Last checked at 13 May 2016 11:51
CURRENT REPORT
In compliance with the Romanian Capital Market Law no. 297/2004 and
CNVM Regulation no. 1/2006
Report date: May 13, 2016 Company 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:
· Convening of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on June 16 (17), 2016, 1:00 PM (Romania time)
· Convening of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on June 16 (17), 2016, 2:00 PM (Romania time)
In compliance with Company Law no.31/1990, Capital Market Law no.297/2004 and CNVM Regulation no. 1/2006 on issuers and operations with securities, S.N.G.N. ROMGAZ S.A. convenes the Company's shareholders at the Ordinary General Meeting of Shareholders (EGMS) and at the Extraordinary General Meeting of Shareholders (OGMS) on June 16 (17), 2016.
The Reference Date for identifying the shareholders entitled to attend and vote in the OGMS and EGMS is June 06, 2016.
Informational documents related to the OGMS and EGMS Agenda will be available as from May 16, 2016 at ROMGAZ Correspondence Entry, as well as on the Company's website (www.romgaz.ro).
The Convening Notices of OGMS and EGMS were approved by ROMGAZ Board of Directors on May 12, 2016. The Convening Notices of the OGMS and EGMS are to be published in the Official Gazette of Romania Part IV and in at least one widely-spread Romanian newspaper.
Attached:
Convening Notice of OGMS on June 16 (17), 2016
Convening Notice of EGMS on June 16 (17), 2016
Resolution of the Board of Directors no.12 from May 12, 2016
Director General
Virgil - Marius METEA
_______________________________________________________
C O N V E N I N G N O T I C E
The Board of Directors of S.N.G.N. "ROMGAZ" - S.A., a company managed in an one-tier system, incorporated and operating under the laws of Romania, registered with the Trade Register Office of Sibiu Court under number J32/392/2001, fiscal code RO 14056826, having its headquarters at Medias, 4 Constantin Motas square, Sibiu County with a subscribed and paid up share capital of RON 385,422,400 (hereinafter referred to as "ROMGAZ" or the "Company"),
CONVENES
the Ordinary General Meeting of Shareholders (OGMS) on June 16, 2016, 1:00 PM (Romania Time) at the headquarters of S.N.G.N. "ROMGAZ" - S.A., located in Medias, 4 Constantin Motas square, Sibiu County, in the conference room, having the following:
AGENDA
Item 1 Approval to modify the performance indicators calculation method, namely to eliminate the effects of the external factors that are beyond the control of the company's management
Item 2 Approval to conclude an Addendum to the Directors Agreement to modify the performance indicators calculation method, namely to eliminate the effects of the external factors that are beyond the control of the company's management
Item 3 Mandates the representative of the majority shareholder to sign the Addendum to the Directors Agreement
Item 4 Approving the Income and Expenditure Budget for 2016 of S.N.G.N. "ROMGAZ" - S.A.
Item 5 Approval of Societatea Nationala de Gaze Naturale "ROMGAZ" S.A. Board of Directors' Report for 2016 Q1 (period January 1, 2016 - March 31, 2016) containing the following:
a) information on the performance of the directors' mandate contracts, on the company's financial performance and on the company's financial statements;
b) fulfilment of performance indicators, review of each indicator in relation with its share of accomplishment and set target value.
Item 6 Establish July 04, 2016 as "The Record Date", respectively the date for identifying the shareholders who are affected by the Resolution of the Ordinary General Meeting of Shareholders
Item 7 Authorize the Chairperson and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders
Only shareholders who are registered as S.N.G.N. "ROMGAZ" S.A. shareholders on June 06, 2016 (the "Reference Date") in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A. (Central Depositary) may attend and cast their votes in OGMS.
Informational documents related to the items of the OGMS agenda, the draft resolutions proposed to be adopted by the OGMS will be available as from May 16, 2016 on working days at the registry desk of the Company located in Medias, 4 Constantin Motas square, Sibiu County, Romania, postal code 551130 ("ROMGAZ Correspondence Entry") as well as on the website of the Company (www.romgaz.ro). ROMGAZ Correspondence Entry is open between hours 7:30 AM - 3:30 PM (Romania Time), except for non-business days and public holidays. The shareholders of the Company may obtain, upon request, copies of the documents related to the items included on the OGMS agenda.
One or more shareholders, representing individually or jointly at least 5% of the share capital of the Company, may demand through a request submitted to the Board of Directors of the Company the insertion of additional items on the agenda of the OGMS ("proposals to add new items on the agenda") and submit draft resolutions for the items included or proposed to be included on the agenda of the OGMS ("draft resolutions for the items included or proposed to be included on the agenda").
Proposals to add new items on the agenda shall be accompanied by a justification and/or a draft resolution proposed to be adopted.
