Announcement regarding 2023 Dividend Payment

S.N.G.N. Romgaz S.A.

11 June 2024

 

June 11, 2024

Announcement

regarding the Payment of 2023 Dividends

Societatea Nationala de Gaze Naturale Romgaz S.A. ("S.N.G.N. Romgaz S.A.", "ROMGAZ") announces the payment of dividends, distributed from the 2023 net profit and from retained earnings ("2023 dividends"), via Depozitarul Central S.A. ("Central Depository") and the payment agent BRD - Groupe Societe Generale S.A. ("BRD"), starting with July 26, 2024 (Payment Date), as follows:

-       Payment of 2023 dividends shall be made in compliance with current regulations on the capital market and in compliance with the Resolution of ROMGAZ Ordinary General Meeting of Shareholders no. 6 from April 25, 2024;

-       ROMGAZ shareholders registered in the Shareholders Registry kept by Central Depository on the Record Date July 5, 2024, have the right to receive 2023 dividends; Ex-Date is July 4, 2024;

-       The gross dividend per share is RON 0.1425/share, applicable withholding tax payable will be deducted prior to payment, at the legal rate. According to the current Romanian Fiscal Code, the standard tax rate applicable to the dividends is 8%;

-       Dividends will be paid in RON, starting with July 26, 2024 (Payment Date). ROMGAZ shall not opt for delayed payment date.

Payment of 2023 dividends is subject to general prescription provisions being limited within 3 (three) years from the payment date. Last payment date for 2023 dividends is July 26, 2027.

BRD's and Central Depository's bank charges for payment of net dividends in RON are borne by ROMGAZ.

DIVIDEND PAYMENT METHODS:

I. for Individuals:

-     Through PARTICIPANTS in Central Depository System

For shareholders, that are individuals holding on the Record Date shares in Section II in ROMGAZ Shareholders Registry in an account opened with a Participant/Intermediary (SSIF/custodian bank/broker), dividends shall be paid automatically by bank transfer through Central Depository, on ROMGAZ behalf, into the Participant's account without submitting any additional documents.

Payment of the dividends shall be made on the Payment Date, July 26, 2024.

Note: Shareholders having accounts with the PARTICIPANTS cannot receive the dividends in cash or by bank transfer directly from the Payment Agent BRD.

-     By BANK TRANSFER in compliance with the requests sent directly to the Central Depository

Shareholders that are not represented by a Participant may exercise the option to request to the Central Depository the payment of dividends according to Annex 1 guidelines.

For shareholders that already have the payment option made available by Central Depository, meaning they registered the IBAN code at Central Depository, the payment of dividends will be made automatically on the Payment Date, July 26, 2024, without any additional documents.

-     Through the PAYMENT AGENT BRD

Individual shareholders, not represented by a participant, and who did not request to Central Depository the payment by bank transfer, may request payment:

-       in CASH, at any BRD unit in Romania, based on the documents mentioned in Annex 2;

-       by BANK TRANSFER, according to Annex 2 guidelines.

In case the payment is requested based on identification documents which do not correspond to the existing data registered at Central Depository, the payment cannot be processed. To this respect, the shareholders are kindly asked to carry out all the necessary actions in order to update their personal identification data at Central Depository. Details on how to update the personal identification data can be found at the following website www.roclear.ro, section Holders - Services for holders.

II. for Legal Entities/Other Entities:

-     Through PARTICIPANTS in Central Depository System

For shareholders that are legal entities/other entities who, on the Record Date, hold shares in Section II in ROMGAZ Shareholders Registry in an account opened with a Participant/ Intermediary (SSIF/custodian bank/broker), dividends shall be paid automatically by bank transfer through Central Depository, on ROMGAZ behalf, into the Participant's account without submitting any additional documents.

Payment of the dividends shall be made on the Payment Date, respectively July 26, 2024.

Note: Shareholders having accounts with the PARTICIPANTS cannot receive the dividends in cash or by bank transfer directly from the Payment Agent BRD.

