TIDMSNGR
RNS Number : 5402K
S.N.G.N. Romgaz S.A.
22 April 2020
CURRENT REPORT
In compliance with Law no. 24/2017 regarding Issuers of
Financial Instruments and Market Operations and A.S.F. Regulation
no. 5/2018
Report date: April 22 , 2020
Company name : Societatea Nationala de Gaze Naturale ROMGAZ
S.A.
Address: Medias, 4 Constantin I. Motas Square, Sibiu County -
Romania, 551130
Phone/fax no: 004-0374-401020 / 004-0269-846901
Fiscal Code: RO14056826
LEI Code: 2549009R7KJ38D9RW354
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 April 22, 2020 (OGMS) ;
-- Approval of the distribution of S.N.G.N. Romgaz S.A. 2019 net
profit and approval of the total gross dividend per share
distributed from 2019 net profit and, partially from retained
earnings;
-- Total gross dividend per share is RON 1.61 ;
-- Establish "payment date" for July 24, 2020;
The quorum conditions for the OGMS have been fulfilled according
to the provisions of Article 15, paragraph 12 from S.N.G.N. ROMGAZ
S.A. Articles of Incorporation and of Article 112, paragraph 1 from
the Company Law no.31/1990.
Attached:
Resolution no. 6 of the Ordinary General Meeting of Shareholders
of S.N.G.N. ROMGAZ S.A. of April 22, 2020
Chief Executive Officer,
Constantin Adrian VOLINTIRU
--------------------------------------------
RESOLUTION NO. 6/April 22, 2020
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
The Ordinary General Meeting of Shareholders of Societatea
Nationala de Gaze Naturale "ROMGAZ" - S.A joined in the meeting, at
its first convening, of April 22, 2020, 1:00 pm (Romania time) at
the S.N.G.N. ROMGAZ S.A. working point located in Bucharest, Sector
1, 59 Grigore Alexandrescu Street, 5(th) floor, issues the
following:
R E S O L U T I O N
Article 1
Takes note of the Consolidated Board of Directors' Report on the
activity performed in 2019.
Article 2
Takes note of the Report of the Independent Auditor Ernst &
Young Assurance Service S.R.L. on the Annual Individual Financial
Statements of S.N.G.N. ROMGAZ S.A. for the year ended on December
31, 2019.
Article 3
Takes note of the Report of the Independent Auditor Ernst &
Young Assurance Service S.R.L. on the Consolidated Financial
Statements of S.N.G.N. ROMGAZ S.A. Group for the year ended on
December 31, 2019 .
Article 4
Approves the Annual Individual Financial Statements of S.N.G.N.
ROMGAZ S.A. for the year ended on December 31, 2019 prepared in
compliance with the International Financial Reporting Standards
(IFRS) adopted by the European Union and the Order of the Ministry
for Public Finances no. 2844/2016.
Article 5
Approves the Consolidated Financial Statements of S.N.G.N.
ROMGAZ S.A. Group for the year ended on December 31, 2019 prepared
in compliance with the International Financial Reporting Standards
(IFRS) adopted by the European Union and the Order of the Ministry
for Public Finances no. 2844/2016.
Article 6
Approves the distribution of net profit achieved by S.N.G.N.
"ROMGAZ"- S.A. in 2019, as follows:
I Indicators YEAR 2019 Value (RON)
0 1 2
-------------------------------------------- ----------------------------
A. Gross result of financial year 1 224 268 884,00
-------------------------------------------- ----------------------------
B. Current income tax 286 025 447,00
-------------------------------------------- ----------------------------
B.1 Specific activities tax 46 796,00
-------------------------------------------- ----------------------------
C. Revenue from deferred income tax 118 163 586,00
-------------------------------------------- ----------------------------
C.1 Deferred income tax 9 953 605,00
-------------------------------------------- ----------------------------
Net result of financial year [A-B-B1+C-C.1]
, (accounting profit after profit tax
D. deduction), including: 1 046 406 622,00
-------------------------------------------- ----------------------------
a) Legal reserve .00
-------------------------------------------- ----------------------------
Other reserves representing fiscal
facilities provided by law (Law No.
b) 227/2015-Article 22) 12 247 662,00
-------------------------------------------- ----------------------------
Coverage of losses in retained earnings
from previous years accounting errors
(in accordance with Article 1, paragraph
c) (1), c) of GO No. 64/2001) .00
-------------------------------------------- ----------------------------
Set up of own financing sources for
co-financed projects from external
loans (in accordance with Article 1,
c1) paragraph (1), c^1 of GO No. 64/2001) .00
-------------------------------------------- ----------------------------
Other distributions as provided by
d) special laws .00
-------------------------------------------- ----------------------------
Remaining net profit to be distributed
E. (D-a-b+c-c1-d) 1 034 158 960,00
-------------------------------------------- ----------------------------
e) Employees' participation to profit 31 524 733,00
-------------------------------------------- ----------------------------
Dividends due to shareholders (approx.
50.27% of net profit to be distributed
f) (E + e)) 535 737 136,00
-------------------------------------------- ----------------------------
-dividend/share 1,39
-------------------------------------------- ----------------------------
Profit for setting up own financing
g) sources(E-f) 498 421 824,00
-------------------------------------------- ----------------------------
TOTAL DISTRIBUTIONS (b+f+g) 1 046 406 622,00
-------------------------------------------- ----------------------------
Article 7
Approves the gross dividend of RON 1.39 per share, distributed
from the net profit achieved in 2019.
Article 8
Approves t he distribution of retained earnings representing the
value of fixed asset depreciation and fixed assets and investment
projects abandoned during the reporting year financed from the
"expenditure quota required for development and modernization of
natural gas production" source in accordance with GD No. 168/1998,
as subsequently amended and supplemented, as follows:
a. the amount of RON 84,792,928.00 as dividends;
b. the amount of RON 82,207,785.98, for own financing sources.
Article 9
Approves the gross dividend of RON 0.22 per share, distributed
from retained earnings.
Article 10
Approves the total gross dividend per share in amount of RON
1.61, out of which RON 1.39 related to the 2019 result and RON 0.22
related to retained earnings.
Article 11
Establishes July 24, 2020 as payment day, for payment of
dividends due to shareholders.
Article 12
Approves the employees' participation in profit, in accordance
with the provisions of Government Ordinance no. 64/2001, in amount
of RON 31,524,733.
Article 13
Takes note of the Annual Report of the Nomination and
Remuneration Committee on remuneration and other benefits granted
to directors and managers during the financial year 2019.
Article 14
Approves the budgetary discharge of the Board members for the
financial year 2019.
Article 15
Approves the maximum limit of the insured amount related to the
professional liability insurance of Board members, in amount of
Euro 100,000,000.
Article 16
Establishes July 3, 2020 as the Record Date, that is the date to
determine the shareholders eligible to receive dividends or other
rights and who are affected by the Resolutions of the Ordinary
General Meeting of Shareholders.
Article 17
Establishes July 2, 2020 as "Ex-Date" representing the date
falling one settlement cycle minus one business day before the
Record Date, as of which the financial instruments provided under
the corporate bodies' resolutions are traded without the rights
resulting from such resolution.
Article 18
Authorises the Chairperson and the Secretary of the meeting to
sign the resolution of the Ordinary General Meeting of
Shareholders.
The present Resolution was signed on April 22, 2020 , in 4
(four) original copies.
CHAIRMAN OF THE MEETING
STAN-OLTEANU MANUELA-PETRONELA
SECRETARY OF THE MEETING
BOTOND BALAZS
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END
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