REG - S.N.G.N. Romgaz S.A. - EGSM and OGSM Convening on September 11(12), 2024

Societatea Nationala de Gaze Naturale Romgaz SAAnnouncement

05/08/2024 16:30

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RNS Number : 2441Z  S.N.G.N. Romgaz S.A.  05 August 2024

CURRENT REPORT

In compliance with Law no. 24/2017 regarding Issuers of Financial Instruments
and  Market Operations  and F.S.A. Regulation no. 5/2018

 

Report date: August 5, 2024

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: 3,854,224,000 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 Extraordinary General Meeting of Shareholders of
S.N.G.N. Romgaz S.A. on September 11 (12), 2024, 1:00 PM (Romania time)

·    Convening of the Ordinary General Meeting of Shareholders of S.N.G.N.
Romgaz S.A. on September 11 (12), 2024, 2:00 PM (Romania time)

 

In compliance with Company Law no. 31/1990, Law no. 24/2017 (R) 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 Extraordinary General Meeting
of Shareholders (EGSM) and the Ordinary General Meeting of Shareholders
(OGSM), on September 11 (12), 2024.

 

The Reference Date for identifying the shareholders entitled to attend and
vote in the EGSM and the OGSM is August 30, 2024.

 

Informational documents related to the EGSM and OGSM Agenda will be available
starting with August 8, 2024, 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 Notices of the EGSM and OGSM were approved by S.N.G.N. Romgaz
S.A. Board of Directors on August 5, 2024. The Convening Notices of the EGSM
and OGSM are to be published in the Official Gazette of Romania, Part IV and
in at least one widely spread Romanian newspaper.

 

Attached:

EGSM Convening Notice on September 11 (12), 2024

Resolution of the Board of Directors no. 64 from August 5, 2024

OGSM Convening Notice on September 11 (12), 2024

Resolution of the Board of Directors no. 65 from August 5, 2024

 

Chief Executive Officer,

Răzvan POPESCU

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

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, (hereinafter referred to as "ROMGAZ" or the "Company"),

 

CONVENES

 

the Extraordinary General Meeting of Shareholders (EGMS) on September 11,
2024, at 1:00 pm (Romania Time at the S.N.G.N. ROMGAZ S.A. working point
located in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5(th) floor,
having the following:

 

AGENDA

 

Item 1   Approve the delisting of global depositary receipts ("GDRs") issued
by The Bank of New York Mellon ("BNYM"), admitted to listing on the standard
segment of the Official List of the UK Financial Conduct Authority and
admitted to trading on the London Stock Exchange's main market for financial
instruments, having the following identification numbers and trading symbols,
each GDR representing 1 underlying share issued by S.N.G.N. Romgaz S.A.:

(i)  SIN for GDRs issued under Regulation S under the U.S. Securities Act:
US83367U2050;

(ii) Trading symbol for GDRs issued under Regulation S under the U.S.
Securities Act, on London Stock Exchange: SNGR;

(iii)  ISIN for GDRs issued under Rule 144A  under the U.S. Securities Act:
US83367U1060;

(iv)  Trading symbol GDR issued under Rule 144A under the U.S. Securities
Act, on London Stock Exchange: SNG1;

as well as the subsequent termination of the GDRs program of S.N.G.N. Romgaz
S.A.

 

Item 2  Empower the Board of Directors of S.N.G.N. Romgaz S.A., with the
possibility of sub-delegation, to:

a)    determine the details of the delisting of the GDRs and the subsequent
termination of the GDRs program of S.N.G.N. Romgaz S.A., including, but not
limited to, determining the period during which GDR holders will be able to
convert their GDRs into shares, the relevant aspects of the sale of the
underlying shares in accordance with Regulation No 4/2013 after the delisting
of the GDRs and the effective date of the delisting;

b)    to terminate the contractual relations between S.N.G.N. Romgaz S.A.
and BNYM on the basis of the commitment letter dated November 12, 2021  and
the related deposit agreement dated November 8, 2013, respectively;

c)    to undertake any action or formality necessary or useful to implement
the mandate granted by this Resolution.

 

Item 3 Agreement with the amendment and restated Memorandum of Association
ROMGAZ BLACK SEA LIMITED.

 

Item 4 Agreement to increase of S.C. Depomureș S.A. share capital by RON
45,000,000, contribution in cash, by issuance of 4,500,000 new registered
shares, numbered from 30,001 to 4,530,000, with a nominal value of RON 10 for
each share, where the issuing price amounts to RON 10/share.

 

Item 5   Agreement with the amendment of Articles 8 and 10 of the Articles of
Incorporation of S.C. Depomureș S.A. in accordance with the shareholders'
subscription following the Company's share capital increase.

