SNGN Romgaz : OGMS Resolution no. 1 from January 12, 2023

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

RESOLUTION NO. 1/January 12, 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" - S.A joined in the meeting, at its first convening, of January 12, 2023, 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

Approves extension of the term of office of interim board members appointed by OGMS Resolution No. 7 of September 13, 2022, by two months from the expiration date, namely as of January 15, 2023 until March 15, 2023.

The resolution was approved with 279,726,718 votes representing 72.5767% from the sharecapital and 88.8197% from the total votes validly casted.

Article 2

Approves the addendum to the contract of mandate, extending the term of office of interim board members, appointed by OGMS Resolution No. 7 of September 13, 2022, according to the attachment.

The resolution was approved with 285,411,997 votes representing 74.0517% from the sharecapital and 89.0180% from the total votes validly casted.

Article 3

Authorizes the representative of the majority shareholder, the Ministry of Energy, to sign the addenda related to extending the contract term of interim board members appointed by OGMS Resolution No. 7 of September 13, 2022.

The resolution was approved with 285,411,997 votes representing 74.0517% from the sharecapital and 89.0180% 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 4

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 335,733,386 votes representing 87.1079% from the sharecapital and 100% from the total votes validly casted.

This document was drafted on January 12, 2023, in 4 (four) copies.

CHAIRMAN OF

THE BOARD OF DIRECTORS

DAN DRAGOS DRAGAN

SECRETARY OF THE MEETING

CRAITA BUCHERU

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ANNEX

ADDENDUM NO _________ TO THE CONTRACT OF MANDATE NO _____________

Made between:

Societatea Națională de Gaze Naturale ROMGAZ SA, a company managed in an one-tier system, having its headquarters at Medias, 4 Constantin Motas Square, Sibiu County, registered with the Trade Register Office of Sibiu Court under number J32/392/2001, fiscal code RO 14056826, IBAN Code RO08 RNCB 0231 0195 2533 0001 opened at BCR Medias, represented by Mr. ___________________, as principle ("The Company"),

and

Mr/Mrs __________________, born on ________ in _____________________, County

__________, resident in __________________, street _______, no____ , building______,

apartment ______, County _______________, identified by ID series ____ no. _____, issued

by________________, on______, personal identification number______________, as member of

the Board of the Directors ("Board Member").

Whereas:

• The provisions of Article 64^1, paragraph 5 of Government Emergency Ordinance no. 109/2011 on corporate governance of public enterprises;
• The provisions of Article ________ of SNGN ROMGAZ SA Ordinary General Meeting of
  Shareholders Resolution no. ________, approving the extension of the interim directors' mandate for Mr./Mrs. _________________ ;
• Contract of Mandate no. _____________concluded between the Company and the Board Member;

The Company and the Board Member mutually agree to the following:

Sole Article

The term of the Contract of Mandate no.___________ is extended by 2 (two) months starting with

______________ until __________.

This Addendum is concluded on ______________ in 2 (two) original copies, each Party declaring

that it has received one copy upon signing.

The Company, by	Board Member
_____________________	_________________

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