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, 5th 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
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