REG - S.N.G.N. Romgaz S.A. - OGMS and EGMS Resolutions on July 27, 2023

Societatea Nationala de Gaze Naturale Romgaz SAAnnouncement

27/07/2023 13:30

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RNS Number : 4562H  S.N.G.N. Romgaz S.A.  27 July 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: July 27, 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:

 

·   Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N.
Romgaz S.A. of July 27, 2023 (OGMS)

·   Resolution of the Extraordinary General Meeting of Shareholders of
S.N.G.N. Romgaz S.A. of July 27, 2023 (EGSM)

 

The quorum conditions for both the OGSM and the EGSM have been fulfilled
according to the provisions of Article 15, paragraph 12 and paragraph 14 from
S.N.G.N. Romgaz S.A. Articles of Incorporation and Article 112 and Article 115
from the Company Law no.31/1990.

 

Attached:

Resolution no. 10 of the Ordinary General Meeting of Shareholders of S.N.G.N.
Romgaz S.A. on July 27, 2023

Resolution no. 11 of the Extraordinary General Meeting of Shareholders of
S.N.G.N. Romgaz S.A. on July 27, 2023

 

Chief Executive Officer,

Razvan POPESCU

 

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

 

RESOLUTION NO. 10/July 27, 2023

 

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" - SA joined in the meeting, at its first convening, of July
27, 2023, 1:00 pm (Romania time) at the SNGN ROMGAZ SA working point located
in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5(th) floor, issues
the following:

 

R E S O L U T I O N

 

Article 1

Approves conclusion of a loan agreement between SNGN Romgaz SA (as lender) and
Romgaz Black Sea Limited by Romgaz Black Sea Limited Nassau (Bahamas),
București Subsidiary (as borrower) in maximum amount of RON 2.1 billion
(equivalent value of USD 454 million), to ensure the financing required by
Romgaz Black Sea Limited for the period between the signing date of the loan
agreement until May 2024. The interest rate shall be the one provided in the
Loan Agreement no. 39097/08.09.2022, namely ROBOR 12 months + 1.74%.

 

The resolution was approved with 341,933,544 votes representing 88.7166% from
the sharecapital and 100% from the total votes validly casted.

 

Article 2

Approves the procurement of legal consultancy, assistance and/or
representation services for SNGN Romgaz SA in compliance with the conditions
and limitation provided within the Report no. 24511/23.06.2023.

 

The resolution was approved with 341,933,544 votes representing 88.7166% from
the sharecapital and 100% from the total votes validly casted.

 

Article 3

Takes note of the Report regarding the transactions concluded by SNGN Romgaz
SA with affiliated parties during March 08, 2023 - June 12, 2023 pursuant to
art. 52, par. (3) of GEO no. 109/2011.

 

The resolution was approved with 341,933,544 votes representing 88.7166% from
the sharecapital and 100% from the total votes validly casted.

 

Article 4

Takes note of the Report on certain transactions concluded between SNGN Romgaz
SA and other public companies between April - May 2023.

 

The resolution was approved with 341,933,544 votes representing 88.7166% from
the sharecapital and 100% from the total votes validly casted.

 

Article 5

Authorises the Chairman and the Secretary of the meeting to sign the
resolution of the Ordinary General Meeting of Shareholders.

 

The resolution was approved with 341,933,544 votes representing 88.7166% from
the sharecapital and 100% from the total votes validly casted.

 

This document was drafted on July 27, 2023, in 4 (four) copies.

 

CHAIRMAN OF

THE BOARD OF DIRECTORS

DAN DRAGOS DRAGAN

 

SECRETARY OF THE MEETING

CRAITA-ANA BUCHERU

 

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

RESOLUTION NO. 11/July 27, 2023

 

of the Extraordinary 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 Extraordinary General Meeting of Shareholders of Societatea Nationala de
Gaze Naturale "ROMGAZ" - SA joined in the meeting, at its first convening, of
July 27, 2023, 2:00 pm (Romania time) at the SNGN ROMGAZ SA working point
located in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5(th) floor,
issues the following:

 

R E S O L U T I O N

Article 1

Approves SNGN Romgaz SA withdrawal from the "Joint Operating Agreement
referring to Bilca Gas Project Area from EIII-1 Brodina Block", under the
conditions mentioned in the document number 24508/23.06.2023.

 

The resolution was approved with 341,933,544 votes representing 88.7166% from
the sharecapital and 100% from the total votes validly casted.

 

Article 2

Authorises the Chairman and the Secretary of the meeting to sign the
resolution of the Extraordinary General Meeting of Shareholders.

 

The resolution was approved with 341,933,544 votes representing 88.7166% from
the sharecapital and 100% from the total votes validly casted.

 

This document was drafted on July 27, 2023, in 4 (four) copies.

 

CHAIRMAN OF

THE BOARD OF DIRECTORS

DAN DRAGOS DRAGAN

 

SECRETARY OF THE MEETING

CRAITA-ANA BUCHERU

 

 

 

 

 

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