CURRENT REPORT
In acquiescence with Law no. 24/2017 apropos Issuers of Banking Instruments and Bazaar Operations and A.S.F. Regulation no. 5/2018
Report date: November 25, 2021
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 allotment number: J32/392/2001
Subscribed and paid in allotment capital: 385,422,400 RON
Regulated bazaar area the issued balance are traded: Bucharest Stock Exchange (BVB), London Stock Exchange (LSE)
Significant accident to be reported:
· Convening of the Ordinary Accepted Affair of Shareholders of S.N.G.N. ROMGAZ S.A. on January 6 (7), 2022, 1:00 PM (Romania time)
In acquiescence with Aggregation Law no. 31/1990, Issuers of Banking Instruments and Bazaar Operations Law no. 24/2017 and A.S.F. Regulation no. 5/2018 on Issuers of Banking Instruments and Bazaar Operations, S.N.G.N. ROMGAZ S.A. convenes the Company’s shareholders at the Ordinary Accepted Affair of Shareholders (OGSM) on January 6 (7), 2022.
The Reference Date for anecdotic the shareholders advantaged to appear and vote in the OGSM is December 24, 2021.
Informational abstracts accompanying to the OGSM Calendar will be accessible as from December 3, 2021, at ROMGAZ Accord Entry, as able-bodied as on the company’s website www.romgaz.ro, Investors Section – Accepted Affair of Shareholders.
The Convening Apprehension of the OGSM was accustomed by S.N.G.N. ROMGAZ S.A. Board of Directors on November 24, 2021. The Convening Apprehension of the OGSM is to be appear in the Official Gazette of Romania Part IV and in at atomic one broadly advance Romanian newspaper.
Attached: OGSM Convening Apprehension on January 6 (7), 2022.
Chief Executive Officer,
Aristotel Marius JUDE
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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 aggregation managed in an one-tier system, congenital and operating beneath the laws of Romania, registered with the Trade Register Appointment of Sibiu Court beneath cardinal J32/392/2001, budgetary cipher RO 14056826, accepting its abode at Medias, 4 Constantin Motas Square, Sibiu County, with a subscribed and paid up allotment basic of RON 385,422,400 (hereinafter referred to as “ROMGAZ” or the “Company”),
CONVENES
the Ordinary Accepted Affair of Shareholders (OGMS) on January 6, 2022, at 1:00 pm (Romania Time) at the SNGN ROMGAZ SA alive point amid in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5th floor, accepting the following:
AGENDA
Item 1 Approve addition of the authorization appellation for Societatea Nationala de Gaze Naturale ROMGAZ SA Board of Directors by two months from the cessation date, in acquiescence with the accoutrement of commodity 64¹, branch (5) GEO No. 109/2011 on accumulated babyminding of accessible enterprises
Item 2 Approve the arrangement of the addition to the arrangement of authorization that extends by two months the authorization appellation of Board members
Item 3 Authorization the adumbrative of the majority shareholder, the Ministry of Energy, to assurance the addenda extending the appellation of Societatea Nationala de Gaze Naturale ROMGAZ SA Board of Directors affairs of mandate
Item 4 Mandate the Chairman and the Secretary of the affair to assurance the resolution of the Ordinary Accepted Affair of Shareholders
Only shareholders who are registered as S.N.G.N. “ROMGAZ” S.A. shareholders on December 24, 2021 (the “Reference Date”) in the Company’s Register of Shareholders kept and issued by Depozitarul Central S.A. (Central Depositary) may appear and casting their votes in OGMS.
Informational abstracts accompanying to the items of the OGMS agenda, the abstract of resolutions proposed to be adopted by OGMS will be accessible as from December 3, 2021, on alive days, at the anthology board of the Aggregation amid in Medias, 4 Constantin Motas Square, Sibiu County, Romania, postal cipher 551130 (“ROMGAZ Accord Entry”) as able-bodied as on the website of the Aggregation (www.romgaz.ro). ROMGAZ Accord Entry is accessible amid hours 7:30 am – 3:30 pm (Romania Time), except for non-business canicule and accessible holidays. The shareholders of the Aggregation may obtain, aloft request, copies of the abstracts accompanying to the items included on the OGMS agenda.
One or added shareholders representing, alone or jointly, at atomic 5% of the allotment basic of the Aggregation may demand, through a appeal submitted to the Board of Directors of the Company:
a) the admittance of added items on the calendar of the OGMS;
b) approval of abstract OGMS resolutions for the items included on the calendar of the OGMS or for new items proposed to be included on the agenda.
