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26 Apr 2018 13:32
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: April 26, 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 events to be reported:
· Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of April 26, 2018 (OGMS)
· Approval of S.N.G.N. Romgaz S.A. net profit distribution for financial year 2017 and distribution of some amounts allocated from retained earnings under the form of dividends;
· Approval of gross dividend per share of RON 4.99;
· Establish "payment date" for July 27, 2018;
· Approval of the extension of BoD interim members mandates for a 2 months period from the expiry date. S.N.G.N. Romgaz S.A. BoD interim members have been elected in the OGMS meeting held on December 20, 2017, for a 4 months mandate starting January 8, 2018 or until the completion of the board members selection procedure according to GEO 109/2011 provisions.
The quorum conditions for the OGMS have been fulfilled according to the provisions of Article 15, paragraph 12 from S.N.G.N. ROMGAZ S.A. Articles of Incorporation and of Article 112, paragraph 1 from the Company Law no.31/1990.
Attached:
Resolution no. 6 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of April 26, 2018
Director General,
Corin Emil CINDREA
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RESOLUTION NO. 6/April 26, 2018
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
On April 26, 2018, 14:00 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 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 Chairman, Mr. Volintiru Adrian Constantin, as director of the company, authorised by Board of Directors Resolution No 22 from April 24, 2018 to exercise the duties of the Chairman of the Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., for the Ordinary General Meeting of Shareholders on April 26, 2018.
In accordance with Article 129 of Law no. 31/1990, "ROMGAZ" shareholders appoint Mr. Stoican Liviu as OGMS secretary.
Further to the debates, "ROMGAZ" shareholders, issues the following:
R E S O L U T I O N
Article 1
Takes note of the Board of Directors' Report on the activity performed in 2017.
Article 2
Takes note of the Report of the Independent Auditor DELOITTE AUDIT S.R.L. on the annual individual financial statements of S.N.G.N. "ROMGAZ"- S.A. for the year ended December 31, 2017.
Article 3
Approves the annual individual financial statements for the year ended December 31, 2017 (the individual statement of financial position, the individual statement of global result, the individual statement of changes in stockholders' equity, the individual statement of cash flows, explanatory information on the financial statements) prepared in compliance with the International Financial Reporting Standards (IFRS) based on the Board of Directors' Report for the financial year 2017 and the Report of the Independent Auditor S.C. Deloitte Audit S.R.L..
Article 4
Approves the distribution of net profit achieved by S.N.G.N. "ROMGAZ"- S.A. in 2017, as follows:
Indicators | Value (RON) | |
0 | 1 | 2 |
A. | Gross result of financial year | 2 181 191 837.80 |
B. | Current income tax | 368 030 969.00 |
C. | Deferred income tax | 41 587 509.62 |
D. | Net result of financial year [A.-B.+C.], (accounting profit after profit tax deduction) out of which: | 1 854 748 378.42 |
a) | Legal reserve | .00 |
b) | Other reserves representing fiscal facilities provided by law (Law no. 227/2015-Article 22) | 23 790 568.59 |
c) | Retained earnings of accounting income of the previous years (according to art.1, par(1) c) of GO no.64/2001 | .00 |
c1) | Set up own financing sources for projects co-financed from external loans (acc. to art.1, para (1) c^1 of GO no.64/2001 | .00 |
d) | Other distributions provided by special laws | .00 |
E. | Remaining net profit to be distributed (D.-b+c) | 1 830 957 809.83 |
e) | Employees participation to profit | 23 724 631.00 |
f) | Dividends due to shareholders (90.19 % of the net profit of the financial year (D)) - dividend / share | 1 672 733 216.00
4.34 |
g) | Profit for setting up own financing sources [E-f)] |
158 224 593.83 |
* | TOTAL DISTRIBUTIONS (b+f+g) | 1 854 748 378.42 |
Article 5
Approves the dividend of RON 4.34 per share, distributed from the net profit achieved in 2017.
Article 6
Approves the employees' participation in profit, in accordance with the provisions of Government Ordinance no. 64/2001, in amount of RON 23,724,631.
Article 7
Approves the allocation of the amount of RON 277,863,150.91 from retained earnings, representing the development quota, as follows:
a. The amount of RON 250,524,560 to be distributed as dividends;
b. The amount of RON 27,338,590.91 to be distributed to own financing sources.
Article 8
Approves the dividend of RON 0.65 per share, distributed from retained earnings.
Article 9
Approves the total dividend per share in amount of RON 4.99, out of which RON 4.34 related to the 2017 result, and RON 0.65 related to retained earnings.
Article 10
Takes note of the Annual Report of the Nomination and Remuneration Committee on remuneration and other benefits granted to directors and managers during the financial year 2017, and on fulfilment, as of December 31, 2017 of the performance criteria and objectives set out in the Director's Agreement/Contract of Mandate of the Director General of S.N.G.N. "ROMGAZ"- S.A..
Article 11
Approves the budgetary discharge of the Board members for the financial year 2017.
Article 12
-Approves the extension of interim directors' mandates with a 2 months term from the expiry date, according to the provisions of art. 64¹ para (5) of GEO 109/2011.
Article 13
Approves the conclusion of addenda to the director agreements to extend by 2 months the term of the director agreements of interim directors.
Article 14
Approves to mandate the representative of the major shareholder, the Ministry of Energy, to sign the addenda for the extension of the director agreements of interim directors.
Article 15
Establishes July 6, 2018 as the Record Date, that is the date to determine the shareholders eligible to receive dividends or other rights and who are affected by the Resolutions of the Ordinary General Meeting of Shareholders.
Article 16
Establishes July 05, 2018 as "Ex-Date" representing the date falling one settlement cycle minus one business day before the Record Date, as of which the financial instruments provided under the corporate bodies' resolutions are traded without the rights resulting from such resolution.
Article 17
Establishes July 27, 2018 as "Payment Date", which is the calendar day on which distribution of revenue related to securities, consisting of cash or securities, becomes certain.
Article 18
Authorize the Chairman and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders.
The present Resolution was signed on April 26, 2018, in 4 (four) original copies.
CHAIRMAN OF THE MEETING
VOLINTIRU ADRIAN - CONSTANTIN
SECRETARY OF THE MEETING
STOICAN LIVIU
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