Last checked at 30 Dec 2019 14:10
CURRENT REPORT
In compliance with Law no. 24/2017 regarding Issuers of Financial Instruments and Market Operations and A.S.F. Regulation no. 5/2018
Report date: December 30, 2019
Company name: Societatea Nationala de Gaze Naturale ROMGAZ S.A.
Address: Medias, 4 Constantin I. Motas Square, Sibiu County - Romania, 551130
Phone/fax no: 004-0374-401020 / 004-0269-846901
Fiscal Code: RO14056826
LEI Code: 2549009R7KJ38D9RW354
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:
·; Supplemented Agenda for the Convening Notice of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on January 15 (16), 2020, 1:00 PM (Romania time)
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 Economy, Energy and Business Environment, the Board of Directors approved the supplement of the agenda of the Convening Notice of the Extraordinary General Meeting of Shareholders for January 15(16), 2020 (EGMS) by adding three new items.
The supporting documents for new items on the agenda may be reviewed at ROMGAZ Correspondence Entry, as well as on the Company's website www.romgaz.ro, Investor Relations Section - General Meeting of Shareholders.
The Supplement to the Convening Notice of the EGMS 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 EGMS on January 15 (16), 2020
Chief Executive Officer,
Constantin Adrian VOLINTIRU
---------------------------------------------
SUPPLEMENT TO THE CONVENING NOTICE
OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
on January 15, 2020
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 Extraordinary General Meeting of Shareholders (EGMS) on January 15, 2020 made by the shareholder the Romanian State, represented by the Ministry of Economy, Energy and Business Environment, by letter no. 6048/VDP from December 24, 2019, registered at S.N.G.N. "ROMGAZ" - S.A. under no. 44497 from December 24, 2019, the provisions of art. 92, par. 3 of Law No. 24/2017 on issuers of financial instruments and market operations, the provisions of art. 189 of Regulation no. 5/2018 on issuers of financial instruments and market operations of the Financial Supervisory Authority, the agenda of the Extraordinary General Meeting of Shareholders on January 15, 2020, initially published in the Official Gazette - Part IV- no. 5152 of December 11, 2019, in "Jurnalul National" daily newspaper no. 522 of December 11, 2019 and on the company's website (www.romgaz.ro) starting from December 11, 2019, will be supplemented as follows:
1. Approval to increase SNGN Romgaz SA - Filiala de Inmagazinare Gaze Naturale DEPOGAZ Ploiesti SRL share capital, by the inflow of capital in kind to the existing share capital with the fixed assets owned by SNGN Romgaz SA, which are used to the storage activity, in compliance with the law.
2. Approval to authorise SNGN Romgaz SA Board of Directors to coordinate the process of issuing new shares in SNGN Romgaz SA - Filiala de Inmagazinare Gaze Naturale DEPOGAZ Ploiesti SRL in exchange of the inflow of capital in kind by SNGN Romgaz SA
3. Approval to authorise SNGN Romgaz SA Board of Directors to take all steps and to fulfil all necessary and legal procedures for successfully increasing the share capital of SNGN Romgaz SA - Filiala de Inmagazinare Gaze Naturale DEPOGAZ Ploiesti SRL
Therefore, following supplementation, the agenda of the Extraordinary General Meeting of Shareholders on January 15, 2020, 1:00 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 January 6, 2020 ("Reference Date") in the Company Shareholder Registry, kept and issued by the Depozitarul Central S.A, shall be the following:
AGENDA:
Item 1 Approval to increase SNGN Romgaz SA - Filiala de Inmagazinare Gaze Naturale DEPOGAZ Ploiesti SRL share capital, by the inflow of capital in kind to the existing share capital with the fixed assets owned by SNGN Romgaz SA, which are used to the storage activity, in compliance with the law.
Item 2 Approval to authorise SNGN Romgaz SA Board of Directors to coordinate the process of issuing new shares in SNGN Romgaz SA - Filiala de Inmagazinare Gaze Naturale DEPOGAZ Ploiesti SRL in exchange of the inflow of capital in kind by SNGN Romgaz SA
Item 3 Approval to authorise SNGN Romgaz SA Board of Directors to take all steps and to fulfil all necessary and legal procedures for successfully increasing the share capital of SNGN Romgaz SA - Filiala de Inmagazinare Gaze Naturale DEPOGAZ Ploiesti SRL
Item 4 Approval to change the main scope of activity of S.N.G.N. Romgaz S.A. - Underground Gas Storage Subsidiary Depogaz Ploiesti S.R.L. from NACE class 5210 - "Warehousing and Storage" to NACE 0910 - "Support activities for petroleum and natural gas extraction"
Item 5 Approval to amend the Articles of Incorporation of S.N.G.N. Romgaz S.A. - Underground Gas Storage Depogaz Ploiesti S.R.L., as follows:
"Chapter II. SCOPE OF ACTIVITY
ARTICLE 2.1 The company's scope of activity is:
- the main scope of activity is "Support activities for petroleum and natural gas extraction" corresponding to NACE Group 091
main activity:
- support activities for petroleum and natural gas extraction corresponding to NACE code 0910
secondary activities:
- NACE code 5210 - Warehousing and storage
NACE code 7022 - Business and other management consultancy activities
NACE code 4221 - Construction of utility projects for fluids;
NACE code 7112 - Engineering activities and related technical consultancy;
NACE code 4321 - Electrical installation;
NACE code 7120 - Technical testing and analysis, including for natural gas;
NACE code 2562 - General mechanics operations;
NACE code 5224 - Handling activities".
Item 6 Authorise the Director General of S.N.G.N. Romgaz S.A. to sign the update and the proposed amendments to the Articles of Incorporation of S.N.G.N. Romgaz S.A. - Depogaz Ploiesti S.R.L. Natural Gas Underground Storage Subsidiary
Item 7 Authorise the chairman of the meeting and the secretary to sign the Resolution of the Extraordinary General Meeting of Shareholders
The supplemented resolution draft of the EGMS will be available on the website of the company at www.romgaz.ro at Investor Relations/GMS starting with January 3, 2020.
CHAIRMAN OF
THE BOARD OF DIRECTORS
STAN-OLTEANU MANUAELA-PETRONELA