Notice of EGM

CURRENT REPORT

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

CNVM Regulation no. 1/2006

Report date: February 11, 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

Significant event to be reported:

Convening of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on March 17, 2014.

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) on 17 March, 2014.

The reference material related to the Agenda of Romgaz EGMS will be available at ROMGAZ Correspondence Entry, as well as on the Company's web page (www.romgaz.ro) starting from February 13, 2014, after 6 PM (Romania time).

The Convening Notice of EGMS was approved by ROMGAZ Board of Directors on February 10, 2014. The Convening Notice of the EGMS is 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 March 17, 2014

Resolution of the Board of Directors no.3 from February 10, 2014

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 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 March 17, 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, with the following:

AGENDA

Item 1 Approval of participation of S.N.G.N. ROMGAZ S.A. to the increase of share capital of the Project Company - Hidro Tarnita S.A. by subscribing a number of 88,900 new issued shares with a nominal value of Lei 100, issued by Hidro Tarnita S.A., according to the approval of the Board of Directors

Item 2 Approval to include in the budget proposal for 2014 the amounts required for payment of the subscribed shares issued by Hidro Tarnita S.A.

Item 3 Approval of the Agreement in principle to achieve the project "Submarine Interconnection Cable of 400 Kv High Voltage Direct Current Cable Romania - Turkey ", preliminary approved by the Board of Directors

Item 4 Approval of participation of S.N.G.N. ROMGAZ S.A. to the setup of the Project Company - "High Voltage Direct Current Cable Romania - Turkey S.A." by subscription and payment of the equivalent amount of 2,000,000 shares with a nominal value of EUR 1

Item 5 Approval to include in the budget proposal for 2014 the amounts required for payment of the subscribed shares issued by Project Company - "HVDCC Romania - Turkey S.A.".

Item 6 Establishing April 02, 2014 as the record date of the shareholders who are affected by the Resolutions of the Extraordinary General Meeting of Shareholders

Item 7 Authorizing the Chairman of the Board of Directors and the Secretary of the Meeting to execute the Resolution of the Extraordinary 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 on March 05, 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 from February 13, 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 agendahave to be accompanied by a justification and/or a resolution draft submitted for approval.

Proposals with respect to adding new items on the agendaand 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 to [email protected] by February 28, 2014, 3:30 PM (Romania time). Both means of transmission must contain the indication "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF MARCH 17, 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 with MARCH 04, 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 MARCH, 05 2014, 3:30 PM (Romania time) with the clear indication written in upper case "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF MARCH 17, 2014".

The shareholders of the Company will send written questions related to the items of the EGMS agenda; natural person shareholders will provide also 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 legal person shareholders will provide also copies 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 FEBRUARY 13, 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 March 14, 2014, 3:30 PM (Romania time), in sealed envelope, clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF MARCH 17, 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) and, 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. 

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 MARCH 14, 2014, 3:30 PM (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 FEBRUARY 13, 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 MARCH 14, 2014, 3:30 PM (Romania time), clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF MARCH 17, 2014".

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, shall be transmitted 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, 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 MARCH 04, 2014.

The Voting Ballots which are not received at the ROMGAZ Correspondence Entry or by e-mail until MARCH 14, 2014, 3:30 PM (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 MARCH 17, 2014, the EGMS is convened at MARCH 18, 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 EGMS is the same, namely March 05, 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. 3 / 2014

of the Board of Directors of Societatea Nationala de Gaze Naturale

"ROMGAZ" - S.A. Medias,

meeting of February 10, 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. 119 (1) of Law No. 31/1990, Company Law, republished, as amended, in conjunction with Art. 13 (2) of the updated Articles of Incorporation of S.N.G.N. "ROMGAZ" - S.A., joined in the meeting of February 10, 2014, 12:00 AM (Romania time), by conference -call, at Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. headquarters,

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., on the basis of the documents provided for the Agenda and on the discussions held during the meeting of February 10, 2014, issues the following,

R E S O L U T I O N:

Art. 1. Subject to the provisions of Art. 119(1) 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 Art. 13(2) of the Articles of Incorporation of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., as updated, and on the basis of the letters of the Department for Energy - General Division for Privatization and State Ownership Administration in Energy No. 150120/January 17, 2014, No. 150225/January 23, 2014, and No. 150370/February 7, 2014 and registered within S.N.G.N. "ROMGAZ" - S.A. under No. 1273/ January 17, 2014, No. 2066/ January23, 2014 and No. 4140/February 7, 2014, respectively, the Board of Directors decides to:

a)Approve the convening of the Extraordinary General Meeting of Shareholders ( EGMS) of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.

b)Establish March 17, 2014, 12:00 AM (Romania time) and the date of March 18, 2014, 12:00 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.

c)Establish March 05, 2014 (the "Reference Date") as identification date for the shareholders who have the right to participate in the EGMS on 17/18 of March 2014 and to cast their votes during such meeting.

d)Approve the Agenda of the EGMS of 17/18 of March 2014, as it was proposed by the shareholder, the Ministry of Economy - Department for Energy, namely:

Item 1Approval of participation of S.N.G.N. ROMGAZ S.A. to the increase of share capital of the Project Company - Hidro Tarnita S.A. by subscribing a number of 88,900 new issued shares with nominal value of Lei 100, issued by Hidro Tarnita S.A., according to the preliminary approval of the Board of Directors

Item 2Approval to include in the budget proposal for 2014 the amounts required for payment of the subscribed shares issued by Hidro Tarnita S.A.

Item 3Approval of the Agreement in Principle to achieve the project "Submarine Interconnection Cable of 400 Kv Romania - Turkey ", preliminary approved by the Board of Directors

Item 4Approval of participation of S.N.G.N. ROMGAZ S.A. to the establishment of the Project Company - "High Voltage Direct Current Cable Romania - Turkey S.A." by subscription and payment of the equivalent amount of 2,000,000 shares with nominal value of EUR 1

Item 5Approval to include in the budget proposal for 2014 the amounts required for payment of the subscribed shares issued by Project Company - "HVDCC Romania - Turkey S.A.".

Item 6Establishing April 02, 2014 as the record date of the shareholders who are affected by the Resolutions of the Extraordinary General Meeting of Shareholders

Item 7Authorizing the Chairman of the Board of Directors and the Secretary of the Meeting to execute the resolution of the Extraordinary General Meeting of Shareholders, according to the provisions of Art. 16, par. 1 of the Articles of Incorporation of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. .

e)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 of 17/18 March 2014.

Chairman of

the Board of Directors

Aurora Negrut