The appeal to add new items on the calendar of the OGMS shall be fabricated in autograph and it will fulfil cumulatively the afterward conditions:
a) it will accommodate the aftermost and aboriginal name, character calendar type, consecutive cardinal and cardinal of the character card, abiding abode or residence, as the case may be, and citizenship of the shareholder/shareholders, if the appeal is filed by one or added shareholders acting as accustomed person, and/or the name, registered appointment address, the shareholder/shareholders allotment cardinal and the name of the institution/authority area the shareholder, acknowledged person, has activated to admission the acknowledged status, if the appeal is filed by one or added shareholders acting as acknowledged persons;
b) it will include, as the case may be, the aftermost name, aboriginal name, claimed identification cardinal and citizenship of the acknowledged representative/representatives who book the appeal on annual of the shareholder/shareholders;
c) it will include, as the case may be, the aftermost name, aboriginal name, claimed identification cardinal and citizenship of the accepted representative/representatives, accustomed persons, and/or name, allotment cardinal of the shareholder/shareholders and the name of the institution/authority area the shareholder, acknowledged entity, has activated to admission the acknowledged status, and the aftermost name and aboriginal name of the acknowledged adumbrative of the accepted representative/representatives of the shareholder/shareholders, acknowledged persons, who book the appeal on annual and on annual of the shareholder/shareholders;
d) it will accommodate the appeal to add new items on the calendar of the OGMS;
e) it will accommodate the appeal to abide for approval to OGMS the abstract resolutions for the new items included in the appeal to add new items on the agenda;
f) it will accommodate the shareholder’s, acknowledged representative’s or the accepted representative’s signature, as the case may be,
g) it will accept as addendum the abstract resolution/resolutions submitted for approval of OGMS, and, as the case may be, the ability of advocate mandating the accepted adumbrative to appeal new items on the calendar of OGMS, on annual and on the annual of the shareholder/shareholders;
h) it will be beatific to and registered at ROMGAZ Accord Entry, in Romanian or English, by any blazon of bagman annual with affirmation of delivery, or by e-mail with congenital continued cyberbanking signature, in accordance with Law no. 455/2001 on the cyberbanking signature, at [email protected] by December 20, 2021, 3:30 pm (Romania Time). Both agency of manual shall be acutely apparent with basic belletrist “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JANUARY 6, 2022”.
The appeal for OGMS approval of abstract resolutions for the items included on the calendar of OGMS shall be in writing, and, it will fulfil cumulatively the afterward conditions:
a) it will accommodate the aftermost and aboriginal name, the character calendar type, consecutive cardinal and number, abiding abode or residence, as the case may be, and citizenship of the shareholder, if the appeal is filed by a shareholder, accustomed person, or the name, registered appointment address, the actor allotment cardinal and the institution/public ascendancy area the shareholder, acknowledged entity, has activated to admission the acknowledged status, if the appeal is filed by a actor acting as acknowledged entity;
b) it will include, as the case may be, the aftermost name, aboriginal name, claimed identification cardinal and citizenship of the acknowledged adumbrative who files the appeal on annual of the shareholder;
c) as the case may be, to accommodate the aftermost and aboriginal name, claimed identification number, abode and citizenship of the accepted representative accustomed person, or the name, allotment cardinal of the actor and the name of the accessible institution/authority area the acknowledged actuality actor recorded to admission acknowledged personality, as able-bodied as the aftermost and aboriginal name of the accepted representative’s acknowledged representative, acknowledged actuality authoritative the appeal on annual and on annual of the shareholder;
d) to accommodate the appeal to abide for OGMS approval of one or added resolution drafts for the items on the agenda;
e) the signature of the shareholder, acknowledged adumbrative or as the case may be of the accepted representative;
f) to attach the resolution draft/drafts requested to be submitted for approval of the OGMS and as the case may be, the ability of advocate based on which the accepted adumbrative expresses the appeal to abide for OGMS approval one or added resolution drafts for the items on the agenda, for and on annual of the shareholder/shareholders;
g) it will be beatific to and registered at ROMGAZ Accord Entry, in Romanian or English, by any blazon of bagman annual with affirmation of delivery, or by e-mail with congenital continued cyberbanking signature, in accordance with Law no. 455/2001 on the cyberbanking signature, at [email protected] by December 20, 2021, 3:30 pm (Romania Time). Both agency of manual shall be acutely apparent with basic belletrist “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JANUARY 6, 2022”.
Starting with December 23, 2021 the requests to add one or added added items on the OGMS agenda, as able-bodied as the requests to abide for approval of the OGMS resolution drafts for the items included on the OGMS calendar may be advised at ROMGAZ Accord Entry or at https://www.romgaz.ro/en/shareholder-meetings.
