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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

NATIONAL GAS TRANSMISSION COMPANY<br />

“TRANSGAZ” S.A Medias<br />

<strong>ANNUAL</strong> <strong>REPORT</strong> <strong>OF</strong> “TRANSGAZ” <strong>MANAGEMENT</strong><br />

<strong>INDIVIDUAL</strong> FINANCIAL STATEMENTS<br />

-2007-<br />

(AUDITED FINANCIAL STATEMENTS)<br />

Page 1 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

CONTENTS<br />

<strong>REPORT</strong> AND ISSUER IDENTIFICATION DATA.........................................................................<br />

BACKGROUND DATA ON THE ISSUER …………..........……………………………………...<br />

EXECUTIVE SUMMARY……..…………………………………………………………………...<br />

CH.1 - ANALYSIS ON COMPANY’S ACTIVITY……………………………..<br />

1.1.a) Main activities….…………......................................................................................<br />

1.1.b) Transgaz’ incorporation date.............................................................................................<br />

1.1.c) Key merger or restructuring of Transgaz during the financial year …..<br />

1.1.d) Asset acquisition and transfer.........................................................................................<br />

1.1.e) Assessment of the company’s activity……………………………...................................<br />

1.1.1. General assessment features…………………………………………………..............<br />

1.1.2. Assessment of Transgaz technical level.......................................................................<br />

1.1.3. Assessment of the supply activity …………………………………………………...<br />

1.1.4. Assessment of the trading activity…………………………………………………….<br />

1.1.5. Assessment of company’s employee/ personnel related issues.........................................<br />

1.1.6. Assessment of the environmental impact of Transgaz’ main<br />

activities.......................................................................................................<br />

1.1.6.1. Synthetic presentation on the environmental impact of Transgaz’ main activity ……...<br />

1.1.6.2. Main actions, measures for environmental management improvement and prevention and/or<br />

mitigation of the environmental impact for 2007.............................<br />

1.1.6.3. Level of compliance with the environmental protection legislation …………<br />

1.1.6.4. Fines, accidental occurences and disputes..........................................................................<br />

1.1.7 Prospects on Transgaz’ activity.......................................................<br />

CH. 2 TRANSGAZ TANGIBLE ASSETS…………………………………………<br />

2.1 Location and features of Transgaz main output capacities............<br />

2.2 Description and analysis of the property wear-out extent..............................................<br />

2.2.1. Description and analysis....................................................................................<br />

2.2.2. Achievement of the maintenance programme ……………………………….............<br />

2.2.3. Investment programme…………………………………………………………………..<br />

CH.3. THE MARKET <strong>OF</strong> THE SECURITIES ISSUED BY TRANSGAZ...............................<br />

3.1. Features and evolution of the securities issued by Transgaz on the regulated market managed by<br />

the Bucharest Stock Exchange.....................................................................<br />

3.2. Description of Transgaz policy on dividends.................................................................<br />

3.3. Description of any company’s actions for purchasing its own shares……………………..…<br />

3.4. In case of subsidiaries, specify the number and the nominal value of the shares issued by the<br />

parent company and held by the subsidiaries.................................<br />

3.5. If the company issued bonds and/or other receivables, specify the manner of discharging the<br />

company’s obligations towards the bearers of such securities……….....<br />

CH.4. COMPANY’S <strong>MANAGEMENT</strong>………………………….…………………………….<br />

4.1. Introduction of administrators………………………………………………………….…….<br />

4.2. Members of Executive Management……………..……………………………..............<br />

CH.5. ACCOUNTING FINANCIAL STANDING…….……..……………………..............<br />

5.1. Comparative analysis of the economic-financial standing within the last 3 years.............................<br />

5.1.1. Balance sheet items………………………………………………………………….<br />

5.1.2. Profit and loss account................................................................................................<br />

5.1.3. Cash-flow………………………………………………………………………………..<br />

5.2. Financial risk management………………………………………………………...<br />

CH.6. MISCELLANEOUS………………………………………………………………………………...<br />

ANNEXES TO CH.4 item 4.1.a)………………………………………………………………………...<br />

Page 2 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

<strong>REPORT</strong> AND ISSUER IDENTIFICATION DATA<br />

Annual Report under Article 227 of Law no.297/2004<br />

For the financial year ended on December 31 st , 2007<br />

Report date: April 4 th , 2007<br />

Name of company: SNTGN TRANSGAZ SA<br />

Registered office: Medias, no.1, Constantin I. Motas Sq., code: 551130<br />

Phone/fax no.: 0269-803333/0269-839029<br />

Unique registration code under the Commercial Register Office: 13068733<br />

Tag number in the Commercial Register: J32/301/2000<br />

Subscribed and paid-up share capital: lei 117,738,440<br />

Regulated market for the issued security transactions: Bucharest Stock Exchange<br />

Main characteristics of the securities issued by Transgaz: 1,177,384 ordinary,<br />

registered, unseverable and freely-transactional shares as of January 24 th , 2008, having<br />

a nominal value of lei 10 /share.<br />

BACKGROUND DATA ON THE ISSUER<br />

The National Gas Transmission Company, “TRANSGAZ” SA (Transgaz), performs<br />

activities in the following locations:<br />

• Transgaz headquarters: Medias, no. 1, C.I. Motas Sq., Sibiu county, code<br />

551130;<br />

• Operating Division: Medias, no.11, George Enescu St., Sibiu county, code<br />

551018;<br />

• Research, Engineering and Regulation Division: Medias, no.6, Unirii St., Sibiu<br />

County, code 550173;<br />

• Bucharest Gas Dispatching Centre: Bucharest, no.30, Calea Dorobanti, sector 1,<br />

code 010573.<br />

Transgaz holds 10 regional operating centres, void of legal personality:<br />

1. Arad Regional Operating Centre, no.56, Poetului St., Arad, Arad County, code<br />

310369;<br />

2. Bacău Regional Operating Centre, no. 63, George Bacovia St., Bacău, Bacău<br />

County, code 600238;<br />

3. Brăila Regional Operating Centre, no.5, Ioan Ghica St., Brăila, Brăila County,<br />

code 810089;<br />

4. Brasov Regional Operating Centre, no.12, Grigore Ureche St. A, Brasov,<br />

Brasov county, code 500449;<br />

5. Bucuresti Regional Operating Centre, no. 2-4, Lacul Ursului St., sector 6,<br />

Bucharest, code 060594;<br />

6. Cluj Regional Operating Centre, no.12, Crisului St., Cluj-Napoca, Cluj County,<br />

code 400597;<br />

Page 3 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

7. Craiova Regional Operating Centre, no. 35, Arhitect Ioan Mincu St., Craiova,<br />

Dolj County, code 200011;<br />

8. Medias Regional Operating Centre, no. 29, George Cosbuc St., Medias, Sibiu<br />

County, code 551027;<br />

9. Constanta Regional Operating Centre, no. 2 bis, Caraiman St., Constanta,<br />

Constanta County, code 900117;<br />

10. Constanta Regional Transit Operating Centre, no. 2 bis, Caraiman St.,<br />

Constanta, Constanta County, code 900117.<br />

The mission of TRANSGAZ is represented by: the operation of the National Gas<br />

Transmission System under safety and economic efficiency conditions, the NTS<br />

rehabilitation, upgrading and development on the main consumption directions; the<br />

NTS interconnection with the neighbouring gas transmission systems; the<br />

development of international gas transit projects, the implementation of a participative<br />

management in all TRANSGAZ fields of actions; the development of corporate<br />

culture and professional achievements; the implementation of gas sector regulations;<br />

the improvement of the gas transmission activity informatisation and the elaboration of<br />

bills and actions to support such bills.<br />

EXECUTIVE SUMMARY<br />

TRANSGAZ performance ratios<br />

Tag<br />

no.<br />

Ratio MU 2005 2006 2007<br />

Variation<br />

%<br />

2006/2005<br />

Variation<br />

%<br />

2007/2006<br />

1 Turnover mil. lei 770.12 909.02 1,038.87 118.04 114.28<br />

2 Operating revenue mil. lei 787.77 941.20 1,051.66 119.48 111.74<br />

3 Operating expenses mil. lei 589.76 675.88 780.37 114.60 115.46<br />

4 Gross operating profit mil. lei 198.01 265.32 271.29 133.99 102.25<br />

5 Gross financial profit mil. lei -22.95 20.97 -1.96 - -<br />

6 Tax on profit mil. lei 36.61 48.38 45.32 132.15 93.68<br />

7 Net profit mil. lei 138.45 237.91 224.01 171.84 94.16<br />

8 Gross dividend/share lei 6.88 11.69 9.66* 171.63 83.03<br />

* Dividend proposal 2007<br />

The evolution of the gas amounts circulated and conveyed through the national gas<br />

transmission system (NTS) as well as of the technological consumption, under<br />

development during 2005-2007, is illustrated below:<br />

Page 4 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

20,000.00<br />

18,000.00<br />

16,000.00<br />

14,000.00<br />

12,000.00<br />

Thousand<br />

cm<br />

10,000.00<br />

8,000.00<br />

6,000.00<br />

4,000.00<br />

2,000.00<br />

0.00<br />

2005 2006 2007<br />

Transmitted gas<br />

Circulated gas<br />

Technological consumption<br />

Tag<br />

no.<br />

Ratio MU 2005 2006 2007<br />

1 Transmitted gas mil cm 16,447.07 15,237.34 14,546.58<br />

2 Circulated gas mil cm 18,140.04 18,313.92 17,029.52<br />

3 Technological consumption mil cm 399.19 388.54 329.72<br />

4 Technological consumption/circulated gas<br />

share<br />

% 2.20 2.12 1.94<br />

Within the period under analysis, i.e. during 2005-2007, the gas amount transmitted<br />

through the NTS registered a downfall due to a decrease in demand on the Romanian<br />

gas market.<br />

The evolution of the performance ratios for the main services performed by the<br />

company on the gas market is as illustrated in the table below:<br />

Tag<br />

no.<br />

Achievements<br />

Specifications<br />

2005 2006 2007<br />

Dynamics (%)<br />

0 1 2 3 4 5=3/2 6=4/3 7=4/2<br />

1. Revenues from<br />

transmission<br />

- thousand cm 16,447,067 15,237,343 14,546,575 92.64 95.47 88.44<br />

- lei 510,193,093 620,810,631 735,133,766 121.68 118.42 144.09<br />

- lei/1000 cm 31.02 40.74 50.54 131.34 124.04 162.91<br />

2. Revenues from transit<br />

- lei 219,545,884 212,666,684 190,267,099 96.87 89.47 86.66<br />

3. Revenues from gas<br />

deliveries<br />

- thousand cm 60,182 86,949 156,764 144.48 180.29 260.48<br />

- lei 36,835,658 71,623,279 110,296,420 194.44 154.00 299.43<br />

- lei/1000 cm 612.07 823.74 703.58 134.58 85.41 114.95<br />

4. Other operating<br />

revenues<br />

- lei 21,192,860 36,099,371 15,959,401 170.34 44.21 75.31<br />

5. TOTAL OPERATING<br />

REVENUES<br />

787,767,495 941,199,965 1,051,656,687 119.48 111.74 133.50<br />

The increase in revenues from the gas transmission activity was determined based on<br />

the annual adjustment of the transmission tariffs, mainly influenced by the achieved<br />

and commissioned investments, as well as by the progress of inflation.<br />

Page 5 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

The decrease in revenues from the international gas transit was triggered by the<br />

evolution of the USD and EURO exchange rate, as the equivalent value of the transit<br />

services is in currency.<br />

Page 6 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

CH.1 – ANALYSIS ON THE COMPANY’S ACTIVITY<br />

1.1.a). Main activities<br />

Transgaz is a joint-stock company operating under the Romanian laws and under the<br />

Incorporation Document.<br />

According to GD no. 334/2000 and Transgaz’ Incorporation Document, the company’s<br />

objective is to achieve the national strategy established for gas transmission,<br />

international transit, dispatching and research-design in the field of gas transmission<br />

by means of trading deeds compliant with its scope of activity and in line with the<br />

national legislation.<br />

Transgaz’ main scope of activity - CAEN code 6030 - “Gas transmission through<br />

pipelines” - consists of gas transmission, international transit, dispatching and<br />

research-design in the field of gas transmission. On the other hand, Transgaz may<br />

complementary perform other related/ancillary activities supportive of its main scope<br />

of activity, according to the legislation in effect and the company’s Incorporation<br />

Document (Article 6).<br />

In accordance with the regulatory framework applicable to the gas sector, Transgaz<br />

performs gas transmission activities based on: specific sector legislation, amended<br />

Concession Agreement approved by GD no. 668/2002, gas transmission licence no.<br />

40/17.01.2001, gas transit licence no. 41/17.01.2001 and authorization no.<br />

829/20.09.2007 for the gas transmission system/site operation, granted by Decision no.<br />

1398/2007 issued by the National Energy Regulatory Authority (ANRE).<br />

The gas transmission activity is deemed as public service of national interest, as it is<br />

included in the regulated segment of the gas domestic market. The gas transmission<br />

services are provided, under natural monopoly conditions, based on tariffs determined<br />

by ANRE. The contracts on transmission services are concluded for a gas year, based<br />

on the framework contracts drawn up and approved by ANRE.<br />

1.1.b). Transgaz’ incorporation date<br />

Transgaz was established in 2000, following the restructuring of the former SNGN<br />

“Romgaz” SA, under GD no. 334/April 28 th , 2000, published in the Romanian Official<br />

Journal, Part I, no. 194/May 4 th , 2000.<br />

SNGN “Romgaz” SA was restructured and reorganized, by division, based on GD no.<br />

334/2000; the company was dissoluted and its main gas sector activities were<br />

unbundled and organized into distinct activities.<br />

Following such restructuring, Transgaz became the technical operator of the NTS,<br />

responsible for its operation under quality, safety, economic efficiency and<br />

environmental conditions.<br />

1.1.c). Key merger or restructuring of Transgaz during the financial year<br />

According to Decision no. 9/July 26 th , 2007 of the General Assembly of the<br />

