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S.N.G.N. ROMGAZ S.A. - SNG

OGSM Resolution December 6, 2018

Release Date: 12/6/2018 3:56:45 PM

IRIS Code: B9FA6

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 6, 2018

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 December 6, 2018 (OGMS);

·         Appointment of Ernst&Young Assurance Services SRL as financial auditor of S.N.G.N. ROMGAZ S.A. and settlement of minimum term of the financial audit contract to 3 years, respectively the period 2018-2020. The appointment of the new financial auditor follows the expiration of the contract with Deloitte Romania SRL, contract valid for the period 2015-2018;

·         Approval of the additional gross dividend per share in amount of RON 1.86 resulting from the distribution of a total amount of RON 716,885,664 in form of additional gross dividends based on Articles II and III of EGO no. 29/2017. The additional gross dividends are allocated from the company’s reserves representing own sources of finance;

·         Establish December 28, 2018 as Payment Date

 

 

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, paragraph 1 from the Company Law no.31/1990.

 

 

Attached: Resolution no. 13 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of December 6, 2018

 

 

Chief Executive Officer,

Constantin Adrian VOLINTIRU

 

----------------------------------------------

 

RESOLUTION NO. 13/December 6, 2018

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

 

On December 6, 2018, 2:00 pm (Romania time), the shareholders of Societatea Nationala de Gaze Naturale „ROMGAZ” – S.A., (hereinafter referred to as “the Company” or “ROMGAZ”) have joined at the Ordinary General Meeting of Shareholders („OGMS”) of „ROMGAZ” at its first convening, at the headquarters of “ROMGAZ”, located in Medias, 4 Constantin Motas square, Sibiu County Romania, the conference room, the OGMS being opened by its Chairman, Mr. Jude Aristotel Marius, as director of the company, authorised by Board of Directors Resolution No 59 from December 4, 2018 to exercise the duties of the Chairman of the Board of Directors of Societatea Nationala de Gaze Naturale „ROMGAZ” – S.A., for the Ordinary General Meeting of Shareholders on December 6, 2018.

In accordance with Article 129 of Law no. 31/1990, „ROMGAZ” shareholders appoint Mr. Susanu Nicu-Romeo as OGMS secretary. 

Further to the debates, “ROMGAZ” shareholders, issues the following:

 

 

R E S O L U T I O N

 

Article 1

Appoints Ernst & Young Assurance Services S.R.L. as financial auditor of S.N.G.N. Romgaz S.A.

 

Article 2

Sets the minimum term of the financial audit contract to three years for providing specific services for years 2018, 2019 and 2020.

 

Article 3

Approves the distribution of the total amount of RON 716,885,664 as additional dividends, in compliance with art. II and art. III of GEO 29/2017, to the company’s shareholders, according to their participation in the company’s share capital.

 

Article 4

Approves the additional gross dividend per share of 1.86 RON/share. Additional gross dividends are to be distributed from the company’s reserves, representing own financing sources.

 

Article 5

Establishes December 21, 2018 as Record Date, that is the date to determine the shareholders eligible to receive additional dividends or other rights and who are affected by the Resolutions of the Ordinary General Meeting of Shareholders.

 

Article 6

Establishes December 20, 2018  as Ex Date, representing the date falling one settlement cycle minus one business day before the Record Date, as of which the financial instruments provided under the corporate bodies’ resolutions are traded without the rights resulting from such resolution.

 

Article 7

Establishes December 28, 2018 as Payment Date, which is the calendar day on which distribution of revenue related to securities, consisting of cash or securities, becomes certain.

 

Article 8

Authorises the chairman and the secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders.

 

 

The present Resolution was signed on December 6, 2018, in 4 (four) original copies.

 

 

 

CHAIRMAN OF THE MEETING

JUDE ARISTOTEL MARIUS

 

 

SECRETARY OF THE MEETING

SUSANU NICU-ROMEO

 



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