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REG - S.N.G.N. Romgaz S.A. - OGMS Resolution on July 1, 2024

Societatea Nationala de Gaze Naturale Romgaz SAAnnouncement

01/07/2024 14:45

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RNS Number : 6505U S.N.G.N. Romgaz S.A. 01 July 2024

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 1, 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:

· Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N.
Romgaz S.A. of July 1, 2024 (OGMS)

· Resolution of the Extraordinary General Meeting of Shareholders of
S.N.G.N. Romgaz S.A. of July 1, 2024 (EGMS)

· Approval of the 2024 rectified individual Income and Expenditure
Budget of S.N.G.N. Romgaz S.A.

· Approval of a corporate notes issuance programme (the "Programme")
and of one or more issuances and offerings of notes to be carried out under
the Programme

· Approval of the inaugural issuance and offer of notes under the
Programme, during 2024, for an amount of up to EUR 500,000,000 (or equivalent
in RON or in other currency)

· Approval of entering into two credit facilities in the form of credit
lines, in an aggregate amount of EUR 250.000.000, for the purpose of covering
the working capital needs and the general needs and expenses of S.N.G.N.
Romgaz S.A.

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. 9 of the Ordinary General Meeting of Shareholders of S.N.G.N.
Romgaz S.A. on July 1, 2024

Resolution no. 10 of the Extraordinary General Meeting of Shareholders of
S.N.G.N. Romgaz S.A. on July 1, 2024

Chief Executive Officer,

Razvan POPESCU

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

RESOLUTION NO. 9/July 1, 2024

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
July 1, 2024, 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 the 2024 rectified Income and Expenditure of S.N.G.N. Romgaz S.A. -
individual.

The resolution was approved with 3,353,767,300 votes representing 87.0155%
from the total number of votes exercisable and 99.7320% from the total votes
validly casted.

Article 2

Approves the transfer of RON 1,097,297,572.80 from the reserves set up
pursuant to O.G. No. 64/2001 Article 1, letter g) to ensure own financing
sources in reserves for financing major investment or national interest
projects or for financing subsidiaries carrying out such investments.

The resolution was approved with 3,418,047,461 votes representing 88.6832%
from the total number of votes exercisable and 100% from the total votes
validly casted.

Article 3

Approves of the entering into a credit facility in the form of a current
account credit line with Banca Transilvania S.A., in an aggregate amount of
EUR 150,000,000.00, with a maturity of 36 months from the date of signing of
the agreement, for the purpose of covering the working capital needs of
S.N.G.N. Romgaz S.A.

The resolution was approved with 3,413,676,692 votes representing 88.5698%
from the total number of votes exercisable and 99.980% from the total votes
validly casted.

Article 4

Approves of the entering into a credit facility in the form of a credit line
with UniCredit Bank S.A., in an aggregate amount of EUR 100,000,000.00, with a
maturity of 24 months from the date of signing of the agreement, for the
purpose of covering the general needs and expenses of S.N.G.N. Romgaz S.A.

The resolution was approved with 3,414,541,692 votes representing 88.5923%
from the total number of votes exercisable and 99.9807% from the total votes
validly casted.

Article 5

Authorizes the Board of Directors of the S.N.G.N. Romgaz S.A, with the
possibility of subdelegation, to issue any resolution and to perform any
necessary, desirable and/or appropriate legal acts and deeds for the
fulfillment of the above Ordinary General Meeting of Shareholders resolutions,
including, but not limited to the approval of any other details and terms of
the above mentioned agreements, including the applicable rates of interest,
the relevant fees, the availability periods, repayment of the loans.

The resolution was approved with 3,415,199,202 votes representing 88.6093%
from the total number of votes exercisable and 100% from the total votes
validly casted.

Article 6

Authorizes the CEO and CFO of S.N.G.N. Romgaz S.A, in the name and on behalf
of the Company, with full power and authority, to sign the agreements
mentioned at the art. 3 and art. 4 as well as any necessary, desirable and/or
appropriate documents in connection with the aforementioned agreements, to
submit, collect any documents, as well as to perform any necessary formalities
before any other authorities, public institutions, legal or natural persons,
as well as to perform any acts or operations in order to comply with and
ensure the opposability of the above Ordinary General Meeting of Shareholders
resolutions for the agreements mentioned at the art. 3 and art. 4.

The resolution was approved with 3,414,541,692 votes representing 88.5923%
from the total number of votes exercisable and 99.9807% from the total votes
validly casted.

Article 7

Takes note takes note of the Report regarding the transactions concluded by
S.N.G.N. Romgaz S.A. with affiliated parties during April 23, 2024 and May 22,
2024 pursuant to art. 52, par. (3) of GEO 109/2011.

The resolution was approved with 3,415,199,202 votes representing 88.6093%
from the total number of votes exercisable and 100% from the total votes
validly casted.

Article 8

Takes note of the Report on certain transactions concluded between S.N.G.N.
Romgaz S.A. and other public enterprises during February - May 2024.

The resolution was approved with 3,415,199,202 votes representing 88.6093%
from the total number of votes exercisable and 100% from the total votes
validly casted.

Article 9

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

The resolution was approved with 3,426,883,672 votes representing 88.9125%
from the total number of votes exercisable and 100% from the total votes
validly casted.

This document was drafted on July 1, 2024, in 4 (four) copies.

CHAIRMAN OF

THE BOARD OF DIRECTORS

DAN DRAGOS DRAGAN

SECRETARY OF THE MEETING

CLAUDIU - AURELIAN POPA

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

RESOLUTION NO. 10/July 1, 2024

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" - S.A. joined in the meeting, at its first convening,
of July 1, 2024, 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 of (i) a corporate notes (the "Notes") issuance programme (the
"Programme") and (ii) one or more issuances and offerings of Notes to be
carried out under the Programme (the "Offerings", each an "Offering"), with
the Programme having the following general characteristics:

· maximum aggregate principal amount of the Notes issued under the
Programme: EUR 1,500,000,000 (or equivalent of this amount in any other
currency);

· maximum initial maturity of Notes issued under the Programme: 7
years;

· the Notes will be unsecured, non-convertible, governed by any
applicable law and may be issued in any form and type;

· currency of the issuance of Notes under the Programme: EUR and/or
RON and/or any other currency;

· interest applicable to the Notes issued under the Programme shall
be fixed or variable, or any other type of interest, depending on market
conditions; Notes can also be issued with or without discount;

· coupon frequency: annual, semi-annual or quarterly or any other
frequency.

The Board of Directors having full authority to determine the terms and
conditions of the Programme and of any Offering, as set out in art. 4.