Share Capital Increase Proposal

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

15 November 2023

 

CURRENT REPORT

In compliance with Law no. 24/2017 regarding Issuers of Financial Instruments and  Market Operations  and F.S.A. Regulation no. 5/2018

Report date: November 15, 2023

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:

·   Proposal to increase the share capital by issuing free shares to existing shareholders on the Registration Date

During the meeting of November 14, 2023, the Board of Directors endorsed and submitted for approval to the Extraordinary General Meeting of Shareholders on December 18(19), 2023, the following:

(1) Approval of S.N.G.N. Romgaz S.A.  share capital increase in the amount of RON 3,468,801,600 by issuing 3,468,801,600 shares with a nominal value of RON 1/share, each shareholder registered on the Registration Date being entitled to 9 pro bono shares for each share held.  The total amount of share capital shall be increased from the current amount of RON 385,422,400 to RON 3,854,224,000. The share capital increase shall be made to support the current activity of the Company.

(2) Approval of the incorporation into the share capital of the amount of RON 3,468,801,600 representing reserves for own sources of financing.

(3) Approval of S.N.G.N. Romgaz S.A. Articles of Incorporation amendment

(4) Approval of 28 May 2024 as an ex-date.

(5) Approval of 29 May 2024 as the Date of Registration of the shareholders on whom the effects of the Extraordinary General Meeting of Shareholders' Decision will be passed.

(6) Approval of 30 May 2024 as the Date of Payment of the bonus shares.

According to the provisions of Article 113 of Company Law No. 31/1990 and of Article 12 par. 6 letter f) from the Articles of Incorporation, it is under the Extraordinary General Meeting of Shareholders' authority to decide upon increasing the share capital of the company.

Chief Executive Officer,

Razvan POPESCU

 Chief Financial Officer,

Gabriela TRANBITAS

 

END