Sngn Romgaz : Current report - Request to reanalyze the profit distribution method

ROMGAZ

Socletatea Na lonala de Gaze Naturale Romgaz S.A. - Media} - Romania

CURRENT REPORT

2 7. APR. 2017

•ROMGAZ

In compliance with Law no. 24/2017 regarding Issuers of Financial Instrument and Market Operations and CNVM Regulation no. 1/2006

Report date: April 27, 2017

Company name: Societatea Nationala de Gaze Naturale ROMGAZ S.A.

Address: Medias, 4 Constantin I. Motas Square, Slbiu County - Romania, 551130 Phone/fax no: 004-0269-201020 / 004-0269-846901

Fiscal Code: R014056826

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 from the Ministry of Energy on behalf of the Romanian State, as the major shareholder of S.N.G.N. Romgaz S.A., to reanalyze the profit distribution method for the financial year 2016

The Ministry of Energy, on behalf of the Romanian State, as shareholder of 269823080 shares, representing 70.0071% of Societatea Nationala de Gaze Naturale "ROMGAZ" SA share capital, requires the Company's board of directors and management to reanalyze the profit distribution method based on the following:

>The Memorandum on mandating the State's representatives in the General Meeting

of Shareholders/Board of Directors as the case may be, at national companies, at fully or majority state owned companies, as well as at autonomous authorities, in order to take all measures to distribute 90% of the net profit for 2016 as dividends/payment to the state budget;

>The provisions of Government Emergency Ordinance no.29 of March 30, 2017

amending art. 1para (1) letter g) of Government Ordinance no.64/2001 on profit distribution at national companies, at fully or majority state owned companies, as well as at autonomous authorities, and amending art.1 para (2) and (3) of Government Emergency Ordinance no. 109/2011on corporate governance at public enterprises (GEO 29/2017);

>Memorandum on the measures that have to be taken by public institutions to apply

the provisions of GEO 29/2017 amending art. 1 para (1) letter g) of Government Ordinance no.64/2001 on profit distribution at national companies, at fully or majority state owned companies, as well as at autonomous authorities, and amending art.1 para (2) and (3) of Government Emergency Ordinance no. 109/2011 on corporate governance at public enterprises,

and requires the Board of Directors to prepare a duly report and to call for the Ordinary General Meeting of Shareholders to submit for approval the profit distribution by complying with the requirements provided by GEO 29/2017 and by the above mentioned memoranda.

Director General,

Virgil - Marius METEA .

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