Rompetrol Rafinare S A : Current report - Completion of OGMS and EGMS agenda for April 27 (28), 2023

DocuSign Envelope ID: 2266F7F8-4B55-428A-A5AE-06E171DC2F0E

No. 1864/ April 11, 2023

To: FINANCIAL SUPERVISORY AUTHORITY

BUCHAREST STOCK EXCHANGE

Current report according to the provisions of FSA Regulation No. 5/2018

Date of report: April 11, 2023

ROMPETROL RAFINARE S.A.

Registered Seat: Năvodari, 215 Năvodari Blvd. (Administrative Facility), Constanta County

Telephone number: 0241/506100; 506553

Fax number:

0241/506930; 506901

Number of registration with the Trade Registry: J13/534/1991

Sole Registration Code: 1860712

Subscribed and paid-up capital: 2,655,920,572.60 lei

Regulated market on which the securities are traded: Bucharest Stock Exchange (market symbol RRC)

Significant event to report: Completion of the Agenda of the Ordinary General Meeting of Shareholders on April 27 (28), 2023, 11:00 a.m. and the Extraordinary General Meeting of Shareholders of Rompetrol Rafinare S.A. on April 27 (28), 2023, 01:00 p.m. - Decision adopted by the Board of Directors on April 11, 2023

At the request made by the KMG International N.V., as majority shareholder of Rompetrol Rafinare S.A. (owning 48.1136% of the share capital), the Board of Directors approved the completion of the agenda of the Ordinary General Meeting of Shareholders ("OGMS") convened on April 27 (28), 2023, 11:00 a.m. by adding one (1) new item and of the Extraordinary General Meeting of Shareholders ("EGMS") of Rompetrol Rafinare S.A. convened on April 27 (28), 2023, 01:00 p.m. by adding one (1) new item.

The new item on the OGMS agenda refer to the approval of the following subject:

"Approval of the gross monthly remuneration of the Chairman of the Audit Committee, in amount of Lei 6,837 corresponding to a net monthly remuneration of Lei 4,000 until April 30, 2023 and a gross monthly remuneration of Lei 8,547 corresponding to a net monthly remuneration of Lei 5,000 starting with May 1, 2023.".

The new item on the EGMS agenda refer to the approval of the following subject:

"Ratification of the conclusion of Addendum no. 3 to the Framework Agreement for the sale - purchase of crude oil no. 09046/2021, in order to approve the content, form, terms and conditions provided in this Addendum concluded between Rompetrol Rafinare S.A., buyer, and

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ROMPETROL RAFINARE SA

215 Năvodari Blvd. Administrative Building, 905700, Năvodari, Constanța, ROMANIA

fax: + (40) 241 506 930 | phone: + (40) 241 506 207 | email: [e-mail] www.rompetrol.com

DocuSign Envelope ID: 2266F7F8-4B55-428A-A5AE-06E171DC2F0E

KazMunayGas Trading A.G., seller, considering the supporting materials related to this point, documents that will be made available shareholders within the legal term.".

The supporting documents for new items on the agenda of OGMS and EGMS may be reviewed at Rompetrol Rafinare S.A. Correspondence Entry, as well as on the Company's website https://rompetrol-rafinare.kmginternational.com,Investor Relations Section - General Meeting of Shareholders.

The Completion to the Convening Notice of the OGMS and EGMS is to be published in the Official Gazette of Romania Part IV and in at least one widely spread Romanian newspaper.

Attached: Completion to the Convening Notice of the OGMS and EGMS on April 27 (28), 2023

ROMPETROL RAFINARE S.A.

