Shareholders Rights and Obligations

Excerpt of ARTICLES OF INCORPORATION of Societatea Nationala de Gaze Naturale “Romgaz” -  SA, updated on August 09, 2017

Article 10 – Shareholders Rights and Obligations

(1) When a person acquires the property right of a share, it also acquires the rightful position as shareholder of ROMGAZ S.A together with all rights and obligation arising out of this position, according to the law and this Articles of Incorporation.

(2) In compliance with all exceptions provided by law, each share whose value was subscribed and fully paid up, grants the shareholder the right:

  1. to participate in the general meetings of shareholders;

  2. to obtain information necessary for exercising the voting right and the information related to the voting result in the General Meeting of Shareholders;

  3. to cast a vote in the  General Meeting of Shareholders;

  4. to receive the dividends due;

  5. preference right for subscribing for newly issued shares;

  6. to equal treatment for all shareholders of the same class;

  7. any other rights provided by law and this Articles of Incorporation.

(3) Shareholders have to exercise their rights in good faith by complying with the lawful rights and interests of the Company and of the other shareholders.

(4) If, related to a certain operation, a shareholder, either personally or as representative of another person, has an interest contrary to that of the Company; it shall abstain from the deliberations on such operation.

(5) Shareholders shall transmit to the Company ex officio or at the request of the Company, all identification and contact data necessary for complying with all conditions related to the exercise of rights and to the fulfilment of Company obligations, provided by law or by this Articles of Incorporation.

(6) If the data transmitted change, the new data shall be sent by the shareholders ex officio, according to paragraph 5.

Article 11 – Exercise of Rights by Holders of Depositary Receipts (DR)

(1) Rights and obligations with respect to shares underlying depositary receipts rest on holders of depositary receipts pro rata with their holding and in consideration of the conversion rate between underlying shares and depositary receipts.

(2) The issuer of depositary receipts on whose behalf shares underlying depositary receipts are recorded is shareholder within the meaning of and according to Regulation 6/2009 on the exercise of certain rights of shareholders within the general meetings of shareholders of trading companies. To this effect, the issuer of depositary receipts is fully responsible for providing accurate, complete and timely information to holders of depositary receipts, by complying with the instructions written on the documents related to the issue of depositary receipts,   referring to informational documents and materials of a General Meeting of Shareholders supplied by the Company for the shareholders.

(3) For a DR holder to exercise his obligations and rights with respect to a  General Meeting of Shareholders, such holder shall transmit to the entity where his depositary receipt account is open, the voting instructions related to the agenda of the  General Meeting of Shareholders, so that such information may be sent to the DR issuer.

(4) The issuer of depositary receipts casts his vote in the General Meeting of Shareholders of the Company in compliance with and within the limits of the instructions received from the DR holders, which have this right on the reference date established according to applicable legal provisions and by complying with the instructions written on the document related to the issue of depositary receipts.

(5) For certain underlying shares, the DR issuer may cast in the General Meeting of Shareholders different votes than those casted for other underlying shares.

(6) The DR issuer is fully responsible for taking all necessary measures so that the entity keeping record of DR holders, intermediaries providing custody services on the market DR are traded and/or any other entities involved in keeping record of DR holders report the voting instructions of DR holders on the agenda of the General Meeting of Shareholders.