REG - S.N.G.N. Romgaz S.A. - OGMS Resolution October 23, 2020

Societatea Nationala de Gaze Naturale Romgaz SAAnnouncement

23/10/2020 14:35

RNS Number : 0977D
  
S.N.G.N. Romgaz S.A.
  
23 October 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: October 23, 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 events to be reported:
 
·   Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of October 23, 2020 (OGMS);
·   Approval of S.N.G.N. ROMGAZ S.A. rectified individual 2020 Income and Expenditure Budget;
·   Approval of the extension of the mandates of S.N.G.N. ROMGAZ S.A. interim directors for a period of two (2) months as from their expiration date. S.N.G.N. ROMGAZ S.A. BoD interim members were elected in the OGMS held on June 25, 2020, for a four (4) months mandate.
 
The quorum conditions of 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 Article 112, paragraph 1 from the Company Law no.31/1990 for the first six (6) items on the Agenda.
No decision was adopted on item 2 on the Agenda, as the majority of votes required by the Articles of Incorporation was not met.
Also, no decision was adopted for items 7 - 11 on the Agenda, as the quorum conditions required by law were not met.
Attached: Resolution no. 12 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on October 23, 2020
 
 
Chief Executive Officer,                                       Deputy Chief Executive Officer,
Constantin Adrian VOLINTIRU                         Daniel Corneliu PENA
 
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RESOLUTION NO. 12/October 23, 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 October 23, 2020, 1:00 pm (Romania time) at the SNGN ROMGAZ SA 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 SNGN ROMGAZ SA rectified individual 2020 Income and Expenditure Budget.    
 
Article 2
Approves the extension of interim directors mandates for a period of 2 months from their expiration date, according to article 641 para (5) of GEO no.109/2011 on corporate governance of public enterprises.  
 
Article 3
Approves the template and the content of the addendum to be concluded to the directors' agreements, related to extending by 2 months the term of the directors' agreements of interim directors, according to the attached model.        
 
Article 4
Authorizes the representative of the Ministry of Economy, Energy and the Business Environment in S.N.G.N. ROMGAZ S.A General Meeting of Shareholders to sign the addenda that extend the term of directors' agreements of interim directors.         
 
Article 5
Authorizes 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 October 23, 2020, in 4 (four) original copies. 
 
 
 
CHAIRMAN OF THE MEETING
STAN-OLTEANU MANUELA-PETRONELA
 
 
 
 
SECRETARY OF THE MEETING
BOTOND BALAZS
 
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
________________                                                                                                            _________________
 
 

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