CURRENT
REPORT
In compliance with
Law no. 24/2017 regarding Issuers of Financial Instruments
and Market Operations and F.S.A. Regulation no.
5/2018
Report date: March
6, 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:
· Convening of the Ordinary General Meeting of
Shareholders of S.N.G.N. Romgaz S.A. on April 11 (12), 2024, 1:00
PM (Romania time)
· Convening of the Extraordinary General Meeting
of Shareholders of S.N.G.N. Romgaz S.A. April 11 (12), 2024, 2:00
PM (Romania time)
In compliance with Company Law no. 31/1990, Law no.
24/2017 (R) on Issuers of Financial Instruments and Market
Operations and F.S.A. 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
Ordinary General Meeting of Shareholders (OGSM) and the
Extraordinary General Meeting of Shareholders (EGSM), on April 11
(12), 2024.
The Reference Date for identifying the shareholders
entitled to attend and vote in the OGSM and the EGSM is
March 29, 2024.
Informational documents related to the OGSM and EGSM
Agenda will be available starting with March 8, 2024, at ROMGAZ Correspondence
Entry, as well as on the company's website www.romgaz.ro , at
Investors Section -
General Meeting of
Shareholders.
The Convening Notices of the OGSM and EGSM were
approved by S.N.G.N. Romgaz S.A. Board of Directors on March 6,
2024. The Convening Notices of the OGSM and EGSM are to be
published in the Official Gazette of Romania, Part IV and in at
least one widely spread Romanian newspaper.
Attached:
OGSM Convening Notice on April 11 (12), 2024
Resolution of the Board of Directors no. 16 from
March 6, 2024
EGSM Convening Notice on April 11 (12), 2024
Resolution of the Board of Directors no. 17 from
March 6, 2024
Chief Executive
Officer,
Răzvan
POPESCU
---------------------------------------------------
C O N V E N I N G N O T I C
E
The Board of Directors of SNGN "ROMGAZ" - SA, 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, (hereinafter referred to as "ROMGAZ" or the "Company"),
CONVENES
the Ordinary General Meeting of Shareholders
(OGMS) on April 11, 2024, at 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, 5th floor, having the
following:
AGENDA
Item
1 Approval to procure legal consultancy,
assistance and/or external representation services for SNGN Romgaz
S.A. required in connection with the acquisition of share
package/assets/ with business transfer from a company active in the
field of electricity and natural gas supply
Item 2
Authorise the Chairman and
the Secretary of the meeting to sign the resolution of the Ordinary
General Meeting of Shareholders
Only shareholders who are registered as S.N.G.N.
ROMGAZ S.A. shareholders on March
29, 2024 (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 shall be available as off March 8, 2024, on working days, at the
registry desk of the Company's headquarters 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
(https://www.romgaz.ro/en/shareholder-meetings).
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 March 25, 2024, 3:30
pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF APRIL 11, 2024".
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 March 25, 2024, 3:30
pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF APRIL 11, 2024".
Starting with March 28, 2024 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 April 4, 2024, 3:30
pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF APRIL 11, 2024".
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
March 8, 2024
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 April 9, 2024, 11:00 am (Romania Time), in sealed
envelope, clearly marked with capital letters "FOR THE
ORDINARY GENERAL MEETING OF SHAREHOLDERS OF APRIL 11,
2024".
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 April 9, 2024,
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 March 8,
2024 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
April 9, 2024, 11:00 am (Romania Time), clearly marked
with capital letters "FOR THE ORDINARY GENERAL MEETING OF
SHAREHOLDERS OF APRIL 11, 2024".
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 March 28,
2024.
The Voting Ballots/ special or general powers
of attorney which are not received at ROMGAZ Correspondence Entry
or by e-mail until April 9,
2024, 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 April 11, 2024 the OGMS shall be
convened on April 12, 2024 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 March 29,
2024.
The rules established in this convening notice
for organizing the OGMS meeting on April 11, 2024, 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 April
11, 2024, 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 April 11,
2024.
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 April 11,
2024.
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
(https://www.romgaz.ro/en/shareholder-meetings).