-     By BANK TRANSFER in compliance with the requests sent directly to Central Depository

Shareholders that are not represented by a Participant may exercise the option to request to Central Depository the payment of dividends according to Annex 1 guidelines.

For shareholders that already have the payment option made available by Central Depository, meaning they registered the IBAN code at Central Depository, the payment of dividends will be made automatically on the Payment date, July 26, 2024, without any additional documents.

-     Through the PAYMENT AGENT BRD

Shareholders that are legal entities/other entities, not represented by participants, and who did not request directly to Central Depository the payment by bank transfer, may request payment only by BANK TRANSFER, according to Annex 3 guidelines.

RESIDENT INVESTMENT FUNDS (WITHOUT LEGAL PERSONALITY), who wish to benefit from tax exemption, need to follow the guidelines in Annex 4.

Non-resident shareholders who wish to benefit from the provisions of the Double Taxation Treaty concluded between Romania and their country of residence, need to follow the guidelines in Annex 5.

IMPORTANT!

Resident shareholders, individuals and legal entities, must be registered to Central Depository with an identity document issued in Romania (with Personal Identification Number) or the document attesting the Fiscal Identification Code given by the Romanian tax authority.

Non-resident shareholders must be registered to Central Depository with identity documents having Fiscal Identification Number for individuals or Fiscal Identification Code for legal entities, given by the Romanian tax authority. Fiscal Identification Number for individuals and Fiscal Identification Code for legal entities shall be obtained according to the provisions of Law no. 207/2015 regarding the Fiscal Procedure Code, updated and of National Agency for Fiscal Administration Order no. 1.699/October 25, 2021 to approve taxpayer tax forms and types of tax liabilities that form the tax or fiscal vector (meaning total tax owed), updated. At the same time, non-resident shareholders must (are obliged to) register at Central Depository with full and correct address from the declared residence country.

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INFORMATION NOTICE

on the processing of personal data of shareholders, natural persons, and of natural persons as representatives of shareholders, for payment of 2023 dividends

For performing its activities, S.N.G.N. Romgaz S.A. processes in a responsible manner personal data of natural persons, in compliance with (EU) Regulation  no. 679 of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and pays special attention to personal data protection of the natural persons it has legal relationships with, irrespective of their role (shareholders, directors, employees, clients, suppliers, representatives of legal persons etc.).

For performing the payment of dividends and of the dividend tax, as well as for releasing payment proof/certificates, ROMGAZ processes the following personal data of shareholders, natural persons and , as the case may be, of natural persons acting as representatives of shareholders:

-       Personal data from ROMGAZ Shareholders Registry (Shareholders Registry), namely: first and last name; personal identification number (Romanian citizens) or an equivalent unique identification number (for foreign citizens); series and number of the identification document (ID/passport/equivalent document); fiscal identification number^[1], address (town, county/administrative territorial division, country); number of shares;

-       Value of the dividend due to each shareholder (gross/net) and the value of the dividend tax, due by each shareholder;

-       Personal data from the fiscal residence certificates.

ROMGAZ receives personal data of shareholders, natural persons and as the case may be, of natural persons as representatives of shareholders, from the Shareholder's Registry provided by Central Depository, as an excerpt from the Shareholder's Registry (Registry Excerpt) and the personal data of shareholders, natural persons, listed in the fiscal residence certificates, from participants to Central Depository system, subject to the contracts concluded with shareholders for the personal data included in the documents sent for the avoidance of double taxation.

ROMGAZ processes personal data from the Registry Excerpt by adding, for each shareholder, the amounts representing the value of the dividends to be collected (gross/net) and the value of the dividend tax by providing Central Depository and the National Agency for Tax Administration (A.N.A.F.) with the data processed for the purpose of paying the dividend and the dividend tax.

The recipients/recipient categories of processed data for the payment of dividends and of the dividend tax are:

·      ROMGAZ employees that are responsible for dividend payments,

·      Central Depository,

·      The payment agent BRD,

·      A.N.A.F.

