S.N.T.G.N. TRANSGAZ

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S N T G N Transgaz S A : OGMS resolution 20.01.2022

01/20/2022 | 04:16am

CURRENT REPORT

According to the provisions of art. 139 of Law 24/2017

Date of report: 20 January 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 General Meeting of the Company's Shareholders was held on 20 January 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. 1/20.01.2022 of the Ordinary General Meeting of the Shareholders of SNTGN Transgaz SA Medias.

RESOLUTION NO. 1 of the Ordinary General Meeting of the Shareholders of the National Gas Transmission Company TRANSGAZ S.A. Medias, as of 20 January 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 further amended and supplemented, of Financial Supervisory Authority Regulation 5/2018 on the issuers of financial instruments and market operations, as further amended and supplemented, and under Art. 16 of the updated Articles of Incorporation, adopts today, in the meeting held on 20/21 January 2022, at the first convening, in which shareholders representing 76.5518% of the share capital and 76.5518% 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 7293936 votes For, representing 80.926020% of the total number of expressed votes, with 1130310 votes Against, representing 12.540760% of the total number of expressed votes, and with 588845 votes Abstention, representing 6.533220% of the total number of expressed votes, approves the annual variable component of the remuneration of the Board of Administration non- executive members, amounting to maximum 12 fixed monthly allowances.

Art.2. With 7293936 votes For, representing 80.926020% of the total number of expressed votes, with 1130310 votes Against, representing 12.540760% of the total number of expressed votes, and with 588845 votes Abstention, representing 6.533220% of the total number of expressed votes, approves the form of the addendum to the mandate contract concluded with the non-executive administrators of SNTGN Transgaz SA, which contains the variable component of the remuneration and includes an annex with the financial and non-financial performance indicators, and empowers Mr Paraschiv Cristian, as the representative of the General Secretariat of the Government to sign on behalf of the company the addenda to the mandate contracts of the non-executive administrators of SNTGN Transgaz SA.

Art.3. With 8133179 votes For, representing 90.237400% of the total number of expressed votes, with 291067 votes Against, representing 3.229380% of the total number of expressed votes, and with 588845 votes Abstention, representing 6.533220% of the total number of expressed votes, approves the general limits of the variable component of the remuneration of the Director - General and of the Chief Financial Officer of SNTGN Transgaz SA.

Art.4. With 8215132 votes For, representing 91.146670% of the total number of expressed votes, with 209114 votes Against, representing 2.320110% of the total number of expressed votes, and with 588845 votes Abstention, representing 6.533220% of the total number of expressed votes, approves the following:

  1. the establishing of the maximum limit of the annual insurance premium for the members of the Board of Administration of SNTGN Transgaz SA at the amount of Eur 50.000/year;
  2. the establishing of the minimum value of the insured amount related to the professional liability insurance for the members of the Board of Administration of SNTGN Transgaz SA at the amount of Eur 30.000.000/year per event and in total.

Art.5. With 9013047 votes For, representing 99.999510% of the total number of expressed votes, and with 44 votes Abstention, representing 0.000490% of the total number of expressed votes, sets the date of 9 February 2022 as registration date for the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders.

Art.6. With 9013047 votes For, representing 99.999510% of the total number of expressed votes, and with 44 votes Abstention, representing 0.000490% 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 or Mr Csaba Orosz, to sign the Resolution of the Ordinary General Meeting of the Shareholders, and Mr. Grigore Târsac, as the Deputy Director - General of SNTGN Transgaz SA, 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

Disclaimer

Societatea Nationala de Transport Gaze Naturale TRANSGAZ SA published this content on 20 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 January 2022 09:15:09 UTC.

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