OMV Petrom S A : Convening notice for EGMS

CONVENING NOTICE

The Executive Board of OMV Petrom S.A., a company managed in a two-tier system, incorporated and operating under the laws of Romania, registered with the Trade Registry Office of Bucharest Court under number J40/8302/1997, fiscal code 1590082, having its headquarters at 22 Coralilor Street, District 1, Bucharest ("Petrom City"), with a subscribed and paid-up share capital of RON 6,231,166,705.80 (hereinafter referred to as "OMV Petrom" or the "Company"),

Considering mainly the provisions of:

• OMV Petrom's Articles of Association in force as of 19 October 2022 (the "Articles of Association");
• Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations
  ("Companies' Law");
• Law no. 24/2017 on issuers of financial instruments and market operations, as republished
  ("Issuers' Law");
• Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations with its subsequent amendments and supplementations ("Regulation no. 5/2018");
• Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts with its subsequent amendments and supplementations ("Regulation no. 4/2013");

hereby convenes the Extraordinary General Meeting of Shareholders ("EGMS") on 26 April 2023 (first convening), starting with 12:00 o'clock (Romania time), at OMV Petrom's headquarters located in 22 Coralilor Street, District 1, Bucharest ("Petrom City"), Infinity Building, Oval A, with the following AGENDA:

1. Approval of the delisting of the global depositary receipts ("GDRs") issued by Citibank N.A. ("Citibank"), admitted to listing on the standard segment of the Official List of the UK Financial Conduct Authority and admitted to trading on the main market for listed financial instruments of the London Stock Exchange, with the following identification numbers and trading symbols, each GDR representing 150 underlying shares issued by the Company:

• ISIN for GDRs issued under Regulation S: US67102R3049
• Trading symbol for GDRs issued under Regulation S on the London Stock Exchange: PETB
• ISIN for GDRs issued under Rule 144A: US67102R2058
• Trading symbol for GDRs issued under Rule 144A on the London Stock Exchange: PETR

as well as of the subsequent termination of the GDRs programme.

1. Empowering the Executive Board of OMV Petrom to establish the details of the delisting of the GDRs and the subsequent termination of the Company's GDRs programme including, but not limited to, determining the period during which GDR holders will be able to convert their GDRs into shares, the relevant matters regarding the sale of the underlying shares in accordance with the Regulation no. 4/2013 after the delisting of the GDRs and the effective date of delisting, to terminate the contractual relationship between OMV Petrom and Citibank under the letter agreement dated 19 October 2016 (as subsequently amended and supplemented) and, respectively, the related deposit agreements dated 19 October 2016, as well as to perform and complete any other necessary or useful action or formality for the implementation of the mandate granted through this resolution. Such empowerment of the Executive Board is valid until 31 December 2024.
2. Approval of 15 May 2023 as Record Date for identifying the shareholders upon which the resolutions of the EGMS will take effect as per article 87, para. (1) of Issuers' Law and of 12 May 2023 as Ex-Date.
3. Empowering Ms. Christina Verchere, President of Executive Board and Chief Executive Officer, to sign in the name of the shareholders the EGMS resolutions and to perform any act or formality

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required by law for the registration of the EGMS resolutions. Ms. Christina Verchere may delegate all or part of the above-mentioned powers to any competent person(s) to perform such mandate.

Only shareholders who are registered as OMV Petrom shareholders at 12 April 2023 (the "Reference Date") in the shareholders' register kept by Depozitarul Central S.A. may attend and cast their votes in the EGMS.

This convening notice together with the draft EGMS resolutions, the template forms of the general and special powers of attorney and correspondence voting bulletins ("Voting Bulletin") for EGMS, as well as the other documents and informing materials related to the items included on the agenda of EGMS and the Rules and procedures of the general meetings of shareholders of OMV PETROM S.A. updated and applicable as of 16 March 2023 will be available both in Romanian and in English languages no later than 20 March 2023, at the registry desk of the Company, located in 22 Coralilor Street, Infinity Building, District 1, Bucharest ("Petrom City"), postal code 013329 ("Correspondence Entry") and on the website of the Company (www.omvpetrom.com). The total number of shares and voting rights conferred by such at the date of the convening notice shall be made available by the same communication means after Depozitarul Central S.A. keeping the shareholders' register of OMV Petrom releases the shareholders' register to OMV Petrom.

