S N T G N Transgaz S A : Current report OGMS&EGMS resolutions 07.12.2022

CURRENT REPORT

According to the provisions of art. 139 of Law 24/2017 on the issuers of financial instruments and market operations

Date of report: 07 December 2022

Name of issuing entity: SNTGN TRANSGAZ SA

Headquarters: Mediaş, 1 Constantin I. Motaş Square, Sibiu County

Telephone/fax number: 0269803333/0269839029

Tax identification code: RO 13068733

Trade Register number: J32/301/2000

Subscribed and paid-up capital: 117,738,440 RON

Regulated market on which issued securities are traded: Bucharest Stock Exchange.

REPORTED EVENTS:

According to the laws on reporting to the capital market institutions SNTGN TRANSGAZ SA notifies all shareholders and investors that the Ordinary and Extraordinary General Meetings of the Company's Shareholders were held on 07 December 2022 as convened, according to Art. 117 of Law 31/1990 on trading companies, republished as further amended and supplemented, and of Art. 16 of the updated Articles of Incorporation.

We hereby enclose

• Resolution No. 10/07.12.2022 of the Ordinary General Meeting of the Shareholders of SNTGN Transgaz SA Medias.
• Resolution No. 11/07.12.2022 of the Extraordinary General Meeting of the Shareholders of SNTGN Transgaz SA Medias.

RESOLUTION NO. 10 of the Ordinary General Meeting of the Shareholders of the

National Gas Transmission Company TRANSGAZ S.A. Medias,

as of 07 December 2022

The Ordinary General Meeting of the Shareholders of the National Gas Transmission Company TRANSGAZ S.A., open company, headquartered in Medias, 1 C.I. Motaș Square, Sibiu County, registered with the Sibiu Trade Register Office under number J/32/301/2000, tax identification code RO13068733, subscribed and paid-up capital: 117,738,440 RON, divided into 11.773.844 shares, each having a nominal value of 10 lei, convened under article 117 of Companies Law 31/1990 republished, as further amended and supplemented, of Law 24/2017 on the issuers of financial instruments and market operations, republished, as amended and supplemented, of Financial Supervisory Authority Regulation 5/2018 on the issuers of financial instruments and market operations as amended and supplemented and under Art. 16 of the updated Articles of Incorporation, adopts today, in the meeting held on 07.12.2022, at the first convening, in which shareholders representing 76.1923% of the share capital and 76.1923% of the total voting rights participated, at the headquarters of the National Gas Transmission Company TRANSGAZ S.A. of Medias, 1 C. I. Motaș Square, Sibiu County, the following:

RESOLUTION

Art.1. 1.1. With 7139296 votes For, representing 79.584040% of the total number of expressed votes, with 1130440 votes Against, representing 12.601380% of the total number of expressed votes, and with 701027 votes Abstention, representing 7.814570% of the total number of expressed votes approves the appointment of Mr. Csaba Orosz as interim member of the Board of Administration with a maximum mandate period of 4 months, starting with 17.12.2022 with the possibility for the mandate extension by other two months until the completion of the selection procedure.

1. With 7139296 votes For, representing 79.584040% of the total number of expressed votes, with 1130440 votes Against, representing 12.601380% of the total number of expressed votes, and with 701027 votes Abstention, representing 7.814570% of the total number of expressed votes approves the appointment of Mr. Gheorghiță Agafiței as interim member of the Board of Administration with a maximum mandate period of 4 months, starting with 17.12.2022 with the possibility for the mandate extension by other two months until the completion of the selection procedure.
2. With 130 votes For, representing 0.001450% of the total number of expressed votes, with 8217106 votes Against, representing 91.598740% of the total number of expressed votes, and with 753527 votes Abstention, representing 8.399810% of the total number of expressed votes approves the appointment of Mr. Andrei Ionuț Gheorghe as interim member of the Board of Administration with a maximum mandate period of 4 months, starting with 17.12.2022 with the possibility for the mandate extension by other two months until the completion of the selection procedure.

Art.2. With 7160226 votes For, representing 79.817360% of the total number of expressed votes, with 1174294 votes Against, representing 13.090240% of the total number of expressed votes, and with 636243 votes Abstention, representing 7.092410% of the total number of expressed votes approves the form of the mandate contracts for the two interim members, to be appointed in Transgaz's Board of Administration and empowers Ms. Emilia Toader as representative of the majority shareholder, the General Secretariat of the Government, to sign the mandate contracts with the interim administrators of SNTGN Transgaz SA Mediaș.

Art.3. With 8891660 votes For, representing 99.118210% of the total number of expressed votes, with 52630 votes Against, representing 0.586680% of the total number of expressed votes, and with 26473 votes Abstention, representing 0.295100% of the total number of expressed votes approves the revision of some non-financial performance indicators included in the updated Management Plan of SNTGN Transgaz SA for the period 2021- 2025.

