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: September 11, 2024
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: 3,854,224,000 RON
Regulated market where the issued securities are
traded: Bucharest Stock Exchange
(BVB), London Stock Exchange (LSE)
Significant events
to be reported:
· Resolution of the Extraordinary General
Meeting of Shareholders of S.N.G.N. Romgaz S.A. of September 11,
2024 (EGMS);
· Resolution of the Ordinary General Meeting of
Shareholders of S.N.G.N. Romgaz S.A. of September 11, 2024
(OGMS);
· Approval of the delisting of global depositary
receipts ("GDRs") issued by The Bank of New York Mellon, admitted
to listing on the standard segment of the Official List of the UK
Financial Conduct Authority and admitted to trading on the London
Stock Exchange's main market for financial instruments, each GDR
representing 1 underlying share issued by S.N.G.N. Romgaz
S.A.;
·
Extension of the period of use of
the Loan agreement no. 42805/September 21, 2023 concluded between
S.N.G.N. Romgaz S.A. and ROMGAZ BLACK SEA LIMITED;
·
Approval of the conversion
into ROMGAZ BLACK SEA LIMITED shares of the debts accumulated by
ROMGAZ BLACK SEA LIMITED towards S.N.G.N. Romgaz S.A. on July 31,
2024, based on the loan contracts signed between the two
companies.
The quorum conditions for both the EGSM and the OGSM
have been fulfilled according to the provisions of Article 15,
paragraph 14 and paragraph 12 from S.N.G.N. Romgaz S.A. Articles of
Incorporation and Article 115 and Article 112 from the Company Law
no.31/1990.
Attached:
Resolution no. 11
of the Extraordinary General Meeting of Shareholders of S.N.G.N.
Romgaz S.A. on September 11, 2024
Resolution no. 12
of the Ordinary General Meeting of Shareholders of S.N.G.N. Romgaz
S.A. on September 11, 2024
Chief Executive
Officer,
Razvan
POPESCU
-----------------------------------------------------
RESOLUTION NO. 11/September
11, 2024
of the Extraordinary 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
The Extraordinary General Meeting of
Shareholders of Societatea Nationala de Gaze
Naturale "ROMGAZ" - S.A. joined in the meeting, at its first
convening, of September 11, 2024, 1:00 pm (Romania time)
at the SNGN ROMGAZ SA working point located in Bucharest,
Sector 1, 59 Grigore Alexandrescu Street,
5th floor, issues the following:
R E S O L U T I O
N
Article
1
The Extraordinary General Meeting of
Shareholders of S.N.G.N. ROMGAZ S.A. approves the delisting of global depositary receipts ("GDRs")
issued by The Bank of New York Mellon ("BNYM"), admitted to listing
on the standard segment of the Official List of the UK Financial
Conduct Authority and admitted to trading on the London Stock
Exchange's main market for financial instruments, having the
following identification numbers and trading symbols, each GDR
representing 1 underlying share issued by S.N.G.N. Romgaz
S.A.:
(i)
ISIN for GDRs issued under Regulation S under the U.S. Securities
Act: US83367U2050;
(ii) Trading symbol for GDRs
issued under Regulation S under the U.S. Securities Act, on London
Stock Exchange: SNGR;
(iii) ISIN for
GDRs issued under Rule 144A under the U.S. Securities Act:
US83367U1060;
(iv) Trading symbol GDR
issued under Rule 144A under the U.S. Securities Act, on London
Stock Exchange: SNG1;
as well as the subsequent
termination of the GDRs program of S.N.G.N. Romgaz S.A..
The
resolution was approved with 3,340,318,345
votes representing 86.67%
from the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
2
The Extraordinary General Meeting of
Shareholders of S.N.G.N. ROMGAZ S.A. empowers the Board of
Directors of S.N.G.N. Romgaz S.A., with the possibility of
sub-delegation, to:
a)
determine the details of the delisting of the GDRs and the
subsequent termination of the GDRs program of S.N.G.N. Romgaz S.A.,
including, but not limited to, determining the period during which
GDR holders will be able to convert their GDRs into shares, the
relevant aspects of the sale of the underlying shares in accordance
with Regulation No 4/2013 after the delisting of the GDRs and the
effective date of the delisting;
b) terminate the contractual
relations between S.N.G.N. Romgaz S.A. and BNYM on the basis of the
commitment letter dated November 12, 2021 and the related
deposit agreement dated November 8, 2013, respectively;
c) undertake any action
or formality necessary or useful to implement the mandate granted
by this Resolution.
