Notice of EGM

CURRENT REPORT

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

CNVM Regulation no. 1/2006

Report date September 26, 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 November 04 (05), 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 November 04 (05), 2014.

Informational documents related to the EGMS Agenda will be available as from September 30, 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 25, 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 November 04 (05), 2014

Resolution of the Board of Directors no.21 from September 25, 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 November 4, 2014, 12:00 (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 Mr. Sergiu - Cristian Manea Director Contract.

Item 2 Mandate a representative of the major shareholder to sign the Director Agreement that will be concluded between Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A and Mr. Sergiu - Cristian Manea, as Director inthe Board of the Company

Item 3 Setting November 20, 2014 as "Record Date", namely the date of identification of shareholders affected by the EGMS Resolution.

Item 4 Authorize the Chairman 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 21, 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 30, 2014on 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 - 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 October 16, 2014 15:30 (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF NOVEMBER 4, 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 20, 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 - 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 October 27, 2014, 15:30 (Romania Time), clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF NOVEMBER 4, 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 30, 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 NOVEMBER 3, 2014, 10:00 (Romania Time), in sealed envelope, clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF NOVEMBER 4, 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 November 3, 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 September 30, 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  November 3, 2014, 10:00 (Romania Time), clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF NOVEMBER 4, 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 20, 2014.

The Voting Ballots/ special powers of attorney which are not received at ROMGAZ Correspondence Entry or by e-mail until November 3, 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 November 4, 2014, the EGMS shall be convened on November 5, 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 October 21, 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. 21 / 2014

of the Board of Directors of Societatea Nationala de Gaze Naturale

"ROMGAZ" - S.A. Medias,

the meeting of September 25, 2014

The Board of Directors of Societatea Nationala 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 September 25, 2014, hours 12:00 (Romania Time), 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 September 25, 2014, issues the following

R E S O L U T I O N:

Article 1 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 Extraordinary General Meeting of Shareholders (EGMS) of Societatea Nationala de Gaze Naturale "ROMGAZ"- S.A.

b) Establishes November 04, 2014, 12:00 (Romania Time) as the date of holding the Extraordinary General Meeting of Shareholders "ROMGAZ" - S.A., or November 05, 2014 12:00 (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 October 21, 2014 as "The Reference Date" to identify the shareholders who have the right to cast their vote and to participate in the EGMS on November 04, 2014.

d) Approves the EGMS agenda of November 04, 2014, as follows:

1. Approval of Mr. Sergiu - Cristian Manea Director Contract

2. Mandate a representative of the major shareholder to sign the Director Agreement that will be concluded between Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A and Mr. Sergiu - Cristian Manea, as Director in the Board of the Company

3. Setting November 20, 2014 as "Record Date", namely the date of identification of shareholders affected by the EGSM Resolution

4. Authorize the Chairman and the Secretary of the Meeting to execute the Resolution of the Extraordinary General Meeting of Shareholders

e) Authorizes Mrs. Aurora Negrut, as Chairperson 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 November 04/05, 2014.

CHAIRMAN OF THE BOARD OF DIRECTORS

AURORA NEGRUT