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, 2023

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 Energy, 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 March 14 (15), 2023

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 February 27, 2023 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 Energy, to supplement the Agenda of the Ordinary General Meeting of Shareholders convened on March 14 (15) , 2023.

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.

Attached: The request of the Ministry of Energy, on behalf of the Romanian State, registered on no. 8632 from February 27, 2023.

Chief Executive Officer,

Răzvan POPESCU

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

MINISTRY OF ENERGY

MINISTER'S OFFICE

No. 11421/VDP/27.02.2023

To: the Board of Directors of Societatea Nationala de Gaze Naturale ROMGAZ SA

Attn: Mr. Dan Dragos DRAGAN, Chairman of the Board of Directors

Considering:

- the convening of the Ordinary General Meeting of Shareholders of Societatea Nationala de Gaze Romgaz S.A. registered at the Ministry of Energy under No. 220367/D.A.P.S.E./February 2, 2023

pursuant to the provisions of:

- Article 13 item (6) of the Articles of Incorporation of Societatea Nationala de Gaze Naturale Romgaz S.A.

- Article 1171 paragraph 1 of Companies Law No. 31/1990 republished, as subsequently amended and supplemented (''Law No. 31/1990")

- Article 29 paragraph 1 of the Government Emergency Ordinance No. 109/2011 on corporate governance of public enterprises, as subsequently amended and supplemented ("GEO No. 109/2011"),

we hereby request the following items to be included on the agenda of the ordinary general meeting of shareholders of March 14/15, 2023:

- Revocation from the position as a member of the Board of Directors of Sociatatea Nationala de Gaze Naturale Romgaz S.A., as a result of the end of their mandate as of March 15, 2023;

- selection of 7 (seven) members of the Board of Directors of Societatea Nationala de Gaze Naturale Romgaz S.A. as of March 16, 2023, pursuant to the provisions of the Government Emergency Ordinance No. 109/2011 on corporate governance of public enterprises as subsequently amended and supplemented;

- setting the duration of appointed members' mandate to a period of 4 (four) years;

- setting the fixed monthly gross allowance of the appointed members of the Board of Directors;

- approval of the form of the mandate contract to be concluded with the appointed members of the Board of Directors;

- Mandating the representative of the Romanian state in the Ordinary General Meeting of Shareholders to sign the mandate contracts with the newly appointed members of the Board of Directors.

Furthermore, we propose the following draft resolutions:

The OGMS approves the revocation of the following members of the Board of Directors as a result of the end of their mandate, as of March 15, 2023:

· Mister/Misses […………………]

· Mister/Misses […………………]

· Mister/Misses […………………]

· Mister/Misses […………………]

· Mister/Misses […………………]

· Mister/Misses […………………]

· Mister/Misses […………………]

The OGMS approves the selection of 7 members of the Board of Directors of Societatea Nationala de Gaze of ROMGAZ S.A. as of March 16, 2023, pursuant to the provisions of the Government Emergency Ordinance No. 109/2011 on corporate governance of public enterprises as subsequently amended and supplemented.

· Mister/Misses […………………]

· Mister/Misses […………………]

· Mister/Misses […………………]

· Mister/Misses […………………]

· Mister/Misses […………………]

· Mister/Misses […………………]

· Mister/Misses […………………]

- The duration of the mandate of the newly appointed members of the Board of Directors to a period of 4 (four) years.

- 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 paragraph 1 and 2 of the GEO No. 109/2011 on the corporate governance of public enterprises as subsequently amended and supplemented by Law No. 111/2016;

- The form of the mandate contract to be concluded with the newly appointed Board members, as attached;

- 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.

Virgil-Daniel POPESCU

ENERGY MINISTER

(round stamp, undecipherable signature)