Romgaz S Regulatory News (SNGR)

CURRENT REPORT

In compliance with art. 226 of the Capital Market Law no. 297/2004 and art. 113.A, paragraph 1 letter c) of CNVM Regulation no. 1/2006

Report date: December 8, 2016Company 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 Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of December 8, 2016 (OGMS);

· Resolution of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of December 8, 2016 (EGMS).

The quorum conditions for both the OGMS and the EGMS have been fulfilled according to the provisions of Article 15, paragraph 12 and paragraph 14 from the Articles of Incorporation and of Article 112, paragraph 1 and of Article 115, paragraph 1 from the Company Law no.31/1990.

Attached:

Resolution no. 11 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of December 8, 2016;

Resolution no. 12 of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of December 8, 2016.

Director General,

Virgil - Marius METEA

____________________________________________

RESOLUTION NO. 11/December 8, 2016

of the Ordinary 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, December 8, 2016, 1:00 pm (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 Ordinary General Meeting of Shareholders ("OGMS") 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 OGMS being opened by its Chairperson, Mr. Buzatu Florin Danut, as director of the company, authorised to exercise the duties of the Chairperson of the Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., for the Ordinary General Meeting of Shareholders on December 8, 2016

Whereas:

· The convening notice for the OGMS published in the Official Journal of Romania, Part IV, no. 3836/27.10.2016, in "Bursa" daily newspaper of October 27, 2016 and on the company's website (www.romgaz.ro), starting from October 27, 2016;

· The provisions of the effective Articles of Incorporation of the Company ("Articles of Incorporation");

· The applicable legal provisions.

At the beginning of the meeting the Chairperson notes that the OGMS is legally established and statutory, 39 shareholders are present or represented, holding a number of 305,428,250 shares, representing 79.2451% of the subscribed and paid up share capital, representing 79.2451% of the total voting rights. The quorum condition is fulfilled according to the provisions of Article 15 paragraph 12 from the Articles of Incorporation.

The Chairperson notes that the OGMS 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. Liviu Stoican as OGMS secretary.

Further to the debates, "ROMGAZ" shareholders decide as follows:

I. Approves the documentation related to lands in the Buza and Band locations in order to obtain the certificates of ownership of land.

 This item is adopted with 301,300,676 votes representing 100% of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 12 of the Articles of Incorporation.

The votes were recorded as follows:

- 301,300,767 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 0 votes were "not casted".

-

II. Conclusion of a legal consultancy contract with a law firm from Poland to fulfil the legal formalities for Romgaz withdrawal from Poland blocks.

This item is adopted with 301,300,676 votes representing 100% of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 12 of the Articles of Incorporation.

The votes were recorded as follows:

- 301,300,767 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 0 votes were "not casted".

III. Establish December 27, 2016 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;

This item is adopted with 301,300,676 votes representing 100% of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 12 of the Articles of Incorporation.

The votes were recorded as follows:

- 301,300,767 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 0 votes were "not casted".

IV. Authorize the Chairperson and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders.

This item is adopted with 301,300,676 votes representing 100% of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 12 of the Articles of Incorporation.

The votes were recorded as follows:

- 301,300,767 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 0 votes were "not casted".

The present Resolution is signed today, December 8, 2016, in Medias, in 4 (four) original copies.

CHAIRPERSON

Buzatu Florin Danut

Secretary of the meeting

Liviu Stoican

____________________________________________

RESOLUTION NO. 12/December 8, 2016

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, December 8, 2016, 2:00 pm (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 Danut, as director of the company, authorised 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 December 8, 2016

Whereas:

· The convening notice for the EGMS published in the Official Journal of Romania, Part IV, no. 3836/27.10.2016, in "Bursa" daily newspaper of October 27, 2016 and on the company's website (www.romgaz.ro), starting from October 27, 2016;

· The provisions of the effective Articles of Incorporation of the Company ("Articles of Incorporation");

· The applicable legal provisions.

At the beginning of the meeting the Chairperson notes that the EGMS is legally established and statutory, 35 shareholders are present or represented, holding a number of 305,428,250 shares, representing 79.2451% of the subscribed and paid up share capital, representing 79.2451% of the total voting rights. The quorum condition is fulfilled according to the provisions of Article 15 paragraph 14 from the Articles of Incorporation.

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. Liviu Stoican as EGMS secretary.

Further to the debates, "ROMGAZ" shareholders decide as follows:

I. Approve to reduce S.C. AGRI LNG Project Company S.R.L. ("the Company") share capital in order to solve the issue related to the negative net assets according to the first scenario presented in the Director's Report on 15.09.2016, with the amount of RON 3,164,000 equal with the losses incurred by the Company, in compliance with article 15324 of Law 31/1990 on companies.

