Last checked at 20 Apr 2023 14:10
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: April 20, 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:
· Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of April 20, 2023 (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. 6 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on April 20, 2023
Chief Executive Officer,
Razvan POPESCU
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RESOLUTION NO. 6/April 20, 2023
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 April 20, 2023, 1:00 pm (Romania time) at the S.N.G.N. ROMGAZ S.A. 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 increase of the Loan Facility ceiling provided under the Loan Facility Contract No. 201812070225, by RON 210,000,000, that is from RON 420,000,000 to RON 630,000,000.
The resolution was approved with 334,881,627 votes representing 86.8869% from the sharecapital and 100% from the total votes validly casted.
Article 2
Approves the issue of guarantee instruments for the guaranteed third party, which is Romgaz Black Sea Limited, acting through its Romanian branch, Romgaz Black Sea Limited Nassau (Bahamas) Sucursala București.
The resolution was approved with 334,881,627 votes representing 86.8869% from the sharecapital and 100% from the total votes validly casted.
Article 3
Empowers Mr. Razvan Popescu, as Chief Executiv Officer, and Mrs. Gabriela Tranbitas, as Chief Financial Officer, to sign the Addendum to the Loan Facility Contract No. 201812070225.
The resolution was approved with 334,881,627 votes representing 86.8869% from the sharecapital and 100% from the total votes validly casted.
Article 4
Empowers the persons having type I and II signing rights in Banca Comercială Română to sign the applications for issuing and modifying the guarantee instruments (bank letter guarantees, stand-by letter of credits) under the facility granted by Banca Comercială Română S.A., as well as any other documents in connection with the Loan Facility Contract, irrespective of the form such are concluded, including, but not limited to, addenda, draw/ issuance/ modification applications.
The resolution was approved with 334,881,627 votes representing 86.8869% from the sharecapital and 100% from the total votes validly casted.
Article 5
Takes note of the Report regarding the transactions concluded by SNGN Romgaz SA with affiliated parties during January 19, 2023 - March 7, 2023, pursuant to art. 52 par. (3) of GEO No. 109/2011.
The resolution was approved with 334,881,627 votes representing 86.8869% from the sharecapital and 100% from the total votes validly casted.
Article 6
Takes note of the Report on certain transactions concluded with between SNGN Romgaz SA and other public enterprises.
The resolution was approved with 334,881,627 votes representing 86.8869% from the sharecapital and 100% from the total votes validly casted.
Article 7
Authorises the Chairman and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders.
The resolution was approved with 334,881,627 votes representing 86.8869% from the sharecapital and 100% from the total votes validly casted.
This document was drafted on April 20, 2023, in 4 (four) copies.
CHAIRMAN OF
THE BOARD OF DIRECTORS
DAN DRAGOS DRAGAN
SECRETARY OF THE MEETING
CRAITA BUCHERU