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Societatea Nationala de Gaze Naturale Romgaz SAAnnouncement

06/09/2014 22:40

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RNS Number : 7766N
S.N.G.N. Romgaz S.A.
30 July 2014 
 
HEADLINE ALTERATION 
 
The headline for the Romgaz announcement released on 30-Jul-2014 14:51 under
RNS No. 7741N  should read Result of EGM and not Notice of EGM. 
 
The announcement text is unchanged and is reproduced in full below. 
 
CURRENT REPORT 
 
In compliance with the Romanian Capital Market Law no. 297/2004 and 
 
CNVM Regulation no. 1/2006 
 
Report date: July 30, 2014
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: 
 
·     Resolution of the Extraordinary General Meeting of Shareholders of
S.N.G.N. ROMGAZ S.A. of July 30,2014 (EGMS); 
 
·     Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N.
ROMGAZ S.A. of July 30,2014 (OGMS); 
 
·     Election of Mr. Sergiu Cristian Manea as Director of S.N.G.N. ROMGAZ
S.A. for the vacancy following the resignation of Mr. Adrian - Constantin
Volintiru. 
 
·     Approval of the amendments to the Articles of Incorporation of S.N.G.N.
ROMGAZ S.A; 
 
·     Approval of Corporate Governance Rules of S.N.G.N. ROMGAZ S.A. 
 
The quorum conditions for both meetings of EGMS and OGMS have been fulfilled
according to the provisions of Article 15, paragraph 9 and paragraph 7 from
the Articles of Incorporation and of Article 115, paragraph 1 and of Article
112, paragraph 1 from the Company Law no.31/1990. 
 
Attached: 
 
Resolution no.5 of the Extraordinary General Meeting of Shareholders of
S.N.G.N. ROMGAZ S.A. of July 30, 2014; 
 
Resolution no. 6 of the Ordinary General Meeting of Shareholders of S.N.G.N.
ROMGAZ S.A. of July 30,2014. 
 
DIRECTOR GENERAL, 
 
Virgil - Marius METEA 
 

------------------------------------------------------------------------------------------------------------------------------- 
 
RESOLUTION No. 5/July 30, 2014 
 
of the Extraordinary General Meeting of Shareholders 
 
Societatea Nationala de Gaze Naturale"ROMGAZ" - S.A. 
 
Registered office: Piata Constantin Motas 4, Medias, Sibiu County, Romania,
registered with the Trade Register Office attached to Sibiu Law Court under
no. J32/392/2001, fiscal code RO 14056826 
 
Today, July 30, 2014, 12:00 noon (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 at the headquarters of
Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., located in Medias,
Piata Constantin Motas 4, Sibiu county, the conference room, the EGMS being
opened by its Chairman, Mrs. Aurora Negrut, as Chairman of the Board of
Directors. 
 
Whereas: 
 
·     The convening notice for the EGMS published in the Official Gazette Part
IV, no. 3616 of June 27, 2014, in "Bursa" daily newspaper of June 26, 2014 and
on the company's website (www.romgaz.ro), starting from June 27, 2014; 
 
·     The provisions of the effective Articles of Incorporation of the Company
("Articles of Incorporation"); 
 
·     The applicable legal provisions; 
 
At the beginning of the meeting the Chairman notes that the EGMS is legally
established and statutory, 18 shareholders are present or represented, holding
a number of 340.482.291  shares, representing 88,3400%  % of the subscribed
and paid up share capital, representing 88,3400%  of the total voting rights.
The quorum condition is fulfilled according to the provisions of Article 15
from the Articles of Incorporation and of Article 115, paragraph 1, Company
Law no. 31/1990 ("Law no. 31/1990"). 
 
The Chairman notes that the EGMS is statutory and legally established and it
can adopt valid resolutions regarding the items on the agenda. 
 
In accordance with Article 129 of Law no.31/1990, "ROMGAZ" shareholders
appoint Mr. Liviu Stoican and Mr. Mihai Darie as EGMS secretariesand the
Company appoints Mrs. Antal Anca as technical secretary of the EGMS. 
 
