Stock Exchange Listing

Government Decision no.831/August 4, 2010 on the approval of the privatization strategy by public offering of Societatea Nationala de Gaze Naturale (S.N.G.N.) Romgaz S.A. Medias and of the mandate of the public institution involved in the development of such process, amended by Government Decision no.811/2013, approved “the trading by the Ministry of Economy, Trade and Business Environment (MECMA), through the Office of State Ownership and Privatization in Industry (OPSPI), as the seller, by secondary initial public offering of shares representing 15% of S.N.G.N. Romgaz S.A. share capital”.

The starting point of this process was the execution of the Underwriting Agreement by MECMA, through OPSPI with the Syndicate (composed of Erste Group Bank AG, Romanian Commercial Bank SA, Goldman Sachs International and Raiffeisen Capital & Investment SA.), resulting in the successful conclusion of the Secondary Initial Public Offering (IPO) and the admission to trading of shares belonging to issuer S.N.G.N. Romgaz S.A.

The Romanian Financial Supervisory Authority (ASF) approved on October 18, 2013, by Decision no. 915, the Prospect for the Secondary Initial Public Offering of shares (as shares and Global Depositary Receipts - GDRs) issued by S.N.G.N. Romgaz S.A.

IPO PROSPECT with Annexes

Also, as specified in a letter dated October 21, 2013, the Financial Conduct Authority (FCA) considered the company’s securities to be eligible for listing on LSE in the standard category – certificates representing certain securities.

Some of the IPO’s features are:

• the largest initial public offering made at that time and the first privatization of a company in Romania to have GDRs traded on London Stock Exchange;
• the offer’s object: the sale of maximum 57,813,360 shares issued by S.N.G.N. Romgaz S.A., as shares (with nominal value of RON 1) and GDRs (one GDR representing an interest in one share);
• the period of the offer: October 22 – October 31, 2013;
• share sale price: RON 30/share; the price was set during the subscription process being in the subscription price range RON 25-32/share;
• GDR sale price: USD 9.25/GDR – GDR sale price; the subscription price range was USD 7.38 – 9.84/GDR;
• total size of the offer was RON 1.7 billion (USD 534 million).

On November 12, 2013, S.N.G.N. Romgaz S.A. was listed on Bucharest Stock Exchange (BVB) and London Stock Exchange (LSE). Since then, the company’s shares are traded on the regulated market governed by BVB under the symbol “SNG”. At the same time, GDRs issued by The Bank of New York Mellon (GDR Depositary), which underlie the shares issued by the company, are traded on the regulated market governed by LSE, under the symbol “SNGR”.