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: August
5, 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: 3,854,224,000 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 September 11 (12), 2024,
1:00 PM (Romania time)
·
Convening of the Ordinary General
Meeting of Shareholders of S.N.G.N. Romgaz S.A. on September 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
Extraordinary General Meeting of Shareholders (EGSM) and
the Ordinary General Meeting of
Shareholders (OGSM), on September 11 (12), 2024.
The Reference Date for identifying the shareholders
entitled to attend and vote in the EGSM and the OGSM is
August 30, 2024.
Informational documents related to the EGSM and OGSM
Agenda will be available starting with August 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 EGSM and OGSM were
approved by S.N.G.N. Romgaz S.A. Board of Directors on August 5,
2024. The Convening Notices of the EGSM and OGSM are to be
published in the Official Gazette of Romania, Part IV and in at
least one widely spread Romanian newspaper.
Attached:
EGSM Convening Notice on September 11 (12), 2024
Resolution of the Board of Directors no. 64 from
August 5, 2024
OGSM Convening Notice on September 11 (12), 2024
Resolution of the Board of Directors no. 65 from
August 5, 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 Extraordinary General Meeting of Shareholders
(EGMS) on September 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 Approve the delisting of global depositary
receipts ("GDRs") issued by The Bank of New York Mellon ("BNYM"),
admitted to listing on the standard segment of the Official List of
the UK Financial Conduct Authority and admitted to trading on the
London Stock Exchange's main market for financial instruments,
having the following identification numbers and trading symbols,
each GDR representing 1 underlying share issued by S.N.G.N. Romgaz
S.A.:
(i)
SIN for GDRs issued under Regulation S under the U.S.
Securities Act: US83367U2050;
(ii) Trading symbol for GDRs issued under Regulation S under
the U.S. Securities Act, on London Stock Exchange:
SNGR;
(iii) ISIN for GDRs issued under Rule 144A under
the U.S. Securities Act: US83367U1060;
(iv) Trading symbol GDR issued under Rule 144A under the
U.S. Securities Act, on London Stock Exchange:
SNG1;
as
well as the subsequent termination of the GDRs program of S.N.G.N.
Romgaz S.A.
Item 2 Empower the Board of Directors of S.N.G.N. Romgaz
S.A., with the possibility of sub-delegation, to:
a) determine the details of the delisting of
the GDRs and the subsequent termination of the GDRs program of
S.N.G.N. Romgaz S.A., including, but not limited to, determining
the period during which GDR holders will be able to convert their
GDRs into shares, the relevant aspects of the sale of the
underlying shares in accordance with Regulation No 4/2013 after the
delisting of the GDRs and the effective date of the
delisting;
b) to terminate the contractual relations
between S.N.G.N. Romgaz S.A. and BNYM on the basis of the
commitment letter dated November 12, 2021 and the related
deposit agreement dated November 8, 2013,
respectively;
c) to undertake any action or formality
necessary or useful to implement the mandate granted by this
Resolution.
Item 3 Agreement with the amendment and restated Memorandum of
Association ROMGAZ BLACK SEA LIMITED.
Item 4 Agreement to increase of S.C. Depomureș S.A. share
capital by RON 45,000,000, contribution in cash, by issuance of
4,500,000 new registered shares, numbered from 30,001 to 4,530,000,
with a nominal value of RON 10 for each share, where the issuing
price amounts to RON 10/share.
Item 5 Agreement with the amendment of Articles 8 and
10 of the Articles of Incorporation of S.C. Depomureș S.A. in
accordance with the shareholders' subscription following the
Company's share capital increase.
Item 6 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 August 30, 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 August 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 every
working day, between 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 August 26,
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 SEPTEMBER 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 August 26,
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 SEPTEMBER 11, 2024".
Starting with August 29, 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 September 5,
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 SEPTEMBER 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 August 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 September 9,
2024, 11:00 am
(Romania Time), in sealed envelope, clearly
marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS OF SEPTEMBER 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 September 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 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 August 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
September 9, 2024,
11:00 am (Romania Time),
clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF SEPTEMBER 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 August 29,
2024.
The Voting Ballots/ special or
general powers of attorney which are not received at ROMGAZ
Correspondence Entry or by e-mail until September 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 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
September 11, 2024 the EGMS
shall be convened on September 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 EGMS is the same,
namely August 30,
2024.
