REG - S.N.G.N. Romgaz S.A. - Current Report - EGMS Resolution January 15, 2020

Societatea Nationala de Gaze Naturale Romgaz SAAnnouncement

15/01/2020 13:40

RNS Number : 9227Z
S.N.G.N. Romgaz S.A.
15 January 2020
 


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 15, 2020
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:
 
·     Resolution of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of January 15, 2020 (EGMS);
·    During the Ordinary General Meeting of Shareholders from January 15, 2020, following the votes cast, no decision was taken regarding Item 1 of the Agenda and, in consequence, the decision in Item 2, which is ancillary, remains without object
 
The quorum conditions for both the EGMS and OGMS have been fulfilled according to the provisions of Article 15, paragraph 14 and paragraph 12 from S.N.G.N. ROMGAZ S.A. Articles of Incorporation and Article 115, paragraph 1 and Article 112, paragraph 1 from the Company Law no.31/1990.
 
Attached:
Resolution no. 1 of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of January 15, 2020
 
 
Chief Executive Officer,
Constantin Adrian VOLINTIRU
 
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RESOLUTION NO. 1/January 15, 2020
of the Extraordinary 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 15, 2020, 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 Extraordinary General Meeting of Shareholders ("EGMS") of "ROMGAZ" at its first convening, at the headquarters of "ROMGAZ", located in Medias, 4 Constantin Motas square, Sibiu County Romania, the conference room, the EGMS being opened by its Chairman, Mr. Botond Balazs, as director of the company, authorized to chair the EGMS on January 15, 2020, according to the mandate conveyed by Mrs. Stan-Olteanu Manuela-Petronela, Chairman of the BoD; mandate registered at  ROMGAZ under No. 1655/15.01.2020.
In accordance with Article 129 of Law no. 31/1990, "ROMGAZ" shareholders appoint Mr. Bobalca Cornel as EGMS secretary. 
 
Further to the debates, "ROMGAZ" shareholders, issues the following:
 
R E S O L U T I O N
 
Article 1
Approves the increase of S.N.G.N. Romgaz S.A. - Filiala de Inmagazinare Gaze Naturale Depogaz Ploiesti S.R.L. share capital, by the inflow of capital in kind to the existing share capital with the fixed assets owned by S.N.G.N. Romgaz S.A., which are used to the storage activity, in compliance with the law.
 
Article 2
Authorises S.N.G.N. Romgaz S.A. Board of Directors to coordinate the process of issuing new shares in  S.N.G.N. Romgaz S.A. - Filiala de Inmagazinare Gaze Naturale Depogaz Ploiesti S.R.L. in exchange of the inflow of capital in kind by S.N.G.N. Romgaz S.A..
 
Article 3
Authorises S.N.GN. Romgaz S.A. Board of Directors to take all steps and to fulfil all necessary and legal procedures for successfully increasing the share capital of S.N.G.N. Romgaz S.A. - Filiala de Inmagazinare Gaze Naturale Depogaz Ploiesti S.R.L..
 
Article 4
Approves the change the main scope of activity of S.N.G.N. Romgaz S.A. - Filiala de Inmagazinare Gaze Naturale Depogaz Ploiesti S.R.L. from NACE class 5210 - "Warehousing and Storage" to NACE 0910 - "Support activities for petroleum and natural gas extraction".
 
Article 5
Approves the amend the Articles of Incorporation of S.N.G.N. Romgaz S.A. - Filiala de Inmagazinare Gaze Naturale Depogaz Ploiesti S.R.L., as follows:
 
"Chapter II. SCOPE OF ACTIVITY
ARTICLE 2.1 The company's scope of activity is:
the main scope of activity is "Support activities for petroleum and natural gas extraction" corresponding to NACE Group 091
 
main activity:
support activities for petroleum and natural gas extraction corresponding to NACE code 0910
 
secondary activities:
NACE code 5210 - Warehousing and storage
NACE code 7022 - Business and other management consultancy activities
NACE code 4221 - Construction of utility projects for fluids;
NACE code 7112 - Engineering activities and related technical consultancy;
NACE code 4321 - Electrical installation;
NACE code 7120 - Technical testing and analysis, including for natural gas;
NACE code 2562 - General mechanics operations;
NACE code 5224 - Handling activities".
 
Article 6
Authorises the Director General of S.N.G.N. Romgaz S.A. to sign the update and the proposed amendments to the Articles of Incorporation of S.N.G.N. Romgaz S.A. - Filiala de Inmagazinare Gaze Naturale Depogaz Ploiesti S.R.L..
 
Article 7
Authorises the Chairman and the Secretary of the meeting to sign the resolution of the Extraordinary General Meeting of Shareholders.
 
The present Resolution was signed on January 15, 2020, in 4 (four) original copies.
 
 
CHAIRMAN OF THE MEETING
BOTOND BALAZS     
 
 
 
SECRETARY OF THE MEETING
BOBALCA CORNEL
 
 
 
 




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