Last checked at 23 Feb 2018 08:52
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: February 23, 2018
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 Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on March 29 (30), 2018, 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 Ordinary General Meeting of Shareholders (OGMS) on March 29 (30), 2018.
The Reference Date for identifying the shareholders entitled to attend and vote in the OGMS is March 20, 2018.
Informational documents related to the OGMS Agenda will be available as from February 26, 2018, 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 OGMS was approved by ROMGAZ Board of Directors on February 22, 2018. The Convening Notice of the OGMS 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 OGMS on March 29 (30), 2018
Resolution of the Board of Directors no. 6 from February 22, 2018.
Director General
Corin - Emil CINDREA
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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 Ordinary General Meeting of Shareholders (OGMS) on March 29, 2018, at 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 the 2018 Income and Expenditure Budget of Societatea de Gaze Naturale "ROMGAZ"- S.A.
Item 2 Establish April 20, 2018 as "The Record Date", namely as the date of identifying the shareholders who are affected by the Resolutions of the Ordinary General Meeting of Shareholders
Item 3 Authorize the Chairperson 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 March 20, 2018 (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, will be available as from February 26, 2018, 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 hours 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 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, the insertion of additional items on the agenda of the OGMS ("proposals to add new items on the agenda") and submit draft resolutions for the items included on the agenda of the OGMS ("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 March 14, 2018, 3:30 PM (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF MARCH 29, 2018".
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 OGMS 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 March 19, 2018 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 hours 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 OGMS.
The shareholders of the Company may submit questions in writing, in Romanian or English language, related to the items of the OGMS agenda. The written questions related to the items of the OGMS 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 March 23, 2018, 3:30 PM (Romania Time), clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF MARCH 29, 2018".
The shareholders of the Company may send written questions related to the items of the OGMS 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 OGMS 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 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) shall be available, in Romanian and English language, as from February 26, 2018 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 on the agenda of the OGMS;
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 March 28, 2018, at 11:00 AM (Romania Time), in sealed envelope, clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF MARCH 29, 2018", 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 OGMS 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 be also 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 March 28, 2018, at 11:00 AM (Romania Time).
Access of shareholders 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 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 OGMS 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 OGMS 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 OGMS, 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 February 26, 2018, 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 OGMS.
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 March 28, 2018, at 11:00 AM (Romania Time), clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF MARCH 29, 2018".
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 OGMS 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 March 19, 2018.
The Voting Ballots/ special or general powers of attorney which are not received at ROMGAZ Correspondence Entry or by e-mail until March 28, 2018, at 11:00 AM (Romania Time) shall not be counted towards the quorum and majority in the OGMS.
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 OGMS not be met on the first date, namely March 29, 2018, the OGMS shall be convened on March 30, 2018, 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 March 20, 2018.
Additional information may be obtained from the Secretary Department of the General Shareholders Meeting and the Board of Directors, phone number 0040 374 401643, and on the Company web page (www.romgaz.ro).
CHAIRMAN OF
THE BOARD OF DIRECTORS
NISTORAN DORIN-LIVIU
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BOARD OF DIRECTORS
R E S O L U T I O N NO 6/ 2018
of the Board of Directors of Societatea Nationala de Gaze Naturale
"ROMGAZ" - S.A. Medias,
taken at the meeting of February 22, 2018
The Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., joined in the meeting on February 22, 2018 at 12:00 pm (Romania time) at the SNGN ROMGAZ SA working point located in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 4th floor, 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 March 29, 2018, 1:00 pm, at the headquarters of SNGN ROMGAZ SA, in Medias, 4 Constantin Motas Square, Sibiu County, the conference room
b) Establish March 30, 2018, 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 March 29, 2018, 1:00 pm, are not met
c) Establish March 20, 2018 as the "Reference Date", namely the identification date of the shareholders entitled to participate in the OGMS of March 29, 2018 and to cast their votes during such meeting
d) Propose April 20, 2018 as "The Record Date", namely the identification date of shareholders who are affected by the Resolutions of the Ordinary General Meeting of Shareholders
e) Approve the following OGMS Agenda of March 29, 2018:
"Item 1 Approve the 2018 Income and Expenditure Budget of Societatea de Gaze Naturale "ROMGAZ"- S.A.
Item 2 Establish April 20, 2018 as "The Record Date", namely as the date of identifying the shareholders who are affected by the Resolutions of the Ordinary General Meeting of Shareholders
Item 3 Authorize the Chairperson and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders"
f) Authorizes the Chairman of the Board of Directors of Societatea Nationala de Gaze Naturale, "ROMGAZ" SA, Mr. Nistoran Dorin-Liviu, to sign the Convening Notice of the OGMS which will be held on March 29, 2018.
CHAIRMAN OF
THE BOARD OF DIRECTORS
NISTORAN DORIN-LIVIU