Shareholders, Transgaz underwent restructuring, by accounting unbundling of the gas<br />

transmission regulated activities pursuant to Article 101(1) of Gas Law no. 351/2004,<br />

further amended and supplemented. For the purpose of implementing the restructuring<br />

Page 7 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

process, the above-mentioned Decision approved the dissolution of the Gas<br />

Transmission Subsidiary, Medias, of the Subsidiary for Research and Design in the<br />

field of Gas Transmission, and of the 9 Regional Transmission Offices of the<br />

Company. The former Regional Transmission Offices turned into Regional Operating<br />

Centres standing for secondary head offices (operating centres) of the Company: Arad<br />

Regional Operating Centre, Braila Regional Operating Centre, Brasov Regional<br />

Operating Centre, Bacau Regional Operating Centre, Bucharest Regional Operating<br />

Centre, Cluj Regional Operating Centre, Medias Regional Operating Centre, Craiova<br />

Regional Operating Centre, and Constanta Regional Operating Centre. Such abovementioned<br />

Decision (9/2007) also approved the incorporation of the Regional Transit<br />

Operating Centre, headquartered in Constanta. The unbundling pattern applied by<br />

Transgaz was previously agreed by ANRE.<br />

1.1.d). Asset acquisition and transfer<br />

Except for the assets commissioned based on the acquisition programme meant to<br />

develop the national transmission system, and for the assets decommissioned<br />

according to law, the company did not perform any other such operations in 2007.<br />

1.1.e). Assessment of the company’s activity<br />

Transgaz developed a public internal audit at the end of 2007, by the establishment of<br />

the Internal Audit Department which is to ensure the implementation of the first<br />

internal audit plan during 2008.<br />

The financial statements for 2007 shall be audited by “PriceWaterhouse Coopers”<br />

(PWC) by the first half of April.<br />

The financial statements ending on June 30 th , 2007 were audited by PWC and the audit<br />

report was included in Transgaz’ IPO prospectus approved by the Romanian National<br />

Securities Commission, in September 2007.<br />

1.1.1. General assessment features<br />

The economic-financial activity carried out by Transgaz, within 2005-2007, was based<br />

on the ratios included in the annual revenue and expense budgets approved by<br />

governmental decision.<br />

The key economic-financial ratios achieved during 2005-2007 are illustrated below:<br />

Tag<br />

no.<br />

Ratio MU 2005 2006 2007<br />

1 Turnover lei 770,115,066 909,017,487 1,038,866,794<br />

2 Total revenues lei 800,729,114 982,295,999 1,064,236,983<br />

3 Total expenses lei 625,671,377 696,005,832 794,906,765<br />

4 Gross profit lei 175,057,737 286,290,167 269,330,218<br />

Page 8 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

1,200.00<br />

1,000.00<br />

thousand lei<br />

800.00<br />

600.00<br />

400.00<br />

Total revenues<br />

Total expenses<br />

200.00<br />

0.00<br />

2005 2006 2007<br />

Total revenues 800.73 982.30 1,064.24<br />

Total expenses 625.67 696.01 794.91<br />

The total revenues scored an increase over the analysed period, mainly due to:<br />

The adjustment of the regulated tariffs for the gas transmission services;<br />

The increase in the revenues from delivery of import gas received from the Russian<br />

Federation in consideration for international gas transit services.<br />

The total expenses incurred were compliant to the extent provided in the revenue and<br />

expense budget. The raise of such expenses was mostly caused by:<br />

The increase in the volume of works for the NTS rehabilitation and maintenance in<br />

order to ensure its operation under safety conditions;<br />

The change of the royalty share for the concession of the national transmission<br />

system from 5% to 10% of the revenues from gas transmission and international<br />

gas transit activities;<br />

The increase in personnel expenses (salaries, contributions to salary related funds,<br />

profit sharing of the salary earners) in compliance with GEO no. 79/2001,<br />

respectively the correlation of salary accruals with the labour output growth.<br />

The gross profit is lower by 5.92%, as compared to the achievements of 2006, due to<br />

the fact that revenues for 2007 increased by 8.34%, and expenses by 14.21%. Such<br />

lower profit was influenced by the approval and application of new regulated<br />

transmission tariffs, with a 3 months’ delay (starting with October 1 st , 2007 instead of<br />

July, 1 st 2007), as a consequence of the failure to establish in due time the regulated<br />

rate of return on capital (RoR) for the second regulatory period (July 1 st , 2007 – June<br />

30 th , 2012). We hereby specify that the regulated revenue not achieved in the last<br />

quarter of 2007 shall be recovered by the transmission tariff adjusted as of July 1 st ,<br />

2008, according to the methodology approved by ANRE.<br />

Page 9 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

The synthesis of the financial results on December 31 st , 2007 as compared to the<br />

revenue and expense budget is illustrated in the table below:<br />

*thousand lei*<br />

Tag<br />

REB Achieved Ratios<br />

Name<br />

no.<br />

2007 2007 (%)<br />

0 1 2 3 4=3/2x100<br />

1. Operating revenues 1,048,330.44 1,051,656.69 100.32<br />

2. Financial revenues 12,053.98 12,580.30 104.37<br />

3. TOTAL REVENUES 1,060,384.42 1,064,236.98 100.36<br />

4. Operating expenses 800,410.87 780,369.56 97.50<br />

5. Financial expenses 12,106.07 14,537.20 120.08<br />

6. TOTAL EXPENSES 812,516.94 794,906.76 97.83<br />

7. GROSS RESULT, of which: 247,867.48 269,330.22 108.66<br />

from operation 247,919.57 271,287.13 109.43<br />

from financial activities -52.09 -1,956.91<br />

8. Tax on profit 39,997.14 45,323.76 113.32<br />

9. NET PR<strong>OF</strong>IT 207,870.34 224,006.45 107.76<br />

The total revenues corresponding to 100.36% as opposed to the provisions of the<br />

REB, incur an excess of lei 3,852.57 thousand.<br />

The total expenses incurred at the end of the financial year, of 97.83%, as opposed to<br />

the approved forecast, were by lei 17,610.18 thousand lower than as provided in the<br />

Revenue and Expense Budget.<br />

The gross profit was achieved 108.66% compared to the forecast, by lei 21,462.74<br />

thousand higher than as provided in the REB. The tax on profit, of 113.32%,<br />

increased by lei 5,326.62 thousand, and the net profit, of 107.76%, was by lei<br />

16,136.12 thousand higher than forecasted.<br />

The steady increase in tax on profit compared with the increase in profit is due to the<br />

influence of undeductible expenses (provisions for slow paying customers, rights<br />

granted upon retirement, constituted on December 31 st , 2007, social expenses<br />

exceeding the legal deductibility limit, granted under the collective labour contract).<br />

The topping of the estimated profit was triggered by the following factors:<br />

savings in expenses – a favourable influence of lei 17,610.18 thousand;<br />

revenue exceeding - a favourable influence of lei 3,852.56 thousand.<br />

Transgaz achievements within the analysed period are reflected in the evolution of the<br />

following ratios:<br />

Page 10 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

Tag<br />

no.<br />

1. Profitability ratio<br />

a) EBITDA in total sales<br />

b) EBITDA in own capital<br />

c) Rate of gross profit<br />

d) Rate of return on capital<br />

2. Liquidity ratios<br />

a) Current liquidity ratios<br />

b) Quick liquidity ratio<br />

3. Risk ratios<br />

a) Leverage ratio<br />

b) Interest coverage rate<br />

4. Activity ratios<br />

a) speed of debit - customers<br />

b) speed of credit - suppliers<br />

Ratio Calculation formula 2005 2006 2007<br />

EBITDA<br />

Turnover<br />

EBITDA<br />

Own capital<br />

Gross profit<br />

Turnover<br />

Net profit<br />

Own capital<br />

Floating assets<br />

Short term liabilities<br />

Floating assets - Stocks<br />

Short term liabilities<br />

Loan capital<br />

Own capital<br />

EBIT<br />

Interest expenses<br />

32.99% 40.95% 34.17%<br />

24.58% 31.07% 22.65%<br />

22.73% 31.49% 25.93%<br />

13.40% 19.85% 14.30%<br />

0.89 0.95 1.84<br />

0.75 0.82 1.74<br />

0.18 0.11 0.08<br />

11.72 20.45 23.08<br />

Customer average balance x<br />

365 days 115.60 99.95 91.85<br />

Turnover<br />

Supplier average balance x365<br />

days 50.47 50.01 39.33<br />

Turnover<br />

Evolution of profitability ratios<br />

The profitability ratios indicate the efficiency of a company’s activity, i.e. the<br />

company’s ability to gain profit of the resources available each year.<br />

60.00%<br />

40.00%<br />

20.00%<br />

0.00%<br />

2005 2006 2007<br />

EBITDA/turnover 32.99% 40.95% 34.17%<br />

EBITDA/own capital 24.58% 31.07% 22.65%<br />

Gross profit/turnover 22.73% 31.49% 25.93%<br />

Net profit /own capital 13.40% 19.85% 14.30%<br />

Page 11 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

Evolution of liquidity ratios<br />

The liquidity ratios show the available floating capital, as well as the likelihood of the<br />

latter to quickly turn into liquidity for current debt settlement. Over the entire period<br />

under analysis, such ratios fall between the optimum range of 0.65 – 1. The steady<br />

growth of such ratios, registered on December 31 st , 2007, was due to the sum gained<br />

from sales of shares, following share capital increase under GD no.1329/2004,<br />

amended by GD no. 708/2005, amounting to lei 261,065.64 thousand.<br />

2.00<br />

1.50<br />

1.00<br />

0.50<br />

0.00<br />

2005 2006 2007<br />

Current liquidity 0.89 0.95 1.84<br />

Quick liquidity 0.75 0.82 1.74<br />

Risk ratios<br />

The risk ratios reflect the extent in which the company deals with payment liabilities,<br />

the company’s maximum leverage capacity, emphasizing the proportion between longterm<br />

loans and the aggregated funds advanced by the company into the economic<br />

circulation. The calculated risk ratios are within the normal accepted limits.<br />

25.00<br />

20.00<br />

15.00<br />

10.00<br />

5.00<br />

0.00<br />

2005 2006 2007<br />

Loan capital<br />

18.03 10.85 7.79<br />

/ Own capital<br />

Interest coverage rate 11.72 20.45 23.08<br />

Page 12 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

Management ratios<br />

Such ratios provide information on the company’s cash-in flow or cash-out flow and<br />

the company’s ability to control the working capital and its basic trading activities.<br />

The conclusion is that over the period under analysis the receivables recovery time and<br />

the debt reimbursement time shortened.<br />

150.00<br />

100.00<br />

50.00<br />

0.00<br />

Receivables turnover<br />

- days<br />

Payables turnover<br />

- days<br />

2005 2006 2007<br />

115.60 99.95 91.85<br />

50.47 50.01 39.33<br />

1.1.2. Assessment of Transgaz technical level<br />

During 2007, Transgaz performed activities based on the economic-financial ratios<br />

provided in the Revenue and Expense Budget approved by Order no. 2128/November<br />

20 th , 2007 of the Ministry of Economy and Finance.<br />

Transgaz’ main activity, i.e. gas transmission through the National Transmission<br />

System, is a natural monopoly and thus a regulated activity performed under the<br />

operation licence and under the other regulations of the ANRE.<br />

The tariffs for the transmission services are regulated and determined based on orders<br />

of ANRE. The table below illustrates the transmission tariffs over the assessed period:<br />

Tariff of the transmission services<br />

Tag<br />

no.<br />

1.<br />

2.<br />

3.<br />

4.<br />

Order of the regulatory<br />

authority<br />

Order of ANRGN<br />

73/14.06.2004<br />

Order of ANRGN<br />

63/09.06.2005<br />

Order of ANRGN<br />

35/08.06.2006<br />

Order of ANRE<br />

33/18.09.2007<br />

Term of<br />

application<br />

Volume<br />

component<br />

(lei/1000 cm)<br />

Firm services<br />

capacity booking<br />

component<br />

(lei/1000<br />

cm/hour)<br />

Interruptible<br />

services<br />

capacity booking<br />

component<br />

(lei/1000<br />

cm/hour)<br />

July 1 st ,<br />

2004 11.55 9.67 -<br />

July 1 st ,<br />

2005 16.04 9.67 -<br />

July 1 st ,<br />

2006 25.35 9.67 9.14<br />

Oct. 1 st ,<br />

2007 37.28 10.97 9.17<br />

Page 13 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

The charts below illustrate the share of the main activities in Transgaz’ revenues:<br />

2005<br />

2006<br />

5% 3%<br />

Revenues from<br />

transmission<br />

8%<br />

Revenues from<br />

transmission<br />

28%<br />

Revenues from<br />

transit<br />

23%<br />

Revenues from<br />

transit<br />

64%<br />

Revenues from<br />

gas deliveries<br />

Other operating<br />

revenues<br />

65%<br />

Revenues from<br />

gas deliveries<br />

Other operating<br />

revenues<br />

2007<br />

10% 2% Revenues from<br />

transmission<br />

18%<br />

Revenues<br />

from transit t<br />

Revenues from<br />

gas deliveries<br />

70%<br />

Other operating<br />

revenues<br />

Gas transmission services<br />

Transgaz’ main activity is gas transmission through the national transmission system,<br />

an activity constituting a public service of national interest performed by operation of<br />

a strategically important infrastructure.<br />

During 2007 the transmission activity was executed both under the transmission,<br />

dispatching and supply licences and under the relevant regulations issued by ANRE.<br />

As a transmission operator, Transgaz is responsible for:<br />

- ensuring the physical balance of the NTS;<br />

- NTS maintenance, rehabilitation, upgrading and development under safety,<br />

efficiency and environmental conditions;<br />

- ensuring third party nondiscriminatory acces to the NTS.<br />

The transmission services consist of activities and operations related to transmission<br />

capacity booking and gas transmission through the NTS. Gas transmission is ensured<br />

from the NTS-entry commercial delivery/taking over points to the NTS-exit<br />

commercial delivery/taking over points. Transgaz has liability for the gas necessary to<br />

cover loss within the NTS.<br />

In 2007, the total gas amount of 329,717.746 thousand cm, necessary for the coverage<br />

of such loss and for Transgaz’ own technological consumption was purchased from<br />

