Company Announcements

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: June 26, 2019

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:

·    Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of June 26, 2019 (OGMS)

·    Changes in the Board of Directors as a result of electing the Board of Directors members by cumulative voting  at the OGMS of June 26, 2019

The quorum condition for OGMS has 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.

As a result of exercising the cumulative voting at the OGMS, the following persons were elected as members of S.N.G.N. ROMGAZ S.A. Board of Directors:

Ø Mr. Havrilet Niculae

Ø Mrs. Stan-Olteanu Manuela-Petronela

Ø Mr. Ciobanu Romeo-Cristian

Ø Mr. Parpala Caius-Mihai

Ø Mr. Harabor Tudorel

Ø Mr. Cimpeanu Nicolae

Ø Mr. Jansen Petrus Antonius Maria

The mandate term of S.N.G.N. Romgaz S.A. Board of Directors members is:

·    4 (four) months, for the interim directors appointed in accordance with Article 1 from OGMS Decision no. 6/June 26,2019, respectively, Mr. Havrilet Niculae, Mrs.  Stan-Olteanu Manuela-Petronela, Mr. Parpala Caius-Mihai, Mr. Harabor Tudorel and Mr. Cimpeanu Nicolae;

·    Equal with the remaining period of the mandate approved by Article 2 from OGMS Resolution no. 8/ July 6, 2018, for the reconfirmed Members of the Board, respectively Mr. Ciobanu Romeo-Cristian and Mr. Jansen Petrus Antonius Maria.

The following Board of Directors members are considered revoked: Mrs. Ungur Ramona, Mr.  Nistoran Dorin - Liviu, Mr. Grigorescu Remus,  Mr. Volintiru Constantin Adrian and Mr. Jude Aristotel Marius.

Attached:

Resolution no. 6 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of June 26, 2019.

Director General,

Constantin Adrian VOLINTIRU

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RESOLUTION NO. 6/June 26, 2019

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 June 26, 2019, 1:00 pm (Romania time) at the headquarters of "ROMGAZ", located in Medias, 4 Constantin Motas square, Sibiu County Romania, the conference room, issues the following:

R E S O L U T I O N

Article 1

(1) OGMS approves the election by means of the cumulative voting method of the following Board of Directors members:

·      Havrilet Niculae, Romanian citizen, […] - 331,640,254 cumulative votes;

·      Stan-Olteanu Manuela-Petronela, Romanian citizen, […] - 308,071,341 cumulative votes;

·      Ciobanu Romeo-Cristian, Romanian citizen, […] - 306,652,328 cumulative votes;

·      Parpala Caius-Mihai, Romanian citizen, […]- 300,682,841 cumulative votes;

·      Harabor Tudorel, Romanian citizen, […] - 300,121,341 cumulative votes;

·      Cimpeanu Nicolae, Romanian citizen, […] - 300,071,401 cumulative votes;

·      Jansen Petrus Antonius Maria, Dutch citizen, […] - 128,734,854 cumulative votes.

(2) The following Board of Directors members are considered revoked: Ungur Ramona, Nistoran Dorin-Liviu, Grigorescu Remus, Volintiru Constantin Adrian and Jude Aristotel Marius. They have not been reconfirmed as a result of applying the cumulative voting method. Consequently, their mandate terminates on the date of this OGMS, in accordance with Rule no. 5/2018, Article 167, par. (3) Financial Supervisory Authority.

Article 2

The mandate term of the Board of Directors members is:

a)   4 (four) months, in accordance with the provisions of GEO109/2011 on corporate governance of public enterprises, Art. 64^1 as amended from time to time and approved by Law 111/2016, for interim directors appointed in accordance with Article 1 above;

b)  Equal with the remaining period of the mandate approved by OGMS Resolution no. 8 of July 6, 2018, article 2 for the Members of the Board reconfirmed in compliance with on corporate governance of public enterprises, Article 32 par. (8) as amended from time to time and approved by Law 111/2016.

Article 3

The fixed gross monthly indemnity of the directors elected by means of the cumulative voting method is established in accordance with the OGMS Resolution no. 8 of July 6, 2018, Article 3.

Article 4

Director's Agreement form to be concluded with the interim directors elected by cumulative voting, as annexed, is approved. For reconfirmed directors the provisions of director's agreements concluded at the day of appointment and the related addenda (if applicable) are valid.

Article 5

The representative of the majority shareholder, the Romanian State acting through the Ministry of Energy, is mandated to sign the mandate contracts with the members of S.N.G.N. Romgaz S.A. Board of Directors.

The present Resolution was signed on June 26, 2019, in 4 (four) original copies.

CHAIRMAN OF THE MEETING

UNGUR RAMONA

SECRETARY OF THE MEETING

BOBALCA CORNEL

http://www.rns-pdf.londonstockexchange.com/rns/5506D_1-2019-6-26.pdf