Proposals to add new items on the agenda and justification and/or draft resolutions for the items included or proposed to be included on the agenda shall be:
a) sent to and registered at ROMGAZ Correspondence Entry by any type of courier service with proof of delivery, or by e-mail with incorporated extended electronic signature, in accordance with Law no. 455/2001 on the electronic signature, at investor.relations@romgaz.ro by June 01, 2016, 3:30 PM (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JUNE 16, 2016".
b) In case of shareholders being natural persons, accompanied by copies of the identity documents of the shareholders (the identity documents shall enable the identification of the shareholders in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A.) and in case of shareholders being legal persons, accompanied by the copy of the identity document of the legal representative together with the original or a true copy of the excerpt issued by the Trade Register or any other document, original or true copy, issued by a competent authority of the country where the shareholder is legally registered, proving the capacity as legal representative, issued no more than 3 months prior to the publishing date of the OGMS convening notice; documents proving the capacity as legal representative, prepared in a foreign language other than English, shall be accompanied by their certified translation into Romanian or English.
The supporting documents of the proposals to add new items on the agenda and/or draft resolutions related to the items included or proposed to be included on the agenda, will be available as from June 03, 2016 at the registry desk of the Company located in Medias, 4 Constantin Motas square, Sibiu County, Romania, postal code 551130 ("ROMGAZ Correspondence Entry") as well as on the website of the Company (www.romgaz.ro). ROMGAZ Correspondence Entry is open between hours 7:30 AM - 3:30 PM (Romania Time), except for non-business days and public holidays. The shareholders of the Company may obtain, upon request, copies of the documents related to the items included on the agenda of the OGMS.
The shareholders of the Company may submit questions in writing, in the Romanian or English language, related to the items of the OGMS agenda. The written questions related to the items of the OGMS agenda shall be sent and registered at ROMGAZ Correspondence Entry by any type of courier service with proof of delivery, or by e-mail with incorporated extended electronic signature, in accordance with Law no. 455/2001 on the electronic signature, at investor.relations@romgaz.ro by June 09, 2016, 3:30 PM (Romania Time), clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JUNE 16, 2016".
The shareholders of the Company may send written questions related to the items of the OGMS agenda; in case of shareholders being natural persons, accompanied by copies of the identity documents of the shareholders (the identity documents shall enable the identification of the shareholders in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A.), and in case of shareholders being legal persons, accompanied by the copy of the identity document of the legal representative together with the original or a true copy of the excerpt issued by the Trade Register or any other document, original or true copy, issued by a competent authority of the country where the shareholder is legally registered, proving the capacity as legal representative, issued no more than 3 months prior to the publishing date of the OGMS convening notice; documents proving the capacity as legal representative prepared in a foreign language other than English, shall be accompanied by their certified translation into Romanian or English.
Shareholders registered at the Reference Date in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A. may attend the OGMS and may vote:
i) in person - direct vote;
ii) through a representative with a special or general power of attorney;
iii) by correspondence.
The special power of attorney form:
a) shall be available, in the Romanian and English language, as from May 16, 2016 at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro);
b) shall include the shareholder identification method, the number of owned shares, as well as the voting options "for" or "against" or "abstain" for every issue to be voted upon;
c) shall be updated by the Company if new items are added to the agenda of the OGMS;
d) shall be filled in by the shareholder in three counterparts: one for the shareholder, one for the representative, and one for the Company.
The general power of attorney will be awarded by the shareholder, acting as client, only to an agent as it is defined under Art. 2, Par. 1, point 14 of the Law No. 297/2004 on the capital market, or to an attorney-at-law.
The original copy of the special and general powers of attorney, in the Romanian or English language, shall be transmitted to ROMGAZ Correspondence Entry by any form of courier service with proof of delivery no later than June 15, 2016, 11:00 AM (Romania Time), in sealed envelope, clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JUNE 16, 2016", along with the copy of the shareholder's identity document (in case of shareholders being natural persons - copy of the identity document, and in case of shareholders being legal persons - copy of the legal representative identity document) as the case may be, along with the original or the certified true copy of the excerpt issued by the Trade Register or the original or the certified true copy of any other document issued by a competent authority of the country where the shareholder is duly incorporated, proving the capacity as legal representative, issued no more than 3 months prior to the publishing date of the OGMS convening notice.
If the representative is a credit institution providing custodian services and it submits a special power of attorney, such power of attorney shall be prepared in accordance with Regulation 6/2009 of CNVM and CNVM Executive Order No. 26/20 December 2012, signed by such shareholder and, mandatorily accompanied by a sworn statement issued by the credit institution which has received the special power of attorney for representation and stating that:
a) the credit institution provides custodian services for that respective shareholder;
b) the instructions of the special power of attorney are identical to those comprised in the SWIFT message received by the credit institution with a view to voting on behalf of the respective shareholder;
c) the special power of attorney is signed by the shareholder.