SNGN Romgaz SA.<br />

The key beneficiaries of the gas transmission services provided by Transgaz by means<br />

of the National Transmission System are as follows:<br />

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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

- licensed distribution and supply companies, with a share of 52.45% in the<br />

transmission services for 2007;<br />

- licensed gas supply companies, with a share of 21.65% in the transmission<br />

services for 2007;<br />

- eligible consumers, with a share of 25,90% in the transmission services for<br />

2007;<br />

The following chart shows the key beneficiaries of the transmission services provided<br />

by Transgaz in 2007:<br />

9.55%<br />

2.19%<br />

2.71%<br />

4.16%<br />

14.27%<br />

4.39%<br />

6.02%<br />

27.19%<br />

23.27%<br />

1<br />

2<br />

3<br />

4<br />

5<br />

6<br />

7<br />

8<br />

9<br />

10<br />

1.Distrigaz Sud<br />

2.E.ON Gaz Romania<br />

3.Petrom Gas<br />

4.Interagro<br />

5.Petrom SA<br />

6.Electrocentrale Bucharest<br />

7.Azomures<br />

8.Termoelectrica Bucharest<br />

9.Electrocentrale Galati<br />

10.Others<br />

6.25%<br />

1.1.3. Assessment of the supply activity<br />

The technical and material supplies necessary for the safe operation of the NTS are<br />

mainly domestically sourced, i.e.: valves, fittings, spare parts, fuel, and other essential<br />

materials for quick interventions or emergency works. The ethil-mercapthane used for<br />

gas odoration is imported.<br />

Due to the fact that acquisitions are based on ferm contracts, concluded as a result of<br />

bidding procedures selected under GEO no. 34/2006, the safety of the supply sources<br />

is secured by contract clauses.<br />

1.1.4. Assessment of the sales activity<br />

a) In 2007, Transgaz traded gas on the competitive market, representing the equivalent<br />

value of the interstate transmission services (transit), of 156,763.846 thousand cm,<br />

under temperatures of 15 0 C and amounting to lei 703.58/1000 cm.<br />

On December 31 st , 2007 such activity ceased as a consequence of the change in means<br />

of payment within the transit contracts concluded with Gazprom Export.<br />

b) The gas transmission activity performed by Transgaz involves over 90% of the gas<br />

consumed in Romania, therefore it is deemed that:<br />

- there is no such case as competitiveness in the field;<br />

- it does not significantly depend upon a client or group of clients within its<br />

portfolio<br />

Page 15 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

1.1.5. Assessment of employee/personnel related issues<br />

On December 31 st , 2007 Transgaz had 5,000 people hired on individual employment<br />

contracts.<br />

Within 2005-2007 the number of the company’s personnel evolved according to the<br />

following table:<br />

2005 2006 2007<br />

Number of employees at the start of the period 4,797 4,870 4,963<br />

Number of newly employed persons 190 189 125<br />

Number of persons ceasing labour relationships<br />

with the company<br />

117 96 88<br />

Number of employees at the end of the period 4,870 4,963 5,000<br />

The evolution of the personnel structure on categories of studies, rendered in the<br />

following table, proves the importance attached to the growth in the level of<br />

employees’ professional training, simultaneously with the company’s interest in<br />

covering the need for personnel by having highly qualified specialists employed.<br />

31.12.2005 31.12.2006 31.12.2007<br />

TOTAL employees, of which: 4,870 4,963 5,000<br />

University graduates 647 695 858<br />

High-school graduates 1,549 1,789 1,606<br />

Technical school graduates 883 908 1,068<br />

Middle school graduates + training course 1,791 1,571 1,468<br />

Page 16 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

Personnel structure according to categories of studies<br />

1,800<br />

1,600<br />

1,400<br />

1,200<br />

1,000<br />

No.<br />

of<br />

800<br />

employees.<br />

600<br />

400<br />

University graduates<br />

High-school graduates<br />

Technical school graduates<br />

Middle school graduates<br />

+ training course<br />

200<br />

0<br />

2005 2006 2007<br />

Year<br />

On December 31 st , 2007, the trade union membership represented 98.42% of the total<br />

number of employees (5,000), i.e 4,921. There are 4 trade unions representing<br />

Transgaz employees:<br />

• Gas Transmission Trade Union Medias;<br />

• SNTGN TRANSGAZ SA Medias Free Trade Union;<br />

• “CERTEH” Medias Research Technology Trade Union;<br />

• “Metan” Medias Professional Trade Union.<br />

The relations between the manager and the personnel are regulated by the Collective<br />

Labour Contract, at company’s level, and by the individual labour contracts of the<br />

company’s employees.<br />

The collective labour contract, at the company’s level, concluded between Transgaz<br />

and its personnel represented by the four trade unions, provides for individual and<br />

collective labour relations and also for the parties’ rights and obligations on:<br />

• conclusion, execution, amendment, suspension and termination of individual<br />

labour contracts<br />

• labour, labour safety and health conditions<br />

• professional training<br />

• work and rest time<br />

• salaries<br />

• service rights and obligations, labour discipline<br />

• employees’ social protection<br />

• other rights and obligations resulted from work relations<br />

• mutual acknowledgements, employer’s and unions’ rights and obligations<br />

Page 17 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

The relations between the company’s manager and employees are in line with the legal<br />

provisions in effect. No conflicts occurred therein during 2007.<br />

1.1.6. Assessment on the environmental impact of Transgaz’ main activity<br />

The implementation of an Environmental Management System (EMS) in Transgaz,<br />

based on the requirements of the International Standard ISO 14001/2005 and certified<br />

by the Romanian Quality Insurance Company in 2006, provided the organizational<br />

framework necessary for rendering practical the company’s environmental<br />

management policy.<br />

Such certification was internationally acknowledged by Deed RO-0529 issued by The<br />

International Certification Network. Transgaz gained certification ISO 14001 for all its<br />

activities and sites and is ranged among the great Romanian companies reaching such<br />

essential goal.<br />

During the 1 st and 2 nd supervisory audits performed by SRAC, the environmental<br />

management system was re-certified according to Standard 14001/2005. The external<br />

audits proved the EMS to operate in compliance with ISO 14001 and to continuously<br />

improve its operation.<br />

In 2007, Transgaz re-updated its environmental policy statement and made it known to<br />

all its personnel, to the public and to other interested parties.<br />

The objectives of the environmental policy aim at maintaining an efficient<br />

environmental management system in compliance with the legal and regulatory<br />

requirements, at preventing pollution and reducing waste and resource consumption.<br />

Such environmental objectives are mainly focused on obtaining environmental permits<br />

or re-updating thereof, obtaining Water Management licenses for crossings and undercrossings,<br />

ranging sound emissions within acceptable limits, improving gas odoration<br />

systems, efficiency and control of such odoration process, reducing air and earth<br />

pollution by ethyl-mercaptane, monitoring pollution sources, assessing site<br />

environmental issues and reducing methane emissions.<br />

Reaching the above-mentioned objectives depends upon practical actions provided in<br />

annual environmental management programmes.<br />

1.1.6.1. Synthetic presentation on the environmental impact of Transgaz’ main<br />

activity<br />

The National Gas Transmission System consists of pipelines together with the<br />

equipment related thereto. The features of the technological processes, the complexity<br />

of activities and their degree of dangerousness, the spread on the entire country’s<br />

territory and this sector’s specific corporate culture stand for key issues related to the<br />

environmental impact of Transgaz’ main activity.<br />

The territorial arrangement of the National Gas Transmission System ensures a<br />

permanent contact and interrelation with the environment, including with the<br />

economic and social sector.<br />

Under normal NTS operating conditions, no contaminants should be discharged in the<br />

air. There could appear potentially polluting accidental emissions in case of faulty<br />

operations, damages or upon execution of various construction and maintenance<br />

works.<br />

Page 18 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

The environmental issues on Transgaz’ sites, identified under normal, accidental<br />

and/or emergency operating conditions, were determined for such cases having a<br />

tremendous impact on the environment. All significantly impacting environmental<br />

issues were taken into account in the determination of preventive and corrective<br />

actions, correlated with environmental objectives and goals included in environmental<br />

management programmes.<br />

1.1.6.2. The key actions and measures for improving the environmental<br />

management and/or mitigating the impact on the environment in 2007<br />

In order to improve activity in such field, various actions were taken in 2007, as<br />

follows:<br />

- ensuring the familiarity with and the observation of the environmental<br />

legislation by all the company’s employees<br />

- notifying authorities and the public of the environmental policy by any means<br />

- monitoring of environmental factors (air, water, noise) according to the<br />

requirements of the environmental permits<br />

- identification of environmental issues on sites and activities<br />

- elaboration of studies for mitigating phonic pollution<br />

- modernization/upgrading works to equipment preventing pollution and<br />

mitigating the negative impact on the environment at national level<br />

- acquisition of absorbents for treatment of land affected by accidental spillage of<br />

oil products from aggregates<br />

- conclusion of contracts on waste taking over from the regional operating<br />

centres<br />

1.1.6.3. The level of compliance with the legislation on environmental protection<br />

Under Order no. 876/2004 of the Ministry of Environment and Water Management on<br />

the approval of the "Procedure for the licensing of activities having a crucial impact on<br />

the environment", respectively Order no 1798/2007 of the Ministry of Environment<br />

and of Development on the approval of the "Procedure for the issuance of<br />

environmental licenses", the gas transmission activity, 6030 CAEN code, shall be<br />

performed exclusively based on environmental license.<br />

Again, under Order no. 860/2002 of the Ministry of Waters and Environmental<br />

Protection on the "Procedure for assessing the impact on the environment and for the<br />

issuance of the environmental agreement", it is necessary to be granted an<br />

environmental agreement in order to be able to start building or mounting works to<br />

new or current sites which involve the change in specifications or capacity.<br />

On the other hand, under Water Law no. 107/1996 and Order no. 662/2006 of the<br />

Ministry of Environment and of Water Management, Transgaz shall commence works<br />

only after having been granted such water management permits. Therefore, Transgaz<br />

holds 114 water management permits for all hydrographical basins and water<br />

crossings.<br />

In order to be granted environmental and water management licenses, Transgaz had<br />

studies and documentation elaborated pursuant to legal requirements.<br />

Page 19 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

In 2007, the total number of sites to be licensed was 508, of which on December 31 st ,<br />

2007, 461 held licenses, and as regards the rest of 47, the necessary documentation for<br />

the annual licensing/re-licensing was submitted to the relevant regional authorities<br />

according to the due date and methodology.<br />

Consequently, there is 100% compliance in what the licensing procedure for<br />

environmental protection is concerned.<br />

The dynamics of the annual licenses for the last three years is graphically illustrated<br />

below:<br />

No. of licenses<br />

<strong>ANNUAL</strong> GROWTH <strong>OF</strong> THE NUMBER <strong>OF</strong> ENVIRONMENTAL LICENSES<br />

600<br />

495<br />

495<br />

508<br />

461<br />

500<br />

398<br />

400<br />

339<br />

300<br />

155<br />

200<br />

100<br />

97<br />

47<br />

0<br />

2005 2006 2007<br />

Year<br />

Total objectives Licensed objectives Objectives to be licensed<br />

1.1.6.4. Fines, accidental occurrences and disputes<br />

In 2007, no fines had to be paid to the environmental protection control authorities, i.e.<br />

The National Environment Guard.<br />

Transgaz was not involved in any environmental disputes.<br />

Due to the permanent supervision of equipment, the personnel being rendered aware of<br />

consequences, the compliance with labour instructions and the relatively normal<br />

weather conditions, no accidental occurrences affecting the environment were<br />

recorded in 2007.<br />

1.1.7. Prospects on Transgaz’ activity<br />

Within the context of Romania’s adhesion to the EU and for the purpose of<br />

implementing strategic objectives essential for Transgaz’ turning into a European<br />

company, the monopoly position of a NTS operator has to be reinforced and Transgaz<br />

has to assert importance at a regional level, by active participation in all European<br />

organizations and in projects of regional or European interest and by fruitful<br />

partnerships with companies in the field.<br />

The more and more numerous international organizations playing an extremely<br />

important role in gathering together all energy market players in order to identify the<br />

key directions towards the creation of a sole domestic European market.<br />

As of 2003 Transgaz is a member of GIE (Gas Infrastructure Europe), which is an<br />

association of the European gas infrastructure operators. Such affiliation proved<br />

beneficial for our company from the point of view of the access to information on the<br />

Page 20 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

concerns of the European gas transmission operators’ and specifically on the ongoing<br />

regulatory projects of the European institutions.<br />

In view of extending Transgaz’ activities within the organization, the following shall<br />

be highlighted:<br />

- more serious involvement by participation in other work groups as well<br />

(besides the study group for the SEE Energy Community)<br />

- organization of the annual association conference in Bucharest, in the 3 rd<br />

trimester of 2008 together with GIE Secretariat (the most important event for<br />

the European infrastructure operators).<br />

Great importance shall be attached to the monitoring of the activities performed by<br />

other organizations in the field, such as IGU (International Gas Union), ECE ONU<br />

Gas Centre, Balkan and Black Sea Gas Association and others. According to the<br />

results of such monitoring process and as deemed appropriate, the company’s joining<br />

such organizations shall be considered.<br />

Transgaz’ main co-operation directions generally aim at achieving new<br />

interconnections with the neighbouring gas transmission systems under mutually<br />

profitable commercial conditions and at participating in major European energy<br />

projects.<br />

To this effect, the following shall be taken into consideration:<br />

- the strengthening of co-operation relationships with Bulgargaz Holding,<br />

Bulgaria in view of completing the interconnection project in the direction<br />

