Notice of EGM

CURRENT REPORT

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

CNVM Regulation no. 1/2006

Report date: November 13, 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 December 19 (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 December 19 (22), 2014.

Informational documents related to the EGMS Agenda will be available as from November 18, 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 November 13, 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 EGMS on December 19 (22), 2014

Resolution of the Board of Directors no.25 from November 13, 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 Medias, 4 Constantin Motas square, 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 December 19, 2014, 12:00 (Romania Time) at the headquarters of S.N.G.N. "ROMGAZ"-S.A., located in Medias, 4 Constantin Motas square, Sibiu County, the Conference Room, having the following:

AGENDA

Item 1 Approval of Societatea Nationala de Gaze Naturale "ROMGAZ" S.A. Board of Directors' Report for 2014 Q3 containing the following:

a) information on the performance of the directors' mandate contracts, on the company's financial performance and on the company's financial statements;

b) fulfilment of performance indicators, review of each indicator in relation with its share of accomplishment and set target value.

Item 2 Approval for the establishment of an underground gas storage subsidiary, named S.N.G.N. "ROMGAZ" S.A. - Underground Gas Storage Subsidiary Depogaz Ploiesti SRL, having the following identification elements, number of employees and scopes of activity:

Address: Ploiesti, 184 Gh. Gr. Cantacuzino street, Prahova County

Number of jobs: 20 jobs;

Scope of activity: code CAEN 5210 Storage

Secondary scope of activities: class CAEN 0910 Support activities for petroleum and natural gas extraction

class CAEN 7022 Business and other management consultancy activities

Item 3 Setting January 12, 2015 as "Record Date", namely the date of identification of shareholders affected by the EGMS Resolution.

Item 4 Authorises the meeting chairman and the secretary to sign EGMS Resolution.

Only shareholders who are registered as S.N.G.N. "ROMGAZ" S.A. shareholders on December 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 November 18,2014 on working days at the registry desk of the Company located in Medias, 4 Constantin Motas square , 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 - 15:30 (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 December 4, 2014, 15:30 (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 19, 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 December 9, 2014 at the registry desk of the Company located in Medias, 4 Constantin Motaş Square, 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 - 15:30 (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 December 12, 2014, 15:30 (Romania Time), clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 19, 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 November 18, 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 DECEMBER 18, 2014, 10:00 (Romania Time), in sealed envelope, clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 19, 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 December 18, 2014, 10:00 (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 November 18, 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 December 18, 2014, 10:00 (Romania Time), clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 19, 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 December 9, 2014.

The Voting Ballots/ special powers of attorney which are not received at ROMGAZ Correspondence Entry or by e-mail until December 18, 2014, 10:00 (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 December 19, 2014, the EGMS shall be convened on December 22, 2014, at12:00 (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 December 10, 2014.

Additional information may be obtained from the Secretary Office 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. 25 / 2014

of the Board of Directors of Societatea Nationala de Gaze Naturale

"ROMGAZ" - S.A. Medias,

the meeting of November 13, 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 Medias, 4 Constantin Motas square, Sibiu County, Romania,

convened in accordance with the provisions of Article 1413 (2) of Law No. 31/1990, Company Law, republished, as amended, in conjunction with Article 20 (5) of the Articles of Incorporation of S.N.G.N. "ROMGAZ" - S.A., joined in the meeting of November 13, 2014, hours 930 local time, held by conference call, at the headquarters of Societatea Nationala de Gaze Naturale "ROMGAZ" - SA,

in accordance with the provisions of Law No. 31/1990, Company Law, as amended from time to time, and the provisions of Articles of Incorporation of S.N.G.N. "ROMGAZ" - S.A., on the basis of the documents provided for the Agenda and the discussions held during the meeting of November 13, 2014, issues the following

R E S O L U T I O N:

Art.1. According to provisions of Article 117 (1) of Company Law 31/1990 as amended from time to time, of Law 297/2004 on capital market, as amended from time to time, of the Rules of the National Commission for Securities no. 6/August 19, 2009, of Government Emergency Ordinance no. 109/2011 on corporate governance of public enterprises, and of article 13 (1) of Romgaz updated Articles of Incorporation, the Board of Directors decides the following:

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

b) Setting December 19, 2014, 12:00 (Romanian time) as date and hour of the EGMS of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. and in case the validity conditions are not fulfilled on the first convening date of the EGMS the date and hour of the following EGMS is December 22, 2014, 12:00 (Romanian time). The EGMS venue is Societatea Naţionala de Gaze Naturale "ROMGAZ" - S.A. headquarters locates in Medias, 4 Constantin Motas square, Sibiu county, Conference Room.

c) Setting December 10, 2014 as Date of Reference for the identification of shareholders entitled to attend the EGMS of December 19, 2014 and to vote therein.

d) Approval of the following Agenda for the EGMS scheduled for December 19, 2014:

Item 1 Approval of Societatea Nationala de Gaze Naturale "ROMGAZ" S.A. Board of Directors' Report for 2014 Q3 containing the following:

c) information on the performance of the directors' mandate contracts, on the company's financial performance and on the company's financial statements;

d) fulfilment of performance indicators, review of each indicator in relation with its share of accomplishment and set target value.

Item 2 Approval for the establishment of an underground gas storage subsidiary, named S.N.G.N. "ROMGAZ" S.A. - Underground Gas Storage Subsidiary Depogaz Ploiesti SRL, having the following identification elements, number of employees and scopes of activity:

Address: Ploiesti, 184, Gh. Gr. Cantacuzino street, Prahova County

Number of jobs: 20 jobs;

Scope of activity: code CAEN 5210 Storage

Secondary scope of activities: class CAEN 0910 Support activities for petroleum and natural gas extraction

class CAEN 7022 Business and other management consultancy activities

Item 3 Setting January 12, 2015 as "Record Date", namely the date of identification of shareholders affected by the EGMS Resolution.

Item 4 Authorises the meeting chairman and the secretary to sign EGMS Resolution.

e) Authorization of Mrs. Aurora Negrut, as Chairman of Societatea Nationala de Gaze Naturale "ROMGAZ" S.A. to sign the EGMS Convening Notice for December 19, 2014.

Chairman of

The Board of Directors,

Aurora NEGRUT