Further to the debates, "ROMGAZ" shareholders decide as follows: 
 
I.     Approve the modification of the Articles of Incorporation of Societatea
Nationala de Gaze Naturale "Romgaz"- S.A. as follows: 
 
a)   Article 6 paragraph 3 shall be amended to read as follows: 
 
"The Romanian State holds a number of 269,823,080 shares." 
 
b)   A new paragraph 6 shall be inserted after paragraph 5 Article 6 and shall
read as follows: 
 
"Romanian and foreign, natural and legal persons hold a number of 57,813,360
shares." 
 
This item is adopted with 329.545.682 votes representing 99,9197% of the total
votes held by the present or represented shareholders, in accordance with
Article 15 of the Articles of Incorporation correlated with Article 115 (1) of
Law no.31/1990. 
 
The votes were recorded as follows: 
 
- 329.545.682 votes "for" 
 
- 264.998 votes "against" 
 
- 0 votes "abstain" and 
 
- 10.671.611 votes were "not casted". 
 
II.            Approve the Corporate Governance Rules of Societatea Nationala
de Gaze Naturale "ROMGAZ"- S.A. 
 
This item is adopted with 322.410.014  votes representing 97,7561% of the
total votes held by the present or represented shareholders, in accordance
with Article 15 of the Articles of Incorporation correlated with Article 115
(1) of Law no.31/1990. 
 
The votes were recorded as follows: 
 
- 322.410.014 votes "for" 
 
- 7.400.666 votes "against" 
 
- 0 votes "abstain" and 
 
- 10.671.611 votes were "not casted". 
 
III.      Approve to amend item 1 of the Resolution no. 4/April 29, 2013 of
the Extraordinary General Meeting of Shareholders, to read as follows: 
 
Approve to set up a work location belonging to S.N.G.N. "ROMGAZ"-S.A., as
follows: 
 
Address:            Calea Plevnei No. 141, bl. 1, sc.A, ground floor,
apartment 1, Bucharest 
 
No. of personnel:           5 positions 
 
Scope of activity:          - business and other management consultancy
activities,   CAEN code 7022 
 
- trade of electricity CAEN code 3514 
 
- trade of gas through mains CAEN code 3523 
 
Following the modification of item 1 of the Resolution no. 4/April 29, 2013 of
the Extraordinary General Meeting of Shareholders, it will read as follows: 
 
Approve to set up a work location belonging to S.N.G.N. "ROMGAZ"-S.A., as
follows: 
 
Address:            Calea Plevnei No. 141, bl. 1, sc.A, ground floor,
apartment 1, Bucharest 
 
No. of personnel:           5 positions 
 
Scope of activity:          - business and other management consultancy
activities,   CAEN code 7022 
 
- trade of electricity CAEN code 3514 
 
- trade of gas through mains CAEN code 3523 
 
This item is adopted with 329.794.926  votes representing 99,9952% of the
total votes held by the present or represented shareholders, in accordance
with Article 15 of the Articles of Incorporation correlated with Article 115
(1) of Law no.31/1990. The votes were recorded as follows: 
 
- 329.794.926 votes "for" 
 
- 15.754 votes "against" 
 
- 0 votes "abstain" and 
 
- 10.671.611  votes were "not casted". 
 
IV.          Establish August 18, 2014 as "The Record Date", respectively the
date for identifying the shareholders who are affected by the Resolutions of
the Extraordinary General Meeting of Shareholders 
 
This item is adopted with 329.794.926  votes representing 99,9952%  of the
total votes held by the present or represented shareholders, in accordance
with Article 15 of the Articles of Incorporation correlated with Article 115
(1) of Law no.31/1990. 
 
The votes were recorded as follows: 
 
- 329.794.926 votes "for" 
 
- 15.754 votes "against" 
 
- 0 votes "abstain" and 
 
- 10.671.611 votes were "not casted". 
 
V.            Authorize the Chairman of the Board of Directors and the
Secretaries of the Meeting to execute the Resolution of the Extraordinary
General Meeting of Shareholders, as per Article 16, paragraph 1 of the
Articles of Incorporation of Societatea Nationala de Gaze Naturale "ROMGAZ" -
S.A. 
 
This item is adopted with 329.794.926 votes representing 99,9952% of the total
votes held by the present or represented shareholders, in accordance with
Article 15 of the Articles of Incorporation correlated with Article 115 (1) of
Law no.31/1990. 
 