The special and general powers of attorney may be also sent by e-mail at the address: investor.relations@romgaz.ro, having attached an extended electronic signature in accordance with the Law No. 455/2001on Electronic Signature, no later than June 15, 2016, 11:00 AM (Romania Time).
Access of shareholders authorized to attend the OGMS is allowed based on simple proof of identity, as follows:
a) in case of shareholders being natural persons - based on the identity document;
b) in case of legal persons - based on the copy of the excerpt or equivalent and the legal representative's identity document, or the documents proving the capacity as legal representative of the legal person (in case the OGMS is not attended by the legal representative of the institutional investor), as the case may be;
c) in case of a conventional representative, the documents provided at letter a) and b) above along with the special or general power of attorney.
The capacity as legal representative shall be proved by providing an excerpt issued by the Trade Register (or by another institution of similar authority of the resident country of the shareholder being a foreign legal person), as original or certified true copy, issued no more than 3 months prior to the publishing date of the OGMS convening notice. Documents proving the capacity as legal representative, prepared in a foreign language other than English, shall be accompanied by their certified translation into Romanian or English.
The shareholders of the Company may vote by correspondence, prior to OGMS, by using the voting ballot form for the vote by correspondence (the "Voting Ballot").
The Voting Ballot:
a) shall be available, in the Romanian and English language, as from May 16, 2016, at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro);
b) shall provide the shareholder identification method, the number of owned shares and the voting options "for" or "against" or "abstain" for every issue to be voted upon;
c) shall be updated by the Company if new items are added on the agenda of the OGMS.
The Voting Ballots shall be transmitted as original copies, in the Romanian or English language, to ROMGAZ Correspondence Entry, by any form of courier service with proof of delivery, or by e-mail at the address: investor.relations@romgaz.ro, having attached an extended electronic signature in accordance with the Law No. 455/2001on Electronic Signature, no later than June 15, 2016, 11:00 AM (Romania Time), clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JUNE 16, 2016".
The filled in and signed Voting Ballots shall be accompanied by copies of the shareholders' identification documents (the identity document in case of natural persons, and the identity document of the legal representative in case of legal persons, respectively), as the case may be, along with the excerpt, as original or certified true copy, issued by the Trade Register or any other document, as original or certified true copy, issued by a competent authority of the state where the shareholder is duly incorporated, in proof of the capacity of the legal representative, issued no more than 3 months prior to the publishing date of the OGMS convening notice.
If new items are added on the Agenda, after publishing the Convening Notice, the updated special power of attorney form and the Voting Ballot will be available at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro), as from June 03, 2016.
The Voting Ballots/ special or general powers of attorney which are not received at ROMGAZ Correspondence Entry or by e-mail until June 15, 2016, 11:00 AM (Romania Time) shall not be counted towards the quorum and majority in the OGMS.
If the agenda is supplemented/ updated and the shareholders do not submit their updated powers of attorney and updated Voting Ballots, the special powers of attorney and the Voting Ballots submitted prior to agenda supplementation/update shall not be taken into account, except for the items included in the supplemented/updated agenda.
Should the statutory quorum for convening the OGMS not be met on the first date, namely June 16, 2016, the OGMS shall be convened at June 17, 2016, 1:00 PM (Romania Time), at the same venue and with the same agenda. In the event of a new convening, the Reference Date for identifying the shareholders entitled to attend and vote in the OGMS is the same, namely June 06, 2016.
Additional information may be obtained from the Secretary Department of the General Shareholders Meeting and the Board of Directors, phone number 0040 269 201019, and on the Company web page (www.romgaz.ro).
CHAIRPERSON OF
THE BOARD OF DIRECTORS
Aurora Negrut
_______________________________________________________
C O N V E N I N G N O T I C E
The Board of Directors of S.N.G.N. "ROMGAZ" - S.A., a company managed in an one-tier system, incorporated and operating under the laws of Romania, registered with the Trade Register Office of Sibiu Court under number J32/392/2001, fiscal code RO 14056826, having its headquarters at Medias, 4 Constantin Motas square, Sibiu County with a subscribed and paid up share capital of RON 385,422,400 (hereinafter referred to as "ROMGAZ" or the "Company"),
CONVENES
the Extraordinary General Meeting of Shareholders (EGMS) on June 16, 2016, 2:00 PM (Romania Time) at the headquarters of S.N.G.N. "ROMGAZ" - S.A., located in Medias, 4 Constantin Motas square, Sibiu County, in the conference room, having the following:
AGENDA
Item 1 Approve the procedure for exercising the voting rights of S.N.G.N. "ROMGAZ" - S.A. in the Extraordinary General Meeting of Shareholders of S.C. AMGAZ S.A. to be called for the approval of dissolving and initiation of winding -up of S.C. AMGAZ S.A., as follows:
1. vote "For" Approval of the procedure for dissolving and initiation of winding -up of S.C. AMGAZ S.A. (Company)
1.1. vote "For" Approval of the procedure for dissolving and initiation of winding -up of the Company in accordance with the provisions of Art. 227 paragraph (1) letter d) of Company Law;
1.2. vote "For" Approval of the setting of the dissolving date as the date which expires 30 days after publication in the Official Gazette of Romania, Part IV of the decision made in this respect by EGMS of AMGAZ S.A.