ROMGAZ does not intend to transfer the personal data processed for the dividend payment, for the dividend tax and for issuing the proof/certificate for the payment of dividends and of the dividend tax, to a recipient from a third-party country or to an international organization.

At ROMGAZ no shareholder, natural person, or natural person as representative of a shareholder is subject of a decision based exclusively on automatic personal data processing, including creating profiles that may have legal effects on the shareholders, natural persons or natural persons as representatives of shareholders, or which could similarly affect them in a significant manner.

Personal data processed for payment of dividends and for the dividend tax, conveyed in financial-accounting documents will follow the regime, including the preservation period provided in the effective legislation for this category of documents.

Each shareholder, natural person or, as the case may be, a natural person as representative of a shareholder has the following rights regarding the personal data processing by ROMGAZ:

-     The right to request access to personal data, to modify and delete personal data;

-     The right to request and obtain the restriction to process and the right to deny the personal data processing;

-     The right to obtain personal data portability;

-     The right to press charges at the National Supervisory Authority for Personal Data Processing.

Should you have any questions or uncertainties regarding the processing of your personal data by ROMGAZ or if you would like to exercise one or more of your rights, please contact us at the following e-mail address: [e-mail] .

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Following the analysis of net dividends payment requests submitted to its banking agencies, BRD reserves the right to request additional documents.

Additional information regarding the dividend payment procedure may be requested to BRD at the email address [e-mail] or by telephone: +40.722.642.649, +40.722.539.829 or +40.726.336.037.

For other queries, please access the website, www.romgaz.ro, section Investors - Romgaz Dividends - 2023 Dividends or contact ROMGAZ via e-mail at [e-mail] or by telephone: [phone].

Chief Executive Officer,

Razvan POPESCU

Chief Financial Officer,

Gabriela TRANBITAS

Annex 1

Payments by Bank Transfer further to Direct Requests Made to

Central Depository

Shareholders that are not represented by a Participant may exercise the option to request to Central Depository payment of the dividends by bank transfer, sending the payment option and the corresponding documents by mail or directly at: Depozitarul Central S.A. - Bucharest 1, 4-8 Nicolae Titulescu, America House Building, East Wing, 1st floor, postal code 011141, Romania.

This payment option is made available by Central Depository in compliance with the capital market legislation and allows cashing any amount owed, directly by transfer in a bank account, disregarding which issuer distributes the amounts. The option involves registering the IBAN code with Central Depository, which may be used to collect more or all of the holdings and remains valid for future distributions until the shareholder notifies otherwise. The registration of the IBAN by Central Depository is charged according to the tariff scale charged to the holders of financial instruments and will be borne by each shareholder.

The IBAN code collection form and the list of documents required to be submitted for IBAN registration can be found on Central Depository's webpage (www.roclear.ro - section Holders - Services for holders - Dividend payments and other cash payments) and on ROMGAZ's web page (www.romgaz.ro, section Investors - Romgaz Dividends - 2023 Dividends). Documents must be forwarded to Central Depository at least 5 days before the dividend payment date.

For further details regarding this payment option, ROMGAZ shareholders are kindly asked to contact Central Depository by e-mail [e-mail] or by telephone [phone].

Annex 2

Payments in Cash or by Bank Transfer Made by the

 Payment Agent BRD

to INDIVIDUAL SHAREHOLDERS

Individual shareholders, not represented by participants and who did not request to Central Depository the payment by bank transfer, may request payment in cash at any BRD unit in Romania, based on the documents mentioned in this annex.

The BRD units list may be found on BRD's website, link: https://www.brd.ro/brdepo and on ROMGAZ's website www.romgaz.ro, section Investors - Romgaz Dividends - 2023 Dividends.

Individual shareholders, not represented by participants, who did not request to Central Depository the payment by bank transfer and who wish dividend payment by bank transfer, have the possibility to request to BRD payment by bank transfer.

Payment by bank transfer requires the filling in of the form "Payment request by bank transfer form of the net dividends distributed by SNGN ROMGAZ SA - Individuals", which must be accompanied by the supporting documents mentioned in this annex.

