SNGN ROMGAZ SA No.16.607/17.04.2024
To,
THE GENERAL MEETING OF SHAREHOLDERS
REPORT
on certain transactions concluded with other public enterprises
Pursuant to Article 52 paragraph (1) of Government Emergency Ordinance No. 109/20111 "The Board of Directors […] convenes the general meeting of shareholders in order to approve any transaction, if its value, individually or in a series of concluded transactions, exceeds 10% of the value of net assets […] or exceeds 10% of the revenue … with the controlling shareholders or with a company controlled by such shareholders".
Moreover, pursuant to Article 52 par. (3) of Government Emergency Ordinance No. 109/2011 "The Board of Directors […] informs the shareholders, during the first General Meeting of Shareholders following the legal act, on any transaction concluded by the public enterprise with:
- the persons provided in paragraph (1) and (2) and the value of the transaction does not exceed the level established in paragraph (1);
- another public enterprise or with the public supervisory authority, if the transaction has a value, individually or in a series of transactions, of at least the equivalent in RON of EUR 100,000".
According to Article 2, paragraph 2 of GEO No. 109/2011 the "Public enterprise" has the following meanings:
- autonomous public companies established by the State or by a territorial administrative unit;
- national companies and corporations, companies in which the State or an administrative-territorial unit is the sole or majority shareholder or in which it has control;
- companies in which one or more of the public enterprises referred to in (a) and (b) has a majority or controlling interest.
In accordance with the provisions of GEO No. 27/2022 in April 2024 Romgaz signed, with 11 public enterprises, a number of 12 Gas Sales Contracts whose individual value or in a series of transactions is higher than the RON equivalent of EUR 100,000 and which do not fall under the provisions of Article 52 paragraph
- of GEO No.109/2011 and, therefore, generate the obligation to inform the company's shareholders. The 11 public enterprises are presented in the table below:
Item | Public Enterprise | Weight of Romanian State shareholder or a teritorial administrative | |
No. | unit | ||
1 | SC Gaz Nord Est SA | 41.74% more city councils | |
2 | SC CET Govora SA | 100% Valcea County Council | |
3 | Compania Locală de Termoficare Colterm SA | 100% | Timisioara City Council |
4 | S Termocentrale Constanța SA | 100% | Constanta City Council |
5 | SC Modern Calor SA | 100% | Botosani City Council |
99.7274% Pitesti City Council | |||
6 | SC Termo Calor Confort SA | 0.1363% Topoloveni City Council | |
0.1363% Maracineni City Council | |||
7 | SC Termoficare Oradea SA | 99.99% Oradea City Council | |
8 | SC UTP Giurgiu SA | 99.98% Giurgiu City Council | |
9 | Termoenergetica Bucuresti | 99.99% Bucuresti City Council | |
10 | Termoficare Napoca SA | 100% | Cluj-Napoca City Council |
11 | SNTGN Transgaz SA | 58.5097% Romanian State through the General Secretariat of the | |
Government | |||
Details related to the contracted gas quantities, the prices and values are shown in the table below:
1 GEO No. 109 of November 30, 2011 on corporate governance of public companies as subsequently amended and supplemented.
Societatea Naţională | T: 004-0374 - 401020 | 551130, Mediaş | Capital social: 385.422.400 lei |
de Gaze Naturale | F: 004-0269-846901 | Piața C.I. Motaş, nr.4 | CIF: RO 14056826 |
Romgaz S.A. | E: secretariat@romgaz.ro | Jud. Sibiu - România | Nr.ord.reg.com: J32/392/2001 |
Item | Buyer | Gas price as | Transport Tariff | VALUE | ||
Quantity (MWh) | commodity | |||||
No. | (RON/MWh) | |||||
Name | Contract Number | (RON/MWh) | (RON) | |||
0 | 1 | 2 | 3 | 4 | 5 | 6=3x(4+5) |
1 | SC Gaz Nord Est SA | F19/2024 | 21,379.460 | 120.00 | 3.99 | 2,650,839.25 |
2 | SC Gaz Nord Est SA | OR11/2024 | 342.098 | 120.00 | 3.99 | 42,416.73 |
3 | SC CET Govora SA | PET6/2024 | 31,347.310 | 120.00 | 3.99 | 3,886,752.97 |
4 | Compania Locală de Termoficare Colterm SA | PET3/2024 | 220,000.000 | 120.00 | 3.99 | 27,277,800.00 |
5 | S Termocentrale Constanța SA | PET5/2024 | 223,879.760 | 120.00 | 3.99 | 27,758,851.44 |
6 | SC Modern Calor SA | PET9/2024 | 56,007.890 | 120.00 | 3.99 | 6,944,418.28 |
7 | SC Termo Calor Confort SA | PET12/2024 | 166.510.000 | 120.00 | 3.99 | 20,645,574.90 |
8 | SC Termoficare Oradea SA | PET13/2024 | 559,261.132 | 120.00 | 3.99 | 69,342,787.76 |
9 | SC UTP Giurgiu SA | PET14/2024 | 13,951.420 | 120.00 | 3.99 | 1,729,836.57 |
10 | Compania Municipală Termoenergetica București | PET8/2024 | 255,903.446 | 120.00 | 3.99 | 31,729,468.27 |
11 | Termoficare Napoca SA | PET19/2024 | 13,544.380 | 120.00 | 3.99 | 1,679,367.68 |
12 | SNTGN Transgaz SA | OR1/2024 | 300,000.000 | 120.00 | 3.99 | 37,197,000.00 |
* | TOTAL | * | 1,862,126.896 | * | * | 230,885,113.85 |
Measures taken
Until the date hereof, it was not necessary to take certain measures to carry out business relations with the above-mentioned partners/service providers.
Conditions and deadlines under which the operation(s) were carried out
Gas Sales Contract were returned signed by the contract partners between March - April 2024.
Main characteristics of signed gas sales contracts based on GEO No. 27/2022 are as follows:
- delivery period: April 1, 2024 - April 1, 2025;
- contracted gas qualities: 1,862,126.896 MWh;
- delivery point: VTP in the NTS;
- the daily quantity of natural gas scheduled to be delivered: it is determined by dividing the monthly contracted quantity by the number of calendar days in the delivery period, rounded to three decimal places, with adjustment of the daily quantity on the last day of delivery to give the total contracted quantity;
- payment of the consideration for the gas: in advance, before the start of delivery for each delivery month, or 30 days after the due date of the invoice, as provided for by the BGL (Bank Guarante Letter);
- contract price: according to the legal provisions (120 RON/MWh) plus transmission capacity reservation charge at the entry point to the SNT and VAT, if applicable.
Effects of concluding transactions
The execution of gas sales contracts ensures the optimal conditions for the delivery of natural gas.
Draft resolution
"The Ordinary General Meeting of Shareholders takes note of the Report on certain transactions concluded between S.N.G.N. Romgaz S.A. and other public enterprises during March - April 2024".
Chairman of the Board of Directors | |
Dan Dragos DRAGAN | |
Chief Executive Officer | Deputy Chief Executive Officer |
Razvan POPESCU | Aristotel Marius JUDE |
Chief Financial Officer | Director of Energy Trading Department |
Gabriela TRANBITAS | Radu Costica MOLDOVAN |
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Disclaimer
SNGN Romgaz SA published this content on 17 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 April 2024 11:27:04 UTC.
