Request for approval of financial and non-financial

No. 30.318/04.08.2023

To:

GENERAL MEETING OF SHAREHOLDERS

REQUEST

for approval of financial and non-financial performance indicators resulting from SNGN Romgaz S.A.

Governance Plan

I. BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT

Board of Directors

According to SNGN Romgaz S.A. (Romgaz) Articles of Incorporation, “The company is administered by a Board of Directors consisting of 7 (seven) Board members” – Article 17, par. (1), and “the General Meeting of Shareholders elects the Board members, in compliance with applicable legal provisions and this Articles of Incorporation. – Article 17 par (3).

According to Resolution no. 5 of March 14, 2023, the General Meeting of Shareholders approves the election of 7 members in Romgaz Board of Directors for a 4 year-term starting with March 16, 2023, namely:

• Dan Dragoş Drăgan;
• Aristotel Marius Jude;
• Marius-GabrielNuţ;
• Răzvan Brasla;
• Gheorghe Silvian Sorici;
• Botond Balázs;
• Elena-LorenaStoian.
  Management

The term “managers” has the meaning attributed in Article 143 par. (5) of Law 31/19901: “For the purpose of this law, a manager of a joint-stock company is only the person to whom the company’s management duties were delegated, according to par. (1)”.

According to the Articles of Incorporation, “The Board of Directors shall delegate fully or partially the duties to manage the Company to one or to several directors, appointing one of them as General Director”- Article 24, par. (1).

By Board Resolution no. 55 of May 15, 2023, the Board of Directors appointed the following managers of company for a 4-year term from May 16, 2023 until May 16, 2027:

II. GOVERNANCE PLAN

S.N.G.N. Romgaz S.A. 2023-2027 Governance Plan (Governance Plan), drafted by the company’s Board of Directors and Executive Management, provides the company’s strategic objectives as established in the Letter of Expectations issued by the company’s shareholder for the Board members’ recruitment process,

1 Law 31/November 16, 1990 on companies, as amended from time to time.

actions and measures to be undertaken to meet objectives, required resources and indicators on measuring performance during the mandate.

Romgaz 2023-2027main objectives derived from the company’s strategic development objectives are:

• Increase of hydrocarbon resources and reserves (onshore and offshore in the Black Sea);
• Maximize the recovery factor of hydrocarbon reserves under safety, reliability and sustainable development conditions;
• Consolidating the position on the natural gas supply market and energy market/expanding Romgaz activity on regional level/implementing opportunities to grow and to diversify the company’s activities on national and regional level and to identify new opportunities;
• Completion and commissioning of a 430MW thermal-electrical power plant (CTE Iernut) for electricity production;
• To increase the efficiency of Romgaz economic activity;
• Reduction of carbon, methane and other gas emissions by minimum 10%;
• Romgaz digitalization;
• Underground gas storage (by Depogaz);
• HR development to embrace future tendencies in the field of sustainable energy;
• Romgaz Corporate Governance;
• Active involvement in corporate social responsibility;
• Implementation of the Investment Plan (to meet objectives).

The Governance Plan contains the following measures, specific actions and directions to act, and implementation deadlines to meet the main objectives indicated above:

