Shareholding

The National Gas Transmission Company Transgaz SA is organized and operates as a joint stock company, pursuant to the provisions of Law no. 31/1990, regarding trading companies, republished and to its organization and operation by-laws approved by G.D no. 334/2000.

Transgaz` share capital consists of 11,773,844 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 GD no. 1329/2004 regarding 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 GD no.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 Decisions no. 2199/14.11.2007 and 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 GD no. 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 Transgaz between 4 April and 16 April 2013 was authorized by the National Securities Commission by Decision no. 301/03.04.2013 and was carried out in accordance with the provisions of the capital market law. Following the SPO, Transgaz` shareholding and its ownership structure became the following:

• 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, the entire package of shares held in Transgaz, respectively 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%.

As of November 14, 2019, Transgaz` shareholding structure is as follows:

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