REG - S.N.G.N. Romgaz S.A. - Convening notice of OGMS on November 27 (28), 2023

Societatea Nationala de Gaze Naturale Romgaz SAAnnouncement

18/10/2023 16:15

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RNS Number : 5727Q  S.N.G.N. Romgaz S.A.  18 October 2023

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 18, 2023

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:

 

·    Convening of the Ordinary General Meeting of Shareholders of S.N.G.N.
Romgaz S.A. on November 27 (28), 2023, 1:00 PM (Romania time)

 

In compliance with Company Law no. 31/1990, Law no. 24/2017 on Issuers of
Financial Instruments and Market Operations and F.S.A. Regulation no. 5/2018
on Issuers of Financial Instruments and Market Operations, S.N.G.N. Romgaz
S.A. convenes the Company's shareholders at the Ordinary General Meeting of
Shareholders (OGSM) on November 27 (28), 2023.

 

The Reference Date for identifying the shareholders entitled to attend and
vote in the OGSM is November 15, 2023.

 

Informational documents related to the OGSM Agenda will be available starting
with October 23, 2023, at ROMGAZ Correspondence Entry, as well as on the
company's website www.romgaz.ro (http://www.romgaz.ro) , at Investors Section
- General Meeting of Shareholders.

 

The Convening Notice of the OGSM was approved by S.N.G.N. Romgaz S.A. Board of
Directors on October 18, 2023. The Convening Notice of the OGSM is to be
published in the Official Gazette of Romania Part IV and in at least one
widely spread Romanian newspaper.

 

Attached:

OGSM Convening Notice on November 27 (28), 2023

Resolution of the Board of Directors no. 96 from October 18, 2023

 

Chief Executive Officer,

Răzvan POPESCU

 

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C O N V E N I N G   N O T I C E

 

The Board of Directors of SNGN "ROMGAZ" - SA, a company managed in an one-tier
system, incorporated and operating under the laws of Romania, registered with
the Trade Register Office of Sibiu Court under number J32/392/2001, fiscal
code RO 14056826, having its headquarters at Medias, 4 Constantin Motas
Square, Sibiu County, with a subscribed and paid up share capital of RON
385,422,400 (hereinafter referred to as "ROMGAZ" or the "Company"),

 

CONVENES

the Ordinary General Meeting of Shareholders (OGMS) on November 27, 2023, at
1:00 pm (Romania Time at the SNGN ROMGAZ SA working point located in
Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5(th) floor, having the
following:

 

AGENDA

 

Item 1     Approve decrease the loan facility ceiling provided under the
Loan Facility Agreement No. 201812070225 concluded between SNGN Romgaz SA and
Banca Comercială Română SA for issuance of bank guarantee instruments

 

Item 2   Approve the extension by one year of the Loan Facility Agreement No.
201812070225 concluded between SNGN Romgaz SA and Banca Comercială Română
SA for issuance of bank guarantee instruments

 

Item 3     Authorise the Chief Executive Officer and the Chief Financial
Officer of SNGN Romgaz SA to sign the Addendum to the Loan Facility Agreement
No. 201812070225

 

Item 4     Authorise the persons who have type I and II signing rights in
Banca Comercială Română to sign the requests for issuing and modifying
guarantee instruments under the facility granted by Banca Comercială Română
SA, as well as any other documents in connection with the loan agreement,
irrespective of the form in which they are concluded, including but not
limited to, addenda, requests for drawing/issuing/modifying

 

Item 5     Information on some significant transactions with afiliates
concluded by SNGN Romgaz SA with banking companies during August 8, 2023 -
October 16, 2023

 

Item 6     Information on some transactions concluded by Romgaz with other
public companies   during July - October, 2023

 

Item 7    Authorise the Chairman and the Secretary of the meeting to sign
the resolution of the Ordinary General Meeting of Shareholders

 

Only shareholders who are registered as SNGN ROMGAZ SA shareholders on
November 15, 2023 (the "Reference Date") in the Company's Register of
Shareholders kept and issued by Depozitarul Central S.A. (Central Depositary)
may attend and cast their votes in OGMS.