The right to propose adding new items on the agenda and to submit draft resolutions for the items on the agenda or proposed to be added on the agenda

One or more shareholders representing, individually or jointly, at least 5% of the share capital of the Company (hereinafter referred to as "Initiators") have the right to propose new items on the agenda of the EGMS or to submit draft resolutions for the items on the agenda or proposed to be added on the agenda.

The proposals with respect to adding new items on the agenda of the EGMS and the draft resolutions for the items on the agenda or proposed to be added on the agenda, accompanied by copies of the Initiator's valid identification documents (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative), as well as by a justification or a draft resolution proposed for approval by EGMS shall be submitted as follows:

1. at the Correspondence Entry or by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 5 April 2023, 16:30 o'clock, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023", or
2. by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature no. 455/2001, no later than 5 April 2023, 16:30 o'clock, at [e-mail] in the "subject matter" field: "FOR THE EXTRAORDINARY GENERAL MEETING OF
   SHAREHOLDERS OF 26/27 APRIL 2023".

The right to submit written questions related to the items on the EGMS agenda

The shareholders of the Company, regardless of the participation held in the share capital, may submit written questions with respect to the items on the agenda of EGMS. The shareholders shall submit such questions only accompanied by copies of the shareholder's valid identification documents (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative). The written questions, if the case, may be submitted as follows:

1. at the Correspondence Entry or by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 21 April 2023, 14:00 o'clock, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023", or
2. by e-mail having attached an extended electronic signature, in compliance with the Law on Digital Signature no. 455/2001, no later than 21 April 2023, 14:00 o'clock, at [e-mail], indicating in the "subject matter" field: "FOR THE EXTRAORDINARY GENERAL MEETING OF
   SHAREHOLDERS OF 26/27 APRIL 2023".

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Shareholders' participation and vote in the EGMS

The shareholders may attend in person or may be represented in EGMS either by their legal representative or by an appointed representative ("Proxy Holder") having been granted a general or a special power of attorney.

In accordance with the Issuers' Law and Regulation no. 5/2018, in case a shareholder is represented by a credit institution rendering custodian services, the latter may participate and vote in the EGMS based on and within the limits of the voting instructions received by electronic means, without it being necessary for the shareholder to draw up a special or general power of attorney for this purpose, provided that the said custodian credit institution submits to the Company a statement on its own liability, signed by the credit institution's legal representative, stating (i) the name of the shareholder, written clearly, for which the credit institution participates and votes in the EGMS, and (ii) the fact that the credit institution renders custodian services for that respective shareholder. The original said own liability statement shall be submitted:

1. at the Correspondence Entry of the Company or sent by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 48 hours before the date of the first EGMS convening, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023", or
2. by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature No. 455/2001, no later than 48 hours before the date of the first EGMS convening, at [e-mail], indicating in the "subject matter" field: "FOR THE EXTRAORDINARY
   GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023".

The credit institution rendering custodian services will vote in this case through any person within its administration/management body or of its employees; a proof/statement confirming these persons have the said qualities will be submitted together with the original own liability statement above-mentioned.

