SNGN Romgaz : Current Report - OGMS Resolution on January 12, 2023

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: January 12, 2023

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 events to be reported:

• Resolution of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. of January 12, 2023 (OGMS);
• Approval of the extension of the mandate term for the interim board members appointed by the OGMS Resolution no. 7 of September 13, 2022, by two months after the expiration date. At the OGMS meeting held on September 13, 2022, seven interim members of S.N.G.N. ROMGAZ S.A. BoD were appointed, mandate term being set at four (4) months, starting with September 15, 2022 and ending on January 15, 2023.

The quorum conditions for the OGMS have been fulfilled according to the provisions of Article 15, paragraph 12 from S.N.G.N. ROMGAZ S.A. Articles of Incorporation and of Article 112 from the Company Law no.31/1990.

Attached: Resolution no. 1 of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on January 12, 2023

Chief Executive Officer,

Răzvan POPESCU

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 [phone] Fax [phone]E-mail [e-mail] www.romgaz.ro

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

RESOLUTION NO. 1/January 12, 2023

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 January 12, 2023, 1:00 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 extension of the term of office of interim board members appointed by OGMS Resolution No. 7 of September 13, 2022, by two months from the expiration date, namely as of January 15, 2023 until March 15, 2023.

The resolution was approved with 279,726,718 votes representing 72.5767% from the sharecapital and 88.8197% from the total votes validly casted.

Article 2

Approves the addendum to the contract of mandate, extending the term of office of interim board members, appointed by OGMS Resolution No. 7 of September 13, 2022, according to the attachment.

The resolution was approved with 285,411,997 votes representing 74.0517% from the sharecapital and 89.0180% from the total votes validly casted.

Article 3

Authorizes the representative of the majority shareholder, the Ministry of Energy, to sign the addenda related to extending the contract term of interim board members appointed by OGMS Resolution No. 7 of September 13, 2022.

The resolution was approved with 285,411,997 votes representing 74.0517% from the sharecapital and 89.0180% from the total votes validly casted.

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: [phone] - 401020
Fax: [phone]
RO08 RNCB 0231 0195 2533 0001 - BCR Mediaş
E-mail: [e-mail]
RO12 BRDE 330S V024 6190 3300 - BRD Mediaş	www.romgaz.ro

Article 4

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

The resolution was approved with 335,733,386 votes representing 87.1079% from the sharecapital and 100% from the total votes validly casted.

This document was drafted on January 12, 2023, in 4 (four) copies.

CHAIRMAN OF

THE BOARD OF DIRECTORS

DAN DRAGOS DRAGAN

SECRETARY OF THE MEETING

CRAITA BUCHERU

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ANNEX

ADDENDUM NO _________ TO THE CONTRACT OF MANDATE NO _____________

Made between:

Societatea Națională de Gaze Naturale ROMGAZ SA, a company managed in an one-tier system, having its headquarters at Medias, 4 Constantin Motas Square, Sibiu County, registered with the Trade Register Office of Sibiu Court under number J32/392/2001, fiscal code RO 14056826, IBAN Code RO08 RNCB 0231 0195 2533 0001 opened at BCR Medias, represented

by Mr. ___________________, as principle ("The Company"),

and

Mr/Mrs __________________, born on ________ in _____________________, County

__________, resident in __________________, street _______, no____ , building______,

apartment ______, County _______________, identified by ID series ____ no. _____, issued

by________________, on______, personal identification number______________, as member of

the Board of the Directors ("Board Member").

Whereas:

• The provisions of Article 64^1, paragraph 5 of Government Emergency Ordinance no. 109/2011 on corporate governance of public enterprises;
• The provisions of Article ________ of SNGN ROMGAZ SA Ordinary General Meeting of Shareholders Resolution no. ________, approving the extension of the interim directors' mandate for Mr./Mrs. _________________ ;
• Contract of Mandate no. _____________concluded between the Company and the Board Member;

The Company and the Board Member mutually agree to the following:

Sole Article

The term of the Contract of Mandate no.___________ is extended by 2 (two) months starting with

______________ until __________.

This Addendum is concluded on ______________ in 2 (two) original copies, each Party declaring

that it has received one copy upon signing.

The Company, by	Board Member
_____________________	_________________

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