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: March
22, 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 event to be reported:
· Proposals for gross dividend as
follows:
Option I
- according to G.O.
No. 64/2001 in force as of the date of the report
Gross dividend per
share amounting to RON 0.3561, of which RON 0.3397/share
relates to the 2023 and RON 0.0164/share to retained
earnings.
Option II
- recommended by
administrative and executive management
Gross dividend per
share amounting to RON 0.1425, of which RON 0.1359/share
relates to the 2023 and RON 0.0066/share to retained
earnings.
During the meeting of March 22,
2024, the Board of Directors endorsed and submitted for approval to
the Ordinary General Meeting of Shareholders on April 25 (26),
2024, the following:
(1) For Option I gross
dividend of RON 0.3561/share,
in consideration of the following elements:
· dividends due to
the shareholders according to the 2023 profit distribution proposal
amount RON 1,309,279,892.80;
· dividends due to the
shareholders from retained earnings distribution proposal amount
RON 63,209,273.60;
· dividends are
distributed to the shareholders pro rata to their equity interest
to the share capital;
· the company's
share capital existing on the proposed Record Date, namely
July 5, 2024, is RON 3,854,224,000, split into 3,854,224,000
ordinary, nominal, indivisible shares each having a nominal value
of RON 1;
For Option II gross dividend of
RON 0.1425/share, in
consideration of the following elements:
· considering the high level of investments
committed by SNGN Romgaz SA in the 2024 budget approved through
Ordinary General Meeting of Shareholders' decision no. 2/March 1,
2024 of RON 4.7 billion (of which RON 3.3 billion for offshore
activity), to secure a sustainable development of the Company and a
financially sound gearing ratio, administrative and executive
management propose profit distribution rate to be 20%. A higher
payout ratio would generate an increase of the Company's gearing
ratio and, consequently, higher borrowing costs that would lead to
lower future profits and lower cash reserves needed to fund future
investments.
· dividends due
to the shareholders according to the 2023 profit distribution
proposal amount RON 523,789,041.60;
· dividends due to the
shareholders from retained earnings distribution proposal amount
RON 25,437,878.40;
· dividends are
distributed to the shareholders pro rata to their equity interest
to the share capital;
· the company's
share capital existing on the proposed Record Date, namely
July 5, 2024, is RON 3,854,224,000, split into 3,854,224,000
ordinary, nominal, indivisible shares each having a nominal value
of RON 1;
(2)
The payment Term of the dividend to the shareholders, namely the
payment of dividend, for both options, starting from July 26, 2024, in consideration of the
following elements:
· the company is
obliged to pay dividends within 60 days from the legally set term
for filing the annual financial statements, and
· the term for
filing the annual financial statements of the company is 150 days
from the date the financial year closes,
· the dividend
payment date established by General Meeting of Shareholders shall
be a business day subsequent to the record date by maximum 15
working days, but not later than 6 months from the date of General
Meeting of Shareholders for setting the dividends.
The Board of Directors also decided the
following:
(1) The dividends shall
be paid in RON only to the shareholders registered in the
Shareholders' Register (held by SC "Depozitarul Central" SA -
Central Depository) on the Record Date set by the General Meeting
of Shareholders.
(2) The net value of dividends shall be
calculated as follows:
A) The gross value of
the dividends due to each shareholder shall be calculated by
multiplying the number of shares held on the Record Date by the
value of the gross dividend per share, rounding up or down to two
decimal places;
B) the tax on dividends shall
be calculated by applying the relevant tax level to the gross value
of dividends calculated according to above item A), and the amount
shall be rounded according to the legal provisions;
C) the net value of the
dividends is the difference between the gross value of the
dividends and the relating tax on dividends.
The payment of dividends shall be made in
compliance with the law.
(3) The shareholders shall be informed of the
payment details prior to payment start.
According to the provisions of Article 111,
par. 2, letter a) of Company Law No. 31/1990 and of Article 12 par.
4 letter b) from the Articles of Incorporation, it is under the
Ordinary General Meeting of Shareholders' authority to set the
dividend.
Chief Executive Officer,
Razvan POPESCU