SNGN Romgaz : OGMS Resolution no.12 from September 11, 2023

RESOLUTION NO. 12/September 11, 2023

of the Ordinary General Meeting of Shareholders

Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A.

Registered office: Medias, 4 Constantin Motas square, Sibiu County, Romania, registered with the Trade Register Office attached to Sibiu Law Court under no. J32/392/2001, fiscal code RO 14056826

The Ordinary General Meeting of Shareholders of Societatea Nationala de Gaze Naturale "ROMGAZ" - SA joined in the meeting, at its first convening, of September 11, 2023, 1:00 pm (Romania time) at the SNGN ROMGAZ SA working point located in Bucharest, Sector 1,

59 Grigore Alexandrescu Street, 5th floor, issues the following:

R E S O L U T I O N

Article 1

Approval of the financial and non-financial performance indicators resulting from S.N.G.N. Romgaz S.A. Governance Plan as presented in Report No. 30318/August 4, 2023.

The resolution was approved with 312,823,744 votes representing 81.1638% from the sharecapital and 91.6422% from the total votes validly casted.

Article 2

Approval of the annual variable component of remuneration for non-executive members of the Board of Directors in amount of 12 monthly fixed allowances.

The resolution was approved with 308,416,910 votes representing 80.0205% from the sharecapital and 90.3512% from the total votes validly casted.

Article 3

Approval of the attached form and content of the Addendum of the Contracts of mandate of the Board members, having as object:

1. financial and non-financial performance indicators of the Board members;
2. targets related to financial and non-financial performance indicators of the Board members;

Societatea Naţională	T: 004-0374 - 401020	551130, Mediaş	Capital social: 385.422.400 lei
de Gaze Naturale	F: 004-0269-846901	Piața C.I. Motaş, nr.4	CIF: RO 14056826
Romgaz S.A.	E: [e-mail]	Jud. Sibiu - România	Nr.ord.reg.com: J32/392/2001

1. the amount of the variable component of remuneration for the Board members determined on the basis of the financial and non-financial performance indicators, the method of calculation and granting the remuneration;
2. the period for which the variable component is granted.

The resolution was approved with 312,823,744 votes representing 81.1638% from the sharecapital and 91.6422% from the total votes validly casted.

Article 4

The following are hereby approved:

1. the monthly fixed allowance for executive Board members, the Chief Executive Officer and the Deputy Chief Executive Officer within the limit of 6 times the average for the past twelve months of the monthly gross average wage for the activity performed in accordance with the company's scope of activity at wage class level according to the national classification of economic activities communicated by the National Institute for Statistics prior to the appointment;
2. the monthly fixed allowance for the Chief Financial Officer within the limit of 5 times the average for the past twelve months of the monthly gross average wage for the activity performed in accordance with the company's scope of activity at wage class level according to the national classification of economic activities communicated by the National Institute for Statistics prior to the appointment;
3. the annual variable component of remuneration for executive members of the Board within the limit of a 24 monthly fixed allowances;
4. the annual variable component of remuneration for the Chief Executive Officer and Deputy Chief Executive Officer within the limit of 24 monthly fixed allowances;
5. the annual variable component of remuneration for the Chief Financial Officer within the limit of 12 monthly fixed allowances.

The resolution was approved with 323,584,072 votes representing 83.9557% from the sharecapital and 94.7945% from the total votes validly casted.

Article 5

Authorizing the representative of the Ministry of Energy to sign the Addenda to the Contracts of mandate concluded with the members of the Board, according to the template attached to Item 3 of this Resolution.

The resolution was approved with 333,371,792 votes representing 86.4952% from the sharecapital and 97.6618% from the total votes validly casted.

Article 6

Authorizes the Chairman and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders.

The resolution was approved with 337,104,290 votes representing 87.4635% from the sharecapital and 98.7553% from the total votes validly casted.

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This document was drafted on September 11, 2023, in 4 (four) copies.