The Bank transfer request forms for individuals will be available, starting with the date hereof, on ROMGAZ website (www.romgaz.ro, section Investors - Romgaz Dividends - 2023 Dividends) or can be requested starting with the Payment Date at any BRD unit.

All supporting documents submitted at the bank desks as copies shall be certified for consistency with the original and signed by the shareholder/shareholder's proxy. Additional, BRD shall verify and certify the copies of the documents submitted by shareholders with the original documents brought in by shareholders at BRD units.

The payment application form for net dividends by bank transfer, together with the supporting documents shall be submitted to BRD starting with the Payment Date, July 26, 2024, directly at BRD desks or by mail, by registered post, to: BRD - Groupe Societe Generale - Securities Division - City Offices, 4th floor, Oltenitei Street no. 2, Sector 4, Bucharest, Postal code 041312, Romania. If sent by mail, the requested documents shall be submitted as notarized copies.

The bank account holder can be only the shareholder or, as the case may be, the shareholder's proxy.

The documents in a language other than Romanian shall be submitted with a notarized Romanian translation, and apostilled, as applicable.

BRD will make the payment of the net dividend by bank transfer within maximum 2 banking days (or maximum 10 banking days in case of non-residents who submitted tax certificates) from the registration date of the dividend payment request by bank transfer, accompanied by accurate and complete supporting documents. The date of crediting the bank accounts of the shareholders depends on the inter-banking circuit and on the chain of correspondent banks.

List of documents:

1. FOR INDIVIDUAL SHAREHOLDERS - ON THEIR OWN NAME:

-       RESIDENT - The valid identification document containing the personal identification number (PIN);

-       NON-RESIDENT - The valid identification document/passport containing the identification number.

If the individual shareholder is a minor aged between 14 and 18 who wishes to personally collect the net dividends, the shareholder will submit, in addition to the documents listed above, the consent from their legal representative. If the dividends are collected by the legal representative / legal guardian / trustee, the required documents will be those listed at 2 and 3 below.

2. FOR THE SHAREHOLDERS - INDIVIDUALS UNDER 14 YEARS OLD:

-       the identification document of the legal guardian/parent containing the personal identification number (PIN) + 1 photocopy certified as "true copy" (the photocopy will be retained by the Payment Agent);

-       the shareholder's birth certificate bearing the personal identification number (PIN) + 1 photocopy certified as "true copy" (the photocopy will be retained by the Payment Agent);

-       the legal document establishing the guardianship if the legal guardian is not one of the parents + 1 photocopy certified as "true copy" (the photocopy will be retained by the Payment Agent).

3. FOR THE SHAREHOLDERS - DISABLED PERSONS - THROUGH A CONSERVATOR:

-       the identification document of the conservator bearing the personal identification number (PIN) + 1 photocopy certified as "true copy" (the photocopy will be retained by the Payment Agent);

-       the identification document of the shareholder bearing the personal identification number (PIN) + 1 photocopy certified as "true copy" (the photocopy will be retained by the Payment Agent);

-       the legal document establishing the conservatorship + 1 photocopy certified as "true copy" (the photocopy is retained by the Payment Agent).

4. FOR INDIVIDUAL SHAREHOLDERS - THROUGH THEIR PROXIES: 

-       the special power of attorney notarized, which contains the mandate to receive the dividends, issued by no more than 3 years before the payment date, except where the power of attorney has a duration of more than 3 years and is still valid on the date of payment + 1 photocopy certified as a "true copy" (the photocopy will be retained by the Payment Agent);

-       the identification document of the representative bearing the personal identification number (PIN) + 1 photocopy certified as a "true copy" (the photocopy will be retained by the Payment Agent).

Note 1: In case of co-owners, the cash payments shall be disbursed provided that all the co-owners present themselves at the bank desk, in person or by legal and/or conventional representative.

Note 2: The documents in a foreign language shall be submitted with a notarized Romanian translation, and documents in a foreign language issued by a foreign authority shall be apostilled, as applicable.

