16th Sep 2014 16:04
CURRENT REPORT
In compliance with the Romanian Capital Market Law no. 297/2004 and
CNVM Regulation no. 1/2006
Report date September 16, 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 event to be reported:
· Convening of the Extraordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on October 21(22), 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) on October 21 (22), 2014.
Informational documents related to the EGMS Agenda will be available as from September 19, 2014 at ROMGAZ Correspondence Entry, as well as on the Company's website (www.romgaz.ro).
The Convening Notice of EGMS was approved by ROMGAZ Board of Directors on September 16, 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 October 21 (22), 2014
Resolution of the Board of Directors no.19 from September 16, 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 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 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 October 21,2014, 12:00 AM (Romania Time) at the headquarters of S.N.G.N. "ROMGAZ"-S.A., located in Medias, Piata Constantin Motas 4, Sibiu County, the conference room, having the following:
AGENDA
Item 1 Approval of the quarterly reports presented by the Board of Directors on the procurement of goods, services and works with values exceeding EUR 500,000/procurement (in case of goods and works) and EUR 100,000/procurement (in case of services), and of the implementation of a centralized system for monitoring the company's public procurements. Such system shall operate as of January 1, 2015. The information will be included in the Board of Directors quarterly report to be published on the company's website. The report shall contain information regarding the legal basis for carrying out the procurement, the procurement process, the procurement contract scope, value and duration. Interim information shall be presented on monitoring and implementing the centralized system.
Item 2 Approval of an annual report prepared by the Board of Directors on the sponsorships the company made, and to publish on the company's website by latest the end of January the previous year report.
Item 3 Approval for the Board of Directors to draft by the end of 2014 the 2015-2025 Development Strategy in line with the company's business management plan prepared by the Board of Directors.
Item 4 Setting November 6, 2014 as "Record Date", respectively the date for identifying the shareholders who are affected by the Resolutions of the Extraordinary General Meeting of Shareholders
Item 5 Authorize the Chairman of the Meeting and the Secretary of the Meeting to execute the Resolution of the Extraordinary General Meeting of Shareholders
Only shareholders who are registered as S.N.G.N. "ROMGAZ" S.A. shareholders on October 10, 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 draft resolutions proposed to be adopted by the EGMS will be available from September 19,2014 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 EGMS agenda.
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 to add 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 to add new items on the agenda shall be accompanied by a justification and/or a draft resolution proposed to be adopted.
Proposals to add new items on the agenda and justification and/or draft resolutions for the items included or proposed to be included on the agenda shall 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 October 6, 2014, 3:30 PM (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF OCTOBER 21, 2014".
b) In case of shareholders natural persons, accompanied by copies of the identity documents of the shareholders (the identity documents shall enable the identification of the shareholders in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A.) and in case of shareholders legal persons, 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 of the country where the shareholder is legally registered, proving the capacity as legal representative, issued no more than 3 months prior to the publishing date of the EGMS convening notice; documents proving the capacity as legal representative, prepared in a foreign language other than English, shall be accompanied by their certified translation into Romanian or English.
The supporting documents of the proposals to add new items on the agenda and/or draft resolutions related to the items included or proposed to be included on the agenda, will be available from October 9, 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 the Romanian or English language, related to the items of the EGMS agenda. The written questions related to the items of the EGMS agenda shall 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 October 15, 2014, 3:30 PM (Romania Time), clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF OCTOBER 21, 2014".
The shareholders of the Company may send written questions related to the items of the EGMS agenda; in case of shareholders being natural persons, accompanied by copies of the identity documents of the shareholders (the identity documents shall enable the identification of the shareholders in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A.), and in case of shareholders being legal persons, 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 of the country where the shareholder is legally registered, proving the capacity as legal representative, issued no more than 3 months prior to the publishing date of the EGMS convening notice; documents proving the capacity as legal representative prepared 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 available, in the Romanian and English language, as from September 19, 2014 at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro);
b) shall include the shareholder identification method, the number of owned shares, as well as the voting options "for" or "against" or "abstain" for every issue to be voted upon;
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.
The original copy of the special powers of attorney, in the Romanian or English language, shall be transmitted to ROMGAZ Correspondence Entry by any form of courier service with proof of delivery no later than OCTOBER 20, 2014, 10:00 AM (Romania Time), in sealed envelope, clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF OCTOBER 21, 2014", along with the copy of the shareholder's identity document (in case of shareholders being natural persons - copy of the identity document, and in case of shareholders being legal persons - 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 no more than 3 months prior to the publishing date of the EGMS convening notice.
If the representative is a credit institution providing custodian services, a special power of attorney shall be provided, prepared in accordance with Regulation 6/2009 of CNVM and CNVM Executive Order No. 26/20 December 2012, signed by such 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 in 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 No. 455/2001on Electronic Signature, no later than October 20, 2014, 10:00 AM (Romania Time).
