TIDMSNGR
RNS Number : 3239V
S.N.G.N. Romgaz S.A.
10 December 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: December 10, 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 events to be reported:
-- Resolution of the Extraordinary General Meeting of
Shareholders of S.N.G.N. ROMGAZ S.A. of December 10, 2021
(EGSM);
-- Resolution of the Ordinary General Meeting of Shareholders of
S.N.G.N. ROMGAZ S.A. of December 10, 2021 (OGSM);
S.N.G.N. ROMGAZ S.A. brings to the attention of the investors
and the capital market the decisions taken within the General
Meetings of Shareholders held on December 10, 2021,
respectively:
Within the Extraordinary General Meeting of Shareholders of
S.N.G.N. ROMGAZ S.A.:
- Shareholders approved the transaction for S.N.G.N. ROMGAZ S.A.
to acquire all shares issued by (representing 100% of the share
capital of) ExxonMobil Exploration and Production Romania Limited,
company that holds 50% of the rights and obligations under the
Concession Agreement for petroleum exploration, development and
production in XIX Neptun Deep Block.
- Shareholders approved the conclusion of the share sale and
purchase agreement regarding all shares issued by (representing
100% of the share capital of) ExxonMobil Exploration and Production
Romania Limited, agreement to be concluded between S.N.G.N. ROMGAZ
S.A., as buyer, and 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.
- Shareholders approved the extension of fixed assets rental
contracts concluded between S.N.G.N. Romgaz S.A. and S.N.G.N. -
Filiala de Inmagazinare Gaze Naturale Depogaz Ploiesti S.R.L. No.
31655/April 1, 2021 and No. 31657/April 1, 2021, for a period of
one year, as of January 1, 2022.
Within the Ordinary General Meeting of Shareholders of S.N.G.N.
ROMGAZ S.A.:
- Shareholders approved the contracting of loans from one or
several credit institutions in the total amount of EUR 325 million,
in order to cover a part of the purchase transaction price payed by
S.N.G.N. Romgaz S.A. for all the shares issued by (representing
100% of the share capital of) Exxon Mobile Exploration and
Production Romania Limited, complying with the granting criteria
established in the OGMS Resolution no. 12 from December 10,
2021;
- Shareholders approved the extension by 1 year, changing the
granting currency and decreasing the credit limit for Credit
Facility Contract No 201812070225 concluded with Banca Comerciala
Romana S.A, for issuing bank guarantee letters up to the limit of
RON 350 million.
The quorum conditions for the EGSM and the OGSM, joined on the
second convening, were fulfilled according to the provisions of
Article 15, paragraph 14 and paragraph 12 from S.N.G.N. ROMGAZ S.A.
Articles of Incorporation and Article 115 and Article 112 from the
Company Law no.31/1990.
Attached:
Resolution no. 11 of the Extraordinary General Meeting of
Shareholders of S.N.G.N. ROMGAZ S.A. of December 10, 2021
Resolution no. 12 of the Ordinary General Meeting of
Shareholders of S.N.G.N. ROMGAZ S.A. of December 10, 2021
Chief Executive Officer,
Aristotel Marius JUDE
----------------------------------------------
RESOLUTION NO. 11/December 10, 2021
of the Extraordinary 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 Extraordinary General Meeting of Shareholders of Societatea
Nationala de Gaze Naturale "ROMGAZ" - S.A joined in the meeting, at
its second convening, of December 10, 2021, 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
Approves the transaction for S.N.G.N. ROMGAZ S.A. to acquire all
shares issued by (representing 100% of the share capital of)
ExxonMobil Exploration and Production Romania Limited, company that
holds 50% of the rights and obligations under the Concession
Agreement for petroleum exploration, development and production in
XIX Neptun Deep Block.
The resolution was approved with 305,453,950 votes representing
79.2517% from the sharecapital and 98.3135% from the total votes
validly casted .
Article 2
(1) Approves conclusion of the share sale and purchase agreement
regarding all shares issued by (representing 100% of the share
capital of) ExxonMobil Exploration and Production Romania Limited,
agreement to be concluded between S.N.G.N. ROMGAZ S.A., as buyer,
and 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 resolution was approved with 305,453,950 votes representing
79.2517% from the sharecapital and 98.3135% from the total votes
validly casted .
(2) The agreement shall be concluded by the Company together
with receiving a corporate guarantee letter issued by Exxon Equity
Holding Company in favor of ROMGAZ for guaranteeing deposit
reimbursement and payment of relevant claims in compliance with
above-mentioned share sale and purchase agreement.
The resolution was approved with 305,453,950 votes representing
79.2517% from the sharecapital and 98.3135% from the total votes
validly casted .
(3) 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.
The resolution was approved with 305,768,925 votes representing
79.3335% from the sharecapital and 98.4149% from the total votes
validly casted .