2. vote "For" Approval of the appointment of Business Recovery BD&A SPRL, registered under the no. RFO II - 832 with the Romanian National Association of Practitioners in Insolvency, having its registered office in Bucharest, 84 General Berthelot Str., ground floor, Space B, District 1, taxpayer identification number 35611597, account RON ING Bank, RO68 INGB 0000 9999 0568 4178, by Mr. Daniel Barbu, acting as official receiver appointed by the Company to implement the winding-up proceedings (hereinafter referred to as "Official Receiver").
2.1. vote "For" Approval of the Official Receiver mandate to perform all proceedings, operations and formalities required by any public authority, including, without limitation, the Trade Register Office and the fiscal authorities, related to winding-up (including transferring to the Shareholders the Company the assets deriving from winding-up) and deregister of the Company. The proposal, in this respect, is to carry out all the assignments and to undertake all liabilities provided under the Romanian law, including:
a) To ensure allocation of assets and liabilities of the Company, following the approval by such of the inventory report issued by the Board of Directors;
b) To ensure payment of all Company liabilities, including tax liabilities and recovery of all receivables during the winding-up proceeding;
c) To perform and to complete all commercial operations related to winding-up and to perform in this respect all necessary transactions;
d) To ensure realization of Company assets by selling them out, under public tender, according to Art. 255, Par. 1, letter c) under Law 31/1990;
e) To have the right to act for the Company according to the law, including filing on behalf of the Company of any fiscal declaration or any other kind of declaration, as well as to file any registration with the public registers;
f) To represent the Company in court;
g) To fulfil any other assignments and responsibilities provided under the law.
2.2. The Official Receiver's mandate shall be granted for the full period of winding-up procedure, starting with the date of taking the job, provided that EGMS may take, at any time, the decision to revoke the Official Receiver mandate, and in such case its mandate terminates upon the date of notification of the decision to revoke.
2.3. vote "For" Approval of the following decision: the Directors and managers of the Company shall continue performing their assignments, except for those prohibited by law or by the Articles of Association, until the Official Receiver takes his position.
2.4. vote "For" Approval of the following decision: the Official Receiver shall perform all necessary formal procedures to register with the Trade Register his mandate as well as all bankruptcy proceedings that have to be registered with the Trade Register under the law (including filing the reports on the status of bankruptcy proceedings and the deregistration form).
2.5. vote "For" Approval of the following decision: upon the date the Official Receiver takes over the assignments provided under his mandate, the mandates of the members of the Board of Directors will terminate, and their rights of signature for the bank accounts shall be revoked.
3. vote "For" Approval of the distribution to the Shareholders of the amounts that result from the bankruptcy proceedings, proportionally to their share in the share capital.
4. vote "For" Approval of the contracting an archiving company to provide archiving services to transfer the Company documents to the National Archives.
5. vote "For" Approval of the mandate of Mr. Răzvan Mihail Georgescu, as Director General of the Company, to act with full powers to represent the Company for fulfilling any activities and/or formalities to implement the decisions to be made in EGMS, to file the Company dissolving and initiation of the winding-up proceedings, up to the moment the Official Receiver takes over his job, and which relate to the acts and operations to be performed prior to the start of the winding-up proceedings.
6. Other aspects subject to EGMS approval.
6.1. vote "For" Approval of the decision according to which all acts issued by the Company during winding-up period will provide expressly that the Company is under winding-up proceedings.
Item 2 Establish July 04, 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
Item 3 Authorize the Chairperson and the Secretary of the meeting to sign the resolution of the Extraordinary General Meeting of Shareholders
Only shareholders who are registered as S.N.G.N. "ROMGAZ" S.A. shareholders on June 06, 2016 (the "Reference Date") in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A. (Central Depositary) may attend and cast their votes in EGMS.