Therefore, the share capital amounting RON 3,332,400 shall be reduced by the amount of RON 3,164,000. The reduction shall be applied by equally decreasing the number of shares held by the Partners, pro rata with their share to the share capital of the Company.

Further to the reduction, the Company's share capital will be RON 168,400 split in 16840 shares each with a nominal value of RON 10, as follows: 

a) ROMGAZ shall hold a number of 4210 shares, each with a nominal value of RON 10 and a total value of RON 42,100 representing 25% of the Company's share capital;

b) GOGC shall hold a number of 4210 shares, each with a nominal value of RON 10 and a total value of RON 42,100 representing 25% of the Company's share capital;

c) SOCAR shall hold a number of 4210 shares, each with a nominal value of RON 10 and a total value of RON 42,100 representing 25% of the Company's share capital; and

d) MVM shall hold a number of 4210 shares, each with a nominal value of RON 10 and a total value of RON 42,100 representing 25% of the Company's share capital.

This item is adopted with 301,300,767 votes representing 100% of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 14 of the Articles of Incorporation.

The votes were recorded as follows:

- 301,300,767 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 0 votes were "not casted".

II. Approve the following amendments to the Articles of Incorporation of the Company so as to reflect resolution no.1 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 168,400.

7.2. The share capital is fully subscribed and paid up in cash and it is divided 16,840 shares with a nominal value of RON 10.

7.3. Shareholding structure is as follows:

a) ROMGAZ holds a number of 4,210 shares, numbered from 1 to 4,210, each with a nominal value of RON 10 and an aggregate value of RON 42,100 RON, representing 25% of the Company's share capital;

b) GOGC holds a number of 4,210 shares, numbered from 4,211 to 8,420, each with a nominal value of RON 10 and an aggregate value of RON 42,100 RON, representing 25% of the Company's share capital;

c) SOCAR holds a number of 4,210 shares, numbered from 8,421 to 12,630, each with a nominal value of RON 10 and an aggregate value of RON 42,100 RON, representing 25% of the Company's share capital;

d) MVM SOCAR holds a number of 4,210 shares, numbered from 12,631 to 16,840, each with a nominal value of RON 10 and an aggregate value of RON 42,100 RON, representing 25% of the Company's share capital."

This item is adopted with 301,300,767 votes representing 100% of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 14 of the Articles of Incorporation.

The votes were recorded as follows:

- 301,300,767 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 0 votes were "not casted".

III. Approve the consolidated version of the Company's Articles of Incorporation, including the amendments approved by resolution 2.

This item is adopted with 301,300,767 votes representing 100% of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 14 of the Articles of Incorporation.

The votes were recorded as follows:

- 301,300,767 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 0 votes were "not casted".

IV. Approve to authorise Mr. Gabriel Vasii, Romanian citizen, born on July 6, 1977 in Bucharest, resident in Moinesti street no.2, building 135, entrance A, 4th floor, ap.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 Saligny 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 at Tuca Zbarcea&Asociatii, together or separately, with full power and authority, to represent the Company and the Partners to sign, amend, submit and pick up any documents, inclusive to sign the consolidated version of the Company's Articles of Incorporation, as well as to fulfil any formalities necessary at the Trade Register Office, as well as in front of any public authority, institution, legal or natural persons in order to register this resolution and to apply the amendments to the Company's Articles of Incorporation.  

This item is adopted with 301,300,767 votes representing 100% of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 14 of the Articles of Incorporation.

The votes were recorded as follows:

- 301,300,767 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 0 votes were "not casted".

IV. Establish December 27, 2016 as "The Record Date", respectively the date for identifying the shareholders who are affected by the Resolution of the Extraordinary General Meeting of Shareholders.

This item is adopted with 301,300,767 votes representing 100% of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 14 of the Articles of Incorporation.

The votes were recorded as follows:

- 301,300,767 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 0 votes were "not casted".

V. Authorize the Chairperson and the Secretary of the meeting to sign the resolution of the Extraordinary General Meeting of Shareholders.

This item is adopted with 301,300,767 votes representing 100% of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 14 of the Articles of Incorporation.

The votes were recorded as follows:

- 301,300,767 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 0 votes were "not casted". 

The present Resolution is signed today, December 8, 2016, in Medias, in 4 (four) original copies.

CHAIRPERSON

Buzatu Florin Danut

Secretary of the meeting

Liviu Stoican