Romgaz S Regulatory News (SNGR)

HEADLINE ALTERATION

The headline for the Romgaz announcement released on 30-Jul-2014 14:51 under RNS No. 7741N should read Result of EGM and not Notice of EGM.

The announcement text is unchanged and is reproduced in full below.

CURRENT REPORT

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

CNVM Regulation no. 1/2006

Report date: July 30, 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 events to be reported:

· Resolution of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of July 30,2014 (EGMS);

· Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of July 30,2014 (OGMS);

· Election of Mr. Sergiu Cristian Manea as Director of S.N.G.N. ROMGAZ S.A. for the vacancy following the resignation of Mr. Adrian - Constantin Volintiru.

· Approval of the amendments to the Articles of Incorporation of S.N.G.N. ROMGAZ S.A;

· Approval of Corporate Governance Rules of S.N.G.N. ROMGAZ S.A.

The quorum conditions for both meetings of EGMS and OGMS have been fulfilled according to the provisions of Article 15, paragraph 9 and paragraph 7 from the Articles of Incorporation and of Article 115, paragraph 1 and of Article 112, paragraph 1 from the Company Law no.31/1990.

Attached:

Resolution no.5 of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of July 30, 2014;

Resolution no. 6 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of July 30,2014.

DIRECTOR GENERAL,

Virgil - Marius METEA

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RESOLUTION No. 5/July 30, 2014

of the Extraordinary General Meeting of Shareholders

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

Registered office: Piata Constantin Motas 4, 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, July 30, 2014, 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 at the headquarters of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., located in Medias, Piata Constantin Motas 4, Sibiu county, the conference room, the EGMS being opened by its Chairman, Mrs. Aurora Negrut, as Chairman of the Board of Directors.

Whereas:

· The convening notice for the EGMS published in the Official Gazette Part IV, no. 3616 of June 27, 2014, in "Bursa" daily newspaper of June 26, 2014 and on the company's website (www.romgaz.ro), starting from June 27, 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, 18 shareholders are present or represented, holding a number of 340.482.291  shares, representing 88,3400%  % of the subscribed and paid up share capital, representing 88,3400%  of the total voting rights. The quorum condition is fulfilled according to the provisions of Article 15 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 and Mr. Mihai Darie as EGMS secretariesand the Company appoints Mrs. Antal Anca as technical secretary of the EGMS.

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

I. Approve the modification of the Articles of Incorporation of Societatea Nationala de Gaze Naturale "Romgaz"- S.A. as follows:

a) Article 6 paragraph 3 shall be amended to read as follows:

"The Romanian State holds a number of 269,823,080 shares."

b) A new paragraph 6 shall be inserted after paragraph 5 Article 6 and shall read as follows:

"Romanian and foreign, natural and legal persons hold a number of 57,813,360 shares."

This item is adopted with 329.545.682 votes representing 99,9197% of the total votes held by the present or represented shareholders, in accordance with Article 15 of the Articles of Incorporation correlated with Article 115 (1) of Law no.31/1990.

The votes were recorded as follows:

- 329.545.682 votes "for"

- 264.998 votes "against"

- 0 votes "abstain" and

- 10.671.611 votes were "not casted".

II. Approve the Corporate Governance Rules of Societatea Nationala de Gaze Naturale "ROMGAZ"- S.A. 

This item is adopted with 322.410.014  votes representing 97,7561% of the total votes held by the present or represented shareholders, in accordance with Article 15 of the Articles of Incorporation correlated with Article 115 (1) of Law no.31/1990.

The votes were recorded as follows:

- 322.410.014 votes "for"

- 7.400.666 votes "against"

- 0 votes "abstain" and

- 10.671.611 votes were "not casted".

