Last checked at 30 May 2017 07:51
CURRENT REPORT
In compliance with Law 24/2017 regarding Issuers of Financial Instrument and Market Operations and CNVM Regulation no. 1/2006
Report date: May 30, 2017Company 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:
· Supplemented Agenda for the Convening Notice of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. for June 15 (16), 2017
Considering the request made by 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, the Board of Directors approved the supplement of the agenda of the Convening Notice of the Ordinary General Meeting of Shareholders for June 15 (16), 2017 (OGMS) by adding six new items.
The new items on the Agenda of OGMS mainly refer to:
Ø Approval of S.N.G.N. Romgaz S.A. net profit distribution proposal for financial year 2016 and distribution of some reserves and retained earnings under the form of dividends;
Ø Approval of gross dividend per share;
Ø Establish "payment date"
The supporting documents for new items on the agenda will be available for shareholders as from May 31, 2017.
All documents will be available at ROMGAZ Correspondence Entry, as well as on the Company's website www.romgaz.ro, Investor Relations Section - General Meeting of Shareholder.
The Supplement to the Convening Notice of the OGMS is to be published in the Official Gazette of Romania Part IV and in at least one widely-spread Romanian newspaper.
Attached:
Supplement to the Convening Notice of the OGMS on April 15 (16), 2017
Director General
Virgil - Marius METEA
....................................................................................................................
SUPPLEMENT TO THE CONVENING NOTICE
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
on June 15, 2017
The Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., with the registered office in Medias, 4 Constantin Motas square, Sibiu county, registered with the Trade Register Office of Sibiu Law Court under number J32/392/2001, fiscal registration number RO 14056826, considering the request to supplement the agenda of the Ordinary General Meeting of Shareholders (OGMS) made by the shareholder the ROMANIAN STATE, represented by the MINISTRY OF ENERGY by letter no. 15876 of May 26, 2017, the provisions of art. 7 of the National Securities Commission Regulation no. 6/2009 on the exercise of certain rights of shareholders at general meetings of companies, the provisions of art. 1171 of the Law on Companies no. 31/1990, the agenda of the Ordinary General Meeting of Shareholders, initially published in the Official Gazette - Part IV- no. 1590 of May 12, 2017, in "Bursa" daily newspaper no. 18 of May 12, 2017 and on the company's website (www.romgaz.ro) starting from May 12, 2017 will be supplemented as follows:
1) Approve the net profit distribution proposal for financial year 2016 of Societatea Nationala de Gaze Naturale "ROMGAZ" SA and the distribution as dividends of reserves and retained earnings, as follows:
I. Net profit distribution for financial year 2016
Indicators | Value (RON) | |
1 | 2 | |
A. | Gross result of financial year | 1,280,695,680.62 |
B. | Current income tax | 278,582,478.32 |
C. | Deferred income tax | 22,466,015.04 |
D. | Net result of financial year [A.-B.+C.], from which: | 1,024,579,217.34 |
a) | Legal reserve | - |
b) | Other reserves representing fiscal facilities provided by law (Law no. 227/2015-Article 22) | 83,256,708.00 |
c) | Retained earnings of accounting income of the previous years | - |
c¹) | Set up own financing sources for projects co-financed from external loans | - |
d) | Other distributions provided by special laws | - |
E. | Remaining net profit to be distributed (D-d) | 941,322,509.34 |
e) | Employees participation to profit | 23,060,501.00 |
f) | Dividends due to shareholders (90.2823% of the net profit to be distributed (D)) - dividend / share (rounded) | 925,013,760.00
2.40 |
g) | Profit for setting up own financing sources (E-f) | 16,308,749.34 |
| TOTAL DISTRIBUTIONS | 1,024,579,217.34 |
II. Distribution of some reserves and retained earnings under the form of dividends
In accordance with G.E.O. no. 29/2017, Articles I, II and III and the provisions of Memorandum no. 20/65552/April 5, 2017, the amount proposed for distribution is with RON 547,299,808 additional to the amount of RON 925,013,760 of 2016 profit.
The value of the additional dividend per share resulted further the distribution of RON 547,299,808, is of RON 1.42/share.
Such amount will be distributed as follows: RON 435,387,655 from the retained earnings (the share corresponding to the development quota established in accordance with the G.D. no. 168/1998) and RON 111,912,153 from the retained earnings representing the surplus achieved from the reassessment reserves.
2) Approve the gross dividend per share composed of the gross dividend per share for financial year 2016 and the gross dividend resulted further to the distribution of some reserves and of the retained earnings, the dividend payment method and term;
3) Set July 5, 2017, as registration date, namely the date for identifying the shareholders that benefit from dividends or other rights and who are affected by the Resolution of the Ordinary General Meeting of Shareholders;
4) Establish July 04, 2017 as "ex date" representing the date falling one settlement cycle minus one business day before the Registration Date, as of which the financial instruments provided under the corporate bodies' resolutions are traded without the rights resulting from such resolution;
5) Establish July 26, 2017, as the payment date, that is the calendar date when the distribution of the revenues related to owning securities, consisting of cash and securities, will be certain;
6) Authorizing the representative of the shareholder Ministry of Energy to sign the Director's Agreement with the new members of the Board of Directors.