 

Informational documents related to the items of the OGMS agenda, the draft of
resolutions proposed to be adopted by OGMS shall be available as off October
23, 2023, on working days, at the registry desk of the Company's headquarters
located in Medias, 4 Constantin Motas Square, Sibiu County, Romania, postal
code 551130 ("ROMGAZ Correspondence Entry") as well as on the website of the
Company (https://www.romgaz.ro/en/shareholder-meetings
(https://www.romgaz.ro/en/shareholder-meetings) ). ROMGAZ Registration Office
is open every working day, between 7:30 am - 3:30 pm (Romania time), as well
as on Saturday, November 25, 2023, between 7:30 am - 11:00 am (Romania time).
The shareholders of the Company may obtain, upon request, copies of the
documents related to the items included on the OGMS agenda.

 

One or more shareholders representing, individually or jointly, at least 5% of
the share capital of the Company may demand, through a request submitted to
the Board of Directors of the Company:

 

a)  the insertion of additional items on the agenda of the OGMS;

b)  approval of draft OGMS resolutions for the items included on the agenda
of the OGMS or for new items proposed to be included on the agenda.

 

The request to add new items on the agenda of the OGMS shall be made in
writing and it will fulfil cumulatively the following conditions:

 

a)  it will include the last and first name, identity card type, serial
number and number of the identity card, permanent residence or residence, as
the case may be, and citizenship of the shareholder/shareholders, if the
request is filed by one or more shareholders acting as natural person, and/or
the name, registered office address, the shareholder/shareholders registration
number and the name of the institution/authority where the shareholder, legal
person, has applied to obtain the legal status, if the request is filed by one
or more shareholders acting as legal persons;

b)  it will include, as the case may be, the last name, first name, personal
identification number and citizenship of the legal
representative/representatives who file the request on behalf of the
shareholder/shareholders;

c)  it will include, as the case may be, the last name, first name, personal
identification number and citizenship of the conventional
representative/representatives, natural persons, and/or name, registration
number of the shareholder/shareholders and the name of the
institution/authority where the shareholder, legal entity, has applied to
obtain the legal status, and the last name and first name of the legal
representative of the conventional representative/representatives of the
shareholder/shareholders, legal persons, who file the request on behalf and on
account of the shareholder/shareholders;

d)  it will include the request to add new items  on the agenda of the OGMS;

e)  it will include the request to submit for approval to OGMS the draft
resolutions for the new items included in the request to add new items on the
agenda;

f)   it will include the shareholder's, legal representative's or the
conventional representative's signature, as the case may be;

g)  it will have as annex the draft resolution/resolutions submitted for
approval of OGMS, and, as the case may be, the power of attorney mandating the
conventional representative to request new items on the agenda of OGMS, on
behalf and on the account of the shareholder/shareholders;

h)  it will be sent to and registered at ROMGAZ Correspondence Entry, in
Romanian or English,  by any type of courier service with proof of delivery,
or by e-mail with incorporated extended electronic signature, in accordance
with Law no. 455/2001 on the electronic signature, at
secretariat.aga@romgaz.ro (mailto:secretariat.aga@romgaz.ro) by November 8,
2023, 3:30 pm (Romania Time). Both means of transmission shall be clearly
marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF NOVEMBER 27, 2023".

 

The request for OGMS approval of draft resolutions for the items included on
the agenda of OGMS shall be in writing, and, it will fulfil cumulatively the
following conditions:

 

a)  it will include the last and first name, the identity card type, serial
number and number,  permanent residence or residence, as the case may be, and
citizenship of the shareholder, if the request is filed by a shareholder,
natural person, or the name, registered office address, the shareholder
registration number and the institution/public authority where the
shareholder, legal entity, has applied to obtain the legal status, if the
request is filed by a shareholder acting as legal entity;

b)  it will include, as the case may be, the last name, first name, personal
identification number and citizenship of the legal representative who files
the request on behalf of the shareholder;

c)  as the case may be, to include the last and first name, personal
identification number, address and citizenship of the conventional
representative  natural person, or the name, registration number of the
shareholder and the name of the public institution/authority where the legal
person shareholder recorded to obtain legal personality, as well as the last
and first name of the conventional representative's legal representative,
legal person making the request on behalf and on account of the shareholder;

d)  to include the request to submit for OGMS approval of one or more
resolution drafts for the items on the agenda;

e)  the signature of the shareholder, legal representative or as the case may
be of the conventional representative;

f)   to attach the resolution draft/drafts requested to be submitted for
approval of the OGMS and as the case may be, the power of attorney based on
which the conventional representative expresses the request to submit for OGMS
approval one or more resolution drafts for the items on the agenda, for and on
behalf of the shareholder/shareholders;

g)  it will be sent to and registered at ROMGAZ Correspondence Entry, in
Romanian or English,  by any type of courier service with proof of delivery,
or by e-mail with incorporated extended electronic signature, in accordance
with Law no. 455/2001 on the electronic signature, at
secretariat.aga@romgaz.ro (mailto:secretariat.aga@romgaz.ro) by November 8,
2023, 3:30 pm (Romania Time). Both means of transmission shall be clearly
marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF NOVEMBER 27, 2023".