Article 3
Mandates S.N.G.N. ROMGAZ S.A. Chief Executive Officer and the
Chief Financial Officer to approve and sign the documents provided
in the agreement mentioned at art. 2 above, necessary for
finalizing the transaction and for carrying out all formalities
necessary and useful for finalizing the transaction.
The resolution was approved with 305,453,950 votes representing
79.2517% from the sharecapital and 98.3135% from the total votes
validly casted .
Article 4
Approves extension of fixed assets rental contracts concluded
between S.N.G.N. Romgaz S.A. and S.N.G.N. Romgaz S.A. - Filiala de
Inmagazinare Gaze Naturale Depogaz Ploiesti S.R.L., No. 31655/April
1, 2021 and No. 31657/April 1, 2021, for a period of one year, as
of January 1, 2022.
The resolution was approved with 310,693,847 votes representing
80.6113% from the sharecapital and 100% from the total votes
validly casted .
Article 5
Mandates the Chairman and the Secretary of the meeting to sign
the Extraordinary General Meeting of Shareholders Resolution.
The resolution was approved with 310,693,847 votes representing
80.6113% from the sharecapital and 100% from the total votes
validly casted.
This document was drafted on December 10, 2021 , in 4 (four)
copies.
CHAIRMAN OF
THE BOARD OF DIRECTORS
DAN DRAGOS DRAGAN
SECRETARY OF THE MEETING
CATALINA CARMEN CIOBANU
------------------------------------------------------
RESOLUTION NO. 12/December 10, 2021
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 second convening, of December 10, 2021, 2:00 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
Approves the contracting of loans from one or several credit
institutions in the total amount of EUR 325 million, in order to
cover a part of the purchase transaction price payed by S.N.G.N.
Romgaz S.A. for all the shares issued by (representing 100% of the
share capital of) Exxon Mobile Exploration and Production Romania
Limited, complying with the following granting criteria:
ü Guarantees: no guarantees;
ü Granting fee: 0 (zero);
ü Non-usage fee: 0 (zero);
ü Prepayment fee: 0 (zero);
ü Interest rate for usage in EUR: EURIBOR 3M plus margin % per
year ( margin % according to the best offer if two contract loans
are concluded);
ü Credit maturity: 5 years after the withdrawal date;
ü Credit reimbursement: equal trimester installments starting
with the first trimester after the first withdrawal;
ü Usage period: 3 months after signing the loan contract.
The resolution was approved with 308,010,624 votes representing
79.9151% from the sharecapital and 98.1104% from the total votes
validly casted .
Article 2
Mandates SNGN Romgaz SA CEO and CFO to sign the loan
contract/contracts mentioned in article 1, as well as any other
documents, certificates, usage requests and necessary documents
according to the before mentioned contract/contracts.
The resolution was approved with 308,010,624 votes representing
79.9151% from the sharecapital and 98.1104% from the total votes
validly casted .
Article 3
Approves the extension by 1 year, changing the granting currency
and decreasing the credit limit for Credit Facility Contract No
201812070225 concluded with Banca Comerciala Romana S.A, for
issuing bank guarantee letters up to the limit of RON 350
million.
The resolution was approved with 310,775,347 votes representing
80.6324% from the sharecapital and 100% from the total votes
validly casted .
Article 4
Mandates S.N.G.N. Romgaz S.A. CEO and CFO to sign the Addendum
for extending the Credit Facility Contract No. 201812070225.
The resolution was approved with 310,775,347 votes representing
80.6324% from the sharecapital and 100% from the total votes
validly casted .
Article 5
Mandates S.N.G.N. Romgaz S.A. employees holding type I and type
II signature rights in Banca Comerciala Romana for signing the
issuance and amendment requests to the bank bank guarantee letters
of the facility granted by Banca Comerciala Romana S.A., as well as
any other documents related to the credit contract, regardless of
its conclusion form, including, without limitation, addenda,
withdrawal/issuance requests/guarantee letters amendments.
The resolution was approved with 310,775,347 votes representing
80.6324% from the sharecapital and 100% from the total votes
validly casted .
Article 6
Takes note of the information report on extending Gas Sales
Contract No. VG32/2020 concluded with Electrocentrale Constanta
S.A., by signing Addendum No. 1/2021.
The resolution was approved with 310,775,347 votes representing
80.6324% from the sharecapital and 100% from the total votes
validly casted .
Article 7
Mandates the Chairman and the Secretary of the Meeting to sign
the Ordinary General Meeting of Shareholders resolution.
The resolution was approved with 310,775,347 votes representing
80.6324% from the sharecapital and 100% from the total votes
validly casted .
This document was drafted on December 10, 2021 , in 4 (four)
copies .
CHAIRMAN OF
THE BOARD OF DIRECTORS
DAN DRAGOS DRAGAN
SECRETARY OF THE MEETING
CATALINA CARMEN CIOBANU
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