June 11, 2024
Announcement
regarding the Payment of 2023
Dividends
Societatea Nationala
de Gaze Naturale Romgaz S.A. ("S.N.G.N. Romgaz S.A.",
"ROMGAZ") announces
the payment of dividends, distributed from the 2023 net
profit and from retained earnings ("2023 dividends"), via Depozitarul Central S.A. ("Central Depository") and the payment
agent BRD - Groupe Societe
Generale S.A. ("BRD"), starting with July 26, 2024 (Payment Date), as
follows:
- Payment of 2023
dividends shall be made in compliance with current regulations on
the capital market and in compliance with the Resolution of ROMGAZ
Ordinary General Meeting of Shareholders no. 6 from April 25,
2024;
- ROMGAZ
shareholders registered in the Shareholders Registry kept by
Central Depository on the Record
Date July 5, 2024,
have the right to receive 2023 dividends; Ex-Date is July 4, 2024;
- The gross
dividend per share is RON
0.1425/share, applicable
withholding tax payable will be deducted prior to payment, at the
legal rate. According to the current Romanian Fiscal Code,
the standard tax rate applicable
to the dividends is 8%;
- Dividends will be
paid in RON, starting with
July 26, 2024 (Payment
Date). ROMGAZ shall not opt for delayed payment date.
Payment of 2023 dividends is subject to general
prescription provisions being limited within 3 (three) years from
the payment date. Last payment
date for 2023 dividends is July 26, 2027.
BRD's and Central
Depository's bank charges for payment of net dividends in RON are
borne by ROMGAZ.
DIVIDEND PAYMENT
METHODS:
I. for
Individuals:
-
Through
PARTICIPANTS in Central
Depository System
For shareholders, that are individuals holding on the
Record Date shares in Section II in ROMGAZ Shareholders Registry in
an account opened with a Participant/Intermediary (SSIF/custodian
bank/broker), dividends shall be paid automatically by bank
transfer through Central Depository, on ROMGAZ behalf, into the
Participant's account without submitting any additional
documents.
Payment of the dividends shall be made on the Payment
Date, July 26, 2024.
Note:
Shareholders having accounts with the PARTICIPANTS cannot receive
the dividends in cash or by bank transfer directly from the Payment
Agent BRD.
-
By BANK TRANSFER
in compliance with the requests sent directly to the Central
Depository
Shareholders that are not represented by a
Participant may exercise the option to request to the Central
Depository the payment of dividends according to Annex 1 guidelines.
For shareholders that already have the payment option made available by
Central Depository, meaning they registered the IBAN code at
Central Depository, the payment of dividends will be made
automatically on the Payment Date, July 26, 2024, without any
additional documents.
-
Through the
PAYMENT AGENT BRD
Individual shareholders, not represented by a
participant, and who did not request to Central Depository the
payment by bank transfer, may request payment:
- in CASH, at any
BRD unit in Romania, based on the documents mentioned in
Annex 2;
- by BANK TRANSFER,
according to Annex
2 guidelines.
In case the payment
is requested based on identification documents which do not
correspond to the existing data registered at Central Depository,
the payment cannot be processed. To this respect, the shareholders
are kindly asked to carry out all the necessary actions in order to
update their personal identification data at Central
Depository. Details on how to update the personal
identification data can be found at the following website www.roclear.ro,
section Holders - Services for
holders.
II. for
Legal Entities/Other
Entities:
-
Through PARTICIPANTS in Central Depository System
For shareholders that are legal entities/other
entities who, on the Record Date, hold shares in Section II in
ROMGAZ Shareholders Registry in an account opened with a
Participant/ Intermediary (SSIF/custodian bank/broker), dividends
shall be paid automatically by bank transfer through Central
Depository, on ROMGAZ behalf, into the Participant's account
without submitting any additional documents.
Payment of the dividends shall be made on the Payment
Date, respectively July 26, 2024.
Note:
Shareholders having accounts with the PARTICIPANTS cannot receive
the dividends in cash or by bank transfer directly from the Payment
Agent BRD.
-
By BANK TRANSFER
in compliance with the requests sent directly to Central
Depository
Shareholders that are not represented by a
Participant may exercise the option to request to Central
Depository the payment of dividends according to Annex 1 guidelines.
