Source - RNS
RNS Number : 9141L
S.N.G.N. Romgaz S.A.
06 October 2016
 

CURRENT REPORT

 

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

 

Report date: October 06, 2016
Company name: Societatea Nationala de Gaze Naturale ROMGAZ S.A.

Address: Medias, 4 Constantin I. Motas Square, Sibiu County - Romania, 551130
Phone/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 November 15 (16), 2016, 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 Ordinary General Meeting of Shareholders (OGMS) on November 15 (16), 2016.

 

The Reference Date for identifying the shareholders entitled to attend and vote in the OGMS is November 4, 2016.

 

Informational documents related to the OGMS Agenda will be available as from October 12, 2016 at ROMGAZ Correspondence Entry, as well as on the company's website www.romgaz.ro, Investor Relations Section - General Meeting of Shareholder.

 

The Convening Notice of OGMS was approved by ROMGAZ Board of Directors on October 6, 2016. 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 November 15 (16), 2016

Resolution of the Board of Directors no.27 from October 6, 2016

 

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 an one-tier system, incorporated and operating under the laws of Romania, registered with the Trade Register Office of Sibiu Court under number J32/392/2001, fiscal code RO 14056826, having its headquarters at Medias, 4 Constantin Motas Square, Sibiu County, 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 November 15, 2016, at 1:00 PM (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     Approval of:

 

- The amendment of the calculation method of the performance indicators weighting factors, as well as the amendment of the Directors Plan in this respect; 

- The performance criteria and objectives in conjunction with the Income and Expenditure Budget of S.N.G.N. Romgaz S.A., as approved by Resolution No. 5/2016 of the General Meeting of Shareholders;

Item 2     Approval to conclude an Addendum to the Directors Agreement to modify the performance indicators calculation method in conjunction with the Income and Expenditure Budget of S.N.G.N. Romgaz S.A., as approved by Resolution No. 5/2016 of the General Meeting of Shareholders; 

Item 3     To mandate the representative of the majority shareholder to sign the Addendum to the Directors Agreement;

Item 4   Establishing December 5, 2016 as "The Record Date", namely as the date for identifying the shareholders who are affected by the Resolutions of the Ordinary General Meeting of Shareholders;

Item 5   Authorizing the Chairperson and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders."

Only shareholders who are registered as S.N.G.N. "ROMGAZ" S.A. shareholders on November 4, 2016 (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 October 12, 2016, 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.    

                                       

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 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 October 28, 2016, 3:30 PM (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF NOVEMBER 15, 2016".

 

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 November 2, 2016 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 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 November 10, 2016, 3:30 PM (Romania Time), clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF NOVEMBER, 2016".

 

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 EGMS 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 Romanian and English language, as from October 12, 2016 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 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 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 14, 2016, at 11:00 AM (Romania Time), in sealed envelope, clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF NOVEMBER 15, 2016", 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 Law No. 455/2001on electronic signature, no later than November 14, 2016, at 11:00 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) or 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 October 12, 2016, 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 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 Law No. 455/2001 on electronic signature, no later than November 14, 2016, at 11:00 AM (Romania Time), clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF NOVEMBER 15, 2016".

 

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 November 2, 2016.

 

The Voting Ballots/ special or general powers of attorney which are not received at ROMGAZ Correspondence Entry or by e-mail until November 14, 2016, 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 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 November 15, 2016, the OGMS shall be convened on November 16, 2016, at 1:00 PM (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 November 4, 2016.

 

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  27/ 2016

 

of the Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. Medias, taken at the meeting of October 6, 2016

 

The Board of Directors of Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A., joined in the conference call on October 6, 2016 at 12:00 (Romania time) at Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. headquarters, Medias, 4 Constantin Motas square, issues the following:

R E S O L U T I O N:

 

Article 1

In accordance with  provisions of Article 117 (1) of Company Law NO 31/1990, republished, as subsequently amended and supplemented, of Law NO 297/2004 on capital market, republished as subsequently amended and supplemented, of Regulation of the National Commission of Securities (C.V.N.M.) NO 6/19 August 2009, of Emergency Ordinance NO 109/2011 on corporate governance of public companies and of Article 13 (1) of Articles of Incorporation of Societatea Nationala de Gaze Naturale "ROMGAZ"-S.A., updated, the Board of Directors decides upon the following:

 

 

a)           Approval of convening the Ordinary General Meeting of Shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" S.A. (OGMS).

 

b)           Establishing November 15, 2016, 1:00 PM (Romania time) for the Ordinary General Meeting of Shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" S.A., and respectively the date of November 16, 2016, 1:00 PM, if upon the date of the first convening of the OGMS the validity conditions for holding the OGMS are not met. The location of the meeting is the headquarters of Societatea Nationala de Gaze Naturale "ROMGAZ" SA, Medias, 4 Constantin Motas Square, Sibiu County, Romania, the conference room.

 

c)            Establishing November 4, 2016 as the "Reference Date", namely the identification date of the shareholders entitled to participate in the OGMS of November 15, 2016 and to cast their votes during such meeting.

 

d)           Establishing December 5, 2016 as "The Record Date", namely the identification date of shareholders who are affected by the Resolutions of the Ordinary General Meeting of Shareholders to be adopted during the meeting from November 15, 2016.

e)              Approval of the following OGMS Agenda of November 15, 2016:

 

"Item 1   Approval of:

-    The amendment of the calculation method of the performance indicators weighting factors, as well as the amendment of the Directors Plan in this respect; 

-  The performance criteria and objectives in conjunction with the Income and Expenditure Budget of S.N.G.N. Romgaz S.A., as approved by Resolution No 5/2016 of the General Meeting of Shareholders;

 

Item 2   Approval to conclude an Addendum to the Directors Agreement to modify the performance indicators calculation method in conjunction with the Income and Expenditure Budget of S.N.G.N. Romgaz S.A., as approved by Resolution No. 5/2016 of the General Meeting of Shareholders; 

 

Item 3   To mandate the representative of the majority shareholder to sign the Addendum to the Directors Agreement;

 

Item 4   Establishing December 5, 2016 as "The Record Date", namely as the date of identifying the shareholders who are affected by the Resolutions of the Ordinary General Meeting of Shareholders;

 

Item 5   Authorizing the Chairperson and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders."

f)            Authorize the Chairperson of the Board of Directors of Societatea Nationala de Gaze Naturale, "ROMGAZ" SA, Mrs Aurora Negrut, to sign the Convening Notice of the OGSM which will be held on November 15, 2016.

 

 

CHAIRPERSON OF

THE BOARD OF DIRECTORS,

Aurora NEGRUT

 


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