SNGN ROMGAZ SA

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Draft of OGMS Resolution no. 12 from December 9, 2021

11/05/2021 | 09:18am

Societatea Naţională de Gaze Naturale Romgaz S.A. - Mediaş - România

RESOLUTION NO. 12/December 9, 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 first convening, of December 9, 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, 5th 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:

  • Guarantees: no guarantees;
  • Granting fee: 0 (zero);
  • Non-usagefee: 0 (zero);
  • Prepayment fee: 0 (zero);
  • Interest rate for usage in EUR: EURIBOR 3M plus margin % per year ( margin % according to the best offer if two contract loans are concluded);
  • Credit maturity: 5 years after the withdrawal date;
  • Credit reimbursement: equal trimester installments starting with the first trimester after the first withdrawal;
  • Usage period: 3 months after signing the loan contract.

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.

Capital social: 385.422.400 lei

S.N.G.N. Romgaz S.A.

551130, Piața C.I. Motaş, nr.4

CIF: RO 14056826

Mediaş, jud. Sibiu - România

Nr. Ord.reg.com/an : J32/392/2001

Telefon: 004-0374 - 401020

Fax: 004-0269-846901

RO08 RNCB 0231 0195 2533 0001 - BCR Mediaş

E-mail: secretariat@romgaz.ro

RO12 BRDE 330S V024 6190 3300 - BRD Mediaş

www.romgaz.ro

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.

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.

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.

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.

Article 7

Mandates the Chairman and the Secretary of the Meeting to sign the Ordinary General Meeting of Shareholders resolution.

This document was drafted on December 9, 2021, in 4 (four) copies.

CHAIRMAN OF THE MEETING

SECRETARY OF THE MEETING

2

Disclaimer

SNGN Romgaz SA published this content on 05 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 November 2021 14:17:08 UTC.

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