REG - S.N.G.N. Romgaz S.A. - OGSM Resolution Dec.20, 2017_Electing BoD members <Origin Href="QuoteRef">ROSNG.BX</Origin>

Societatea Nationala de Gaze Naturale Romgaz SAAnnouncement

20/12/2017 14:55

RNS Number : 9733Z
S.N.G.N. Romgaz S.A.
20 December 2017
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: December 20, 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
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 December 20, 2017 (OGMS)
 Changes in the Board of Directors as a result of electing the Board of Directors members by cumulative voting at the OGMS of December 20, 2017
The quorum condition for OGMS has been fulfilled according to the provisions of Article 15, paragraph 12 from the Articles of Incorporation and of Article 112, paragraph 1 from the Company Law no.31/1990.
As a result of exercising the cumulative voting at the OGMS, the following persons were elected as interim members of S.N.G.N. ROMGAZ S.A. Board of Directors:
 Nistoran Dorin-Liviu
 Baciu Sorana-Rodica
 Ciobanu Romeo-Cristian
 Grigorescu Remus
 Cermonea Daniel-Ioan
 Volintiru Adrian Constantin
 Anghel Daniel-Florin
Set the mandate duration of the interim board members appointed according to article 5 at a period of 4 (four) months starting with January 8, 2018 or until the completion of the board members selection procedure according to Government Emergency Ordinance no. 109/2011, as approved by Law no. 111/2016, with subsequent amendments, in case the selection procedure is completed prior to the indicated term.
Attached:
Resolution no. 9 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of December 20, 2017
Director General,
Corin - Emil CINDREA
-------------------------------------------------
RESOLUTION NO. 9/December 20, 2017
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 December 20, 2017, 1:00 PM (Romania time) at the headquarters of "ROMGAZ", located in Medias, 4 Constantin Motas square, Sibiu County Romania, the conference room, issues the following:
R E S O L U T I O N
Article 1
Take note of the Quarterly Report of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. regarding its economic and financial activity on September 30, 2017 (period January 1, 2017 - September 30, 2017), which includes:
a) Information on the performance of the directors' mandate contracts, on the company's financial performance and on the company's financial statements;
b)Fulfilment of performance indicators, review of each indicator in relation with its share of accomplishment and set target value;
c) Individual interim financial statements (not audited) for the nine-month and three-month periods ended September 30, 2017, prepared in accordance with International Financial Reporting Standards as adopted by the European Union and Ministry of Finance Order No. 2844/2016.
Article 2
Do not approve the procurement by Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. of the external specialized legal consultancy, assistance and representation services for special and specific cases up to the maximum cumulated value of EUR 200,000/year .
Article 3
Do not mandate the Board of Directorsof Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. to coordinate the procedures related to procurement of external specialized legal consultancy, assistance and representation services.
Article 4
Approve to initiate the board members selection procedure according to Government Emergency Ordinance no. 109/2011, as approved and supplemented by Law no. 111/2016 and mandating SNGN Romgaz S.A. Board of Directors to carry out the board members selection procedure.
Article 5
Mr. Nistoran Dorin-Liviu is elected interim director of SNGN Romgaz S.A. Board of Directors.
Mrs. Baciu Sorana-Rodica is elected interim director of SNGN Romgaz S.A. Board of Directors.
Mr. Ciobanu Romeo-Cristian is elected interim director of SNGN Romgaz S.A. Board of Directors.
Mr. Grigorescu Remus is elected interim director of SNGN Romgaz S.A. Board of Directors.
Mr. Cermonea Daniel-Ioan is elected interim director of SNGN Romgaz S.A. Board of Directors.
Mr. Volintiru Adrian Constantin is elected interim director of SNGN Romgaz S.A. Board of Directors.
Mr. Anghel Daniel-Florin is elected interim director of SNGN Romgaz S.A. Board of Directors.
Article 6
Set the mandate duration of the interim board members appointed according to article 5 at a period of 4 (four) months starting with January 8, 2018 or until the completion of the board members selection procedure according to Government Emergency Ordinance no. 109/2011, as approved and amended by Law no. 111/2016 in case the selection procedure is completed prior to the indicated term.
Article 7
Approve the mandate contract draft to be concluded with the Board of Directors members appointed as per article 5, in accordance with the proposal made by the Romanian State through the Ministry of Energy.
Article 8
Establish the remuneration of the interim Board of Directors members at a value equal with twice the average for the past 12 months of the monthly gross average wage for the activity performed according to the main scope of activity recorded for the company, at class level according to classification of activities in the national economy, communicated by the National Institute for Statistics prior to the appointment.
Article 9
Authorize the majority shareholder's representative, the Romanian State acting through the Ministry of Energy, to sign the director agreement with the interim members of SNGN Romgaz S.A. Board of Directors appointed according to article 5.
Article 10
Establish January 17, 2018 as Record Date, namely the date for identifying the shareholders who will receive additional dividends or other entitlements and who are affected by the Resolutions of the Ordinary General Meeting of Shareholders.
Article 11
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 December 20, 2017, in 4 (four) original copies. 
CHAIRMAN OF
THE BOARD OF DIRECTORS
NISTORAN DORIN-LIVIU
SECRETARY OF THE MEETING
BOBALCA CORNEL

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