Russe-Giurgiu and in other directions<br />

- the setting of other contacts with Serbia in order to carry out an interconnection<br />

which could possibly lead to the development of the transit on the Romanian<br />

territory (given the fact that Serbia imports gas from the Russian Federation and<br />

that gas transit to Serbia is done on the Hungarian territory), turning Serbia into<br />

a potential client for gas to be transmitted through the Nabucco pipeline<br />

- the participation in the actions which were the basis of MOL’s (Hungaria)<br />

initiative to kick-off a joint project with Geoplin (Slovenia), Bulgargaz<br />

(Bulgaria), Plinacro (Croatia), Serbjagas (Serbia) and BH – Gas (Bosnia &<br />

Herzegovina) for the purpose of developing a regional transmission system (the<br />

NETS Project). The NETS Project aims at improving the gas supply to South-<br />

Eastern Europe and proves beneficial for all parties involved and is based on an<br />

equal-right partnership. The dialogues between operators are in full progress<br />

- the carrying on of the tight co-operation with GAZPROM as regards gas transit<br />

to Bulgaria, Turkey, Greece and Macedonia. A possible direction for the<br />

improvement of such relationship would be to extend the transit capacity or to<br />

jointly develop new transmission/transit directions (for instance to Serbia)<br />

- the establishment of contacts with key equipment suppliers in the European and<br />

world gas industry and of a data base supporting the development of Transgaz’<br />

future investment projects.<br />

Transgaz intends to approach the role, structure and functions of the National<br />

Transmission System in order to ensure a flexible conduct as required by free markets,<br />

in line with the European requirements on the safety of gas supply.<br />

Page 21 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

To this effect, there are certain objectives:<br />

- construction of new gas transmission corridors between the interconnection<br />

points. Such goal shall be achieved by the current pipeline system development<br />

or by building new pipelines in other directions<br />

- building of underground gas storage facilities, other than such facilities meant<br />

to balance the NTS and to supply gas to consumers for the purpose of<br />

increasing the safety of the gas transmission within the context of an<br />

interconnected transmission system.<br />

Page 22 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

CH. 2. TRANSGAZ’ CORPORATE ASSETS<br />

2.1 Location and features of Transgaz’ key output capacities<br />

Transgaz’ main scope of activity is gas transmission.<br />

The gas transmission activity embodies public services of national interest. The<br />

operated infrastructure is of strategic importance and belongs to the state public<br />

domain. Such activity is performed based on an operating license issued by ANRE.<br />

The major components of the national gas transmission system are as follows:<br />

Name of NTS objective/component<br />

Units<br />

(km, no)<br />

Main gas transmission pipelines and gas supply joints 13,110<br />

Operating Gas Metering and Regulating Stations (MRS) 961<br />

Valve Control Stations (VCS, TN) 21<br />

Import Gas Metering Stations (GMS) 2<br />

Metering stations located on the gas transit pipelines (GMS) 6<br />

Gas Compressor Stations (GCS) 6<br />

Cathodic Protection Stations (CPS) 857<br />

Gas Odoration Stations (GOS) 575<br />

The National Gas Transmission System covers the entire country’s territory in a radialcircular<br />

structure briefly described below:<br />

The NTS is operated by means of nine regional operating centres consisting of 53<br />

sectors. From a technological point of view, the NTS comprises 9 regional gas<br />

transmission sub-systems.<br />

Page 23 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

2.2 Description and analysis of the property wear-out extent<br />

2.2.1. Description and analysis<br />

Transgaz operates state-owned public domain assets which are not depreciated under<br />

GD no. 213/1998, except for investments made of own sources in assets subject to<br />

concession agreements. The writing off of expenses by investments made of own<br />

sources in state-owned public assets is calculated over the remaining normal duration<br />

of use or over the validity period of the concession agreement pursuant to the Fiscal<br />

Code.<br />

The tangible fixed assets which are not part of the state public domain are subject to<br />

depreciation under Law no. 15/1994 and have the following normal durations of use:<br />

Assets categories Service life (years)<br />

Buildings and special equipment 40-60<br />

Aggregates and equipment 15-40<br />

Metering and control devices 7-12<br />

Vehicles 5-8<br />

Other tangible assets 3-5<br />

The table below analyses the key objectives of the NTS from the point of view of the<br />

service life:<br />

Service life<br />

Gas<br />

transmission<br />

pipelines (km)<br />

Supply joints (km )<br />

Metering regulating<br />

stations (no.)<br />

> 40 years 4,500 218 109<br />

Between 30 and 40<br />

years<br />

Between 20 and 30<br />

years<br />

Between 10 and 20<br />

years<br />

2,963 225 65<br />

1,944 236 74<br />

762 311 289<br />

< 10 years 1,187 764 424<br />

TOTAL<br />

11,356 1,754<br />

13,110 961<br />

The conclusion is that, out of 13,110 km of gas transmission pipelines, approximately<br />

80% have a long service life, close to their normal service life. The performed<br />

diagnoses underline high levels of tubular material defects, generally caused by<br />

damages to the coating which is also confirmed by the increase in the power<br />

consumption of the cathodic protection stations.<br />

The gas delivery to distributions and end users is ensured by the 961 metering and<br />

regulating stations partly consisting of physically and morally worn-out equipment<br />

which is impossible to integrate into a Supervisory Control and Data Acquisition<br />

System (SCADA). Gas metering within such equipment is usually done by lowperformance<br />

metering systems sometimes leading to biases. The active protection of<br />

the pipelines is provided by cathodic protection stations commissioned simultaneously<br />

Page 24 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

with the pipelines and having worn-out equipment generating higher power<br />

consumption.<br />

The compressor capacity is provided by 6 gas compressor stations located on the main<br />

transmission directions. Such compressor stations are endowed with equipment and<br />

installations manufactured in the 70s, physically and morally worn-out and usually<br />

unlikely to reach the performance required by the transmission parameters.<br />

The gas dispatching within the NTS is done by operations, in the interconnection<br />

nodes of the main pipelines. Such nodes are provided with manually actuated<br />

operation valves and parameter surveillance equipment, most of them being worn-out<br />

from the point of view of performance and safety of operation.<br />

Gas odorisation is generally carried out by “evaporation-type” centralized systems<br />

failing to ensure continuous and controlled odorization which could cause under- or<br />

over-odorization and implicitly increased odorant consumption.<br />

One should notice that although the tangible asset base is rather old, the real technical<br />

conditions of the NTS are properly maintained as a result of accurate maintenance,<br />

rehabilitation and modernization programmes (current repair works and overhauls).<br />

Such programmes were focused on finding state-of-the-art solutions for the choice of<br />

proper technologies and equipment and provided the fact that such<br />

maintenance/modernization/upgrading works would last for a long period because of<br />

the high value of works.<br />

2.2.2. Achievement of the maintenance programme<br />

The asset management applied to the gas transmission activity is a component of the<br />

NTS strategy and aims at ensuring quality gas transmission services under the<br />

European standards and within acceptable risk limits.<br />

The NTS capacity maintenance activity, coordinated as to ensure the level of<br />

performance required for providing maximum operability with minimum costs, is to be<br />

considered within this context. Developed based on the Maintenance Provision<br />

Programme, such activity was structured on 2 chapters: “Maintenance works” and<br />

“Maintenance services”.<br />

The total value of the Maintenace Programme for 2007 was of lei 83,225,001<br />

integrally covered by own sources. This programme included the kick-off of the<br />

Transmission “0” System, by the implementation of a pipeline rehabilitation<br />

programme in the main consumption directions, so that it could operate at 40 bar.<br />

The maintenance programme consisting of the above-mentioned chapters, the<br />

directions of action according to objectives and services and their percentage share are<br />

all shown in the following table:<br />

Page 25 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

Chapter A. Maintenance works<br />

Estimated value<br />

(lei) (%)<br />

Repair works to the main pipelines 61,422,674 80.09<br />

Rehabilitation of the Gas Metering-Regulating Stations, of the<br />

Technological Nodes and of the Gas Metering Stations<br />

Repair works to special buildings related to Gas Metering-Regulating<br />

Stations and Valve Control Stations<br />

9,102,504 11.87<br />

120,000 0.16<br />

Repair works to cathodic protection stations 1,900,000 2.48<br />

Repair works to buildings 4.000.000 5.22<br />

Works for environmental protection 100,000 0.13<br />

Repair and maintenance works to stations 50,000 0.07<br />

TOTAL WORKS 76,695,178 100.00<br />

Chapter B. Maintenance services<br />

Repair works to gas compressor units 550,000 8.42<br />

Repair works to special buildings and technological equipment related to<br />

Gas Metering-Regulating Stations and Valve Control Stations<br />

Repair works to machines, service equipment, metering and control<br />

devices and other services<br />

745,000 11.41<br />

735,000 11.26<br />

Repair works to gas metering systems 300,000 4.59<br />

Means of transport 1,500,000 22.97<br />

Survey and project services 1,500,000 22.97<br />

Pipeline diagnosis services 1,000,000 15.31<br />

Diagnosis services to unpigable pipelines 10,000 0.01<br />

Gas quality and environmental services 49,823 0.76<br />

Fire Fighting and Prevention Services 100,000 1.53<br />

Nondestructive welding control services 30,000 0.46<br />

Pipeline cleaning special operations 10,000 0.01<br />

TOTAL SERVICES 6,529,823 100.00<br />

TOTAL MAINTENANCE PROGRAMME 83,225,001<br />

The achievement of the maintenance programme for 2007 is synthetically illustrated<br />

below:<br />

*lei*<br />

Forecasted<br />

Achieved<br />

Third parties Own sources Total<br />

Maintenance works 76 ,695,178 71,823,176 10,597,106 82,489,891<br />

Maintenance services 6,529,823 4,737,529 2,332,080 7,069,609<br />

TOTAL 83,225,001 76,560,705 12,929,186 89,489,891<br />

The chapter “Maintenance works” provides for equipment replacing activities and<br />

inspections performed during off-peak periods (warm season) in order to cover gas<br />

consumption peaks (cold season).<br />

The services performed under the maintenance programme were primarily meant to<br />

support service activities for the entire equipment of the NTS and to maintain nominal<br />

transmission capacities by provision and implementation of modern cleaning<br />

technologies.<br />

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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

Consequently, the elaboration and completion of the maintenance programme focused<br />

on boosting the efficiency of the repair works, on reasonably using the allocated funds<br />

and on correlating with Transgaz’ investment programme.<br />

The deadlines for completion of works, as provided in contracts, were generally<br />

observed. Delays thereto were objectively justified (unfavourable weather conditions,<br />

priority of other works, etc.) without endangering gas transmission capacity, over peak<br />

periods.<br />

The maintenance works were supervised by all Transgaz’ departments involved, in<br />

close co-operation with the contracted constructors and service providers specified in<br />

the maintenance programme.<br />

2.2.3. Investment programme<br />

The scientific and engineering research activity, in the field of gas transmission,<br />

playing an important role in the Romanian medium and long-term Energy Strategy, is<br />

mainly directed at NTS development, rehabilitation, modernization and safety increase<br />

by:<br />

building of new transmission pipelines, high pressure joints and meteringregulating<br />

stations necessary for the gas supply to new distributions;<br />

construction of land equipment and transmission pipelines related to underground<br />

gas storage facilities;<br />

modernization of gas metering systems and equipment;<br />

development of new compressor capacities and upgrading of the current<br />

compressor stations;<br />

modernization of technological nodes;<br />

modernization and automation of the cathodic protection stations;<br />

gas odorisation;<br />

implementation of new processes and technologies;<br />

environmental protection, labour security and health.<br />

According to the programme data of the Romanian medium-term Energy Strategy (up<br />

to 2013), the scientific and engineering research activity within the Research,<br />

Engineering and Regulation Department shall be focused on great complexity strategic<br />

works:<br />

• construction, on the Romanian territory, of transit capacities integrated into the<br />

Caspian-Western Europe gas transmission corridor (Nabucco project);<br />

• completion of the Szeged (Hungaria) - Arad (Romania) pipeline;<br />

• Negru Vodă IV Import Gas Station;<br />

• Romania - Ukraine (Siret region) interconnection pipeline;<br />

• rehabilitation of the DN 1000 mm Isaccea - Negru Vodă transit pipeline.<br />

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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

Currently, the engineering activity covers approximately 70% of the total design works<br />

provided in the investment development-modernisation programme and in the NTS<br />

maintenance programme.<br />

The engineering activity is intended to cover approximately 80% of the total design<br />

works necessary for the development of the NTS up to 2009, and to reach 90% in<br />

2011.<br />

In order to achieve such objectives and to extend and improve the research and<br />

engineering activities, the following actions shall be taken:<br />

increase in the number of qualified personnel by attracting highly professional<br />

specialists;<br />

qualification of the personnel by training courses;<br />

carrying on the professional certification of researchers and designers;<br />

endowment of the Research, Engineering and Regulation Department with technical<br />

and scientific means.<br />

The total value of the investment expenses for the period under analysis according to<br />

the approved Revenue and Expense Budget was of lei 188,659.12 thousand, and the<br />

achieved value was of lei 200,849.99 thousand, also including the amount of lei<br />

43,204.33 thousand related to the NTS connection equipment according to the<br />

regulation on the access to the NTS approved by GD no. 1043/2004.<br />

On December 31 st , 2007 the investment expenses were as follows:<br />

*thousand lei *<br />

Forecasted Achieved<br />

‣ Total investment, of which: 188,659.12 200,849.99<br />

• Connection equipment according to the regulation on<br />

the access to the NTS 43,204.33<br />

‣ Investment loan reimbursement 51,825.61 48,415.95<br />

TOTAL 240,484.73 249,265.93<br />

The financing sources for investment expenses were as follows:<br />

*thousand lei *<br />

Forecasted Realizat<br />

‣ Net profit appropriated for own financing 95,980.53 107,489.51<br />

‣ Depreciation 73,904.20 73,448.10<br />

‣ Bank loans: 70,600.00 52,950.00<br />

‣ NTS connection tariff 43,204.33<br />

TOTAL 240,484.73 277,091.94<br />

The key completed and accepted objectives for the NTS development and<br />

modernization in 2007, were as follows:<br />

- Filiasi - Strehaia - Dobeta Turnu Severin gas transmission pipeline;<br />

- transmission pipeline for gas supply to Giurgiu;<br />

- Căpâlna – Stei gas transmission pipeline;<br />

- Modernisation of the Isaccea II – Import Gas Metering Station;<br />

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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

