REG - S.N.G.N. Romgaz S.A. - Amendement to EGMS Convening Notice Aug 09,2017 <Origin Href="QuoteRef">ROSNG.BX</Origin>

Societatea Nationala de Gaze Naturale Romgaz SAAnnouncement

19/07/2017 09:35

RNS Number : 4831L
S.N.G.N. Romgaz S.A.
19 July 2017
CURRENT REPORT
In compliance with Law 24/2017 regarding Issuers of Financial Instruments and Market Operations and CNVM Regulation no. 1/2006
Report date: July 19, 2017
Company name: Societatea Nationala de Gaze Naturale ROMGAZ S.A.
Address: Medias, 4 Constantin I. Motas Square, Sibiu County - Romania, 551130
Phone/fax no: 004-0269-201020 / 004-0269-846901
Fiscal Code: RO14056826
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:
Supplemented Agenda for the Convening Notice of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. for August 09 (10), 2017
Intention to amend S.N.G.N. ROMGAZ S.A. Articles of Incorporation
Considering the request made by the Romanian State, as shareholder of S.N.G.N. ROMGAZ S.A. (owning 70.0071% of the share capital), represented by the Ministry of Energy, the Board of Directors approved the supplement of the agenda of the Convening Notice of the Extraordinary General Meeting of Shareholders for August 09 (10), 2017 (EGMS) by adding two new items.
The new items on the Agenda of EGMS refer to the amendment of S.N.G.N. ROMGAZ S.A. Articles of Incorporation.
The modified draft resolution of EGMS will be available on the Company's website as from July 25, 2017.
All documents will be available at ROMGAZ Correspondence Entry, as well as on the Company's website www.romgaz.ro, Investor Relations Section - General Meeting of Shareholder.
The Supplement to the Convening Notice of the EGMS is to be published in the Official Gazette of Romania Part IV and in at least one widely-spread Romanian newspaper.
Attached:
Supplement to the Convening Notice of EGMS on August 09 (10), 2017
Director General
Virgil - Marius METEA
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SUPPLEMENT TO THE CONVENING NOTICE 
OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS 
on August 9, 2017
The Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., with the registered office in Medias, 4 Constantin Motas square, Sibiu county, registered with the Trade Register Office of Sibiu Law Court under number J32/392/2001, fiscal registration number RO 14056826, considering the request to supplement the agenda of the Extraordinary General Meeting of Shareholders (EGMS) made by the shareholder the ROMANIAN STATE, represented by the MINISTRY OF ENERGY by letter no. 20546 of July 13, 2017, the provisions of art. 7 of the National Securities Commission Regulation no. 6/2009 on the exercise of certain rights of shareholders at general meetings of companies, the provisions of art. 1171 of the Law on Companies no. 31/1990, the agenda of the Extraordinary General Meeting of Shareholders, initially published in the Official Gazette - Part IV- no. 2314 of July 4, 2017, in "Bursa" daily newspaper no. 120 of July 4, 2017 and on the company's website (www.romgaz.ro) starting from May 12, 2017 will be supplemented as follows:
1) Approve the amendment of Societatea de Gaze Naturale "ROMGAZ"-S.A. Articles of Incorporation as follows:
Paragraph (4) of article 6 - Share capital, shall be amended and shall read as follows:
"(4)The rights of the Romanian State, as shareholder of Romgaz SA, are exercised through the Ministry of Energy, with the headquarters in Bucharest, Splaiul Independentei no. 202E, district 6".
Letter c) is deleted "discussing, approving or requiring the supplementation or review, as the case may be, of the governing plan, under the provisions of the law" of paragraph (4) article 12 - Organization and Powers of the General Meeting of Shareholders.
2) Authorise the chairman of the Board of Directors to sign the updated Articles of Incorporation and to fulfil all and any formalities required to record the specifications related to the amendment of the Articles of Incorporation and to submit the updated document to the Trade Register Office of Sibiu Court. The authorised person may assign to other persons the mandate or the fulfilment of the above mentioned formalities. 
Therefore, the agenda of the Extraordinary General Meeting of Shareholders on August 9, 2017, 1:00 pm (Romania time) that will take place at S.N.G.N. "ROMGAZ"- S.A. headquarters in Medias, 4 Constantin Motas square, Sibiu County, the conference room, where only shareholders may attend and cast their vote who are registered on July 27, 2017 ("Reference Date") in the Company Shareholder Registry, kept and issued by the Depozitarul Central S.A, shall be the following:
AGENDA
Item 1Approve the amendment of Societatea de Gaze Naturale "ROMGAZ"-S.A. Articles of Incorporation as follows:
Paragraph (4) of article 6 - Share capital, shall be amended and shall read as follows:
"(4)The rights of the Romanian State, as shareholder of Romgaz SA, are exercised through the Ministry of Energy, with the headquarters in Bucharest, Splaiul Independentei no. 202E, district 6".
Letter c) is deleted "discussing, approving or requiring the supplementation or review, as the case may be, of the governing plan, under the provisions of the law" of paragraph (4) article 12 - Organization and Powers of the General Meeting of Shareholders.
Item 2Authorise the chairman of the Board of Directors to sign the updated Articles of Incorporation and to fulfil all and any formalities required to record the specifications related to the amendment of the Articles of Incorporation and to submit the updated document to the Trade Register Office of Sibiu Court. The authorised person may assign to other persons the mandate or the fulfilment of the above mentioned formalities. 
Item 3Approval of the conclusion of the Addendum to the Association Agreement concluded between Romgaz and Schlumberger to modify Annex B "Base Production, Production decline curves"
Item 4 Approval of the conclusion of the Transaction Agreement to approve modification of Annex B "Base Production, Production decline curves" to the Association Agreement for the period between May the 1st 2016 and the effective date of the Addendum for the two wells that have been unable to produce natural gas for seven consecutive days, and for the period between June the 1st, 2016 and the effective date of the Addendum for the three wells producing below 50% of the production decline curve in the last six months, with the correction of the identified material error. 
Item 5Establish August 30, 2017 as "The Record Date",respectively the date for identifying the shareholders who are affected by the Resolution of the Extraordinary General Meeting of Shareholders
Item 6Authorize the Chairperson and the Secretary of the meeting to sign the resolution of the Extraordinary General Meeting of Shareholders.
The supplemented resolution draft of the EGMS will be available on the website of the company at www.romgaz.ro at Investor Relations/GMS starting with July 25, 2017.
CHAIRMAN OF
THE BOARD OF DIRECTORS
GHEORGHE GABRIEL GHEORGHE

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