The
resolution was approved with 3,340,318,345 votes representing
86.67% from the total number of votes exercisable and 100% from the
total votes validly casted.
Article
3
The Extraordinary General Meeting of
Shareholders of S.N.G.N. ROMGAZ S.A. agrees
to the amendment of the Amended and Restated Memorandum of
Association of ROMGAZ BLACK SEA LIMITED:
a)
increase of authorized capital of ROMGAZ BLACK SEA LIMITED from the
amount of USD 11,620,000 to the amount of USD
1,600,000,000;
b)
conversion of shares issued by ROMGAZ BLACK SEA LIMITED into a
single class of common shares, namely class A, at a par value of
USD 1/share;
pursuant to the amendment proposal presented in Annex 2 to
document no. 33133/August 6, 2024.
The
resolution was approved with 3,339,731,845
votes representing
86.65% from
the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
4
The Extraordinary General Meeting of
Shareholders of S.N.G.N. ROMGAZ S.A. agrees with S.C.
Depomureș S.A. share
capital increase by RON 45,000,000, contribution in cash, by
issuance of 4,500,000 new registered shares, numbered from 30,001
to 4,530,000, with a nominal value of RON 10 for each share, where
the issuing price amounts to RON 10/share. The newly issued shares
will be offered for subscription to the existing shareholders of
the Company, pro rata to their owned shares.
The
resolution was approved with 3,340,318,345 votes representing
86.67% from the total number of votes exercisable and 100% from the
total votes validly casted.
Article
5
The Extraordinary General Meeting of
Shareholders of S.N.G.N. ROMGAZ S.A. agrees with the amendment of
Articles 8 and 10 of the Articles of Incorporation of S.C.
Depomures S.A. in accordance with the shareholders' subscription
following the Company's share capital increase.
The
resolution was approved with 3,339,731,845 votes representing
86.65% from the total number of votes exercisable and 100% from the
total votes validly casted.
Article
6
Authorizes the Chairman and the Secretary of
the meeting to sign the resolution of the Extraordinary General
Meeting of Shareholders.
The
resolution was approved with 3,340,318,345 votes representing
86.67% from the total number of votes exercisable and 100% from the
total votes validly casted.
This document was drafted on
September 11, 2024, in 4 (four)
copies.
CHAIRMAN OF
THE BOARD OF
DIRECTORS
DAN DRAGOS
DRAGAN
SECRETARY OF THE MEETING
CLAUDIU - AURELIAN POPA
-----------------------------------------------------
RESOLUTION NO. 12/September
11, 2024
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
The Ordinary General Meeting of Shareholders
of Societatea Nationala de Gaze Naturale "ROMGAZ"
- S.A. joined in the meeting, at its first convening, of
September 11, 2024, 2:00 pm (Romania time) at the SNGN
ROMGAZ SA working point located in Bucharest, Sector 1, 59
Grigore Alexandrescu Street, 5th
floor, issues the following:
R E S O L U T I O
N
Article
1
(1) Approves the extension of the period to make use
of Loan Agreement No. 42805/September 21, 2023, concluded between
S.N.G.N. ROMGAZ S.A. and ROMGAZ BLACK SEA LIMITED, until May 31,
2027.
(2) S.N.G.N. ROMGAZ S.A. executive management
will carry out all formalities and sign all documents/legal
documents (the relationship with ROMGAZ BLACK SEA LIMITED included)
required to extend the period of use of Loan Agreement No.
42805/September 21, 2023, concluded between S.N.G.N. ROMGAZ S.A.
and ROMGAZ BLACK SEA LIMITED and to replenish the amount of the
agreement.
