REG - S.N.G.N. Romgaz S.A. - Current Report - OGMS Resolution April 13, 2020

Societatea Nationala de Gaze Naturale Romgaz SAAnnouncement

14/04/2020 07:01

RNS Number : 4620J
  
S.N.G.N. Romgaz S.A.
  
14 April 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: April 13, 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 Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of April 13, 2020 (OGMS);
·    Approval of S.N.G.N. ROMGAZ S.A. 2020 Individual Income and Expenditure Budget;
·    Approval of the extension of S.N.G.N. ROMGAZ S.A BoD members' mandates by two months as from the expiration date. S.N.G.N. ROMGAZ S.A BoD members were elected in the OGMS meeting held on December 23, 2019, for a four months mandate.
 
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, paragraph 1 from the Company Law no.31/1990.
Attached: Resolution no. 5 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of April 13, 2020
 
Chief Executive Officer,
Constantin Adrian VOLINTIRU
 
--------------------------------------------------
RESOLUTION NO. 5/April 13, 2020
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
The Ordinary General Meeting of Shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A joined in the meeting, at its first convening, of April 13, 2020, 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, issues the following:
 
R E S O L U T I O N
 
 
Article 1
Approves the extension SNGN Romgaz SA Board members' mandates by two months as of the expiration date, in compliance with the provisions of article 641 para (5) of GEO no. 109/2011 on corporate governance of public companies, approved and subsequently amended and supplemented by Law no.111/2016, as amended from time to time, by preserving the rights and obligations of the existing parties to the contracts of mandate.
Article 2
Approves the addendum of the contract of mandate related to extending the mandate term of Board members by two months as of the expiration date, according to the annex.
 
Article 3
Mandates the representative of the shareholders or one of the shareholders, appointed by the Chairman of the Board of Directors/ Chairman of the meeting within the general meeting of shareholders, to sign the addenda to the contracts of mandate with SNGN Romgaz SA Board members.
 
Article 4
Approves S.N.G.N. Romgaz S.A. 2020 individual Income and Expenditure Budget.
 
Article 5
Takes note of Romgaz S.A. Group consolidated Income and Expenditure Budget for 2020.
 
Article 6
Authorises the Chairman and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders.
 
The present Resolution was signed on April 13, 2020, in 4 (four) original copies. 
 
 
CHAIRMAN OF
THE BOARD OF DIRECTORS
STAN-OLTEANU MANUELA-PETRONELA
 
 
SECRETARY OF THE MEETING
BOTOND BALAZS
 
 
Annex
 
ADDENDUM NO …. TO THE DIRECTORS' AGREEMENT NO ……..……….
 
Made between: 
 
Societatea Națională 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 
 
Mister/Madam ___________________________________, born on  ________ in ________________, County __________, resident in __________________, street _______, no____ , building______, apartment ______, County _______________, identified by ID series ____ no. _____, issued by________________, on______, personal identification number______________, as non-executive member of the Board of the Directors ("Director").
 
 
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. _________________ ; 
-     Directors' Agreement no. _____________concluded between the Company and the Director; 
 
The Company and the Director mutually agree to the following: 
 
 
Sole Article 
The term of the Director's Agreement 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                                                                                                                   Director
______________________                                                                                                        __________________________
 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
  END
 
 
ROMDZGMDZFLGGZM