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: February 28, 2022

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 events to be reported:

· Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of February 28, 2022 (OGMS);

· Approval of S.N.G.N. ROMGAZ S.A. Individual Income and Expenditure Budget for 2022

· Election of 6 (six) interim members of Board of Directors and setting the duration of their mandate at 4 (four) months, starting with March 14, 2022

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 from the Company Law no.31/1990.

S.N.G.N. ROMGAZ S.A. Individual Income and Expenditure Budget for 2022, approved by OGMS Resolution no. 2 from February 28, 2022, will be available, starting today, on the company's website www.romgaz.ro, at Investors - News & Events.

Attached: Resolution no. 2 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on February 28, 2022

Chief Executive Officer,

Aristotel Marius JUDE

--------------------------------------------------

RESOLUTION NO. 2/February 28, 2022

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 February 28, 2022, 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

Approves S.N.G.N. Romgaz S.A. 2022 individual Income and Expenditure Budget.

The resolution was approved 306,992,334 votes representing 79.6509% from the sharecapital and 99.9412% from the total votes validly casted.

Article 2

Takes note of Romgaz S.A. Group consolidated Income and Expenditure Budget for 2022.

The resolution was approved 306,992,334 votes representing 79.6509% from the sharecapital and 99.9412% from the total votes validly casted.

Article 3

Ratifies/approves the contracts on transferring gas quantities covered by the Gas Sale and Purchase Agreement No 8/2016, as modified and supplemented by subsequent Addenda, concluded with Compania Municipala Termoenergetica Bucuresti and S.C. Vest-Energo S.A..

The resolution was approved 299,424,074 votes representing 77.6873% from the sharecapital and 97.4774% from the total votes validly casted.

Article 4

The selection of the following interim members of Societatea Nationala de Gaze Naturale ''ROMGAZ SA" Board of Directors is approved:

· Mister Dan Dragos Dragan, domiciled in Bucharest, professional qualification economist;

The resolution was approved with 302,199,910 votes representing 78.4075% from the sharecapital and 98.3810% from the total votes validly casted.

· Mister Aristotel Marius Jude, domiciled in Medias, Sibiu county, professional qualification legal advisor;

The resolution was approved with 303,031,008 votes representing 78.6231% from the sharecapital and 98.6516% from the total votes validly casted.

· Mister Cezar Batog, domiciled in Bucharest, professional qualification economist;

The resolution was approved with 274,313,825 votes representing 71.1723% from the sharecapital and 89.3027% from the total votes validly casted.

· Mister Nicolae Bogdan Simescu, domiciled in Medias, Sibiu county, professional qualification engineer;

The resolution was approved with 302,840,508 votes representing 78.5737% from the sharecapital and 98.5896% from the total votes validly casted.

· Mister Botond Balazs, domiciled in domiciled in Medias, Sibiu county, professional qualification legal advisor;

The resolution was approved with 279,756,537 votes representing 72.5844% from the sharecapital and 91.0746% from the total votes validly casted.

· Mister Gheorghe Silvian Sorici, domiciled in Cisnadie, Sibiu county, professional qualification economist.

The resolution was approved with 274,313,825 votes representing 71.1723% from the sharecapital and 89.3027% from the total votes validly casted.

Article 5

Duration of the Board of Directors members' mandate is established to 4 (four) months, pursuant to the provisions of article 641 of GEO No. 109/2011 on corporate governance of public enterprises, approved with amendments and supplements by Law No. 111/2016, for members of the Board of Directors appointed in accordance with the above mentioned article, beginning with March 14, 2022.

The resolution was approved with 287,623,478 votes representing 74.6255% from the sharecapital and 93.8314% from the total votes validly casted.

Article 6

The fixed monthly gross allowance of the appointed members of the Board of Directors is set to twice the average for the last 12 months of the average gross monthly salary for the activity performed pursuant to the registered main activity of the company, at class level in accordance with the classification of activities in the national economy, communicated by the National Institute of Statistics prior to the appointment, pursuant to the provisions of article 37 of GEO No. 109/2011.

The resolution was approved with 282,180,766 votes representing 73.2134% from the sharecapital and 92.0558% from the total votes validly casted.

Article 7

The form of the mandate contract to be concluded with the members selected in accordance with the proposal of the Romanian State shareholder acting through the Ministry of Energy is approved.

The resolution was approved with with 286,460,913 votes representing 74.3239% from the sharecapital and 93.4521% from the total votes validly casted.

Article 8

The representative of the majority shareholder, the Romanian State acting through the Ministry of Energy, is mandated to sign the mandate contracts with the members of S.N.G.N. ROMGAZ S.A. Board of Directors.

The resolution was approved with 287,623,478 votes representing 74.6255% from the sharecapital and 93.8314% from the total votes validly casted.

Article 9

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

The resolution was approved with 306,381,736 votes representing 79.4925% from the sharecapital and 99.9509% from the total votes validly casted.

This document was drafted on February 28, 2022, in 4 (four) copies.

CHAIRMAN OF

THE BOARD OF DIRECTORS

DAN DRAGOS DRAGAN

SECRETARY OF THE MEETING

NICU-ROMEO SUSANU