Note 3: The Payment Agent shall make the cash payments within the limits established by applicable law. 

Note 4: In case of payments by bank transfer to banks other than BRD, attach to the documents above a statement of account certified by the bank where the dividends transfer is requested, or a supporting document issued by the bank, indicating the holder of the bank account mentioned above. The account holder can be only the shareholder or, as the case may be, the shareholder's proxy.

Special circumstances:

No payments of dividends shall be made at BRD desks in the following situations:      

-       to shareholders whose PIN from the documents presented at the cash desk is not the same with the PIN stipulated in the Payment Agent's registry, as received from Central Depository. Such persons shall be directed to Central Depository to update the identification data. Details on how to update the personal identification data can be found on Central Depository's website www.roclear.ro - Holders - Services for holders section;

-       to the shareholders' heirs based on submitted documents (ex. heir certificate, other documents).  They shall be directed to Central Depository to update the registration of the property transfer. Payment shall be made after updating the Payment Agent's registry, further to the request of Central Depository.

Annex 3

Payments by Bank Transfer Made by the

Payment Agent BRD

to SHAREHOLDERS - LEGAL ENTITIES

Legal entities/other entities shareholders, not represented by participants, who did not request to Central Depository the payment by bank transfer and who wish dividend payment by bank transfer, have the possibility to request to BRD payment by bank transfer.

Payment by bank transfer requires the filling in of the form "Payment request by bank transfer form of the net dividends distributed by SNGN ROMGAZ SA - Legal persons / other entities", which must be accompanied by the supporting documents mentioned in this annex.

The Bank transfer request forms for legal entities/other entities will be available, on ROMGAZ website (www.romgaz.ro - Investors - Romgaz Dividends - 2023 Dividends) or can be requested starting with the Payment Date at any BRD unit.

All supporting documents submitted at the bank desks as copies shall be certified for consistency with the original and signed by the shareholder/shareholder's proxy. Additional, BRD shall verify and certify the copies of the documents submitted by shareholders with the original documents brought in by shareholders at BRD units.

The payment application form for net dividends by bank transfer, together with the supporting documents shall be submitted to BRD starting with the Payment Date, July 26, 2024, directly at BRD desks or by mail, by registered post, to: BRD - Groupe Societe Generale - Securities Division - City Offices, 4th floor, Oltenitei Street no. 2, Sector 4, Bucharest, Postal code 041312, Romania. If sent by mail, the requested documents shall be submitted as notarized copies, except for the Ascertaining Certificate issued by the Trade Registry/equivalent document issued by the competent authority attesting the quality as legal representative, which can be submitted in original or copy.

The account holder can be only the shareholder.

The documents in a language other than Romanian shall be submitted with a notarized Romanian translation, and apostilled, as applicable (except for the Ascertaining Certificate issued by the Trade Registry/equivalent document issued by the competent authority attesting the quality as legal representative, which can be submitted in notarized English translation).

BRD will make the payment of the net dividends by bank transfer in maximum 2 banking days (or maximum 10 banking days in case of non-residents who submitted tax certificates) from the registration of the dividend payment request by bank transfer, accompanied by accurate and complete supporting documents. The date of crediting the bank accounts of the shareholders depends on the inter-banking circuit and on the chain of correspondent banks.

List of documents:

-     the incorporation/registration certificate of the legal person/entity with the Trade Register/another equivalent document certifying the registration of the legal person/entity with the relevant authority + 1 photocopy certified as "true copy" retained by the Payment Agent;

-     the identification documents of the legal representative or of the proxy, as applicable;

-     the Ascertaining Certificate issued by the Trade Registry/ equivalent document issued by the competent authority, no older than 30 days, mentioning the legal representative of the company + 1 photocopy retained by the Payment Agent;

-     the power of attorney in original or a notarized copy (the power of attorney will be retained by the Payment Agent), if applicable.

In case of payments by bank transfer to banks other than BRD, attached to the documents above will be a statement of account certified by the bank where the dividends transfer is requested, or a supporting document issued by the bank, indicating the holder of the bank account mentioned above. The account holder can be only the shareholder.