For shareholders that already have the payment option made available by
Central Depository, meaning they registered the IBAN code at
Central Depository, the payment of dividends will be made
automatically on the Payment date, July 26, 2024, without any
additional documents.
-
Through the
PAYMENT AGENT BRD
Shareholders that are legal entities/other entities,
not represented by participants, and who did not request directly
to Central Depository the payment by bank transfer, may request
payment only by BANK TRANSFER, according to Annex 3 guidelines.
RESIDENT INVESTMENT
FUNDS (WITHOUT LEGAL PERSONALITY), who wish to benefit from
tax exemption, need to follow the guidelines in Annex 4.
Non-resident shareholders
who wish to benefit from the provisions of the Double
Taxation Treaty concluded between Romania and their country of
residence, need to follow the guidelines in Annex 5.
IMPORTANT!
Resident
shareholders, individuals and legal entities, must be registered to
Central Depository with an identity document issued in Romania
(with Personal Identification Number) or the document attesting the
Fiscal Identification Code given by the Romanian tax
authority.
Non-resident
shareholders must be registered to Central Depository with identity
documents having Fiscal Identification Number for individuals or
Fiscal Identification Code for legal entities, given by the
Romanian tax authority. Fiscal Identification Number for
individuals and Fiscal Identification Code for legal entities shall
be obtained according to the provisions of Law no. 207/2015 regarding the Fiscal
Procedure Code, updated and of National Agency for Fiscal Administration
Order no. 1.699/October 25, 2021 to approve taxpayer tax forms and
types of tax liabilities that form the tax or fiscal vector
(meaning total tax owed), updated. At the same time,
non-resident shareholders must (are obliged to) register at Central
Depository with full and correct address from the declared
residence country.
***********************
INFORMATION NOTICE
on
the processing of personal data of shareholders, natural persons,
and of natural persons as representatives of shareholders, for
payment of 2023 dividends
For performing its activities,
S.N.G.N. Romgaz S.A. processes in a responsible manner personal
data of natural persons, in compliance with (EU) Regulation
no. 679 of April 27, 2016 on the protection of natural persons with
regard to the processing of personal data and on the free movement
of such data, and repealing Directive 95/46/EC (General Data
Protection Regulation) and pays special attention to personal data
protection of the natural persons it has legal relationships with,
irrespective of their role (shareholders, directors, employees,
clients, suppliers, representatives of legal persons
etc.).
For performing the payment of
dividends and of the dividend tax, as well as for releasing payment
proof/certificates, ROMGAZ processes the following personal data of
shareholders, natural persons and , as the case may be, of natural
persons acting as representatives of shareholders:
- Personal data from ROMGAZ Shareholders Registry (Shareholders
Registry), namely: first and last name; personal identification
number (Romanian citizens) or an equivalent unique identification
number (for foreign citizens); series and number of the
identification document (ID/passport/equivalent document); fiscal
identification number[1], address
(town, county/administrative territorial division, country); number
of shares;
- Value of the dividend due to each shareholder (gross/net) and
the value of the dividend tax, due by each shareholder;
- Personal data from the fiscal residence
certificates.
ROMGAZ receives personal data of
shareholders, natural persons and as the case may be, of natural
persons as representatives of shareholders, from the Shareholder's
Registry provided by Central
Depository, as an excerpt from the
Shareholder's Registry (Registry Excerpt) and the personal data of
shareholders, natural persons, listed in the fiscal residence
certificates, from participants to Central
Depository system, subject to the contracts
concluded with shareholders for the personal data included in the
documents sent for the avoidance of double taxation.
ROMGAZ processes personal data from
the Registry Excerpt by adding, for each shareholder, the amounts
representing the value of the dividends to be collected (gross/net)
and the value of the dividend tax by providing Central Depository and the National
Agency for Tax Administration (A.N.A.F.) with the data processed
for the purpose of paying the dividend and the dividend
tax.
The recipients/recipient categories
of processed data for the payment of dividends and of the dividend
tax are:
· ROMGAZ
employees that are responsible for dividend payments,
· Central Depository,
· The
payment agent BRD,
· A.N.A.F.
