Notice of OGMS 17.09.2019

TGN S.N.T.G.N. TRANSGAZ S.A.

CURRENT REPORT according to Art. 122 of Law 24/2017

Date of report: 09.08.2019

Name of issuing entity: SNTGN TRANSGAZ SA MEDIAS

Headquarters: Medias, 1 Constantin I. Motas Square, Sibiu County

Telephone/fax number: 0269 803333/0269 839029

Tax identification code: RO 13068733

Trade Register number: J32/301/2000

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

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

CONVENING

The Board of Administration of the National Gas Transmission Company TRANSGAZ S.A. headquartered in Medias, 1 C.I. Motas Square, Sibiu County, registered with the Trade Register Office attached to Sibiu Law Court under number J/32/301/2000, VAT Code RO13068733, according to Companies` Law no. 31/1990, as further amended and supplemented, to Law no. 297/2004 on the capital market, as further amended and supplemented, to Law no. 24/2017 on the issuers of financial instruments and market operations, to Regulation no. 5/2018 of the Financial Supervising Authority on the issuers of financial instruments and market operations, and to the provisions of art.16 of the updated Articles of Incorporation of Transgaz, convened for the meeting on 09.08.2019,

CONVENES

The ORDINARY GENERAL MEETING OF THE SHAREHOLDERS on 17 September  2019, 10:00 a.m., to take place in Motas Hall, at the headquarters of the company located in Medias, 1 C.I.  Motas Square, the county of Sibiu, in which only the persons having the quality of shareholders, meaning they are registered with the registry of the company’s shareholders at the end of the day of 6 September 2019, are entitled to participate and to vote, with the following agenda:  

I. THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS

1.    Presentation of the Report issued by the Board of Administration of Transgaz on the activity performed in the first half of 2019.

2.    Presentation of the Report issued by the Board of Administration of Transgaz on the procurement of assets, services and works having a value higher than 500,000 Euro/procurement (for the procurement of assets and works) and 100,000 Euro/procurement (for services) by Transgaz in Q II 2019.

3.    Setting the date of 4 October 2019 as registration date for the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders, according to the applicable laws;

4.    Empowerment of Mr Remus Gabriel Lapusan, as Chairman of the Board of Administration, to sign the Resolution of the Ordinary General Meeting of the Shareholders, and of Mr Grigore Tarsac, as Deputy Director-General of Transgaz, 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.

If the meeting is not quorate at the abovementioned date, the Ordinary General Meeting of the Shareholders will be held on 18 September 2019, 10:00 a.m., in Motas Hall, at the headquarters of the company located in Medias, 1 C.I Motas Square, Sibiu County, with the same agenda.

The draft resolution of the OGMS is available in soft copy on the company’s website (www.transgaz.ro), the link Investors/G.M.S./OGMS documents, both in Romanian and in English, as of 16 August 2019.

The documents and materials for the meeting are available as follows:

- the documents and materials for the meeting related to points 1 and 2 on the agenda of the Ordinary General Meeting of the Shareholders are available in soft copy on the Company’s website (www.transgaz.ro), the link Investors/G.M.S./OGMS documents, in Romanian and in English, as of 16 august 2019;

The special power of attorney form and the general power of attorney will be available in soft copy on the company`s website (www.transgaz.ro), the link Investors/G.M.S./OGMS documents/, both in Romanian and in English, as of 16 August 2019. 

The shareholders representing, solely or collectively, at least 5% of the share capital are entitled: 

- to insert points on the agenda of the general meeting, provided that every point is supported by reasoning or by a draft resolution proposed to be adopted by the general meeting, within 15 days from the publication of the convening, meaning 29 August 2019, 3:00 p.m.;

- to present draft resolutions for the points included or proposed to be included on the agenda of the meeting, within 15 days from the publication of the convening, meaning 29 August 2019, 3:00 p.m.;

- the abovementioned rights may be exercised only in writing, sent by courier, to fax number 0269-803.412, or to the e-mail address: [email protected], for the attention of Mrs. Claudia Elena Florea.

If the exercising of the right to insert points on the agenda of the general meeting of the shareholders results in the changing of the agenda of the published convening, the company shall take all necessary actions to republish the convening with the revised agenda before the reference date of 6 September 2019.

Every shareholder may address questions related to the points on the agenda of the general meeting of the shareholders to the General Meeting of the Shareholders Secretariat at the company’s headquarters in Medias, 1 C.I. Motas Square, the ground floor, room 4, for the attention of Mrs. Claudia Elena Florea, by courier, to fax number 0269-803.412, or to the e-mail address: [email protected]. For identification purposes, the persons addressing such questions shall attach requests and copies of the documents proving their identity. 

