SNGN Romgaz : OGMS Resolution no. 7, September 13, 2022

Societatea Naţională de Gaze Naturale Romgaz S.A. - Mediaş - România

RESOLUTION NO. 7/September 13, 2022

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" - S.A joined in the meeting, at its first convening, of September 13, 2022, 1:00 pm (Romania time) at the S.N.G.N. ROMGAZ S.A. 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

Mr. Dan Dragos Dragan, residing in București, professionally qualified as economist, is appointed as interim director of S.N.G.N. ROMGAZ S.A..

The resolution was approved with 301,538,110 votes representing 78.2358% from the sharecapital and 92.2612% from the total votes validly casted.

Article 2

Mr. Aristotel Marius Jude, residing in Medias, professionally qualified as MBA legal adviser, is appointed as interim director of S.N.G.N. ROMGAZ S.A..

The resolution was approved with 301,538,110 votes representing 78.2358% from the sharecapital and 92.2612% from the total votes validly casted.

Article 3

Mr. Cezar Batog, residing in Bucuresti, professionally qualified as economist, is appointed as interim director of S.N.G.N. ROMGAZ S.A..

The resolution was approved with 273,174,134 votes representing 70.8766% from the sharecapital and 87.6344% from the total votes validly casted.

Article 4

Mr. Virgil Marius Metea, residing in Livezeni, professionally qualified as engineer, is appointed as interim director of S.N.G.N. ROMGAZ S.A..

The resolution was approved with 286,428,673 votes representing 74.3155% from the sharecapital and 91.8864% from the total votes validly casted.

Capital social: 385.422.400 lei	S.N.G.N. Romgaz S.A.
551130, Piața C.I. Motaş, nr.4
CIF: RO 14056826
Mediaş, jud. Sibiu - România
Nr. Ord.reg.com/an : J32/392/2001	Telefon: [phone] - 401020
Fax: [phone]
RO08 RNCB 0231 0195 2533 0001 - BCR Mediaş
E-mail: [e-mail]
RO12 BRDE 330S V024 6190 3300 - BRD Mediaş	www.romgaz.ro

Article 5

Mr. Nicolae Bogdan Simescu, residing in Medias, professionally qualified as engineer, is appointed as interim director of S.N.G.N. ROMGAZ S.A..

The resolution was approved with 301,538,110 votes representing 78.2358% from the sharecapital and 92.2612% from the total votes validly casted.

Article 6

Mr. Botond Balazs, residing in Medias, professionally qualified as legal adviser, is appointed as interim director of S.N.G.N. ROMGAZ S.A..

The resolution was approved with 278,367,995 votes representing 72.2241% from the sharecapital and 89.4416% from the total votes validly casted.

Article 7

Mr. Gheorghe Silvian Sorici, residing in Cisnadie, professionally qualified as economist, is appointed as interim director of S.N.G.N. ROMGAZ S.A..

The resolution was approved with 272,682,716 votes representing 70.7491% from the sharecapital and 87.6148% from the total votes validly casted.

Article 8

Approves the term of mandate of interim board members appointed in compliance with art. 1-7, of 4 (four) months starting with September 15, 2022 and ending on January 15, 2023.

The resolution was approved with 286,428,673 votes representing 74.3155% from the sharecapital and 91.8864% from the total votes validly casted.

Article 9

Establishes the fixed gross monthly remuneration of non-executive interm board members, equal two times the average over the past 12 months of the gross average monthly salary, for the activity performed according to the main business scope registered by the company, at class level according to the activity classification in the national economy, communicated by the National Statistics Institute prior to the appointment

The resolution was approved with 286,428,673 votes representing 74.3155% from the sharecapital and 91.8864% from the total votes validly casted.

Article 10

Approves the template of the mandate contract to be concluded with interim board members, according to the annex.

The resolution was approved with 286,428,673 votes representing 74.3155% from the sharecapital and 91.8864% from the total votes validly casted.

Article 11

Authorises the Ministry of Energy representative in the Ordinary General Meeting of Shareholders to sign for and on behalf of SNGN ROMGAZ SA the contracts of mandate.

The resolution was approved with 286,428,673 votes representing 74.3155% from the sharecapital and 91.8864% from the total votes validly casted.

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Article 12

Authorises the Chairperson and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders.

The resolution was approved with 326,830,802 votes representing 84,7981 from the sharecapital and 100% from the total votes validly casted.

This document was drafted on September 13, 2022, in 4 (four) copies.

