Convening Notice OGMS on December 30 2013

CURRENT REPORT

In compliance with the Romanian Capital Market Law no. 297/2004 and

CNVM Regulation no. 1/2006

Report date: November 28, 2013Company name: S.N.G.N. ROMGAZ S.A.

Address: Medias, 4 Constantin I.Motas Square, Sibiu County - Romania, 551130Phone/fax no: 004-0269-201020 / 004-0269-846901

Fiscal Code: RO14056826

Trade Register registration number: J32/392/2001

Subscribed and paid in share capital: 385 422 400 RON

Significant event to be reported:

Convening of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. for December 30, 2013.

In compliance with Company Law no.31/1990, Capital Market Law no.297/2004 and CNVM Regulation no. 1/2006 on issuers and operations with securities, S.N.G.N. ROMGAZ S.A. herewith convenes the Company's shareholders at the Ordinary General Meeting of Shareholders (OGMS) on December 30, 2013 (attached hereto).

The supporting materials of OGMS agenda will be available to the shareholders starting with November 28, 2013.

The Convening Notice of OGMS was approved by ROMGAZ Board of Directors on November 27, 2013. The Convening Notice of the OGMS is to be published in the Official Gazette of Romania Part IV and in two widely-spread Romanian newspapers.

Attached:

Convening Notice of Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. for December 30, 2013.

Director General,

Virgil Metea

C O N V E N I N G N O T I C E

The Board of Directors of S.N.G.N. "ROMGAZ" - S.A., a company managed in an one-tier system, incorporated and operating under the laws of Romania, registered with the Trade Register Office of Sibiu Court under number J32/392/2001, fiscal code RO 14056826, having its headquarters at Piata Constantin Motas, no. 4, Medias, with a subscribed and paid up share capital of RON 385,422,400 (hereinafter referred to as "ROMGAZ" or the "Company"),

CONVENES

the Ordinary General Meeting of Shareholders (OGMS) on December 30, 2013, 10:00 hours AM at S.N.G.N. "ROMGAZ"-S.A. Documentation and Information Centre, located in Medias, Soseaua Sibiului, No. 5, Sibiu County, the conference room, with the following:

AGENDA

Item 1 Establishing the rectified Income and Expenditure Budget for 2013 of S.N.G.N.ROMGAZ" S.A.

Item 2 Establishing January 17, 2014 as the record date of the shareholders who are affected by the Resolutions of the Ordinary General Meeting of Shareholders.

Item 3 Authorizing the Chairman of the Board of Directors and the Secretary of the Meeting to execute the Resolution of the Ordinary General Meeting of Shareholders, as per article 16, paragraph 1 of the Articles of Incorporation of S.N.G.N. "ROMGAZ" S.A.

Only shareholders who are registered as S.N.G.N. "ROMGAZ" S.A. shareholders at December 20, 2013 (the "Reference Date") in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A. (Central Depositary) may attend and cast their votes in OGMS.

Informational documents related to the items of the OGMS agenda, the drafts of the resolutions proposed to be approved by the OGMS and the proposals for new items on the agenda of the OGMS received in due time (if applicable) will be available starting with November 28, 2013 on working days at the registry desk of the Company located in Mediaş, Piata Constantin Motaş 4, Sibiu County, Romania, postal code 551130 ("ROMGAZ Correspondence Entry") as well as on the website of the Company (www.romgaz.ro). ROMGAZ Correspondence Entry is open between hours 7:30 AM - 3:30 PM (Romania time), except for non-business days and public holidays. The shareholders of the Company may obtain, upon request, copies of the documents related to the items included on the agenda of the OGMS.

One or more shareholders, representing individually or jointly at least 5% of the share capital of the Company, may demand through a request submitted to the Board of Directors of the Company the insertion of additional items on the agenda of the OGMS ("proposals with respect to adding new items on the agenda") and submit draft resolutions for the items included or proposed to be included on the agenda of the OGMS ("draft resolutions for the items included or proposed to be included on the agenda").

Proposals with respect to adding new items on the agenda have to be accompanied by a justification and/or a resolution draft submitted for approval.

Proposals with respect to adding new items on the agenda and draft resolutions for the items included or proposed to be included on the agenda will be:

a)sent to and registered at ROMGAZ Correspondence Entry by any type of courier service with proof of delivery, or by e-mail with incorporated extended electronic signature in accordance with Law no. 455/2001 on the electronic signature at [email protected] by December 13, 2013, 3:30 PM hrs (Romania time). Both means of transmission must contain the mention "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 30, 2013" written clearly and in upper case.

b)for natural person shareholders, accompanied by copies of the identity documents of the shareholders ( the identity documents must enable the identification of the shareholders in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A.) and for legal person shareholders, accompanied by the copy of the identity document of the legal representative together with the original or a true copy of the excerpt issued by the Trade Register or any other document, original or true copy, issued by a competent authority from the country where the shareholder is legally registered, proving the capacity as legal representative, issued the latest 3 months before the date the OMGS convening notice is published; documents proving the capacity as legal representative drafted in a foreign language, other than English, shall be accompanied by their certified translation into Romanian or English.

The shareholders of the Company may submit questions in writing related to the items of the OGMS agenda. The written questions related to the items of the OGMS agenda will be sent and registered at ROMGAZ Correspondence Entry by any type of courier service with proof of delivery, or by e-mail with incorporated extended electronic signature in accordance with Law no. 455/2001 on the electronic signature at [email protected] by December 13, 2013, 3:30 PM hrs (Romania time) with the clear mention written in upper case "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 30, 2013".

The shareholders of the Company will send written questions related to the items of the OGMS agenda; in respect of natural person shareholders, accompanied by copies of the identity documents of the shareholders ( the identity documents must enable the identification of the shareholders in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A.) and in respect of legal person shareholders, accompanied by the copy of the identity document of the legal representative together with the original or a true copy of the excerpt issued by the Trade Register or any other document, original or true copy, issued by a competent authority from the country where the shareholder is legally registered, proving the capacity as legal representative, issued the latest 3 months before the date the OMGS convening notice is published; documents proving the capacity as legal representative drafted in a foreign language, other than English, shall be accompanied by their certified translation into Romanian or English.

Shareholders registered at the Reference Date in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A may attend the OGMS and may vote:

1-in person - direct vote;

2-through a representative with a special power of attorney;

3-by correspondence

Shareholders may be represented in the OGMS by their legal representative or by a conventional representative who was given a special power of attorney, based on the form of the special power of attorney provided by the Company.

The special power of attorney form:

a) shall be made available, starting from November 28, 2013 at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro);

b) shall provide the shareholder identification method, the number of owned shares and the voting options "for" or "against" or "abstention" for every issue that is subject to voting procedure;

c) shall be updated by the Company if new items are added to the agenda of the OGMS;

d) shall be filled in by the shareholder in three counterparts: one for the shareholder, one for the representative, and one for the Company.

Original copies of the special power of attorney shall be transmitted by the shareholder to ROMGAZ Correspondence Entry, by any type of form of courier service with proof of delivery no later than December 27, 2013, 10:00 AM, in sealed envelope, clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 30, 2013", along with the copy of the shareholder's identity document (for natural person shareholders - copy of the identity document, and for legal persons shareholders - copy of the legal representative identity document) as the case may be, along with the original or the certified true copy of the excerpt issued by the Trade Register or the original or the certified true copy of any other document, issued by a competent authority of the state where the shareholder is duly incorporated, in order to prove the capacity of the legal representative, being no older than 3 months as from the date of publication of the OGMS Convening Notice.

The special powers of attorney may be also sent by e-mail at the address: [email protected], having attached an extended electronic signature in accordance with the Law on Digital Signature No. 455/2001, no later than December 27, 2013, 10:00 AM (Romania hour).

The access of shareholders authorized to attend OGMS is allowed based on simple proof of identity, as follows:

a)in case of natural person shareholders - based on the identity document;

b)in case of legal persons - based on the copy of the excerpt or equivalent and of the legal representative identity document, or the document proving the capacity as legal representative (if the legal representative of the institutional investor is not able to attend the OGMS), as the case may be;

c)in case of a conventional representative, the documents provided at letter a) and b) above along with the special power of attorney.

The capacity of legal representative shall be attested by providing an excerpt issued by the Trade Register (or by another institution of similar authority from the resident country of the foreign legal person shareholder), as original or certified true copy, being no older than 3 months as from the date of publication of the OGMS Convening Notice. The documents attesting the capacity of the legal representative presented in a foreign language, other than the English language, shall be accompanied by their translation into Romanian or English performed by a certified translator.

The shareholders of the Company may vote by correspondence, prior to OGSM, by using the voting bulletin for the vote by correspondence (the "Voting Bulletin").

The Voting Bulletin:

a) shall be available, starting from November 28, 2013, at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro);

b) shall provide the shareholder identification method, the number of owned shares and the voting options "for" or "against" or "abstention" for every issue that is subject to voting procedure;

c) shall be updated by the Company if new items are added on the agenda of the OGMS;

The Voting Bulleting shall be transmitted as original copies to ROMGAZ Correspondence Entry, by any type of form of courier service with proof of delivery, or by e-mail at the address: [email protected], having attached an extended electronic signature in accordance with the Law on Digital Signature No. 455/2001, no later than December 27, 2013, 10:00 AM (Romania hour), clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 30, 2013".

The Voting Bulletins, filled and signed accompanied by copies of the shareholders' identification documents (identity documents for natural persons, identity document of the legal representative for legal persons, respectively) as the case may be, along with the excerpt, as original or certified true copy, issued by the Trade Register or any other document, as original or certified true copy,issued by a competent authority of the state where the shareholder is duly incorporated, in order to prove the capacity of the legal representative, being no older than 3 months as from the date of publication of the OGMS Convening Notice.

The Voting Bulletins which are not received at the ROMGAZ Correspondence Entry or by e-mail until December 27, 2013 , hours 10:00 AM (Romania hour) shall not be counted towards the quorum and majority in the OGMS.

When filling in the special power of attorney and the Voting Bulletin, please consider that new items could be added on the Agenda, in which case the updated Agenda will be published no later than December 19, 2013. In this case the updated special power of attorney and Voting Bulletin will be available at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro).

If the agenda is supplemented/updated and the shareholders do not submit their updated powers of attorney and updated voting bulletins by correspondence, the special powers of attorney and the voting bulletins by correspondence submitted prior to publication of the supplemented agenda shall be taken into account only in respect of the points that are included in the supplemented agenda.

Should the statutory quorum for convening OGMS not be met on the first date, namely December 30, 2013, the OGMS is convened at December 31, 2013, hours 10:00 AM, at the same place and with the same agenda. In the event of a new convening, the Reference Date determined to establish the shareholders entitled to attend and vote in the OGMS is the same, namely December 20, 2013.

Additional information can be obtained from the Board of Directors and General Shareholder Meeting Secretary Department, at the phone number 0040 269 201019, and on the Company web page (www.romgaz.ro).

CHAIRMAN OF THE BOARD OF DIRECTORS

Aurora NEGRUT