Therefore, the agenda of the Ordinary General Meeting of Shareholders on April 25, 2017, 2:00 pm (Romania time) that will take place at S.N.G.N. "ROMGAZ"- S.A. headquarters in Medias, 4 Constantin Motas square, Sibiu County, the conference room, where only shareholders may attend and cast their vote who are registered on June 2, 2017 ("Reference Date") in the Company Shareholder Registry, kept and issued by the Depozitarul Central S.A, shall be the following:
AGENDA
Item 1 Approve the net profit distribution proposal for financial year 2016 of Societatea Nationala de Gaze Naturale "ROMGAZ" SA and the distribution as dividends of reserves and retained earnings, as follows:
I. Net profit distribution for financial year 2016
Indicators | Value (RON) | |
1 | 2 | |
A. | Gross result of financial year | 1,280,695,680.62 |
B. | Current income tax | 278,582,478.32 |
C. | Deferred income tax | 22,466,015.04 |
D. | Net result of financial year [A.-B.+C.], from which: | 1,024,579,217.34 |
a) | Legal reserve | - |
b) | Other reserves representing fiscal facilities provided by law (Law no. 227/2015-Article 22) | 83,256,708.00 |
c) | Retained earnings of accounting income of the previous years | - |
c¹) | Set up own financing sources for projects co-financed from external loans | - |
d) | Other distributions provided by special laws | - |
E. | Remaining net profit to be distributed (D-d) | 941,322,509.34 |
e) | Employees participation to profit | 23,060,501.00 |
f) | Dividends due to shareholders (90.2823% of the net profit to be distributed (D)) - dividend / share (rounded) | 925,013,760.00
2.40 |
g) | Profit for setting up own financing sources (E-f) | 16,308,749.34 |
| TOTAL DISTRIBUTIONS | 1,024,579,217.34 |
II. Distribution of some reserves and retained earnings under the form of dividends
In accordance with G.E.O. no. 29/2017, Articles I, II and III and the provisions of Memorandum no. 20/65552/April 5, 2017, the amount proposed for distribution is with RON 547,299,808 additional to the amount of RON 925,013,760 of 2016 profit.
The value of the additional dividend per share resulted further the distribution of RON 547,299,808, is of RON 1.42/share.
Such amount will be distributed as follows: RON 435,387,655 from the retained earnings (the share corresponding to the development quota established in accordance with the G.D. no. 168/1998) and RON 111,912,153 from the retained earnings representing the surplus achieved from the reassessment reserves.
Item 2 Approve the gross dividend per share composed of the gross dividend per share for financial year 2016 and the gross dividend resulted further to the distribution of some reserves and of the retained earnings, the dividend payment method and term
Item 3 Set July 5, 2017, as registration date, namely the date for identifying the shareholders that benefit from dividends or other rights and who are affected by the Resolution of the Ordinary General Meeting of Shareholders
Item 4 Establish July 04, 2017 as "ex date" representing the date falling one settlement cycle minus one business day before the Registration Date, as of which the financial instruments provided under the corporate bodies' resolutions are traded without the rights resulting from such resolution
Item 5 Establish July 26, 2017, as the payment date, that is the calendar date when the distribution of the revenues related to owning securities, consisting of cash and securities will be certain
Item 6 Authorizing the representative of the shareholder Ministry of Energy to sign the Director's Agreement with the new members of the Board of Directors
Item 7 Approval of the Quarterly Report of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. Medias regarding its economic and financial activity on March 31, 2017 (period January 1, 2017 - March 31, 2017), which includes:
a) Information on the performance of the directors' mandate contracts, 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;
c) Interim individual financial statements (unaudited) for the Quarter ending on March 31, 2017.
Item 8 Approval of the procurement by Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. Medias external legal consulting, assistance and representation for recovering the eligible amounts nominated as prejudice by the Romania's Court of Accounts - Sibiu Branch, further to the audit performed in 2016
Item 9 Approval of Romgaz Board of Directors mandate to coordinate the procurement of professional external legal consulting, assistance and representation for recovering the eligible amounts nominated as prejudice by the Romania's Court of Accounts - Sibiu Branch, further to the audit performed in 2016
Item 10 Establishing July 5, 2017 as "The Record Date", namely as the date of identifying the shareholders who are affected by the Resolutions of the Ordinary General Meeting of Shareholders
Item 11 Authorizing the Chairperson and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders
The supplemented resolution draft of the OGMS will be available on the website of the company at www.romgaz.ro at Investor Relations/GMS starting with May 31, 2017.
CHAIRMAN OF
THE BOARD OF DIRECTORS
Sebastian Gabriel TCACIUC