Notice of EGM

CURRENT REPORT

In compliance with the Romanian Capital Market Law no. 297/2004 and CNVM Regulation no. 1/2006

Report date: June 25, 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 July 30, 2014, 12:00 AM (Romania time);

· Convening of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on July 30, 2014, 1:00 PM (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 July 30, 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 June 27, 2014.

The Convening Notices of EGMS and OGMS were approved by ROMGAZ Board of Directors on June 24, 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 July 30, 2014

Convening Notice of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on July 30, 2014

Resolution of the Board of Directors no.13 from June 24, 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 July 30, 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 to modify the Articles of Incorporation of Societatea Nationala de Gaze Naturale "Romgaz"- S.A. as follows:

a) Article 6 paragraph 3 shall be amended to read as follows:

"The Romanian State holds a number of 269,823,080 shares".

b) A new paragraph 6 shall be inserted after paragraph 5 Article 6 and shall read as follows:

"Romanian and foreign, natural and legal persons hold a number of 57,813,360 shares"

Item 2 Approval of the Corporate Governance Rules of Societatea Nationala de Gaze Naturale "ROMGAZ"- .SA.

Item 3 Approval to amend item 1 of the Resolution no. 4/April 29/2013 of the Extraordinary General Meeting of Shareholders, as follows:

Approves to set up a work location belonging to S.N.G.N. "ROMGAZ"-S.A., as follows:

Address: Calea Plevnei No. 141, bl. 1, sc.A, ground floor, apartment 1, Bucharest

No. of personnel: 5 positions

Scope of activity: - business and other management consultancy activities, CAEN code 7022

- trade of electricity CAEN code 3514

- trade of gas through mains CAEN code 3523

Item 4 Establish August 18, 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 5 Authorize 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 Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.

Only shareholders who are registered as S.N.G.N. "ROMGAZ" S.A. shareholders on July 18, 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 as from June 27, 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 July 14, 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 JULY 30, 2014".

b) 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.

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 as from July 16, 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 JULY 16, 2014, 3:30 PM (Romania Time), clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF JULY 30, 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 June 27, 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 JULY 29, 2014, 10:00 AM (Romania Time), in sealed envelope, clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF JULY 30, 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 July 29, 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 June 27, 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 July 29, 2014, 10:00 AM (Romania Time), clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF JULY 30, 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 July 16, 2014.

The Voting Ballots/ special powers of attorney which are not received at ROMGAZ Correspondence Entry or by e-mail until July 29, 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 July 30, 2014, the EGMS shall be convened at July 31, 2014, 12:00 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 July 18, 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

 ____________________________________________________________________________________________________________________________________

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

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

CONVENES

the Ordinary General Meeting of Shareholders (OGMS) on July 30, 2014, 1:00 PM (Romanian Time) at the headquarters of S.N.G.N. "ROMGAZ"-S.A. located in Medias, Piata Constantin Motas, no. 4, Sibiu County, the conference room, with the following:

AGENDA

Item 1 Appoint a new director on the vacant position in the Board of Directors of S.N.G.N. Romgaz S.A further to the resignation of Mr. Adrian Constantin Volintiru from his position. The mandate shall be enforced from the date the position is accepted according to legal provisions and shall be valid until May 14, 2017.

Item 2 Mandating Mr. Cornel Bobalca, representative of the majority shareholder, for signing the director's contract with the new member of the Board of Directors

Item 3 Establish August 18, 2014 as "The Record Date", respectively the date for identifying the shareholders who are affected by the Resolutions of the Ordinary 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 Ordinary 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 July 18, 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 June 27, 2014 on business 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.

The shareholders may propose candidates for filling the director vacancy by cumulative fulfilment of the following conditions:

a) the proposals for the candidates shall be 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 electronic signature at [email protected] by July 14, 2014, 3:30 PM (Romania time). Both means of transmission must contain the mention "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JULY 30, 2014" written clearly and in upper case.

b) each candidate proposal shall contain specific reference of name, surname, place of residence and professional qualifications of the candidate and shall be accompanied by the candidate's CV.

c) for natural person shareholders, the proposals shall be 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, the proposals shall be accompanied by the copy of the identity document of the legal representative together with the original or a true copy of the excerpt issued by the Trade Register or any other document, original or true copy, issued by a competent authority from the country where the shareholder is legally registered, proving the capacity as legal representative, issued the latest 3 months before the date the OMGS convening notice is published; documents proving the capacity as legal representative drafted in a foreign language, other than English, shall be accompanied by their certified translation into Romanian or English.

The list containing information on the name, place of residence and professional qualification of the candidates for director position shall be made available to the shareholders at ROMGAZ Correspondence Entry and on the company's website (www.romgaz.ro) starting with July 16, 2014.