- transmission pipeline for gas supply to Fetesti;<br />

- Corbu Valve Control Station;<br />

- Onesti Compressor Station;<br />

- Băcia Technological Node;<br />

- Coroi Technological Node.<br />

The growth of investment expenses during 2005-2007 and their financing sources<br />

were as follows:<br />

*thousand<br />

lei*<br />

SPECIFICATIONS 2005 2006 2007<br />

Total investment expenses, of which: 292,909 228,053 249,266<br />

Investments 242,782 176,870 200,850<br />

Reimbursement of loan installments 50,127 51,183 48,416<br />

Total investment sources, of which: 292,909 228,053 277,092<br />

Own sources,of which: 273,688 202,163 224,142<br />

- net profit to be appropriated for own financing sources 67,039 116,522 107,490<br />

- asset depreciation 62,650 70,119 73,448<br />

-dividends associated to 2003 and 2004, withheld for<br />

financing investment under GEO no. 137/2004 96,423 15,522<br />

- own sources from the previous years 47,576<br />

- other sources 43,204<br />

Bank Loans 19,221 25,890 52,950<br />

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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

CH. 3. THE MARKET <strong>OF</strong> THE SECURITIES ISSUED BY TRANSGAZ<br />

Transgaz is the second state-owned company of the utility sector. In order to achieve<br />

the strategic objectives specified in the governmental programme “A Strong Market” –<br />

“Capital Market Development”, Transgaz promoted a primary initial public offering<br />

for sales of stock, i.e. 10% of the increased share capital, as provided by GD<br />

no.1329/2004 on the proxy of the involved public institution and on the approval of<br />

the public offering privatization strategy of companies included in the portfolio of the<br />

Ministry of Economy and Commerce, amended by GD no. 708/2005.<br />

In the context of the capital market development, the listing of the sole Romanian gas<br />

transmission operator on the Bucharest Stock Exchange proved to be a strategic<br />

decision, of great importance both for the company’s prospects and for stock exchange<br />

capitalization increase.<br />

The company’s being traded on the regulated market managed by the Bucharest Stock<br />

Exchange is an acknowledgement of its efficiency, significance and role played in the<br />

domestic and international business environment and also an additional safe sorce for<br />

the financing of the investment programmes and for the company’s development.<br />

The IPO developed during November 26 th , 2007 - December 7 th , 2007 was endorsed<br />

by the Romanian National Securities Commission under Decision no. 2199/14.11.2007<br />

and Decision no. 2266/21.12.2007 and was executed pursuant to the capital market<br />

legislation.<br />

The IPO turned into a great success for the Romanian capital market from the<br />

following points of view:<br />

IPO with the highest value of the offering exposed for sale;<br />

IPO with the heaviest stock demand of Romania;<br />

The first IPO in Romania, with a new financial instrument attached thereto, i.e. the<br />

so-called “allocation rights”.<br />

3.1. Features and growth of the securities issued by Transgaz on the regulated<br />

market managed by the Bucharest Stock Exchange<br />

Given the fact that such event has set a record in the company’s history, the IPO<br />

balance sheet illustrates data and information related to the securities issued by the<br />

company, as follows:<br />

• Transgaz’ IPO was the first IPO in the history of Bucharest Stock Exchange to<br />

trade allocation rights, thus allowing investors to trade such rights prior to the start<br />

of the actual share transactions, the conversion ratio being 1 right to 1 share;<br />

• The number of shares exposed for sale through Public Offering was of 1,177,384<br />

shares, standing for 10% of the increased share capital;<br />

• Price of shares: lei 191.92 /share;<br />

• Total value of the shares exposed for sale: lei 225,963,537.28 ~ Є 65 million;<br />

• Subscription period: November 26 th , 2007 – December 7 th , 2007;<br />

• Subscription tranches: high subscription tranch - 60% of the offering- any<br />

subscription of over lei 500,000 and low subscription tranch - 40% of the<br />

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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

offering – any subscription between lei 2,112.12 (equivalent of 11 shares) and lei<br />

500,000;<br />

• Allocation method: pro-rata according to the extent of oversubscription;<br />

• Intermediary: Raiffeisen Capital & Investment Bucharest;<br />

• Distribution group: Raiffeisen Capital & Investment Bucharest; Intercapital<br />

Invest; Raiffeisen Bank;<br />

• The offering is deemed successful as upon the date of closing thereof,<br />

minimum 90% of the shares were subscribed;<br />

• Transaction date: December 11 th , 2007;<br />

• Settlement date: December 14 th , 2007; (beginning of the period for restituting the<br />

oversubscribed amounts with no shares allocated thereto, period ending on<br />

December 19 th , 2008);<br />

• Destination of funds from offering: financing support for the investment<br />

programme for 2008;<br />

• Outcome of subscription: the total offering was oversubscribed approximately<br />

28 times, of which the low tranch was oversubscribed 11.3277 times, the high<br />

tranch being oversubscribed 38.9796 times;<br />

• Value of the IPO subscription: lei 6.4 billion approx. euro 1.8 billion;<br />

• Total number of subscriptions: 12,089 of which: 96% to the low tranch and 4%<br />

to the high tranch;<br />

• Listing: - allocation rights: Bucharest Stock Exchange, Rights Section, 3 rd<br />

category;<br />

- stocks: Bucharest Stock Exchange, Stocks Section, 1 st category;<br />

• The “Fondul Proprietatea SA” (The Ownership Fund) shareholder exercised its<br />

preference right proportionally with the interest in the share capital, i.e. for<br />

207,572 shares integrally subscribed to a price discounted by 1% as opposed to<br />

the offering price, settled as a lock-up for 6 months subsequently to the stock<br />

listing on the Stock Exchange;<br />

• The trading of 1,384,956 allocation rights started on December 19 th , 2007 and<br />

ended on December 21 st , 2007 upon closing of the Stock Exchange activity to be<br />

resumed in January 2008;<br />

• The allocation rights were transactioned under TGNRO1 symbol;<br />

• The allocation rights were registered with the National Securities Commission by<br />

security registration certificate no. 3368/14.12.2007, thus Transgaz turned into a<br />

publicly-owned company;<br />

• The share capital of SNTGN Transgaz SA increased by lei 13,849,560 following<br />

IPO process, i.e. from lei 103,888,880 to lei 117,738,440 according to the Mention<br />

Registration Certificate no. 51657/27.12.2007, issued by the Commercial Register<br />

Sibiu;<br />

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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

• Following the IPO, Transgaz’ shareholding structure and interest in the share<br />

capital changed as follows:<br />

- The Ministry of Economy and Finance 75%;<br />

- SC Fondul Proprietatea SA Bucharest (The Ownership Fund) 15%;<br />

- Other shareholders, natural and legal persons (free-float) 10%.<br />

Transgaz’ share capital consists of 11,773,844 ordinary, dematerialized, indivisible,<br />

registered shares, freely tradeable as of the date of admission to trading on the<br />

regulated market managed by the Bucharest Stock Exchange, with a nominal value of<br />

lei 10/share, integrally paid upon issuance date. Each share grants the holder a voting<br />

right under the relevant legislation.<br />

At the end of 2007, Transgaz’ shareholding structure consisted of 10,300<br />

shareholders.<br />

The shareholders’ register was held by the company until September 19 th , 2007 and<br />

after such date it was held by the SC Depozitarul Central SA according to the contract<br />

concluded with the latter.<br />

Progress of allocation rights trading<br />

Regulated market<br />

Sector<br />

Category<br />

Symbol<br />

ISIN Code<br />

Bucharest Stock Exchange<br />

Stocks<br />

3 - rights<br />

TGNRO1<br />

ROTGNTRGH010<br />

The 1 st trading day of the allocation rights attached to the securities issued by<br />

Transgaz, within the Bucharest Stock Exchange, closed under the price of lei<br />

294.80/share, which meant an increase by 53.6% compared to the public offering<br />

issuance price.<br />

The last trading day of 2007 closed under the price of lei 335/share, that is a more<br />

substantial increase, by 74.55%, as opposed to the issuance price.<br />

Given the fact that the trading of allocation rights started on December 19 th , 2007 and<br />

that there were only three trading days in 2007, from the point of view of the stock<br />

exchange liquidity of the allocation rights attached to Transgaz’ shares, on December<br />

31 st , 2007, the case was as follows:<br />

Total value of transactions - lei 82,415,789<br />

Daily average value of transactions – 27,471,930<br />

lei<br />

Total value of transactions – number 4,465<br />

Traded average volume - number 1,488<br />

Transgaz had never effected any transactions of own shares until the end of 2007, as it<br />

had not held any shares by then.<br />

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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

According to the relevant regulations, as regards operations for acquisition or selling<br />

of securities issued by a company admitted for trading on the regulated market which<br />

cause the voting rights held by a person to reach, go beyond or fall behind 5%, 10%,<br />

20%, 33%, 50%, 75%, or 90% of the total voting rights, such person shall<br />

simultaneously notify, within maximum 3 working days from the date of acquiring<br />

knowledge of such operation, the company, the National Securities Commission and<br />

the regulated market where the relevant securities are traded.<br />

Transgaz did not get any notice to this effect in 2007.<br />

Growth of the prices for TGNRO1 allocation rights<br />

350.000<br />

340.000<br />

330.000<br />

320.000<br />

310.000<br />

300.000<br />

290.000<br />

280.000<br />

270.000<br />

260.000<br />

250.000<br />

Price<br />

19.12.2007 20.12.2007 21.12.2007 Trading day<br />

Opening price Mimum price Maximum price Closing price<br />

In order to facilitate dialogue with shareholders, potential investors, financial analysts<br />

and investment consultants, Transgaz used electronic communication means, i.e. the e-<br />

mail.<br />

The company’s web page is under reconstruction so that all shareholders should<br />

benefit from equal, politically correct and transparent treatment and access to data on<br />

the company’s activity.<br />

3.2. Description of Transgaz’ policy on dividends<br />

The appropriation of the company’s net accounting profit is done according to GEO<br />

no. 64/2001 on the profit appropriation within national companies with capital<br />

integrally or partially owned by the state, in the following directions:<br />

‣ Legal reserves;<br />

‣ Covering of accounting loss on the previous years;<br />

‣ Other appropriations under law;<br />

‣ Up to 10% for the employees’ share in profits, but no more than an average<br />

salary at the company’s level, multiplied by the average number of personnel<br />

recorded for 2007;<br />

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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

‣ dividends of minimum 50% for shareholders;<br />

‣ other reserves representing own financing sources.<br />

The company registers and pays dividends appropriated from the net profit, only<br />

following approval of the annual financial statements within the general meeting of the<br />

shareholders.<br />

Account of dividends appropriated from the net profit, during 2005-2007:<br />

2005 2006 2007 (proposal)<br />

Appropriated dividends (lei) 71,388,676 121,384,642 113,735,333<br />

3.3. Transgaz’ intention to purchase own shares<br />

Transgaz has no intention to purchase own shares.<br />

3.4. Number and nominal value of the shares issued by the parent company and<br />

held by subsidiaries<br />

There are no subsidiaries in Transgaz’ organizational structure.<br />

3.5. Bonds and/or other receivables<br />

Transgaz did not issue any bonds or other receivables within the assessed period.<br />

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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

CH.4. COMPANY’S <strong>MANAGEMENT</strong><br />

4.1. Introduction of administrators<br />

List of company’s administrators in 2007:<br />

1. MUNTEAN FLORIN NICOLAE - 01.01.2007-21.05.2007;<br />

2. SCHMIDT VICTOR ALEXANDRU - 01.01.2007-27.03.2007, chairman of the<br />

Board of Administration;<br />

3. APAN IOANA - 01.01.2007- 27.03.2007;<br />

4. SIMESCU NICOLAIE - 01.01.2007- including now;<br />

5. IANDA ELENA - 01.01.2007-including now;<br />

6. COSMEANU STEFAN - 27.03.2007-21.05.2007, chairman of the Board of<br />

Administration;<br />

7. ZIDARU CONSTANTIN - 27.03.2007 - including now;<br />

8. TURDEAN NICOLAE - 27.03.2003 (appointed as member of the Board of<br />

Administration) from 21.05.2007 - including now - chairman of the Board of<br />

Administration;<br />

9. LOGHIN GHEORGHE - 21.05.2007- 23.07.2007;<br />

10. RUSU IOAN - 21.05.2007 - including now.<br />

4.1.a). Administrators’ CVs<br />

The CVs of the following current administrators shall be attached hereto:<br />

a) Turdean Nicolae<br />

b) Ianda Elena<br />

c) Rusu Ioan<br />

d) Simescu Nicolaie<br />

e) Zidaru Constantin.<br />

4.1.b). Agreements/arrangements or special family relationships<br />

Pursuant to the data provided by the above-mentioned members of the executive<br />

management:<br />

There is no arrangement or family relationship between such person and a third<br />

party due to whom such person was appointed as member of the executive<br />

management;<br />

No member of the executive management was convicted of frauds committed<br />

within the last five years;<br />

There are no procedures regarding such person’s capacity to execute<br />

responsibilities.<br />

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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

4.1.c). Share of the Administrators in Transgaz’ capital<br />

The table below illustrates the account of shares held by the company’s administrators:<br />

Tag<br />

No. of shares held on Interest in the<br />

Administrators<br />

no.<br />

07.01.2008 company’s capital (%)<br />

1. Turdean Nicolae - -<br />

2. Ianda Elena - -<br />

3. Zidaru Constantin 230 0.00195<br />

4. Simescu Nicolaie 9 0.000076<br />

5. Rusu Ioan 2508 0.02130<br />

4.1.d). List of persons affiliated to the company<br />

1. NABUCCO GAS PIPELINE INTERNATIONAL, headquartered in Viena, is a<br />

company where Transgaz has interest of 20%. The scope of activity of Nabucco Gas<br />

