20th Mar 2014 17:07
CURRENT REPORT
In compliance with the Romanian Capital Market Law no. 297/2004 and
CNVM Regulation no. 1/2006
Report date: March 20, 2014Company name: Societatea Nationala de Gaze Naturale 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
Regulated market where the issued securities are traded: Bucharest Stock Exchange
(BVB), London Stock Exchange (LSE)
Significant events to be reported:
· Convening of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on April 28, 2014, 11:00 AM (Romania time)
· Convening of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on April 28, 2014, 12:00 AM (Romania time)
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. convenes the Company's shareholders at the Extraordinary General Meeting of Shareholders (EGMS) and Ordinary General Meeting of Shareholders (OGMS) on April 28, 2014.
The reference material related to the Agenda of Romgaz EGMS and OGMS will be available at ROMGAZ Correspondence Entry, as well as on the Company's web page (www.romgaz.ro) starting from March 28, 2014, 6:30 PM (Romania time).
The Convening Notices of EGMS and OGMS were approved by ROMGAZ Board of Directors on March 20, 2014. The Convening Notices of the EGMS and OGMS are to be published in the Official Gazette of Romania Part IV and in at least one widely-spread Romanian newspaper.
Attached:
Convening Notice of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on April 28, 2014
Convening Notice of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on April 28, 2014
Resolution of the Board of Directors no.6 from March 20, 2014
Director General
Virgil - Marius 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 4, Medias, Sibiu County with a subscribed and paid up share capital of RON 385,422,400 (hereinafter referred to as "ROMGAZ" or the "Company"),
CONVENES
the Extraordinary General Meeting of Shareholders (EGMS) on April 28, 2014, 11:00 AM (Romania time) at S.N.G.N. "ROMGAZ"-S.A. Documentation and Information Centre, located in Medias, Soseaua Sibiului 5, Sibiu County, the conference room, as follows:
Item 1 Approval to correct the material error of the wording of Art. V, item b) of the Resolution No.1/ January 30, 2014of the Extraordinary General Meeting of Shareholders of ROMGAZ (EGMS Resolution No. 1/2014) by replacing the number 238 with number 260. As a result of correction, Art. V, item b) shall have the following wording: "approval (…) to establish, register and declare at the Trade Register Office attached to the Law Court of Sibiu 260 work locations as identified and presented in Annex 2 to this Resolution";
Item 2 Approval to modify Annex 2 to the EGMS S.N.G.N. "ROMGAZ" - S.A. Resolution No. 1/2014 by renumbering the items from 1 to 260
Item 3 Establish May 16, 2014 as "The Record Date", respectively the date for identifying the shareholders who are affected by the Resolutions of the Extraordinary General Meeting of Shareholders
Item 4 Authorizes the Chairman of the Board of Directors and the Secretary of the Meeting to execute the Resolution of the Extraordinary General Meeting of Shareholder, as per Article 16, paragraph 1 of the Articles of Incorporation of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.
Only shareholders who are registered as S.N.G.N. "ROMGAZ" S.A. shareholders at April 14, 2014 (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 EGMS.
Informational documents related to the items of the EGMS agenda, the drafts of the resolutions proposed to be approved by the EGMS will be available starting with March 28, 2014 on working days at the registry desk of the Company located in Medias, Piata Constantin Motas 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 EGMS.
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 EGMS ("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 EGMS ("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 April 7, 2014, 3:30 PM (Romania time). Both means of transmission must contain the mention "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF APRIL 28, 2014" 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 3 months before the publishing date of the EGMS convening notice at the earliest; 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 supporting documents for the proposals of new items on the agenda and/or of the drafts of resolutions related to the items included or proposed to be included on the agenda, will be available starting from April 11, 2014 at the registry desk of the Company located in Medias, Piata Constantin Motas 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 EGMS.
The shareholders of the Company may submit questions in writing, in Romanian or English language, related to the items of the EGMS agenda. The written questions related to the items of the EGMS 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 April 16, 2014, 3:30 PM (Romania time) with the clear mention written in upper case "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF APRIL 28, 2014".