Informational documents related to the items of the EGMS agenda, the draft resolutions proposed to be adopted by the EGMS will be available as from May 16, 2016 on working days at the registry desk of the Company located in Medias, 4 Constantin Motas square, Sibiu County, Romania, postal code 551130 ("ROMGAZ Correspondence Entry") as well as on the website of the Company (www.romgaz.ro). ROMGAZ Correspondence Entry is open between hours 7:30 AM - 3:30 PM (Romania Time), except for non-business days and public holidays. The shareholders of the Company may obtain, upon request, copies of the documents related to the items included on the EGMS agenda.
One or more shareholders, representing individually or jointly at least 5% of the share capital of the Company, may demand through a request submitted to the Board of Directors of the Company the insertion of additional items on the agenda of the EGMS ("proposals to add new items on the agenda") and submit draft resolutions for the items included or proposed to be included on the agenda of the EGMS ("draft resolutions for the items included or proposed to be included on the agenda").
Proposals to add new items on the agenda shall be accompanied by a justification and/or a draft resolution proposed to be adopted.
Proposals to add new items on the agenda and justification and/or draft resolutions for the items included or proposed to be included on the agenda shall be:
a) sent to and registered at ROMGAZ Correspondence Entry by any type of courier service with proof of delivery, or by e-mail with incorporated extended electronic signature, in accordance with Law no. 455/2001 on the electronic signature, at investor.relations@romgaz.ro by June 01, 2016, 3:30 PM (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF JUNE 16, 2016".
b) In case of shareholders being natural persons, accompanied by copies of the identity documents of the shareholders (the identity documents shall enable the identification of the shareholders in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A.) and in case of shareholders being legal persons, accompanied by the copy of the identity document of the legal representative together with the original or a true copy of the excerpt issued by the Trade Register or any other document, original or true copy, issued by a competent authority of the country where the shareholder is legally registered, proving the capacity as legal representative, issued no more than 3 months prior to the publishing date of the EGMS convening notice; documents proving the capacity as legal representative, prepared in a foreign language other than English, shall be accompanied by their certified translation into Romanian or English.
The supporting documents of the proposals to add new items on the agenda and/or draft resolutions related to the items included or proposed to be included on the agenda, will be available as from June 03, 2016 at the registry desk of the Company located in Medias, 4 Constantin Motas square, Sibiu County, Romania, postal code 551130 ("ROMGAZ Correspondence Entry") as well as on the website of the Company (www.romgaz.ro). ROMGAZ Correspondence Entry is open between hours 7:30 AM - 3:30 PM (Romania Time), except for non-business days and public holidays. The shareholders of the Company may obtain, upon request, copies of the documents related to the items included on the agenda of the EGMS.
The shareholders of the Company may submit questions in writing, in the Romanian or English language, related to the items of the EGMS agenda. The written questions related to the items of the EGMS agenda shall be sent and registered at ROMGAZ Correspondence Entry by any type of courier service with proof of delivery, or by e-mail with incorporated extended electronic signature, in accordance with Law no. 455/2001 on the electronic signature, at investor.relations@romgaz.ro by June 09, 2016, 3:30 PM (Romania Time), clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF JUNE 16, 2016".
The shareholders of the Company may send written questions related to the items of the EGMS agenda; in case of shareholders being natural persons, accompanied by copies of the identity documents of the shareholders (the identity documents shall enable the identification of the shareholders in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A.), and in case of shareholders being legal persons, accompanied by the copy of the identity document of the legal representative together with the original or a true copy of the excerpt issued by the Trade Register or any other document, original or true copy, issued by a competent authority of the country where the shareholder is legally registered, proving the capacity as legal representative, issued no more than 3 months prior to the publishing date of the EGMS convening notice; documents proving the capacity as legal representative prepared in a foreign language other than English, shall be accompanied by their certified translation into Romanian or English.
Shareholders registered at the Reference Date in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A. may attend the EGMS and may vote:
i) in person - direct vote;
ii) through a representative with a special or general power of attorney;
iii) by correspondence.
The special power of attorney form:
a) shall be available, in the Romanian and English language, as from May 16, 2016 at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro);
b) shall include the shareholder identification method, the number of owned shares, as well as the voting options "for" or "against" or "abstain" for every issue to be voted upon;
c) shall be updated by the Company if new items are added to the agenda of the EGMS;
d) shall be filled in by the shareholder in three counterparts: one for the shareholder, one for the representative, and one for the Company.
The general power of attorney will be awarded by the shareholder, acting as client, only to an agent as it is defined under Art. 2, Par. 1, point 14 of the Law No. 297/2004 on the capital market, or to an attorney-at-law.