• Increase of hydrocarbon resources and reserves (onshore and offshore in the Black Sea):
• • onshore
    The Exploration-Development-Production Agreement approved by GD no. 23/13.01.2000 and relating Addenda (at the moment, the current operations are provided in Addendum no. 6) based on which Romgaz is sole titleholder provides exploration measures and actions for 2023-2027 for each of the 8 blocks (total surface of 15,466.47 km2) with the purpose of fulfilling the Minimum Work Program undertaken in fron of the National Agency for Mineral Respources. As such, surface exploration works (3D seismic acquisition) and exploration drilling works (exploration wells) are provided in each year (during 2023-2027);
  • offshore
  • • in EX-30 Trident block located in the Black Sea, Romgaz isco-titleholderin the block owning a 12.2% participating interest and isnon-operator;the remaining 87.8% stake is held by Lukoil Overseas Atash B.V., who is also the operator in the block. During the2021-2026exploration (assessment) phase undertaken in front of the National Agency for Mineral Resources there are exploration works provided which are binding for the titleholders. The Governance Plan provides measures and actions in connection with the activities performed according to the Concession Agreement and the Joint Operating Agreement with respect toEX-30Trident block and the exercising Romgaz voting right based on analysis and information supplied by the Operator and/or held by Romgaz, including financing Romgaz participating interest;
    • in XIX Neptun block, Deep Water Zone in the Black Sea (Neptun Deep), operations are governed by the Concession Agreement for the Petroleum Exploration, Development and Production in block XIX Neptun and the relating Addenda, as concluded between the co- titleholders of the Concession Agreement, Romgaz Black Sea Limited (50%) and OMV Petrom SA (50%), and the National Agency for Mineral Resources. Romgaz is the sole shareholder of Romgaz Black Sea Limited starting with August 1, 2022.
      For Neptun Deep, the Governance Plan provides actions and measures for securing financing sources required to fund development works for gas reservoirs with commercial characteristics and their putting into production, but also continuation of exploration works to assess and valorize the energy potential of Neptun Deep (for the relating 50% participating interest). At the same time, measures are provided in connection with the activities performed under the Concession Agreement and the Joint Operating Agreement, gas sales policy for the 50% participating interest, monitoring investment works carried out by the partnership;

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• Maximize the recovery factor of hydrocarbon reserves under safety, reliability and sustainable development conditions:
  In order to maximize the natural gas reserves recovery factor, the achievement of an annual production decline within controlled limits (maximum 2.5%/year), the achievement of a reserves replacement ratio higher than 50% and implementing yearly production plans, the Governance Plan provides measures and actions with implementation timeline for production activity in existing natural gas reservoirs:
• • Initiating production for major onshore projects,provided in2021-2030Romgaz Development Strategy (Caragele – deep zone production unit(Caragele-Mezozoic),Snagov, Moldova Nord), but also other production capacities at various preparation stages for development and production;
  • Drilling new production wells. By drilling new production wells, we target the enhancement of existing gas reserved recovery factor through Geological Resources Appraisal Studies and Commercial Reservoir Production Performance Studies, gas reserves that will contribute to achieving the forecasted production decline for the current year, and to maximize the recovery factor in commercial reservoir. Production wells included in the Governance Plan represent an obligation to the National Agency for Mineral Resources;
  • Implementing well recompletion works. Well recompletion works scheduled for each year, a minimum of 160 works per year, consist of operations such as recompletions performed to recover gas reserves assessed in Geological Resources Appraisal Studies and Commercial Reservoir Production Performance Studies, which are or will be included in the Annual Petroleum Production Program (representing obligations in front of the National Agency for Mineral Resources), as well as other capitalizable repairs (in addition to assumed obligations) in order to achieve the production program established for the current year;
  • Investments in gas transportation, compression and dehydration:
  • • Gas compressing activity. Measures and actions provided for 2023-2027 establish investments in new compressing stations for the most important commercial points in order to secure natural gas supply safety, installation of field compressors, and procurement of compressing services (renting group compressors). Approximately 85% of produced natural gas is compressed, percentage indicating the dependence on compressing of the commercial production of reservoirs. Considering the advanced status of decline of gas reservoirs included in Romgaz portfolio, gas compressing becomes an ultimate technical-economic solution to extend the production period of commercial reservoirs and to secure continuation of production from the reservoirs under profitability conditions;
    • Gas Dehydration Activity. Measures and actions provided for 2023-2027 establish investments in new gas dehydration stations to secure continuously compliance with gas quality requirements (conformity) in commercial points (National Transmission System), and investments in gas metering systems/installations to secure gas quality conditions. Measures and actions target conformity with minimum gas quality requirements provided in the applicable national legislation;
    • Gas transportation activity. Measures and actions are provided for 2023-2027 to allow the operation under safety conditions of natural gas pipelines representing the surface infrastructure of the production activity;
  • Drafting, implementing and monitoring a 2023-2027 production strategy and production capacity optimization strategy in order to maximize recovery undertechnical-economicefficiency conditions and to monitor results after implementation. The purpose of this strategy is to provide an optimum and efficient planning, execution and monitoring frame for all works required to obtain gas production, which will secure, in the end, the means to meet the natural gas reserves maximization target and to keep an annual production decline below 2.5%;
  • Continuing the implementation of rehabilitation projects in mature reservoirs. Management of reservoir production by means of multidisciplinary teams in order to rehabilitate production in the main reservoirs held by Romgaz is implemented in 16 commercial reservoirs (Bazna, Cetatea de Baltă, Copşa Mică, Corunca Nord, Corunca Sud,Delenii-Hărănglab,Filitelnic, Grebeniş,Iclănzel-Vaideiu,Laslău Mare, Mărgineni,Nadeş-Prod-Seleuş,Roman, Sădinca, Sărmăşel, Târgu Mureş) which account for approximately 56.4% of the company’s annual production. Good results encourage to maintain and possible to continue the development of new projects, in case mature reservoirs suitable for rehabilitation are identified;
• Consolidating the position on the natural gas supply market and energy market/expanding Romgaz activity on regional level/implementing opportunities to grow and to diversify the company’s activities on national and regional level and to identify new opportunities