The shareholders of the Company will send written questions related to the items of the EGMS 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 3 months before the publishing date of the EGMS convening notice at the earliest; 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 EGMS and may vote:
i) in person - direct vote;
ii) through a representative with a special power of attorney;
iii) by correspondence.
Shareholders may be represented in the EGMS 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, in Romanian and in English language, starting from March 28, 2014 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 "abstain" 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 EGMS;
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, in Romanian and in English language, shall be transmitted by the shareholder to ROMGAZ Correspondence Entry, by any form of courier service with proof of delivery no later than April 27, 2014, 11:00 AM (Romania time), in sealed envelope, clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF APRILIE 28, 2014", 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 country where the shareholder is duly incorporated, proving the capacity as legal representative, issued 3 months before the publishing date of the EGMS convening notice at the earliest. For receiving and registration the special power of attorney sent by shareholders for EGMS of April 28, 2014, Romgaz Correspondence Entry is open on April 26, 2014 and on April 27, 2014 as well, between hours 08:00 - 11:00 AM (Romania time).
If the representative is a credit institution providing custodian services, a special power of attorney shall be provided, drafted in accordance with Regulation 6/2009 of CNVM and CNVM Executive Order No. 26/20 December 2012, signed by that respective shareholder and, mandatorily accompanied by a sworn statement issued by the credit institution which has received the special power of attorney for representation and stating that:
a) the credit institution provides custodian services for that respective shareholder;
b) the instructions of the special power of attorney are identical to those comprised by the SWIFT message received by the credit institution with a view to voting on behalf of the respective shareholder;
c) the special power of attorney is signed by the shareholder.
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 April 27, 2014, 11:00 AM (Romania time).
The access of shareholders authorized to attend EGMS 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 EGMS), 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 as 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, issued 3 months before the publishing date of the EGMS convening notice at the earliest. 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 vote by correspondence, prior to EGMS, by using the voting ballot form for the vote by correspondence (the "Voting Ballot").
The Voting Ballot:
a) shall be available, in Romanian and in English language, starting from MARCH 28, 2014, 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 "abstain" 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 EGMS.
The Voting Ballots shall be transmitted as original copies, in Romanian or English language, to ROMGAZ Correspondence Entry, by any 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 APRIL 27, 2014, 11:00 AM (Romania time), clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF APRIL 28, 2014". For receiving and registration the special power of attorney sent by shareholders for EGMS on April 28, 2014, Romgaz Correspondence Entry is open on April 26 and 27, 2014 as well, between hours 08:00 - 11:00 AM (Romania time).
The Voting Ballots, 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, proving the capacity as legal representative, issued 3 months before the publishing date of the EGMS convening notice at the earliest.
If new items are added on the Agenda, after publishing the Convening Notice, the updated special power of attorney and Voting Ballot will be available at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro), starting from April 11, 2014.
The Voting Ballots which are not received at the ROMGAZ Correspondence Entry or by e-mail until April 27, 2014, 11:00 AM (Romania time) shall not be counted towards the quorum and majority in the EGMS.
If the agenda is supplemented/updated and the shareholders do not submit their updated powers of attorney and updated voting ballots by correspondence, the special powers of attorney and the voting ballots by correspondence submitted prior to publication of the supplemented/updated agenda shall be taken into account only in respect of the points that are included in the supplemented/updated agenda.
Should the statutory quorum for convening EGMS not be met on the first date, namely April 28, 2014, the EGMS is convened on April 29, 2014, 11:00 AM (Romania time), at the same place and with the same agenda. In the event of a new convening, the Reference Date for identifying the shareholders entitled to attend and vote in the EGMS is the same, namely April 14, 2014.