Access of shareholders authorized to attend the EGMS is allowed based on simple proof of identity, as follows:
a) in case of shareholders being natural persons - based on the identity document;
b) in case of legal persons - based on the copy of the excerpt or equivalent and the legal representative's identity document, or the documents proving the capacity as legal representative of the legal person (in case the EGMS is not attended by the legal representative of the institutional investor), 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 proved by providing an excerpt issued by the Trade Register (or by another institution of similar authority of the resident country of the shareholder being a foreign legal person), as original or certified true copy, issued no more than 3 months prior to the publishing date of the EGMS convening notice. Documents proving the capacity as legal representative, prepared 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 the Romanian and English language, as from September 19, 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 to be voted upon;
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 the 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 No. 455/2001on Electronic Signature, no later than October 20, 2014, 10:00 AM (Romania Time), clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF OCTOBER 21, 2014".
The filled in and signed Voting Ballots shall be accompanied by copies of the shareholders' identification documents (the identity document in case of natural persons, and the identity document of the legal representative in case of 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 proof of the capacity of the legal representative, issued no more than 3 months prior to the publishing date of the EGMS convening notice.
If new items are added on the Agenda, after publishing the Convening Notice, the updated special power of attorney form and the Voting Ballot will be available at ROMGAZ Correspondence Entry and on the Company web page (www.romgaz.ro), as from October 9, 2014.
The Voting Ballots/ special powers of attorney which are not received at ROMGAZ Correspondence Entry or by e-mail until October 20, 2014, 10:00 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, the special powers of attorney and the Voting Ballots submitted prior to agenda supplementation/update shall not be taken into account, except for the items included in the supplemented/updated agenda.
Should the statutory quorum for convening the EGMS not be met on the first date, namely October 21, 2014, the EGMS shall be convened on October 22, 2014, at12:00 AM (Romania Time), at the same venue 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 October 10, 2014.
Additional information may be obtained from the Secretary Department of the General Shareholders Meeting and the Board of Directors, 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. 19 / 2014
of the Board of Directors of Societatea Nationala de Gaze Naturale
"ROMGAZ" - S.A. Medias,
the meeting of 16 septembrie 2014
The Board of Directors of Societatea Nationala de Gaze Naturale "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, Romania,
in accordance with the provisions of Law No. 31/1990, Company Law, as amended from time to time, and the provisions of the updated Articles of Incorporation of S.N.G.N. "ROMGAZ" - S.A., issues the following
R E S O L U T I O N:
In consideration of the letter sent by the Energy Department-General Direction for Privatization and Management of State Participations no. 1502336 dated August 26, 2014 registered at SNGN Romgaz S.A. under no. 23897 on August 27, 2014, and of Note no. 24858 dated September 8, 2014, decides the following:
1. Approval for convening the Extraordinary General Shareholder Meeting (EGMS) of SNGN Romgaz S.A.
2. Setting October 21, 2014, 12:00 PM (Romanian time) as date of the EGMS of SNGN Romgaz S.A. and of October 22, 2014, 12:00 PM (Romanian time) in case the validity conditions are not fulfilled on the first convening date of the EGMS. The EGMS venue is SNGN Romgaz S.A. main headquarter located in Medias, Piata C.I. Motas, no. 4, Conference Room.
3. Setting October 10, 2014 as Date of Reference for the identification of shareholders entitled to attend the EGMS of October 21, 2014 and to vote therein.
4. Approval of the following Agenda for the EGMS scheduled for October 21, 2014:
Item 1 Approval of the quarterly reports presented by the Board of Directors on the procurement of goods, services and works with values exceeding EUR 500,000/procurement (in case of goods and works) and EUR 100,000/procurement (in case of services), and of the implementation of a centralized system for monitoring the company's public procurements. Such system shall operate as of January 1, 2015. The information will be included in the Board of Directors quarterly report to be published on the company's website. The report shall contain information regarding the legal basis for carrying out the procurement, the procurement process, the procurement contract scope, value and duration. Interim information shall be presented on monitoring and implementing the centralized system.
Item 2 Approval of an annual report prepared by the Board of Directors on the sponsorships the company made, and to publish on the company's website by latest the end of January the previous year report.
Item 3 Approval for the Board of Directors to draft by the end of 2014 the 2015-2025 Development Strategy in line with the company's business management plan prepared by the Board of Directors.
Item 4 Setting November 6, 2014 as "Record Date", respectively the date for identifying the shareholders who are affected by the Resolutions of the Extraordinary General Meeting of Shareholders
Item 5 Authorize the Chairman of the Meeting and the Secretary of the Meeting to execute the Resolution of the Extraordinary General Meeting of Shareholders
5. Authorizing Mrs. Aurora Negrut, as Chairman of the Board of Directors of SNGN Romgaz S.A. to sign the EGMS Convening Notice.
CHAIRMAN OF THE BOARD OF DIRECTORS
AURORA NEGRUT
Related Shares:
Romgaz S