Transgaz Approves RON 401m Dividend, Rejects RON 556m Payout — NRG-IA

On Tuesday, July 21, Transgaz will begin distributing dividends from its 2025 net profit. The company will pay a gross dividend of RON 2.13 per share, representing a total payout of RON 401.25 million, rather than over RON 500 million. The payment will be made to shareholders registered as of July 2, 2026, following an ex-dividend date of July 1. The payout was approved during the Ordinary General Meeting of Shareholders on May 26, receiving 84.52% of the votes cast. During the same meeting, a more generous proposal of RON 2.95 per share, which would have increased the total distribution to RON 555.73 million, was rejected. This proposal received only 18.96% of the votes cast, while 81.04% voted against it. The difference between the two options, approximately RON 154.47 million, is not merely an accounting adjustment. It highlights two competing priorities: transferring a larger sum to the state budget and private investors, or retaining the funds within the company for projects, co-financing, and debt service obligations. The State Receives Nearly RON 235 Million Transgaz's share capital is divided into 188,381,504 shares. The Romanian state, through the General Secretariat of the Government (SGG), holds 58.5097% of the company, representing 110,221,440 shares. The remaining 41.4903% is held by retail and institutional investors. Based on the approved dividend of RON 2.13 per share, the state is entitled to a gross sum of approximately RON 234.77 million. Free-float investors will collectively receive approximately RON 166.48 million gross. Net amounts depend on the tax regime applicable to each shareholder. The company's announcement indicates a standard tax rate of 16% for dividends related to the 2025 financial year, subject to any exemptions or more favorable rates provided by law and double taxation treaties. Payments to investors holding shares through brokers or custodian banks are processed automatically via the Central Depository. Shareholders with holdings in individual accounts can receive their funds via transfer to a registered IBAN account, while individual shareholders without such an account can collect payments through Banca Transilvania, the designated payment agent. The RON 556 Million Option Followed an SGG Request The dividend of RON 2.95 per share was not the initial proposal of Transgaz's management. The Board of Directors had supported the RON 2.13 per share distribution. The higher option was added to the agenda at the request of the General Secretariat of the Government, the majority shareholder, pursuant to a memorandum approved by the Executive on April 16, 2026. The document mandated state representatives in state-controlled companies to seek the distribution of at least 90% of 2025 net profits as dividends or budget payments. However, the vote outcome opposed the option introduced at the SGG's request. The RON 2.95 proposal was rejected, and the RON 2.13 proposal was approved. The public report only presents the aggregate number of votes for, against, and abstentions. It does not detail how individual shareholders voted, making it impossible to determine the SGG's final vote without additional information. Beyond this governance peculiarity, the final decision is clear: shareholders preferred to retain a larger portion of the profit within the company. RON 154.5 Million Retained for Internal Financing In 2025, Transgaz recorded an individual net profit of RON 788.16 million, more than double the RON 392.03 million achieved the previous year. The dividend is distributed from the individual company's profit, not from the consolidated result of the entire group. The approved distribution includes: RON 401.25 million for dividends; RON 188.02 million to establish internal financing sources; RON 113.28 million for projects co-financed by external loans and for the payment of installments, interest, commissions, and other associated costs; RON 46.86 million for legal reserves; RON 38.75 million for reserves related to tax incentives granted for reinvested profit. Separately, shareholders approved employee profit-sharing of RON 27.36 million, in accordance with the collective bargaining agreement. Under the RON 2.95 dividend scenario, the amount allocated to shareholders would have risen to RON 555.73 million. To finance the difference, the remaining profit allocated to internal financing sources would have been slashed from RON 188.02 million to just RON 33.55 million. The other primary allocations would have remained unchanged. This is the central economic impact of the vote. The company retains an additional RON 154.5 million for internal financing instead of immediately transferring these funds to shareholders. For an infrastructure operator, internal funding is crucial both for directly financed works and for securing the necessary co-financing for projects backed by loans or institutional funding. This reduces the pressure to cover every new investment solely through…