Pipeline International is the development of the “Nabucco” project;<br />

2. SC MEBIS SA Bistrita, headquartered in Bistrita, is a company where Transgaz has<br />

interest of 17.47%. Such company’s scope of activity is the manufacture of metal<br />

framework and complex welded assemblies and hydraulic products.<br />

4.2. Members of the executive management<br />

The following persons are members of the executive management:<br />

Tag<br />

no.<br />

Name and surname Position Division/Direction<br />

1. Pavloschi Vlad Director Research, Engineering and Regulation<br />

Division<br />

2. Lata Ilie Director Maintenance Division<br />

3. Chetan Ioan Director Operating Division<br />

4. Pintican Liviu Director Gas Transit Division<br />

5. Tomos Ioan Director Development Division<br />

6. Moldovan Radu Director Economic Division<br />

7. Rosu Elena Director Legal Direction<br />

8. Mohan Aurel Director Environment and Labour Quality, Safety<br />

and Health Direction<br />

9. Stefanescu Ioan Director Strategy, Organization and International<br />

Co-operation Direction<br />

10. Chis Ioan Director Human Resource Direction<br />

11. Deac Dorin Director Informatics Technology Direction<br />

12. Florea Vasile Director Regulation Direction<br />

13. Patarniche Mihai Director Maintenance - Operation Direction<br />

14. Stroia Gheorghe Marius Director Bucharest Gas Dispatching Centre<br />

15. Cosma Emil Florin Director National Gas Dispatching Centre<br />

16. Tataru Ion Director Works Execution Direction<br />

17. Mates Angela Director Accounting Direction<br />

18. Marin Dumitru Director Budget - Finance Direction<br />

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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

The members of the executive management have individual labour contracts<br />

concluded for undetermined duration.<br />

Both the managing and the execution personnel within Transgaz might be appointed,<br />

employed and displaced by the Director General.<br />

4.2.c). Members of Transgaz’ executive management, including regional offices<br />

and number of shares held<br />

Tag<br />

no.<br />

Name and surname<br />

Position/Division/<br />

Direction<br />

No. of<br />

shares on<br />

07.01.08<br />

Interest<br />

share (%)<br />

1. Rosu Elena Director / Legal Direction - -<br />

2. Chis Ioan Director / Human Resource Direction - -<br />

3. Mohan Aurel<br />

Director / Environment and Labour Quality,<br />

Safety and Health Direction<br />

17 0.00014<br />

4. Stefănescu Ioan Director / Strategy, Organisation Direction 106 0.00090<br />

5. Deac Dorin Vasile Director /Informatics Technology 17 0.00014<br />

6. Pavlovschi Vlad<br />

Director/ Research, Engineering and<br />

Regulation Department<br />

230 0.00195<br />

7. Novac Mircea Chief Engineer/ Designing - -<br />

8. Florea Vasile Vladimir Director / Regulation Direction - -<br />

9. Fodor Iuliu Chief Engineer / Research - -<br />

10. Lata Ilie Director / Operating Division 46 0.00039<br />

11. Patârniche Mihai Director / Maintenance-Operation Direction 97 0.00082<br />

12. Moldovan Gheorghe Chief Engineer / Gas Compression - -<br />

13. Chetan Ioan Director / Operating Division - -<br />

14. Stroia Gh. Marius Director / Bucharest Gas Dispatching Centre - -<br />

15. Cosma Emil Florin Director / National Dispatching Centre - -<br />

16.<br />

Pintican Juga Liviu<br />

Traian<br />

Director / Gas Transit Division - -<br />

17. Tomos Ioan Tudor Director / Development Division 41 0.00035<br />

18. Tătaru Ion Director / Works Execution Direction 25 0.00021<br />

19. Medesan Vasile Chief Engineer / Works Execution Direction - -<br />

20. Moldovan Radu Costică Director / Economic Division 5,481 0.04655<br />

21. Mates Angela Director / Accounting Direction 229 0.00194<br />

22. Marin Dumitru Director / Budget-Finance Direction 1,817 0.01543<br />

23. Gherghe Dumitru Doru Director / Constanta Transit Regional Office - -<br />

24. Păunescu Farida<br />

Chief accountant/ Constanta Transit<br />

Regional Office<br />

- -<br />

25. Polosan Zaharie Director / Medias Regional Office - -<br />

26. Bucur Adrian Chief Engineer / Medias Regional Office - -<br />

27. Popa Amalia Daniela Chief accountant/ Medias Regional Office - -<br />

28. Andrei Romeo Director / Constanta Regional Office - -<br />

29. Buneci Doina Chief accountant/ Constanta Regional Office - -<br />

30. Tandrău Marcel Director / Cluj Regional Office - -<br />

31. Călburean Ioan Chief engineer/ Cluj Regional Office - -<br />

32. Negrea Felicia Contabil Sef / Cluj Regional Office - -<br />

33. Bacila Ioan Nicolae Director / Arad Regional Office - -<br />

34. Bachios Gheorghe Chief engineer/ Arad Regional Office - -<br />

35. Condrea Maria Chief accountant/ Arad Regional Office - -<br />

36. Cristolovean Gheorghe Director / Brasov Regional Office 230 0.00195<br />

37. Popescu Florin Chief engineer/ Brasov Regional Office - -<br />

38. Vatavu Ioan Chief accountant/ Brasov Regional Office - -<br />

39. Baldea Dan Iulian Director / Bucharest Regional Office - -<br />

40. Bărbulescu Paul Chief engineer/ Bucharest Regional Office - -<br />

41. Bandol Elisabeta Chief accountant/ Bucharest Regional Office - -<br />

42.<br />

Dimitriu Alexandru-<br />

Florentin<br />

Director / Bacău Regional Office - -<br />

43. Bucătaru Aurel Chief engineer/ Bacău Regional Office 27 0.00023<br />

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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

44. Frunceac Liliana Chief accountant/ Bacău Regional Office - -<br />

45. Nită Viorel Director / Craiova Regional Office 5 0.00004<br />

46. Fratostiteanu Angelo Chief engineer/ Craiova Regional Office - -<br />

47. Stancu Mihaela Chief accountant/ Craiova Regional Office - -<br />

48. Moraru Mihai Director / Brăila Regional Office - -<br />

49. Gurgu Victorel Chief engineer/ Brăila Regional Office - -<br />

50. Parisescu Nelida Chief accountant/ Brăila Regional Office - -<br />

51. Dropol Mircea Consultant 50 0.00042<br />

Page 38 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

CH.5. FINANCIAL ACCOUNTING STATEMENT<br />

5.1. Comparative analysis of the economic financial statement within the last 3<br />

years<br />

5.1.1. Balance sheet items<br />

The account of the balance sheet items for 2005-2007 is as follows:<br />

Name of ratio<br />

31.12.2005 31.12.2006 31.12.2007<br />

lei lei lei<br />

Dynamics (%)<br />

0 1 2 3 4=2/1 5=3/2 6=3/1<br />

Intangible assets 500,986,340 501,897,730 497,865,672 100.18 99.20 99.38<br />

Tangible assets 1,288,739,302 1,404,088,759 1,536,914,804 108.95 109.46 119.26<br />

Financial assets 808,381 180,645 939,496 22.35 520.08 116.22<br />

Fixed assets 1,790,534,023 1,906,167,134 2,035,719,972 106.46 106.80 113.69<br />

Stocks 42,237,920 36,851,972 31,320,289 87.25 84.99 74.15<br />

Receivables 149,085,505 162,230,392 175,780 ,842 108.82 108.35 117.91<br />

Short term financial<br />

investments<br />

0 0 0 0.00 0.00 0.00<br />

Cash and bank accounts 66,193,524 79,265,886 366,618,710 119.75 462.52 553.86<br />

Floating assets -TOTAL 257,516,949 278,348,250 573,719,841 108.09 206.12 222.79<br />

Expenses in advance 567,109 644,525 866,461 113.65 134.43 152.79<br />

Liabilities to be paid<br />

within one year<br />

287,876,885 294,222,446 311,163,974 102.20 105.76 108.09<br />

Floating assets,<br />

respectively net current -32,387,334 -17,195,515 259,097,372 53.09 x x<br />

liabilities<br />

Total assets minus net<br />

1,742,251,027<br />

current liabilities<br />

1,839,827,945 2,294,817,344 105.60 124.73 131.39<br />

Liabilities to be paid 680,100,839 623,935,301 608,662,481 91.74 97.55 89.50<br />

within more than a year<br />

Provisions 28,596,986 17,592,891 27,173,940 61.52 154.46 95.02<br />

Revenues in advance 18,490,169 51,109,518 96,373,889 276.41 188.56 521.22<br />

Capital and reserves<br />

Subscribed and paid-up<br />

103,803,200 103,830,370 117,738,440 100.03 113.39<br />

capital<br />

113.42<br />

Capital premium 0 0 251,933,300<br />

Reserves from reassesment<br />

84.68<br />

116,100,786 106,277,055 98,309,305 91.54 92.50<br />

Reserves 652,741,912 760,861,431 888,133,215 116.56 116.73 136.06<br />

Reported outcome 160,907,304 -10,576,196 -10,407,110 x 98.40 x<br />

Outcome of the financial<br />

138,447,085 237,912,527 224,006,454 171.84 94.15<br />

year<br />

161.80<br />

Profit appropriation 138,447,085 5,434 2,781,614<br />

Own capital 1,033,553,202 1,198,299,753 1,566,931,990 115.94 130.76 151.61<br />

Public assets 0 0 0<br />

Total capital 1,033,553,202 1,198,299,753 1,566,931,990 115.94 130.76 151.61<br />

Intangible assets<br />

Under the Pipeline Concession Agreement approved by GD no.668/20.06.2002 and<br />

under Order no. 1752/2005 of the Ministry of Finance, amended by Order no.<br />

2374/2007 of the Ministry of Economy and Finance, the public domain pipelines were<br />

registered with intangible assets.<br />

Page 39 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

In the progress of 2007, following annual inventory and suggestions made by the<br />

company to the National Agency for Mineral Resources, the transfer of pipelines from<br />

the state public domain to the state private domain, amounting to lei 7,218,785.69 and<br />

reflected in the decrease in intangible assets as opposed to 2006 was approved by GD<br />

no. 1523/12.12.2007.<br />

Following the initial public offering process, the value of the intangible assets<br />

increased by the commission paid to the financial intermediary under the<br />

intermediation contract.<br />

Tangible assets<br />

The tangible assets recorded an increase as opposed to 2006 as a result of:<br />

Asset commissioning during 2007;<br />

Transfer to the company’s domain of lands based on ownership certificates<br />

issued by the Ministry of Economy and Finance.<br />

Receivables<br />

On December 31 st , 2007 the receivables balance increased as opposed to 2006, due to<br />

the application of a new transmission tariff as of October 1 st , 2007. At the same time,<br />

the outstanding receivables decreased as opposed to 2006, by cashing-in of receivables<br />

from SC Termoelectrica SA.<br />

Cash and bank accounts<br />

On December 31 st , 2007, the cash available in bank accounts substantially increased as<br />

opposed to 2006. Such increase is firstly justified by cashing-in of outstanding<br />

receivables and secondly by cashing-in of amounts from the initial public offer of<br />

shares, developed within November 26 th - December 7 th , 2007.<br />

Short term liabilities<br />

The liabilities to be paid within a year raised as opposed to December 31 st , 2006. Such<br />

raise is justified by a 5-10% increase in the oil royalty for trimester IV of 2007, as<br />

opposed to the same period of 2006.<br />

Lond-term liabilities<br />

Liabilities to be paid within more than a year recorded a slight decrease as opposed to<br />

2006, which is justified by:<br />

Decrease in long-term bank loans;<br />

Diminishing of liabilities related to the Concession Agreement, by transferring of<br />

pipelines to be retired, from the state public domain to the state private domain.<br />

Page 40 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

On December 31 st , 2007, the long and medium term loans commited by Transgaz were<br />

as follows:<br />

Tag<br />

Balance on<br />

Bank Currency Value of loan<br />

no.<br />

31.12.2007<br />

1. IRDB USD 6,933,684.00 3,554,913.17<br />

2. GAZPROMBANK RUSSIA USD 48,340,434.44 14,291,954.84<br />

3. GAZPROMBANK RUSSIA USD 67,000,000.00 21,709,804.06<br />

4. EFIBANCA ITALY EUR 3,106,007.10 866,940.00<br />

5. EFIBANCA ITALY EUR 3,187,500.00 1,646,298.53<br />

6. EFIBANCA ITALY EUR 2,127,720.00 1,063,860.00<br />

7. RAIFFEISEN BANK ROMANIA EUR 1,140,935.45 426,895.45<br />

8. ABN AMRO BANK ROMANIA EUR 6,436,919.95 4,425,382.45<br />

9. UNICREDIT TIRIAC ROMANIA RON 100,600,000.00 52,950,000.00<br />

Own capital<br />

The subscribed and paid-up capital increased on December 31 st , 2007 as opposed to<br />

December 31 st , 2006 as follows:<br />

- The listing of lands amounting to lei 58,510, for which ownership deeds have<br />

been obtained, under the company’s share capital;<br />

- The issuance of new shares by primary initial public offering amounting to lei<br />

13,849,560.<br />

The premium for share issuance, by initial public offering, amounting to lei<br />

251,933,300, was listed under Capital Premium and stands for the difference between<br />

the nominal value (lei 10) and the subscription value of the shares (lei 191.92).<br />

The reserves recorded an increase following the appropriation of 5% of the profit for<br />

2007 to the legal reserve and the listing of a net profit share for 2006 under Other<br />

Reserves.<br />

5.1.2. Profit and loss account<br />

The operating revenues are resulted from the following activities:<br />

Gas transmission;<br />

International gas transit;<br />

Import gas delivery;<br />

Other operating revenues.<br />

Page 41 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

The Profit and loss account for 2005-2007 is as follows:<br />

Tag<br />

Achieved (lei)<br />

Specification<br />

Dynamics (%)<br />

no.<br />

2005 2006 2007<br />

0 1 2 3 4 5=3/2 6=4/3 7=4/2<br />

1. TOTAL revenues, of<br />

which:<br />

800,729,114 982,295,999 1,064,236,983 122.68 108.34 132.91<br />

1.1 Operating revenues 787,767,495 941,199,966 1,051,656,687 119.48 111.74 133.50<br />

1.2 Financial revenues 12,961,619 41,096,033 12,580,296 317.06 30.61 97.06<br />

1.3 Extraordinary revenues - - - - - -<br />

2. TOTAL expenses, of<br />

which:<br />

625,671,377 696,005,832 794,906,765 111.24 114.21 127.05<br />

2.1 Operating expenses 589,761,151 675,881,508 780,369,561 114.60 115.46 132.32<br />

2.2 Financial expenses 35,910,226 20,124,324 14,537,204 56.04 72.24 40.48<br />

2.3 Extraordinary expenses - - - - - -<br />

3. GROSS PR<strong>OF</strong>IT, of<br />

which:<br />

175,057,737 286,290,167 269,330,218 163.54 94.08 153.85<br />

3.1 Operating outcome 198,006,344 265,318,458 271,287,126 133.99 102.25 137.01<br />

3.2 Financial outcome -22,948,607 20,971,709 -1,956,908 x x 8.54<br />

3.3 Extraordinary outcome - - - - - -<br />

4. TAX ON PR<strong>OF</strong>IT 36,610,652 48,377,640 45,323,764 132.14 93.69 123.80<br />

5. NET PR<strong>OF</strong>IT 138,447,085 237,912,527 224,006,454 171.84 94.15 161.80<br />

Operating revenues<br />

Operating revenues achieved during 2005-2007:<br />

Tag<br />

no.<br />

Achieved<br />

Specification<br />

2005 2006 2007<br />

Dynamics (%)<br />

0 1 2 3 4 5=3/2 6=4/3 7=4/2<br />

1. Revenues from<br />

transmission<br />

- thousand cm 16,447,067 15,237,343 14,546,575 92.64 95.47 88.44<br />

- lei 510,193,093 620,810,631 735,133,766 121.68 118.42 144.09<br />

- lei/1000 cm 31.02 40.74 50.54 131.34 124.04 162.91<br />

2. Revenues from transit<br />

- lei 219,545,884 212,666,684 190,267,099 96.87 89.47 86.66<br />

3. Revenues from gas<br />

deliveries<br />

- thousand cm 60,182 86,949 156,764 144.48 180.29 260.48<br />

- lei 36,835,658 71,623,279 110,296,420 194.44 154.00 299.43<br />

- lei/1000 cm 612.07 823.74 703.58 134.58 85.41 114.95<br />

4. Other operating<br />

revenues<br />

- lei 21,192,860 36,099,371 15,959,401 170.34 44.21 75.31<br />

5. TOTAL OPERATING<br />

REVENUES<br />

787,767,495 941,199,965 1,051,656,687 119.48 111.74 133.50<br />

Page 42 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

During 2005-2007, the operating revenues recorded a substantial increase determined<br />

by:<br />

- An increase in the transmission tariff for the services provided;<br />

- An increase in the delivered amount of import gas.<br />

Operating expenses<br />

The operating expenses for 2005-2007 are as follows:<br />

Tag<br />

no.<br />

Specification<br />

Achieved<br />

2005 2006 2007<br />

Dynamics (%)<br />

0 1 2 3 4 5=3/2 6=4/3 7=4/2<br />

1 Technological consumption and<br />

loss within the transmission<br />

system<br />

- thousand cm 399,194 388,536 329,718 97.33 84.86 82.60<br />

- lei 164,735,231 168,250,642 148,497,819 102.13 88.26 90.14<br />

- lei/1000 cm 412.67 433.04 450.38 104.94 104.00 109.14<br />

2 Ancillary materials 10,049,614 15,000,862 11,220,089 149.27 74.80 111.65<br />

3 Energy, water 2,902,552 3,408,750 3,887,001 117.44 114.03 133.92<br />

4 Depreciation and provisions 60,777,756 69,400,607 71,720,106 114.19 103.34 118.00<br />

5 Works and services executed<br />

by third parties<br />

58,609,869 79,865,370 107,711,572 136.27 134.87 183.78<br />

6 Salary fund 87,291,894 102,305,751 129,502,332 117.20 126.58 148.36<br />

7 Social Insurance Contributions,<br />

unemployment allowances,<br />

health and other personnel<br />

expenses<br />

28,902,441 31,627,630 38,020,045 109.43 120.21 131.55<br />

8 Gas share 15,232,413 24,301,737 33,319,997 159.54 137.11 218.74<br />

9 Meal vouchers 7,018,689 7,393,420 7,769,973 105.34 105.09 110.70<br />

10 Other material expenses 1,814,481 2,408,826 2,651,817 132.76 110.09 146.15<br />

11 Other tax and charge expenses 2,985,559 8,052,811 11,485,048 269.73 142.62 384.69<br />

12 Charge for gas transmission<br />

and international gas transit<br />

licenses<br />

1,872,586 1,878,200 1,727,988 100.30 92.00 92.28<br />

13 Royalty for NTS concession 35,851,408 42,312,585 60,863,932 118.02 143.84 169.77<br />

14 Other operating costs 75,166,682 48,187,629 42,439,204 64.11 88.07 56.46<br />

15 Import costs<br />

16<br />

- thousand cm 60,182 86,949 156,764 144.48 180.29 260.48<br />

- lei 36,549,976 71,486,688 109,552,639 195.59 153.25 299.73<br />

- lei/1000 cm 607.32 822.17 698.84 135.38 85.00 115.07<br />

TOTAL<br />

EXPENSES<br />

OPERATING<br />

589,761,151 675,881,508 780,369,561 114.60 115.46 132.32<br />

Page 43 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

The operating expenses increased during 2005-2007, mainly because of the following<br />

factors:<br />

- Expenses for works and services executed by third parties increased as a result<br />

of the performance of works formerly planned to be carried out under our<br />

management;<br />

- The royalty for the concession of the NTS increased in the 4 th quarter 2007 from<br />

5% to 10%;<br />

- The cost of the delivered import gas accrued due to an increase in the delivered<br />

gas quantities.<br />

Financial expenses<br />

The financial expenses are mainly broken-down on expenses for interests and<br />

commissions related to the loans committed and expenses for exchange rate<br />

differences which recorded a decrease because of the national currency fluctuation as<br />

opposed to other currencies.<br />

Gross profit<br />

The decrease in the gross profit for 2007 compared to 2006 is justified by:<br />

- Delayed application of new tariffs, therefore the tariff for the first year of the<br />

second regulatory period (July 1 st , 2007 – June 30 th , 2008) entered into force<br />

only in the 4 th quarter of 2007 based on negotiations with the National Energy<br />

Regulatory Authority on the value of the regulated rate of return;<br />

- Decrease in the financial proceeds generated by the depreciation of the leu in<br />

relation with the other currencies;<br />

- Doubling of the oil royalty in the 4 th quarter of 2007.<br />

Although the gross profit decreased, the “Gross Profit/Gas amount circulated through<br />

the NTS” (lei/1000 cm) ratio recorded a positive growth in 2007 as opposed to 2006,<br />

increasing from lei 15.63/1000 cm to lei 15.82/1000 cm which stands for an increase<br />

of about 1.40%.<br />

Page 44 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

5.1.3. Cash-flow<br />

The cash flow during 2005-2006 is rendered below:<br />

Ratio<br />

Financial year ended on December 31 st<br />

2005 2006 2007<br />

Operational activities:<br />

Net profit 138,447,085 237,912,527 224,006,454<br />

Depreciation expense 62,650,342 71,278,807 73,448,093<br />

Expense/ (revenues) for floating assets provisions 5,975,614 -13,202,598 3,266,022<br />

Loss on receivables of various debtors 0 0 143,015<br />

Adjustment on risk and expense provisions 3,887,872 -11,004,095 9,581,049<br />

Penalties on dividends in arrears for 2000 – 2003 and<br />

45,483,318 6,234,233 0<br />

2006<br />

Interest revenues -2,605,662 -1,703,052 -4,879,452<br />

Interest expenses 16,330,276 14,717,567 12,196,687<br />

Profit/loss from sales of tangible fixed assets 2,020,757 -18,761,597 93,250<br />

Other expenses/ financial revenues 0 -832,931 -451,993<br />

Tax on profit 36,610,652 48,377,640 45,323,764<br />

Increase in cash from operation before floating<br />

capital amendments<br />

308,800,254 359,421,697 362,726,889<br />

Decrease in the balance of stocks 336,242 4,711,468 3,963,644<br />

(increase) / decrease in balances of commercial<br />

receivables and other receivables<br />

-20,913,033 -194,193,492 -163,688,924<br />

Increase in balances of commercial liabilities 48,030,224 160,312,593 163,559,425<br />

Net cash-flow from operational activities 336,253,687 330,252,266 366,566,034<br />

Cashed interest 2,381,565 2,024,387 4,881,043<br />

Paid interests -16,194,649 -8,696,715 -5,192,094<br />

Payments related to the employees’ share in profit -3,887,872 -4,350,025 -4,862,190<br />

Tax on paid profit -54,592,171 -35,628,007 -48,070,130<br />

Cash flow from operating activities 263,960,560 283,601,907 313,322,663<br />

Cashed dividends 32,140 0 0<br />

Sales of financial fixed assets 0 627,736 -758,851<br />

Receipts from loans granted 0 832,931 451,993<br />

Receipts from sales of fixed tangible assets 0 20,271,750 563,403<br />

Fixed asset acquisition -246,940,568 -189,022,637 -202,840,254<br />

Cash flow used for investment activities -246,908,158 -167,290,220 -202,583,701<br />

Loan reimbursement 5,646,457 -41,884,419 -18,981,205<br />

Loan withdrawals -14,499,667 25,889,683 52,950,000<br />

Paid dividends 0 -71,388,676 -121,384,642<br />

Capital increase 13,849,560<br />

Issuance premium 251,933,300<br />

Cash flow used for financing activities -8,853,210 -87,383,912 178,367,003<br />

Total cash-flow 8,199,192 28,927,775 289,105,965<br />

Variation in cash and cash equivalents<br />

Cash and cash equivalents at the beginning of the<br />

period<br />

24,846,071 33,045,263 61,973,038<br />

Variation in cash and cash equivalents 8,199,192 28,927,775 289,105,965<br />

Cash and cash equivalents at the end of the period 33,045,263 61,973,038 351,079,003<br />

5.2. Financial risk management<br />

By the nature of business, our company is subject to various risks including: credit<br />

risks, currency risks, interest rate risks, liquidity risks and capital market risks. The<br />

Page 45 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

management seeks to reduce the potential negative effects of such risks on the<br />

financial performance of our company.<br />

5.2.1. Credit risk<br />

The company is subject to credit risks generated by its commercial receivables and<br />

other types of receivables. All new clients shall provide references on their credit<br />

worthiness. The due date of receivables shall be attentively monitored and the amounts<br />

due after deadline shall timely be observed.<br />

5.2.2. Currency risks<br />

The company is subject to the currency exchange rate fluctuations by debts from loans<br />

or by commercial debts denominated in currency. Due to associated high costs, the<br />

company’s policy does not provide the use of financial instruments for mitigating such<br />

risks.<br />

5.2.3. Interest rate risks<br />

The company’s financial cash flows are affected by interest rate fluctuations, mainly<br />

due to the variable interest loans. The company does not use interest rate hedging<br />

instruments.<br />

5.2.4. Liquidity risks<br />

A cautious management of liquidity risks implies keeping sufficient cash and credit<br />

lines available. Due to the company’s business, Transgaz seeks flexibility in the<br />

financing means, by keeping credit lines available for financing operating activities.<br />

5.2.5. Capital market risks<br />

Transgaz increased its share capital by initial public offering of shares developed<br />

within November 19 th – December 7 th , 2007 followed by trading of allocation rights<br />

and shares on the Bucharest Stock Exchange.<br />

Under Law no. 297/2004 on the capital market, the companies admitted for trading<br />

shall report to the Romanian National Securities Commission and to Bucharest Stock<br />

Exchange. Therefore, Transgaz shall immediately report any legal deed concluded<br />

with administrators, employees, shareholders and third parties related thereto. The<br />

company shall make available trimestrial, semestrial and annual reports both to the<br />

public and to the Romanian National Securities Commission and shall notify<br />

shareholders and the Romanian National Securities Commission of priviledged<br />

information, of any financial, corporate, environmental factors, of any change in<br />

objectives or business strategy and investment plans significantly influencing the<br />

company’s business.<br />

As a small stock exchange, Bucharest Stock Exchange is quite fragile as regards the<br />

fluctuations in the market price of listed shares, such price being influenced by the<br />

information provided by the issuer.<br />

Page 46 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

CH.6. MISCELLANEOUS<br />

6.1. The rating agency, Standard&Poors improved the company’s rating from<br />

“BB+”, positive outlook, to “BBB-“, negative outlook, tnat is “investment grade”,<br />

Transgaz being the sole Romanian company granted such rating.<br />

The upgrading of Transgaz’ rating reflects the company’s improved financial profile<br />

following the successful completion of the initial public offering of shares and the<br />

increase in the share and visibility of the operational cash flow, as a result of a<br />

significant growth in the transmission tariff.<br />

The negative outlook reflects Romania’s perspective and the likelihood of adverse<br />

macro-economic growth in Romania, as well as a certain uncertainty related to the<br />

influence the state might have on the company’s financial and dividend policies.<br />

Transgaz’ rating could be reviewed as stable in case of any upgrading of the sovereign<br />

rating.<br />

6.2. Under the capital market legislation, that is Law no. 297/2004 and Regulation no.<br />

1/2006 of the Romanian National Securities Commission on the security issuers and<br />

operations, the trading of Transgaz’ shares on the regulated market, managed by<br />

