Romgaz S Regulatory News (SNGR)

CURRENT REPORT

In compliance with the Romanian Capital Market Law no. 297/2004 and

CNVM Regulation no. 1/2006

Report date: July 31, 2015Company 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 event to be reported:

• Resolution of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of July 30, 2015 (EGMS)

The quorum condition for EGMS has been fulfilled according to the provisions of Article 15, paragraph 9 from the Articles of Incorporation and of Article 115, paragraph 1 from the Company Law no.31/1990.

Attached:

Resolution no.6 of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of July 30, 2015

Director General,

Virgil - Marius METEA

______________________________________________________________________

RESOLUTION NO. 6/July 30, 2015

of the Extraordinary 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, July 30, 2015, 12:00 noon (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 Extraordinary General Meeting of Shareholders ("EGMS") 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 EGMS being opened by its Chairperson, Mr. Dumitru Chisalita as member of the Board of Directors of "ROMGAZ".

Whereas:

• The convening notice for the EGMS published in the Official Gazette of Romania, Part IV, no. 3142 of June 29, 2015, in "Bursa" daily newspaper no. 120 of June 29, 2015 and on the company's website (www.romgaz.ro), starting from June 29, 2015;

• The provisions of the effective Articles of Incorporation of the Company ("Articles of Incorporation");

• The applicable legal provisions.

At the beginning of the meeting the Chairperson notes that the EGMS is legally established and statutory, 14 shareholders are present or represented or have expressed their vote in writing, holding a number of 331,770,259 shares, representing 86.0797 % of the subscribed and paid up share capital, representing 86.0797 % of the total voting rights. The quorum condition is fulfilled according to the provisions of Article 15 paragraph 9 from the Articles of Incorporation and of Article 115, paragraph 1, Company Law no. 31/1990 ("Law no. 31/1990").

The Chairperson notes that the EGMS is statutory and legally established and it can make valid resolutions regarding the items on the agenda.

In accordance with Article 129 of Law no. 31/1990, "ROMGAZ" shareholders appoint Mr. Liviu Stoican as EGMS secretary and the Company appoints Mr. Oprisor Gheorghe as technical secretary of the EGMS.

Further to the debates, "ROMGAZ" shareholders decide:

I. Not to approve the amendment of the Articles of Incorporation of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. according to the Proposed Modifications to the Articles of Incorporation of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., attached to the Convening Notice.

This item is adopted with 277,894,486 votes representing 84.7457 % % of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 9 of the Articles of Incorporation correlated with Article 115 (1) of Law no. 31/1990.

The votes were recorded as follows:

- 50,021,431 votes "for"

- 277,894,486 votes "against"

- 0 votes "abstain" and

- 3,854,342 votes were "not casted".

II. Not to approve the updated Articles of Incorporation of the Company.

This item is adopted with 277,223,746  votes representing 84.5411 % of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 9 of the Articles of Incorporation correlated with Article 115 (1) of Law no. 31/1990.

The votes were recorded as follows:

- 50,692,171 votes "for"

- 277,223,746 votes "against"

- 0 votes "abstain" and

- 3,854,342 votes were "not casted".

III. Not to approve the authorization of the Chairperson of the Board of Directors to sign the updated Articles of Incorporation of the Company that will be filed with the Trade Register.

This item is adopted with 277,223,746  votes representing 84.5411 % of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 9 of the Articles of Incorporation correlated with Article 115 (1) of Law no. 31/1990.

The votes were recorded as follows:

- 50,692,171 votes "for"

- 277,223,746 votes "against"

- 0 votes "abstain" and

- 3,854,342 votes were "not casted".

IV. Approve the following authorization of S.N.G.N. "ROMGAZ" - S.A.'s representative in the General Meeting of Shareholders of S.C. AMGAZ S.A. to participate in the general meeting of shareholders that will be convened for approval of increase of S.C. AMGAZ S.A.'s share capital:

a) For the increase of S.C. AMGAZ S.A.'s share capital by RON 1,900,000, as contribution in cash by issuing new nominal shares with nominal value of RON 10 each share, specifying that such increase shall be used prevalently for payment of the outstanding debt to Sucursala de Interventii, Reparatii Capitale si Operatii Speciale la Sonde (SIRCOSS) Medias, representing the equivalent value of supplied services and late payment penalties calculated until the date of payment;

b) For exercising the preference right of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. provided at Article 216, paragraph 1 of the Company Law No. 31/1990 related to the increase of share capital of S.C. AMGAZ S.A., by acquisition of nominal shares belonging to S.N.G.N. "ROMGAZ" - S.A. according to its participation share of 35%.

This item is adopted with 327,915,917 votes representing 100 % of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 9 of the Articles of Incorporation correlated with Article 115 (1) of Law no. 31/1990.

The votes were recorded as follows:

- 327,915,917 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 3,854,342 votes were "not casted".

V. Establishing August 17, 2015 as "The Record Date", respectively the date for identifying the shareholders who are affected by the Resolutions of the Extraordinary General Meeting of Shareholders.

This item is adopted with 327,915,917 votes representing 100 % of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 9 of the Articles of Incorporation correlated with Article 115 (1) of Law no. 31/1990.

The votes were recorded as follows:

- 327,915,917 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 3,854,342 votes were "not casted".

VI. Authorize the Chairperson and the Secretary of the meeting to sign the resolution of the Extraordinary General Meeting of Shareholders

This item is adopted with 327,915,917 votes representing 100 % of the total votes held by the present or represented shareholders, or who cast their vote by correspondence, in accordance with the provisions of Article 15 paragraph 9 of the Articles of Incorporation correlated with Article 115 (1) of Law no. 31/1990.

The votes were recorded as follows:

- 327,915,917 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 3,854,342 votes were "not casted".

The present Resolution is signed today, July 30, 2015, in Medias, in 4 (four) original copies.

MANDATED CHAIRPERSON,

Dumitru CHISALITA

Secretary on behalf of the shareholders,

Liviu STOICAN