Supplement to OGMS Agenda on November 27, 2023

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

09 November 2023

 

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: November 9, 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:

·   Supplemented Agenda for the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. convened on November 27 (28), 2023, 1:00 PM (Romania time)

Considering the request made by the Romanian State, as shareholder of S.N.G.N. ROMGAZ S.A. (owning 70.0071% of the share capital), represented by the Ministry of Energy, the Board of Directors convened in meeting on November 9, 2023 approved the supplement of the agenda of the Ordinary General Meeting of Shareholders on November 27 (28), 2023 (OGMS) by adding three new items.

The supporting documents for the new items on the agenda may be reviewed at ROMGAZ Correspondence Entry, as well as on the Company's website www.romgaz.ro, Investors Section - General Meeting of Shareholders.

The Supplement to the Convening Notice of the OGMS is to be published in the Official Gazette of Romania Part IV and in at least one widely-spread Romanian newspaper.

Attached: Supplement to the Convening Notice of the OGMS on November 27 (28), 2023

Chief Executive Officer,

Razvan POPESCU

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SUPPLEMENT TO THE CONVENING NOTICE

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

on November 27, 2023

The Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - SA, with the registered office in Medias, 4 Constantin Motas square, Sibiu county, registered with the Trade Register Office of Sibiu Law Court under number J32/392/2001, fiscal registration number RO 14056826, considering the request to supplement the agenda of the Ordinary General Meeting of Shareholders (OGMS) on November 27, 2023 made by the shareholder the ROMANIAN STATE, represented by the MINISTRY OF ENERGY, by letter no. 18145 from November 7, 2023, registered at  SNGN "ROMGAZ" - SA under no. 43652 from November 8, 2023, the provisions of art. 105, par. (3) of Law No. 24/2017 on issuers of financial instruments and market operations and the provisions of art. 117¹ of Company Law no. 31/1990, the agenda of the Ordinary General Meeting of Shareholders on November 27, 2023, initially published in the Official Gazette - Part IV- no. 4720 of October 23, 2023, in "Jurnalul National" daily newspaper no. 1059 of October 23, 2023 and on the Company's webpage (https://www.romgaz.ro/en/shareholder-meetings) starting from October 23, 2023, will be supplemented as follows:

1)  Approval of some corrections to financial and non-financial performance indicators resulted from SNGN Romgaz SA Governing Plan;

2)  Approve the template and the content of an addendum to be concluded to the contracts of mandate of board members, between SNGN Romgaz SA and members of the Board of Directors;

3)  Authorize the representative of the Ministry of Energy to sign the Addenda to the contracts of mandate with members of the Board of Directors.

Therefore, following supplementation, the agenda of the Ordinary General Meeting of Shareholders on November 27, 2023, 1:00 pm (Romania time) that will take place at the SNGN ROMGAZ SA working point located in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5^th floor, where only shareholders may attend and cast their vote who are registered on November 15, 2023 ("Reference Date") in the Company Shareholder Registry, kept and issued by the Depozitarul Central SA, shall be the following:

AGENDA

Item 1   Approval of some corrections to financial and non-financial performance indicators resulted from SNGN Romgaz SA Governing Plan

Item 2     Approve the template and the content of an addendum to be concluded to the contracts of mandate of board members, between SNGN Romgaz SA and members of the Board of Directors

Item 3   Authorize the representative of the Ministry of Energy to sign the Addenda to the contracts of mandate with members of the Board of Directors

Item 4     Approve decrease the loan facility ceiling provided under the Loan Facility Agreement No. 201812070225 concluded between SNGN Romgaz SA and Banca Comercială Română SA for issuance of bank guarantee instruments 

Item 5     Approve the extension by one year of the Loan Facility Agreement No. 201812070225 concluded between SNGN Romgaz SA and Banca Comercială Română SA for issuance of bank guarantee instruments 

Item 6     Authorise the Chief Executive Officer and the Chief Financial Officer of SNGN Romgaz SA to sign the Addendum to the Loan Facility Agreement No. 201812070225

Item 7     Authorise the persons who have type I and II signing rights in Banca Comercială Română to sign the requests for issuing and modifying guarantee instruments under the facility granted by Banca Comercială Română SA, 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

Item 8     Information on some significant transactions with afiliates concluded by SNGN Romgaz SA with banking companies during August 8, 2023 - October 16, 2023

Item 9      Information on some transactions concluded by Romgaz with other public companies   during July - October, 2023

Item 10    Authorise the Chairman and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders

The supplemented resolution draft of the OGMS will be available on the Company's webpage (https://www.romgaz.ro/en/shareholder-meetings) starting with November 14, 2023.

CHAIRMAN OF

THE BOARD OF DIRECTORS

DAN DRAGOS DRAGAN

 

END