Last checked at 25 Mar 2020 10:34
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: March 25, 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:
· Request from the Ministry of Economy, Energy and Business Environment, on behalf of the Romanian State, as the major shareholder of S.N.G.N. Romgaz S.A., for supplementing the agenda of the Ordinary General Meeting of Shareholders on April 13 (14), 2020
According with the provisions of A.S.F. Regulation no. 5/2018 art. 234, paragraph 1 letter b), S.N.G.N. ROMGAZ S.A. informs the market about the request received on March 24, 2020 from the Romanian State as shareholder of S.N.G.N. ROMGAZ S.A. (owning 70.0071% of the share capital), represented by the Ministry of Economy, Energy and Business Environment, to supplement the agenda of the Ordinary General Meeting of Shareholders convened on April 13 (14), 2020.
Following the above mentioned request, S.N.G.N. Romgaz S.A. Board of Directors will adjourne in the immediate period, in order to analyze and decide upon the request.
Annexed: The request of the Ministry of Economy, Energy and Business Environment, on behalf of the Romanian State, registered on no. 11392/March 24, 2020.
Chief Executive Officer,
Constantin Adrian VOLINTIRU
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Translation from the Romanian language
Romgaz registration no. 11392/24.03.2020
THE MINISTRY OF ECONOMY, ENERGYAND BUSINESS ENVIRONMENT
Minister's Office
Ministry Registration Number: 3033/VDP/March 24, 2020
To: Societatea Nationala de Gaze Naturale "Romgaz" SA
Mrs. Stan-Olteanu Manuela Petronela, Chairman of the Board of Directors
Taking into account the Ordinary General Meeting of Shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" S.A. summoned for April 13, 2020, the Ministry of Economy, Energy and Business Environment on behalf of the Romanian State as shareholder of 269,823,080 shares representing 70.0071% of the company's share capital, subject to art.1171 of the Company Law no.31/1990 as amended from time to time, requests the Board of Directors to include new items on the agenda, to debate on and approve the following items:
1. Approval to extend SNGN Romgaz S.A. Board members' mandates by two months as of the expiration date, in compliance with the provisions of article 641 para (5) of GEO no. 109/2011 on corporate governance of public companies, approved and subsequently amended and supplemented by Law no.111/2016, as amended from time to time;
2. Approve the addendum to the contract of mandate related to extending the mandate of Board members by two months as of the expiration date;
3. Mandate a representative of the shareholders or one of the shareholders, appointed by the chairman of the board of directors/chairman of the meeting within the general meeting of shareholders, to sign the addenda to the contracts of mandate with SNGN Romgaz SA Board members.
We also propose the following Resolution draft:
1. Approve to extend SNGN Romgaz SA Board members' mandates by two months as of the expiration date, in compliance with the provisions of article 641 para (5) of GEO no. 109/2011 on corporate governance of public companies, approved and subsequently amended and supplemented by Law no.111/2016, as amended from time to time, by preserving the rights and obligations of the existing parties to the contracts of mandate;
2. Approve the addendum to the contract of mandate related to extending the mandate term of Board members by two months as of the expiration date, according to the annex;
3. Mandate a representative of the shareholders or one of the shareholders, appointed by the chairman of the board of directors/ chairman of the meeting within the general meeting of shareholders, to sign the addenda to the contracts of mandate with SNGN Romgaz SA Board members.
Yours respectfully,
MINISTER OF ECONOMY, ENERGY AND BUSINESS ENVIRONMENT
Virgil- Daniel POPESCU
Signature
Stamp of the Ministry
Annex
Addendum No. …. to DIRECTOR AGREEMENT No. …..
Concluded between:
Societatea Nationala de Gaze Naturale "ROMGAZ" SA, company managed in a one-tier system, with its registered office in Medias, C.I. Motas Square no.4, Sibiu county, registered at Trade Register Office under Sibiu Court, under no. J32/392/2001, fiscal code RO 14056826, IBAN RO08 RNCB 0231 0195 2533 0001 open at BCR Medias, represented by ________________, as principal, ("the Company")
and
Mr/Mrs……………, born on ………………in …………. County………., domiciled in ………………………….., identified with Identity Card No. ……………, issued by………….., on …………, personal identification number (CNP) ……………..acting as non-executive Member of the Board of Directors or ("Board member"),
Whereas:
- Article 641, para 5 of GEO no. 109/2011 on corporate governance of public companies;
- Article ____ of Resolution No. ______ of SNGN Romgaz SA Ordinary General Meeting of Shareholders, approving the extension of the interim board member mandate for Mrs/Mr. __________;
- The Company and the Board member concluded Directors Agreement no._______;
The Company and the Board member mutually agreed on the following:
Sole Article
Extends the term of the Directors Agreement no. ______ by 2 (two) months, starting with _______ until _______.
This addendum was prepared on _____ in 2 (two) original copies, the parties declare that each received a copy upon execution.
The Company, by Board Member
_______________ ______________