The original copy of the special and general powers of attorney, in the Romanian or English language, shall be transmitted to ROMGAZ Correspondence Entry by any form of courier service with proof of delivery no later than June 15, 2016, 12:00 noon (Romania Time), in sealed envelope, clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF JUNE 16, 2016", along with the copy of the shareholder's identity document (in case of shareholders being natural persons - copy of the identity document, and in case of shareholders being legal persons - copy of the legal representative identity document) as the case may be, along with the original or the certified true copy of the excerpt issued by the Trade Register or the original or the certified true copy of any other document issued by a competent authority of the country where the shareholder is duly incorporated, proving the capacity as legal representative, issued no more than 3 months prior to the publishing date of the EGMS convening notice.
If the representative is a credit institution providing custodian services and it submits a special power of attorney, such power of attorney shall be prepared in accordance with Regulation 6/2009 of CNVM and CNVM Executive Order No. 26/20 December 2012, signed by such shareholder and, mandatorily accompanied by a sworn statement issued by the credit institution which has received the special power of attorney for representation and stating that:
a) the credit institution provides custodian services for that respective shareholder;
b) the instructions of the special power of attorney are identical to those comprised in the SWIFT message received by the credit institution with a view to voting on behalf of the respective shareholder;
c) the special power of attorney is signed by the shareholder.
The special and general powers of attorney may be also sent by e-mail at the address: investor.relations@romgaz.ro, having attached an extended electronic signature in accordance with the Law No. 455/2001on Electronic Signature, no later than June 15, 2016, 12:00 noon (Romania Time).
Access of shareholders authorized to attend the EGMS is allowed based on simple proof of identity, as follows:
a) in case of shareholders being natural persons - based on the identity document;
b) in case of legal persons - based on the copy of the excerpt or equivalent and the legal representative's identity document, or the documents proving the capacity as legal representative of the legal person (in case the EGMS is not attended by the legal representative of the institutional investor), as the case may be;
c) in case of a conventional representative, the documents provided at letter a) and b) above along with the special or general power of attorney.
The capacity as legal representative shall be proved by providing an excerpt issued by the Trade Register (or by another institution of similar authority of the resident country of the shareholder being a foreign legal person), as original or certified true copy, issued no more than 3 months prior to the publishing date of the EGMS convening notice. Documents proving the capacity as legal representative, prepared in a foreign language other than English, shall be accompanied by their certified translation into Romanian or English.
The shareholders of the Company may vote by correspondence, prior to EGMS, by using the voting ballot form for the vote by correspondence (the "Voting Ballot").
The Voting Ballot:
a) shall be available, in the Romanian and English language, as from May 16, 2016, at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro);
b) shall provide the shareholder identification method, the number of owned shares and the voting options "for" or "against" or "abstain" for every issue to be voted upon;
c) shall be updated by the Company if new items are added on the agenda of the EGMS.
The Voting Ballots shall be transmitted as original copies, in the Romanian or English language, to ROMGAZ Correspondence Entry, by any form of courier service with proof of delivery, or by e-mail at the address: investor.relations@romgaz.ro, having attached an extended electronic signature in accordance with the Law No. 455/2001on Electronic Signature, no later than June 15, 2016, 12:00 noon (Romania Time), clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF JUNE 16, 2016".
The filled in and signed Voting Ballots shall be accompanied by copies of the shareholders' identification documents (the identity document in case of natural persons, and the identity document of the legal representative in case of legal persons, respectively), as the case may be, along with the excerpt, as original or certified true copy, issued by the Trade Register or any other document, as original or certified true copy, issued by a competent authority of the state where the shareholder is duly incorporated, in proof of the capacity of the legal representative, issued no more than 3 months prior to the publishing date of the EGMS convening notice.
If new items are added on the Agenda, after publishing the Convening Notice, the updated special power of attorney form and the Voting Ballot will be available at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro), as from June 03, 2016.
The Voting Ballots/ special or general powers of attorney which are not received at ROMGAZ Correspondence Entry or by e-mail until June 15, 2016, 12:00 noon (Romania Time) shall not be counted towards the quorum and majority in the EGMS.
If the agenda is supplemented/ updated and the shareholders do not submit their updated powers of attorney and updated Voting Ballots, the special powers of attorney and the Voting Ballots submitted prior to agenda supplementation/update shall not be taken into account, except for the items included in the supplemented/updated agenda.
Should the statutory quorum for convening the EGMS not be met on the first date, namely June 16, 2016, the EGMS shall be convened at June 17, 2016, 2:00 PM (Romania Time), at the same venue and with the same agenda. In the event of a new convening, the Reference Date for identifying the shareholders entitled to attend and vote in the EGMS is the same, namely June 06, 2016.
Additional information may be obtained from the Secretary Department of the General Shareholders Meeting and the Board of Directors, phone number 0040 269 201019, and on the Company web page (www.romgaz.ro).