The rules established in this
convening notice for organizing the EGMS meeting on September 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 September 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 September 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 September
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. 64/
2024
of the Board of Directors of
Societatea Nationala de Gaze Naturale
"ROMGAZ" - S.A.
Medias,
taken at the meeting of
August 5, 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. (OGMS) on September 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 September 12, 2024, 1:00 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 OGMS of September 11,
2024, 1:00 pm, are not met.
c) Establish August 30, 2024 as the "Reference Date",
namely the identification date of the shareholders entitled to
participate in the OGMS of September 11, 2024 and to cast their
votes during such meeting.
d) Approve the following OGMS Agenda of September 11,
2024:
"Item 1 Approve the delisting of global depositary
receipts ("GDRs") issued by The Bank of New York Mellon ("BNYM"),
admitted to listing on the standard segment of the Official List of
the UK Financial Conduct Authority and admitted to trading on the
London Stock Exchange's main market for financial instruments,
having the following identification numbers and trading symbols,
each GDR representing 1 underlying share issued by S.N.G.N. Romgaz
S.A.:
(i) ISIN for GDRs issued under Regulation S under the
U.S. Securities Act: US83367U2050;
(ii) Trading symbol for GDRs issued under
Regulation S under the U.S. Securities Act, on London Stock
Exchange: SNGR;
(iii) ISIN for GDRs issued under Rule 144A under the
U.S. Securities Act: US83367U1060;
(iv) Trading symbol GDR issued under Rule 144A under the
U.S. Securities Act, on London Stock Exchange:
SNG1;
as
well as the subsequent termination of the GDRs program of S.N.G.N.
Romgaz S.A.
Item 2 Empower the Board of Directors of
S.N.G.N. Romgaz S.A., with the possibility of sub-delegation,
to:
a) determine the details of the delisting of the
GDRs and the subsequent termination of the GDRs program of S.N.G.N.
Romgaz S.A., including, but not limited to, determining the period
during which GDR holders will be able to convert their GDRs into
shares, the relevant aspects of the sale of the underlying shares
in accordance with Regulation No 4/2013 after the delisting of the
GDRs and the effective date of the delisting;
b) to terminate the contractual relations
between S.N.G.N. Romgaz S.A. and BNYM on the basis of the
commitment letter dated November 12, 2021 and the related
deposit agreement dated November 8, 2013,
respectively;
c)
to undertake any action or formality necessary or useful to
implement the mandate granted by this Resolution.
Item 3 Agreement with the amendment
and restated Memorandum of Association ROMGAZ BLACK SEA
LIMITED.
Item 4 Agreement to increase of S.C. Depomureș S.A.
share capital by RON 45,000,000, contribution in cash, by issuance
of 4,500,000 new registered shares, numbered from 30,001 to
4,530,000, with a nominal value of RON 10 for each share, where the
issuing price amounts to RON 10/share.
Item 5 Agreement with the amendment of
Articles 8 and 10 of the Articles of Incorporation of S.C.
Depomureș S.A. in accordance with the shareholders' subscription
following the Company's share capital increase.
Item 6 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 S.N.G.N. ROMGAZ S.A. to sign the
Convening Notice of the OGMS which will be held on September 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 Ordinary General Meeting of Shareholders
(OGMS) on September 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 Extension of the period of use of the loan
agreement no. 42805/September 21, 2023 concluded between S.N.G.N.
ROMGAZ S.A. and ROMGAZ BLACK SEA LIMITED
Item 2 Conversion of the balance of debts accrued, under
the loan agreements, by ROMGAZ BLACK SEA LIMITED to S.N.G.N. ROMGAZ
S.A., into ROMGAZ BLACK SEA LIMITED shares
Item 3 Subscription by S.N.G.N. ROMGAZ S.A. of
shares issued by ROMGAZ BLACK SEA LIMITED
Item 4 Approve the exercise of the preferential right
by S.N.G.N. ROMGAZ S.A., pro rata to the owned shares in the share
capital of S.C. DEPOMUREȘ S.A., that is to subscribe 1,800,000
newly issued shares having a nominal value of RON 10, amounting to
a total value of RON 18,000,000, contribution in cash, and payment
in full, on the subscription date, of the price of shares
subscribed under the capital increase of S.C. DEPOMUREȘ
S.A.