Art.4. With 8891660 votes For, representing 99.118210% of the total number of expressed votes, with 52630 votes Against, representing 0.586680% of the total number of expressed votes, and with 26473 votes Abstention, representing 0.295100% of the total number of expressed votes approves the form of the addendum to the mandate contract concluded with the non-executive administrators following the review of some non-financial performance indicators and empowers Ms. Emilia Toader as representative of the majority shareholder, the General Secretariat of the Government in the GMS to sign on behalf of the company the addenda to the mandate contracts of the non-executive members of the Board of Administration of SNTGN Transgaz S.A.

Art.5. With 8944290 votes For, representing 99.704900% of the total number of expressed votes, and with 26473 votes Abstention, representing 0.295100% of the total number of expressed votes, sets the date of 23 December 2022 as registration date for the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders, according to the applicable laws.

Art.6. With 8944290 votes For, representing 99.704900% of the total number of expressed votes, and with 26473 votes Abstention, representing 0.295100% of the total number of expressed votes, empowers Mr Petru Ion Văduva, as Chairman of the Board of Administration, or his alternate, Mr Nicolae Minea, Administrator or Mr Csaba Orosz, Administrator, to sign the Resolution of the Ordinary General Meeting of the Shareholders, and of Mr Grigore Târsac, as Deputy Director-General of S.N.T.G.N. TRANSGAZ S.A., or his alternate, Mr Mihai Leontin Leahu, Deputy Director-General, to sign the necessary documents for the registration and publication of the Resolution of the Ordinary General Meeting of the Shareholders at the Trade Register Office attached to Sibiu Law Court.

Chairman of the Board of Administration

Petru Ion Văduva

RESOLUTION No. 11 of the Extraordinary General Meeting of the

Shareholdersof the National Gas Transmission Company TRANSGAZ S.A. Medias,

as of 07 December 2022

The Extraordinary General Meeting of the Shareholders of the National Gas Transmission Company TRANSGAZ S.A., open company, headquartered in Medias, 1 C.I. Motaș Square, Sibiu County, registered with the Sibiu Trade Register Office under number J/32/301/2000, tax identification code RO13068733, subscribed and paid-up capital: 117,738,440 RON, divided into 11.773.844 shares, each having a nominal value of 10 lei, convened under article 117 of Companies Law 31/1990 republished, as further amended and supplemented, of Law 24/2017 on the issuers of financial instruments and market operations, republished, as amended and supplemented, of Financial Supervisory Authority Regulation 5/2018 on the issuers of financial instruments and market operations as amended and supplemented and under Art. 16 of the updated Articles of Incorporation, adopts today, in the meeting held on 07.12.2022, at the first convening, in which shareholders representing 76.2465% of the share capital and 76.2465% of the total voting rights participated, at the headquarters of the National Gas Transmission Company TRANSGAZ S.A. of Medias, 1 C. I. Motaș Square, Sibiu County, the following:

RESOLUTION

Art.1. With 8961168 votes For, representing 99.822050% of the total number of expressed votes, and with 15975 votes Abstention, representing 0.177950% of the total number of expressed votes approves the increase of the share capital of SNTGN Transgaz SA by incorporating the reserves from the profit of previous financial years, in the amount of 1,766,076,600, from 117,738,440 lei to 1,883,815,040 lei by the issue of 176,607,660 new shares with a nominal value of 10 lei per share. The newly issued shares will not change the shareholders' holding shares and will be distributed free of charge to all shareholders registered in the Transgaz shareholders' register, kept by Depozitarul Central SA, on the registration date. The share capital increase will be carried out to support the company's current activities. Each shareholder registered in Transgaz's shareholder register on the date of registration will be allocated 15 shares free of charge for every 1 share held, according to the calculation algorithm based on the formula 1,766,076,600 lei/117,738,440 lei.

Art.2. With 8961168 votes For, representing 99.822050% of the total number of expressed votes, and with 15975 votes Abstention, representing 0.177950% of the total number of expressed votes approves the amendment of some provisions of the updated Articles of Incorporation of SNTGN Transgaz SA, as per the Annex and the empowering of the Director - General of SNTGN Transgaz SA to sign the updated Articles of Incorporation of the company, to comply with the disclosure requirements established by Law 31/1990 on the companies, republished, as amended.

Art.3. With 8961168 votes For, representing 99.822050% of the total number of expressed votes, and with 15975 votes Abstention, representing 0.177950% of the total number of expressed votes, sets the date of 03.05.2023 as registration date for the shareholders subject to the Resolution of the Extraordinary General Meeting of the Shareholders, according to the applicable laws.

Art.4. With 8961168 votes For, representing 99.822050% of the total number of expressed votes, and with 15975 votes Abstention, representing 0.177950% of the total number of expressed votes, sets the date of 02.05.2023 as ex date, according to the legal provisions in force.

Art.5. With 8961168 votes For, representing 99.822050% of the total number of expressed votes, and with 15975 votes Abstention, representing 0.177950% of the total number of expressed votes, sets the date of 04.05.2023 as date of payment.