Company shareholders may abode questions and appeal an acknowledgment to such questions accompanying to items on the OGMS agenda.
The appliance requesting an acknowledgment to the addressed questions accompanying to the items of the OGMS agenda, shall be fabricated in autograph and it will fulfil cumulatively the afterward conditions:
a) the aftermost and aboriginal name, blazon of character document, alternation and cardinal of the character document, abode and, as the case may be, abode and citizenship of the actor if the appliance is fabricated by a actor accustomed person, or the name, abode of the registered office, allotment cardinal of the actor and the name of the accessible institution/authority area the acknowledged actuality actor is registered to admission acknowledged personality, if the appliance is fabricated by a acknowledged actuality shareholder;
b) as the case may be, to accommodate the aboriginal and aftermost name, claimed identification cardinal and citizenship of the acknowledged adumbrative that makes the appeal on annual and on annual of the shareholder;
c) as the case may be, to accommodate the aftermost and aboriginal name, claimed identification number, abode and citizenship of the accepted representative accustomed person, or the name, allotment cardinal of the actor and the name of the accessible institution/authority area the acknowledged actuality actor recorded to admission acknowledged personality, as able-bodied as the aftermost and aboriginal name of the accepted representative’s acknowledged representative, acknowledged actuality authoritative the appeal on annual and on annual of the shareholder;
d) to accommodate the appeal to accept an acknowledgment to the addressed questions accompanying to the items on the OGMS calendar by advertence such questions;
e) the signature of the shareholder, of the acknowledged adumbrative or a the case may be of the accepted representative;
f) as the case may be, to attach the ability of advocate based on which the accepted adumbrative files the appliance to accept an acknowledgment to the questions accompanying to the OGMS agenda, on annual and on account of the shareholders;
g) it will be beatific to and registered at ROMGAZ Accord Entry, in Romanian or English, by any blazon of bagman annual with affirmation of delivery, or by e-mail with congenital continued cyberbanking signature, in accordance with Law no. 455/2001 on the cyberbanking signature, at [email protected] by December 28, 2021, 3:30 pm (Romania Time). Both agency of manual shall be acutely apparent with basic belletrist “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JANUARY 6, 2022”.
Shareholders registered on the Reference Date in the Company’s Register of Shareholders kept and issued by Depozitarul Central S.A. may appear the OGMS and may vote:
i. in actuality – absolute vote;
ii. through a adumbrative with a adapted or accepted ability of attorney;
iii. by correspondence.
The adapted ability of advocate form:
a) will be available, in Romanian and English, as from December 3, 2021 at ROMGAZ Accord Entry and on the Company’s web folio (https://www.romgaz.ro/en/shareholder-meetings);
b) will accommodate the actor identification method, the cardinal of endemic shares, as able-bodied as the voting options “for” or “against” or “abstain” for every affair to be voted upon;
c) will be adapted by the Aggregation if new items are added on the calendar of the OGMS;
d) will be abounding in and active by the shareholder, in three counterparts: one for the shareholder, one for the representative, and one for the Company.
The accepted ability of advocate will be awarded by the actor acting as client, alone to an abettor as it is authentic beneath Art. 2, Par. 1, point 20 of Law No. 24/2017 on issuers of banking instruments and bazaar operations, or to an attorney-at-law.
If the adumbrative of the shareholder/shareholders is a acclaim academy accouterment careful services, it may participate and vote in the GMS if it gives an affidavit, active by the acclaim institution’s acknowledged representative, stating:
a) clearly, the name of the shareholders on whose annual the acclaim academy participates and votes in the GMS;
b) that the acclaim academy provides careful casework for that corresponding shareholder.
The adapted admiral of attorney, the accepted admiral of advocate and the affidavits of the acclaim institutions accouterment careful casework for one or added shareholders shall be transmitted/submitted in aboriginal copy, in Romanian or English the actor or by the acclaim institution, as the case may be, to ROMGAZ Accord Entry by any anatomy of bagman annual with affirmation of commitment no afterwards than January 4, 2022, 11:00 am (Romania Time), in closed envelope, acutely apparent with basic belletrist “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JANUARY 6, 2022”.
The adapted admiral of attorney, the accepted admiral of advocate and the affidavits of the acclaim institutions accouterment careful casework for one or added shareholders, may be additionally beatific by e-mail to the aggregation at: [email protected] accepting absorbed an congenital continued cyberbanking signature in accordance with Law No. 455/2001 on cyberbanking signature, no afterwards than January 4, 2022, 11:00 am (Romania Time).
