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: March 23, 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 event to be reported:
· Proposal for gross dividend per share of RON 3.42 out of which RON 3.30/share related to 2022 profit and RON 0.12/share related to retained earnings
During the meeting of March 23, 2023, the Board of Directors endorsed and submitted for approval to the Ordinary General Meeting of Shareholders on April 26 (27), 2023, the following:
(1) Gross dividend of RON 3.42/share, in consideration of the following elements:
· dividends due to the shareholders according to the 2022 profit distribution proposal amount RON 1,271,893,920;
· dividends due to the shareholders from retained earnings distribution proposal amount RON 46,250,688;
· dividends are distributed to the shareholders pro rata to their equity interest to the share capital;
· the company’s share capital is RON 385,422,400, split into 385,422,400 ordinary, nominal, indivisible shares each having a nominal value of RON 1;
(2) The payment Term of the dividend to the shareholders, namely the payment of dividend starting from July 27, 2023, in consideration of the following elements:
· the company is obliged to pay dividends within 60 days from the legally set term for filing the annual financial statements, and
· the term for filing the annual financial statements of the company is 150 days from the date the financial year closes,
· the dividend payment date established by General Meeting of Shareholders shall be a business day subsequent to the record date by maximum 15 working days, but not later than 6 months from the date of General Meeting of Shareholders for setting the dividends.
The Board of Directors also decided the following:
(1) The dividends shall be paid in RON only to the shareholders registered in the Shareholders’ Register (held by SC „Depozitarul Central” SA – Central Depository) on the Record Date set by the General Meeting of Shareholders.
(2) The net value of dividends shall be calculated as follows:
A) The gross value of the dividends due to each shareholder shall be calculated by multiplying the number of shares held on the Record Date by the value of the gross dividend per share, rounding up or down to two decimal places;
B) the tax on dividends shall be calculated by applying the relevant tax level to the gross value of dividends calculated according to above item A), and the amount shall be rounded according to the legal provisions;
C) the net value of the dividends is the difference between the gross value of the dividends and the relating tax on dividends.
The payment of dividends shall be made in compliance with the law.
(3) The shareholders shall be informed of the payment details prior to payment start.
According to the provisions of Article 111, par. 2, letter a) of Company Law No. 31/1990 and of Article 12 par. 4 letter b) from the Articles of Incorporation, it is under the Ordinary General Meeting of Shareholders’ authority to set the dividend.
Chief Executive Officer,