Art.6. With 8961168 votes For, representing 99.822050% of the total number of expressed votes, and with 15975 votes Abstention, representing 0.177950% of the total number of expressed votes, empowers Mr Petru Ion Văduva, as Chairman of the Board of Administration, or his alternate, Mr Nicolae Minea, Administrator or Mr Csaba Orosz, Administrator, to sign the Resolution of the Extraordinary General Meeting of the Shareholders, and of Mr Grigore Târsac, as Deputy Director-General of S.N.T.G.N. TRANSGAZ S.A., or his alternate, Mr Mihai Leontin Leahu, Deputy Director-General, to sign the necessary documents for the registration and publication of the Resolution of the Extraordinary General Meeting of the Shareholders at the Trade Register Office attached to Sibiu Law Court.

Chairman

of the Board of Administration Petru Ion Văduva

Annex

The updated Articles of Incorporation of SNTGN Transgaz SA are amended as follows:

Chap. III, art. 8, point 1,2,3,4 shall have the following content:

1. The share capital of TRANSGAZ S.A. is 1,883,815,040.00 lei, fully subscribed and paid up by the shareholders of the company.
2. The share capital is divided into 188,381,504 registered shares, issued in dematerialised form.
   The nominal value of one TRANSGAZ S.A. share is 10 lei.
3. The share capital is held as follows:
4. • The Romanian State, represented by the General Secretariat of the Government, a number of 110,221,440 shares, with a total value of 1,102,214,400.00 lei representing 58.5097% of the share capital;
   • Other shareholders (free-float), natural and legal persons, Romanian and foreign, a number of 78,160,064 shares, with a total value of 781,600,640.00 lei representing 41.4903% of the share capital.
5. The share capital shall not include assets of the kind referred to in Article 136(3) of the
   Constitution of Romania, republished."

Chap. III, art. 9, point 1 subpoint 1.3, 1.4, 1.5, 1.6, 1.9 shall have the following content:

1.3. The General Extraordinary Meeting of Shareholders may authorize the Board of Administration of TRANSGAZ S.A. to increase the share capital up to a maximum threshold set by the meeting, which may not exceed half of the subscribed share capital existing at the time of authorization. The period of validity of the delegation granted by the extraordinary general meeting of shareholders on the basis of this article is a maximum of 3 years, and may be renewed for periods not exceeding 3 years for each renewal. The share capital may be increased by:

1. the issue of new shares or by increasing the nominal value of existing shares in exchange for contributions in cash and/or in kind;
2. incorporation of reserves, with the exception of legal reserves, as well as profits or share premiums, or by offsetting liquid and payable claims on TRANSGAZ S.A. against its shares; favourable differences from the revaluation of assets shall be included in reserves, without increasing the share capital;

1. Unless otherwise provided by law, the lifting of the pre-emptive right of existing shareholders to subscribe for new shares in the event of an increase in share capital by a cash contribution must be decided by an extraordinary general meeting of shareholders attended by shareholders representing at least 85% of the subscribed share capital and with the vote of shareholders holding at least ¾ (three-quarters) of the voting rights.
2. Unless otherwise provided by law, the increase of the share capital by contribution in kind must be approved by an extraordinary general meeting of shareholders attended by shareholders representing at least 85% of the subscribed share capital and with the vote of shareholders representing at least ¾ (three quarters) of the voting rights. The provisions of paragraph 1.3 above are not applicable in this situation.
3. The contribution in kind to increase the share capital of TRANSGAZ S.A. may only consist of new and efficient goods necessary for the achievement of the object of activity of
   TRANSGAZ S.A.

1.9 Decisions taken by the Board of Administration of TRANSGAZ S.A., in the exercise of the powers delegated by the Extraordinary General Meeting of Shareholders, have the same regime as the resolutions of the General Meeting of Shareholders, as regards their publicity and the possibility of appeal in court.

Chap. III, art. 10, point 2 shall have the following content:

2. The records of shares and other securities issued by TRANSGAZ S.A. shall be kept in accordance with the regulations issued by the Financial Surveillance Authority (FSA).

Chap. IV, art. 16, point 1 subpoint 1.4, shall have the following content:

1.4 The meeting shall be convened within not more than 30 days, so that the meeting shall be held, on the first or second convening, within 60 days of the date of the request.

Chap. IV, art. 16, point 2 subpoint 2.1 letter (h), 2.2, 2.3, 2.4, 2.5, 2.6 shall have the following content:

1. (h) the deadline by which proposals for candidates for the positions of administrators may be made, where the agenda includes the election of administrators, the deadline shall be set so that the period within which proposals for candidates for the positions of administrators may be made is at least three working days after the publication of the convening notice/supplement to the convening notice with the election of administrators on the agenda;
2. One or more shareholders representing, individually or jointly, at least 5% of the share capital shall be entitled to: