Last checked at 7 Sep 2017 16:35
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: September 7, 2017
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
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 September 7, 2017 (OGMS)
· Changes in the Board of Directors as a result of electing/reconfirmation of the Board of Directors members by cumulative voting at the OGMS of September 7, 2017
The quorum condition for OGMS has been fulfilled according to the provisions of Article 15, paragraph 12 from the Articles of Incorporation and of Article 112, paragraph 1 from the Company Law no.31/1990.
As a result of exercising the cumulative voting at the OGMS, the following persons were elected as interim members of S.N.G.N. ROMGAZ S.A. Board of Directors, for a 4 months mandate:
Ø Gheorghe Gabriel Gheorghe
Ø Stan Bogdan-Nicolae
Ø Ciobanu Romeo Cristian
Ø Nistoran Dorin Liviu
Ø Cermonea Ioan Daniel
Ø Grigorescu Remus
Ø Baciu Sorana-Rodica
Attached:
Resolution no. 5 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of September 7, 2017
Director General,
Virgil - Marius METEA
___________________________________________
RESOLUTION NO. 5/September 7, 2017
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
Today, September 7, 2017, 2:00 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 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 Chairperson, Mr. Gheorghe Gabriel Gheorghe as Chairperson of the Board of Directors.
Following the debates, ROMGAZ shareholders decide as follows:
Article 1
Mr. Gheorghe Gabriel Gheorghe is appointed as interim member of ROMGAZ Board of Directors.
Mr. Stan Bogdan - Nicolae is appointed as interim member of ROMGAZ Board of Directors.
Mr. Ciobanu Romeo Cristian is appointed as interim member of ROMGAZ Board of Directors.
Mr. Nistoran Dorin Liviu is appointed as interim member of ROMGAZ Board of Directors.
Mr. Cermonea Ioan Daniel is appointed as interim member of ROMGAZ Board of Directors.
Mr. Grigorescu Remus is appointed as interim member of ROMGAZ Board of Directors.
Mrs. Baciu Sorana - Rodica is appointed as interim member of ROMGAZ Board of Directors.
Article 2
The duration of the interim member's mandate is set to 4 (four) months, in accordance with the provisions of Article 641 of OUG no 109/2011 on Corporate Governance of Public Enterprises, as subsequently modified and amended by Law no 111/2016.
Article 3
Approve the form of the Directors' Agreement to be concluded with the interim members of the Board of Directors in accordance with the proposal of the Ministry of Energy.
Article 4
The remuneration of the interim members of the Board is set to twice the last 12 months' average of the monthly gross average salary for the performed activity in accordance with the classification of activities in the national economy as communicated by the National Institute of Statistics previous to the appointment.
Article 5
The mandate as interim member is not extended by 2 months from expiry for Mr. Gheorghe Gabriel Gheorghe, Mr. Stan Bogdan-Nicolae, Mr. Chirila Alexandru and Mr. Virgil Marius Metea.
Article 6
Mrs. Baciu Sorana Rodica is not appointed as member of the Board of Societatea Nationala de Gaze Naturale "ROMGAZ"- S.A. with a mandate valid until December 31, 2017 for the position that became vacant on August 11, 2017, as a result of the resignation of Mr. Tcaciuc Sebastian Gabriel from his position as member of the Board of Directors of S.N.G.N. "ROMGAZ"-S.A.
Article 7
The fixed remuneration of the members of the Board who do not benefit from a variable remuneration is not set to twice the last 12 months' average of the monthly gross average salary for the performed activity in accordance with the classification of the activities in the national economy as communicated by the National Institute of Statistics previous to the appointment.
Article 8
Do not approve to conclude the addenda to the Directors' Agreements for the interim Board members whose mandate will be extended, and the Board members who do not benefit from a variable remuneration, respectively, under the forms proposed by the Board of Directors.
Article 9
Do not approve to conclude the Directors' Agreement with the new Board member, appointed in accordance with article 6.
Article 10
Do not authorize the representative of the majority shareholder, i.e. the Ministry of Energy, to sign the addenda to the Directors' Agreements for the interim Board members whose mandate will be extended, and the Board members who do not benefit from a variable remuneration, respectively.
Article 11
Do not authorize the representative of the majority shareholder, i.e. the Ministry of Energy, to sign the Directors' Agreement to be concluded with the new Board member, appointed in accordance with article 6.
Article 12
Establish September 26, 2017 as "The Record Date", that is the date of identifying the shareholders who are affected by the Resolutions of the Ordinary General Meeting of Shareholders.
Article 13
Authorize the Chairperson and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders.
This Resolution is signed today, September 7, 2017, in Medias, in 4 (four) original copies.
CHAIRPERSON
Gheorghe Gabriel Gheorghe
Secretary of the meeting
Nicu-Romeo Susanu