CHAIRMAN OF
THE BOARD OF DIRECTORS
DAN DRAGOS DRAGAN
---------------------------------------------------------
BOARD OF DIRECTORS
R E S O L U T I O N NO. 16/ 2024
of the Board of Directors of Societatea
Nationala de Gaze Naturale
"ROMGAZ" - S.A. Medias,
taken at the meeting of March 6,
2024
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 Ordinary General Meeting of Shareholders of
Societatea Nationala de Gaze Naturale "ROMGAZ" S.A. (OGMS) on April
11, 2024, 1:00 pm, at the S.N.G.N. ROMGAZ S.A. working point
located in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5th
floor.
b)Establish April
12, 2024, 1:00 pm (Romania time) for the second Ordinary
General Meeting of Shareholders of Societatea Nationala de Gaze
Naturale "ROMGAZ" S.A., if the validity conditions for the OGMS of
April 11, 2024, 1:00 pm, are not met.
c)
Establish March 29, 2024 as the "Reference Date", namely the
identification date of the shareholders entitled to participate in
the OGMS of April 11, 2024 and to cast their votes during such
meeting.
d)
Approve the following OGMS Agenda of April 11, 2024:
"Item
1 Approval to procure legal consultancy,
assistance and/or external representation services for SNGN Romgaz
S.A. required in connection with the acquisition of share
package/assets/ with business transfer from a company active in the
field of electricity and natural gas supply
Item
2 Authorise the Chairman and the
Secretary of the meeting to sign the resolution of the Ordinary
General Meeting of Shareholders".
e)
Authorise Mr. Dan Dragoș Drăgan as Chairman of the Board of
Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" S.A. to
sign the Convening Notice of the OGMS which will be held on April
11, 2024.
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 SNGN "ROMGAZ" - SA, 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, (hereinafter referred to as "ROMGAZ" or the "Company"),
CONVENES
the Extraordinary General Meeting of Shareholders
(EGMS) on April 11, 2024, at 2:00 pm (Romania Time at the S.N.G.N.
ROMGAZ S.A. working point located in Bucharest, Sector 1, 59
Grigore Alexandrescu Street, 5th floor, having the
following:
AGENDA
Item
1 Amendment of the 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.
Item 2
Approve the voting exercise of S.N.G.N. Romgaz S.A. legal
representative at M-I Petrogas Extraordinary General Meeting of
Shareholders
Item 3
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 March
29, 2024 (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 shall be available as off March 8, 2024, on working days, at the
registry desk of the Company's headquarters 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
(https://www.romgaz.ro/en/shareholder-meetings).
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 March 25, 2024, 3:30
pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF APRIL 11, 2024".
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 March 25, 2024, 3:30
pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF APRIL 11, 2024".
Starting with March 28, 2024 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 April 4, 2024, 3:30
pm (Romania Time). Both means of transmission shall be
clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF APRIL 11, 2024".
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
March 8, 2024
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 April 9, 2024, 12:00 am (Romania Time), in sealed
envelope, clearly marked with capital letters "FOR THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF APRIL
11, 2024".
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 April 9, 2024,
12:00 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 March 8,
2024 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
April 9, 2024, 12:00 am (Romania Time), clearly marked
with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF APRIL 11, 2024".
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 March 28,
2024.
The Voting Ballots/ special or general powers
of attorney which are not received at ROMGAZ Correspondence Entry
or by e-mail until April 9,
2024, 12:00 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 April 11, 2024 the EGMS shall be
convened on April 12, 2024 at 2:00
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 March 29,
2024.
The rules established in this convening notice
for organizing the EGMS meeting on April 11, 2024, 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 April
11, 2024, 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 April
11, 2024.
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 April 11,
2024.
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
(https://www.romgaz.ro/en/shareholder-meetings).
CHAIRMAN OF
THE BOARD OF DIRECTORS
DAN DRAGOS DRAGAN
-----------------------------------------------------------
BOARD OF DIRECTORS
R E S O L U T I O N NO. 17/ 2024
of the Board of Directors of Societatea
Nationala de Gaze Naturale
"ROMGAZ" - S.A. Medias,
taken at the meeting of March 6,
2024
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 April
11, 2024, 2:00 pm, at the S.N.G.N. ROMGAZ S.A. working point
located in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5th
floor.
b)
Establish April 12, 2024, 2:00 pm (Romania time) for the
second Extraordinary General Meeting of Shareholders of Societatea
Nationala de Gaze Naturale "ROMGAZ" S.A., if the validity
conditions for the EGMS of April 11, 2024, 2:00 pm, are not
met.
c) Establish March 29, 2024 as the
"Reference Date", namely the identification date of the
shareholders entitled to participate in the EGMS of April 11, 2024
and to cast their votes during such meeting.
d)
Approve the following EGMS Agenda of April 11, 2024:
"Item 1
Amendment of the 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.
Item 2
Approve the voting exercise of S.N.G.N. Romgaz S.A.
legal representative at M-I Petrogas Extraordinary General Meeting
of Shareholders
Item 3 Authorise the
Chairman and the Secretary of the meeting to sign the resolution of
the Extraordinary General Meeting of
Shareholders".
e)
Authorise Mr. Dan Dragoș Drăgan as Chairman of the Board of
Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" S.A. to
sign the Convening Notice of the EGMS which will be held on April
11, 2024.
CHAIRMAN OF
THE BOARD OF DIRECTORS
DAN DRAGOS DRAGAN