S N T G N Transgaz S A : SGG Adress - supplement convening of the OGMS

Translation from Romanian

The General Secretariat of the Government No. 20/11385/M.A./23.04.2024

THE NATIONAL GAS TRANSMISSION COMPANY TRANSGAZ S.A registered under no 35750/23.04.2024

To Mr Petru Ion Văduva, Chairman of the Board of Administration

Dear Sirs,

Considering the provisions:

• Art. 11 (6) of GEO 68/2019 on the establishment of certain measures at the level of the central public administration and for the amendment and supplementation of certain normative acts, according to which the exercise of the rights and the fulfilment of the obligations arising from the capacity of shareholder of the Romanian State in the National Gas Transmission Company Transgaz S.A. is carried out by the General Secretariat of the Government,
• Art. 105 (3) of Law 24/2017 on issuers of financial instruments and market operations, republished, corroborated with the provisions of Article 117˄1 of Companies Law 31/1990, republished, as amended,
• Article 29 ˄1 of Government Emergency Ordinance No 109/2011 on corporate governance of public undertakings, as amended and supplemented

and taking into account the items on the agenda of the Ordinary General Meeting of the Shareholders of 16/17 May 2024, as well as the letter of the Agency for Monitoring and Evaluation of the Performance of Public Enterprises No 1868/23.04.2024,

The General Secretariat of the Government requests you to add the following item to the agenda of the Ordinary General Meeting of the Shareholders convened for 16/17 May 2024:

1. "Appointment of a provisional member of the Board of Administration for a mandate not exceeding 5 months, with effect from 2 7.05.2024, with the possibility of extension, once only, for a further 2 months, for justified reasons".
2. "Approval of the form of the mandate contract for the interim member to be appointed to the Board of Administration of the National Natural Gas Transmission Company "Transgaz" S.A. and the empowerment of a representative of the majority shareholder the General Secretariat of the Government, for the signature of the mandate contract".

Draft resolution:

1. With _____votes For, representing ____% of the total number of expressed votes and with

_____votes Against, representing ____% of the total number of expressed votes, approves/does not approve the appointment of Mr/Mrs as a provisional member of the Board of Administration for a mandate of a maximum of 5 months, starting on 17.05.2024, with the possibility of extension, once, for a further 2 months, for justified reasons. A total of ___ shareholders, having ____ votes, adopted the `Abstention` position on this item.

Piața Victoriei nr.1, Sector 1, București

Tel.: [phone] int 1068/1023/1134/1238

Fax: [phone]

[e-mail]

www.gov.ro

www.sgg, ro

Translation from Romanian

2. With _____votes For, representing ____% of the total number of expressed votes and with

_____votes Against, representing ____% of the total number of expressed votes, approves/does not approve the form of the contract of mandate for the provisional member appointed to the Board of Administration of the National Gas Transmission Company "Transgaz" S.A. and the appointment of a representative of the majority shareholder, the General Secretariat of the Government, in the Ordinary General Meeting of Shareholders to sign on behalf of the Company the mandate contract with the person appointed as provisional member of the Board of Administration. A total of ___ shareholders, having ____ votes, adopted the `Abstention` position on this item.

The proposal of the Secretariat General of the Government for the appointment as a provisional member of the Board of Administration of S.N.T.G.N. Transgaz S.A. is as follows:

No.		PLACE OF	PROFESSIONAL QUALIFICATION
	NAME AND SURNAME	RESIDENCE
1.	HANZA Adina Lăcrimioara	Arad city	Economics/Legal sciences

in the context of the above, we request that you take all necessary steps to make available to shareholders the materials required for the adoption of resolutions as requested and transmitted, with completion of the publication procedure in accordance with the capital market regulations in force.

We attach the draft mandate contract for the provisional member.

At the same time, we attach the documents required for the application of the above-mentioned person, as follows:

• Copy of the identity card signed as original by the identity card holder;
• Curriculum vitae, updated, European model;
• Affidavit of no criminal record;
• Affidavit stating that they are not on the list of administrators whose mandate has been revoked for reasons attributable to them;
• Affidavit of no conflict of interest;
• Affidavit stating whether or not they hold the status of "independent" within the meaning of Article 13 8A2 of Law No 31/1990 on companies republished, as subsequently amended and supplemented;
• Declaration of compliance with the provisions of Article 4 of GEO No 109/2011, as amended;
• Declaration on compliance with Article 33 of GEO No 109/2011, as amended and supplemented
• Declaration of consent to the processing of personal data.

Yours sincerely,

For the General Secretary of the Government

Deputy General Secretary of the Government

Adrian ȚUȚUIANU

Illegible signature and stamp

Translation from Romanian

Annex to letter SGG no 20/11385/ 23.04.2024

MANDATE CONTRACT

Considering the provisions of:

• Companies Law 31/1990, republished, as further amended and supplemented, hereinafter referred to as Law 31/1990
• Government Emergency Ordinance 109/2011 on the corporate governance of public companies, as further amended and supplemented, hereinafter referred to as GEO 109/2011
• Government Decision 639 of 27 July 2023 on the approval of the methodological norms for the application of certain provisions of GEO 109/2011 on the corporate governance of public enterprises hereinafter referred to as GD 639/2023
• Government Ordinance 26/2013 on strengthening financial discipline at the level of some economic operators where the state or administrative-territorial units are unique or majority shareholders or hold directly or indirectly a majority share, as further amended and supplemented
• Art. 1913 and the subsequent articles, and Art. 2009 and the subsequent articles of Law 287/2009 on the Civil Code, as further amended and supplemented

as well as the following:

By the Resolution of the Ordinary General Meeting of the Shareholders of the Company no… ..... dated

…………, in accordance with the provisions of GEO no. 109/2011 on the corporate governance of public

companies, as subsequently amended and supplemented, a decision was taken to appoint Mr./Ms.

............................ ........................... as interim administrator, and he/she has expressly agreed to be an

interim member of the Board of Administration of the Company;

Pursuant to art. 142 of the Companies Law no. 31/1990, republished, as subsequently amended and supplemented, the Board of Administration is responsible for all necessary and practical measures to achieve the company's scope of business, except for such measures assigned by the law to the General Meeting of the Shareholders;

The form of the mandate contract, including the fixed remuneration component to be granted to the administrators, was approved by the Resolution of the General Ordinary Meeting of the Shareholders no., dated………….. according to the provisions of GD no. 639/2023 and of Law no. 31/1990;

The General Meeting of the Shareholders of S.N.T.G.N. Transgaz S.A. of ………… decided that the present

mandate contract be signed by Mr./Ms	, representative of the shareholders;
Art. 1 Contracting Parties

1. The National Gas Transmission Company "Transgaz" S.A., headquartered in Medias, no. 1, C. I. Motas Sq., Sibiu County, phone/fax. ….........……………/ …………...……, e-mail: …………………………………,
   registered with the Trade Register, Sibiu Court of Law under no. J32/301/2000, VAT no. RO/13068733,

by the General Meeting of the Shareholders, represented by Mr. / Ms

, appointed

Significant event - means a situation, a change at the level of the Company that could attract the public interest, in a negative or positive sense and that could be taken over by the press and the public critically and for which a point of view from the shareholders could be requested. Significant Events within the meaning of this contract are considered, including, but not limited to:

(i) change of Director General (either by resignation or by revocation by the Board of Administration),

(ii) the waiver of the term of office of any member of the Board of Administration, from the date of notification,

(iii) fraudulent acts committed by members of the Board of Administration, the Director General, directors, that have been discovered by the internal auditor, internal control or a public authority,

(iv) criminal complaint filed against the members of the Board of Administration, the Director General, the directors,

(v) restructuring decisions that affect more than 20% of the Company's activity (turnover, staff structure, etc.),

Translation from Romanian

based on Decision no. ........ of the General Ordinary Meeting of the Shareholders, hereinafter referred

to as COMPANY/MANDATOR, and

1. Mr. / Ms. ………………………………………. Romanian citizen, born on ………., in …………, residing in Romania,
   ……………………. str. ………. no….., bldg…….., entrance…, apt.......…, county.....……, bearer of ID series …..... no……...… issued by the Local Public Community Service of Personal Records…....…. on …….............., personal no.…..……………………………, tel./fax. ……………… / ………………, e-mail: …………………………………….., asinterim member of the Board of Administration, hereinafter referred to as INTERIM
   ADMINISTRATOR or ADMINISTRATOR as MANDATORY,

have agreed the conclusion of the present contract, undertaking its terms and conditions.

