REG - S.N.G.N. Romgaz S.A. - Supplement to the Convening notice OGMS July 30 <Origin Href="QuoteRef">ROSNG.BX</Origin>

Societatea Nationala de Gaze Naturale Romgaz SAAnnouncement

06/09/2014 16:36

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RNS Number : 3709M
S.N.G.N. Romgaz S.A.
15 July 2014 
 
CURRENT REPORT 
 
In compliance with the Romanian Capital Market Law no. 297/2004 and 
 
CNVM Regulation no. 1/2006 
 
Report date: July 15, 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 event to be reported: 
 
·     Supplemented Agenda for the Convening Notice of the Ordinary General
Meeting of  Shareholders of S.N.G.N. ROMGAZ S.A.  for  July 30, 2014. 
 
At the request of the majority shareholder, Romanian State through Ministry of
Economy -Department of Energy, holding 70.0071% of the Company's share
capital, and of the shareholder Societatea Comerciala Fondul Proprietatea S.A.
owning 10.0002% of the share capital, the agenda of the Convening Notice of
the Ordinary General Meeting of Shareholders (OGMS) was supplemented by adding
items 3, 4, 5, 6 and therefore the other existing items were renumbered. 
 
The informational documents related to the new added items will be available
to the shareholders on the Company website (www.romgaz.ro) starting with July
16, 2014. 
 
The Supplement to the Convening Notice of the OGMS is to be published in the
Official Gazette of Romania Part IV and in at least one widely-spread Romanian
newspaper. 
 
Attached: 
 
Supplement to the Convening Notice of the OGMS July 30, 2014. 
 
Director General 
 
Virgil - Marius Metea 
 
_____________________________________________________________________ 
 
SUPPLEMENT TO THE C O N V E N I N G  N O T I C E 
 
OF THE ORDINARY GENERAL MEETING OF SHAREHODERS 
 
(in compliance with the request of the Ministry of Economy through the Energy
Department and the request of the Societatea Comerciala Fondul Proprietatea
S.A. , as major shareholders of S.N.G.N. "Romgaz" S.A.) 
 
The Board of Directors of S.N.G.N. "ROMGAZ" - S.A., with the registered office
in Medias, Piata Constantin Motas 4, Sibiu county, registered with the Trade
Register Office of Sibiu Law Court under number J32/392/2001, fiscal
registration number RO 14056826, in accordance with the provisions of Law
no.31/1990 republished, as subsequently amended and completed, and with the
provisions of the updated S.N.G.N. "Romgaz" - S.A., Articles of Incorporation,
at the request of the major shareholder, the Romanian State, represented by
the Ministry of Economy through the Energy Department (owning 70.0071% of the
share capital), sent by letter no. 1501942 on July 14, 2014, registered at
S.N.G.N. "Romgaz" - S.A. under no. 19828 on July 14, 2014, and of the
shareholder Societatea Comerciala Fondul Proprietatea S.A. (owning 10.0002% of
the share capital), sent by letter no. 680 of July 9, 2014 registered at
S.N.G.N. "Romgaz" - S.A. under no. 19444 on July 10, 2014, subject to art.
117^1 Company Law no.31/1990, republished, as subsequently amended and
completed, the agenda of the Ordinary General Meeting of Shareholders,
initially published in the Official Gazette - Part IV - no. 3616 of June 27,
2014, in Bursa daily newspaper on June 26, 2014 and on the website of the
company (www.romgaz.ro), starting with June 27, 2014, will be supplemented as
follows: 
 
·     Establish the Income and Expenditure Budget of Societatea Nationala de
Gaze Naturale "ROMGAZ" - S.A. for the financial year 2014. 
 
·     Approve of 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. 
 
·     Appoint the company Board of Directors to implement a system of variable
remuneration of Romgaz management according to SNGN Romgaz SA shares
performances. 
 
·     Appoint Mr. Cornel Bobalca to sign the addendum to the Directors'
Agreement to be concluded with the Board of Directors members. 
 
Therefore the agenda for the Ordinary General Meeting of Shareholders on July
30, 2014, 13:00 PM (Romania time) that will take place at S.N.G.N. "ROMGAZ"-
S.A. headquarters in Medias, Piata Constantin Motas 4, Sibiu County, the
conference room, and where only shareholders registered in the company's
shareholder register on July 18, 2014 may attend and cast their votes, will be
the following: 
 
AGENDA 
 
Item 1                  Appoint a new director on the vacant position in the
Board of Directors of S.N.G.N. Romgaz S.A 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 
 
Item 2                  Mandate Mr. Cornel Bobalca, representative of the
majority shareholder, for signing the director's contract with the new member
of the Board of Directors 
 
Item 3                  Establish the Income and Expenditure Budget of
Societatea Națională de Gaze Naturale "ROMGAZ" - S.A. for the financial year
2014 
 
Item 4                  Approve of 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. 
 
Item 5                  Mandate the company Board of Directors to implement a
system of variable remuneration of Romgaz management according to SNGN Romgaz
SA shares performances. 
 
Item 6                  Mandate Mr. Cornel Bobâlcă to sign the addendum to the
Directors' Agreement to be concluded with the Board of Directors members. 
 
Item 7                 Establish August 18, 2014 as "The Record Date",
respectively the date for identifying the shareholders who are affected by the
Resolutions of the Ordinary General Meeting of Shareholders. 
 
Item 8                 Authorizes the Chairman of the Board of Directors and
the Secretary of the Meeting to execute the Resolution of the Ordinary General
Meeting of Shareholder, as per Article 16, paragraph 1 of the Articles of
Incorporation of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. 
 
The supplemented resolution draft of the OGMS, as well as documents and
materials related to items 3, 4, 5 and 6 of the Ordinary General Meeting of
Shareholders agenda will be available on the website of the company at
www.romgaz.ro at Investor Relations/GMS starting with July 16, 2014. 
 
Chairman of 
 
the Board of Directors 
 
Authorized 
 
Virgil-Marius Metea 
 
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