ROMGAZ does not intend to transfer
the personal data processed for the dividend payment, for the
dividend tax and for issuing the proof/certificate for the payment of dividends and of the
dividend tax, to a recipient from a third-party country or to an
international organization.
At ROMGAZ no shareholder, natural
person, or natural person as representative of a shareholder is
subject of a decision based exclusively on automatic personal data
processing, including creating profiles that may have legal effects
on the shareholders, natural persons or natural persons as
representatives of shareholders, or which could similarly affect
them in a significant manner.
Personal data processed for payment
of dividends and for the dividend tax, conveyed in
financial-accounting documents will follow the regime, including
the preservation period provided in the effective legislation for
this category of documents.
Each shareholder, natural person or,
as the case may be, a natural person as representative of a
shareholder has the following rights regarding the personal data
processing by ROMGAZ:
-
The right to request access to personal data, to
modify and delete personal data;
-
The right to request and obtain the restriction to
process and the right to deny the personal data
processing;
-
The right to obtain personal data
portability;
-
The right to press charges at the National
Supervisory Authority for Personal Data Processing.
Should you have any questions or uncertainties regarding the
processing of your personal data by ROMGAZ or if you would like to
exercise one or more of your rights, please contact us at the
following e-mail address: protectiadatelor@romgaz.ro
.
***********************
Following the analysis of net
dividends payment requests submitted to its banking agencies, BRD
reserves the right to request additional documents.
Additional information regarding the
dividend payment procedure may be requested to BRD at the email
address titluri@brd.ro
or by telephone: +40.722.642.649, +40.722.539.829
or +40.726.336.037.
For other queries, please access the
website, www.romgaz.ro, section Investors - Romgaz Dividends -
2023 Dividends or contact ROMGAZ via
e-mail at investor.relations@romgaz.ro
or by telephone: +40.374.40.1819.
Chief Executive
Officer,
Razvan
POPESCU
Chief Financial
Officer,
Gabriela
TRANBITAS
Annex 1
Payments by Bank Transfer further to
Direct Requests Made to
Central Depository
Shareholders that are not represented by a
Participant may exercise the option to request to Central
Depository payment of the dividends by bank transfer, sending the
payment option and the
corresponding documents by mail or directly at: Depozitarul Central S.A. - Bucharest 1, 4-8
Nicolae Titulescu, America House Building, East Wing, 1st floor,
postal code 011141, Romania.
This payment
option is made available by Central Depository in compliance
with the capital market legislation and allows cashing any amount
owed, directly by transfer in a bank account, disregarding which
issuer distributes the amounts. The option involves registering the
IBAN code with Central Depository, which may be used to collect
more or all of the holdings and remains valid for future
distributions until the shareholder notifies otherwise. The
registration of the IBAN by Central Depository is charged according
to the tariff scale charged to the holders of financial instruments
and will be borne by each shareholder.
The IBAN code collection form and the list of
documents required to be submitted for IBAN registration can be
found on Central Depository's webpage (www.roclear.ro
- section Holders - Services for holders - Dividend
payments and other cash payments) and on ROMGAZ's web page
(www.romgaz.ro, section
Investors - Romgaz Dividends -
2023 Dividends). Documents must be forwarded to Central
Depository at least 5 days before the dividend payment date.
For further details regarding this payment option,
ROMGAZ shareholders are kindly asked to contact Central Depository
by e-mail dividende@depozitarulcentral.ro
or by telephone +40.21.408.58.00.
Annex 2
Payments in Cash or
by Bank Transfer Made by the
Payment Agent
BRD
to INDIVIDUAL
SHAREHOLDERS
Individual shareholders, not represented by
participants and who did not request to Central Depository the
payment by bank transfer, may request payment in cash at any BRD unit in
Romania, based on the documents mentioned in this annex.
The BRD units list may be found on BRD's website,
link: https://www.brd.ro/brdepo
and on ROMGAZ's website www.romgaz.ro, section Investors -
Romgaz Dividends - 2023 Dividends.
Individual shareholders, not represented by
participants, who did not request to Central Depository the payment
by bank transfer and who wish dividend payment by bank transfer,
have the possibility to request to BRD payment by bank transfer.
