Romgaz S Regulatory News (SNGR)

CURRENT REPORT

In compliance with Law no. 24/2017 regarding Issuers of Financial Instruments and Market Operations  and CNVM Regulation no. 1/2006

Report date: October 6, 2017

Company name: Societatea Nationala de Gaze Naturale ROMGAZ S.A.

Address: Medias, 4 Constantin I. Motas Square, Sibiu County - Romania, 551130

Phone/fax no: 004-0269-201020 / 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 event to be reported:

· Convening of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on November 16 (17), 2017, 1:00 PM (Romania time)

In compliance with Company Law no.31/1990, Issuers of Financial Instruments and Market Operations Law no.24/2017 and CNVM Regulation no. 1/2006 on issuers and operations with securities, S.N.G.N. ROMGAZ S.A. convenes the Company's shareholders at the Extraordinary General Meeting of Shareholders (EGMS) on November 16 (17), 2017.

The Reference Date for identifying the shareholders entitled to attend and vote in the EGMS is November 2, 2017.

Informational documents related to the EGMS Agenda will be available as from October 10, 2017, at ROMGAZ Correspondence Entry, as well as on the company's website www.romgaz.ro, Investor Relations Section - General Meeting of Shareholder.

The Convening Notice of the EGMS was approved by ROMGAZ Board of Directors on October 5, 2017. The Convening Notice of the EGMS is to be published in the Official Gazette of Romania Part IV and in at least one widely-spread Romanian newspaper.

Attached:

Convening Notice of EGMS on November 16 (17), 2017

Resolution of the Board of Directors no. 27 from October 5, 2017

Director General

Virgil - Marius METEA

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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 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 November 16, 2017, 1:00 pm (Romania Time) at the headquarters of S.N.G.N. "ROMGAZ" - S.A., located in Medias, 4 Constantin Motas Square, Sibiu County, in the conference room, having the following:

AGENDA

Item 1 Approve to increase the share capital of SC AGRI LNG Project Company (the Company), currently of RON 168,400, with the amount of EUR 124,000, equivalent of RON 558,000, at a conventional exchange rate of 1EUR=4.5 RON, by issuing a number of 55,800 shares, numbered from 16,841 to 72,640, each with the nominal value of 10 RON, in exchange of cash contributions from each of the Company's shareholders, pro rata with their share to the share capital of the Company.

 Therefore, each shareholder of the Company will contribute with the amount of EUR 31,000, representing the equivalent of RON 139,500, at a conventional exchange rate of 1EUR=4.5 RON, and will receive a number of 13,950 shares in exchange of this contribution.

 As a result of this capital increase, the Company's share capital will be of RON 726,400, out of which (i) RON 168,400 and (ii) EUR 124,000, representing the equivalent of RON 558,000 at a conventional exchange rate of 1EUR=4.5 RON and will be divided in 72,640 shares, with the nominal value of RON 10. Each shareholder will hold 18,160 shares, with the nominal value of 10 RON and an aggregate value of RON 181,600, out of which (i) RON 42,100 and (ii) EUR 31,000 representing the equivalent of RON139,500, at a conventional exchange rate of 1 EUR=4.5 RON.

Item 2 Approve the amendment to the Articles of Incorporation of the Company so as to reflect Resolution I above:

Article 7 of the Articles of Incorporation of the Company shall be amended and shall read as follows:

"7.1. The share capital of the Company amounts to RON 726,400, out of which (i) RON 168,400 and (ii) EUR 124,000 representing the equivalent of 558,000 at a conventional exchange rate of 1EUR=4.5 RON.

7.2. The share capital is fully subscribed and paid up in cash and it is divided in 72,640 shares with a nominal value of RON 10.

