Last checked at 11 Apr 2018 13:39
CURRENT REPORT
In compliance with Law 24/2017 regarding Issuers of Financial Instruments and Market Operations and CNVM Regulation no. 1/2006
Report date: April 11, 2018
Company name: Societatea Nationala de Gaze Naturale ROMGAZ S.A.
Address: Medias, 4 Constantin I. Motas Square, Sibiu County - Romania, 551130
Phone/fax no: 004-0269-201020 / 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. for April 26 (27), 2018
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 April 26 (27), 2018 (OGMS) by adding three new items.
The supporting documents for new items on the agenda will be available for shareholders as from April 14, 2018.
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 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 OGMS on April 26 (27), 2018
Director General,
Corin Emil CINDREA
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SUPPLEMENT TO THE CONVENING NOTICE
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
on April 26, 2018
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 April 26, 2018 made by the shareholder the ROMANIAN STATE, represented by the MINISTRY OF ENERGY, by letter no. 10351/AA from April 5, 2018, registered at S.N.G.N. "ROMGAZ" - S.A. under no. 11088 from April 5, 2018, 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 on April 26, 2018, initially published in the Official Gazette - Part IV- no. 1226 of March 26, 2018, in "Bursa" daily newspaper no. 56 of March 26, 2018 and on the company's website (www.romgaz.ro) starting from March 26, 2018, will be supplemented as follows:
§ Extend the mandates of the interim directors with a 2 months term from the expiry date, according to the provisions of art. 641 para (5) of GEO 109/2011;
§ Approve the conclusion of addenda to the director agreements to extend by 2 months the term of the director agreements of interim directors;
§ Mandate the representative of the major shareholder, the Ministry of Energy, to sign the addenda for the extension of the director agreements of interim directors.
Therefore, following supplementation, the agenda of the Ordinary General Meeting of Shareholders on April 26, 2018, 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 April 16, 2018 ("Reference Date") in the Company Shareholder Registry, kept and issued by the Depozitarul Central S.A, shall be the following:
AGENDA
Item 1 Board of Directors' Report on the activity performed in 2017
Item 2 Report of the Independent Auditor DELOITTE AUDIT S.R.L. on the annual individual financial statements of S.N.G.N. "ROMGAZ"- SA. for the year ended December 31, 2017
Item 3 Approval of the annual individual financial statements for the year ended December 31, 2017 (the individual statement of financial position, the individual statement of global result, the individual statement of changes in stockholders' equity, the individual statement of cash flows, explanatory information on the financial statements) prepared in compliance with the International Financial Reporting Standards (IFRS) based on the Board of Directors' Report for the financial year 2017 and the Report of the Independent Auditor S.C. Deloitte Audit S.R.L. on the individual financial statements of S.N.G.N. "ROMGAZ"- S.A.
Item 4 Approval of distribution of net profit achieved by S.N.G.N. "ROMGAZ"- S.A. in 2017
Item 5 Approval of dividend per share distributed from the net profit achieved in 2017
Item 6 Approval of employees' participation in profit, in accordance with the provisions of Government Ordinance no. 64/2001
Item 7 Approval of allocation of an amount from retained earnings, representing the development quota
Item 8 Approval of dividend per share distributed from retained earnings
Item 9 Approval of total dividend/ dividend per share distributed from the 2017 net profit and retained earnings
Item 10 Annual Report of the Nomination and Remuneration Committee on remuneration and other benefits granted to directors and managers during the financial year 2017, and on fulfilment, as of December 31, 2017 of the performance criteria and objectives set out in the Director's Agreement/Contract of Mandate of the Director General of S.N.G.N. "ROMGAZ"- S.A.
Item 11 Approval of the budgetary discharge of the Board members for the financial year 2017
Item 12 Extend the mandates of the interim directors with a 2 months term from the expiry date, according to the provisions of art. 641 para (5) of GEO 109/2011
Item 13 Approve the conclusion of addenda to the director agreements to extend by 2 months the term of the director agreements of interim directors
Item 14 Mandate the representative of the major shareholder, the Ministry of Energy, to sign the addenda for the extension of the director agreements of interim directors
Item 15 Establishment of July 6, 2018 as the Record Date, that is the date to determine the shareholders eligible to receive dividends or other rights and who are affected by the Resolutions of the Ordinary General Meeting of Shareholders
Item 16 Establishment of July 05, 2018 as "Ex-Date" representing the date falling one settlement cycle minus one business day before the Record Date, as of which the financial instruments provided under the corporate bodies' resolutions are traded without the rights resulting from such resolution
Item 17 Establishment of July 27, 2018 as "Payment Date", which is the calendar day on which distribution of revenue related to securities, consisting of cash or securities, becomes certain
Item 18 Authorize the Chairman 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 April 14, 2018.
CHAIRMAN OF
THE BOARD OF DIRECTORS
NISTORAN DORIN-LIVIU