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Governance Plan provides measures and actions with implementation timeline as follows:

• • Permanent adjustment of natural gas and electricity sales policy according to the domestic and external context, in order to maximize the added value;
  • Permanent adjustment of the business model for the valorization of energy, including the implementation of partnership;
  • Adjustment of energy trade policy so that it can secure a significant portfolio of household and non-household customers in compliance with legal applicable provisions;
  • Development of trading activity;
• Completion and commissioning of a 430MW thermal-electrical power plant (CTE Iernut) for electricity production
  The Governance Plan provides for measures and actions, including implementing/achievement timelines regarding completion of works and putting into operation the CTE Iernut Development Investment Objective by building a new combined cycle gas turbine power plant, the trading policy for electric power generated by the New Iernut Power Plant and the electric power generated by Unit 5 during the period 2023 – 2025, annual CO2 emissions from Iernut electric power generation;
• Increasing the efficiency of Romgaz economic activity
  The Governance Plan provides for measures and actions, including implementing/achievement timelines regarding identification of financing sources for investment projects, business plan, obtaining a favorable Romgaz rating, maintenance of an appropriate level of own capital, the controlling activity, economic digitalization and finance transformation.
• Reduction of carbon, methane and other gas emissions by minimum 10%
  The Governance Plan provides for measures and actions, including implementing/achievement timelines regarding Romgaz Decarbonization Policy. Such Policy is based on three pillars:

1. Reduction of CO2 emissions;

1. Reduction of methane emissions;

1. Implementation of renewable power production projects with positive impact on the
   Company’s carbon footprint.

Specific lines of actions are established in order to reduce CO2 and methane emissions, and to implement renewable power production projects. Objectives, implementation plans and timelines are going to be set for each line of actions under Romgaz Decarbonization Strategy to be adopted.

Romgaz Decarbonization Strategy on reducing methane emissions will also include actions and measures on implementing the provisions of the Regulation on Monitoring and Reduction of Methane Emissions (RME) (currently being at the draft/proposal stage), by specifying that implementing the Regulation at Romgaz level implies a high level of complexity due to the size of the Company’s existing infrastructure. As regards implementation of renewable power production projects, the Governance Plan provides for the construction/purchase of power production facilities from renewable sources (solar parks) with a total cumulated capacity of 180 MW by 2030.

