Rompetrol Rafinare S A : Report of transactions with related parties according to art. 108 ind. 3 and ind. 12 of Law 24/2017, republished

DocuSign Envelope ID: 619AAC5B-C4FD-4563-882F-91C12DE95BB6

No. 6711/29.12.2023

To: FINANCIAL SUPERVISORY AUTHORITY (F.S.A.)

BUCHAREST STOCK EXCHANGE (B.S.E.)

From: ROMPETROL RAFINARE S.A.

CURRENT REPORT prepared in compliance with the provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished, and Regulation no. 5/2018 on issuers of financial instruments and market operations

Report date: December 29th, 2023

ROMPETROL RAFINARE S.A.

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

Telephone number: 0241/506100

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 events to report: Reporting of transactions with related parties according to art. 108 of Law 24/2017, republished

Rompetrol Rafinare S.A. informs its shareholders and investors about the conclusion of several transactions with affiliated parties of the type listed in art. 108 of the Law no. 24/2017, republished, according to the annexes beelow:

• Annex 1 - transactions with affiliated parties according to art. 108 para. (3) of Law 24/2017, republished, concluded by Rompetrol Rafinare S.A. (Issuer);
• Annex 2 - transactions with affiliated parties according to art. 108 para. (12) of Law 24/2017, republished, concluded between Rompetrol Downstreem S.R.L. (DWS) - the subsidiary of Rompetrol Rafinare S.A. (RRC) and KMG ROMPETROL S.R.L. (KMGR) - affiliated with the RRC
• Annex 3 - transactions with affiliated parties according to art. 108 para. (12) of Law 24/2017, republished, concluded between Rompetrol Gas S.R.L. (RGS) - the subsidiary of Rompetrol Rafinare S.A. (RRC) and KMG ROMPETROL S.R.L. (KMGR) - affiliated with the RRC

General Manager	Financial Manager
Florian Daniel POP	Alexandru STAVARACHE

pg. 1

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: 619AAC5B-C4FD-4563-882F-91C12DE95BB6

Annex 1- transactions with affiliated parties according to art. 108 para. (3) of Law 24/2017, republished, concluded by Rompetrol Rafinare S.A. (Issuer)

		Nature of
	Name of the	the	Type and No. Contract,	Object of			Terms and
No.	relationship	Transaction value	Guarantees constituted	methods of
	Affiliate party	with the	date of conclusion	transactions			payment
		Affiliate
1	2	3	4	5	6	7	8
Transactions of ROMPETROL RAFINARE S.A. (Issuer) as Beneficiary in October and November 2023
							Payment to be
	KazMunayGas		Addendum 1- Contract	Raw material			made by TT at 12
1	Trading AG	Affiliate	10393-Rafinare-2023-08	acquistion	USD 43,928,569	NA	working days
			/ 22.11.2023*				after the final
							price is known
							Payment to be
	KazMunayGas		Addendum 1- Contract	Raw material			made by TT at 12
2	Trading AG	Affiliate	10392-Rafinare-2023-08	acquistion	USD 23,040,600	NA	working days
			/ 29.11.2023*				after the final
							price is known
					Contract value estimated for 2023 is
			Notification no.		261,189,721 Lei* as per actual 217,132,207
	ROMPETROL		10/31.10.2023 to the	Thermal energy	Lei January- October 2023 included CO2		Payment term 30
3	Affiliate	Contract no.RR 3	certificates cost and 44,057,514 lei	NA	days from the
ENERGY SA	price change
		/13.01.2022/Addendum	estimated for 2 months as per production		invoice issuing
			no.2/29.12.2022		plan quantities and prices for November-
					December 2023
					Contract value estimated for 2023 is
			Notification no.		269,016,093 Lei* as per actual 245,763,621
	ROMPETROL		11/30.11.2023 to the	Thermal energy	Lei January- November 2023 included		Payment term 30
4	Affiliate	Contract no.RR 3	CO2 certificates cost and 23,252,473 lei	NA	days from the
ENERGY SA	price change
		/13.01.2022/Addendum	estimated for 1 month as per production		invoice issuing
			no.2/29.12.2022		plan quantities and prices for December
					2023

pg. 2

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: 619AAC5B-C4FD-4563-882F-91C12DE95BB6

		Nature of
	Name of the	the	Type and No. Contract,	Object of				Terms and
No.	relationship		Transaction value	Guarantees constituted	methods of
	Affiliate party	with the	date of conclusion	transactions				payment
		Affiliate
1	2	3	4	5		6	7	8
							Except where the Parties agree otherwise in writing or where
							the law imperatively establishes a longer warranty period
							(such as: the 36-month warranty period applicable to works
							concerning constructions in category C; the term 10 years
							from the receipt of the work for the hidden defects of the
							construction, the warranty period equal to the duration of
							the construction, for the defects of the resistance structure
							resulting from non-compliance with the design and
							execution rules in force at the date of its construction),
							warranty will last for:
							-12 (twelve) calendar months, starting with the date of
							preparation of the MINUTES OF RECEIPT AT THE END OF THE
							WORKS;
			11 orders submitted in				-12 (twelve) calendar months, starting with the date of
			October and				drawing up the MINUTES OF RECEPTION AT COMMISSIONING,	Payment within
	ROMINSERV		November 2023 based			24,826,108 USD (without VAT)	in the case of the works mentioned in art.1.1. paragraph 1)	30 calendar days
5	Affiliate	on Contract RR	Contractor		letter b) but not more than 15 months from the signing of the	from the date of
S.R.L.
		4/27.02.2019 and				Minutes of Reception at the Completion of the Works,	issuing the
			Addendum no.1 from				provided that the commissioning is not postponed or	invoice
			19.09.2019				prevented by causes attributable to the Beneficiary, in which
							case the warranty period will be 12 months old and will start
							to run from the date of preparation of the RECEPTION
							MINUTES AT THE END OF THE WORKS.
							Before the expiration of the Warranty Period and within it, the
							Beneficiary will immediately inform the Contractor about all
							problems encountered in the works performed (but not later
							than 2 days from their knowledge), the potential causes that
							caused the problems and of the consequences that may
							occur, following that the Parties decide together the
							measures that are necessary to be adopted, the term for
							remedying the problems appeared depending on the
							nature of the incident and its circumstances and any other
							particular aspects.
Transactions of ROMPETROL RAFINARE S.A. (Issuer) as Supplier in October and November 2023

1

ROMPETROL ENERGY SA

Affiliate

Notification 10/2023 to the Contract no .RR 1 /28.01.2013

Refinery gas price change

2023 estimation contract value is

119,275,014 Lei/year* as per actual for 10 months 99,132,191 Lei and 20,142,823 Lei estimated for 2 months as per Budget 2023 quantities and price

NA

Payment term 10 calendar days after invoice issuing

pg. 3

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: 619AAC5B-C4FD-4563-882F-91C12DE95BB6

		Nature of
	Name of the	the	Type and No. Contract,	Object of			Terms and
No.	relationship	Transaction value	Guarantees constituted	methods of
	Affiliate party	with the	date of conclusion	transactions			payment
		Affiliate
1	2	3	4	5	6	7	8
					2023 estimation contract value is		Payment term 10
			Notification 11/2023 to		124,626,950 Lei/year* as per actual for 11
	ROMPETROL		Refinery gas		calendar days
2	Affiliate	theContract no .RR 1	months 113,030,907 Lei and 11,596,043 Lei	NA
ENERGY SA	price change	after invoice
		/28.01.2013	estimated for 1 month as per Budget 2023
					issuing
					quantities and price
Other transactions concluded by Rompetrol Rafinare S.A. (Issuer) in October and November 2023
					The value of the average balance** of
					the RON cash pooling account in October
					2023 was - RON 1,948,108,569.09 and the		For the Loan/
					net interest expense this month was
						Credit:
					- RON 13,502,667.15.
				Running of		daily depending
	KMG			Available Funds			on the payment
			Optimization	The value of the average balance** of		needs or maturity
	ROMPETROL		Loan agreement
		System of the		date (one year
1	SRL - as	Affiliate	registered under no. 3	the USD cash pooling account in October	NA
companies	from the signing
	Coordinating		from 04.08.2014	2023 was USD 82,877,887.80 and the net
		within the		date which is the
	Company			interest income was USD 514,728.04.
			Rompetrol Group		contract
				(Cash pooling)			termination date)
					The value of the average balance** of		for the existing
					the EUR cash pooling account in October		balance
					2023 was EUR 19,130,869.75 and the net
					interest income was EUR 103,904.51.
					The value of the average balance** of
					the RON cash pooling account in
					November 2023 was		For the Loan/
					- RON 1,529,086,157.47 and the net interest		Credit:
				Running of	expense this month was		daily depending
	KMG			Available Funds	- RON 10,286,885.89.		on the payment
			Optimization	The value of the average balance** of		needs or maturity
	ROMPETROL		Loan agreement
		System of the	the USD cash pooling account in		date (one year
2	SRL - as	Affiliate	registered under no. 3	NA
companies	November 2023 was - USD 2,134,688.85	from the signing
	Coordinating		from 04.08.2014
		within the	and net interest expense was		date which is the
	Company
			Rompetrol Group	- USD 31,498.27.		contract
				(Cash pooling)	The value of the average balance** of		termination date)
					the EUR cash pooling account in		for the existing
					November 2023 was EUR 21,162,729.73		balance
					and the net interest income was EUR
					110,538.47.

1. Contracts/addendums with an estimated value (the final value is not known at the reporting time or the contract/add is applied for the subsequent period) (**) The average balance was calculated based on daily balances, which in some days had the nature of claim, and in others - the nature of debt

pg. 4

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: 619AAC5B-C4FD-4563-882F-91C12DE95BB6

Company	Nature of	Related party	Nature of	Currency	Balances as of 30,06,2023
Name	relationship	Name	relationship	Receivables	Liabilities
Rompetrol Rafinare S.A.	Emitent	KazMunayGas Trading AG	Affiliated	USD	30,525,705	820,244,697
				EURO	1,959,435	-
Rompetrol Rafinare S.A.	Emitent	ROMPETROL ENERGY S.A.	Affiliated	RON	70,065,552	29,833,125
					17,980,788	-
Rompetrol Rafinare S.A.	Emitent	ROMINSERV SRL	Affiliated	RON
					34,039,196	43,319,463
Rompetrol Rafinare S.A.	Emitent	KMG ROMPETROL S.R.L.	Affiliated	RON
				USD	2,314,800	1,608,072,371
				EURO	94,748,326
Abbreviations:
NA - not applicable

MOP - Monthly Operational Plan

B/L - Bill of Landing

TT - Telegraphic Transfer

General Manager	Financial Manager
Florian Daniel POP	Alexandru STAVARACHE

pg. 5

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: 619AAC5B-C4FD-4563-882F-91C12DE95BB6

Annex 2- transactions with affiliated parties according to art. 108 para. (12) of Law 24/2017, republished, concluded in October and November 2023 between Rompetrol Downstream S.R.L. (DWS) - the subsidiary of Rompetrol Rafinare S.A. (RRC) and KMG Rompetrol S.R.L. (KMGR) - affiliated with the RRC

	No.	Type and No. Contract,	Object of transactions		Transaction value	Guarantees constituted	Terms and methods of payment
		date of conclusion
1	2	3		4	5	6
	DWS - as Participant Company (Member of the cash pooling System)
	KMGR - as Coordinating Company
					The value of the average balance* of the RON cash
					pooling account in Octomber 2023 was RON
					1,237,280,106 and the net interest income this
					month was RON 9,334,497
			Running of Available Funds				For loan / credit / deposit: daily depending on
				The value of the average balance* of the USD cash
			Optimization System of the			receipts / payments or on the due date (one
		Loan agreement from		pooling account in Octomber 2023 was
1	companies within the		NA	year from the date of signing which is also the
25.08.2014		- USD 40,789,126 and the net interest expense was
		Rompetrol Group (Cash			date of termination of the contract) for the
				- USD 448,612
			pooling)			existing balance
					The value of the average balance* of the EUR cash
					pooling account in Octomber 2023 was
					- EUR 42,510 and the net interest expense was
					- EUR 235
					The value of the average balance* of the RON cash
					pooling account in November 2023 was RON
					1,276,732,602 and the net interest income this
					month was RON 7,291,069
			Running of Available Funds				For loan / credit / deposit: daily depending on
				The value of the average balance* of the USD cash
		Loan agreement from	Optimization System of the			receipts / payments or on the due date (one
			pooling account in November 2023 was
2	companies within the		NA	year from the date of signing which is also the
25.08.2014		- USD 41,200,534 and the net interest expense was
		Rompetrol Group (Cash			date of termination of the contract) for the
				- USD 140,451
			pooling)			existing balance
					The value of the average balance* of the EUR cash
					pooling account in November 2023 was
					- EUR 42,510 and the net interest expense was
					- EUR 227
	(*) The average balance was calculated based on daily balances, which in some days had the nature of claim, and in others - the nature of debt
Abbreviations:
NA - not applicable

pg. 6

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: 619AAC5B-C4FD-4563-882F-91C12DE95BB6

Company	Nature of relationship	Related party	Nature of			Balances as of 30,06,2023
	with the Issuer		relationship	Tranzaction	Currency
Name		Name	with the	Name	Receivables		Liabilities
			Issuer
Rompetrol Downstream S.R.L.	Subsidiary of RRC (Issuer)	KMG ROMPETROL S.R.L.	Affiliated	Cash pooling	RON	958,905,255		5,755,234
				Cash pooling	USD	70,697,956		174,247,027
				Cash pooling	EURO			42,793
General Manager of Rompetrol Rafinare S.A.		Financial Manager of Rompetrol Rafinare S.A.
Florian Daniel POP			Alexandru STAVARACHE

pg. 7

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: 619AAC5B-C4FD-4563-882F-91C12DE95BB6

Annex 3- transactions with affiliated parties according to art. 108 para. (12) of Law 24/2017, republished, concluded in October and November 2023 between Rompetrol Gas S.R.L. (RGS) - the subsidiary of Rompetrol Rafinare S.A. (RRC) and KMG Rompetrol S.R.L. (KMGR) - affiliated with the RRC

		Type and No.			Guarantees
	No.	Contract, date of	Object of transactions	Transaction value	Terms and methods of payment
	constituted
		conclusion
1	2	3	4	5	6
	RGS: as Participant Company (Member of the cash pooling System)
	KMGR - as Coordinating Company
				The value of the average balance* of the RON cash
			Running of Available Funds	pooling account in October 2023 was RON
			309,693,238.71 and the net interest income this month
			Optimization System of the		For the Loan/ Credit: daily depending on the payment needs or
		Loan agreement	was 2,139,626.04 RON
1	companies within the	NA	maturity date (one year from the signing date which is the contract
from 25.08.2014	The value of the average balance* of the USD cash
		Rompetrol Group (Cash		termination date) for the existing balance
			pooling account in October 2023 was
			pooling)
			- USD 26,454,289.83 and the net interest expense was
				- USD 179,663.59
				The value of the average balance* of the RON cash
			Running of Available Funds	pooling account in November 2023 was RON
			196,615,401.08 and the net interest income this month
			Optimization System of the		For the Loan/ Credit: daily depending on the payment needs or
		Loan agreement	was 1,303,234.47 RON
2	companies within the	NA	maturity date (one year from the signing date which is the contract
from 25.08.2014	The value of the average balance* of the USD cash
		Rompetrol Group (Cash		termination date) for the existing balance
			pooling account in November 2023 was
			pooling)
			- USD 2,217,911.12 and the net interest expense was
				- USD 14,511.85
	(*) The average balance was calculated based on daily balances, which in some days had the nature of claim, and in others - the nature of debt

	Company	Nature of	Related party				Balances as of 30,06,2023
		relationship		Nature of relationship with the
	Denumire	Denumire	Tranzaction Name	Currency
	with the	Issuer	Receivables	Liabilities
		Issuer
		Subsidiary
	Rompetrol Gas S.R.L.	of RRC	KMG ROMPETROL S.R.L.	Affiliate	Cash pooling	RON	343,652,991.25
		(Issuer)
					Cash pooling-interest	RON	2,195,874.88
					Cash pooling	USD		30,989,430.36
					Cash pooling-interest	USD		201,370.21
	Abbreviations:
NA - not applicable
	General Manager of Rompetrol Rafinare S.A.			Financial Manager of Rompetrol Rafinare S.A.
	Florian Daniel POP				Alexandru STAVARACHE

pg. 8

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