III. Approve to amend item 1 of the Resolution no. 4/April 29, 2013 of the Extraordinary General Meeting of Shareholders, to read as follows:

Approve to set up a work location belonging to S.N.G.N. "ROMGAZ"-S.A., as follows:

Address: Calea Plevnei No. 141, bl. 1, sc.A, ground floor, apartment 1, Bucharest

No. of personnel: 5 positions

Scope of activity: - business and other management consultancy activities, CAEN code 7022

- trade of electricity CAEN code 3514

- trade of gas through mains CAEN code 3523

Following the modification of item 1 of the Resolution no. 4/April 29, 2013 of the Extraordinary General Meeting of Shareholders, it will read as follows:

Approve to set up a work location belonging to S.N.G.N. "ROMGAZ"-S.A., as follows:

Address: Calea Plevnei No. 141, bl. 1, sc.A, ground floor, apartment 1, Bucharest

No. of personnel: 5 positions

Scope of activity: - business and other management consultancy activities, CAEN code 7022

- trade of electricity CAEN code 3514

- trade of gas through mains CAEN code 3523

This item is adopted with 329.794.926  votes representing 99,9952% of the total votes held by the present or represented shareholders, in accordance with Article 15 of the Articles of Incorporation correlated with Article 115 (1) of Law no.31/1990. The votes were recorded as follows:

- 329.794.926 votes "for"

- 15.754 votes "against"

- 0 votes "abstain" and

- 10.671.611 votes were "not casted".

IV. Establish August 18, 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 329.794.926  votes representing 99,9952%  of the total votes held by the present or represented shareholders, in accordance with Article 15 of the Articles of Incorporation correlated with Article 115 (1) of Law no.31/1990.

The votes were recorded as follows:

- 329.794.926 votes "for"

- 15.754 votes "against"

- 0 votes "abstain" and

- 10.671.611 votes were "not casted".

V. Authorize the Chairman of the Board of Directors and the Secretaries of the Meeting to execute the Resolution of the Extraordinary General Meeting of Shareholders, as per Article 16, paragraph 1 of the Articles of Incorporation of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.

This item is adopted with 329.794.926 votes representing 99,9952% of the total votes held by the present or represented shareholders, in accordance with Article 15 of the Articles of Incorporation correlated with Article 115 (1) of Law no.31/1990.

The votes were recorded as follows:

- 329.794.926 votes "for"

- 15.754 votes "against"

- 0 votes "abstain" and

- 10.671.611 votes were "not casted".

This resolution is executed, today, July 30, 2014, in Medias, in 4 (four) original copies.

CHAIRMAN

OF

THE BOARD OF DIRECTORS

Aurora NEGRUT

Secretaries representing the shareholders:

Liviu Stoican

Mihai Darie

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 RESOLUTION NO. 6/July 30, 2014

of the Ordinary General Meeting of Shareholders

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

Registered office: Piata Constantin Motas 4, 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, July 30, 13:00 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 Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., located in Medias, Piata Constantin Motas 4, Sibiu county, the conference room, the OGMS being opened by its Chairman, Mrs. Aurora Negrut, as Chairman of the Board of Directors.

Whereas:

· The convening notice for the OGMS published in the Official Gazette of Romania, Part IV, no. 3616 of June 27, 2014, in "Bursa" daily newspaper of June 26, 2014 and on the company's website (www.romgaz.ro), starting from June 27, 2014;

· The supplement to the convening notice for the OGMS published in the Official Gazette of Romania, Part IV, no. 3909 of July 16, 2014, in "Bursa" daily newspaper of July 16, 2014 and on the company's website (www.romgaz.ro), starting from July 16, 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 OGMS is legally established and statutory, 15 shareholders are present or represented, holding a number of 302.461.702 shares, representing 78,4754%  of the subscribed and paid up share capital, representing 78,4754% of the total voting rights. The quorum condition is fulfilled according to the provisions of Article 15 from the Articles of Incorporation and of Article 112, paragraph 1, Company Law no. 31/1990 ("Law no. 31/1990").

The Chairman notes that the OGMS 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 and Mr. Mihai Darie as OGMS secretaries and the Company appoints Mrs. Antal Anca as technical secretary of the OGMS.

