Last checked at 27 Mar 2020 14:56
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: March 27, 2020
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 Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on April 13 (14), 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 Ordinary General Meeting of Shareholders for April 13(14), 2020 (OGMS) by adding three new items.
The new items refer to the approval to extend S.N.G.N. Romgaz S.A. Board members' mandates by two months as of the expiration date, in compliance with the provisions of article 641 para (5) of GEO no. 109/2011 on corporate governance of public companies, approved and subsequently amended and supplemented by Law no.111/2016, as amended from time to time.
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 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 13 (14), 2020
Chief Executive Officer,
Constantin Adrian VOLINTIRU
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SUPPLEMENT TO THE CONVENING NOTICE
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
on April 13, 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 Ordinary General Meeting of Shareholders (OGMS) on January 15, 2020 made by the shareholder the Romanian State, represented by the Ministry of Economy, Energy and Business Environment, by letter no. 3033/VDP from March 24, 2020, registered at S.N.G.N. "ROMGAZ" - S.A. under no. 11392 from March 24, 2020, 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 Ordinary General Meeting of Shareholders on April 13, 2020, initially published in the Official Gazette - Part IV- no. 960 of March 11, 2020, in "Jurnalul National" daily newspaper no. 581 of March 11, 2020 and on the company's website (www.romgaz.ro) starting from March 11, 2020, will be supplemented as follows:
1. Approval to extend SNGN Romgaz S.A. Board members' mandates by two months as of the expiration date, in compliance with the provisions of article 641 para (5) of GEO no. 109/2011 on corporate governance of public companies, approved and subsequently amended and supplemented by Law no. 111/2016, as amended from time to time;
2. Approve the addendum to the contract of mandate related to extending the mandate of Board members by two months as of the expiration date;
3. Mandate a representative of the shareholders or one of the shareholders, appointed by the chairman of the board of directors/chairman of the meeting within the general meeting of shareholders, to sign the addenda to the contracts of mandate with SNGN Romgaz SA Board members.
Therefore, following supplementation, the agenda of the Ordinary General Meeting of Shareholders on April 13, 2020, 1:00 pm (Romania time) that will take place at the SNGN ROMGAZ SA working point located in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5th floor, where only shareholders may attend and cast their vote who are registered on April 2, 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 extend SNGN Romgaz S.A. Board members' mandates by two months as of the expiration date, in compliance with the provisions of article 641 para (5) of GEO no. 109/2011 on corporate governance of public companies, approved and subsequently amended and supplemented by Law no. 111/2016, as amended from time to time
Item 2 Approve the addendum to the contract of mandate related to extending the mandate of Board members by two months as of the expiration date
Item 3 Mandate a representative of the shareholders or one of the shareholders, appointed by the chairman of the board of directors/chairman of the meeting within the general meeting of shareholders, to sign the addenda to the contracts of mandate with SNGN Romgaz SA Board members
Item 4 Approval of Romgaz Individual Income and Expenditure Budget for 2020
Item 5 Presentation of Romgaz Group Consolidated Income and Expenditure Budget for 2020
Item 6 Authorisation of 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 March 31, 2020.
CHAIRMAN OF
THE BOARD OF DIRECTORS
STAN-OLTEANU MANUAELA-PETRONELA