The answers to the questions shall be sent in writing and shall be published on the company’s website (www.transgaz.ro), the link Investors/G.M.S./OGMS documents.

The shareholders registered by the reference date may vote by correspondence, prior to the general meeting, by using the form of vote by correspondence available as of 16 August 2019, on the company’s website at www.transgaz.ro, the link Investors/G.M.S./OGMS Documents, in Romanian and in English.

The forms of vote by correspondence must be filled in and signed by the shareholders - natural persons and accompanied by a certified copy of the identity card signed by the holder of the identity card/ filled in and signed by the legal representative of the shareholder - legal person, accompanied by the official document that certifies the quality of legal representative. In the case of legal persons or entities without legal personality, the legal representative is established based on the list of shareholders on the reference date/registration received from Depozitarul Central or, as applicable for dates different from the reference/registration date, based on the following Depozitarul Central documents submitted by the shareholder to the issuer: account statement proving the quality of shareholder and the number of shares held; documents proving the recording of the information regarding the legal representative at  Depozitarul Central.

If the data regarding the quality of legal representative are not updated at Depozitarul Central by the shareholder legal person until the reference date, the legal representative proof is based on a true copy of the findings certificate issued by the Trade Register or on any other document issued by a competent authority of the country of registration of the shareholder, attesting the quality of legal representative, issued at least 3 months before the date of convening publication.

The forms of vote by correspondence and the supporting legal documents shall be sent in original by courier, in Romanian or in English, at the headquarters of the company located in Medias, 1 C.I. Motas Square, by 12 September 2019, 3:00 p.m., the General Meeting of the Shareholders Secretariat at the headquarters in Medias, 1 C.I. Motas Square, the ground floor, room 4, attention of Mrs. Claudia Elena Florea, or electronically signed with an extended electronic signature, according to Law 455/2001 on electronic signature, by e-mail  at [email protected], subject to the sanction under Art. 125, paragraph 3 of Companies` Law 31/1990, republished as further amended and supplemented.

Only the shareholders registered by the reference date of 6 September 2019 may attend and vote during the meeting, in person or by their representatives, based on a special or general Power of Attorney, according to the applicable laws. The quality of shareholder and, in the case of legal persons or entities without legal personality, the legal representative is established based on the list of shareholders on the reference date / registration received from Depozitarul Central.

If a shareholder is represented by a credit institution providing custody services, such shareholder will be able to vote in the general meetings of the shareholders provided it submits to the issuer the original declaration signed and, if applicable, stamped by the legal representative of the credit institution, clearly stating the surname/name of the shareholder on behalf of which the credit institution participates and votes within the GMS, and the fact that the institution provides custody services for the relevant shareholder, within  48 hours before the general meeting, based on the voting instructions received by electronic means of communication, without the special or general power of attorney from such shareholder. The custodian shall vote in the general meeting of the shareholders only in accordance with and within the limits of the instructions received from its clients being shareholders at the reference date of 6 September 2019.

The special power of attorney and the statement, in original, signed and stamped, as appropriate, and the general power of attorney, in copy, mentioning, under the representative`s signature that it is a true copy and accompanied by an affidavit in original signed and, where appropriate, stamped, given  by the legal representative of the intermediary or by the lawyer who received power of representation by the attorney general, indicating that the power is given by that shareholder as a customer, intermediary or, where appropriate, lawyer's power of attorney signed by the shareholder, including by the attachment of extended electronic signature, if any, and the mandate received by the order of the Ministry of Economy for the participation of the state’s representatives in the General Meeting of the Shareholders, in original, may be submitted at S.N.T.G.N. TRANSGAZ S.A. in Romanian or in English, at least one hour before the meeting, at the headquarters of the company located in Medias, 1 C.I. Motas Square, Sibiu County, the ground floor,  room 4, or signed electronically by extended electronic signature, according to the provisions of Law no. 455/2001 on electronic signatures, by e-mail to the address [email protected] under the sanction provided in Art. 125 paragraph 3 of Companies’ Law no. 31/1990, republished, as further amended and supplemented, or at the date of the general meeting of the shareholders at the BoA and GMS Secretariat Office.

For additional information please contact us at telephone 0269-803.056, fax 0269-803.412, or at the e-mail address: [email protected].

Chairman of the Board of Administration

Remus Gabriel Lapusan