The Decarbonization Strategy will include, besides the three pillars, additional measures for environmental protection for the period 2023 – 2027;

• Romgaz digitalization
  The Governance Plan comprises an extensive Romgaz Digitalization Program, aiming to achieve the major objectives shown below by specific actions and measures for:
• • Sustaining and improving the exploration/production activities by technology and digitalization;
  • Improving the decision making process and administrative simplification – simplification of administrative processes by digitalization;
  • Digital integration – unification and standardization of Romgaz hardware and software infrastructure;
• Underground gas storage (by Depogaz)
  The Governance Plan provides for measures on:
• • Monitoring, at Romgaz level (sole shareholder of the Subsidiary), the implementation of Depogaz Development Strategy, so as to ensure the premises of improving efficiency and performance enhancement of the underground storage activity by increasing the daily withdrawal capacity and the flexibility of provided services;
  • Supporting by Romgaz, as sole shareholder, the financing or obtaining partial financing for investment projects included in Depogaz Development Strategy;

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• Romgaz Development Strategy
  The Governance Plan comprises elements for a potential update of Romgaz Development Strategy, depending on the dynamics of the gas and electricity market, the internal and external context and the financing mode of Romgaz investments. The scope of such is to identify the objectives, the best strategic options and the best development solutions for Romgaz. The Strategy shall be approved and implemented by complying with the legal provisions and by completion of corporate formalities, in accordance with the Articles of Incorporation;
• HR development to embrace future tendencies in the field of sustainable energy
  The Governance Plan provides for actions and measures, including implementing/achievement timelines for improving Romgaz efficiency and operation, the development of human resources in terms of professional training and projected career development in order to achieve the strategic, derivate and specific objectives (i.e. management by objectives), adapting to the future trends in the field of sustainable energy, drafting and implementing a human resources strategy (personnel attracting, training and keeping), continuation and, as the case may be, development of partnerships with the academic and pre-university environment by specific programs for attracting students/young graduates within Romgaz;
• Implementation of new projects to diversify Romgaz activityThe Governance Plan provides for actions and measures on:
• • Investments/purchase and implementation of gas distribution projects;
  • Sustainable energy production;
• Corporate Governance
  To ensure a good corporate governance of Romgaz, the Governance Plan comprises specific measures and actions, including achievement/implementing timelines, which include the following:
• • Romgaz Internal Managerial Control System (IMCS) – its major objective is to enhance the maturity level so as the functionality of such within the Company to reach an appropriate level of understanding, implementing and monitoring. The implementation stage of IMCS standards are yearly verified by self-evaluation. For each standard, as the case may be, enhancement measures and actions are included for the period 2023 – 2027, with implementing/achievement timelines;
  • Integrated Management System – for the period 2023 -2027 there are provided actions to manage the Integrated Management System;
  • The National Anticorruption Strategy 2021-2025 (NAS) – continuation of specific actions to fulfil NAS requirements. The Governance Plan provides for specific measures and actions, with achievement/implementing timelines, including reporting actions, revisions of Romgaz Code of Ethics and Integrity, sessions for information, awareness and guidance for employees, yearly perception surveys, synthetic information for promoting the role of the ethical counselor and promoting the system of values and principles included in the Code of Ethics and Integrity;
  • Completing the implementation of SR ISSO 37001:2017 Standard (anti-bribery management systems);
  • Permanent monitoring of the achievement stages of objective, indicators (including those related to performance);
  • Capital Markets and Investor Relations;
  • Compliance with corporate governance principles provided by applicable national regulations, i.e. The Bucharest Stock Exchange Code of Corporate Governance;
• Active involvement in corporate social responsibility actions
  The Social Responsibility Policy will be the voluntary and conscious option of Romgaz to promote a transparent business climate, and to include social responsibility causes and business objectives in a coherent strategy in order to obtain economic success in an ethical manner, with respect towards community and environment.
  Governance Plan contains actions and objectives, which actively involves Romgaz in corporate social responsibility actions;
• Implementation of the Investment Plan (to meet objectives)
  In order to achieve the proposed objectives, the Governance Plan provides the value of estimated investments for each year, covering the period 2023-2027. Investment programs are structured as follows: exploration drilling works, production drilling works; surface facilities; gas dehydration stations; new compressor stations in gas fields; wellhead compressors; natural gas gathering pipes; well upgrades/recompletions/reactivations/capitalizable works; installations and equipment upgrades (compressor stations, dehydration stations, well clusters etc.); development of utility

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