In this Contract, the terms below shall have the following meanings:

1. Applicable legal framework - the set of Romanian legal norms included in Law no. 31/1990, Civil Code, GEO no. 109/2011, GD no. 639/2023, GO no. 26/2013, the Fiscal Code, as well as in any other normative acts applicable to this contract;
2. Conflict of interest - any situation or circumstance determined/determinable according to the applicable legal framework, as well as any close relationship (including cohabitation), in which the personal interest, direct or indirect, of the Administrator, contradicts the interest of the Company, so it affects or could affect his/her independence and impartiality in making business decisions or the timely and objective fulfilment of his/her duties in the exercise of his/her mandate for the Company;
3. Contract - means both this mandate contract, to which any other name is applicable, resulting from the statutory provisions (eg administration contract) or from the provisions of the applicable Legal Framework (eg administration contract, management contract);

d)

Translation from Romanian

1. 1. purchases or sales of goods (other than those which, according to the law, are made only with the approval of the general meeting of the shareholders) with individual impact greater than 5% of the Company's turnover from the last annual financial statement approved by the general meeting of the shareholders,
   2. work or environmental accidents that are reported to public authorities,
   3. litigations brought by other companies or public authorities against the Company with an individual impact value greater than 5% of the Company's turnover in the last annual financial statement approved by the general meeting of the shareholders.
2. Definitive impossibility to exercise the mandate/legal impediment - any circumstance that creates an unavailability with a duration greater than or equal to 90 consecutive calendar days, depriving the Administrator of the possibility to fulfil his/her attributions, personally or through representation, such as judicial control, preventive arrest or arrest of the Administrator, the medical condition of the administrator, incompatibility, annulment of the decision of the ordinary general meeting of the shareholders for the appointment of the Administrator, etc.
3. Remuneration - consists of a fixed monthly allowance established according to the provisions of the law, by the General Meeting of the Shareholders, under the terms of this Contract and does not contain any variable component.

Art. 2 Scope of the Contract

1. By this Agreement, the Interim Administrator undertakes to ensure the administration of the Company, in exchange for a Remuneration, in accordance with the provisions of the Articles of Incorporation and the applicable Legal Framework.
2. In order to achieve the object of this Contract, the Administrator will perform all the necessary acts for the administration of the Company in its interest and for the fulfilment of the object of activity and will exercise the attributions established by the Applicable Legal Framework, the Articles of Incorporation and the Contract.

Art. 3 Duration of the Contract
The contract is valid for a period of 5 months, starting with	with the possibility of

extension, once only, for a further two monthsț period, for good cause, under the conditions of Article 291(2). (2) of GEO no. 109/2011 on the corporate governance of public companies, as amended.

Art. 4 The rights, obligations and declarations of the Administrator

4.1 The rights of the Administrator are mainly the following, but not limited to them:

1. to benefit from the Remuneration established by decision of the general meeting of shareholders, according to the provisions of the Applicable Legal Framework;
2. to be reimbursed the expenses related to the execution of the mandate, on the basis of supporting documents, but not limited to them: accommodation, daily allowance, transport, attendance fees for courses, seminars and any other types of expenses related to the execution of the mandate; regardless of whether they were caused by traveling within the country or abroad, as well as the use of inventory items/fixed assets necessary to carry out the activity (all

Translation from Romanian

these expenses will be settled at the level specified in the Collective Labor Agreement signed by the Company);

1. to benefit from a civil professional liability insurance policy paid by the Company, established by Resolution No. 1 dated 20.01.2022 of the ordinary general meeting of shareholders for the other administrators. The payment of the premium related to this insurance will be done by the Company and will not be deducted from the Remuneration payable to the Administrator;
2. to have access to any information related to the Company, in compliance with the obligation of confidentiality and the provisions related to access to trade secrets, respectively classified national information;
3. the conditions for contracting assistance at the level of the Board of Administration will be negotiated by the parties and will be included in the mandate contract by concluding an amendment.

4.2 The obligations of the Administrator, which will be exercised together with the other members of the Board of Administration, are the obligations related to the attributions established in the competence of the Board of Administration, the General Meeting of the Company's Shareholders, the Applicable Legal Framework and the following, but without being limited to these:

1. To participate in the preparation of the administration component part of the administration plan;
2. to approve the management component and the management plan in its entirety within the Board of Administration, within the legal term;
3. to participate in the advisory committees set up at the level of the Board of Administration, in accordance with the Applicable Legal Framework;
4. to attend vocational training and continuing development programs in the areas established in accordance with the Applicable Legal Framework;
5. to delegate the management of the Company to one or more directors, appointing one of them as director general manager, to establish their remuneration, at the recommendation of the Nomination and Remuneration Committee and to revoke the directors, within the framework of Law no. 31/1990;
6. to approve the level of the professional liability insurance policy for directors;
7. to evaluate the activity of the director general both in terms of the execution of the mandate contract and in terms of compliance and implementation of the management component of the management plan;
8. to verify the functioning of the internal managerial control system;

