TIDMSNGR
RNS Number : 8698S
S.N.G.N. Romgaz S.A.
18 November 2021
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: November 18, 2021
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 event to be reported:
-- Request for submission for approval of S.N.G.N. ROMGAZ S.A.
Extraordinary General Meeting of Shareholders, convened on December
9 (10), 2021, 1:00 PM (Romania time), of an additional draft
resolution, related to item 2 on the agenda
According with the provisions of Law no 24/2017 and A.S.F.
Regulation no. 5/2018 - art. 185 paragraph 2 and paragraph 3, art.
188 paragraph 1 S.N.G.N. ROMGAZ S.A. informs the market about the
request, received on November 18, 2021 from the Romanian State as
shareholder of S.N.G.N. ROMGAZ S.A. (owning 70.0071% of the share
capital), represented by the Ministry of Energy, for submission for
approval of the Extraordinary General Meeting of Shareholders
convened on December 9 (10), 2021, 1:00 PM (Romania time), of an
additional draft resolution related to item 2 on the agenda.
Following the aforementioned request, the drafts of the voting
ballot and of the related special power of attorney for the EGMS
convened on December 9 (10), 2021 shall be modified and the updated
versions will be available, starting with November 25, 2021, on the
company's website www.romgaz.ro , Investors Section - General
Meeting of Shareholders.
The request made by the Romanian State, represented by the
Ministry of Energy, registered at S.N.G.N. ROMGAZ S.A. with no
39492/November 18, 2021, attached to this report, may be reviewed
at ROMGAZ Correspondence Entry, as well as on the Company's website
www.romgaz.ro , Investors Section - General Meeting of
Shareholders.
Chief Executive Officer,
Aristotel Marius JUDE
Translation from Romanian
Ministry of Energy
Minister's Office
Registration no. 16218/VDP/17.11.2021
To: Societatea Nationala de Gaze Naturale "Romgaz" SA Board of Directors
Mr. Dan Dragos Dragan
Chairman of the Board of Directors
Ref. to: The Extraordinary General Meeting of Shareholders
(EGMS) of Societatea Nationala de Gaze Naturale Romgaz SA summoned
for December 9 (10), 2021
The Ministry of Energy, on behalf of the Romanian State as
shareholder of 269,823,080 shares representing 70.0071% of
Societatea Nationala de Gaze Naturale "Romgaz" SA (SNGN Romgaz SA)
share capital, taking into account the convening of the
Extraordinary General Meeting of Shareholders (EGMS) for December 9
(10), 2021, subject to art.105, paragraph (3) letter b) of Law
24/2017 on issuers of financial instruments and market operations
and taking into account the convening notice for the meeting called
on December 9 (10), 2021, with respect to item 2 of the EGMS
agenda, namely:
"Approve conclusion of the share sale and purchase agreement of
all shares issued by (representing 100% of the share capital of)
ExxonMobil Exploration and Production Romania Limited, agreement to
be concluded by S.N.G.N. ROMGAZ S.A., as Purchaser with ExxonMobil
Exploration and Production Romania Holdings Limited, ExxonMobil
Exploration and Production Romania (Domino) Limited, ExxonMobil
Exploration and Production Romania (Pelican South) Limited,
ExxonMobil Exploration and Production Romania (Califar) Limited and
ExxonMobil Exploration and Production Romania (Nard) Limited, as
Sellers"
requests to submit for approval of the EGMS called on December 9
(10), 2021, the following additional resolution draft (related to
item 2 of the agenda):
"If S.N.G.N. Romgaz S.A. acquires all shares issued by
(representing 100% of the share capital of) ExxonMobil Exploration
and Production Romania Limited, company that owns 50% of all rights
and obligations under the Concession Agreement for petroleum
exploration, development and production in XIX Neptun Deep Block,
any disposal of:
a) shares issued by ExxonMobil Exploration and Production Romania Limited;
b) rights and obligations of ExxonMobil Exploration and
Production Romania Limited under the Concession Agreement for
petroleum exploration, development and production in XIX Neptun
Deep Block
shall be made only upon approval of S.N.G.N. Romgaz S.A.
Extraordinary General Meeting of Shareholders."
Therefore, for the avoidance of any doubt, the draft to be
submitted for EGMS approval, for item 2 of the agenda of the
meeting called on December 9 (10) 2021, by including the previously
mentioned additional draft, shall be the following:
"Approves conclusion of the share sale and purchase agreement of
all shares issued by (representing 100% of the share capital of)
ExxonMobil Exploration and Production Romania Limited, agreement to
be concluded by S.N.G.N. ROMGAZ S.A., as Purchaser with ExxonMobil
Exploration and Production Romania Holdings Limited, ExxonMobil
Exploration and Production Romania (Domino) Limited, ExxonMobil
Exploration and Production Romania (Pelican South) Limited,
ExxonMobil Exploration and Production Romania (Califar) Limited and
ExxonMobil Exploration and Production Romania (Nard) Limited, as
Sellers.
The agreement shall be concluded by S.N.G.N. Romgaz S.A.
concurrently with receiving a corporate guarantee letter issued by
Exxon Equity Holding Company in favour of S.N.G.N. Romgaz S.A. to
guarantee the refund of the deposit and payment of relevant claims
under the above-mentioned mentioned share sale and purchase
agreement.
If S.N.G.N. Romgaz S.A. acquires all shares issued by
(representing 100% of the share capital of) ExxonMobil Exploration
and Production Romania Limited, company that owns 50% of all rights
and obligations under the Concession Agreement for petroleum
exploration, development and production in XIX Neptun Deep Block,
any disposal of:
a) shares issued by ExxonMobil Exploration and Production Romania Limited;
b) rights and obligations of ExxonMobil Exploration and
Production Romania Limited under the Concession Agreement for
petroleum exploration, development and production in XIX Neptun
Deep Block
shall be made only upon approval of S.N.G.N. Romgaz S.A.
Extraordinary General Meeting of Shareholders."
Respectfully yours,
Minister of Energy
Virgil-Daniel Popescu
Round stamp of the Ministry of Energy Indecipherable signature
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