Last checked at 9 Aug 2017 13:06
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: August 9, 2017Company name: Societatea Nationala de Gaze Naturale ROMGAZ S.A.
Address: Medias, 4 Constantin I. Motas Square, Sibiu County - Romania, 551130Phone/fax no: 004-0269-201020 / 004-0269-846901
Fiscal Code: RO14056826
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:
· Resolution of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of August 9, 2017 (EGMS)
· Amendment of S.N.G.N. ROMGAZ S.A. Articles of Incorporation
The quorum conditions for the EGMS have been fulfilled according to the provisions of Article 15, paragraph 14 from the Articles of Incorporation of S.N.G.N. ROMGAZ S.A. and Article 115, paragraph 1 from the Company Law no.31/1990.
For item 4 on the agenda of the EGMS as of August 9, 2017, the majority of the votes necessary for taking a resolution was not met.
Attached:
Resolution no. 4 of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. from August 9, 2017.
Director General,
Virgil - Marius METEA
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RESOLUTION NO. 4/August 9, 2017
of the Extraordinary General Meeting of Shareholders
Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.
Registered office: Medias, 4 Constantin Motas square, Sibiu County, Romania, registered with the Trade Register Office attached to Sibiu Law Court under no. J32/392/2001, fiscal code RO 14056826
Today, August 9, 2017, 13:00 noon (Romania time), the shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., (hereinafter referred to as "the Company" or "ROMGAZ") have joined at the Extraordinary General Meeting of Shareholders ("EGMS") of "ROMGAZ" at its first convening, at the headquarters of "ROMGAZ", located in Medias, 4 Constantin Motas square, Sibiu County Romania, the conference room, the EGMS being opened by its Chairperson, Mr. Buzatu Florin Dănuț, as director of the company, authorised by Board of Directors Resolution No 20 from August 3, 2017 to exercise the duties of the Chairperson of the Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., for the Extraordinary General Meeting of Shareholders on August 9, 2017.
The Chairman of the meeting notes that, at opening the EGMS meeting, there are shareholders present holding a number of 269,823,080 shares, representing 70.0071% of the total voting rights. The quorum condition being fulfilled, in compliance with article 15 para 14 of the Articles of Incorporation, the Chairman of the meeting notes that the EGMS is legally set up and that it may adopt valid resolutions on the items of the agenda.
The Chairperson notes that the EGMS is statutory and legally established and it can adopt valid resolutions regarding the items on the agenda.
In accordance with Article 129 of Law no. 31/1990, "ROMGAZ" shareholders appoint Mr. Stoican Liviu as EGMS secretary.
Further to the debates, "ROMGAZ" shareholders decide as follows:
Article 1
Approve amendment of Societatea de Gaze Naturale "ROMGAZ"-S.A. Articles of Incorporation as follows:
Paragraph (4) of article 6 - Share capital, shall be amended and shall read as follows:
" (4)The rights of the Romanian State, as shareholder of Romgaz SA, are exercised through the Ministry of Energy, with the headquarters in Bucharest, Splaiul Independentei no. 202E, district 6."
Letter c) is deleted "discussing, approving or requiring the supplementation or review, as the case may be, of the governing plan, under the provisions of the law" of paragraph (4) article 12 - Organization and Powers of the General Meeting of Shareholders.
Article 2
Authorise the chairman of the Board of Directors to sign the updated Articles of Incorporation and to fulfil all and any formalities required to record the specifications related to the amendment of the Articles of Incorporation and to submit the updated document to the Trade Register Office of Sibiu Court. The authorised person may assign to other persons the mandate or the fulfilment of the above mentioned formalities.
Article 3
Approve the conclusion of the Addendum to the Association Agreement concluded between Romgaz and Schlumberger to modify Annex B "Base Production, Production decline curves".
Article 4
Establish August 30, 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.
Article 5
Authorize the Chairperson and the Secretary of the meeting to sign the resolution of the Extraordinary General Meeting of Shareholders.
The present Resolution is signed today, August 9, 2017, in Medias, in 4 (four) original copies.
CHAIRPERSON
Buzatu Florin Dănuț
Secretary of the meeting
Stoican Liviu