Rompetrol Rafinare S A : Current report – Notice of Annual OGMS and AGMS from April 27/28, 2023

DocuSign Envelope ID: FD19BA9A-8B37-4C47-B1AA-0B62DC5A8BA8

No. 1503/March 22, 2023

To: BUCHAREST STOCK EXCHANGE

FINANCIAL SUPERVISORY AUTHORITY

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

Date of report: 22 March, 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: Lei 2,655,920,572.60

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

Significants event to be reported: Decision no. 2 adopted by the Board of Directors on

March 22nd, 2023 with respect to the convening of the Ordinary General Meeting of Shareholders ("OGMS") and Extraordinary General Meeting of Shareholders ("EGMS") of

Rompetrol Rafinare S.A. on April 27th, 2023 (April 28th, 2023 - second convening).

The Board of Directors of Rompetrol Rafinare S.A. (hereinafter referred to as "the Company" or "RRC"), in the meeting held on March 22, 2023, adopted the decision to convene:

the Ordinary General Meeting of Shareholders, in Năvodari, 215 Năvodari Blvd., Administrative Facility, Constanţa County, on April 27, 2023 (first convening), starting at 11:00

a.m., respectively, April 28, 2023 (the second convening), starting at 11:00 a.m. for all the shareholders registered in the Company Shareholders' Registry held by Depozitarul Central S.A.,

Bucharest, at the end of April 18h, 2023, considered as Reference Date for this meeting,

and

the Extraordinary General Meeting of Shareholders, in Năvodari, 215 Năvodari Blvd., Administrative Facility, Constanţa County, on April 27, 2023 (first convening), starting at 01:00

p.m., respectively, April 28, 2023 (the second convening), starting at 01:00 p.m. for all the shareholders registered in the Company Shareholders' Registry held by Depozitarul Central S.A,

Bucharest, at the end of April 18, 2023, considered as Reference Date for this meeting,

Page 1 of 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: FD19BA9A-8B37-4C47-B1AA-0B62DC5A8BA8

The Ordinary General Meeting of Shareholders has the following 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.

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.

6. 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)

Page 2 of 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: FD19BA9A-8B37-4C47-B1AA-0B62DC5A8BA8

1. 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)
2. 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).
3. 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.
4. 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.
5. Submission to the consultative vote of OGMS of the Remuneration report of the management structure related to the financial year 2022, according to the provisions of art. 107 of Law no. 24/2017 on issuers of financial instruments and market operations, republished.
6. Approval of the date of (i) May 16, 2023, as Record Date, according to Article 87 (1) of

Law No. 24/2017; and (ii) May 15, 2023, as EX-DATE, the date from which the financial instruments are traded without the rights arising from the RRC' OGMS, according to Article 2 (2)

item l) of Regulation No. 5/2018.

13. Empowerment of Mr. Felix Crudu-Tesloveanu,as a member of the Board of Directors and General Manager, to conclude and/ or sign on behalf of the Company and/ or the shareholders of the Company the decisions to be adopted by this OGMS and to carry out all legal formalities for registration, announcement, enforceability, execution, and publication of the adopted decisions, with the possibility of sub-mandatingthird parties.

The Extraordinary General Meeting of the shareholders has the following agenda:

1. a) Approval of the amendment of the Articles of Incorporation of the Company as per the proposal below, while the remaining provisions of the Articles of Incorporation remain unchanged:

Page 3 of 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: FD19BA9A-8B37-4C47-B1AA-0B62DC5A8BA8

Amendment of Article 15 "Responsibilities", item 15.1. (g) of Chapter V entitled "Company management (one-tier governance system)". Board of Directors" of the Articles of Incorporation

of the Company as follows:

"15.1. The Board of Directors has the following main responsibilities:

... g) except for the legal documents for whose adoption/ conclusion the approval of the General Meeting of Shareholders is necessary, according to the imperative provisions of the law, approving the adoption/conclusion on behalf of the Company of the legal documents whose object exceeds the value of:

1. USD 50,000,000 as regards the legal documents having as object the purchase of crude oil, respectively the sale of the following products: Gasoline, Diesel, Jet A1, and Liquefied Petroleum Gas.
2. USD 20,000,000 as regards the legal documents having another object than the

purchase of crude oil, respectively, the sale of the products referred to in (i) above, including the approval of participation in the formation of companies or an increase in

their share capital with a contribution exceeding this value limit."

1. Approval of the update of the Articles of Incorporation of the Company following the approval of the previous sub-topicon the agenda.

2. Approval of the date of (i) May 16, 2023, as Record Date, according to Article 87 (1) of

Law No. 24/2017; and (ii) May 15, 2023, as EX-DATE, the date from which the financial instruments are traded without the rights arising from the RRC' EGMS, according to Article 2 (2)

item l) of Regulation No. 5/2018.

3. Empowerment of Mr. Felix Crudu-Tesloveanu,as a member of the Board of Directors and General Manager, to conclude and/ or sign on behalf of the Company and/ or the shareholders of the Company the decisions to be adopted by this EGMS, including the signing of the updated Articles of Incorporation of the Company, as well as to carry out all legal formalities for registration, announcement, enforceability, execution, and publication of the adopted decisions, with the possibility of sub-mandatingthird parties.

The convening notice of the Ordinary General Meeting of Shareholder and Extraordinary General Meeting of Shareholders as of April 27th/28th, 2023 and the documents related to the meetings agenda will be available to the shareholders according to the applicable legal and statutory

provisions, starting with March 27, 2023, in electronic format on the Company's website https://rompetrol-rafinare.kmginternational.com,Investors' Relations Section/General Meeting of

the Shareholders subsection/ General Meeting of the Shareholders for the running year, well as at the Company's registered office.

Page 4 of 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: FD19BA9A-8B37-4C47-B1AA-0B62DC5A8BA8

The convening notice of the Ordinary General Meeting of Shareholders and Extraordinary General Meeting of Shareholders as of April 27th/28th, 2023 shall be published in the Official Gazette of Romania, Part IV and in a wide-spread newspaper.

The Convening Notice of the OGMS and EGMS was approved in the Company's Board of

Directors meeting dated March 22th, 2023.

Attached:

• Convening Notice of the Ordinary General Meeting of Shareholders and Extraordinary General Meeting of Shareholders on April 27th/28th, 2023.

ROMPETROL RAFINARE S.A.

Member of the Board of Directors and General Manager

Felix Crudu-Tesloveanu

Page 5 of 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