Annex 4

List of documents for RESIDENT INVESTMENT FUNDS

(WITHOUT LEGAL PERSONALITY)

For tax exemption on dividends, in compliance to Fiscal Code provisions, RESIDENT INVESTMENT FUNDS (WITHOUT LEGAL PERSONALITY) must submit the following documents:

-     A statement signed by the legal representative/authorized person representing the investment fund, attesting that it is a closed/open investment fund without legal personality.

Also, the statement must include the information necessary to identify the investment fund, at least the following:

·      the fund identification data (sole identification/registration code and full name of the investment fund, as they are mentioned in the ROMGAZ Shareholders Registry kept by Central Depository),

·      the authorization decision,

·      the registration number in the Register of Financial Instruments and Investments,

·      the number and the date of Financial Supervisory Authority notification and its validity.

-      Copy of the valid identification document of the legal representative/authorized person to represent the fund, certified as a "true copy" by the holder - namely ID with the personal identification number (PIN) for Romanian citizens or passport with identification number for foreign citizens;

-      Ascertaining Certificate, within its validity (30 days from issuing), in original or certified as a "true copy", attesting the position of the person signing the declaration of legal representative/authorized person representing the fund;

-      Copy of the certificate issued by the Financial Supervisory Authority ("FSA"), in which the FSA Financial Instruments and Investments Registry number can be found.

Note: In case of an asset management company managing several investment funds, only one statement will be submitted and one copy of the asset management company's documents, accompanied by a list of the investment funds managed by the asset management company and all of the funds' documents.

Shareholders should send the documents, directly or through a Participant, by mail, by registered post, to S.N.G.N. ROMGAZ S.A. headquarters in Medias, C.I. Motas Square no. 4, Sibiu County, Postal code 551130, Romania - attn. Capital Market Department or via e-mail, with extended incorporated electronic signature acc. to Law no. 455/2001 regarding electronic signature, using the following e-mail address [e-mail]. In this case, both the e-mail and the enclosed documents will be signed electronically.

Documents must be submitted until July 17, 2024 (documents receipt date at ROMGAZ headquarters) for the dividends payment with tax exemption on the Payment Date, July 26, 2024. If the documents are not correct and complete, ROMGAZ will hold the applicable dividend tax out of the gross dividend according to the Romanian law (8%).

In case the documents are submitted after July 17, 2024, ROMGAZ will pay to the shareholder the withheld tax after the Payment Date.

Annex 5

Favorable tax granting for NON-RESIDENT SHAREHOLDERS

Non-resident shareholders who wish to benefit from the provisions of Double Taxation Treaties concluded between Romania and their resident country must submit to ROMGAZ the tax residence certificate in original/notarized copy, apostilled, if applicable, and the notarized translation into Romanian, as well as contact details for further clarifications.

The tax residency certificates submitted by non-resident shareholders must meet the following requirements:

-       to be issued in the year in which the application of double taxation treaties is requested and

-       to be valid for the year in which the dividends were paid.

Non-resident shareholders should send the documents, directly or through a Participant, by mail, by registered post, to S.N.G.N. ROMGAZ S.A. headquarters in Medias, C.I. Motas Square no. 4, Sibiu County, Postal code 551130, Romania - attn. Capital Market Department.

Documents must be submitted until July 17, 2024 (documents receipt date at ROMGAZ headquarters) in order for the dividends to be paid with favorable tax on the Payment Date, July 26, 2024. If the documents are not correct and complete, ROMGAZ will hold the applicable dividend tax out of the gross dividend according to the Romanian law (8%).

In case the documents are submitted after July 17, 2024, ROMGAZ will pay, after the Payment Date, the difference between the withheld tax and the value of the favorable tax, calculated after applying the provisions of Double Taxation Treaties.

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[1] Unique code of the National Agency for Fiscal Administration granted to non-resident shareholders for receiving the income from Romania. The Code is assigned at the shareholder's request and sent to Central Depository

 

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