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: May 15, 2019

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 May 15, 2019 (OGMS);

The quorum conditions for the OGMS, joined on the second convening, have been fulfilled according to the provisions of Article 15, paragraph 13 from S.N.G.N. ROMGAZ S.A. Articles of Incorporation and of Article 112, paragraph 2 from the Company Law no.31/1990.

Attached: Resolution no. 4 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of May 15, 2019

Chief Executive Officer,

Constantin Adrian VOLINTIRU

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RESOLUTION NO. 4/May 15, 2019

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 May 15, 2019, 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 second 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. Jude Aristotel Marius, as director of the company, authorised by Board of Directors Resolution No 21 from May 8, 2019 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 May 15, 2019.

In accordance with Article 129 of Law no. 31/1990, "ROMGAZ" shareholders appoint Mr. Bobâlcă Cornel as OGMS secretary.

Further to the debates, "ROMGAZ" shareholders, issues the following:

R E S O L U T I O N

Article 1

Does not approve the financial and non-financial key performance indicators, as resulted from S.N.G.N. ROMGAZ S.A. Governance Plan for 2018-2022.

Article 2

Does not approve the annual variable component of SNGN ROMGAZ SA Board members' remuneration, in amount of 12 fixed monthly allowances.

Article 3

Does not approve the form and content of the addendum to the directors' agreements concluded between SNGN Romgaz SA and BoD members, according to the attached model.

Article 4

Does not approve the following:

1. The fixed monthly allowance for the Chief Executive Officer and/or executive directors within the limit of 6 times the average for the last twelve months of the monthly gross average salary for the activity performed according to the main business of the company, compliant with the class of activities in the national economy, communicated by the National Statistics Institute previous to appointment;

2. The fixed monthly allowance for the Chief Financial Officer within the limit of 6 times the average for the last twelve months of the monthly gross average salary for the activity performed according to the main business of the company, compliant with the class of activities in the national economy, communicated by the National Statistics Institute previous to appointment;

3. The annual variable component of the remuneration due to the Chief Executive Officer and/or of executive directors within the limit of 2 fixed annual gross allowances set for the Chief Executive Officer and/or of executive directors;

4. The annual variable component of the remuneration due to the Chief Financial Officer within the limit of 1.3 fixed annual gross allowances set for the Chief Financial Officer.

Article 5

Does not authorise the representative of the Ministry of Energy in the General Meeting of Shareholders to sign for and on behalf of SNGN Romgaz SA the addenda to the directors' agreements concluded with the members of the Board of Directors, as provided at article 3.

Article 6

Authorises 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 May 15, 2019, in 4 (four) original copies.

CHAIRMAN OF THE MEETING

JUDE ARISTOTEL MARIUS

SECRETARY OF THE MEETING

BOBÂLCĂ CORNEL

Click on, or paste the following link into your web browser, to view the associated PDF document.

http://www.rns-pdf.londonstockexchange.com/rns/1486Z_1-2019-5-15.pdf