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

I. Elect Mr. Manea Sergiu Cristian as Director of Societatea Nationala de Gaze Naturale "ROMGAZ" - SA Medias, on the vacant position in the Board of Directors of SNGN Romgaz SA further to the resignation of Mr. Adrian Constantin Volintiru from his position. The mandate shall be enforced from the date the position is accepted according to legal provisions and shall be valid until May 14, 2017.

This item is adopted with 286.579.173 votes representing 98,2142% 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 of the Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990.

The votes were recorded as follows:

- 286.579.173 votes "for"

- 1.212.853 votes "against"

- 3.998.065 votes "abstain" and

- 10.671.611 votes were "not casted".

II. Mandate Mr. Cornel Bobalca, as representative of the majority shareholder the Romanian State, represented by the Ministry of Economy through the Energy Department for signing the Director's Agreement with Mr. Manea Sergiu Cristian.

This item is adopted with 286.579.173 votes representing 98,2142% 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 of the Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990.

The votes were recorded as follows:

- 286.579.173 votes "for"

- 1.212.853 votes "against"

- 3.998.065 votes "abstain" and

- 10.671.611 votes were "not casted".

III. Establish the Income and Expenditure Budget of Societatea Nationala de Gaze Naturale "ROMGAZ" - SA for the financial year 2014, according to the provisions of GD 570/2014.

This item is adopted with 289.611.720 votes representing 99,4306% 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 of the Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990.

The votes were recorded as follows:

- 289.611.720 votes "for"

- 1.658.371 votes "against"

- 0 votes "abstain" and

- 11.191.611 votes were "not casted".

IV. Does not approve the additional variable remuneration of Board of Directors members according to SNGN Romgaz SA shares performance and of the form of Addendum to the Directors' Agreement to be concluded with the Board of Directors members in this respect.

This item is adopted with 273.771.861 votes representing 93,9924% 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 of the Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990.

The votes were recorded as follows:

- 17.498.230 votes "for"

- 273.771.861 votes "against"

- 0 votes "abstain" and

- 11.191.611 votes were "not casted".

V. Does not approve to mandate the company Board of Directors to implement a system of variable remuneration of Romgaz management according to SNGN Romgaz SA shares performances.

This item is adopted with 270.088.078 votes representing 92,7277% 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 of the Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990.

The votes were recorded as follows:

- 21.182.013 votes "for"

- 270.088.078 votes "against"

- 0 votes "abstain" and

- 11.191.611 votes were "not casted".

VI. Does not approve to mandate Mr. Cornel Bobalca to sign the addendum to the Directors' Agreement to be concluded with the Board of Directors members.

This item is adopted with 273.771.861 votes representing 93,9924% 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 of the Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990.

The votes were recorded as follows:

- 17.498.230 votes "for"

- 273.771.861 votes "against"

- 0 votes "abstain" and

-11.191.611 votes were "not casted".

VII. Establish August 18, 2014 as "The Record Date", in accordance with the provisions of Article 238 of Law No. 297/2004 on the capital market, as the date for identifying the shareholders who are affected by the Resolutions of the Ordinary General Meeting of Shareholders.

This item is adopted with 291.790.091 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 of the Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990.

The votes were recorded as follows:

- 291.790.091 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 10.671.611 votes were "not casted"

VIII. Authorize the Chairman of the Board of Directors and the Secretaries of the Meeting to sign the Resolution of the Ordinary General Meeting of Shareholders, according to the provisions of Article 16, paragraph 1 of SNGN Romgaz SA Articles of Incorporation. 

This item is adopted with 291.790.091 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 of the Articles of Incorporation correlated with Article 112 (1) of Law no.31/1990.

The votes were recorded as follows:

- 291.790.091 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 10.671.611 votes were "not casted"

This Resolution is signed today, July 30, 2014, in Medias, in 4 (four) original copies.

CHAIRMAN

OF

THE BOARD OF DIRECTORS

Aurora NEGRUT

Secretaries on behalf of the shareholders:

Liviu Stoican

Marius Darie