Payment by bank transfer requires the filling in of
the form "Payment request by bank
transfer form of the net dividends distributed by SNGN ROMGAZ SA -
Individuals", which must be accompanied by the supporting
documents mentioned in this annex.
The Bank transfer request forms for individuals will
be available, starting with the date hereof, on ROMGAZ website
(www.romgaz.ro, section
Investors - Romgaz Dividends -
2023 Dividends) or can be requested starting with the
Payment Date at any BRD unit.
All supporting documents submitted at the bank desks
as copies shall be certified for consistency with the original and
signed by the shareholder/shareholder's proxy. Additional, BRD
shall verify and certify the copies of the documents submitted by
shareholders with the original documents brought in by shareholders
at BRD units.
The payment application form for net dividends by
bank transfer, together with the supporting documents shall be
submitted to BRD starting with the Payment Date, July 26, 2024,
directly at BRD desks or by
mail, by registered post, to: BRD - Groupe Societe Generale - Securities Division - City Offices, 4th floor,
Oltenitei Street no. 2, Sector 4, Bucharest, Postal code 041312,
Romania. If sent by
mail, the requested documents shall be submitted as
notarized copies.
The bank account
holder can be only the shareholder or, as the case may be, the
shareholder's proxy.
The documents in a
language other than Romanian shall be submitted with a notarized
Romanian translation, and apostilled, as applicable.
BRD will make the payment of the net dividend by bank
transfer within maximum 2 banking days (or maximum 10 banking days
in case of non-residents who submitted tax certificates) from the
registration date of the dividend payment request by bank transfer,
accompanied by accurate and complete supporting documents. The date
of crediting the bank accounts of the shareholders depends on the
inter-banking circuit and on the chain of correspondent banks.
List of
documents:
1. FOR INDIVIDUAL
SHAREHOLDERS - ON THEIR OWN NAME:
- RESIDENT - The valid identification
document containing the personal identification number (PIN);
- NON-RESIDENT - The valid identification
document/passport containing the identification number.
If the individual shareholder is a minor aged between
14 and 18 who wishes to personally collect the net dividends, the
shareholder will submit, in addition to the documents listed above,
the consent from their legal representative. If the dividends are
collected by the legal representative / legal guardian / trustee,
the required documents will be those listed at 2 and 3 below.
2. FOR THE
SHAREHOLDERS - INDIVIDUALS UNDER 14 YEARS OLD:
- the
identification document of the legal guardian/parent containing the
personal identification number (PIN) + 1 photocopy certified as
"true copy" (the photocopy will be retained by the Payment
Agent);
- the shareholder's
birth certificate bearing the personal identification number (PIN)
+ 1 photocopy certified as "true copy" (the photocopy will be
retained by the Payment Agent);
- the legal
document establishing the guardianship if the legal guardian is not
one of the parents + 1 photocopy certified as "true copy" (the
photocopy will be retained by the Payment Agent).
3. FOR THE
SHAREHOLDERS - DISABLED PERSONS - THROUGH A CONSERVATOR:
- the
identification document of the conservator bearing the personal
identification number (PIN) + 1 photocopy certified as "true copy"
(the photocopy will be retained by the Payment Agent);
- the
identification document of the shareholder bearing the personal
identification number (PIN) + 1 photocopy certified as "true copy"
(the photocopy will be retained by the Payment Agent);
- the legal
document establishing the conservatorship + 1 photocopy certified
as "true copy" (the photocopy is retained by the Payment
Agent).
4. FOR INDIVIDUAL
SHAREHOLDERS - THROUGH THEIR PROXIES:
- the special power
of attorney notarized, which contains the mandate to receive the
dividends, issued by no more than 3 years before the payment date,
except where the power of attorney has a duration of more than 3
years and is still valid on the date of payment + 1 photocopy
certified as a "true copy" (the photocopy will be retained by the
Payment Agent);
- the
identification document of the representative bearing the personal
identification number (PIN) + 1 photocopy certified as a "true
copy" (the photocopy will be retained by the Payment Agent).
Note
1: In case of co-owners,
the cash payments shall be disbursed provided that all the
co-owners present themselves at the bank desk, in person or by
legal and/or conventional representative.