CHAIRMAN OF

THE BOARD OF DIRECTORS

DAN DRAGOS DRAGAN

SECRETARY OF THE MEETING

CLAUDIU - AURELIAN POPA

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Annex

ADDENDUM No. ...

to Contract of Mandate No

dated

I. Preamble

Taking the following into consideration:

• Goverment Decision No. 575/June14, 2001 on establishing Societatea Naţională de Gaze Naturale "ROMGAZ" - S.A. Mediaş;
• Provisions of Government Emergency Ordinance No. 109/2011 on corporate governance of public enterprises ("GEO No. 109/2011") approved as amended and supplemented by Law No. 111/2016 in force on the conclusion date of the contracts of mandate;
• Provisions of Law No. 31/1990 on companies, republished, as amended and supplemented ("Law No. 31/1990");
• Provisions of Law No. 297/2004 on capital market as amended and supplemented ("Law No. 297/2004");
• Government Decision No. 722/2016 for the approval of the Methodological Norms for the implementation of certain provisions of Government Emergency Ordinance No. 109/2011 on corporate governance of public enterprises ("GD No. 722/2016");
• Uptated Articles of Incorporation of Societatea Naţională de Gaze Naturale "ROMGAZ" - S.A. Mediaş;
• Provisions of Art. 1913 - 1919, Art. 1924, as well as of Art. 2009 and the following of the Civil Code;
• Ordinary General Meeting of Shareholders Resolution No. 5 dated March 14, 2023 on the approval of the contract between the company and Board members;

∙ Resolution No	of the Ordinary General Meeting of Shareholders dated	.................. on the approval
of financial and non-financial performance indicators resulting from the Governance Plan	as well as of
the variable component of remuneration for Board members and the method to grant such
the parties agree to conclude this Addendum to the Contract of Mandate No	dated	,
hereinafter referred to as the "Addendum".

II. Contracting Parties

Art.1. Societatea Naţională de Gaze Naturale "ROMGAZ" - S.A., company managed under an one-tier system, having its registered office in Medias, 4 Constantin I. Motas Square, Sibiu county, registered with the Trade Register Office of Sibiu Court under number J32/392/2001, IBAN RO08RNCB0231019525330001 opened with

BCR Medias, represented by ……………………………………………… acting as Principal ("Company")

and
............................,	born on	, in	, domiciled in
district/county ………………………, identified with ID series	, no.	............................., personal identification
number	, acting as Member of the Board of Directors or Agent ("Board Member/Agent").

III. Scope of the Addendum

3.1.Financial and Non-financial Performance Indicators

Art.2. The financial and non-financial performance indicators, approved by OGMS Resolution no. ....... of ...........

are provided in Annex 1 to this Addendum and shall represent the base for establishing and granting the variable component of remuneration for Board members during the performance of their contract of mandate.

Art.3. The performance indicators, the targets and their level of accomplishment may be amended in compliance with the legal conditions and the procedures provided for their approval.

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3.2. Variable Component of Remuneration

Art.4. Board members are granted a variable component (CV) of remuneration amounting to 12 gross fixed monthly allowances.

Art.5. Calculation method for the variable component of remuneration:

=

where:

CVn - variable component of remuneration due to the Board member in year "n", RON;

CV - variable component of remuneration pursuant to the addendum to the contract of mandate, RON;

GTIn - total degree of achievement of performance indicators in year 'n'.

	23
= ∑( )
	=1
where:
	- degree of achievement of performance indicator 'i' in year 'n';
	- the weighting coefficient for performance indicator 'i'.

Art.6. Depending on the value of the total degree of achievement of the performance indicators (GTIn), the following apply:

• GTI ≥ 100%, the variable component of remuneration is fully granted;
• 50% ≤ GTI < 100%, the variable component of remuneration is granted proportionally;
• GTI < 50%, Board member may be revoked.

Art.7. As of the approval of this Addendum by the General Meeting of Shareholders and until the termination of the contract of mandate, for each mandate year, the variable component of remuneration shall be granted pro- rata to the period worked during the year based on the contract of mandate.

Art.8. The Board member shall not benefit from the payment of fixed allowance and variable component during the period in which the Board member also fulfils the role of Company manager. The remuneration of managers is established by the Board of Directors and is the sole form of remuneration for managers also fulfilling the role of Board member.

Art.9. Payment of the variable component is made annually, within maximum 15 days from the date of the General Meeting of Shareholders approval of the annual audited financial statements and of submission of the Remuneration and Nominating Committee Annual Report.

IV.Final Provisions

Art.10. The other provisions of the Contract of Mandate remain unchanged.

This Addendum was concluded today	, in 3 (three) original copies, out if which 2 (two)
copies for the Principal and 1 (one) copy for the Board Member.
SNGN "ROMGAZ" SA	Board Member
Through:	...............................................
authorized by OGMS Resolution no. ..... of
...................

......................................................

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