7.3. Shareholding structure is as follows:

a) ROMGAZ holds a number of 18,160 shares, numbered from 1 to 4,210 and 30,791 to 44,740, each with a nominal value of RON 10 and an aggregate value of RON 181,600 out of which (i) RON 42,100 and (ii) EUR 31,000 representing the equivalent of RON 139,500, at a conventional exchange rate of 1 EUR= 4.5 RON, representing 25% of the Company's share capital; 

b) GOGC holds a number of 18,160 shares, numbered from 4,211 to 8,420 and from RON 44,741 to RON 58,690, each with a nominal value of RON 10 and an aggregate value of RON 181,600 out of which (i) RON 42,100 and (ii) EUR 31,000 representing the equivalent of RON 139,500 , at a conventional exchange rate of 1 EUR= 4.5 RON, representing 25% of the Company's share capital; 

c) SOCAR holds a number of 18,160 shares, numbered from 8,421 to 12,630 and from RON 58,691 to RON 72,640, each with a nominal value of RON 10 and an aggregate value of RON 181,600 out of which (i) RON 42,100 and (ii) EUR 31,000 representing the equivalent of RON 139,500 , at a conventional exchange rate of 1 EUR= 4.5 RON, representing 25% of the Company's share capital;  

and

d) MVM holds a number of 18,160 shares, numbered from 12,631 to 30,790 each with a nominal value of 10 RON and an aggregate value of RON 181,600 out of which (i) RON 42,100 and (ii) EUR 31,000 representing the equivalent of RON 139,500 , at a conventional exchange rate of 1 EUR= 4.5 RON, representing 25% of the Company's share capital.

Item 3 Approve the consolidated version of the Articles of Incorporation of the Company including the amendments described in Item II above.

Item 4 Approve to authorize Mr. Gabriel Văsîi, Romanian citizen, born on July 6, 1977 in Bucuresti, resident in Moinesti Street, no 2, Building 135, entrance A, 4th Floor, apartment 26, district 6, Bucharest, identified by ID series RD no 659026, issued by SCEPL S6 on September 13, 2010, personal identification number 1770706290756 and/or Mrs. Gabor Andreea- Raluca, Romanian citizen, born on November 30, 1990 resident in Anghel Salingny street, no 26, Petrosani, identified with ID series HD no 533332, issued by SPCLEP Petrosani on December 30, 2010, personal identification number 2901130204481 and/or any lawyer of Tuca Zbarcea &Associates, together or separately, with full power and authority, to represent the Company and Partners to sign, amend, submit and pick up any documents as well as to fulfil all formalities necessary at the Trade Register Office, as well as in front of any public authority, institution, legal person or natural person in order to register this resolution and to apply the amendments to this Articles of Incorporation of the Company.

Item 5 Establish December 7, 2017 as "The Record Date", respectively the date for identifying the shareholders who are affected by the resolution of the Extraordinary General Meeting of Shareholders

Item 6 Authorize the Chairperson 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 November 2, 2017 (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 resolutions proposed to be adopted by the EGMS will be available as from October 10, 2017, 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 (www.romgaz.ro). ROMGAZ Correspondence Entry is open 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, the insertion of additional items on the agenda of the EGMS ("proposals to add new items on the agenda") and submit draft resolutions for the items included on the agenda of the EGMS ("draft resolutions for the items included or proposed to be included on the agenda").

Proposals to add new items on the agenda shall be accompanied by a justification and/or a draft resolution proposed to be adopted.

Proposals to add new items on the agenda and justification and/or draft resolutions for the items included or proposed to be included on the agenda shall be:

a) Sent to and registered at ROMGAZ Correspondence Entry 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 investor.relations@romgaz.ro by October 26, 2017, 3:30 pm (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF NOVEMBER 16, 2017".

b) in case of shareholders being natural persons, accompanied by copies of the identity documents of the shareholders (the identity documents shall enable the identification of the shareholders in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A.) and in case of shareholders being legal persons, accompanied by the copy of the identity document of the legal representative together with the original or a true copy of the excerpt issued by the Trade Register or any other document, original or true copy, issued by a competent authority of the country where the shareholder is legally registered, proving the capacity as legal representative, issued no more than 3 months prior to the publishing date of the EGMS convening notice; documents proving the capacity as legal representative, prepared in a foreign language other than English, shall be accompanied by their certified translation into Romanian or English.

The supporting documents of the proposals to add new items on the agenda and/or draft resolutions related to the items included or proposed to be included on the agenda will be available as from October 30, 2017 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 (www.romgaz.ro). ROMGAZ Correspondence Entry is open 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 agenda of the EGMS.