CHAIRPERSON OF
THE BOARD OF DIRECTORS
Aurora Negrut
_______________________________________________________
BOARD OF DIRECTORS
R E S O L U T I O N NO. 12 / 2016
of the Board of Directors of Societatea Nationala de Gaze Naturale
"ROMGAZ" - S.A. Medias, meeting of May 12, 2016
The Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., a company managed in a one-tier system, incorporated and operating under the laws of Romania, registered with the Trade Register Office of Sibiu Court under number J32/392/2001, fiscal code RO 14056826, having its headquarters at Medias, 4 Constantin Motas square, Sibiu County, Romania,
convened in accordance with the provisions of Article 1413 (2) of Law No. 31/1990, Company Law, republished, as amended, in conjunction with Article 20 (5) of the updated Articles of Incorporation of S.N.G.N. "ROMGAZ" - S.A., joined in the meeting of May 12, 2016, 9:30 AM (Romania time), by conference - call, at Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. headquarters,
in accordance with the provisions of Law No. 31/1990, Company Law, republished, as amended, and the provisions of the updated Articles of Incorporation of S.N.G.N. "ROMGAZ" - S.A., on the basis of the documents provided for the Agenda and the discussions held during the meeting of May 12, 2016, issues the following,
R E S O L U T I O N:
Article 1. In accordance with the provisions of Article 117(1) of Law No. 31/1990, Company Law, republished, as amended, Law No. 297/2004 regarding the capital market, republished, as amended, the Regulations of the Romanian National Securities Commission (C.N.V.M) No. 6/19 August 2009, the Government Emergency Ordinance No. 109/2011 regarding corporate governance of public enterprises, and Art. 13(1) of the updated Articles of Incorporation of S.N.G.N. "ROMGAZ" - S.A., the Board of Directors decides as follows:
a) Approves the convening of the Ordinary General Meeting of Shareholders (OGMS) of S.N.G.N. "ROMGAZ" - S.A.
b) Establishes June 16, 2016, 1:00 PM (Romania time) and the date of June 17, 2016, 1:00 PM (Romania time), respectively, if upon the date of first convening of OGMS the validity conditions for holding the OGMS are not met, as the date of the Ordinary General Meeting of Shareholders of S.N.G.N. "ROMGAZ" - S.A.. The place where the OGMS will be held is the Headquarters of S.N.G.N. "ROMGAZ" - S.A., located in Medias, 4 Constantin Motas square, Sibiu County, the conference room.
c) Establishes June 06, 2016 (the "Reference Date") as identification date for the shareholders who have the right to participate in the OGMS on 16/17 of June 2016 and to cast their votes during such meeting.
d) Approves the Agenda of the OGMS of 16/17 of June 2016, namely:
Item 1 Approval to modify the performance indicators calculation method, namely to eliminate the effects of the external factors that are beyond the control of the company's management
Item 2 Approval to conclude an Addendum to the Directors Agreement to modify the performance indicators calculation method, namely to eliminate the effects of the external factors that are beyond the control of the company's management
Item 3 Mandates the representative of the majority shareholder to sign the Addendum to the Directors Agreement
Item 4 Approving the Income and Expenditure Budget for 2016 of S.N.G.N. "ROMGAZ" - S.A.
Item 5 Approval of Societatea Nationala de Gaze Naturale "ROMGAZ" S.A. Board of Directors' Report for 2016 Q1 (period January 1, 2016 - March 31, 2016) containing the following:
a) information on the performance of the directors' mandate contracts, on the company's financial performance and on the company's financial statements;
b) fulfilment of performance indicators, review of each indicator in relation with its share of accomplishment and set target value.
Item 6 Establish July 04, 2016 as "The Record Date", respectively the date for identifying the shareholders who are affected by the Resolution of the Ordinary General Meeting of Shareholders
Item 7 Authorize the Chairperson and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders
e) Authorise Mrs. Aurora Negrut, acting as Chairperson of the Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., to sign the Convening Notice for the Ordinary General Meeting of Shareholders of 16/17 June 2016.
f) Approves the convening of the Extraordinary General Meeting of Shareholders (EGMS) of S.N.G.N. "ROMGAZ" - S.A.
g) Establishes June 16, 2016, 2:00 PM (Romania time) and the date of June 17, 2016, 2:00 PM (Romania time), respectively, if upon the date of first convening of EGMS the validity conditions for holding the EGMS are not met, as the date of the Extraordinary General Meeting of Shareholders of S.N.G.N. "ROMGAZ" - S.A.. The place where the EGMS will be held is the Headquarters of S.N.G.N. "ROMGAZ" - S.A., located in Medias, 4 Constantin Motas square, Sibiu County, the conference room.
h) Establishes June 06, 2016 (the "Reference Date") as identification date for the shareholders who have the right to participate in the EGMS on 16/17 of June 2016 and to cast their votes during such meeting.