Bucharest Stock Exchange, started on January 24 th , 2008.<br />

6.3. The amount gained as a result of the IPO, i.e. lei 251,933,300, was recorded as an<br />

own financing source in February 2008, and was intended to partially finance the<br />

investment programme for 2008.<br />

6.4. The “Network Code for the National Gas Transmission System” was approved<br />

under Order no. 54/December 13 th , 2007 of The National Energy Regulatory Authority<br />

and published in the Official Journal no. 71 bis of January 30 th , 2008. The Code shall<br />

enter into force on July 1 st , 2008 and shall provide regulations of the NTS operating<br />

conditions. The application of this Code confirms the company’s efforts to be in line<br />

with the European legislation. The introduction of unbalancing charges for users leads<br />

to an inproved NTS operation and to more disciplined users thereof.<br />

6.5. January 15 th , 2008 was the kick-off date of the informatics project “Informational<br />

Platform for SNTGN TRANSGAZ SA” which was meant to ensure communication<br />

between the TSO and its trading partners for the application of the Network Code. The<br />

project shall be completed on September 20 th , 2008.<br />

Page 47 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

6.6. The procedures for gas acquisition and storage meant to balance the NTS were<br />

started on March 17 th , 2008, as an obligation provided under Gas Law no. 351/2004.<br />

6.7. Achievements related to the Nabucco project:<br />

- Change of Transgaz’ interest share in the Nabucco project as of March 5 th , 2008,<br />

from 20% to 16.67% as a consequence of a new shareholder’s accession, i.e<br />

RWE Gas Midstream GmbH Germania;<br />

- Increase in the capital held by Transgaz as a shareholder of the Nabucco Gas<br />

Pipeline International GmbH, from Euro 7,000 to Euro 127,000, by application<br />

of a financing mechanism which ensures the relocation, upon the end of the<br />

financial year, of the amounts trimestrially transferred from the reserves account<br />

to the share capital account of the Nabucco Gas Pipeline International GmbH.<br />

Nicolae Turdean,<br />

Chairman of the Board of Administration<br />

Ioan Rusu,<br />

Director General<br />

Radu Moldovan<br />

Director of the Economic Division<br />

Page 48 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

ANNEXES TO CH.4, Item 4.1.a)<br />

NICOLAE TURDEAN<br />

Chairman of the Board of Administration<br />

Mediaş, no. 1, C. I. Motas Sq., Sibiu county<br />

March 27 th , 2007- present (until<br />

March 27 th , 2009)<br />

Transgaz - Chairman of the Board of Administration<br />

1999 – present The Ministry of Economy and Commerce – Project Management Unit<br />

- Director<br />

1993-1999 • National Agency for Mineral Resources – General Division<br />

for Mineral Resource Management - Director General,<br />

• Member of the National Commision for the restructuring of<br />

RENEL (the Electric Power Autonomous Regie),<br />

• Member of the National Commission for the restructuring of<br />

the mining industry<br />

1992-1993 The Ministry of Industry – Mining Industry Department – Deputy<br />

Director General<br />

1991-1992 The Ministry of Industry – Mining Industry Department - Director of<br />

the Division for Research, Development and Rehailitation<br />

1989-1990 The Ministry of Mines – Production Department – Head of Coal<br />

Department<br />

1987-1989 The “Valea Jiului” Mining Company – “Valea de Brazi” Mine-<br />

Director of Production<br />

1985-1987 The “Valea Jiului” Mining Plant – “Campul lui Neag” mine –<br />

Production Chief Engineer<br />

1983-1985 The Micro-quarry Enterprise of the “Valea Jiului” Mining Plant,<br />

Production Chief Engineer<br />

1980-1983 The “Valea Jiului” Mining Plant, Mining Engineer<br />

1976-1980 The “Motru” Mining Enterprise, Head of “Rosiuta II” mining<br />

Nicolae Turdean’s sphere of action comprises project management and acquisition procedures (assets,<br />

services, civil works) within the projects funded by the World Bank, regulatory bodies, and elaboration of<br />

regulations for the mineral resource and gas fields, PHARE energy programmes (Synergy Group -<br />

Romania).<br />

Nicolae Turdean graduated marter courses on the management of mining activities, within the Technical<br />

University of Petrosani (1994-1995) and holds an engineer’s license granted by the above-mentioned<br />

university (1972-1995).<br />

Nicolae Turdean is the author of numerous reference books and a member of various associations, such as<br />

the Romanian Engineer’s General Association (active member as of 1993), the Romanian Association for<br />

Energy Policies (active member as of 1995) and the National Commission of Mining Engineers (founder in<br />

1996).<br />

Page 49 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

ELENA IANDA<br />

Member of the Board of Administration<br />

Mediaş, no. 1, C. I. Motas Sq., Sibiu county<br />

April 12 th , 2005- present (until<br />

April 12 th , 2009)<br />

1994-present<br />

Transgaz - administrator<br />

The Ministry of Economy and Finance – State Archives – The General<br />

Regulatory Division – Deputy Director General<br />

1993-1994 S.C. Romsim S.A. – Economic Director<br />

1992-1993 S.C. Romicon 2000 S.A. – Economic Director<br />

1990-1992 The Ministry of Public Finance - Economist<br />

1983-1990 The Ministry of Industry and of Machine Construction, The Ministry<br />

of Heavy Equipment<br />

1980-1983 ICE Mecanoexport Import - Economist<br />

1976-1980 IMA Semanatoarea Bucharest - Economist<br />

Elena Ianda participated in number of training programmes such as: master courses in Public Management<br />

(The Academy for Economic Studies), management courses on public institutions and programmes and on<br />

budget organized by the Ministry of Public Finance, the „Public Enterprise Restructuring and Privatization”<br />

ILI course and the „Investment Appraisal, Mergers and Acquisitions, Ratio Analysis” course (Middlesex<br />

University Business School and OK Service Corporation).<br />

Elena Ianda is a specialized financial auditor and a chartered accountant as well.<br />

Page 50 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

NICOLAIE SIMESCU<br />

Member of the Board of Administration<br />

Mediaş, no. 1, C. I. Motas Sq., Sibiu county<br />

January 22 nd , 2007- present (until<br />

April 12 th , 2009)<br />

Transgaz - administrator<br />

1996-1997 Natural Gas Autonomous Regie, “Romgaz” – Director General’s<br />

Advisor<br />

1992-1996 Natural Gas Autonomous Regie, “Romgaz” – Director of the Gas<br />

Transmission and Distribution Division<br />

1978-1990 Gas Central Office (turned into Romgaz RA Medias) where he had<br />

various positions, such as: chief engineer I, head of departments, chief<br />

engineer, general director’s advisor, director of the National Gas<br />

Dispatching Centre, Bucharest<br />

1961-1978 Main Pipeline Operating Enterprise, Medias – various positions such<br />

as: head of departments, deputy chief engineer, chief engineer and<br />

technical director for 12 years<br />

1956-1961 “Tg. Jiu” Oil Trust, activity in the field of construction, mounting and<br />

oil related operating works and in the fields of mechanics and energy;<br />

Nicolaie Simescu is the author of numerous reference books and of various inventions. He holds important<br />

distinctions and a doctor’s title – Engineer Doctor’s Title granted by the Oil, Gas and Geology Institute,<br />

Bucharest.<br />

Nicolaie Simescu attended a number of training courses, of which:<br />

− L’Ecole d’application des techniques gaziers, France (diploma 1996);<br />

− The Faculty of Machines and Equipment within the Oil and Gas Institute (Mechanic Engineer<br />

diploma)<br />

− The Technical and Economic Faculty (Economist Engineer Diploma)<br />

− The Training Centre for Managing Staff of the State Economy and Administration, Bucharest;<br />

− „Customer-training, heavy maintenance” of Gas Turbine Corporation – Dundee, Scotland;<br />

− The Ministry of Oil – Oil and Gas Training Section.<br />

Nicolaie Simescu holds the following special licenses: expert’s license „Earth gas, commpresion, transport,<br />

distribution, engineer” of the European Union with „Code Diplomatique”; Ist degree license for the design,<br />

operation, and maintenance of the transmission pipelines and of the equipment related thereto; Ist degree<br />

license for the design, operation, and maintenance of the distribution pipelines and of the equipment related<br />

thereto.<br />

Page 51 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

CONSTANTIN ZIDARU<br />

Member of the Board of Administration<br />

Mediaş, no. 1, C. I. Motas Sq., Sibiu county<br />

July 26 th , 2007- present (March<br />

27 th , 2009)<br />

October 2006 - July 2007<br />

May 2004 - September 2006<br />

August 2002 - May 2004<br />

February 1990 - July 2002<br />

July 1986 - February 1990<br />

December 1983 - June 1986<br />

December 1978 - December 1983<br />

August 1972 - December 1978<br />

Transgaz - administrator<br />

SC RODMIR EXPERT S.R.L. Bucharest – Member of the Board of<br />

Administration<br />

SC CONPET S.A. Ploiesti – Director of Dvelopment<br />

SC CONPET S.A. Ploiesti – Technical Director<br />

SC CONPET S.A. Ploiesti - Director General<br />

The Ministry of Mines, Oil and Geology – Senior Inspector<br />

The Ministry of Mines, Oil and Geology – Engineer<br />

The Oil Transmission Enterprise – Ploiesti – Head of Department<br />

The Oil Transmission Enterprise – Ploiesti – Engineer<br />

Constantin Zidaru attended several training courses, as follows: “Introduction to the Quality Management”<br />

within TUV Rheinland Berlin-Brandenburg Romania (2002); “Strategical Alliaces and Business<br />

Achievements” – UPG Ploiesti (2001); “Management and International Economic Relations” post-university<br />

course (Academy for Economic Studies – 1999); “Leadership” programme funded by PHARE (1996);<br />

“Corporate Economic and Financial Assessment” - AGER Prahova (1995); “Current issues on the<br />

International Economic Relations” – International Bucharest Centre (1994); “Oil Unit Management” –<br />

Training Centre of the Ministry of Oil (1990); Long-duration Superior Studies of the Oil, Gas and Geology<br />

Institute, Bucharest (1967-1972).<br />

Page 52 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

IOAN RUSU<br />

Member of the Board of Administration<br />

Mediaş, no. 1, C. I. Motas Sq., Sibiu county<br />

March 27 th , 2007 – present (until<br />

March 27 th , 2009)<br />

May 21 st , 2007- present<br />

Transgaz - Administrator<br />

Transgaz - Director General<br />

2000 – May 2007 Transgaz, Technical Development Division - Director<br />

1999 – 2000 SNGN Romgaz - Technical Development Division - Director<br />

September 1998 - 1999<br />

July 1998 - September 1998<br />

September 1997 - July 1998<br />

May 1997- September 1997<br />

SNGN Romgaz – Pipeline Operation Division - Director<br />

SNGN Romgaz – Technical Development Deputy Director<br />

CONDMAG S.A. Braşov – Chief Engineer<br />

Gas Autonomous Regie, Romgaz, Investment Department – Head of<br />

Department<br />

1991 –May 1997 Gas Pipeline Operating Enterprise, Mediaş - Technical Development<br />

Deputy Director<br />

1990 – March 1991 Gas Pipeline Operating Enterprise, Mediaş – Head of Investment<br />

Supervision Office<br />

1984 - 1990 Gas Pipeline Operating Enterprise, Mediaş, Engineer – in charge with<br />

co-ordination of overhauls to gas transmission main pipelines and<br />

equipment related thereto<br />

1983 - 1984 Gas Pipeline Operating Enterprise, Mediaş – Mediaş Regional Office<br />

– Head of Emergency Intervention Brigade<br />

1982 Gas Pipeline Operating Enterprise, Mediaş<br />

Ioan Rusu graduated a series of training courses, as follows:<br />

- Investment Training within “Oil and Gas Personnel Training Section within the Gas Central Office,<br />

Medias” (1989) ;<br />

- Investment Training (1985) and Underground Pipeline Corrosion Control (1986) within the “Centre<br />

for Oil and Gas Personnel Training – Bucharest;<br />

- Training courses for ROMGAZ personnel in the fields of management and gas transmission<br />

company running, SCADA and telecommunications in the gas industry – within projects for the<br />

restructuring and developing of Romgaz, project conducted by the following companies: Arthur<br />

Andersen and Andersen Consulting of Canada,<br />

- Training courses organized by the Ministry of Economy and Commerce on the application of<br />

harmonized industry and trade legislation (2000 – 2006), such as: “Specific methods and procedures<br />

for preventing and fighting against the corruption within public institutions and companies”<br />

Mr. Rusu’s research activity consists of:<br />

- Participation in the drawing up of various laws such as:<br />

o Oil Law no. 134/1995 and Building Quality Law no. 10/1995 on – inclusion of buildings<br />

into “B” importance category, respectively highly important buildings;<br />

o Gas Law no. 351/July 2004 ;<br />

o GD no. 1043/July 2004 – approval of the Regulation on the access to the National Gas<br />

Transmission System and to the Gas Distribution System;<br />

o Decision no. 1231/September 2004 of the National Gas Regulatory Authority – The<br />

Regulation for Appeal, Notification and Sanctioning of Deviations from the Regulations<br />

Issued within the Gas Sector;<br />

o Joint Order no. 47/July 2003 of the Ministry of Economy and Commerce and no.<br />

1203/July 2003 of the Ministry of Transport, Buildings and Tourism and no. 509/August<br />

Page 53 of 54


SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />

2003 of the Ministry of Domestic Affairs on the approval of the procedure for<br />

authorizing the execution of buildings located near objectives/systems related to the oil<br />

and gas sector .<br />

- Participation in the drawing up of various standards and norms, such as:<br />

o DN no. 3915 – 94/95 – Design and Construction of Gas Transmission Pipelines and<br />

Manifolds – drawn up by Gazproiect Braşov ;<br />

o Standards on corrosion-control coating of the metal underground pipelines – drawn up by<br />

I.C.P.P.C. Ploieşti;<br />

o Technical Guidelines for surveilling gas transmission pipeline execution works – means of<br />

quality control and surveillance of construction works – mounting ;<br />

o Technical norms for design and execution of upstream gas supply and transmission<br />

pipelines – approved by Decision no. 1.220/2006 of the National Gas Regulatory Authority.<br />

Page 54 of 54

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