Result of OGM

CURRENT REPORT

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

CNVM Regulation no. 1/2006

Report date: March 19, 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 events to be reported:

-Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of March 18, 2015 (OGMS);

-Election of Mrs. Sorana-Rodica Baciu as Director of S.N.G.N. ROMGAZ S.A. to occupy the vacancy in the Board of Directors following Mr. David Harris Klingensmith's resignation;

-Election of Mr. Dragos Dorcioman as Director of S.N.G.N. ROMGAZ S.A. to occupy the vacancy in the Board of Directors following Mr. Sergiu Cristian Manea's resignation.

The quorum condition for OGMS, gathered upon the second notice of convening, has been fulfilled according to the provisions of Article 15, paragraph 8 of Articles of Incorporation and of Article 112, paragraph 2 of Company Law No. 31/1990.

Attached:

Resolution No. 2 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of March 18,2015.

Director General,

Virgil - Marius Metea

_________________________________________________________________________________

RESOLUTION NO. 2/March 18, 2015

of the Ordinary General Meeting of Shareholders

Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.

Registered office: Medias, 4 Constantin Motas square , Sibiu County, Romania, registered with the Trade Register Office attached to Sibiu Law Court under no. J32/392/2001, fiscal code RO 14056826

Today, March 18, 2015, 12:00 AM (Romania time), the shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. (hereinafter referred to as "the Company" or "ROMGAZ") have joined at the Ordinary General Meeting of Shareholders ("OGMS") of "ROMGAZ" at the second convening at the headquarters of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., located in Medias, 4 Constantin Motas square, Sibiu county, the conference room, the OGMS being opened by its Chairman of the meeting, Mrs. Aurora Negrut as Chairman of the Board of Directors of Societatea de Gaze Naturale "ROMGAZ" - S.A..

Whereas:

-The convening notice for the OGMS published in the Official Gazette of Romania, Part IV, no. 825 of February 13, 2015, in "Bursa" daily newspaper of February 13, 2015 and on the company's website (www.romgaz.ro), starting with February 13, 2015;

-The provisions of the effective Articles of Incorporation of the Company ("Articles of Incorporation");

-The applicable legal provisions;

At the beginning of the meeting the Chairman notes that the OGMS is legally established and statutory, 17 shareholders are present, represented or casted their vote by correspondence, holding a number of 334,970,205 shares, representing 86.9099% % of the total number of shares, representing 86.9099% % of the total voting rights. The quorum condition is fulfilled according to the provisions of Article 15, paragraph 8 from the Articles of Incorporation and of Article 112, paragraph 2, Company Law no. 31/1990 ("Law no. 31/1990").

The Chairman notes that the OGMS is statutory and legally established and that it may adopt valid resolutions regarding the items on the agenda.

In accordance with Article 129 of Law no. 31/1990, "ROMGAZ" shareholders appoint Mr. Cornel Bobalca as OGMS secretary and the Company appoints Mr. Oprisor Gheorghe as technical secretary of the OGMS.

Further to the debates, "ROMGAZ" shareholders decide as follows:

I. To elect Mrs. Sorana-Rodica Baciu as director of Societatea Nationala de Gaze Naturale "ROMGAZ" - SA Medias to occupy the vacancy in the Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - SA Medias following Mr. Klingensmith David Harris's resignation.

The mandate commences on the date the position is accepted in compliance with the legal provsions and is valid until December 30, 2017.

This item is adopted by 329,018,179  votes representing 99.8374% of the total votes held by the present or represented shareholders, in accordance with Article 15 (8) of the Articles of Incorporation correlated with Article 112 (2) of Law no.31/1990.

The votes were recorded as follows:

- 329,018,179 votes "for"

- 535,740 votes "against"

- 0 votes "abstain" and

- 5,416,286 votes were "not casted".

II. To elect Mr. Dragos Dorcioman as director of Societatea Nationala de Gaze Naturale "Romgaz" - S.A. to occupy the vacancy in the Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - SA Medias following Mr. Sergiu-Cristian Manea's resignation. The mandate shall be effective from the date the position is accepted according to legal provisions, and is valid for 1 (one) year or until the appointment of new directors under the terms of the Government Emergency Ordinance no. 109/2011 on the corporate governance of public enterprises, as subsequently amended and supplemented, if the selection is finalized before the mentioned term. 