Note
2: The documents in a
foreign language shall be submitted with a notarized Romanian translation, and
documents in a foreign language issued by a foreign authority shall
be apostilled, as applicable.
Note
3: The Payment Agent shall
make the cash payments within the limits established by applicable
law.
Note
4: In case of payments by bank transfer to banks
other than BRD, attach to the documents above a statement of account
certified by the bank where the dividends transfer is
requested, or a supporting document issued by the bank, indicating
the holder of the bank account mentioned above. The account holder can be only the shareholder
or, as the case may be, the shareholder's proxy.
Special
circumstances:
No payments of
dividends shall be made at BRD desks in the following
situations:
- to shareholders
whose PIN from the documents presented at the cash desk is not the
same with the PIN stipulated in the Payment Agent's registry, as
received from Central Depository. Such persons shall be directed to
Central Depository to update the identification data. Details on
how to update the personal identification data can be found on
Central Depository's website www.roclear.ro
-
Holders - Services for
holders section;
- to the
shareholders' heirs based on submitted documents (ex. heir
certificate, other documents). They shall be directed to
Central Depository to update the registration of the property
transfer. Payment shall be made after updating the Payment Agent's
registry, further to the request of Central Depository.
Annex 3
Payments by Bank
Transfer Made by the
Payment Agent
BRD
to SHAREHOLDERS -
LEGAL ENTITIES
Legal entities/other entities shareholders, not
represented by participants, who did not request to Central
Depository the payment by bank transfer and who wish dividend
payment by bank transfer, have the possibility to request to BRD
payment by bank
transfer.
Payment by bank transfer requires the filling in of
the form "Payment request by bank
transfer form of the net dividends distributed by SNGN ROMGAZ SA -
Legal persons / other entities", which must be accompanied
by the supporting documents mentioned in this annex.
The Bank transfer request forms for legal
entities/other entities will be available, on ROMGAZ website
(www.romgaz.ro - Investors - Romgaz Dividends - 2023
Dividends) or can be requested starting with the Payment
Date at any BRD unit.
All supporting documents submitted at the bank desks
as copies shall be certified for consistency with the original and
signed by the shareholder/shareholder's proxy. Additional, BRD
shall verify and certify the copies of the documents submitted by
shareholders with the original documents brought in by shareholders
at BRD units.
The payment application form for net dividends by
bank transfer, together with the supporting documents shall be
submitted to BRD starting with the Payment Date, July 26, 2024,
directly at BRD desks or by
mail, by registered post, to: BRD - Groupe Societe Generale - Securities Division - City Offices, 4th floor,
Oltenitei Street no. 2, Sector 4, Bucharest, Postal code 041312,
Romania. If sent by
mail, the requested documents shall be submitted as
notarized copies, except
for the Ascertaining Certificate issued by the Trade
Registry/equivalent document issued by the competent authority
attesting the quality as legal representative, which can be
submitted in original or copy.
The account holder
can be only the shareholder.
The documents in a
language other than Romanian shall be submitted with a notarized
Romanian translation, and apostilled, as applicable (except
for the Ascertaining Certificate issued by the Trade
Registry/equivalent document issued by the competent authority
attesting the quality as legal representative, which can be
submitted in notarized English translation).
BRD will make the payment of the net dividends by
bank transfer in maximum 2 banking days (or maximum 10 banking days
in case of non-residents who submitted tax certificates) from the
registration of the dividend payment request by bank transfer,
accompanied by accurate and complete supporting documents. The date
of crediting the bank accounts of the shareholders depends on the
inter-banking circuit and on the chain of correspondent banks.
List of
documents:
- the
incorporation/registration certificate of the legal person/entity
with the Trade Register/another equivalent document certifying the
registration of the legal person/entity with the relevant authority
+ 1 photocopy certified as "true copy" retained by the Payment
Agent;
- the
identification documents of the legal representative or of the
proxy, as applicable;
- the
Ascertaining Certificate issued by the Trade Registry/ equivalent
document issued by the competent authority, no older than 30 days,
mentioning the legal representative of the company + 1 photocopy
retained by the Payment Agent;
- the
power of attorney in original or a notarized copy (the power of
attorney will be retained by the Payment Agent), if applicable.