The shareholders of the Company may submit questions in writing, in Romanian or English language, related to the items of the EGMS agenda. The written questions related to the items of the EGMS agenda shall be sent and registered at ROMGAZ Correspondence Entry 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 investor.relations@romgaz.ro by November 10, 2017, 3:30 pm (Romania Time), clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF NOVEMBER 16, 2017".

The shareholders of the Company may send written questions, related to the items of the EGMS agenda; in case of shareholders being natural persons, accompanied by copies of the identity documents of the shareholders (the identity documents shall enable the identification of the shareholders in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A.), and in case of shareholders being legal persons, accompanied by the copy of the identity document of the legal representative together with the original or a true copy of the excerpt issued by the Trade Register or any other document, original or true copy, issued by a competent authority of the country where the shareholder is legally registered, proving the capacity as legal representative, issued no more than 3 months prior to the publishing date of the EGMS convening notice; documents proving the capacity as legal representative prepared in a foreign language other than English, shall be accompanied by their certified translation into Romanian or English.

Shareholders registered at 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) shall be available, in Romanian and English language, as from October 10, 2017 at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro);

b) shall 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) shall be updated by the Company if new items are added to the agenda of the EGMS;

d) shall be filled in 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 the Law No. 24/2017 on issuers of financial instruments and market operations, or to an attorney-at-law.

The original copy of the special and general powers of attorney, in Romanian or English language, shall be transmitted to ROMGAZ Correspondence Entry by any form of courier service with proof of delivery no later than November 15, 2017, 11:00 noon (Romania Time), in sealed envelope, clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF NOVEMBER 16, 2017", along with the copy of the shareholder's identity document (in case of shareholders being natural persons - copy of the identity document, and in case of shareholders being legal persons - copy of the legal representative identity document) as the case may be, along with the original or the certified true copy of the excerpt issued by the Trade Register or the original or the certified true copy of any other document issued by a competent authority of the country where the shareholder is duly incorporated, proving the capacity as legal representative, issued no more than 3 months prior to the publishing date of the EGMS convening notice. 

If the representative is a credit institution providing custodian services and it submits a special power of attorney, such power of attorney shall be prepared in accordance with Regulation 6/2009 of CNVM and CNVM Executive Order No. 26/20 December 2012, signed by such shareholder and, mandatorily accompanied by a sworn statement issued by the credit institution which has received the special power of attorney for representation and stating that:

a) the credit institution provides custodian services for that respective shareholder;

b) the instructions of the special power of attorney are identical to those comprised in the SWIFT message received by the credit institution with a view to voting on behalf of the respective shareholder;

c) the special power of attorney is signed by the shareholder.

The special and general powers of attorney may also be sent by e-mail at the address: investor.relations@romgaz.ro, having attached an extended electronic signature in accordance with Law No. 455/2001on electronic signature, no later than November 15, 2017, 11:00 noon (Romania Time).

Access of shareholders 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 persons - based on the copy of the excerpt or equivalent and the legal representative's identity document, or the documents proving the capacity as legal representative of the legal person (in case the EGMS is not attended by the legal representative of the institutional investor), as the case may be;

c) in case of a conventional representative, the documents provided at letter a) or b) above along with the special or general power of attorney.

The capacity as legal representative shall be 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), as original or certified true copy, issued no more than 3 months prior to the publishing date of the EGMS convening notice. Documents proving the capacity as legal representative, prepared in a foreign language other than English, shall 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) shall be available, in the Romanian and English language, as from October 10, 2017, at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro);

b) shall provide the shareholder identification method, the number of owned shares and the voting options "for" or "against" or "abstain" for every issue to be voted upon;

c) shall 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 language, to ROMGAZ Correspondence Entry, by any form of courier service with proof of delivery, or by e-mail at the address: investor.relations@romgaz.ro, having attached an extended electronic signature in accordance with Law No. 455/2001 on electronic signature, no later than November 15, 2017, 11:00 noon (Romania Time), clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF NOVEMBER 16, 2017".

The filled in and signed Voting Ballots shall be accompanied by copies of the shareholders' identification documents (the identity document in case of natural persons, and the identity document of the legal representative in case of legal persons, respectively), as the case may be, along with the excerpt, as original or certified true copy, issued by the Trade Register or any other document, as original or certified true copy, issued by a competent authority of the state where the shareholder is duly incorporated, in proof of the capacity of the legal representative, issued no more than 3 months prior to the publishing date of the EGMS convening notice.

If new items are added on the Agenda, after publishing the Convening Notice, the updated special power of attorney form and the Voting Ballot will be available at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro), as from October 30, 2017.

The Voting Ballots/ special or general powers of attorney which are not received at ROMGAZ Correspondence Entry or by e-mail until November 15, 2017, 11:00 noon (Romania Time) shall not be counted towards the quorum and majority in the EGMS.

If the agenda is supplemented/ updated and the shareholders do not submit their updated powers of attorney and updated Voting Ballots, the special powers of attorney and the Voting Ballots submitted prior to agenda supplementation/update shall not be taken into account, except for the items included in the supplemented/updated agenda.

Should the statutory quorum for convening the EGMS not be met on the first date, namely November 16, 2017, the EGMS shall be convened at November 17, 2017, 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 November 2, 2017.

Additional information may be obtained from the Secretary Compartment of the General Shareholders Meeting and the Board of Directors, phone number 0040 269 201643, and on the Company web page (www.romgaz.ro).

CHAIRPERSON OF

THE BOARD OF DIRECTORS

Gheorghe Gabriel Gheorghe

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BOARD OF DIRECTORS

R E S O L U T I O N NO. 27/2017

of the Board of Directors of Societatea Nationala de Gaze Naturale

"ROMGAZ" - S.A. Medias meeting of October 5, 2017

The Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" joined in the meeting of October 5, 2017, hours 13:00 (Romania time) at Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. work location in Bucharest, Sector 1, str. Grigore Alexandrescu no. 59, 4th floor, issues the following:

RESOLUTION

Sole Article: 

According to the provisions of Article 117(1) of Company Law No. 31/1990, as revised and amended from time to time and of Article 13(1) of the updated Articles of Incorporation of S.N.G.N. "ROMGAZ" - S.A., the Board of Directors decides as follows:

a) Approves the convening of the Extraordinary General Meeting of Shareholders (EGMS) of S.N.G.N. "ROMGAZ" - S.A. on November 16, 2017 at 13:00 hours at SNGN Romgaz S.A. headquarters located in Medias, 4 Constantin Motas square, Sibiu County, the Conference Room.

b) Establishes November 17, 2017, at 13:00 hours as the date of the second convening of the S.N.G.N. "ROMGAZ" - S.A. EGMS in case the EGMS cannot be held on November 16, 2017 at 13:00 hours.

c) Establishes November 2, 2017 as the "Reference Date" for the identification of shareholders entitled to participate to the EGMS of November 16, 2017 and to cast votes.

d) Proposes December 7, 2017 as "Record Date", namely the date for the identification of shareholders affected by the EGSM Resolution.

e) Approves the Agenda of the EGMS of November 16/2017, namely:

"Item 1 Approve to increase the share capital of SC AGRI LNG Project Company (the Company), currently of RON 168,400, with the amount of EUR 124,000, equivalent of RON 558,000, at a conventional exchange rate of 1EUR=4.5 RON, by issuing a number of 55,800 shares, numbered from 16,841 to 72,640, each with the nominal value of 10 RON, in exchange of cash contributions from each of the Company's shareholders, pro rata with their share to the share capital of the Company.

 Therefore, each shareholder of the Company will contribute with the amount of EUR 31,000, representing the equivalent of RON 139,500, at a conventional exchange rate of 1EUR=4.5 RON, and will receive a number of 13,950 shares in exchange of this contribution.