CHAIRMAN OF THE MEETING

DAN DRAGOS DRAGAN

SECRETARY OF THE MEETING

ILARIANA DINU

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ANNEX

DIRECTOR AGREEMENT NO._____

WHEREAS:

• Law No. 31/1990, Company Law, republished, as amended and supplemented, hereinafter referred to as Law No. 31/1990
• Government Emergency Ordinance No. 109/2011 on public companies corporate governance as amended and supplemented by Law No.111/2016, hereinafter referred to as GEO No. 109/2011
• Government Decision No. 722/2016 on approving the Enforcement Guidelines of certain provisions of Government Emergency Ordinance No. 109/2011 on corporate governance of public enterprises, hereinafter referred to as G.D. No. 722/2016
• Government Decision No. 26/2013 on strengthening financial discipline at the level of economic operators in which the state or administrative-territorial units are sole or majority shareholders or directly or indirectly hold a majority stake, as amended and supplemented
• The provisions of Article 1913 and the following, as well as Article 2009 and the following of Law No. 287/2009 on the Civil Law, as amended and supplemented

and whereas:

Resolution of the Ordinary General Meeting of Shareholders No. ………… of …………..

appointing Mr./Mrs. ……………. as member of the Board of Directors, who has expressly

accepted such appointment, and who will exercise, together with the other members of the Board of Directors its duties, provided by GEO No. 109/2011 on public companies corporate governance, as amended and supplemented;

Pursuant to the provisions of Article 142 of the Company Law No. 31/1990, republished, as amended and supplemented, the Board of Directors is responsible for the performance of all acts necessary and useful for the fulfilment of the company's object of activity, except those reserved by law for the General Meeting of Shareholders;

The form of the Director Agreement, including the fixed gross allowance due to the directors, was approved by Resolution No. …….. of……… of the Ordinary General Meeting

of Shareholders in accordance with the Government Decision No. 722/2016 on approving the Enforcement Guidelines of certain provisions of Government Emergency Ordinance No. 109/2011 on corporate governance of public enterprises, as amended and supplemented and with Law No. 31/1990, Company Law, republished, as amended and supplemented;

The General Meeting of Shareholders of ………………S.A. from …………………….. decided that

this Director Agreement shall be signed by the shareholders/representative, Mr./Mrs.

…………….

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Article 1 Contracting Parties
(1) ..................................................	S.A.,	having its	headquarters at
..............................	, tel./fax. ……...… / ………………, e-mail: ………………………………..,
registered	with the Trade Register	Office	of ..............	under	number
J......................	, Unique Registration	Code...........................	, by the	General

Meeting of Shareholders represented by Mr./Mrs. ……………....……, appointed based on the

G.M.S. Resolution No. …………………/…………………..,	acting as principal ("The Company")
and
(2) Mr./Mrs. …..……………….. Romanian citizen,	born on ……………., domiciled in,

…………………………. Street…………………. No. ….., the county of ……....., identified with IC,

series …. No. ……...........… issued by ..........…........…. on …….............., personal

identification number ………………………………, tel./fax. ……………… / ………………, e-mail:

…………………………………….., acting as director, hereinafter referred to as Director/Agent,

hereby agreed to conclude this Director Agreement, binding on its terms and conditions.

In this Director Agreement, the terms listed below will have the following meaning:

1. Applicable legal framework - all Romanian legal provisions included in the Company Law No. 31/1990, the Civil Law, G.E.O. No. 109/2011, G.D. No. 722/2016, G.O. No. 26/2013, the Fiscal Law, laws applicable to the capital market, as well as in any normative act applicable to this contract;
2. Conflict of interest - any defined/definable situation or circumstance relative to the applicable legal framework and to the Company Rules of Organisation and Operation (Company ROO), Board of Directors Rules of Organisation and Operation (BoD ROO) where the direct or indirect personal interest of the Director interferes with the Company interest, in a way that affects or could affect the independence or fairness of Director's business decisions or timely and objective fulfilment of his duties during the performance of his mandate for the Company;
3. Contract - means both this Director Agreement and any other designation resulting from the statutory provisions (e.g., Governing Contract) or the provisions of the applicable Legal Framework (Management Contract, Governing Contract);
4. Significant Event - means a situation, a modification within the Company, which could attract the public interest, in a negative or positive sense, and which could be seen by the press and the public in a critical manner and for which a point of view from shareholders could also be sought. Within the meaning of this contract, Significant Events are considered, but without limitation:
5. 1. change of the Chief Executive Officer (either by resignation from mandate, or by revocation by the Board of Directors or any other causes);
   2. resignation from mandate of any member of the Board of Directors from the date of acknowledgement;
   3. fraudulent acts committed by members of the Board, the CEO, managers, who have been established by the internal auditor, internal control or a public authority;
   4. criminal complaint against the members of the Board, the CEO, the managers;
   5. restructuring decisions affecting more than 20 % of the company's activity (turnover, personnel structure, etc.),

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