In case of payments
by bank transfer to banks other than BRD, attached to the documents above will be a statement of
account certified by the bank where the dividends transfer
is requested, or a supporting document issued by the bank,
indicating the holder of the bank account mentioned above.
The account holder can be only the
shareholder.
Annex 4
List of documents
for RESIDENT INVESTMENT FUNDS
(WITHOUT LEGAL
PERSONALITY)
For tax exemption on dividends, in compliance to
Fiscal Code provisions, RESIDENT
INVESTMENT FUNDS (WITHOUT LEGAL PERSONALITY) must submit the
following documents:
- A
statement signed by the legal
representative/authorized person representing the investment
fund, attesting that it is a closed/open investment fund
without legal personality.
Also, the statement must include the information
necessary to identify the investment fund, at least the
following:
· the fund identification
data (sole identification/registration code and full name of the
investment fund, as they are mentioned in the ROMGAZ Shareholders
Registry kept by Central Depository),
· the authorization
decision,
· the registration number
in the Register of Financial Instruments and Investments,
· the number and the date
of Financial Supervisory Authority notification and its
validity.
- Copy of the valid identification document of
the legal representative/authorized person to represent the
fund, certified as a "true copy" by the holder - namely ID
with the personal identification number (PIN) for Romanian citizens
or passport with identification number for foreign citizens;
- Ascertaining Certificate, within its
validity (30 days from issuing), in original or certified as a "true
copy", attesting the position of the person signing the declaration
of legal representative/authorized person representing the
fund;
- Copy of the certificate issued by the
Financial Supervisory Authority ("FSA"), in which the FSA
Financial Instruments and Investments Registry number can be
found.
Note:
In case of an asset management company managing several investment
funds, only one statement will be submitted and one copy of the
asset management company's documents, accompanied by a list of the
investment funds managed by the asset management company and all of
the funds' documents.
Shareholders should send the documents, directly or
through a Participant, by mail, by registered post, to S.N.G.N. ROMGAZ S.A. headquarters in Medias,
C.I. Motas Square no. 4, Sibiu County, Postal code 551130, Romania
- attn. Capital Market Department or via e-mail, with extended incorporated electronic
signature acc. to Law no. 455/2001 regarding electronic signature, using
the following e-mail address investor.relations@romgaz.ro.
In this case, both the e-mail and the enclosed documents will be
signed electronically.
Documents must be submitted until July 17, 2024 (documents receipt
date at ROMGAZ headquarters) for the dividends payment with tax
exemption on the Payment Date,
July 26, 2024. If the documents are not correct and
complete, ROMGAZ will hold the applicable dividend tax out of the
gross dividend according to the Romanian law (8%).
In case the documents are submitted after July 17, 2024, ROMGAZ will pay to
the shareholder the withheld tax after the Payment Date.
Annex 5
Favorable tax
granting for NON-RESIDENT SHAREHOLDERS
Non-resident shareholders who wish to benefit from
the provisions of Double Taxation Treaties concluded between
Romania and their resident country must submit to ROMGAZ
the tax residence certificate in
original/notarized copy, apostilled, if applicable, and
the notarized translation into
Romanian, as well as contact details for further
clarifications.
The tax residency
certificates submitted by non-resident shareholders must meet the
following requirements:
- to be issued in the year in which the
application of double taxation treaties is requested and
- to be valid for the year in which the
dividends were paid.
Non-resident shareholders should send the documents,
directly or through a Participant, by mail, by registered post, to
S.N.G.N. ROMGAZ S.A. headquarters
in Medias, C.I. Motas Square no. 4, Sibiu County, Postal code
551130, Romania - attn. Capital Market Department.
Documents must be submitted until July 17, 2024 (documents receipt
date at ROMGAZ headquarters) in order for the dividends to be paid
with favorable tax on the Payment
Date, July 26, 2024. If the documents are not correct and
complete, ROMGAZ will hold the applicable dividend tax out of the
gross dividend according to the Romanian law (8%).
In case the documents are submitted after July 17, 2024, ROMGAZ will pay,
after the Payment Date, the difference between the withheld tax and
the value of the favorable tax, calculated after applying the
provisions of Double Taxation Treaties.