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 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 at [email protected] by July 14, 2014, 3:30 PM (Romania time). Both means of transmission must contain the mention "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JULY 30, 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 the latest 3 months before the date the OMGS convening notice is published; documents proving the capacity as legal representative drafted in a foreign language, other than English, shall be accompanied by their certified translation into Romanian or English.

Documents justifying the 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 shall be made available starting with July 16, 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, either in Romanian language or in 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 July 16, 2014, 3:30 PM (Romania time) with the clear mention written in upper case "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JULY 30, 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 the latest 3 months before the date the OMGS convening notice is published; documents proving the capacity as legal representative drafted in a foreign language, other than English, shall be accompanied by their certified translation into Romanian or English.

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

1-in person - direct vote;

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

3-by correspondence

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

The special power of attorney form:

a) shall be made available, starting from June 27, 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 "abstention" for every issue that is subject to voting procedure;

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

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

Original copies of the special power of attorney shall be transmitted by the shareholder to ROMGAZ Correspondence Entry, by any type of form of courier service with proof of delivery no later than July 29, 2014, 11:00 AM ( Romania time), in sealed envelope, clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JULY 30, 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 state where the shareholder is duly incorporated, in order to prove the capacity of the legal representative, being no older than 3 months as from the date of publication of the OGMS Convening Notice.

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 Disposal of Measures no. 26/20.12.2012 of CNVM, signed by the shareholder and, mandatorily accompanied by a sworn statement issued by the legal representative of the credit institution who 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 power 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, until July 29, 2014, 11:00 AM (Romania time).

The access of shareholders authorized to attend OGMS is allowed, 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, the latter if applicable, 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, being no older than 3 months as from the date of publication of the OGMS Convening Notice.

The documents proving the capacity of the legal representative presented in a foreign language, other than the English language, shall be accompanied by their translation into Romanian or English performed by a certified translator.

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

The Voting Bulletin:

a) shall be available both in English and Romanian language, starting from June 27, 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 "abstention" for every issue that is subject to voting procedure;

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

The Voting Bulletin shall be transmitted, both in Romanian and in English, as original copies to ROMGAZ Correspondence Entry, by any type of form of courier service with proof of delivery, or by e-mail at the address: [email protected], having attached an extended electronic signature in accordance with the Law on Digital Signature No. 455/2001, until JULY 29, 2014, 11:00 AM (Romania time), clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JULY 30, 2014".

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

In case new item are included in the agenda after the Convening notice is published, the special power of attorney form and the voting bulletin form may be obtained from ROMGAZ Correspondence Entry or the company's website (www.romgaz.ro) as of JULY 16, 2014.

The Voting Bulletins which are not received at the ROMGAZ Correspondence Entry or by e-mail until JULY 29, 2014 at 11:00 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 bulletins by correspondence, the special powers of attorney and the voting bulletins by correspondence submitted prior to publication of the supplemented agenda shall be taken into account only in respect of the points that are included in the supplemented agenda.

Should the statutory quorum for convening OGMS not be met on the first date, namely JULY 30, 2014 the OGMS is convened at JULY 31, 2014 at 1:00 PM (Romanian time), at the same place and with the same agenda. In the event of a new convening, the Reference Date determined to establish the shareholders entitled to attend and vote in the OGMS is the same, namely JULY 18, 2014.

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

CHAIRMAN OF

THE BOARD OF DIRECTORS

Aurora NEGRUT

__________________________________________________________________________________________________________________________

BOARD OF DIRECTORS

R E S O L U T I O N NO. 13 / 2014

of the Board of Directors of Societatea Natională de Gaze Naturale

"ROMGAZ" - S.A. Medias,

meeting of June 24, 2014

The Board of Directors of Societatea Natională de Gaze Naturale "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 Article 1413 (2) of Company Law No. 31/1990, republished, as amended, in conjunction with the provisions of Article 20 (2) of the updated Articles of Incorporation of S.N.G.N. "ROMGAZ" - S.A., joined in the meeting of June 24, 2014, 12:00 AM, at the headquarters of S.N.G.N. "ROMGAZ" - S.A.,

in accordance with the provisions of Company Law No. 31/1990, republished, as amended, and 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 the discussions held during the meeting of June 24, 2014, issues the following

R E S O L U T I O N:

Article 1In accordance with the provisions of Article 117(1) of Company Law No. 31/1990, republished, as amended, Law No. 297/2004 regarding the capital market, republished, as amended, the Regulations of the Romanian National Securities Commission (C.N.V.M) No. 6/19 August 2009, the Government Emergency Ordinance No. 109/2011 regarding corporate governance of public enterprises, and Article 13(1) of the updated Articles of Incorporation of S.N.G.N. "ROMGAZ" - S.A, the Board of Directors decides as follows:

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

b) Establishes July 30, 2014, 12:00 AM (Romania Time) as the date of holding the Extraordinary General Meeting of Shareholders "ROMGAZ" - S.A., or July 31, 2014 12:00 AM (Romania Time) if on the date of the first EGMS convening the validity requirements are not fulfilled. The venue of the EGMS is at the headquarters of Societatea Nationala de Gaze Naturale "ROMGAZ"- S.A. located in Medias, Piata Constantin Motas 4, Sibiu county, the conference hall.

c) Establishes July 18, 2014 as "The Reference Date" to identify the shareholders who have the right to cast their vote and to participate in the EGMS on July 30, 2014.

d) Approves the EGMS agenda of July 30, 2014, as follows:

Item 1 Approval to modify the Articles of Incorporation of Societatea Nationala de Gaze Naturale "Romgaz"- S.A. as follows:

c) Article 6 paragraph 3 shall be amended to read as follows:

"The Romanian State holds a number of 269,823,080 shares".

d) A new paragraph 6 shall be inserted after paragraph 5 Article 6 and shall read as follows:

"Romanian and foreign, natural and legal persons hold a number of 57,813,360 shares"

Item 2 Approval of the Corporate Governance Rules of Societatea Nationala de Gaze Naturale "ROMGAZ"- .SA.

Item 3 Approval to amend item 1 of the Resolution no. 4/April 29/2013 of the Extraordinary General Meeting of Shareholders, as follows:

Approves to set up a work location belonging to S.N.G.N. "ROMGAZ"-S.A., as follows:

Address: Calea Plevnei No. 141, bl. 1, sc.A, ground floor, apartment 1, Bucharest

No. of personnel: 5 positions

Scope of activity: - business and other management consultancy activities, CAEN code 7022

-trade of electricity CAEN code 3514

-trade of gas through mains CAEN code 3523

Item 4 Establish August 18, 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 5 Authorize 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 Societatea Natională de Gaze Naturale "ROMGAZ" - S.A.

e) Authorizes Mrs. Aurora Negrut, as Chairman of the Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ"- S.A. to sign the Convening Notice of the Extraordinary General Meeting of Shareholders as of July 30/31, 2014.

Article 2 In accordance with the provisions of Article 117(1) of Company Law No. 31/1990, republished, as amended, Law No. 297/2004 regarding the capital market, republished, as amended, the Regulations of the Romanian National Securities Commission (C.N.V.M) No. 6/19 August 2009, the Government Emergency Ordinance No. 109/2011 regarding corporate governance of public enterprises, and Article 13(1) of the updated Articles of Incorporation of S.N.G.N. "ROMGAZ" - S.A, the Board of Directors decides as follows:

a) Approves to convene the Ordinary General Meeting of Shareholders (OGMS) of Societatea Nationala de Gaze Naturale "ROMGAZ"- S.A

b) Establishes July 30, 2014, 1:00 PM (Romania time) as the date of holding the Ordinary General Meeting of Shareholders "ROMGAZ" - S.A., or July 31, 2014 1:00 PM (Romania Time) if on the date of the first OGMS convening the validity requirements are not fulfilled. The venue of the EGMS is at the headquarters of Societatea Nationala de Gaze Naturale "ROMGAZ"- S.A., the conference hall.

c) Establish July 18, 2014 as "The Reference Date" to identify the shareholders who have the right to cast their vote and to participate in the OGMS on July 30, 2014.

d) Approves the OGMS agenda of July 30, 2014, as follows:

Item 1 Appointment of a director on the vacant position in the Board of Directors of Societatea Nationala de Gaze Nationale "ROMGAZ"- S.A. Medias, due to the resignation of Mr. Adrian Constantin Volintiru from this position. The mandate shall be enforced as from the date the position is accepted, in accordance with the legal provisions, and shall be valid until May 14, 2017.

Item 2 Authorize Mr. Cornel Bobalca, representative of the major shareholder, to sign the director's agreement with the new member of the Board of Directors.

Item 3 Establish August 18, 2014 as "The Record Date", respectively the date to identify the shareholders who are affected by the Resolutions of the Ordinary General Meeting of Shareholders

Item 4 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.

e) Authorize Mrs. Aurora Negrut, as Chairman of the Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ"- S.A. to sign the Convening Notice of the Ordinary General Meeting of Shareholders as of July 30/31, 2014.

CHAIRMAN OF

THE BOARD OF DIRECTORS

Aurora NEGRUT