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: December 17, 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 events to be reported:

· Resolution of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of December 17, 2015 (EGMS);

· Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of December 17, 2015 (OGMS);

The quorum conditions for both meetings of EGMS and OGMS have been fulfilled according to the provisions of Article 15, paragraph 14 and paragraph 12 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.9 of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of December 17, 2015;

Resolution no. 10 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of December 17, 2015.

Director General,

Virgil - Marius METEA

____________________________________________________

RESOLUTION NO. 9/December 17, 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, December 17, 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, Mrs. Aurora Negrut, as Chairperson of the Board of Directors.

Whereas:

· The convening notice for the EGMS published in the Official Journal of Romania, Part IV, no. 6525 of November 16, 2015 , in "Bursa" daily newspaper no. 220 of November 16, 2015 and on the company's website (www.romgaz.ro), starting from November 16, 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, 31 shareholders are present or represented, holding a number of 320,535,658 shares, representing 83.1648% of the subscribed and paid up share capital, representing 83.1648% of the total voting rights. The quorum condition is fulfilled according to the provisions of Article 15 paragraph 14 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 adopt valid resolutions regarding the items on the agenda.

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

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

I. Approves the Quarterly Report of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. Medias regarding its economic and financial activity on September 30, 2015 (Report for January 1, 2015 - September 30, 2015), which includes:

a) information on the performance of the directors' mandate contracts, details on the company's financial performance and on the company's financial statements;

b) fulfilment of performance indicators, review of each indicator in relation with its share of accomplishment and set target value.

This item is adopted with 308,699,157 votes representing 97.8330% 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 14 of the Articles of Incorporation correlated with Article 115 (1) of Law no. 31/1990.

The votes were recorded as follows:

- 308,699,157votes "for"

- 0 votes "against"

- 6,837,704 votes "abstain" and

- 4,998,797 votes were "not casted".

II. Establish January 14, 2016 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 315,526,861 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 14 of the Articles of Incorporation correlated with Article 115 (1) of Law no. 31/1990.

The votes were recorded as follows:

- 315,526,861 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 4,998,797 votes were "not casted".

III. 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 315,526,861 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 14 of the Articles of Incorporation correlated with Article 115 (1) of Law no. 31/1990.

The votes were recorded as follows:

- 315,526,861 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 4,998,797 votes were "not casted".

The present Resolution is signed today, December 17, 2015, in Medias, in 4 (four) original copies.

CHAIRPERSON

Aurora NEGRUT

Secretary on behalf of the shareholders

Cornel Bobalca

_____________________________________________________________

RESOLUTION NO. 10/December 17, 2015

of the Ordinary 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, December 17, 2015, 13:00 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 Ordinary General Meeting of Shareholders ("OGMS") 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 OGMS being opened by its Chairperson, Mrs. Aurora Negrut, as Chairperson of the Board of Directors.

Whereas:

· The convening notice for the OGMS published in the Official Journal of Romania, Part IV, no. 6525 of November 16, 2015 in "Bursa" daily newspaper no. 220 of November 16, 2015 and on the company's website (www.romgaz.ro), starting from November 16, 2015;

· The updated Convening Notice of the OGMS, published in the Official Gazette of Romania, Part IV, no. 6757 of December 04, 2015, in "Bursa" daily newspaper no. 231 of December 04, 2015 and on the company's website (www.romgaz.ro), starting from December 04, 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 OGMS is legally established and statutory, 30 shareholders are present or represented, holding a number of 319,585,658 shares, representing 82.9183% of the subscribed and paid up share capital, representing 82.9183% of the total voting rights. The quorum condition is fulfilled according to the provisions of Article 15 paragraph 12 from the Articles of Incorporation and of Article 112, paragraph 1, Company Law no. 31/1990 ("Law no. 31/1990").

The Chairperson 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. Cornel Bobâlcă as OGMS secretary and the Company appoints Mr. Gheorghe Oprisor as technical secretary of the OGMS.

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

I. Set the revised Income and expenditure budget for 2015 of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., in compliance with the provisions of Government Decision no. 936 of November 11, 2015 on approving the revised Income and expenditure budget for 2015 of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., under the authority of the Ministry of Energy, Small and Medium Enterprises and the Business Environment.

This item is adopted with 285,393,140 votes representing 90.7200% 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 12 of the Articles of Incorporation correlated with Article 112 (1) of Law no. 31/1990.

The votes were recorded as follows:

- 285,393,140 votes "for"

- 23,266,317 votes "against"

- 5,927,404 votes "abstain" and

- 4,998,797 votes were "not casted".

II. Following the debates, "ROMGAZ" - S.A. shareholders will gather information on the relationship between Societatea Naţionala de Gaze Naturale "ROMGAZ" - S.A. Medias and Societatea Electrocentrale Bucuresti S.A..

This item is adopted with 285,432,840 votes representing 99.9790% 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 12 of the Articles of Incorporation correlated with Article 112 (1) of Law no. 31/1990.

The votes were recorded as follows:

- 285,432,840 votes "for"

- 0 votes "against"

- 5.887.704 votes "abstain" and

- 28.265.114 votes were "not casted".

III. Establish January 14, 2016 as "The Record Date", respectively the date for identifying the shareholders who are affected by the Resolutions of the Ordinary General Meeting of Shareholders.

This item is adopted with 314,586,861 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 12 of the Articles of Incorporation correlated with Article 112 (1) of Law no. 31/1990.

The votes were recorded as follows:

- 314,586,861 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 4,998,797 votes were "not casted".

IV. Authorize the Chairperson and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders

This item is adopted with 314,586,861 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 12 of the Articles of Incorporation correlated with Article 112 (1) of Law no. 31/1990.

The votes were recorded as follows:

- 314,586,861 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 4,998,797 votes were "not casted".

The present Resolution is signed today, December 17, 2015, in Medias, in 4 (four) original copies.

CHAIRPERSON

Aurora NEGRUT

Secretary on behalf of the shareholders

Cornel Bobalca