 As a result of this capital increase, the Company's share capital will be of RON 726,400, out of which (i) RON 168,400 and (ii) EUR 124,000, representing the equivalent of RON 558,000 at a conventional exchange rate of 1EUR=4.5 RON and will be divided in 72,640 shares, with the nominal value of RON 10. Each shareholder will hold 18,160 shares, with the nominal value of 10 RON and an aggregate value of RON 181,600, out of which (i) RON 42,100 and (ii) EUR 31,000 representing the equivalent of RON139,500, at a conventional exchange rate of 1 EUR=4.5 RON

Item 2 Approve the amendment to the Articles of Incorporation of the Company so as to reflect Resolution I above:

Article 7 of the Articles of Incorporation of the Company shall be amended and shall read as follows:

"7.1. The share capital of the Company amounts to RON 726,400, out of which (i) RON 168,400 and (ii) EUR 124,000 representing the equivalent of 558,000 at a conventional exchange rate of 1EUR=4.5 RON.

7.2. The share capital is fully subscribed and paid up in cash and it is divided in 72,640 shares with a nominal value of RON 10.

7.3. Shareholding structure is as follows:

a) ROMGAZ holds a number of 18,160 shares, numbered from 1 to 4,210 and 30,791 to 44,740, each with a nominal value of RON 10 and an aggregate value of RON 181,600 out of which (i) RON 42,100 and (ii) EUR 31,000 representing the equivalent of RON 139,500, at a conventional exchange rate of 1 EUR= 4.5 RON, representing 25% of the Company's share capital;

b) GOGC holds a number of 18,160 shares, numbered from 4,211 to 8,420 and from RON 44,741 to RON 58,690, each with a nominal value of RON 10 and an aggregate value of RON 181,600 out of which (i) RON 42,100 and (ii) EUR 31,000 representing the equivalent of RON 139,500 , at a conventional exchange rate of 1 EUR= 4.5 RON, representing 25% of the Company's share capital;

c) SOCAR holds a number of 18,160 shares, numbered from 8,421 to 12,630 and from RON 58,691 to RON 72,640, each with a nominal value of RON 10 and an aggregate value of RON 181,600 out of which (i) RON 42,100 and (ii) EUR 31,000 representing the equivalent of RON 139,500 , at a conventional exchange rate of 1 EUR= 4.5 RON, representing 25% of the Company's share capital;

and

d) MVM holds a number of 18,160 shares, numbered from 12,631 to 30,790 each with a nominal value of 10 RON and an aggregate value of RON 181,600 out of which (i) RON 42,100 and (ii) EUR 31,000 representing the equivalent of RON 139,500 , at a conventional exchange rate of 1 EUR= 4.5 RON, representing 25% of the Company's share capital.

Item 3 Approve the consolidated version of the Articles of Incorporation of the Company including the amendments described in Item II above.

Item 4 Approve to authorize Mr. Gabriel Văsîi, Romanian citizen, born on July 6, 1977 in Bucuresti, resident in Moinesti Street, no 2, Building 135, entrance A, 4th Floor, apartment 26, district 6, Bucharest, identified by ID series RD no 659026, issued by SCEPL S6 on September 13, 2010, personal identification number 1770706290756 and/or Mrs. Gabor Andreea- Raluca, Romanian citizen, born on November 30, 1990 resident in Anghel Salingny street, no 26, Petrosani, identified with ID series HD no 533332, issued by SPCLEP Petrosani on December 30, 2010, personal identification number 2901130204481 and/or any lawyer of Tuca Zbarcea &Associates, together or separately, with full power and authority, to represent the Company and Partners to sign, amend, submit and pick up any documents as well as to fulfil all formalities necessary at the Trade Register Office, as well as in front of any public authority, institution, legal person or natural person in order to register this resolution and to apply the amendments to this Articles of Incorporation of the Company.

Item 5 Establish December 7, 2017 as "The Record Date", respectively the date for identifying the shareholders who are affected by the resolution of the Extraordinary General Meeting of Shareholders

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

f) Authorizing Mr. Gheorghe Gabriel Gheorghe, as Chairman of S.N.G.N. "ROMGAZ" - S.A. Board of Directors, to sign the Convening Notice for the EGMS to be held on November 16, 2017.

CHAIRMAN OF THE BOARD OF DIRECTORS

GHEORGHE GABRIEL GHEORGHE