Chairman of the Board of Directors

Yedil Utekov

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ROMPETROL RAFINARE SA

215 Năvodari Blvd. Administrative Building, 905700, Năvodari, Constanța, ROMANIA

fax: + (40) 241 506 930 | phone: + (40) 241 506 207 | email: [e-mail] www.rompetrol.com

DocuSign Envelope ID: 2266F7F8-4B55-428A-A5AE-06E171DC2F0E

COMPLETION OF THE CONVOCATION OF THE

ORDINARY GENERAL MEETING OF SHAREHOLDERS AND THE

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

as of April 27, 2023 (April 28, 2023 - second convocation)

The Board of Directors of ROMPETROL RAFINARE S.A., hereinafter referred to as "the Company", with its registered office on 215 Navodari Blvd., Administrative building, Navodari, Constanta County, registered with the Constanta Trade Register under no. J13 / 534/1991, unique registration code 1860712,

considering the request to complete the agenda of the Ordinary General Meeting of Shareholders ("OGMS") of April 27, 2023, 11:00 a.m. and of the Extraordinary General Meeting of Shareholders ("EGMS") of April 27, 2023, 01:00 p.m. filed by the majoritary shareholder KMG International N.V., registered with Rompetrol Rafinare S.A. under no. 1850 as of April 10, 2023 (respectively under no. KMGI 30/10 April 2023), the provisions of art. 105, paragraph (3) of Law no. 24/2017 regarding the issuers of financial instruments and market operations, republished, the provisions of art. 189 of the Financial Supervisory Authority Regulation no. 5/2018 regarding the issuers of financial instruments and market operations, the provisions of art. 117¹ of the Companies Law no. 31/1990,

completes the agenda of the Ordinary General Meeting of Shareholders as of April 27 (28) 2023, 11:00 a.m., and that of the Extraordinary General Meeting of Shareholders as of April 27 (28) 2023, 01:00 p.m., initially published in the Official Gazette, Part IV, no. 1401 of March 24, 2023, in the newspaper "Bursa" no. 56 (historical no. 7329) of March 24, 2023, and on the company's website

(https://rompetrol-rafinare.kmginternational.com)starting April 13, 2023, with the following points:

• For the Ordinary General Meeting of Shareholders, with one new point, as follows:

"Approval of the gross monthly remuneration of the Chairman of the Audit Committee, in amount of Lei 6,837 corresponding to a net monthly remuneration of Lei 4,000 until April 30, 2023 and a gross monthly remuneration of Lei 8,547 corresponding to a net monthly remuneration of Lei 5,000 starting with May 1, 2023.".

The above-mentioned point will be introduced after point 10 on the agenda of OGMS as it was published in the Official Gazette, Part IV, no. 1401 of March 24, 2023, and in the newspaper

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ROMPETROL RAFINARE SA

215 Năvodari Blvd. Administrative Building, 905700, Năvodari, Constanța, ROMANIA

fax: + (40) 241 506 930 | phone: + (40) 241 506 207 | email: [e-mail] www.rompetrol.com

DocuSign Envelope ID: 2266F7F8-4B55-428A-A5AE-06E171DC2F0E

"Bursa" no. 56 (historical no. 7329) of March 24, 2023. As a result of this amendment, the above- mentioned point will be numbered 101, on the revised agenda of the OGMS.

• For the Extraordinary General Meeting of Shareholders, one new point:

"Ratification of the conclusion of Addendum no. 3 to the Framework Agreement for the sale

• purchase of crude oil no. 09046/2021, in order to approve the content, form, terms and conditions provided in this Addendum concluded between Rompetrol Rafinare S.A., buyer, and KazMunayGas Trading A.G., seller, considering the supporting materials related to this point, documents that will be made available shareholders within the legal term.".

The above-mentioned point will be introduced after point 1 on the agenda as it was published in the Official Gazette, Part IV, no. 1401 of March 24, 2023, and in the newspaper "Bursa" no. 56 (historical no. 7329) of March 24, 2023. As a result of this amendment, the above-mentioned point will be numbered 11 , on the revised agenda of the EGMS.