The general power of attorney shall be granted for a period not exceeding 3 years, unless the parties have expressly provided for a longer period, allowing the Proxy Holder to vote on all issues on the agenda of the general meetings of shareholders of the Company, including with respect to disposal deeds, provided that the general power of attorney: (i) is granted by the shareholder as client, to an intermediary as defined under Issuers' Law or to a lawyer and (ii) states that the Proxy Holder is an intermediary or a lawyer. If the Proxy Holder is a legal person, the mandate may be exercised by any person who is a member of the administrative or management body of the Proxy Holder or who is an employee of the Proxy Holder. The Proxy Holder shall prove its capacity as intermediary or lawyer by providing a statement on the form published together with the supporting materials for the EGMS on the Company's website, signed by the Proxy Holder at the entrance in the meeting room in front of the meeting organizers. Shareholders may not be represented in EGMS based on a general power of attorney by a person who is in a situation of conflict of interests which may arise in particular, if such person is:

1. a majority shareholder of the Company, or another person controlled by such shareholder;
2. a member of the administrative, management or supervisory body of the Company, of a majority shareholder or of a controlled person as provided at letter a);
3. an employee or an auditor of the Company or of a majority shareholder or of controlled entity as provided at letter a);
4. a spouse, relative or in-law up to fourth degree of one of the individuals referred to under letters a) - c).

The general power of attorney must provide at least the following information: (i) the name of the shareholder; (ii) name of the Proxy Holder; (iii) date of the proxy and its validity period, subject to the applicable legal requirements; proxies dated subsequently shall have the effect of revoking previously dated proxies; (iv) clear statement that the shareholder empowers the Proxy Holder to attend and vote on its/his/her behalf by general power of attorney in the general shareholders meeting for the entire holding of the shareholder at the Reference Date, expressly specifying the company/companies for which the general proxy is used, either by naming them separately or referring generically to a certain category of issuers. The general power of attorney ceases its legal effect in accordance with article 202 para. (2) of Regulation no. 5/2018.

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Before their first use, copies of the general powers of attorney, in Romanian or English language, bearing the mention "in accordance with the original" and the signature of the Proxy Holder accompanied by a copy of the valid identity card of the shareholder (identity card/passport for natural persons and for legal persons

• entities without legal personality, identity card/passport of the legal representative) shall be submitted:
• 1. at the Correspondence Entry of the Company or sent by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 48 hours before the date of the first EGMS convening, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE
     EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023", or
  2. by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature No. 455/2001, no later than 48 hours before the date of the first EGMS convening, at [e-mail], indicating in the "subject matter" field: "FOR THE EXTRAORDINARY
     GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023".

The special power of attorney has to contain specific voting instructions for each item on the agenda of the EGMS in respect of which the Proxy Holder is to vote on behalf of the shareholder (i.e.: to vote "for" or "against" or, as the case may be, to mention "abstention"). A shareholder may be represented in the EGMS by a Proxy Holder holding special power of attorney granted only for the EGMS dated 26/27 April 2023.

One original of the special power of attorney, in Romanian or English language, filled in and signed by the shareholder, accompanied by copies of the shareholder's valid identification documents (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative) shall be submitted:

1. at the Correspondence Entry or sent by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 48 hours before the date of the first EGMS convening, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE
   EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023", or
2. by e-mail having attached an extended electronic signature, in compliance with Law on Digital Signature No. 455/2001, no later than 48 hours before the date of the first EGMS convening, at [e-mail], indicating in the "subject matter" field: "FOR THE EXTRAORDINARY
   GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023".

A shareholder may appoint in the power of attorney one or more alternate representatives to ensure its/his/her representation in EGMS, if the Proxy Holder appointed by the power of attorney is unable to fulfill its/his/her mandate. If more alternate representatives are appointed in the power of attorney, the order in which they will exercise their mandate shall be specified.

On the day of the EGMS, upon entering the meeting room, the shareholders - natural persons, in case they attend in person, the shareholders - legal persons / entities without legal personality, in case they attend through their legal representative and the Proxy Holders must present to the Company's representatives in charge with the EGMS organization the original of the identity card/passport for identity check.