 

Item 6   Authorise the Chairman and the Secretary of the meeting to sign the
resolution of the Extraordinary General Meeting of Shareholders.

 

Only shareholders who are registered as S.N.G.N. ROMGAZ S.A. shareholders on
August 30, 2024 (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 EGMS.

 

Informational documents related to the items of the EGMS agenda, the draft of
resolutions proposed to be adopted by EGMS shall be available as off August 8,
2024, 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 Correspondence Entry
is open every working day, between 7:30 am - 3:30 pm (Romania time), except
for non-business days and public holidays. The shareholders of the Company may
obtain, upon request, copies of the documents related to the items included on
the EGMS 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 EGMS;

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

 

The request to add new items on the agenda of the EGMS 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 EGMS;

e)  it will include the request to submit for approval to EGMS 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 EGMS, and, as the case may be, the power of attorney mandating the
conventional representative to request new items on the agenda of EGMS, 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 August 26,
2024, 3:30 pm (Romania Time). Both means of transmission shall be clearly
marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF SEPTEMBER 11, 2024".

 

The request for EGMS approval of draft resolutions for the items included on
the agenda of EGMS 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 EGMS 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 EGMS and as the case may be, the power of attorney based on
which the conventional representative expresses the request to submit for EGMS
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 August 26,
2024, 3:30 pm (Romania Time). Both means of transmission shall be clearly
marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF SEPTEMBER 11, 2024".

 

Starting with August 29, 2024 the requests to add one or more additional items
on the EGMS agenda, as well as the requests to submit for approval of the EGMS
resolution drafts for the items included on the EGMS 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 EGMS agenda.

 

The application requesting an answer to the addressed questions related to the
items of the EGMS 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 EGMS 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 EGMS 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 September 5,
2024, 3:30 pm (Romania Time). Both means of transmission shall be clearly
marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF SEPTEMBER 11, 2024".

 

Shareholders registered on the Reference Date in the Company's Register of
Shareholders kept and issued by Depozitarul Central S.A. may attend the EGMS
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 August 8, 2024 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 EGMS;

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 September 9, 2024, 11:00 am (Romania Time), in sealed
envelope, clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF SEPTEMBER 11, 2024".

 

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 September 9, 2024, 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 EGMS, 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 August 8, 2024 at
ROMGAZ Correspondence Entry and on the Company's web page
(https://www.romgaz.ro/en/shareholder-meetings (https://www.romgaz.ro/en/aga)
);

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 EGMS.

 

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 September 9, 2024, 11:00 am (Romania Time), clearly marked
with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
SEPTEMBER 11, 2024".

 

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 August 29, 2024.

 

The Voting Ballots/ special or general powers of attorney which are not
received at ROMGAZ Correspondence Entry or by e-mail until September 9, 2024,
11:00 am (Romania Time) shall not be counted for establishing the existence /
non-existence of the majority of validly cast votes in the EGMS.

 

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 EGMS, 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 EGMS not be met on the first
date, namely September 11, 2024 the EGMS shall be convened on September 12,
2024 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 EGMS is the same, namely
August 30, 2024.

 

The rules established in this convening notice for organizing the EGMS meeting
on September 11, 2024, 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 EGMS
meeting on September 11, 2024, 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 Extraordinary General Meeting of
Shareholders on September 11, 2024.

 

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 Extraordinary
General Meeting of Shareholders on September 11, 2024.

 

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. 64/ 2024

 

of the Board of Directors of Societatea Nationala de Gaze Naturale

"ROMGAZ" - S.A. Medias,

taken at the meeting of August 5, 2024

 

The Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" -
S.A. 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"-
S.A., updated, the Board of Directors decides upon the following:

 

a)  Approve the convening of the Extraordinary General Meeting of
Shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" S.A. (OGMS) on
September 11, 2024, 1:00 pm, at the S.N.G.N. ROMGAZ S.A. working point located
in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5th floor.

 

b)  Establish September 12, 2024, 1:00 pm (Romania time)  for the second
Extraordinary General Meeting of Shareholders of Societatea Nationala de Gaze
Naturale "ROMGAZ" S.A., if the validity conditions for the OGMS of September
11, 2024, 1:00 pm, are not met.

 

c)  Establish August 30, 2024 as the "Reference Date", namely the
identification date of the shareholders entitled to participate in the OGMS of
September 11, 2024 and to cast their votes during such meeting.