 

Starting with November 14, 2023 the requests to add one or more additional
items on the OGMS agenda, as well as the requests to submit for approval of
the OGMS resolution drafts for the items included on the OGMS agenda may be
reviewed at ROMGAZ Correspondence Entry or at
(https://www.romgaz.ro/en/shareholder-meetings
(https://www.romgaz.ro/en/shareholder-meetings) ).

 

Company shareholders may address questions and request an answer to such
questions related to items on the OGMS agenda.

 

The application requesting an answer to the addressed questions related to the
items of the OGMS agenda, shall be made in writing and it will fulfil
cumulatively the following conditions:

 

a) the last and first name, type of identity document, series and number of
the identity document, address and, as the case may be, residence and
citizenship of the shareholder if the application is made by a shareholder
natural person, or the name, address of the registered office, registration
number of the shareholder and the name of the public institution/authority
where the legal person shareholder is registered to obtain legal personality,
if the application is made by a legal person shareholder;

b)  as the case may be, to include the first and last name, personal
identification number and citizenship of the legal representative that makes
the request on behalf and on account of the shareholder;

c)   as the case may be, to include the last and first name, personal
identification number, address and citizenship of the conventional
representative  natural person, or the name, registration number of the
shareholder and the name of the public institution/authority where the legal
person shareholder recorded to obtain legal personality, as well as the last
and first name of the conventional representative's legal representative,
legal person making the request on behalf and on account of the shareholder;

d)   to include the request to receive an answer to the addressed questions
related to the items on the OGMS agenda by indicating such questions;

e)   the signature of the shareholder, of the legal representative or a the
case may be of the conventional representative;

f)  as the case may be, to attach the power of attorney based on which the
conventional representative files the application to receive an answer to the
questions related to the OGMS agenda, on behalf and on account  of the
shareholders;

g)   it will be sent to and registered at ROMGAZ Correspondence Entry, in
Romanian or English,  by any type of courier service with proof of delivery,
or by e-mail with incorporated extended electronic signature, in accordance
with Law no. 455/2001 on the electronic signature, at
secretariat.aga@romgaz.ro (mailto:secretariat.aga@romgaz.ro) by November 21,
2023, 3:30 pm (Romania Time). Both means of transmission shall be clearly
marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF NOVEMBER 27, 2023".

 

Shareholders registered on the Reference Date in the Company's Register of
Shareholders kept and issued by Depozitarul Central S.A. may attend the OGMS
and may vote:

 

i.     in person - direct vote;

ii.    through a representative with a special or general power of
attorney;

iii.   by correspondence.

 

The special power of attorney form:

 

a) will be available, in Romanian and English, as from October 23, 2023 at
ROMGAZ Correspondence Entry and on the Company's web page
(https://www.romgaz.ro/en/shareholder-meetings
(https://www.romgaz.ro/en/shareholder-meetings) );

b)  will include the shareholder identification method, the number of owned
shares, as well as the voting options "for" or "against" or "abstain" for
every issue to be voted upon;

c)  will be updated by the Company if new items are added on the agenda of
the OGMS;

d)  will be filled in and signed by the shareholder, in three counterparts:
one for the shareholder, one for the representative, and one for the Company.

 

The general power of attorney will be awarded by the shareholder acting as
client, only to an agent as it is defined under Art. 2, Par. 1, point 20 of
Law No. 24/2017 on issuers of financial instruments and market operations, or
to an attorney-at-law.

 

If the representative of the shareholder/shareholders is a credit institution
providing custodial services, it may participate and vote in the GMS if it
gives an affidavit, signed by the credit institution's legal representative,
stating:

 

a)  clearly, the name of the shareholders on whose behalf the credit
institution participates and votes in the GMS;

b)  that the credit institution provides custodial services for that
respective shareholder.