The
resolution was approved with 3,455,792,044
votes representing 89.66%
from the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
2
(1) Approves the conversion of the balance in
amount of RON 1,627,088,676, representing debts accrued by ROMGAZ
BLACK SEA LIMITED on July 31, 2024 (principal and interest) on the
basis of loan agreements to S.N.G.N. ROMGAZ S.A., into ROMGAZ BLACK
SEA LIMITED shares.
(2) The conversion of the amount utilized from
Loan Agreement no. 42805/September 21, 2023, on July 31, 2024, and
of accrued interest on that date into RBSL shares is considered a
reimbursement of the contracted loan, the RON 2.1 billion limit
being thus replenished, and it can be utilized until May 31, 2027,
if necessary.
(3) S.N.G.N. ROMGAZ S.A. executive
management will carry out all formalities and sign all
documents/legal documents (the relationship with ROMGAZ BLACK SEA
LIMITED included) required to convert the RON 1,627,088,676 balance
representing debts accrued on July 31, 2024 (principal and
interest) based on the loan agreements by ROMGAZ BLACK SEA
LIMITED to S.N.G.N. ROMGAZ S.A. into ROMGAZ BLACK SEA LIMITED
shares.
The
resolution was approved with 3,455,205,544
votes
representing 89.65% from the total number of votes exercisable
and 100% from the total votes validly
casted.
Article
3
Approves the subscription by
S.N.G.N. ROMGAZ S.A., of shares issued by ROMGAZ BLACK SEA LIMITED
and payment of relating amounts up to the limit of the authorized
share capital of ROMGAZ BLACK SEA LIMITED, with the approval of
S.N.G.N. ROMGAZ S.A. Board of Directors, with the possibility to
sub-delegate to S.N.G.N. ROMGAZ S.A. executive
management.
The
resolution was approved with 3,455,205,544
votes representing 89.65%
from the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
4
Approves S.N.G.N. ROMGAZ S.A. to
exercise its preferential right, pro rata to the shares owned in
S.C. DEPOMURES S.A. share capital, that is to subscribe 1,800,000
newly issued shares having a nominal value of RON 10, amounting to
a total value of RON 18,000,000, contribution in cash, and payment
in full, on the subscription date, of the price of shares
subscribed under the capital increase of S.C. DEPOMURES
S.A..
The
resolution was approved with 3,454,290,694
votes representing 89.62%
from the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
5
In consideration of Request for approval no.
28443/08.07.2024, approves legal action to be taken against Mr.
Adrian Constantin Volintiru to recover the amount of RON 412,889,
representing the total net amount of reimbursements of rent and/or
utilities from which a number of employees have benefited without
legal grounds. At the same time, the General Meeting of
Shareholders approves taking legal action against Mr. Adrian
Constantin Volintiru by S.N.G.N. ROMGAZ S.A. own legal
department.
The
resolution was approved with 3,165,919,152
votes representing 82.14%
from the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
6
Taking into account Request for approval no.
32416/01.08.2024, approves procurement of external legal
consultancy, assistance and/or representation services related to
joint ventures/joint operating agreements of S.N.G.N. ROMGAZ
S.A..
The
resolution was approved with 3,455,792,044
votes representing 89.66%
from the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
7
Takes note takes note of the Report regarding
the transactions concluded by S.N.G.N. ROMGAZ S.A. with affiliated
parties during May 23, 2024 and July 29, 2024 pursuant to art. 52,
par. (3) of GEO 109/2011.
The
resolution was approved with 3,455,792,044
votes representing 89.66%
from the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
8
Takes note of the Report on certain transactions
concluded between S.N.G.N. ROMGAZ S.A. and other public enterprises
during May - July 2024.
The
resolution was approved with 3,455,205,544
votes representing 89.65%
from the total number of votes exercisable and
100%
from the total votes validly
casted.
Article
9
Authorizes the Chairman and the Secretary of
the meeting to sign the resolution of the Ordinary General Meeting
of Shareholders.
The
resolution was approved with 3,455,792,044
votes representing 89.66%
from the total number of votes exercisable and
100%
from the total votes validly
casted.
This document was drafted on
September 11, 2024, in 4 (four)
copies.
CHAIRMAN OF
THE BOARD OF
DIRECTORS
DAN DRAGOS
DRAGAN
SECRETARY OF THE MEETING
CLAUDIU - AURELIAN POPA