The votes were recorded as follows: 
 
- 329.794.926 votes "for" 
 
- 15.754 votes "against" 
 
- 0 votes "abstain" and 
 
- 10.671.611 votes were "not casted". 
 
This resolution is executed, today, July 30, 2014, in Medias, in 4 (four)
original copies. 
 
CHAIRMAN 
 
OF 
 
THE BOARD OF DIRECTORS 
 
Aurora NEGRUT 
 
Secretaries representing the shareholders: 
 
Liviu Stoican 
 
Mihai Darie 
 

------------------------------------------------------------------------------------------------------------------------------- 
 
RESOLUTION NO. 6/July 30, 2014 
 
of the Ordinary General Meeting of Shareholders 
 
Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. 
 
Registered office: Piata Constantin Motas 4, Medias, Sibiu County, Romania,
registered with the Trade Register Office attached to Sibiu Law Court under
no. J32/392/2001, fiscal code RO 14056826 
 
Today, July 30, 13:00 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 Ordinary General Meeting of
Shareholders ("OGMS") of ROMGAZ at its first convening at the headquarters of
Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., located in Medias,
Piata Constantin Motas 4, Sibiu county, the conference room, the OGMS being
opened by its Chairman, Mrs. Aurora Negrut, as Chairman of the Board of
Directors. 
 
Whereas: 
 
·     The convening notice for the OGMS  published in the Official Gazette of
Romania, Part IV, no. 3616 of June 27, 2014, in "Bursa" daily newspaper of
June 26, 2014 and on the company's website (www.romgaz.ro), starting from June
27, 2014; 
 
·     The supplement to the convening notice for the OGMS published in the
Official Gazette of Romania, Part IV, no. 3909 of July 16, 2014, in "Bursa"
daily newspaper of July 16, 2014 and on the company's website (www.romgaz.ro),
starting from July 16, 2014; 
 
·     The provisions of the effective Articles of Incorporation of the Company
("Articles of Incorporation"); 
 
·     The applicable legal provisions; 
 
At the beginning of the meeting the Chairman notes that the OGMS is legally
established and statutory, 15 shareholders are present or represented, holding
a number of 302.461.702 shares, representing 78,4754%  of the subscribed and
paid up share capital, representing 78,4754% of the total voting rights. The
quorum condition is fulfilled according to the provisions of Article 15 from
the Articles of Incorporation and of Article 112, paragraph 1, Company Law no.
31/1990 ("Law no. 31/1990"). 
 
The Chairman notes that the OGMS is statutory and legally established and it
can adopt valid resolutions regarding the items on the agenda. 
 
In accordance with Article 129 of Law no. 31/1990, "ROMGAZ" shareholders
appoint Mr. Liviu Stoican and Mr. Mihai Darie as OGMS secretaries and the
Company appoints Mrs. Antal Anca as technical secretary of the OGMS. 
 
Further to the debates, "ROMGAZ" shareholders decide as follows: 
 
I.             Elect Mr. Manea Sergiu Cristian as Director of Societatea
Nationala de Gaze Naturale "ROMGAZ" - SA Medias, on the vacant position in the
Board of Directors of SNGN Romgaz SA further to the resignation of Mr. Adrian
Constantin Volintiru from his position. The mandate shall be enforced from the
date the position is accepted according to legal provisions and shall be valid
until May 14, 2017. 
 
This item is adopted with 286.579.173 votes representing 98,2142% of the total
votes held by the present or represented shareholders, or who cast their vote
by correspondence, in accordance with the provisions of Article 15 of the
Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990. 
 
The votes were recorded as follows: 
 
- 286.579.173 votes "for" 
 
- 1.212.853 votes "against" 
 
- 3.998.065 votes "abstain" and 
 
- 10.671.611 votes were "not casted". 
 
II.            Mandate Mr. Cornel Bobalca, as representative of the majority
shareholder the Romanian State, represented by the Ministry of Economy through
 the Energy Department for signing the Director's Agreement with Mr. Manea
Sergiu Cristian. 
 
This item is adopted with 286.579.173 votes representing 98,2142% of the total
votes held by the present or represented shareholders, or who cast their vote
by correspondence, in accordance with the provisions of Article 15 of the
Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990. 
 
