REG - S.N.G.N. Romgaz S.A. - OGSM and EGSM Convening on December 18 (19), 2023
14/11/2023 16:15
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231114:nRSN4403Ta&default-theme=true
RNS Number : 4403T S.N.G.N. Romgaz S.A. 14 November 2023
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: November 14, 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 December 18 (19), 2023, 1:00 PM (Romania time)
· Convening of the Extraordinary General Meeting of Shareholders of
S.N.G.N. Romgaz S.A. on December 18 (19), 2023, 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 Ordinary General Meeting of
Shareholders (OGSM) and the Extraordinary General Meeting of Shareholders
(EGSM), on December 18 (19), 2023.
The Reference Date for identifying the shareholders entitled to attend and
vote in the OGSM and the EGSM is December 7, 2023.
Informational documents related to the OGSM and EGSM Agenda will be available
starting with November 17, 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 Notices of the OGSM and EGSM were approved by S.N.G.N. Romgaz
S.A. Board of Directors on November 14, 2023. The Convening Notices of the
OGSM and EGSM are 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 December 18 (19), 2023
Resolution of the Board of Directors no. 104 from November 14, 2023
EGSM Convening Notice on December 18 (19), 2023
Resolution of the Board of Directors no.105 from November 14, 2023
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" - S.A., 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 December 18, 2023, 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 procurement of legal services in connection with
GDR's listed on London Stock Exchange
Item 2 Approve the procurement of legal consultancy services for
negotiating and concluding a new Collective Labor Agreement and legal
representation în relation to Romgaz Free Trade Union
Item 3 Information on some significant transactions with afiliates
concluded by S.N.G.N. Romgaz S.A. with banking companies during October 17,
2023 - November 10, 2023
Item 4 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
December 7, 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 November
17, 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, December 16, 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 December 4,
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 DECEMBER 18, 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 December 4,
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 DECEMBER 18, 2023".
Starting with December 6, 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 December 13,
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 DECEMBER 18, 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 November 17, 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 December 16, 2023, 11:00 am (Romania Time), in sealed
envelope, clearly marked with capital letters "FOR THE ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF DECEMBER 18, 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 December 16, 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 November 17, 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 December 16, 2023, 11:00 am (Romania Time), clearly marked
with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF
DECEMBER 18, 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 December 6, 2023.
The Voting Ballots/ special or general powers of attorney which are not
received at ROMGAZ Correspondence Entry or by e-mail until December 16, 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 December 18, 2023 the OGMS shall be convened on December 19, 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 December 7, 2023.
The rules established in this convening notice for organizing the OGMS meeting
on December 18, 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 December 18, 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 December 18, 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 December 18, 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. 104/ 2023
of the Board of Directors of Societatea Nationala de Gaze Naturale
"ROMGAZ" - S.A. Medias,
taken at the meeting of November 14, 2023
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 December 18,
2023, 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 December 19, 2023, 1:00 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 December
18, 2023, 1:00 pm, are not met.
c) Establish December 7, 2023 as the "Reference Date", namely the
identification date of the shareholders entitled to participate in the OGMS of
December 18, 2023 and to cast their votes during such meeting.
d) Approve the following OGMS Agenda of December 18, 2023:
"Item 1 Approve the procurement of legal services in connection with GDR's
listed on London Stock Exchange
Item 2 Approve the procurement of legal consultancy services for negotiating
and concluding a new Collective Labor Agreement and legal representation în
relation to Romgaz Free Trade Union
Item 3 Information on some significant transactions with afiliates concluded
by S.N.G.N. Romgaz S.A. with banking companies during October 17, 2023 -
November 10, 2023
Item 4 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" S.A. to sign the Convening
Notice of the OGMS which will be held on December 18, 2023.
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 S.N.G.N. "ROMGAZ" - S.A., 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 Extraordinary General Meeting of Shareholders (EGMS) on December 18, 2023,
at 2:00 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 S.N.G.N. Romgaz S.A. share capital increase in the amount
of RON 3,468,801,600 by issuing 3,468,801,600 shares with a nominal value of
RON 1/share
Item 2 Approve the incorporation into the S.N.G.N. Romgaz S.A.
share capital of the amount of RON 3,468,801,600 representing reserves for own
sources of financing
Item 3 Approve S.N.G.N. Romgaz S.A. Articles of Incorporation
amendment as follows:
"Art. 6 - Share capital
(1) ROMGAZ S.A. share capital is of RON 3,854,224,000, being subscribed and
paid in full.
(2) the share capital is divided into 3,854,224,000 shares, each share having
a nominal value of RON 1.
(3) The Romanian State holds 2,698,230,800 shares.
(4) The rights of the Romanian State, in its capacity as shareholder of ROMGAZ
S.A., are exercised through the Ministry of Energy.
(5) A total of 1,155,993,200 shares are held by natural and legal persons,
Romanian and foreign, other than the Romanian State.
Art. 7 - Increase and reduction of share capital
(1) The share capital may be increased by issuing new shares or by increasing
the nominal value of existing shares in exchange for new contributions in cash
and/or in kind. New shares may also be released by incorporation of reserves,
with the exception of statutory reserves and profits or share premiums, or by
offsetting liquid and payable claims on the company against shares of the
company".
Item 4 Authorise the Chief Executive Officer, to carry out the necessary
formalities for implementing the share capital increase, to draw up and sign
any and all documents required for this purpose, including for the signing of
the updated Articles of Incorporation, in order to comply with the disclosure
requirements provided for by Law no. 31/1990 on companies, republished, as
subsequently amended and supplemented.
Item 5 Approve 28 May 2024 as an ex-date
Item 6 Approve 29 May 2024 as the date of registration of the
shareholders on whom the effects of the Extraordinary General Meeting of
Shareholders' Decision will be passed
Item 7 Approve 30 May 2024 as the date of payment of the shares
Item 8 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
December 7, 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 EGMS.
