Romgaz S Regulatory News (SNGR)

CURRENT REPORT

In compliance with Law no. 24/2017 regarding Issuers of Financial Instruments and Market Operations and A.S.F. Regulation no. 5/2018

Report date: December 21, 2020

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

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

Phone/fax no: 004-0374-401020 / 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:

· Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of December 21, 2020 (OGMS);

· Election of five interim S.N.G.N. ROMGAZ S.A. Board Of Directors' members, for a four months mandate, starting with December 27, 2020 and ending on April 27, 2021

The quorum conditions 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 Article 112, paragraph 1 from the Company Law no.31/1990.

The Resolution no. 14 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of December 21, 2020 contains the following:

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RESOLUTION NO. 14/December 21, 2020

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

The Ordinary General Meeting of Shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A joined in the meeting, at its first convening, of December 21, 2020, 1:00 pm (Romania time) at the S.N.G.N. ROMGAZ S.A. working point located in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5th floor, issues the following:

R E S O L U T I O N

Article 1

Appoints Mr. Jude Aristotel Marius, having Romanian citizenship, […personal data…] and professional qualification legal advisor, as S.N.G.N. ROMGAZ S.A. interim board member

The resolution was approved with 273,142,262 votes representing 70.8683% from the sharecapital and 90.3073%  from the total votes validly casted.

Article 2

Appoints Mr. Marin Marius-Dumitru, having Romanian citizenship, […personal data…]  and professional qualification Ph. D. engineer, as S.N.G.N. ROMGAZ S.A. interim board member.

The resolution was approved with 280,428,385 votes representing 72.7587% from the sharecapital and 92.7162% from the total votes validly casted.

Article 3

Appoints Mrs. Stan Olteanu Manuela Petronela having Romanian citizenship, […personal data…] and professional qualification legal advisor, as S.N.G.N. ROMGAZ S.A. interim board member.

The resolution was approved with 272,860,125 votes representing 70.7951% from the sharecapital and 90.2140%  from the total votes validly casted.

Article 4

Appoints Mr. Botond Balazs, having Romanian citizenship, […personal data…] and professional qualification legal advisor, as S.N.G.N. ROMGAZ S.A. interim board member.

The resolution was approved with 272,860,125 votes representing 70.7951% from the sharecapital and 90.2140%  from the total votes validly casted.

Article 5

Appoints Mr. Simescu Nicolae Bogdan, having Romanian citizenship, […personal data…] and professional qualification engineer, as S.N.G.N. ROMGAZ S.A. interim board member.

The resolution was approved with 280,680,966 votes representing 72.8242% from the sharecapital and 92.8088% from the total votes validly casted.

Article 6

Approves the term of office of interim board members appointed in compliance with art. 1-5, 4 (four) months starting with December 27, 2020 and ending on April 27, 2021.

The resolution was approved with 281,449,037 votes representing 73.0235% from the sharecapital and 92.9703% from the total votes validly casted.

Article 7

Approves the monthly fixed gross allowance of interim board members appointed in compliance with art. 1-5, equals twice the average over the last 12 months of the monthly gross average salary for the activity performed according to the company's main scope of activity, as categorised at class level in the statistical classification of economic activities, communicated by the National Institute of Statistics prior to appointment.

The resolution was approved with 280,981,860 votes representing 72.9023% from the sharecapital and 92.8159% from the total votes validly casted.

Article 8

Approves the template and the content of the director agreement to be concluded with the interim board members, according to the model proposed by the majority shareholder.

The resolution was approved with 278,440,958 votes representing 72.2431% from the sharecapital and 91.9767% from the total votes validly casted.

Article 9

Authorises the Ministry of Economy, Energy and Business Environment representative in the Ordinary General Meeting of Shareholders to sign for and on behalf of S.N.G.N. ROMGAZ S.A. the directors' agreements to be concluded with the interim board members.

The resolution was approved with 281,449,037 votes representing 73.0235% from the sharecapital and 92.9703% from the total votes validly casted.

Article 10

Authorises the Chairman of the meeting and the Secretary of the meeting to sign the Ordinary General Meeting of Shareholders resolution.

The resolution was approved with 302,729,977 votes representing 78.5450% from the sharecapital and 100% from the total votes validly casted.

This document was drafted on December 21, 2020, in 4 (four) copies.

CHAIRMAN OF

THE BOARD OF DIRECTORS

JUDE ARISTOTEL MARIUS

SECRETARY OF THE MEETING

SUSANU NICU-ROMEO

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The Resolution no. 14 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of December 21, 2020 is also published on the company's website, www.romgaz.ro, Section Investor Relations - General Meeting of Shareholders - Shareholders Meetings.

Chief Executive Officer, Deputy Chief Executive Officer,

Constantin Adrian VOLINTIRU Daniel Corneliu PENA