Therefore, the agenda of the OGMS of 27 (28) April 2023, 11:00 a.m., and of the EGMS of 27

(28) of April 2023, 01:00 p.m., respectively, will be as follows:

Revised OGMS agenda:

1. Approval of the Individual Annual Financial Statements of Rompetrol Rafinare SA as of and for the year ended December 31, 2022, drawn up in accordance with the Order of the Ministry of Public Finance No. 2844/2016 for approval of Accounting Regulations in accordance with International Financial Reporting Standards, as further amended and supplemented, based on the Annual Report of the Board of Directors for 2022 drawn up in accordance with the provisions of the FSA Regulation No 5/2018, and the Independent Financial Auditor's Report drawn up by
   Ernst & Young Assurance Services S.R.L. on the Annual Standalone Financial Statements of Rompetrol Rafinare on and for the financial year ended on December 31st, 2022.
2. Approval of the Consolidated Annual Financial Statements of Rompetrol Rafinare on and for the financial year ended on December 31st, 2022 (including the financial statements of Rompetrol Rafinare S.A. and those of its subsidiaries: Rompetrol Downstream S.R.L., Rom Oil S.A., Rompetrol Quality Control S.R.L., Rompetrol Logistics S.R.L. (together with the subsidiary Rompetrol Gas S.R.L.) and Rompetrol Petrochemicals S.R.L.), drawn up in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union, based on the
   Report of the Board of Directors for 2022 and of the Independent Financial Auditor's Report on the Annual Consolidated Financial Statements on and for the financial year ended on December 31st, 2022.

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ROMPETROL RAFINARE SA

215 Năvodari Blvd. Administrative Building, 905700, Năvodari, Constanța, ROMANIA

fax: + (40) 241 506 930 | phone: + (40) 241 506 207 | email: [e-mail] www.rompetrol.com

DocuSign Envelope ID: 2266F7F8-4B55-428A-A5AE-06E171DC2F0E

1. Approval of the proposal of the Board of Directors of Rompetrol Rafinare S.A. regarding the distribution of the net profit for the fiscal year 2022, in the amount of RON 666,277,159, as follows: 62,195,597 RON to be allocated to the legal reserve and 604,081,562 RON to cover losses carried forward from previous years, as provided for in the note presented to shareholders.
2. Approval of the discharge of all directors of the Company for their activities carried out in the fiscal year 2022, based on the reports submitted.
3. Approval of the following documents:

1. Income and Expenditure Budget for 2023:
2. Company's Production program for 2023;
3. Investment budget for 2023.

1. Revocation of Mr. Yedil Utekov as a member of the Board of Directors of Rompetrol Rafinare S.A. as a result of his resignation as a director starting May 1, 2023 (the last day of his term of office being April 30, 2023).
2. Revocation of Mr. Askar Abilov as a member of the Board of Directors of Rompetrol Rafinare S.A. as a result of his resignation as a director starting May 1, 2023 (the last day of his term of office being April 30, 2023).
3. Approval of the election of 4 new members of the Board of Directors of Rompetrol Rafinare S.A. for a term of office starting from May 1, 2023, and which will expire on April 30, 2026 (the date of expiry of the term of office of the current members of the Board of Directors).
4. Approval of the amended version of the Remuneration Policy of the Company, in the form attached to the Note related to this item on the agenda, which will be made available to the shareholders in accordance with the law; the amended Policy will enter into force from the date of its approval by the Ordinary General Meeting Shareholders.
5. Approval of the gross monthly remuneration of members of the Board of Directors for the financial year 2023, as well as the establishment of the general limit of the additional remunerations of the members of the Board of Directors to whom specific duties have been assigned within the Board of Directors.

101. Approval of the gross monthly remuneration of the Chairman of the Audit Committee, in amount of Lei 6,837 corresponding to a net monthly remuneration of Lei 4,000 until April 30, 2023 and a gross monthly remuneration of Lei 8,547 corresponding to a net monthly remuneration of Lei 5,000 starting with May 1, 2023.

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ROMPETROL RAFINARE SA

215 Năvodari Blvd. Administrative Building, 905700, Năvodari, Constanța, ROMANIA

fax: + (40) 241 506 930 | phone: + (40) 241 506 207 | email: [e-mail] www.rompetrol.com