Informational documents related to the items of the EGMS agenda, the draft of
resolutions proposed to be adopted by EGMS will be available as from November
17, 2023, on working days, at the registry desk of the Company 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, December 16, 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 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 December 4,
2023, 3:30 pm (Romania Time). Both means of transmission shall be clearly
marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF DECEMBER 18, 2023".
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 December 4,
2023, 3:30 pm (Romania Time). Both means of transmission shall be clearly
marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF DECEMBER 18, 2023".
Starting with December 6, 2023 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 December 13,
2023, 3:30 pm (Romania Time). Both means of transmission shall be clearly
marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF DECEMBER 18, 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 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 November 17, 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 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 December 16, 2023, 12:00 am (Romania Time), in sealed
envelope, clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF DECEMBER 18, 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 December 16, 2023, 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 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 November 17, 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 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 December 16, 2023, 12:00 am (Romania Time), clearly marked
with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
DECEMBER 18, 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 December 6, 2023.
The Voting Ballots/ special or general powers of attorney which are not
received at ROMGAZ Correspondence Entry or by e-mail until December 16, 2023,
12:00 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 December 18, 2023 the EGMS shall be convened on December 19, 2023
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 EGMS is the same, namely December 7, 2023.
The rules established in this convening notice for organizing the EGMS meeting
on December 18, 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 EGMS
meeting on December 18, 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 Extraordinary General Meeting of
Shareholders on December 18, 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 Extraordinary
General Meeting of Shareholders on December 18, 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. 105/ 2023
of the Board of Directors of Societatea Nationala de Gaze Naturale
"ROMGAZ" - SA Medias,
taken at the meeting of November 14, 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 Extraordinary General Meeting of
Shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" SA (EGMS) on
December 18, 2023, 2:00 pm, at the SNGN ROMGAZ SA working point located in
Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5th floor.
b) Establish December 19, 2023, 2:00 pm (Romania time) for the second
Extraordinary General Meeting of Shareholders of Societatea Nationala de Gaze
Naturale "ROMGAZ" SA, if the validity conditions for the EGMS of December
18, 2023, 2:00 pm, are not met.
c) Establish December 7, 2023 as the "Reference Date", namely the
identification date of the shareholders entitled to participate in the EGMS of
December 18, 2023 and to cast their votes during such meeting.
d) Propose 28 May 2024 as an ex-date.
e) Propose 29 May 2024 as the date of registration of the shareholders on
whom the effects of the Extraordinary General Meeting of Shareholders'
Decision will be passed.
f) Propose 30 May 2024 as the date of payment of the shares.
g) Approve the following EGMS Agenda of December 18, 2023:
"Item 1 Approve S.N.G.N. Romgaz S.A. share capital increase in the amount of
RON 3,468,801,600 by issuing 3,468,801,600 shares with a nominal value of RON
1/share
Item 2 Approve the incorporation into the S.N.G.N. Romgaz S.A. share
capital of the amount of RON 3,468,801,600 representing reserves for own
sources of financing
Item 3 Approve S.N.G.N. Romgaz S.A. Articles of Incorporation amendment
as follows:
"Art. 6 - Share capital
(1) ROMGAZ S.A. share capital is of RON 3,854,224,000, being subscribed and
paid in full.
(2) the share capital is divided into 3,854,224,000 shares, each share having
a nominal value of RON 1.
(3) The Romanian State holds 2,698,230,800 shares.
(4) The rights of the Romanian State, in its capacity as shareholder of
ROMGAZ S.A., are exercised through the Ministry of Energy.
(5) A total of 1,155,993,200 shares are held by natural and legal persons,
Romanian and foreign, other than the Romanian State.
Art. 7 - Increase and reduction of share capital
(1) The share capital may be increased by issuing new shares or by increasing
the nominal value of existing shares in exchange for new contributions in cash
and/or in kind. New shares may also be released by incorporation of reserves,
with the exception of statutory reserves and profits or share premiums, or by
offsetting liquid and payable claims on the company against shares of the
company".
Item 4 Authorise the Chief Executive Officer, to carry out the necessary
formalities for implementing the share capital increase, to draw up and sign
any and all documents required for this purpose, including for the signing of
the updated Articles of Incorporation, in order to comply with the disclosure
requirements provided for by Law no. 31/1990 on companies, republished, as
subsequently amended and supplemented.
Item 5 Approve 28 May 2024 as an ex-date
Item 6 Approve 29 May 2024 as the date of registration of the
shareholders on whom the effects of the Extraordinary General Meeting of
Shareholders' Decision will be passed
Item 7 Approve 30 May 2024 as the date of payment of the shares
Item 8 Authorise the Chairman and the Secretary of the meeting to sign
the resolution of the Extraordinary General Meeting of Shareholders".
h) 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 EGMS which will be held on December 18, 2023.
CHAIRMAN OF
THE BOARD OF DIRECTORS
DAN DRAGOS DRAGAN
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END NOGEAKFLFEFDFFARecent news on Societatea Nationala de Gaze Naturale Romgaz SA
See all newsREG - S.N.G.N. Romgaz S.A. - Related Party Transactions acc. to art. 108 Law 24
AnnouncementREG - S.N.G.N. Romgaz S.A. - Q1 2024 Report availability and conference call
AnnouncementREG - S.N.G.N. Romgaz S.A. - Report on payments to governments year 2023
AnnouncementREG - S.N.G.N. Romgaz S.A. - Q1 2024 Preliminary Key Operational Results
AnnouncementREG - S.N.G.N. Romgaz S.A. - 2023 Annual Report
Announcement