Shareholding

The National Gas Transmission Company Transgaz SA is organized and operates as a joint stock company, according to Law 31/1990 on trading companies, republished, and to its organization and operation by-laws approved by Government Resolution 334/2000.

The Extraordinary General Meeting of the Shareholders of SNTGN Transgaz SA approved by Resolution No. 11/07.12.2022 the increase of the share capital by including the reserves established from the net profit of the previous financial years in the amount of 1.766.076.600 lei, from 117.738.440 lei to 1.883.815.040 lei, by issuing 176.607.660 new shares with a par value of 10 lei/share.

The newly issued shares do not change the shareholders` holding quotas and were distributed free of charge to all shareholders registered in the Transgaz shareholders' register, kept by Depozitarul Central SA, on the registration date of 03.05.2023. Thus, each shareholder registered in Transgaz' shareholders` register on the registration date was allocated 15 shares free of charge for every 1 share held, according to the calculation algorithm based on the formula 1.766.076.600 lei/117.738.440 lei.

Following the increase, the Transgaz` share capital consists of 188.381.504 registered, ordinary, dematerialized, indivisible, freely tradable shares from the date of admission to trading on the regulated market managed by the Bucharest Stock Exchange, with a nominal value of 10 lei/share. Each share confers on the holder a right to vote, under the conditions provided by law.

Currently, Transgaz` shareholding structure is as follows:

CHANGES IN THE SHAREHOLDING STRUCTURE

The National Gas Transmission Company Transgaz SA is the second largest majority state owned company in the utilities sector which, in order to materialize the strategic objectives included in the Government Program "A Strong Market - Capital Market Development" promoted an initial public offering for the sale of shares, namely 10% of the increased share capital, as established by Government Resolution 1329/2004 on the mandate of the public institution involved and the approval of the privatization strategy by public offer of some companies from the portfolio of the Ministry of Economy and Trade, amended by Government Resolution 708/2005. In the context of the development of the capital market, the listing on the Bucharest Stock Exchange of the only licensed gas transmission system operator in Romania was a strategic and important decision both for the future of the company and for the increase in the stock market capitalization.

The IPO carried out by Transgaz between 26 November and 7 December 2007 was authorized by the National Securities Commission by Decision 2199/14.11.2007 and Decision 2266/21.12.2007 and was carried out in accordance with the provisions of the capital market law. This was the first IPO in the history of the Bucharest Stock Exchange to which allocation rights were attached, thus offering investors the opportunity to trade such rights before starting to trade the shares, the conversion ratio being 1 right to 1 share. Following the IPO, Transgaz' shareholding and ownership structure became the following:

• The Romanian State through the Ministry of Economy and Finance -75%;
• Fondul Proprietatea SA Bucharest - 15%;
• Free float (natural and legal persons)-10%.

Subsequently, in accordance with Government Resolution 827/2010 the National Gas Transmission Company Transgaz SA Mediaş sold on the capital market a package of shares representing 15% of the company's share capital, through a secondary public offer for the sale of shares.

The SPO carried out by SNTGN Transgaz SA between 4 April - 16 April 2013 was authorized by the National Securities Commission by Decision no. 301/03.04.2013 and was conducted in accordance with the provisions of the capital market legislation. Following the SPO, Transgaz' shareholding structure and its participation in the share capital became as follows:

• The Romanian State through the Ministry of Economy - 58,5097 %;
• Fondul Proprietatea S.A. - 14,9876 %;
• Free float (natural and legal persons) - 26,5027%.

In December 2013, Fondul Proprietatea sold on the capital market its entire stake in Transgaz, i.e. 14,9876% of the share capital, following the sale the shareholding structure became the following:

• The Romanian State through the Ministry of Public Finance - 58,5097%;
• Free float (natural and legal persons) - 41,4903%.

On the basis of GEO no.6/12.02.2014 on the exercise of rights and fulfilment of obligations arising from the status of state shareholder in SNTGN Transgaz SA Mediaș, in February 2014, the right of management of financial instruments was transferred between state institutions, namely from the Romanian State through the Ministry of Public Finance to the Romanian State represented by the Government, through the General Secretariat of the Government (GSG), in consultation with the Prime Minister's Chancellery. Thus, at the end of 2014, the shareholding structure of Transgaz was as follows: 

• The Romanian State represented by the Government through the GSG – 58,5097%;
• Free float (natural and legal persons) - 41,4903%.

On 20 February 2015, the transfer of the shares held by the Romanian State represented by the Government through GSG, following the implementation of the provisions of GEO no. 86/17.12.2014 on the establishment of some reorganization measures at the level of central public administration and for the amendment and supplementation of some normative acts, to the account of the Romanian State through the Ministry of Economy, Trade and Tourism, was registered.

Following the GEO no. 55/19.11.2015 on the establishment of some reorganization measures at the level of central public administration and for the amendment of some normative acts, the Ministry of Economy, Trade and Business Environment Relations was established by reorganizing and taking over the activities of the Ministry of Economy, Trade and Tourism. Thus, on 29.01.2016, the change in the identification data of the account holder from the Romanian State through the Ministry of Economy, Trade and Tourism to the Romanian State through the Ministry of Economy, Trade and Business Environment Relations was registered with S.C. Depozitarul Central S.A.

Subsequently, by GEO no. 1/04.01.2017 for the establishment of some measures in the field of central public administration and for the amendment and supplementation of some normative acts, the Ministry of Economy was established by the reorganization of the Ministry of Economy, Trade and Business Environment Relations. Thus, on 02.03.2017, the change in the identification data of the account holder from the Romanian State through the Ministry of Economy, Trade and Business Environment Relations to the Romanian State through the Ministry of Economy was registered with the Depozitarul Central S.A.

As of 14 November 2019, the exercise of rights and the fulfilment of obligations arising from the status of shareholder of the Romanian State in the National Natural Gas Transmission Company Transgaz SA is carried out by the Romanian State through the General Secretariat of the Government, following the transfer of shares from the account of the Romanian State through the Ministry of Economy, pursuant to GEO no. 68/06.11.2019 on the establishment of some measures at the level of central public administration and for the amendment and supplementation of some normative acts. Thus, at the end of 2019 the shareholding structure of Transgaz was as follows: 

• The Romanian State through the General Secretariat of the Government - 58,5097%;
• Free float (natural and legal persons) - 41,4903%.

As of 3 May 2023, following the increase in the share capital by incorporation of reserves established from the net profit of the previous financial years and until now, the shareholding structure of Transgaz is as follows:

• The Romanian State through the General Secretariat of the Government - 58,5097%;
• Free float (natural and legal persons) - 41,4903%.