 

The special powers of attorney, the general powers of attorney and the
affidavits of the credit institutions providing custodial services for one or
more shareholders shall be transmitted/submitted in original copy, in Romanian
or English the shareholder or by the credit institution, as the case may be,
to ROMGAZ Correspondence Entry by any form of courier service with proof of
delivery no later than November 25, 2023, 11:00 am (Romania Time), in sealed
envelope, clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF NOVEMBER 27, 2023".

 

The special powers of attorney, the general powers of attorney and the
affidavits of the credit institutions providing custodial services for one or
more shareholders, may be also sent by e-mail to the company at:
secretariat.aga@romgaz.ro (mailto:secretariat.aga@romgaz.ro) having attached
an incorporated extended electronic signature in accordance with Law No.
455/2001 on electronic signature, no later than November 25, 2023, 11:00 am
(Romania Time).

 

The capacity as legal representative may be also proved by providing an
excerpt issued by the Trade Register (or by another institution of similar
authority of the resident country of the shareholder being a foreign legal
person), in original or certified true copy, in case the shareholder did not
provide, for whatever reason, appropriate information on his or her legal
representative, to Depozitarul Central SA/participant, within 3 months from
the date of his or her appointment/replacement.

 

Documents proving the capacity as legal representative, prepared in a foreign
language other than English, will be accompanied by their certified
translation into Romanian or English.

 

The shareholders of the Company may vote by correspondence, prior to OGMS, by
using the voting ballot form for the vote by correspondence (the "Voting
Ballot").

 

The Voting Ballot:

 

a) will be available, in Romanian and English, as from October 23, 2023 at
ROMGAZ Correspondence Entry and on the Company's web page
(https://www.romgaz.ro/en/shareholder-meetings
(https://www.romgaz.ro/en/shareholder-meetings) );

b)  will provide the shareholder's identification method, the number of owned
shares and the voting options "for" or "against" or "abstain" for each issue
to be voted upon;

c)  will be updated by the Company if new items are added on the agenda of
the OGMS.

 

The Voting Ballots shall be transmitted as original copies, in Romanian or
English, to ROMGAZ Correspondence Entry, by any form of courier service with
proof of delivery, or by e-mail at: secretariat.aga@romgaz.ro
(mailto:secretariat.aga@romgaz.ro) , having attached an incorporated extended
electronic signature in accordance with Law No. 455/2001 on electronic
signature, no later November 25, 2023, 11:00 am (Romania Time), clearly marked
with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF
NOVEMBER 27, 2023".

 

If new items are added on the Agenda, after publishing the Convening Notice,
the templates of the special power of attorney and Voting Ballot will be
available at ROMGAZ Correspondence Entry and on the Company web page
(https://www.romgaz.ro/en/shareholder-meetings
(https://www.romgaz.ro/en/shareholder-meetings) ), as from November 14, 2023.

 

The Voting Ballots/ special or general powers of attorney which are not
received at ROMGAZ Correspondence Entry or by e-mail until November 25, 2023,
11:00 am (Romania Time) shall not be counted for establishing the existence /
non-existence of the majority of validly cast votes in the OGMS.

 

If the agenda is supplemented/ updated and the shareholders do not submit
their updated power of attorney and/or Voting Ballots, the special power of
attorney and the Voting Ballots submitted prior to supplementation/update of
the agenda shall be taken into account, only for the items included in the
initial agenda, also included in the supplemented/updated agenda, for which
they were issued.

 

Shareholders access in the meeting room, authorized to attend the OGMS, is
allowed based on simple proof of identity, as follows:

 

a)  in case of shareholders being natural persons - based on the identity
document;

b) in case of legal representative of the shareholder, legal person - based on
the identity document or of documents certifying the quality as legal
representative of the shareholder legal person;

c)  in case of a conventional representative, the documents provided at
letters a) or b) above, together with the special or general power of
attorney.

 

Should the statutory quorum for convening the OGMS not be met on the first
date, namely November 27, 2023 the OGMS shall be convened on November 28, 2023
at 1:00 pm (Romania Time), at the same venue and with the same agenda. In the
event of a new convening, the Reference Date for identifying the shareholders
entitled to attend and vote in the OGMS is the same, namely November 15, 2023.

 

The rules established in this convening notice for organizing the OGMS meeting
on November 27, 2023, shall be supplemented by legal provisions applicable to
public companies whose shares are traded on the securities market.

 

In case of conflict between the rules established in this convening notice and
the legal provisions, the legal provisions applicable to public companies
whose shares are traded on the securities market shall be applied.