 

d)  Approve the following OGMS Agenda of September 11, 2024:

 

"Item 1  Approve the delisting of global depositary receipts ("GDRs") issued
by The Bank of New York Mellon ("BNYM"), admitted to listing on the standard
segment of the Official List of the UK Financial Conduct Authority and
admitted to trading on the London Stock Exchange's main market for financial
instruments, having the following identification numbers and trading symbols,
each GDR representing 1 underlying share issued by S.N.G.N. Romgaz S.A.:

(i)  ISIN for GDRs issued under Regulation S under the U.S. Securities Act:
US83367U2050;

(ii)   Trading symbol for GDRs issued under Regulation S under the U.S.
Securities Act, on London Stock Exchange: SNGR;

(iii) ISIN for GDRs issued under Rule 144A  under the U.S. Securities Act:
US83367U1060;

(iv)  Trading symbol GDR issued under Rule 144A under the U.S. Securities
Act, on London Stock Exchange: SNG1;

as well as the subsequent termination of the GDRs program of S.N.G.N. Romgaz
S.A.

 

Item 2     Empower the Board of Directors of S.N.G.N. Romgaz S.A., with the
possibility of sub-delegation, to:

a)    determine the details of the delisting of the GDRs and the subsequent
termination of the GDRs program of S.N.G.N. Romgaz S.A., including, but not
limited to, determining the period during which GDR holders will be able to
convert their GDRs into shares, the relevant aspects of the sale of the
underlying shares in accordance with Regulation No 4/2013 after the delisting
of the GDRs and the effective date of the delisting;

b)    to terminate the contractual relations between S.N.G.N. Romgaz S.A.
and BNYM on the basis of the commitment letter dated November 12, 2021  and
the related deposit agreement dated November 8, 2013, respectively;

c)   to undertake any action or formality necessary or useful to implement
the mandate granted by this Resolution.

 

Item 3     Agreement with the amendment and restated Memorandum of
Association ROMGAZ BLACK SEA LIMITED.

 

Item 4   Agreement to increase of S.C. Depomureș S.A. share capital by RON
45,000,000, contribution in cash, by issuance of 4,500,000 new registered
shares, numbered from 30,001 to 4,530,000, with a nominal value of RON 10 for
each share, where the issuing price amounts to RON 10/share.

 

Item 5     Agreement with the amendment of Articles 8 and 10 of the
Articles of Incorporation of S.C. Depomureș S.A. in accordance with the
shareholders' subscription following the Company's share capital increase.

 

Item 6     Authorise the Chairman and the Secretary of the meeting to sign
the resolution of the Extraordinary General Meeting of Shareholders.".

 

e)   Authorise Mr. Dan Dragoș Drăgan as Chairman of the Board of Directors
of S.N.G.N. ROMGAZ S.A. to sign the Convening Notice of the OGMS which will be
held on September 11, 2024.

 

CHAIRMAN OF

THE BOARD OF DIRECTORS

DAN DRAGOS DRAGAN

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

 

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, (hereinafter referred to as "ROMGAZ" or the "Company"),

 

CONVENES

 

the Ordinary General Meeting of Shareholders (OGMS) on September 11, 2024, at
2:00 pm (Romania Time at the S.N.G.N. ROMGAZ S.A. working point located in
Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5(th) floor, having the
following:

 

AGENDA

 

Item 1  Extension of the period of use of the loan agreement no.
42805/September 21, 2023 concluded between S.N.G.N. ROMGAZ S.A. and ROMGAZ
BLACK SEA LIMITED

 

Item 2  Conversion of the balance of debts accrued, under the loan
agreements, by ROMGAZ BLACK SEA LIMITED to S.N.G.N. ROMGAZ S.A., into ROMGAZ
BLACK SEA LIMITED shares

 

Item 3    Subscription by S.N.G.N. ROMGAZ S.A. of shares issued by ROMGAZ
BLACK SEA LIMITED

 

Item 4   Approve the exercise of the preferential right by S.N.G.N. ROMGAZ
S.A., pro rata to the owned shares in the share capital of S.C. DEPOMUREȘ
S.A., that is to subscribe 1,800,000 newly issued shares having a nominal
value of RON 10, amounting to a total value of RON 18,000,000, contribution in
cash, and payment in full, on the subscription date, of the price of shares
subscribed under the capital increase of S.C. DEPOMUREȘ S.A.

 

Item 5  Approval on taking legal action against Mr. Adrian Constantin
Volintiru to recover the amount of RON 412,889 representing the total net
value of reimbursement of the equivalent value of rent and/or utilities that
certain employees benefitted from without legal basis

 

Item 6  Approval to purchase legal external consultancy, assistance and/or
representation services related to joint ventures/joint operating agreements
carried out by S.N.G.N. ROMGAZ S.A.

 

Item 7  Report on certain significant transactions with affiliated parties
concluded between  S.N.G.N. ROMGAZ S.A. and banks during May 23, 2024 -July
29, 2024

 

Item 8  Report on some transactions concluded by S.N.G.N. ROMGAZ S.A. with
other public companies during May - June 2024

 

Item 9    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 S.N.G.N. ROMGAZ S.A. shareholders on
August 30, 2024 (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 August 8,
2024, 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 Correspondence Entry
is open every working day, between 7:30 am - 3:30 pm (Romania time), except
for non-business days and public holidays. 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 August 26,
2024, 3:30 pm (Romania Time). Both means of transmission shall be clearly
marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF SEPTEMBER 11, 2024".