The votes were recorded as follows: 
 
- 286.579.173 votes "for" 
 
- 1.212.853 votes "against" 
 
- 3.998.065 votes "abstain" and 
 
- 10.671.611 votes were "not casted". 
 
III.          Establish the Income and Expenditure Budget of Societatea
Nationala de Gaze Naturale "ROMGAZ" - SA for the financial year 2014,
according to the provisions of GD 570/2014. 
 
This item is adopted with 289.611.720 votes representing 99,4306% of the total
votes held by the present or represented shareholders, or who cast their vote
by correspondence, in accordance with the provisions of Article 15 of the
Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990. 
 
The votes were recorded as follows: 
 
- 289.611.720 votes "for" 
 
- 1.658.371 votes "against" 
 
- 0 votes "abstain" and 
 
- 11.191.611 votes were "not casted". 
 
IV.          Does not approve the additional variable remuneration of Board of
Directors members according to SNGN Romgaz SA shares performance and of the
form of Addendum to the Directors' Agreement to be concluded with the Board of
Directors members in this respect. 
 
This item is adopted with 273.771.861 votes representing 93,9924% of the total
votes held by the present or represented shareholders, or who cast their vote
by correspondence, in accordance with the provisions of Article 15 of the
Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990. 
 
The votes were recorded as follows: 
 
- 17.498.230 votes "for" 
 
- 273.771.861   votes "against" 
 
- 0 votes "abstain" and 
 
- 11.191.611 votes were "not casted". 
 
V.            Does not approve to mandate the company Board of Directors to
implement a system of variable remuneration of Romgaz management according to
SNGN Romgaz SA shares performances. 
 
This item is adopted with 270.088.078 votes representing 92,7277% of the total
votes held by the present or represented shareholders, or who cast their vote
by correspondence, in accordance with the provisions of Article 15 of the
Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990. 
 
The votes were recorded as follows: 
 
- 21.182.013  votes "for" 
 
- 270.088.078 votes "against" 
 
- 0 votes "abstain" and 
 
- 11.191.611 votes were "not casted". 
 
VI.          Does not approve to mandate Mr. Cornel Bobalca to sign the
addendum to the Directors' Agreement to be concluded with the Board of
Directors members. 
 
This item is adopted with 273.771.861 votes representing 93,9924% of the total
votes held by the present or represented shareholders, or who cast their vote
by correspondence, in accordance with the provisions of Article 15 of the
Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990. 
 
The votes were recorded as follows: 
 
- 17.498.230 votes "for" 
 
- 273.771.861 votes "against" 
 
- 0 votes "abstain" and 
 
-11.191.611 votes were "not casted". 
 
VII.        Establish August 18, 2014 as "The Record Date", in accordance with
the provisions of Article 238 of Law No. 297/2004 on the capital market,  as
the date for identifying the shareholders who are affected by the Resolutions
of the Ordinary General Meeting of Shareholders. 
 
This item is adopted with 291.790.091 votes representing 100% of the total
votes held by the present or represented shareholders, or who cast their vote
by correspondence, in accordance with the provisions of Article 15 of the
Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990. 
 
The votes were recorded as follows: 
 
- 291.790.091 votes "for" 
 
- 0 votes "against" 
 
- 0 votes "abstain" and 
 
- 10.671.611 votes were "not casted" 
 
VIII.       Authorize the Chairman of the Board of Directors and the
Secretaries of the Meeting to sign the Resolution of the Ordinary General
Meeting of Shareholders, according to the provisions of Article 16, paragraph
1 of SNGN Romgaz SA Articles of Incorporation. 
 
This item is adopted with 291.790.091 votes representing 100% of the total
votes held by the present or represented shareholders, or who cast their vote
by correspondence, in accordance with the provisions of Article 15 of the
Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990. 
 
The votes were recorded as follows: 
 
- 291.790.091 votes "for" 
 
- 0 votes "against" 
 
- 0 votes "abstain" and 
 
- 10.671.611 votes were "not casted" 
 
This Resolution is signed today, July 30, 2014, in Medias, in 4 (four)
original copies. 
 
CHAIRMAN 
 
OF 
 
THE BOARD OF DIRECTORS 
 
Aurora NEGRUT 
 
Secretaries on behalf of the shareholders: 
 
Liviu Stoican 
 
Marius Darie 
 
This information is provided by RNS
The company news service from the London Stock Exchange