ministry of Energy, to sign the addenda related to extending the
contract term of interim board members appointed by OGMS Resolution
No. 2 of February 28, 2022.
The resolution was approved with 286,435,173 votes representing
74.3172% from the sharecapital and 87.6397% from the total votes
validly casted.
Article 9
Takes note on the Report related to some transactions concluded
by Romgaz with other public companies.
The resolution was approved with 326,832,758 votes representing
84.7986% from the sharecapital and 100% from the total votes
validly casted.
Article 10
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 326,832,758 votes representing
84.7986% from the sharecapital and 100% from the total votes
validly casted.
This document was drafted on July 8, 2022 , in 4 (four)
copies.
CHAIRMAN OF
THE BOARD OF DIRECTORS
NICOLAE BOGDAN SIMESCU
SECRETARY OF THE MEETING
NICU-ROMEO SUSANU
ANNEX
ADDENDUM NO _________ TO THE CONTRACT OF MANDATE 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
Mr/Mrs __________________, born on ________ in
_____________________, County __________, resident in
__________________, street _______, no____ , building______,
apartment ______, County _______________, identified by ID series
____ no. _____, issued by________________, on______, personal
identification number______________, as member of the Board of the
Directors ("Board Member").
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.
_________________ ;
- Contract of Mandate no. _____________concluded between the Company and the Board Member;
The Company and the Board Member mutually agree to the
following:
Sole Article
The term of the Contract of Mandate 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 Board Member
____________________ _________________
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END
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