Translation from Romanian

1. to approve the conclusion of contracts, within the limits provided by the Articles of Incorporation, by decisions of the General Meeting of the Shareholders, as well as by the Applicable Legal Framework;
2. to participate in the preparation and submission to the supervising public authority, AMEPIP, the Ministry of Finance and other authorities of the reports required by law, reports on the activity of the public undertaking and the status of achievement of the key performance indicators in the mandate contract, as well as, where appropriate, information on directors' mandate contracts;
3. to convene / or as the case may be to approve the convening of the General Meeting of the Shareholders in accordance with the statutory provisions and of the Applicable Legal Framework, to organize the General Meetings of the Shareholders, to attend the meetings of the shareholders and to implement the decisions of the general meetings of shareholders, to inform all shareholders regarding any act or event likely to have a significant influence on the situation of the Company;
4. to make recommendations on profit sharing;
5. to approve the draft budget of revenues and expenditures of the Company for the current year;
6. to present to the General Meeting of the Shareholders of the Company, within the legal term, all the reports provided by the Applicable Legal Framework;
7. to verify compliance with the law, the Articles of Incorporation and the decisions of the general meeting of the Company's management operations;
8. to exercise his/her mandate with loyalty, prudence and diligence of a good administrator in the exclusive interest of the Company, and not to assume any special obligations towards one or another shareholder of the Company in connection with the activity of the Company. The administrator does not breach the above obligation if, at the time of making a business decision, he is reasonably entitled to consider (i) that he is acting in the interest of the Company and (ii) has made the decision on the basis of appropriate information;
9. to adopt all the necessary measures for the protection of the Company's patrimony;
10. to avoid and inform the Board of Administration and shareholders, in writing, of conflicts of interest in relation to the Company and to refrain from participating in debates and voting on issues related to the Conflict of Interest;
11. not to conclude legal documents with the Company, except under the conditions established by the Applicable Legal Framework;
12. to comply with the confidentiality rules provided in annex no. 1 of the Contract;
13. to comply with the non-competing obligations provided in annex no. 2 of the Contract;
14. to comply with the integrity criteria provided in annex no. 3 of the Contract;
15. to inform the shareholders within a maximum of 24 hours from the occurrence of any significant event;

Translation from Romanian

1. to loyally defend the prestige of the Company and of the Company's bodies, as well as to refrain from any act or fact that may harm their image or legal interests;
2. not to express in public appreciations inconsistent with the reality in connection with the Company's activity, with its policies and strategies or with the draft regulations or individual documents;
3. not to make unauthorized assessments in connection with disputes pending and in which the Company is a party;
4. not to provide assistance and advice to individuals or legal entities in order to promote legal or other actions against the Company;
5. In his/her relations with the Company, the directors, shareholders and employees of the Company and the other members of the Board of Administration, the administrator undertakes to behave in a manner based on respect, good faith, fairness and kindness, without prejudice to their honour/reputation/dignity, as well as to that of the natural and legal persons with whom he/she comes into contact in the exercise of his/her mandate, through the use of offensive expressions, the formulation of slanderous notifications or complaints or the disclosure of aspects of privacy;
6. to ensure equal opportunities and treatment for the Company's employees and directors, not to favour or disfavour access or promotion within the Company on grounds of discrimination, kinship, affinity or other criteria inconsistent with the Applicable Legal Framework.
7. to attend and cast his/her vote in any and all meetings of the Board of Administration;
8. to sign the minutes of the meetings of the Board of Administration he/she attends personally or as a proxy, drawn up by the Secretariat of the Board of Administration;
9. to submit to the Company, in the form and within the terms specified by it, the documents and information requested by the Company for the execution of various legal or statutory obligations regarding the Administrator;
10. to submit to the Company within 5 days from the signing of the mandate contract a declaration on his/her own responsibility regarding his/her independence in accordance with the provisions of Law no. 31/1990;

4.3 Administrator's statements. The administrator declares that:

1. is aware of the provisions of the Articles of Incorporation;
2. is not in any of the situations of incompatibility or competition, provided by the Applicable Legal Framework or in Annex 1 to the Contract;
3. has full capacity to conclude this Contract and to perform his/her obligations under and in accordance with its provisions;
4. meets the requirements provided in the Applicable Legal Framework and the Articles of Incorporation for holding the position of Administrator within the Board of Administration of the Company;