i) Approves the Agenda of the EGMS of 16/17 of June 2016, namely:
Item 1 Approve the procedure for exercising the voting rights of S.N.G.N. "ROMGAZ" - S.A. in the Extraordinary General Meeting of Shareholders of S.C. AMGAZ S.A. to be called for the approval of dissolving and initiation of winding -up of S.C. AMGAZ S.A., as follows:
1. vote "For" Approval of the procedure for dissolving and initiation of winding -up of S.C. AMGAZ S.A. (Company)
1.1. vote "For" Approval of the procedure for dissolving and initiation of winding -up of the Company in accordance with the provisions of Art. 227 paragraph (1) letter d) of Company Law;
1.2. vote "For" Approval of the setting of the dissolving date as the date which expires 30 days after publication in the Official Gazette of Romania, Part IV of the decision made in this respect by EGMS of AMGAZ S.A.
2. vote "For" Approval of the appointment of Business Recovery BD&A SPRL, registered under the no. RFO II - 832 with the Romanian National Association of Practitioners in Insolvency, having its registered office in Bucharest, 84 General Berthelot Str., ground floor, Space B, District 1, taxpayer identification number 35611597, account RON ING Bank, RO68 INGB 0000 9999 0568 4178, by Mr. Daniel Barbu, acting as official receiver appointed by the Company to implement the winding-up proceedings (hereinafter referred to as "Official Receiver").
2.1. vote "For" Approval of the Official Receiver mandate to perform all proceedings, operations and formalities required by any public authority, including, without limitation, the Trade Register Office and the fiscal authorities, related to winding-up (including transferring to the Shareholders the Company the assets deriving from winding-up) and deregister of the Company. The proposal, in this respect, is to carry out all the assignments and to undertake all liabilities provided under the Romanian law, including:
a) To ensure allocation of assets and liabilities of the Company, following the approval by such of the inventory report issued by the Board of Directors;
b) To ensure payment of all Company liabilities, including tax liabilities and recovery of all receivables during the winding-up proceeding;
c) To perform and to complete all commercial operations related to winding-up and to perform in this respect all necessary transactions;
d) To ensure realization of Company assets by selling them out, under public tender, according to Art. 255, Par. 1, letter c) under Law 31/1990;
e) To have the right to act for the Company according to the law, including filing on behalf of the Company of any fiscal declaration or any other kind of declaration, as well as to file any registration with the public registers;
f) To represent the Company in court;
g) To fulfil any other assignments and responsibilities provided under the law.
2.2. The Official Receiver's mandate shall be granted for the full period of winding-up procedure, starting with the date of taking the job, provided that EGMS may take, at any time, the decision to revoke the Official Receiver mandate, and in such case its mandate terminates upon the date of notification of the decision to revoke.
2.3. vote "For" Approval of the following decision: the Directors and managers of the Company shall continue performing their assignments, except for those prohibited by law or by the Articles of Association, until the Official Receiver takes his position.
2.4. vote "For" Approval of the following decision: the Official Receiver shall perform all necessary formal procedures to register with the Trade Register his mandate as well as all bankruptcy proceedings that have to be registered with the Trade Register under the law (including filing the reports on the status of bankruptcy proceedings and the deregistration form).
2.5. vote "For" Approval of the following decision: upon the date the Official Receiver takes over the assignments provided under his mandate, the mandates of the members of the Board of Directors will terminate, and their rights of signature for the bank accounts shall be revoked.
3. vote "For" Approval of the distribution to the Shareholders of the amounts that result from the bankruptcy proceedings, proportionally to their share in the share capital.
4. vote "For" Approval of the contracting an archiving company to provide archiving services to transfer the Company documents to the National Archives.
5. vote "For" Approval of the mandate of Mr. Razvan Mihail Georgescu, as Director General of the Company, to act with full powers to represent the Company for fulfilling any activities and/or formalities to implement the decisions to be made in EGMS, to file the Company dissolving and initiation of the winding-up proceedings, up to the moment the Official Receiver takes over his job, and which relate to the acts and operations to be performed prior to the start of the winding-up proceedings.
6. Other aspects subject to EGMS approval.
6.1. vote "For" Approval of the decision according to which all acts issued by the Company during winding-up period will provide expressly that the Company is under winding-up proceedings.
Item 2 Establish July 04, 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
Item 3 Authorize the Chairperson and the Secretary of the meeting to sign the resolution of the Extraordinary General Meeting of Shareholders
j) Authorise Mrs. Aurora Negrut, acting as Chairperson of the Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., to sign the Convening Notice for the Extraordinary General Meeting of Shareholders of 16/17 June 2016.
CHAIRPERSON OF
THE BOARD OF DIRECTORS
Aurora NEGRUT