The shareholders of the Company registered at the Reference Date in the shareholders' register kept by Depozitarul Central S.A. may vote by correspondence, prior to the EGMS, by using the Voting Bulletin. In case of voting by correspondence, the Voting Bulletin, filled in Romanian or English language and signed, accompanied by a copy of the shareholder's valid identification documents (identity card/passport for natural persons and for legal persons / entities without legal personality, identity card/passport of the legal representative) can be submitted as follows:

1. at the Correspondence Entry or by mail or courier with confirmation of receipt at the Correspondence Entry, no later than 48 hours before the date of the first EGMS convening, in a sealed envelope bearing the clearly written statement in capital letters: "FOR THE
   EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023", or
2. by e-mail having attached an extended electronic signature, in compliance with the Law on Digital Signature no. 455/2001, no later than 48 hours before the date of the first EGMS convening,

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at [e-mail], indicating in the "subject matter" field: "FOR THE EXTRAORDINARY

GENERAL MEETING OF SHAREHOLDERS OF 26/27 APRIL 2023".

The Voting Bulletins which are not received at the Correspondence Entry or by e-mail within the above mentioned deadlines shall not be counted for quorum and majority in the EGMS. In case the shareholder who expressed its/his/her vote via Voting Bulletin attends the EGMS, personally or by representative, the vote by correspondence expressed for that EGMS shall be cancelled and only the vote expressed in person or by representative shall be considered. If the person representing the shareholder to the EGMS is other than the person who expressed its/his/her vote via the Voting Bulletin, for the validity of its/his/her vote, it/he/she has to present in the EGMS a written revocation of the vote by correspondence signed by the shareholder or by the representative who expressed its/his/her vote via Voting Bulletin. This is not necessary in case the shareholder or its legal representative attends personally the EGMS.

In accordance with article 197 of Regulation no. 5/2018, the shareholders of the Company registered at the Reference Date in the shareholders' register kept by Depozitarul Central S.A. may also vote before EGMS meeting by electronic means via eVOTE online platform, until 25 April 2023, 14:00 o'clock, by accessing the link: https://snp.evote.ro/login on any device connected to the internet and following the steps detailed therein. After receiving the shareholders' register at the Reference Date from Depozitarul Central S.A., the Company will issue an ad-hoc report announcing the availability of electronic voting option for this EGMS. The procedure for electronic voting via eVOTE online platform is included in the Company's Rules and procedures of the general meetings of shareholders published together with the information materials for the EGMS.

Please consider that the Correspondence Entry is open during business days between 9:00 - 16:30 o'clock from Monday until Thursday and between 9:00 - 14:00 o'clock on Friday and closed during the non-business days and legal holidays.

When filling in the special powers of attorney and the Voting Bulletins, please consider that new items could be added on the agenda. In this case, OMV Petrom shall make available a revised EGMS agenda according to the law. Moreover, no later than 11 April 2023, the information materials regarding the new items added on the agenda, including the updated special powers of attorney and Voting Bulletins both in Romanian and in English will be made available at the Correspondence Entry and published on the website of the Company (www.omvpetrom.com).

For the avoidance of doubt, if the agenda is supplemented and the shareholders do not send their updated special powers of attorney and/or Voting Bulletins by correspondence, the special powers of attorney and the Voting Bulletins sent prior to publication of the supplemented agenda shall be taken into account only in respect of the points on the initial agenda.

As a general rule, applicable to all situations mentioned above, in accordance with the legislation in force, in case of shareholders that are legal persons or entities without legal personality, the capacity of legal representative shall be attested based on the shareholders' register, as released by Depozitarul Central S.A. However, if the shareholder has not informed on time Depozitarul Central S.A. about its legal representative or this information is not updated in the shareholders' register of OMV Petrom, then the capacity of legal representative shall be attested based on an excerpt issued by the Trade Registry or based on any other document issued by a competent authority from the country where the shareholder is registered, in original or certified copy, within its validity term.

Documents attesting the capacity of the legal representative of the shareholder, as detailed herein, as well as any other documents which need to be transmitted to the Company for exercising certain rights in accordance with this convening notice and the applicable legislation in force which are drafted in a foreign language, other than English language, should be accompanied by a translation made by an authorized translator in Romanian language or English language, with no notarization or apostille required.

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