11th Feb 2015 13:54
CURRENT REPORT
In compliance with the Romanian Capital Market Law no. 297/2004 and
CNVM Regulation no. 1/2006
Report date: February 11, 2015Company 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 Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on March 17 (18), 2015, 12:00 (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 Ordinary General Meeting of Shareholders (OGMS) on March 17 (18), 2015.
The Reference Date for identifying the shareholders entitled to attend and vote in the OGMS is March 6, 2015.
Informational documents related to the OGMS Agenda will be available as from February 13, 2015 at ROMGAZ Correspondence Entry, as well as on the Company's website (www.romgaz.ro).
The Convening Notice of OGMS was approved by ROMGAZ Board of Directors on February 10, 2015. The Convening Notice of the OGMS 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 OGMS on March 17 (18), 2015
Resolution of the Board of Directors no.3 from February 10, 2015
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 Ordinary General Meeting of Shareholders (OGMS) on March 17, 2015, 12:00 (Romania Time) at the headquarters of S.N.G.N. "ROMGAZ" - S.A., located in Medias, 4 Constantin Motas square, Sibiu County,in the conference room, having 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. Klingensmith David Harrisfrom his position.
Item 2 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. Manea Sergiu - Cristian from his position.
Item 3 Authorizing Mr. Cornel Bobalca, acting as representative of the major shareholder - the Romanian State, represented by the Ministry of Energy, Small and Medium Enterprises and Business Environment, to sign the Director's Agreement for the new members of the Board of Directors.
Item 4 Approval of extension of bank facility agreement concluded with CitiBank Europe plc, Dublin - Romanian Branch for awarding bank credits by issuing and/or confirming letters of credit and letters of bank guarantee for a maximum available amount of 14 million UDS, valid until March 23, 2016.
Item 5 Approval to authorize Mr. Metea Virgil as Director General of S.N.G.N. "ROMGAZ" -S.A. and Mrs. Ionascu Lucia as Economic Director of S.N.G.N. "ROMGAZ" -S.A. to sign the bank facility agreement.
Item 6 Approval of the Articles of Incorporation of S.N.G.N ROMGAZ S.A. Underground Gas Storage Subsidiary - "Depogaz" Ploiesti S.R.L.
Item 7 Authorize Mrs. Aurora Negrut acting as Chairperson of the Board of Directors of S.N.G.N. Romgaz S.A. to sign the Articles of Incorporation of S.N.G.N ROMGAZ S.A. Underground Gas Storage Subsidiary - "Depogaz" Ploiesti S.R.L.
Item 8 Establish April 03, 2015 as the "Record Date" of the shareholders who are affected by the Resolutions of the Extraordinary General Meeting of Shareholders
Item 9 Authorize the Chairman of the Meeting and the Secretary of the Meeting to execute the resolution of the Ordinary General Meeting of Shareholders.
Only shareholders who are registered as S.N.G.N. "ROMGAZ" S.A. shareholders on March 06, 2015 (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 draft resolutions proposed to be adopted by the OGMS will be available as from February 13, 2015 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 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 OGMS agenda.
The shareholders may propose candidates for the two director positions in the Board of Directors of S.N.G.N ROMGAZ S.A. 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 March 02, 2015, 3:30 PM (Romania time). Both means of transmission must contain the mention "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF MARCH 17, 2015" 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 the two director positions in the Board of Directors of S.N.G.N ROMGAZ S.A. shall be made available to the shareholders at ROMGAZ Correspondence Entry and on the company's website (www.romgaz.ro) starting from March 05, 2015.
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 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 OGMS ("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 March 02, 2015, 3:30 PM (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF MARCH 17, 2015".
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 OGMS 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 March 05, 2015 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 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, in the Romanian or English language, related to the items of the OGMS agenda. The written questions related to the items of the OGMS 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 March 10, 2015, 3:30 PM (Romania Time), clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF MARCH 17, 2015".
The shareholders of the Company may send written questions related to the items of the OGMS 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 OGMS 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 OGMS and may vote:
i) in person - direct vote;
ii) through a representative with a special or general power of attorney;
iii) by correspondence.
The special power of attorney form:
a) shall be available, in the Romanian and English language, as from February 13, 2015 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 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.
The general power of attorney will be awarded by the shareholder, acting as client, only to an agent as it is defined under Art. 2, Par. 1, point 14 of the Law No. 297/2004 on the capital market, or to an attorney-at-law.
The original copy of the special and general 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 March 16, 2015, 10:00 AM (Romania Time), in sealed envelope, clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF MARCH 17, 2015", 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 OGMS convening notice.