 

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 August 26,
2024, 3:30 pm (Romania Time). Both means of transmission shall be clearly
marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF SEPTEMBER 11, 2024".

 

Starting with August 29, 2024 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 September 5,
2024, 3:30 pm (Romania Time). Both means of transmission shall be clearly
marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF SEPTEMBER 11, 2024".

 

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 August 8, 2024 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 September 9, 2024, 12:00 am (Romania Time), in sealed
envelope, clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF SEPTEMBER 11, 2024".

 

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 September 9, 2024, 12:00 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 August 8, 2024 at
ROMGAZ Correspondence Entry and on the Company's web page
(https://www.romgaz.ro/en/shareholder-meetings (https://www.romgaz.ro/en/aga)
);

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 September 9, 2024, 12:00 am (Romania Time), clearly marked
with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF
SEPTEMBER 11, 2024".

 

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 August 29, 2024.

 

The Voting Ballots/ special or general powers of attorney which are not
received at ROMGAZ Correspondence Entry or by e-mail until September 9, 2024,
12:00 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 September 11, 2024 the OGMS shall be convened on September 12,
2024 at 2:00 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
August 30, 2024.

 

The rules established in this convening notice for organizing the OGMS meeting
on September 11, 2024, 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 September 11, 2024, 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 September 11, 2024.

 

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 September 11, 2024.

 

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. 65/ 2024

 

of the Board of Directors of Societatea Nationala de Gaze Naturale

"ROMGAZ" - S.A. Medias,

taken at the meeting of August 5, 2024

 

The Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" -
S.A. 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"-
S.A., 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" S.A. (OGMS) on September 11,
2024, 2:00 pm, at the S.N.G.N. ROMGAZ S.A. working point located in Bucharest,
Sector 1, 59 Grigore Alexandrescu Street, 5th floor.

b)  Establish September 12, 2024, 2:00 pm (Romania time)  for the second
Ordinary General Meeting of Shareholders of Societatea Nationala de Gaze
Naturale "ROMGAZ" S.A., if the validity conditions for the OGMS of September
11, 2024, 2:00 pm, are not met.

c)  Establish August 30, 2024 as the "Reference Date", namely the
identification date of the shareholders entitled to participate in the OGMS of
September 11, 2024 and to cast their votes during such meeting.

d)  Approve the following OGMS Agenda of September 11, 2024:

 

"Item 1   Extension of the period of use of the loan agreement no.
42805/September 21, 2023 concluded between S.N.G.N. ROMGAZ S.A. and ROMGAZ
BLACK SEA LIMITED

 

Item 2     Conversion of the balance of debts accrued, under the loan
agreements, by ROMGAZ BLACK SEA LIMITED to S.N.G.N. ROMGAZ S.A., into ROMGAZ
BLACK SEA LIMITED shares

 

Item 3     Subscription by S.N.G.N. ROMGAZ S.A. of shares issued by ROMGAZ
BLACK SEA LIMITED

 

Item 4     Approve the exercise of the preferential right by S.N.G.N.
ROMGAZ S.A., pro rata to the owned shares in the share capital of S.C.
DEPOMUREȘ S.A., that is to subscribe 1,800,000 newly issued shares having a
nominal value of RON 10, amounting to a total value of RON 18,000,000,
contribution in cash, and payment in full, on the subscription date, of the
price of shares subscribed under the capital increase of S.C. DEPOMUREȘ S.A.

 

Item 5     Approval on taking legal action against Mr. Adrian Constantin
Volintiru to recover the amount of RON 412,889 representing the total net
value of reimbursement of the equivalent value of rent and/or utilities that
certain employees benefitted from without legal basis

 

Item 6   Approval to purchase legal external consultancy, assistance and/or
representation services related to joint ventures/joint operating agreements
carried out by S.N.G.N. ROMGAZ S.A.

 

Item 7     Report on certain significant transactions with affiliated
parties concluded between  S.N.G.N. ROMGAZ S.A. and banks during May 23, 2024
-July 29, 2024

 

Item 8     Report on some transactions concluded by S.N.G.N. ROMGAZ S.A.
with other public companies during May - June 2024

 

Item 9     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 S.N.G.N. ROMGAZ S.A. to sign the Convening Notice of the OGMS which will be
held on September 11, 2024.

 

CHAIRMAN OF

THE BOARD OF DIRECTORS

DAN DRAGOS DRAGAN

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