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

OGMS resolution 22.04.2021

Release Date: 4/22/2021 12:21:55 PM

IRIS Code: F969C

 

CURRENT REPORT

according to the provisions of art. 122 of Law 24/2017

 

Date of report: 22 April 2021

Name of issuing entity: SNTGN TRANSGAZ SA

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

Telephone/fax number: 0269803333/0269839029

Tax identification code: RO 13068733

Trade Register number: J32/301/2000

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

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

REPORTED EVENTS:

According to the laws on reporting to the capital market institutions SNTGN TRANSGAZ SA notifies all shareholders and investors that the Ordinary General Meeting of the  Company’s Shareholders was held  on 22 April 2021 as convened, according to Art. 117 of Law 31/1990 on trading companies, republished as further amended and supplemented, and of Art. 16 of the updated Articles of Incorporation.

 

We hereby enclose Resolution No. 2/22.04.2021 of the Ordinary General Meeting of the Shareholders of SNTGN Transgaz SA Medias.

RESOLUTION NO. 2 of the Ordinary General Meeting of the Shareholders of the National Gas Transmission Company TRANSGAZ S.A. Medias, as of 22 April 2021

The Ordinary General Meeting of the Shareholders of the National Gas Transmission Company TRANSGAZ S.A., open company, headquartered in Medias, 1 C.I. Motas Square, Sibiu County, registered with the Sibiu Trade Register Office under number J/32/301/2000, tax identification code RO13068733, subscribed and paid-up capital: 117,738,440 RON, divided into 11.773.844 shares, each having a nominal value of 10 lei, convened under article 117 of Companies Law 31/1990 republished, as further amended and supplemented, of Law 24/2017 on the issuers of financial instruments and market operations, as further amended and supplemented, of Financial Supervisory Authority Regulation 5/2018 on the issuers of financial instruments and market operations, and under Art. 16 of the updated Articles of Incorporation, adopts today, in the meeting held on 22 April 2021, at the first convening, in which shareholders representing 75.6760% of the share capital and 75.6760% of the total voting rights participated, at the headquarters of the National Gas Transmission Company TRANSGAZ S.A. of  Medias, 1 C. I. Motas Square, Sibiu County, the following:

RESOLUTION

Art.1. With 89098960 votes For, representing 99.998690% of the total number of expressed votes, and with 117 votes Abstention, representing 0.001310% of the total number of expressed votes, approves the initiation of the SNTGN Transgaz SA Board of Administration member selection procedure, according to Art. 29 (3) of Government Emergency Ordinance 109/2011 on the corporate governance of public enterprises, as further amended and supplemented.

Art.2. Approves the renewal of the mandates of the following administrators:

-      Mr. Ion Sterian with 8791033 votes For, representing 98.665050% of the total number of expressed votes, with 118900 votes Against, representing 1.334460% of the total number of expressed votes, and with 44 votes Abstention, representing 0.000490% of the total number of expressed votes.

-      Mr. Petru Ion Vaduva with 8580926 votes For, representing 96.306940% of the total number of expressed votes, with 328934 votes Against, representing 3.691750% of the total number of expressed votes, and with 117 votes Abstention, representing 0.001310% of the total number of expressed votes.

-      Mr. Nicolae Minea, with 8679393 votes FOR representing 97.412070% of the total number of the cast votes, with 207092 votes AGAINST representing 2.324270% of the total number of expressed votes and with 23492 ABSTENTION votes representing 0.263660% of the total number of expressed votes.

The renewal of the mandate of Mr. Bogdan George Iliescu is not approved with 1692086 votes For representing 18.990910% of the total number of expressed votes, with 7303222 votes, representing 81.007770% of the total number of expressed votes and with 117 Abstention representing 0.001310% of the total number of cast votes.

