OGMS Resolution on December 4, 2024

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

04 December 2024

 

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: December 4, 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 event to be reported:

·    Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N. Romgaz S.A. of December 4, 2024 (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 from the Company Law no.31/1990. 

Attached: Resolution no. 14 of the Ordinary General Meeting of Shareholders of S.N.G.N. Romgaz S.A. of December 4, 2024

Chief Executive Officer,

Razvan POPESCU

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RESOLUTION NO. 14/December 4, 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 December 4, 2024, 1:00 pm (Romania time) at the SNGN ROMGAZ SA working point located in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5^th floor, issues the following:

R E S O L U T I O N

Article 1

Approves the extension by one year of the Loan Facility Agreement no. 201812070225 concluded with Banca Comercială Română S.A. for issuing guarantee instruments in the form of letters of bank guarantee and irrevocable stand-by letters of credit up to a limit of RON 500,000,000.

The resolution was approved with 3,395,122,238 votes representing 88.09% from the total number of votes exercisable and 100% from the total votes validly casted.

Article 2

Authorizes Mr. Răzvan Popescu, as Chief Executive Officer, and Mrs. Gabriela Trânbițaș, as Chief Financial Officer, to sign the Addendum to the Loan Facility Agreement no. 201812070225.

The resolution was approved with 3,395,122,238 votes representing 88.09% from the total number of votes exercisable and 100% from the total votes validly casted.

Article 3

Authorizes the persons who have type I and II signing rights in Banca Comercială Română S.A. to sign the requests for issuing and modifying guarantee instruments under the facility granted by Banca Comercială Română S.A., as well as any other documents in connection with the loan agreement, irrespective of the form in which they are concluded, including but not limited to, addenda, requests for drawing/issuing/modifying.

The resolution was approved with 3,395,122,238 votes representing 88.09% from the total number of votes exercisable and 100% from the total votes validly casted.

Article 4

Takes note takes note of the Report regarding the transactions concluded by S.N.G.N. ROMGAZ S.A. with affiliated parties during July 30, 2024 and October 21, 2024 pursuant to art. 52, par. (3) of GEO 109/2011.

The resolution was approved with 3,438,437,794 votes representing 89.21% from the total number of votes exercisable and 100% from the total votes validly casted.

Article 5

Takes note of the Report on certain transactions concluded between S.N.G.N. ROMGAZ S.A. and other public enterprises during June - October 2024.

The resolution was approved with 3,438,437,794 votes representing 89.21% 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 Ordinary General Meeting of Shareholders.

The resolution was approved with 3,438,437,794 votes representing 89.21% from the total number of votes exercisable and 100% from the total votes validly casted.

This document was drafted on December 4, 2024, in 4 (four) copies.

CHAIRMAN OF

THE BOARD OF DIRECTORS

DAN DRAGOS DRAGAN

SECRETARY OF THE MEETING

CRAITA-ANA BUCHERU

 

END