 

Personal data collected by the Company directly from shareholders and/or their
representatives, and indirectly from Depozitarul Central S.A. for the OGMS
meeting on November 27, 2023, are processed to identify the persons entitled
to exercise their rights as shareholders as regards the meeting and for
establishing the resolutions adopted by the Ordinary General Meeting of
Shareholders on November 27, 2023.

 

Additional information on processing personal data of shareholders and
shareholder's representatives, natural persons, may be found by reviewing the
Information Notice on processing of personal data, on the Company's webpage
(https://www.romgaz.ro/en/shareholder-meetings
(https://www.romgaz.ro/en/shareholder-meetings) ) for the Ordinary General
Meeting of Shareholders on November 27, 2023.

 

Additional information may be obtained from the Secretariat Office of the
General Meeting of Shareholders and the Board of Directors, phone 0040 374
401643, and on the Company's web page
(https://www.romgaz.ro/en/shareholder-meetings
(https://www.romgaz.ro/en/shareholder-meetings) ).

 

CHAIRMAN OF

THE BOARD OF DIRECTORS

DAN DRAGOS DRAGAN

 

----------------------------------------------------------

 

BOARD OF DIRECTORS

 

R E S O L U T I O N NO. 96/ 2023

 

of the Board of Directors of Societatea Nationala de Gaze Naturale

"ROMGAZ" - SA Medias,

taken at the meeting of October 18, 2023

 

The Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - SA
issues the following:

 

R E S O L U T I O N:

 

Article 1

In accordance with  provisions of Article 117 (1) of Company Law NO 31/1990,
republished, as subsequently amended and supplemented and of Article 13 (1) of
Articles of Incorporation of Societatea Nationala de Gaze Naturale "ROMGAZ"-
SA, updated, the Board of Directors decides upon the following:

 

a) Approve the convening of the Ordinary General Meeting of Shareholders of
Societatea Nationala de Gaze Naturale "ROMGAZ" SA (OGMS) on November 27, 2023,
1:00 pm, at the SNGN ROMGAZ SA working point located in Bucharest, Sector 1,
59 Grigore Alexandrescu Street,  5th floor.

 

b) Establish November 28, 2023, 1:00 pm (Romania time)  for the second
Ordinary General Meeting of Shareholders of Societatea Nationala de Gaze
Naturale "ROMGAZ" SA, if the validity conditions for the OGMS of November 27,
2023, 1:00 pm, are not met.

 

c)  Establish November 15, 2023 as the "Reference Date", namely the
identification date of the shareholders entitled to participate in the OGMS of
November 27, 2023 and to cast their votes during such meeting.

 

d)  Approve the following OGMS Agenda of November 27, 2023:

 

"Item 1   Approve decrease the loan facility ceiling provided under the Loan
Facility Agreement No. 201812070225 concluded between SNGN Romgaz SA and Banca
Comercială Română SA for issuance of bank guarantee instruments

 

Item 2     Approve the extension by one year of the Loan Facility
Agreement No. 201812070225 concluded between SNGN Romgaz SA and Banca
Comercială Română SA for issuance of bank guarantee instruments

 

Item 3     Authorise the Chief Executive Officer and the Chief Financial
Officer of SNGN Romgaz SA to sign the Addendum to the Loan Facility Agreement
No. 201812070225

 

Item 4    Authorise the persons who have type I and II signing rights in
Banca Comercială Română to sign the requests for issuing and modifying
guarantee instruments under the facility granted by Banca Comercială Română
SA, as well as any other documents in connection with the loan agreement,
irrespective of the form in which they are concluded, including but not
limited to, addenda, requests for drawing/issuing/modifying

 

Item 5     Information on some significant transactions with afiliates
concluded by SNGN Romgaz SA with banking companies during August 8, 2023 -
October 16, 2023

 

Item 6   Information on some transactions concluded by Romgaz with other
public companie during July - October, 2023

 

Item 7     Authorise the Chairman and the Secretary of the meeting to sign
the resolution of the Ordinary General Meeting of Shareholders".

 

e)  Authorise Mr. Dan Dragoș Drăgan as Chairman of the Board of Directors
of Societatea Nationala de Gaze Naturale "ROMGAZ" SA to sign the Convening
Notice of the OGMS which will be held on November 27, 2023.

 

CHAIRMAN OF

THE BOARD OF DIRECTORS

DAN DRAGOS DRAGAN

 

 

 

 

 

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