Last checked at 14 Nov 2018 14:17
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: November 14, 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: 004-0374-401020 / 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 December 6 (7), 2018, 2:00 PM (Romania time)
· Additional gross dividend proposal of RON 1.86 per share
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 December 6 (7), 2018 (OGMS) by adding five new items. The new items on the Agenda of OGMS refer to:
- Approval of the distribution of RON 716,885,664 as additional dividends, in compliance with art. II and art. III of GEO 29/2017, to the company's shareholders, according to their participation in the company's share capital;
- Approval of the additional gross dividend per share of RON 1.86. Additional gross dividends are to be distributed from the company's reserves, representing own sources of finance;
- Establishment of December 21, 2018, as Record Date;
- Establishment of December 20, 2018, as Ex Date;
- Establishment of December 28, 2018 as Payment Date.
The supporting documents for new items on the agenda will be available for shareholders as from November 26, 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 the OGMS on December 6 (7), 2018
Chief Executive Officer,
Constantin Adrian VOLINTIRU
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SUPPLEMENT TO THE CONVENING NOTICE
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
on December 6, 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 December 6, 2018 made by the shareholder the ROMANIAN STATE, represented by the MINISTRY OF ENERGY, by letter no. 104328/AA from November 13, 2018, registered at S.N.G.N. "ROMGAZ" - S.A. under no. 34901 from November 13, 2018, 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 December 6, 2018, initially published in the Official Gazette - Part IV- no. 4199 of November 5, 2018, in "Bursa" daily newspaper no. 201 of November 5, 2018 and on the company's website (www.romgaz.ro) starting from November 5, 2018, will be supplemented as follows:
§ Approval to distribute the total amount of RON 716,885,664 as additional dividends, in compliance with art. II and art. III of GEO 29/2017, to the company's shareholders, according to their participation in the company's share capital;
§ Approval of the additional gross dividend per share of 1.86 RON/share. Additional gross dividends are to be distributed from the company's reserves, representing own financing source;
§ Establish December 21, 2018 as Record Date, that is the date to determine the shareholders eligible to receive additional dividends or other rights and who are affected by the Resolutions of the Ordinary General Meeting of Shareholders;
§ Establish December 20, 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;
§ Establish December 28, 2018 as Payment Date, which is the calendar day on which distribution of revenue related to securities, consisting of cash or securities, becomes certain.
Therefore, following supplementation, the agenda of the Ordinary General Meeting of Shareholders on December 6, 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 November 27, 2018 ("Reference Date") in the Company Shareholder Registry, kept and issued by the Depozitarul Central S.A, shall be the following:
AGENDA:
Item 1 Appoint S.N.G.N. ROMGAZ S.A. financial auditor
Item 2 Set the minimum term for the financial audit contract
Item 3 Approval to distribute the total amount of RON 716,885,664 as additional dividends, in compliance with art. II and art. III of GEO 29/2017, to the company's shareholders, according to their participation in the company's share capital
Item 4 Approval of the additional gross dividend per share of 1.86 RON/share. Additional gross dividends are to be distributed from the company's reserves, representing own financing source
Item 5 Establish December 21, 2018 as Record Date, that is the date to determine the shareholders eligible to receive additional dividends or other rights and who are affected by the Resolutions of the Ordinary General Meeting of Shareholders
Item 6 Establish December 20, 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 7 Establish December 28, 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 8 Authorise 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 November 26, 2018.
CHAIRMAN OF
THE BOARD OF DIRECTORS
NISTORAN DORIN-LIVIU