This item is adopted by 280,633,296 votes representing 85.1555%of the total votes held by the present or represented shareholders, in accordance with Article 15 (8) of the Articles of Incorporation correlated with Article 112 (2) of Law no.31/1990.

The votes were recorded as follows:

- 280,633,296 votes "for"

- 41,519,957 votes "against"

- 7,400,666 votes "abstain" and

- 5,416,286 votes were "not casted".

III. Authorise Mr. Cornel Bobalca as representative of the major shareholder, the Romanian State, represented by the Ministry of Energy, Small and Medium Enterprises and the Business Environment to sign the director agreement with Mrs. Sorana-Rodica Baciu and with Mr. Dragos Dorcioman.

This item is adopted by 329,553,919 votes representing 100% of the total votes held by the present or represented shareholders, in accordance with Article 15 (8) of the Articles of Incorporation correlated with Article 112 (2) of Law no.31/1990.

The votes were recorded as follows:

- 329,553,919 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 5,416,286 votes were "not casted".

IV. Approve extension of the 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.

This item is adopted by 329,553,919 votes representing 100% of the total votes held by the present or represented shareholders, in accordance with Article 15 (8) of the Articles of Incorporation correlated with Article 112 (2) of Law no.31/1990.

The votes were recorded as follows:

- 329,553,919 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 5,416,286 votes were "not casted".

V. 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.

This item is adopted by 329,553,919 votes representing 100% of the total votes held by the present or represented shareholders, in accordance with Article 15 (8) of the Articles of Incorporation correlated with Article 112 (2) of Law no.31/1990.

The votes were recorded as follows:

- 329,553,919 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 5,416,286 votes were "not casted".

VI. Approve the Articles of Incorporation of S.N.G.N ROMGAZ S.A. Underground Gas Storage Subsidiary - "Depogaz" Ploiesti S.R.L.

S.N.G.N. "ROMGAZ" - S.A. executive management shall initiate as soon as possible the selection procedure for one/several directors of the Natural Gas Storage Subsidiary DEPOGAZ Ploiesti SRL, in compliance with the independence conditions provided by Directive 2009/73/EC of the European Parliament and Council of July 13, 2009 implemented in the national legislation through the Energy Law no. 123/2012, as amended from time to time, and shall contact authorised institutions so that the new company is able to obtain the required approvals/authorizations for the performance of the main scope of activity of the Natural Gas Storage Subsidiary DEPOGAZ Ploiesti SRL.

This item is adopted by 329,553,919 votes representing 100% of the total votes held by the present or represented shareholders, in accordance with Article 15 (8) of the Articles of Incorporation correlated with Article 112 (2) of Law no.31/1990.

The votes were recorded as follows:

- 329,553,919 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 5,416,286 votes were "not casted".

VII. Authorize Mrs. Aurora Negrut acting as Chairman 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..

This item is adopted by 329,553,919 votes representing 100% of the total votes held by the present or represented shareholders, in accordance with Article 15 (8) of the Articles of Incorporation correlated with Article 112 (2) of Law no.31/1990.

The votes were recorded as follows:

- 329,553,919 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 5,416,286 votes were "not casted".

VIII. Establish April 03, 2015 as the "Record Date" of the shareholders who are affected by the Resolutions of the Ordinary General Meeting of Shareholders

This item is adopted by 329,553,919 votes representing 100% of the total votes held by the present or represented shareholders, in accordance with Article 15 (8) of the Articles of Incorporation correlated with Article 112 (2) of Law no.31/1990.

The votes were recorded as follows:

- 329,553,919 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 5,416,286 votes were "not casted".

IX. Authorize the Chairman of the Meeting and the Secretary of the Meeting to execute the Resolution of the Ordinary General Meeting of Shareholders

This item is adopted by 329,553,919 votes representing 100% of the total votes held by the present or represented shareholders, in accordance with Article 15 (8) of the Articles of Incorporation correlated with Article 112 (2) of Law no.31/1990.

The votes were recorded as follows:

- 329,553,919 votes "for"

- 0 votes "against"

- 0 votes "abstain" and

- 5,416,286 votes were "not casted".

This resolution is executed, today, March 18, 2015, in Medias, in 4 (four) original copies.

CHAIRMAN

Aurora NEGRUT

Secretary representing the shareholders:

Cornel Bobalca