REG - S.N.G.N. Romgaz S.A. - OGMS and EGMS Resolutions March 7, 2018

Societatea Nationala de Gaze Naturale Romgaz SAAnnouncement

07/03/2018 13:10

RNS Number : 0005H
S.N.G.N. Romgaz S.A.
07 March 2018
CURRENT REPORT
In compliance with Law no. 24/2017 regarding Issuers of Financial Instruments and Market Operations and CNVM Regulation no. 1/2006
Report date: March 7, 2018
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
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 March 7, 2018 (OGMS)
Resolution of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of March 7, 2018 (EGMS)
The quorum conditions for both the OGMS and the EGMS have been fulfilled according to the provisions of Article 15, paragraph 12 and paragraph 14 from S.N.G.N. ROMGAZ S.A. Articles of Incorporation and of Article 112, paragraph 1 and of Article 115, paragraph 1 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. of March 7, 2018
Resolution no. 2 of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of March 7, 2018
Director General,
Corin Emil CINDREA
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RESOLUTION NO. 1/March 7, 2018
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 March 7, 2018, 13:00 noon (Romania time), the shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., (hereinafter referred to as "the Company" or "ROMGAZ") have joinedat the Ordinary General Meeting of Shareholders ("OGMS") 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 OGMS being opened by its Chairman, Mr. Volintiru Adrian Constantin, as director of the company, authorised by Board of Directors Resolution No 9 from March 6, 2018 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 March 7, 2018.
In accordance with Article 129 of Law no. 31/1990, "ROMGAZ" shareholders appoint Mr. Stoican Liviu as OGMS secretary.
Further to the debates, "ROMGAZ" shareholders, issues the following:
R E S O L U T I O N
Article 1
Take note of the Letter issued by the Romanian Court of Accounts - Sibiu Chamber of Accounts no. 2046/December 15, 2017 as well as of Decision no. 26 of June 1, 2016 and of the subsequent decisions issued by the Romanian Court of Accounts - Sibiu Chamber of Accounts.
Article 2
Approve to modify the value of the fixed monthly gross allowance of Board members provided in the director agreement, further to implementing the provisions of GEO no.79/2017 on amending and supplementing Law no. 227/2015 related to the Fiscal Code and based on article 18 of GEO no. 90/2017 on certain fiscal-budget measures to amend and supplement pieces of legislation and to adjourn terms, so that the value of the current monthly net allowance of the Board members remains unchanged.
Article 3
Authorize the representative of the Ministry of Energy in the General Meeting of Shareholders to sign the addenda to the director agreements of Board members, as a consequence of article 2.
Article 4
Establish March 27, 2018 as the Record Date, namely as the date of identifying the shareholders who are affected by the resolution of the Ordinary General Meeting of Shareholders.
Article 5
Authorize 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 March 7, 2018, in 4 (four) original copies.
CHAIRMAN OF THE MEETING
VOLINTIRU ADRIAN - CONSTANTIN
SECRETARY OF THE MEETING
STOICAN LIVIU
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RESOLUTION NO. 2/ March 7, 2018
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 March 7, 2018, 14:00 noon (Romania time), the shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., (hereinafter referred to as "the Company" or "ROMGAZ") have joinedat 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. Volintiru Adrian Constantin, as director of the company, authorised by Board of Directors Resolution No 9 from March 6, 2018 to exercise the duties of the Chairman of the Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., for the Extraordinary General Meeting of Shareholders on March 7, 2018.
In accordance with Article 129 of Law no. 31/1990, "ROMGAZ" shareholders appoint Mr. Stoican Liviu as EGMS secretary.
Further to the debates, "ROMGAZ" shareholders, issues the following:
R E S O L U T I O N
Article 1
Approve the conclusion of an Addendum to the Service Agreement dated December 19, 2013 (Annex C to the JOA concluded between SNGN ROMGAZ SA and AMROMCO ENERGY SRL), in according to the attached addendum draft.
Article 2
Approve the increase SNGN Romgaz S.A. working interest in the offshore exploration-development-production block EX-30 Trident located in the Black Sea by accepting a 2.2% share of Pantlantic's working interest following its withdrawal.
Article 3
Establish March 27, 2018 as "The Record Date", respectively the date for identifying the shareholders who are affected by the resolution of the Extraordinary General Meeting of Shareholders.
Article 4
Authorize the Chairperson and the Secretary of the meeting to sign the resolution of the Extraordinary General Meeting of Shareholders.
The present Resolution was signed on March 7, 2018, in 4 (four) original copies.
CHAIRMAN OF THE MEETING
VOLINTIRU ADRIAN - CONSTANTIN
SECRETARY OF THE MEETING
STOICAN LIVIU

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