Item 5 Approval on taking legal action against Mr.
Adrian Constantin Volintiru to recover the amount of RON 412,889
representing the total net value of reimbursement of the equivalent
value of rent and/or utilities that certain employees benefitted
from without legal basis
Item 6 Approval to purchase legal external consultancy,
assistance and/or representation services related to joint
ventures/joint operating agreements carried out by S.N.G.N. ROMGAZ
S.A.
Item 7 Report on certain significant transactions with
affiliated parties concluded between S.N.G.N. ROMGAZ S.A. and
banks during May 23, 2024 -July 29, 2024
Item 8 Report on some transactions concluded by S.N.G.N.
ROMGAZ S.A. with other public companies during May - June
2024
Item 9 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 August 30, 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 August 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 every
working day, between 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 August 26,
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 SEPTEMBER 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 August 26,
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 SEPTEMBER 11, 2024".
Starting with August 29, 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 September 5,
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 SEPTEMBER 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 August 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 September 9,
2024, 12:00 am
(Romania Time), in sealed envelope, clearly
marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF
SHAREHOLDERS OF SEPTEMBER 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 September 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 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 August 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
September 9, 2024,
12:00 am (Romania Time),
clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF SEPTEMBER 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 August 29,
2024.
The Voting Ballots/ special or
general powers of attorney which are not received at ROMGAZ
Correspondence Entry or by e-mail until September 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 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
September 11, 2024 the OGMS
shall be convened on September 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 OGMS is the same,
namely August 30,
2024.
The rules established in this
convening notice for organizing the OGMS meeting on September 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 September 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 September 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 September 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. 65/
2024
of the Board of Directors of
Societatea Nationala de Gaze Naturale
"ROMGAZ" - S.A.
Medias,
taken at the meeting of
August 5, 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 September 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 September 12, 2024, 2:00 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 September 11, 2024, 2:00 pm,
are not met.
c) Establish August 30, 2024 as the "Reference Date",
namely the identification date of the shareholders entitled to
participate in the OGMS of September 11, 2024 and to cast their
votes during such meeting.
d) Approve the following OGMS Agenda of September 11,
2024:
"Item 1 Extension of the period of use of the loan
agreement no. 42805/September 21, 2023 concluded between S.N.G.N.
ROMGAZ S.A. and ROMGAZ BLACK SEA LIMITED
Item 2 Conversion of the balance of
debts accrued, under the loan agreements, by ROMGAZ BLACK SEA
LIMITED to S.N.G.N. ROMGAZ S.A., into ROMGAZ BLACK SEA LIMITED
shares
Item 3 Subscription by S.N.G.N. ROMGAZ S.A.
of shares issued by ROMGAZ BLACK SEA LIMITED
Item 4 Approve the exercise of the
preferential right by S.N.G.N. ROMGAZ S.A., pro rata to the owned
shares in the share capital of S.C. DEPOMUREȘ S.A., that is to
subscribe 1,800,000 newly issued shares having a nominal value of
RON 10, amounting to a total value of RON 18,000,000, contribution
in cash, and payment in full, on the subscription date, of the
price of shares subscribed under the capital increase of S.C.
DEPOMUREȘ S.A.
Item 5 Approval on taking legal action
against Mr. Adrian Constantin Volintiru to recover the amount of
RON 412,889 representing the total net value of reimbursement of
the equivalent value of rent and/or utilities that certain
employees benefitted from without legal basis
Item 6 Approval to purchase legal external consultancy,
assistance and/or representation services related to joint
ventures/joint operating agreements carried out by S.N.G.N. ROMGAZ
S.A.
Item 7 Report on certain significant
transactions with affiliated parties concluded between
S.N.G.N. ROMGAZ S.A. and banks during May 23, 2024 -July 29,
2024
Item 8 Report on some transactions
concluded by S.N.G.N. ROMGAZ S.A. with other public companies
during May - June 2024
Item 9 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 S.N.G.N. ROMGAZ S.A. to sign the
Convening Notice of the OGMS which will be held on September 11,
2024.
CHAIRMAN OF
THE BOARD OF
DIRECTORS
DAN DRAGOS
DRAGAN