If the representative is a credit institution providing custodian services and it submits a special power of attorney, such power of attorney shall be 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 and general 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 March 16, 2015, 10:00 AM (Romania Time).
Access of shareholders authorized to attend the OGMS 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 OGMS 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 or general 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 OGMS 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 OGMS, 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 February 13, 2015, 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 OGMS.
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 March 16, 2015, 10:00 AM (Romania Time), clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF MARCH 17, 2015".
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 OGMS 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 March 05, 2015.
The Voting Ballots/ special or general powers of attorney which are not received at ROMGAZ Correspondence Entry or by e-mail until March 16, 2015, 10:00 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 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 OGMS not be met on the first date, namely March 17, 2015, the OGMS shall be convened at March 18, 2015, 12:00 (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 OGMS is the same, namely March 06, 2015.
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).
CHAIRPERSON OF
THE BOARD OF DIRECTORS
Aurora Negrut
_________________________________________________________________
BOARD OF DIRECTORS
R E S O L U T I O N NO. 3 / 2015
of the Board of Directors of Societatea Naţională de Gaze Naturale
"ROMGAZ" - S.A. Medias,
meeting of February 10, 2015
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 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 (2) of the updated Articles of Incorporation of S.N.G.N. "ROMGAZ" - S.A., joined in the meeting of February 10, 2015, hours 1200 (Romania time), at the office of S.N.G.N. "ROMGAZ" - S.A., located in Bucharest, Calea Plevnei, no. 141, Bl. A, ap. 1, District 6, in the conference room,
in accordance with the provisions of Law No. 31/1990, Company Law, 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 February 10, 2015, 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 Law No. 31/1990, Company Law, 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 Art. 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 the convening of the Ordinary General Meeting of Shareholders (OGMS) of S.N.G.N. "ROMGAZ" - S.A.
b) Establishes March 17, 2015, 12:00 (Romania time) and the date of March 18, 2015, 12:00 (Romania time), respectively, if upon the date of first convening of OGMS the validity conditions for holding the OGMS are not met, as the date of the Ordinary General Meeting of Shareholders of S.N.G.N. "ROMGAZ" -S.A.. The place where the OGMS will be held is the Headquarters of S.N.G.N. "ROMGAZ" - S.A., located in Medias, 4 Constantin Motas square, Sibiu County, the conference room.
c) Establishes March 6, 2015 (the "Reference Date") as identification date for the shareholders who have the right to participate in the OGMS on 17/18 of March 2015 and to cast their votes during such meeting.
d) Approves the Agenda of the OGMS of 17/18 of March 2015, namely:
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. Klingensmith David Harrisfrom his position.
Item 2 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. Manea Sergiu - Cristian from his position.
Item 3 Authorizing Mr. Cornel Bobalca, acting as representative of the major shareholder - the Romanian State, represented by the Ministry of Energy, Small and Medium Enterprises and Business Environment, to sign the Director's Agreement for the new members of the Board of Directors.
Item 4 Approval of extension of bank facility agreement concluded with CitiBank Europe plc, Dublin - Romanian Branch for awarding bank credits by issuing and/or confirming letters of credit and letters of bank guarantee for a maximum available amount of 14 million UDS, valid until March 23, 2016.
Item 5 Approval to authorize Mr. Virgil - Marius Metea as Director General of S.N.G.N. "ROMGAZ" -S.A. and Mrs. Lucia Ionascu as Economic Director of S.N.G.N. "ROMGAZ" -S.A. to sign the bank facility agreement.
Item 6 Approval of Articles of Incorporation of SNGN ROMGAZ SA - "Depogaz" Ploiesti Undergound Gas Storage Subsidiary S.R.L.
Item 7 Authorize Mrs. Aurora Negrut, acting as Chairperson of the Board of Directors of SNGN ROMGAZ SA to sign the Articles of Incorporation of SNGN ROMGAZ SA - "Depogaz" Ploiesti Underground Gas Storage Subsidiary S.R.L.
Item 8 Establishing April 3, 2015 as the "Record Date" of the shareholders who are affected by the Resolutions of the Ordinary General Meeting of Shareholders
Item 9 Authorizing the Chairman of the meeting and the Secretary of the Meeting to execute the resolution of the Ordinary General Meeting of Shareholders.
e) Authorise Mrs. Aurora Negrut, acting as Chairperson of the Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., to sign the Convening Notice for the Ordinary General Meeting of Shareholders of 17/18 March 2015.
CHAIRPERSON OF
THE BOARD OF DIRECTORS
Aurora NEGRUT
Related Shares:
Romgaz S