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: November 04, 2014Company 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 November 04,2014 (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.9 of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of November 04, 2014.

Director General,

Virgil - Marius Metea

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RESOLUTION No. 9/November 4, 2014

of the Extraordinary General Meeting of Shareholders

Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.

Registered office: 4 Constantin Motas square, Medias, Sibiu County, Romania, registered with the Trade Register Office attached to Sibiu Law Court under no. J32/392/2001, fiscal code RO 14056826

Today, November 4, 2014, 12:00 noon (Romania time), the shareholders of Societatea Naţională 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, the conference room, the EGMS being opened by its Chairman of the Meeting, 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. 5988 of September 30, 2014, in "Bursa" daily newspaper of September 30, 2014 and on the company's website (www.romgaz.ro), starting from September 30, 2014;

· 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 Chairman notes that the EGMS is legally established and statutory, 19 shareholders are present, represented, or voted by correspondence, holding a number of 332,609,382 shares, representing 86.2974 % of the subscribed and paid up share capital, representing 86.2974 % 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 Chairman notes that the EGMS is statutory and legally established and it can adopt 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 EGMS.

Further to the debates, "ROMGAZ" shareholders decide as follows:

I. Approve the Director Agreement for Mr. Manea Sergiu-Cristian

This item is adopted with 322,334,235 votes representing 100% of the total votes held by the present represented or voting by correspondence shareholders, in accordance with 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:

- 322,334,235 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 10,275,147 votes were "not casted".

II. Authorize Mr. Liviu Stoican, acting as representative of the Romanian State as major shareholder, represented by the Ministry of Economy, by the Department for Energy, to sign the Director Agreement between "ROMGAZ" and Mr. Manea Sergiu-Cristian, acting as member of the Board of Directors.

This item is adopted with 322,334,235 votes representing 100% of the total votes held by the present, represented or voting by correspondence shareholders, in accordance with 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:

- 322,334,235 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 10,275,147 votes were "not casted".

III. Establish November 20, 2014 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 322,334,235 votes representing 100% of the total votes held by the present, represented or voting by correspondence shareholders, in accordance with 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:

- 322,334,235 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 10,275,147 votes were "not casted".

IV. Authorize the Chairman of the Meeting and the Secretary of the Meeting to execute the Resolution of the Extraordinary General Meeting of Shareholders.

This item is adopted with 322,334,235 votes representing 100% of the total votes held by present, represented or voting by correspondence shareholders, in accordance with 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:

- 322,334,235 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 10,275,147 votes were "not casted".

This resolution is executed, today, November 4, 2014, in Medias, in 4 (four) original copies.

CHAIRMAN

Dumitru CHISALITA

Secretary representing the shareholders:

Liviu Stoican