SNGN ROMGAZ SA

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SNGN Romgaz : Current Report - Additional draft EGMS Resolution on December 9 (10), 2021 - item 2 on the Agenda

11/18/2021 | 11:13am

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

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: November 18, 2021

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:

  • Request for submission for approval of S.N.G.N. ROMGAZ S.A. Extraordinary General Meeting of Shareholders, convened on December 9 (10), 2021, 1:00 PM (Romania time), of an additional draft resolution, related to item 2 on the agenda

According with the provisions of Law no 24/2017 and A.S.F. Regulation no. 5/2018 - art. 185 paragraph 2 and paragraph 3, art. 188 paragraph 1 S.N.G.N. ROMGAZ S.A. informs the market about the request, received on November 18, 2021 from the Romanian State as shareholder of S.N.G.N. ROMGAZ S.A. (owning 70.0071% of the share capital), represented by the Ministry of Energy, for submission for approval of the Extraordinary General Meeting of Shareholders convened on December 9 (10), 2021, 1:00 PM (Romania time), of an additional draft resolution related to item 2 on the agenda.

Following the aforementioned request, the drafts of the voting ballot and of the related special power of attorney for the EGMS convened on December 9 (10), 2021 shall be modified and the updated versions will be available, starting with November 25, 2021, on the company's website www.romgaz.ro, Investors Section - General Meeting of Shareholders.

The request made by the Romanian State, represented by the Ministry of Energy, registered at S.N.G.N. ROMGAZ S.A. with no 39492/November 18, 2021, attached to this report, may be reviewed at ROMGAZ Correspondence Entry, as well as on the Company's website www.romgaz.ro, Investors Section - General Meeting of Shareholders.

Chief Executive Officer,

Aristotel Marius JUDE

Capital social: 385.422.400 lei

CIF: RO 14056826

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

RO08 RNCB 0231 0195 2533 0001 - BCR Mediaş

RO12 BRDE 330S V024 6190 3300 - BRD Mediaş

S.N.G.N. Romgaz S.A. 551130, Piața C.I. Motaş, nr.4 Mediaş, jud. Sibiu - România Telefon 004-0374-401020 Fax 004-0269-846901E-mail secretariat@romgaz.ro www.romgaz.ro

Translation from Romanian

Ministry of Energy

Minister's Office

Registration no. 16218/VDP/17.11.2021

To: Societatea Nationala de Gaze Naturale "Romgaz" SA Board of Directors

Mr. Dan Dragos Dragan

Chairman of the Board of Directors

Ref. to: The Extraordinary General Meeting of Shareholders (EGMS) of Societatea Nationala de Gaze Naturale Romgaz SA summoned for December 9 (10), 2021

The Ministry of Energy, on behalf of the Romanian State as shareholder of 269,823,080 shares representing 70.0071% of Societatea Nationala de Gaze Naturale "Romgaz" SA (SNGN Romgaz SA) share capital, taking into account the convening of the Extraordinary General Meeting of Shareholders (EGMS) for December 9 (10), 2021, subject to art.105, paragraph (3) letter b) of Law 24/2017 on issuers of financial instruments and market operations and taking into account the convening notice for the meeting called on December 9 (10), 2021, with respect to item 2 of the EGMS agenda, namely:

"Approve conclusion of the share sale and purchase agreement of all shares issued by (representing 100% of the share capital of) ExxonMobil Exploration and Production Romania Limited, agreement to be concluded by S.N.G.N. ROMGAZ S.A., as Purchaser with ExxonMobil Exploration and Production Romania Holdings Limited, ExxonMobil Exploration and Production Romania (Domino) Limited, ExxonMobil Exploration and Production Romania (Pelican South) Limited, ExxonMobil Exploration and Production Romania (Califar) Limited and ExxonMobil Exploration and Production Romania (Nard) Limited, as Sellers"

requests to submit for approval of the EGMS called on December 9 (10), 2021, the following additional resolution draft (related to item 2 of the agenda):

"If S.N.G.N. Romgaz S.A. acquires all shares issued by (representing 100% of the share capital of) ExxonMobil Exploration and Production Romania Limited, company that owns 50% of all rights and obligations under the Concession Agreement for petroleum exploration, development and production in XIX Neptun Deep Block, any disposal of:

  1. shares issued by ExxonMobil Exploration and Production Romania Limited;
  2. rights and obligations of ExxonMobil Exploration and Production Romania Limited under the Concession Agreement for petroleum exploration, development and production in XIX Neptun Deep Block

shall be made only upon approval of S.N.G.N. Romgaz S.A. Extraordinary General Meeting of Shareholders."

1

Therefore, for the avoidance of any doubt, the draft to be submitted for EGMS approval, for item 2 of the agenda of the meeting called on December 9 (10) 2021, by including the previously mentioned additional draft, shall be the following:

"Approves conclusion of the share sale and purchase agreement of all shares issued by (representing 100% of the share capital of) ExxonMobil Exploration and Production Romania Limited, agreement to be concluded by S.N.G.N. ROMGAZ S.A., as Purchaser with ExxonMobil Exploration and Production Romania Holdings Limited, ExxonMobil Exploration and Production Romania (Domino) Limited, ExxonMobil Exploration and Production Romania (Pelican South) Limited, ExxonMobil Exploration and Production Romania (Califar) Limited and ExxonMobil Exploration and Production Romania (Nard) Limited, as Sellers.

The agreement shall be concluded by S.N.G.N. Romgaz S.A. concurrently with receiving a corporate guarantee letter issued by Exxon Equity Holding Company in favour of S.N.G.N. Romgaz S.A. to guarantee the refund of the deposit and payment of relevant claims under the above-mentioned mentioned share sale and purchase agreement.

If S.N.G.N. Romgaz S.A. acquires all shares issued by (representing 100% of the share capital of) ExxonMobil Exploration and Production Romania Limited, company that owns 50% of all rights and obligations under the Concession Agreement for petroleum exploration, development and production in XIX Neptun Deep Block, any disposal of:

  1. shares issued by ExxonMobil Exploration and Production Romania Limited;
  2. rights and obligations of ExxonMobil Exploration and Production Romania Limited under the Concession Agreement for petroleum exploration, development and production in XIX Neptun Deep Block

shall be made only upon approval of S.N.G.N. Romgaz S.A. Extraordinary General Meeting of Shareholders."

Respectfully yours,

Minister of Energy

Virgil-Daniel Popescu

Round stamp of the Ministry of Energy

Indecipherable signature

2

Disclaimer

SNGN Romgaz SA published this content on 18 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 November 2021 16:12:01 UTC.

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