Additional information can be obtained from the Board of Directors and General Shareholders 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
______________________________________________________
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 4, Medias, Sibiu County 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 April 28, 2014, 12:00 AM (Romania time) at S.N.G.N. "ROMGAZ"-S.A. Documentation and Information Centre, located in Medias, Soseaua Sibiului 5, Sibiu County, the conference room, as follows:
A G E N D A
Item 1 Approval of annual individual financial statements drawn up on December 31, 2013 (statement of financial position at the end of the period, statement of global result, statement of changes in stockholders' equity, statement of cash flows, reports including the summary of the significant accounting policies and other explanatory information) in accordance with the International Financial reporting Standards (IFRS) based on the Board of Directors Report for financial year 2013 and Audit Report
Item 2 Approval of the proposal regarding the distribution of net profit on December 31, 2013
Item 3 Approval of gross dividend per share, dividends payment term and modalities for financial year 2013
Item 4 Approval of loss coverage accomplished as a result of the implementation of IAS 29 for the first time
Item 5 Approval of retained earnings deriving from the retreat on the date of International Financial Reporting Standards (IFRS) adoption
Item 6 Approval of discharge the members of the Board of Directors for financial year 2013
Item 7 Annual Report of the Nomination and Remuneration Committee as far as regards the remunerations and other benefits awarded to the members of the Board of Directors and the managers, during the financial year 2013
Item 8 Report on the modality of fulfilment on December 31, 2013 of the performance criteria and objectives established under the Contract of Mandate of Director General of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.
Item 9 Approval of Corporate Governance Rules of S. N. G.N. "ROMGAZ" - S.A. in order to align Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. to the principles provided in the Code of Corporate Governance of Bucharest Stock Exchange
Item 10 Establish May 16, 2014 as "The Record Date", respectively the date for identifying the shareholders who will receive dividends or other rights and who are affected by the Resolutions of the Ordinary General Meeting of Shareholders
Item 11 Authorize 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 Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.
Only shareholders who are registered as S.N.G.N. "ROMGAZ" S.A. shareholders at April 14, 2014 (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 will be available starting with March 28, 2014 on working days at the registry desk of the Company located in Medias, Piata Constantin Motas 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 April 7, 2014, 3:30 PM (Romania time). Both means of transmission must contain the mention "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF APRIL 28, 2014" 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 3 months before the publishing date of the OGMS convening notice at the earliest; 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 supporting documents for the proposals of new items on the agenda and/or of the drafts of resolutions related to the items included or proposed to be included on the agenda, will be available starting from April 11, 2014 at the registry desk of the Company located in Medias, Piata Constantin Motas 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.
The shareholders of the Company may submit questions in writing, in Romanian or English language, 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 April 16, 2014, 3:30 PM (Romania time) with the clear mention written in upper case "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF APRIL 28, 2014".
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 3 months before the publishing date of the OGMS convening notice at the earliest; 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:
i) in person - direct vote;
ii) through a representative with a special power of attorney;
iii) 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, in Romanian and in English language, starting from March 28, 2014 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 "abstain" 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, in Romanian and in English language, shall be transmitted by the shareholder to ROMGAZ Correspondence Entry, by any form of courier service with proof of delivery no later than April 27, 2014, 12:00 AM (Romania time), in sealed envelope, clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF APRILIE 28, 2014", 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 country where the shareholder is duly incorporated, proving the capacity as legal representative, issued 3 months before the publishing date of the OGMS convening notice at the earliest. For receiving and registration the special power of attorney sent by shareholders for OGMS of April 28, 2014, Romgaz Correspondence Entry is open on April 26, 2014 and on April 27, 2014 as well, between hours 08:00 - 12:00 AM (Romania time).
If the representative is a credit institution providing custodian services, a special power of attorney shall be provided, drafted in accordance with Regulation 6/2009 of CNVM and CNVM Executive Order No. 26/20 December 2012, signed by that respective shareholder and, mandatorily accompanied by a sworn statement issued by the credit institution which has received the special power of attorney for representation and stating that:
a) the credit institution provides custodian services for that respective shareholder;
b) the instructions of the special power of attorney are identical to those comprised by the SWIFT message received by the credit institution with a view to voting on behalf of the respective shareholder;
c) the special power of attorney is signed by the shareholder.
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 April 27, 2014, 12:00 AM (Romania time).
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 as 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, issued 3 months before the publishing date of the OGMS convening notice at the earliest. 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 vote by correspondence, prior to OGMS, by using the voting ballot form for the vote by correspondence (the "Voting Ballot").
The Voting Ballot:
a) shall be available, in Romanian and in English language, starting from MARCH 28, 2014, 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 "abstain" 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 Ballots shall be transmitted as original copies, in Romanian or English language, to ROMGAZ Correspondence Entry, by any 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 APRIL 27, 2014, 12:00 AM (Romania time), clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF APRIL 28, 2014". For receiving and registration the special power of attorney sent by shareholders for OGMS on April 28, 2014, Romgaz Correspondence Entry is open on April 26 and 27, 2014 as well, between hours 08:00 - 12:00 AM (Romania time).
The Voting Ballots, 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, proving the capacity as legal representative, issued 3 months before the publishing date of the OGMS convening notice at the earliest.
If new items are added on the Agenda, after publishing the Convening Notice, the updated special power of attorney and Voting Ballot will be available at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro), starting from April 11, 2014.
The Voting Ballots which are not received at the ROMGAZ Correspondence Entry or by e-mail until April 27, 2014, 12:00 AM (Romania time) shall not be counted towards the quorum and majority in the OGMS.
If the agenda is supplemented/updated and the shareholders do not submit their updated powers of attorney and updated voting ballots by correspondence, the special powers of attorney and the voting ballots by correspondence submitted prior to publication of the supplemented/updated agenda shall be taken into account only in respect of the points that are included in the supplemented/updated agenda.
Should the statutory quorum for convening OGMS not be met on the first date, namely April 28, 2014, the OGMS is convened on April 29, 2014, 12:00 AM (Romania time), at the same place and with the same agenda. In the event of a new convening, the Reference Date for identifying the shareholders entitled to attend and vote in the OGMS is the same, namely April 14, 2014.
Additional information can be obtained from the Board of Directors and General Shareholders 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
_______________________________________________________
BOARD OF DIRECTORS
R E S O L U T I O N NO. 6 / 2014
of the Board of Directors of Societatea Naţionala de Gaze Naturale
"ROMGAZ" - S.A. Medias,
meeting of March 20, 2014
The Board of Directors of S.N.G.N. "ROMGAZ" - S.A., a company managed in a 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 4, Medias, Sibiu County, Romania,
convened in accordance with the provisions of Art. 1413 (2) of Law No. 31/1990, Company Law, republished, as amended, in conjunction with Art. 20 (9) of the updated Articles of Incorporation of S.N.G.N. "ROMGAZ" - S.A.,
in accordance with the provisions of Law No. 31/1990, Company Law, republished, as amended, and with the provisions of the updated Articles of Incorporation of S.N.G.N. "ROMGAZ" - S.A., by unanimous vote of the directors expressed in writing, issues the following,
R E S O L U T I O N:
Art. 1. Subject to the provisions of Art. 117 of Law No. 31/1990, Company Law, republished, as amended, of Law No. 297/2004 on the capital market, republished, as amended, the Rules of Securities National Commission (C.V.N.M.) No. 6/August 19, 2009, the Government Emergency Ordinance No. 109/2011 on public companies corporate governance and the Articles of Incorporation of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., as updated, the Board of Directors decides to:
1. Approve the convening of the Extraordinary General Meeting of Shareholders (EGMS) of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.
2. Establish April 28, 2014, 11:00 AM (Romania time) and the date of April 29, 2014, 11:00 AM (Romania time), respectively, if upon the date of first convening of EGMS the validity conditions for holding the EGMS are not met, as the date of the Extraordinary General Meeting of Shareholders of S.N.G.N. "ROMGAZ" -S.A.. The place where the EGMS will be held is the Documentation and Information Centre, located in Medias, Soseaua Sibiului, No. 5, Sibiu County, the conference room.
3. Establish April 14, 2014 (the "Reference Date") as identification date for the shareholders who have the right to participate in the EGMS on 28/29 of April 2014 and to cast their votes during such meeting.
4. Approve the Agenda of the EGMS of 28/29 of April 2014, namely:
Item 1 Approval to correct the material error of the wording of Art. V, item b) of the Resolution No.1/January 30, 2014 of the Extraordinary General Meeting of Shareholders of ROMGAZ (EGMS Resolution No.1/2014) by replacing the number 238 with number 260. As a result of correction, Art. V, item b) shall have the following wording: "approval (…) to establish, register and declare at the Trade Register Office attached to the Law Court of Sibiu 260 work locations as identified and presented in Annex 2 to this Resolution";
Item 2 Approval to modify Annex 2 to the EGMS S.N.G.N. "ROMGAZ" - S.A. Resolution No. 1/2014 by renumbering the items from 1 to 260
Item 3 Establish May 16, 2014 as "The Record Date", respectively the date for identifying the shareholders who are affected by the Resolutions of the Extraordinary General Meeting of Shareholders
Item 4 Authorizes the Chairman of the Board of Directors and the Secretary of the Meeting to execute the Resolution of the Extraordinary General Meeting of Shareholder, as per Article 16, paragraph 1 of the Articles of Incorporation of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.
5. Authorise Mrs. Aurora Negrut, acting as Chairman of the Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., to sign the Convening Notice for the Extraordinary General Meeting of Shareholders.
Art.2. Subject to the provisions of Art. 117 of Law No. 31/1990, Company Law, republished, as amended, of Law No. 297/2004 on the capital market, republished, as amended, the Rules of Securities National Commission (C.V.N.M.) No. 6/August 19, 2009, the Government Emergency Ordinance No. 109/2011 on public companies corporate governance and the Articles of Incorporation of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., as updated, the Board of Directors decides to:
1. Approve the convening of the Ordinary General Meeting of Shareholders (OGMS) of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.
2. Establish April 28, 2014, 12:00 AM (Romania time) and the date of April 29, 2014, 12:00 AM (Romania time), respectively, if upon the date of first convening of OGMS the validity conditions for holding the OGMS are not met, as the date of the Ordinary General Meeting of Shareholders of S.N.G.N. "ROMGAZ" -S.A.. The place where the OGMS will be held is the Documentation and Information Centre, located in Medias, Soseaua Sibiului, No. 5, Sibiu County, the conference room
3. Establish April 14, 2014 (the "Reference Date") as identification date for the shareholders who have the right to participate in the OGMS on 28/29 of April 2014 and to cast their votes during such meeting.
4. Approve the Agenda of the OGMS of 28/29 of April 2014, namely:
Item 1 Approval of annual individual financial statements drawn up on December 31, 2013 (statement of financial position at the end of the period, statement of global result, statement of changes in stockholders' equity, statement of cash flows, reports including the summary of the significant accounting policies and other explanatory information) in accordance with the International Financial reporting Standards (IFRS) based on the Board of Directors Report for financial year 2013 and the Audit Report
Item 2 Approval of the proposal regarding the distribution of net profit on December 31, 2013
Item 3 Approval of gross dividend per share, dividends payment term and modalities for financial year 2013
Item 4 Approval of loss coverage accomplished as a result of the implementation of IAS 29 for the first time
Item 5 Approval of retained earnings deriving from the retreat on the date of International Financial Reporting Standards (IFRS) adoption
Item 6 Approval of discharge the members of the Board of Directors for financial year 2013
Item 7 Annual Report of the Nomination and Remuneration Committee as far as regards the remunerations and other benefits awarded to the members of the Board of Directors and the managers, during the financial year 2013
Item 8 Report on the modality of fulfilment on December 31, 2013 of the performance criteria and objectives established under the Contract of Mandate of Director General of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.
Item 9 Approval of Corporate Governance Rules of S. N. G.N. "ROMGAZ" - S.A. in order to align Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. to the principles provided in the Code of Corporate Governance of Bucharest Stock Exchange
Item 10 Establish May 16, 2014 as "The Record Date", respectively the date for identifying the shareholders who will receive dividends or other rights and who are affected by the Resolutions of the Ordinary General Meeting of Shareholders
Item 11 Authorize 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 Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.
6. Authorise Mrs. Aurora Negrut, acting as Chairman of the Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., to sign the Convening Notice for the Ordinary General Meeting of Shareholders.
CHAIRMAN OF
THE BOARD OF DIRECTORS
Aurora Negrut
Related Shares:
Romgaz S