OGMS Resolution on January 25, 2024

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

25 January 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: January 25, 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: 385,422,400 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 Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of January 25, 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.1 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on January 25, 2024

Chief Executive Officer,

Răzvan POPESCU

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RESOLUTION NO. 1/January 25, 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 January 25, 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

(1) Approves decrease reserves by RON 24,580.259 representing gross dividends  awarded by courts of law based on Government Emergency Ordinance no. 114/2018 on imposing measures in the field of public investment and fiscal-budgetary measures, amendments and supplements to certain legislative acts  and postponing certain terms for 2018 financial year.

(2) Takes note of the fact that the time limit to pay dividends to the other shareholders expired, as provided in GEO no. 114/2018 on imposing measures in the field of public investment and fiscal-budgetary measures, amendments and supplements to certain legislative acts and postponing certain terms for 2018 financial year.

The resolution was approved with 340,706,111 votes representing 88.3982% from the total number of votes exercisable and 99.1643% from the total votes validly casted.

Article 2

Takes note of the Report regarding the transactions concluded by S.N.G.N. Romgaz S.A. with affiliated parties during October 17, 2023 - December 15, 2023 pursuant to art. 52 par. (3) of GEO no. 109/2011.

The resolution was approved with 335,534,591 votes representing 87.0564% from the total number of votes exercisable and 99.1480% from the total votes validly casted.

Article 3

Takes note of the Report on certain transactions concluded between S.N.G.N. Romgaz S.A. and other public companies during October - December 2023.

The resolution was approved with 338,417,801 votes representing 87.8045% from the total number of votes exercisable and 100% from the total votes validly casted.

Article 4

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 343,577,321 votes representing 89.1432% from the total number of votes exercisable and 100% from the total votes validly casted.

This document was drafted on January 25, 2024, in 4 (four) copies.

CHAIRMAN OF

THE BOARD OF DIRECTORS

DAN DRAGOȘ DRĂGAN

SECRETARY OF THE MEETING

CLAUDIU - AURELIAN POPA

 

END