Current Report - OGMS Resolution January 22, 2019

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: January 22, 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:

· Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of January 22, 2019 (OGMS);

The quorum conditions for the OGMS have been fulfilled according to the provisions of Article 15, paragraph 12 from S.N.G.N. ROMGAZ S.A. Articles of Incorporation and of Article 112, paragraph 1 from the Company Law no.31/1990.

Attached: Resolution no. 1 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of January 22, 2019

Chief Executive Officer,

Constantin Adrian VOLINTIRU

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RESOLUTION NO. 1/January 22, 2019

of the Ordinary General Meeting of Shareholders

Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.

Registered office: Medias, 4 Constantin Motas square, Sibiu County, Romania, registered with the Trade Register Office attached to Sibiu Law Court under no. J32/392/2001, fiscal code RO 14056826

On January 22, 2019, 2:00 pm (Romania time), the shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., (hereinafter referred to as "the Company" or "ROMGAZ") have joined at the Ordinary General Meeting of Shareholders ("OGMS") of "ROMGAZ" at its first convening, at the headquarters of "ROMGAZ", located in Medias, 4 Constantin Motas square, Sibiu County Romania, the conference room, the OGMS being opened by its Chairman, Mr. Jude Aristotel Marius, as director of the company, authorised by Board of Directors Resolution No 2 from January 21, 2019 to exercise the duties of the Chairman of the Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., for the Ordinary General Meeting of Shareholders on January 22, 2019.

In accordance with Article 129 of Law no. 31/1990, "ROMGAZ" shareholders appoint Mr. Susanu Nicu-Romeo as OGMS secretary.

Further to the debates, "ROMGAZ" shareholders, issues the following:

R E S O L U T I O N

Article 1

Approves in principle the incorporation of a joint stock company with Societatea de Administrare a Participațiilor în Energie S.A. (S.A.P.E. S.A.) having as main activity the supply of natural gas and electricity.

Article 2

Approves for S.N.G.N. ROMGAZ S.A. to procure legal consultancy, counsel and/or representation services for an association with Societatea de Administrare a Participațiilor în Energie S.A (S.A.P.E. S.A.) to establish a joint stock company.

Article 3

Authorises the chairman and the secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders.

The present Resolution was signed on January 22, 2019, in 4 (four) original copies.

CHAIRMAN OF THE MEETING

JUDE ARISTOTEL MARIUS

SECRETARY OF THE MEETING

SUSANU NICU-ROMEO