The accommodation as acknowledged adumbrative may be additionally accepted by accouterment an extract issued by the Trade Register (or by addition academy of agnate ascendancy of the citizen country of the actor actuality a adopted acknowledged person), in aboriginal or certified accurate copy, in case the actor did not provide, for whatever reason, adapted advice on his or her acknowledged representative, to Depozitarul Central SA/participant, aural 3 months from the date of his or her appointment/replacement.
Documents proving the accommodation as acknowledged representative, able in a adopted accent added than English, will be accompanied by their certified adaptation into Romanian or English.
The shareholders of the Aggregation may vote by correspondence, above-mentioned to OGMS, by application the voting election anatomy for the vote by accord (the “Voting Ballot”).
The Voting Ballot:
a) will be available, in Romanian and English, as from December 3, 2021 at ROMGAZ Accord Entry and on the Company’s web folio (https://www.romgaz.ro/en/shareholder-meetings);
b) will accommodate the shareholder’s identification method, the cardinal of endemic shares and the voting options “for” or “against” or “abstain” for anniversary affair to be voted upon;
c) will be adapted by the Aggregation if new items are added on the calendar of the OGMS;
The Voting Ballots shall be transmitted as aboriginal copies, in Romanian or English, to ROMGAZ Accord Entry, by any anatomy of bagman annual with affirmation of delivery, or by e-mail at: [email protected], accepting absorbed an congenital continued cyberbanking signature in accordance with Law No. 455/2001 on cyberbanking signature, no afterwards January 4, 2022, 11:00 am (Romania Time), acutely apparent with basic belletrist “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JANUARY 6, 2022”.
If new items are added on the Agenda, afterwards publishing the Convening Notice, the templates of the adapted ability of advocate and Voting Election will be accessible at ROMGAZ Accord Entry and on the Aggregation web folio (https://www.romgaz.ro/en/shareholder-meetings), as from December 23, 2021.
The Voting Ballots/ adapted or accepted admiral of attorn ey which are not accustomed at ROMGAZ Accord Entry or by e-mail until January 4, 2022, 11:00 am (Romania Time) shall not be counted for establishing the actuality / non-existence of the majority of validly casting votes in the OGMS.
If the calendar is supplemented/ adapted and the shareholders do not abide their adapted ability of advocate and/or Voting Ballots, the adapted ability of advocate and the Voting Ballots submitted above-mentioned to supplementation/update of the calendar shall be taken into account, alone for the items included in the antecedent agenda, additionally included in the supplemented/updated agenda, for which they were issued.
Shareholders admission in the affair room, accustomed to appear the OGMS, is accustomed based on simple affirmation of identity, as follows:
a) in case of shareholders actuality accustomed bodies – based on the character document;
b) in case of acknowledged adumbrative of the shareholder, acknowledged actuality – based on the character certificate or of abstracts certifying the affection as acknowledged adumbrative of the actor acknowledged person;
c) in case of a accepted representative, the abstracts provided at belletrist a) or b) above, calm with the adapted or accepted ability of attorney.
Should the approved quorum for convening the OGMS not be met on the aboriginal date, namely January 6, 2022 the OGMS shall be convened on January 7, 2022 at 1:00 pm (Romania Time), at the aforementioned area and with the aforementioned agenda. In the accident of a new convening, the Reference Date for anecdotic the shareholders advantaged to appear and vote in the OGMS is the same, namely December 24, 2021.
The rules accustomed in this convening apprehension for acclimation the OGMS affair on January 6, 2022, shall be supplemented by acknowledged accoutrement applicative to accessible companies whose shares are traded on the balance market.
In case of battle amid the rules accustomed in this convening apprehension and the acknowledged provisions, the acknowledged accoutrement applicative to accessible companies whose shares are traded on the balance bazaar shall be applied.
Personal abstracts calm by the Aggregation anon from shareholders and/or their representatives, and alongside from Depozitarul Central S.A. for the OGMS affair on January 6, 2022, are candy to analyze the bodies advantaged to exercise their rights as shareholders as commendations the affair and for establishing the resolutions adopted by the Ordinary Accepted Affair of Shareholders on January 6, 2022.
Additional advice on processing claimed abstracts of shareholders and shareholder’s representatives, accustomed persons, may be begin by reviewing the Advice Apprehension on processing of claimed data, on the Company’s webpage (https://www.romgaz.ro/en/shareholder-meetings) for the Ordinary Accepted Affair of Shareholders on January 6, 2022.
Additional advice may be acquired from the Secretariat Appointment of the Accepted Affair of Shareholders and the Board of Directors, buzz 0040 374 401643, and on the Company’s web folio (www.romgaz.ro).
CHAIRMAN OF
THE BOARD OF DIRECTORS
DAN DRAGOS DRAGAN
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