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S.N.G.N. ROMGAZ S.A. - SNG

OGMS Resolution on January 6, 2022

Release Date: 1/6/2022 3:30:42 PM

IRIS Code: 20E00

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: January 6, 2022

Company name: Societatea Nationala de Gaze Naturale ROMGAZ S.A.

Address: Medias, 4 Constantin I. Motas Square, Sibiu County – Romania, 551130

Phone/fax no: 004-0374-401020 / 004-0269-846901

Fiscal Code: RO14056826

LEI Code: 2549009R7KJ38D9RW354

Trade Register registration number: J32/392/2001

Subscribed and paid in share capital: 385,422,400 RON

Regulated market where the issued securities are traded: Bucharest Stock Exchange (BVB), London Stock Exchange (LSE)

 

 

Significant events to be reported:

 

·      Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of January 6, 2022 (OGMS);

·      Approval of the extension of the mandate term for S.N.G.N. ROMGAZ S.A. Board of Directors by two (2) months as from the expiration date. S.N.G.N. ROMGAZ S.A. BoD members were elected in the OGMS on September 9, 2021, mandate term being set at four (4) months, starting with September 13, 2021 and ending on January 13, 2022.

 

The quorum conditions for the OGMS have been fulfilled according to the provisions of Article 15, paragraph 12 from S.N.G.N. ROMGAZ S.A. Articles of Incorporation and of Article 112 from the Company Law no.31/1990.

 

Attached: Resolution no. 1 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on January 6, 2022

 

 

Chief Executive Officer,

Aristotel Marius JUDE

 

------------------------------------------------

 

 

RESOLUTION NO. 1/January 6, 2022

 

of the Ordinary General Meeting of Shareholders

Societatea Nationala de Gaze Naturale „ROMGAZ” – S.A.

 

Registered office: Medias, 4 Constantin Motas square, Sibiu County, Romania, registered with the Trade Register Office attached to Sibiu Law Court under no. J32/392/2001, fiscal code RO 14056826

 

On January 6, 2022, 1:00 pm (Romania time), the shareholders of Societatea Nationala de Gaze Naturale „ROMGAZ” – S.A., (hereinafter referred to as “the Company” or “ROMGAZ”) have joined at the Ordinary General Meeting of Shareholders („OGMS”) of „ROMGAZ” at its first convening, at the SNGN ROMGAZ SA working point located in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5th floor, the OGMS being opened by its Chairman, Mrs. Stan Olteanu Manuela Petronela, as director of the company, authorised by Board of Directors Resolution no. 1 from  January 5, 2022 to exercise the duties of the Chairman of the Board of Directors of Societatea Nationala de Gaze Naturale „ROMGAZ” – S.A., for the Ordinary General Meeting of Shareholders on January 6, 2022.

 

In accordance with Article 129 of Law no. 31/1990, „ROMGAZ” shareholders appoint Mr. Susanu Nicu-Romeo as OGMS secretary. 

 

Further to the debates, “ROMGAZ” shareholders, issues the following:

 

 

R E S O L U T I O N

 

Article 1

Approves the extension of the mandate term for Societatea Nationala de Gaze Naturale ROMGAZ SA Board of Directors by two months from the expiration date, in compliance with the provisions of article  64¹, paragraph (5) GEO No. 109/2011 on corporate governance of public enterprises.

 

The resolution was approved with 282,669,206 votes representing 73.3401% from the sharecapital and 86.6093% from the total votes validly casted.

 

Article 2

Approves the template of the addendum to the contract of mandate that extends by two months the mandate term of Board members, according to the annex.

 

The resolution was approved with 282,669,206 votes representing 73.3401% from the sharecapital and 86.6093% from the total votes validly casted.

 

Article 3

Mandates the representative of the majority shareholder, the Ministry of Energy, to sign the addenda extending the term of Societatea Nationala de Gaze Naturale ROMGAZ SA Board of Directors contracts of mandate.

 

The resolution was approved with 282,669,206 votes representing 73.3401% from the sharecapital and 86.6093% from the total votes validly casted.

 

Article 4

Mandates the Chairperson and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders.

 

The resolution was approved with 326,372,693 votes representing 84.6792% from the sharecapital and 100% from the total votes validly casted.

 

This document was drafted on January 6, 2022, in 4 (four) copies.

 

CHAIRMAN OF THE MEETING

STAN OLTEANU MANUELA PETRONELA

 

 

SECRETARY OF THE MEETING

SUSANU NICU-ROMEO

 

 

ANNEX

 

 

ADDENDUM NO _________ TO THE CONTRACT OF MANDATE  NO _____________

 

 

Made between:

 

Societatea Nationala de Gaze Naturale ROMGAZ SA, a company managed in an one-tier system, having its headquarters at Medias, 4 Constantin Motas Square, Sibiu County, registered with the Trade Register Office of Sibiu Court under number J32/392/2001, fiscal code RO 14056826, IBAN Code RO08 RNCB 0231 0195 2533 0001 opened at BCR Medias, represented by Mr. ___________________, as principle (“The Company”),

 

and

 

Mr/Mrs __________________, born on  ________ in _____________________, County __________, resident in __________________, street _______, no____ , building______, apartment ______, County _______________, identified by ID series ____ no. _____, issued by________________, on______, personal identification number______________, as member of the Board of the Directors (“Board Member").

 

 

Whereas:

 

-   The provisions of Article 64^1, paragraph 5 of Government Emergency Ordinance no. 109/2011 on corporate governance of public enterprises;

-   The provisions of Article ________ of SNGN ROMGAZ SA Ordinary General Meeting of Shareholders Resolution no. ________, approving the extension of the interim directors’ mandate for Mr./Mrs. _________________ ;

-   Contract of Mandate no. _____________concluded between the Company and the Board Member;

 

The Company and the Board Member mutually agree to the following:

 

 

Sole Article

The term of the Contract of Mandate no.___________ is extended by 2 (two) months starting with ______________ until __________.

 

This Addendum is concluded on ______________ in 2 (two) original copies, each Party declaring that it has received one copy upon signing.

 

 

 

The Company, by                                                                              Board Member

 

______________________                                                                __________________

 

 

 



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