Art.3. Appoints the following members of the Board of Administration of SNTGN Transgaz S.A:

-      Mr. Ion Sterian, with 7348122 votes For representing 82.470720% of the total number of expressed votes, with 204348 votes Against, representing 2.293470% of the total number of expressed votes, and with 1357507 votes Abstention, representing 15.235810% of the total number of expressed votes;

-      Mr. Petru Ion Vaduva, with 8495478 votes For representing 95.347920% of the total number of expressed votes, with 414382 votes Against, representing 4.650760% of the total number of expressed votes, and with 117 votes Abstention, representing 0.001310% of the total number of expressed votes;

-      Mr. Nicolae MINEA, with 7236482 votes For representing 81.217740% of the total number of the expressed votes, with 292540 votes Against representing 3.283290% of the total number of expressed votes and with 1380955 Abstention votes representing 15.498970% of the total number of expressed votes;

It does not appoint Mr. Bogdan George Iliescu as member of the Board of Administration with 1606638 votes For representing 18.031900% of the total number of the expressed votes, with 7303222 votes Against representing 81.966790% of the total number of the expressed votes and with 117 Abstention votes representing 0.001310% of the total number of the expressed votes.

Art.3.1. With 7114640 votes For, representing 79.850260% of the total number of expressed votes, with 1001525 votes Against, representing 11.240490% of the total number of expressed votes, and with 793812 votes Abstention, representing 8.909250% of the total number of expressed votes, appoints 3 members of the SNTGN Transgaz SA Board of Administration as follows: Mr. Ion Sterian, Mr. Petru Ion Vaduva, Mr. Nicolae Minea.

Art.4. With 8580926 votes For, representing 96.306940% of the total number of expressed votes, with 328934 votes Against, representing 3.691750% of the total number of expressed votes, and with 117 votes Abstention, representing 0.001310% of the total number of expressed votes, approves the form of the mandate contract for the SNTGN Transgaz SA administrators with the fixed allowance of the remuneration for 30.04.2021 – 29.04.2025 and empowers Mr. Tiberiu Horatiu Gorun, as representative of the General Secretariat of the Government to sign the mandate contract with the SNTGN Transgaz SA administrators.

Art.5. With 7047248 votes For, representing 79.093900% of the total number of expressed votes, with 1255576 votes Against, representing 14.091800% of the total number of expressed votes, and with 607153 votes Abstention, representing 6.814300% of the total number of expressed votes, approves the appointment of Mr. Mircea Abrudean as interim member of the Board of Administration with a mandate of maximum 4 months, with the possibility to be extended for other 2 months, until the completion of the selection procedure.

With 7047248 votes For representing 79.093900% of the total number of the expressed votes, with 1255576 votes Against representing 14.091800% of the total number of the expressed votes and with 607153 Abstention votes representing 6.814300% of the total number of the expressed votes, approves the appointment of Ms. Laura Alina Dragota, as interim member of the Board of Administration with a mandate duration of maximum 4 months, with the possibility to be extended for other 2 months, until the completion of the selection procedure.

Art.6. With 7719101 votes For, representing 86.634350% of the total number of expressed votes, with 1167384 votes Against, representing 13.101990% of the total number of expressed votes and with 23492 votes Abstention representing 0.263660%  of the total number of the expressed votes approves the form of the mandate contracts for the 2 provisional members appointed in the Board of Administration of the National Gas Transmission Company Transgaz, with the fixed allowance of the remuneration and empowers Mr Tiberiu Horatiu Gorun as a representative of the public supervisory body to sign the mandate contract with the SNTGN Transgaz SA provisional administrators.

Art.7. With 8909860 votes For, representing 99.998690% of the total number of expressed votes, and with 117 votes Abstention, representing 0.001310% of the total number of expressed votes, sets the date of 14 May 2021 as registration date for the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders, according to the applicable laws.

Art.8. With 8909860 votes For, representing 99.998690% of the total number of expressed votes, and with 117 votes Abstention, representing 0.001310% of the total number of expressed votes, empowers Mr Remus Gabriel Lapusan, as Chairman of the Board of Administration, to sign the Resolution of the Ordinary General Meeting of the Shareholders, and Mr. Grigore Tarsac, as the Deputy Director – General of SNTGN Transgaz SA, 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.

Chairman of the Board of Administration

Remus Gabriel Lapusan

 



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