Translation from Romanian

1. agrees to the processing by the Company, if applicable, of personal data provided by the Administrator and/or obtained from third parties, including, but not limited to, the personal numerical code and other personally identifiable data, for the purpose of conducting legal relationships directly or indirectly related to this Contract between the Company and third parties, as well as for statistical or marketing purposes. This agreement is also given in connection with the possible transfer abroad of the personal data of the Administrator. The Administrator hereby declares that it has been informed of the provisions of Regulation (EU) 679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation) and Act No 190 of 18 July 2018 on measures implementing Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).
   The Administrator declares that, at the end of the processing operations, he/she agrees that his/her personal data may be further processed by the Company, the shareholders and, if applicable, other public authorities. The Administrator declares that he/she has been informed that he/she has the right to withdraw his/her consent to the processing of personal data, to their use for statistical or marketing purposes, to their transfer abroad and to receive commercial communications at any time by written request to the Company.

Art. 5 The rights and obligations of the Company

1. The rights of the Company are mainly the following, but not limited to:

1. to evaluate quarterly, half-yearly and annually the activity of the members of the Board of Administration of the Company through the General Meeting of Shareholders;
2. to request, in writing, any information regarding the activity of the members of the Board of Administration and to receive a written response within maximum 10 days from the request.

1. The obligations of the Company are mainly the following, but not limited to:
2. 1. to pay the Remuneration provided by this Contract and by the Applicable Legal Framework, including to withhold and transfer on time the income tax and all other obligatory contributions, fiscal or of any other nature, which fall on the Administrator, in his/her name and on his/her behalf.
   2. to ensure to the Administrator the full freedom and the necessary conditions in order to fulfil the mandate/attributions/obligations, in compliance with the statutory provisions and the Applicable Legal Framework.

Art. 6 Remuneration

1. The administrator receives a remuneration that consists of a fixed monthly allowance.
2. According to the applicable Legal Framework, the maximum value of the gross monthly fixed allowance is in the amount of Lei 17674 respectively the allowance established by Resolution No. 2 of 22.04.2021 of the ordinary general meeting of shareholders for the other administrators.

Translation from Romanian

1. The mechanism for granting the fixed monthly allowance is as follows:
2. 1. The Chairman of the Board of Administration and the members of the Board of Administration who work in at least 2 advisory committees set up at the board level, benefit from a fixed monthly allowance at the maximum amount.
   2. The members of the Board of Administration who work in an advisory committee set up at the level of the board, benefit from a fixed monthly allowance representing 90% of the fixed monthly allowance at the maximum value.
   3. The members of the Board of Administration who do not work in the advisory committees set up at the board level, benefit from a fixed monthly allowance representing 85% of the fixed monthly allowance at the maximum value.
3. The remuneration is paid once a month, regardless of the number of meetings in that month. The payment of the remuneration will be made in the following month, on the date on which the payments of the salary balance are made for the company's employees.

Art. 7 Liability of the parties

1. Failure to fulfil and/or improper fulfilment of the obligations undertaken by any of the signatory parties to this Contract shall result in the liability of the party in default.
2. The Party that caused the termination of this Contract due to non-performance and/or improper performance of the obligations undertaken, is liable to the other party by covering all damages that have been generated by the termination of the Contract.
3. The Administrator is liable for culpable non-compliance with the provisions of this Contract, the provisions of the decisions adopted by the General Meeting of the Shareholders of the Company and the provisions of the Articles of Incorporation.
4. The Administrator does not violate the duty of prudence and diligence and will not be liable if, at the time when making a business decision, he/she is reasonably entitled to consider that he/she is acting in the interest of the Company and on the basis of appropriate information, and if a fortuitous event does not occur, as defined by the Civil Code.
5. The company is liable for the culpable breach of the obligations assumed by this Contract and will cover the damages that were thus caused.
   Art. 8 Force majeure and fortuitous event

1. The parties undertake to notify each other, in writing, within maximum 5 (five) days of the occurrence of any cause of force majeure or fortuitous event and, in general, to inform each other in a timely manner of any impediments that lead to difficulties in achieving the object of this Contract.

1. If the party invoking force majeure or fortuitous event has not complied with the obligation to notify, respectively the deadline set out in 8.1, then the party will not be exonerated.
2. In case of force majeure or fortuitous event, the parties will make joint efforts in order to reduce any damages that would result from the occurrence of such a cause.

Art. 9 Termination of the Contract

9.1 This Contract terminates by: