Omv Petrom SaBVB: SNP

Annual report OMV Petrom S.A. 2025 according to FSA

Mar 19, 2026 at 4:14 PM UTC · Issued by Omv Petrom Sa

Supervisory Board Report on OMV Petrom S.A.'s separate Financial Statements

prepared in accordance with Minister of Finance Order no. 2844/2016

In 2025, the Supervisory Board thoroughly reviewed the position and prospects of OMV Petrom S.A. ("OMV Petrom" or the "Company"), and performed its functions according to the relevant laws, the Articles of Association, the applicable Corporate Governance Code and the relevant internal regulations. We supervised the Executive Board on the management of OMV Petrom and coordinated on important matters, monitored its work and we were involved in the Company's key decisions, always following a comprehensive analysis.

The Supervisory Board received detailed information, both verbally and in writing, on issues of fundamental importance for the Company, including its financial position, business strategy, planned investments and risk management. We discussed all significant matters for OMV Petrom in the plenary meetings, based on the reports of the Executive Board.

The separate financial statements were presented to the Audit Committee. KPMG Audit S.R.L. performed the audit of the separate financial statements. As part of the audit, the auditors read the Directors' Report and considered whether the Directors' Report is materially inconsistent with the separate financial statements or otherwise appears to be materially misstated. The auditors attended the relevant meeting of the Audit Committee convened to review the separate financial statements.

The separate financial statements of OMV Petrom, including the management reports for the year ended December 31, 2025 and the Executive Board proposal for

allocation of the profit, including distribution of dividends, are submitted to the approval of the Supervisory Board meeting of March 17, 2026 and afterwards in the General Meeting of Shareholder to be held on April 28, 2026.

We have also reviewed and analyzed the attached report of the Executive Board (Directors' Report) presented as Appendix 1 which gives a true and fair view of the development and performance of the business and the financial position of OMV Petrom, together with a description of the principal risks and associated uncertainties as of December 31, 2025.

Hence, the separate financial statements of OMV Petrom, for the year ended December 31, 2025, prepared in accordance with Minister of Finance Order no. 2844/2016 with all subsequent modifications and clarifications were approved in today's Supervisory Board meeting and will further be submitted for approval in the General Meeting of Shareholders to be held on April 28, 2026.

Furthermore, we have reviewed and approved the separate report on payments to governments for the year 2025, prepared in accordance with Chapter 8 of the Annex 1 of Minister of Public Finance Order no.

2844/2016 for approval of Accounting Regulations according to International Financial Reporting Standards with all subsequent modifications and clarifications, transposing Chapter 10 of the Accounting Directive (2013/34/EU) of the European Parliament and of the Council.

Bucharest, March 17, 2026

Alfred Stern

President of the Supervisory Board

Appendix 1

Directors' Report on OMV Petrom S.A.'s separate Financial Statements prepared in accordance with Minister of Finance Order no. 2844/2016 and in compliance with the Regulation no. 5/2018, Appendix 15, issued by the Financial Supervisory Authority

Overview of the Company's nature

The Company's headquarters is located at Coralilor Street no. 22, district 1, Bucharest, Romania. The Company was set up according to the Government Ordinance no. 49/October 1997, approved by Law no. 70/April 1998. The Company is registered with the Trade Register under number J1997008302407 and has as unique fiscal registration code RO1590082. The Company has as main activities exploration and production of hydrocarbons, refining of crude oil, marketing of petroleum products, sale of natural gas, as well as production and sales of electricity. The Company performs its activity either directly (mainly in Romania) or through its affiliates in Romania (marketing of petroleum products, production of electricity), Bulgaria (exploration of hydrocarbons and marketing of petroleum products and natural gas), Serbia and Republic of Moldova (marketing of petroleum products)i and Hungary (marketing of natural gas and electricity).

As at December 31, 2025, 28.15% of the Company's capital represented the free float, traded as shares within the Premium category of the Bucharest Stock Exchange, under SNP symbol. Market capitalization as of December 31, 2025 was RON 62,000,108,723.

The Company is the parent company of OMV Petrom Group ("the Group"). Separate financial statements of the Company for the year ended December 31, 2025 are prepared in accordance with Order of the Minister of

Finance no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards, with all subsequent modifications and clarifications. The annual consolidated financial statements are also prepared by the Company in accordance with IFRS as endorsed by the European Union (EU). In its turn, the parent Company OMV Petrom

S.A. is part of the OMV Group which prepares consolidated financial statements at the level of OMV Aktiengesellschaft, with its registered office at Trabrennstrasse 6-8, 1020 Vienna, Austria. The annual consolidated financial statements of the OMV Petrom Group and OMV Group are public and may be obtained from the companies' websites, i.e. https://www.omvpetrom.com and https://www.omv.com.

OMV Petrom has vertically integrated activities and is organized into three operating business segments: Exploration & Production, Refining & Marketing and Gas & Power, while the management, the financing activities and certain service functions are concentrated in the Corporate & Other segment.

As at December 31, 2025 and 2024 the total share capital amounted to RON 6,231,166,705.80, representing 62,311,667,058 shares with a nominal value of RON 0.1 per share. The shareholders' structure as at December 31, 2025 and as at December 31, 2024 is presented below:

	No. of shares	Percent
OMV Aktiengesellschaft	31,876,679,783	51.157%
Romanian State through the Ministry of Energy	12,897,296,810	20.698%
Legal entities and private individuals	17,537,690,465	28.145%
Total	62,311,667,058	100.000%

‌iIn April 2024, OMV Petrom announced its decision to exit Georgia; formalities are ongoing.

Analysis of the company's activity

a) The activity developed or which is to be developed by the company and its subsidiaries

OMV Petrom develops the following main activities:

▶ The exploration and production of crude and natural gas on fields located onshore and offshore;

▶ Emergency works, commissioning and repair of wells;

▶ Crude oil refining;

▶ The distribution, transport, storing, marketing, bunkering of ships and the supply of airships with crude oil products;

▶ Wholesale and retail trade in merchandise and

miscellaneous products;

▶ The import and export of crude oil, petroleum products, petrochemicals and chemicals, equipment, machines and specific technologies;

▶ Production of biofuels;

▶ Sale of natural gas;

▶ Production, transmission, distribution, trade of electricity;

▶ Medical and social activity for its own employees and

third parties;

▶ Other activities established and detailed in the Articles of Association of the company.

The detailed structure of the consolidated companies in OMV Petrom Group at December 31, 2025 is presented in Annex a) to the current report.

The date when the company was established
The Company was established on October 27, 1997 and started its activity as of November 1, 1997, as per the Emergency Ordinance no. 49/1997 approved through Law no. 70/1998 under the name of S.N.P. Petrom S.A. (SNP - Societatea Nationala a Petrolului/ National Oil Company). In the Extraordinary General Meeting of Shareholders dated September 14, 2004 the change of the Company's name from SNP Petrom SA to S.C. Petrom S.A. was approved.
Starting January 1, 2010, the Company name is OMV Petrom S.A., based on the Resolution of the Extraordinary General Meeting of Shareholders dated October 20, 2009.
Mergers or significant reorganizations of the company, the subsidiaries or the companies controlled performed during the financial year.
Compared with the annual consolidated financial statements as of December 31, 2024, the consolidated Group structure changed as follows:
On January 31, 2025, OMV Petrom S.A. closed the transaction for acquisition of 100% shares in OMV Gas Marketing & Trading Hungaria Kft. from OMV Gas Marketing & Trading GmbH. The company acquired is a gas marketing entity in Hungary, that is focused on business to business sales, mainly to industrial consumers. The company has been fully consolidated in the Group financial statements.
On September 29, 2025, OMV Petrom S.A. finalized the acquisition from Enery Element Gmbh of 50% shares in Dunav Solar Plant EOOD, an entity in Bulgaria engaged in developing a photovoltaic project with an estimated capacity of 400 MW. The company has been consolidated in the Group financial statements using the equity method starting with Q3/25.
Starting with Q4/25, the subsidiary OMV Petrom Georgia LLC and the equity-accounted investment in OMV Petrom Biofuels S.R.L. have been deconsolidated, due to their relative insignificance.
Asset acquisitions and/or alienation
There were no significant divestments or outsourcing projects finalized in 2025.
In November 2024, we signed an agreement to transfer a 50% interest in the Han Asparuh block in Bulgaria to NewMed Energy, while maintaining our role as operator; the closing of the transaction took place in March 2025, after fulfilment of several commercial conditions and approval of the Bulgarian relevant authorities. In addition, in January 2026, the Bulgarian State, through Bulgarian Energy Holding (BEH), has entered the Han Asparuh block by taking over 10% of the rights and obligations under the prospecting and exploration for oil and natural gas agreement; as a result, OMV Petrom holds 45% interest being also the operator for the joint activities, NewMed Energy holds 45%, and BEH 10%.
Overview of the main results of the company

The year 2025 marked an important chapter in further transforming OMV Petrom for a low carbon future while keeping safety first. Amid heightened geopolitical risk and volatile market and macroeconomic conditions, we maintained a strong delivery across all our three strategic pillars, and reinforced our contribution to Romania's energy security and economic stability.

The four highlights of the year were: contributing to energy security, strengthening our position as a regional player, delivering resilient results, and creating value for our stakeholders.

First, contributing to energy security. Despite the challenging market environment, OMV Petrom continued to play a central role in ensuring Romania's energy supply, through reliable domestic production of oil, gas, fuels and power. In 2025, we covered more than one third of Romania's fuels and natural gas consumption and approximately 10% of its power generation. We also consolidated our regional footprint, building on the energy resilience of the markets in which we operate.

Second, we continue to position ourselves as a key player in the region: we further developed, on time and on budget, the Neptun Deep project, the largest natural gas resource in the EU, on track for first gas in 2027. It is a project of regional significance, involving stakeholders from Europe, Asia, and North America, and we see high interest and strong support from all of them. In the wider Black Sea region, we also advanced with our activities in the Han Asparuh block in Bulgaria, together with new partners. Moreover, we progressed with the development of one of the largest portfolios of renewable energy projects in Romania and Bulgaria, with over 900 MW under construction and 70 MW operational at the end of 2025. On the decarbonization of transportation, the construction of the SAF/HVO unit continued, for which we have already secured over 80% of the feedstock. In e-mobility, we reached around 1,350 charging points in our operating region, supporting the growing electric vehicle market.

Since 2021, we have stayed committed to our transformational Strategy 2030 for a lower carbon future, while making some key adjustments in two steps (in June 2024 and February 2026): a more rapid build out in renewables and more ambitious target in e-mobility, with the implementation pace adjusted to customers' preferences, as well as market and sector specific regulatory environment and technology developments.

Moreover, we plan more investments in a strong pipeline of opportunities in our traditional business and regional gas growth by 2030, reallocating funds from less mature low and zero carbon technologies, which demonstrates our flexibility and agility. We are also repacing some of our GHG targets as we steer our products portfolio in line with market demand. More details will be provided at our Capital Markets Day in H2/26.

Third, despite the challenging market environment, in 2025 we delivered resilient results, underpinned by strong operational performance and disciplined project execution in both our traditional and emerging businesses. We successfully contained our hydrocarbon production decline, achieving the second lowest decline in eight years. Our refinery ran at a 93% utilization rate for the full year, with the last quarter reaching 100%, for capturing the high refining margins. In the Gas and Power segment, the Brazi power plant generated 4.7 TWh of electricity and natural gas sales volumes grew 12% compared to 2024, a record since 2021.

From a financial perspective, our 2025 Clean CCS Operating Result decreased by 10% to RON 5.2 bn, mainly impacted by lower crude prices, while the net income decreased by 27% to RON 3.1 bn, reflecting operating result trends as well as special items - mainly impairment of other financial assets related to abandonment obligations. Although profits decreased, we maintained our investment plan and reached a high investment level - almost RON 8 bn - with significant progress for all our strategic projects: Neptun Deep, sustainable fuels unit at Petrobrazi, and renewable power.

Fourth, value created for our stakeholders. OMV Petrom remained a pillar of stability for the Romanian state budget, as our contribution through taxes, royalties and dividends reached RON 16 bn, supporting public finances and economic stability in a context of high state budget deficit and sluggish economic growth. Moreover, we are one of the largest employers in Romania and strongly believe our employees are the most valuable assets. I am also proud to outline that we deliver energy to millions of people and thousands of businesses every day in Romania and SEE, with high quality and sustainable products, while making sure our suppliers and contractors also have a strong focus on safety.

Last but not least, in 2025 we distributed competitive dividends to our shareholders, including the fourth special dividend since the launch of our Strategy 2030. In 2026, we are keeping our commitment to the dividend policy, in

the context of peak investments envisaged and a still overall challenging macroeconomic and geopolitical environment.

We maintained a strong focus on decarbonization. In 2025, Scope 1-2 absolute emissions decreased by 19%, while methane intensity fell by 77%, both versus 2019.

In the context of the new Corporate Governance Code of the Bucharest Stock Exchange, applicable starting January 1, 2025, last year we updated and published several internal regulations, as well as our new Remuneration Policy, to maintain our high level of compliance.

Looking forward, the recently agreed principles for the 15-year extension of production licenses offer us the clarity and long-term visibility required to justify high levels of

investment. As we move further into the most investment-intensive period in our history - including the up to RON

9.4 bn planned for 2026 - we are well equipped to deliver our strategy as well as to support Romania and the wider region's energy security and transition. The Black Sea -through the Neptun Deep project and our intensified exploration in both Romania and Bulgaria - continues to play a central role in our future plans.

Our sustainability journey continues, with clearly set emission reduction targets, responsible operations, focus on our social license to operate and high-standard corporate governance. The 2025 Annual Report offers relevant information to all stakeholders, as it fully integrates our non-financial and financial performance and reflects our commitment to transparency and stakeholder engagement.

General evaluation elements

Items from separate financial statements, RON mn	2025	2024	2023
Net income	3,068	4,144	3,944
Net turnover *	30,735	29,429	33,162
Operating Result	2,672	4,724	7,409
Operating expenses	29,490	25,726	27,012
Liquidity (cash and cash equivalents)	6,726	8,919	12,950

* For the purpose of this report, turnover corresponds to the Sales Revenues line from Income Statement, part of Separate Financial Statements prepared in accordance with Order of the Minister of Public Finance no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards

In 2025, OMV Petrom's Operating Result decreased to RON 2,672 mn, compared to RON 4,724 mn in 2024, mainly due to net impairments of other financial assets and tangible assets in Exploration and Production segment, as well as due to lower oil price.

The information related to net turnover split per geographical areas is presented below:

RON mn	2025	2024	2023
Romania	28,609	27,826	31,544
Rest of CEE	2,126	1,459	1,559
Rest of Europe	-	144	59
TOTAL	30,735	29,429	33,162

Sales are allocated per countries/regions based on the location where the risks and benefits are transferred to the customer.

Please see section 5 for a detailed analysis of the financial statements.

1.1.2. Evaluation of the company's technical expertise

Main products and services
OMV Petrom is an integrated energy company, covering the full chain of upstream and downstream activities. Its products can be grouped into the following categories, representative for the company's activity:
▶ Crude oil;
▶ Natural gas;
▶ Petroleum products: e.g. gasoline, diesel, kerosene, heavy fuel oil, LPG;
▶ Electricity.
Main outlets for each product or service and the distribution methods
OMV Petrom is present on relevant markets as a producer and supplier of crude oil and natural gas, petroleum products and electricity.
▶ Crude oil: OMV Petrom accounts for almost the entire oil production in Romania which is delivered to its own refinery - Petrobrazi; the crude oil transportation is handled by the state owned company Conpet S.A.
▶ Natural gas: OMV Petrom accounts for around a third
of the gas production in Romania. Gas equity volumes are complemented with third party supply gas volumes, and are placed on the market, to industrial end-users, as well as to wholesalers, either via bilateral contracts or on the centralized markets, while
also delivered to internal consumers (such as the Brazi power plant). Given the legislation in force, OMV Petrom supplied an important part of the available gas production to the regulated market for households and district heating consumption. For the delivery of natural gas, OMV Petrom uses national pipeline systems operated by Transgaz and other TSOs in the neighboring countries and also the distribution networks.
▶ Petroleum products: These products are either
produced in the Petrobrazi refinery or supplied from third parties and are sold to both Romanian and international markets. The company uses both retail and wholesale distribution channels, directly or through affiliates, to sell the refined products. The Group's retail supply channel consisted in a network of 780 fuel filling stations as of end-2025, of which 559 filling stations in Romania and the other 221 in the neighboring countries: Bulgaria, Serbia and the Republic of Moldova. Retail market shareii in the operating region remained flat at 30% (2024: 30%), in the context of increased competition.
▶ Electricity: For the full year, Brazi power plant net
electrical output reached 4.7 TWh, slightly lower vs. 2024, covering around 9% of the national power generation mix. For the delivery of power, OMV Petrom uses the national power grid of Transelectrica and distributions networks.

Analysis of various types of Company's revenues

The weight of each revenue category in total revenues as well as each product/ service category in total turnover are presented in the tables below:

Item Total value - RON mn Share in revenues (%)

	2025	2024	2023	2025	2024	2023
Operating revenues *	32,162	30,410	34,410	95	97	96
thereof Turnover	30,735	29,429	33,162	91	94	92
Financial revenues **	1,586	887	1,448	5	3	4
TOTAL	33,748	31,297	35,858	100	100	100

Figures in this and the following tables may not add up due to rounding differences.

* The difference to Turnover represents other operating income and income from consolidated subsidiaries and equity-accounted investments.

** Financial revenues indicator contains Interest income, Net gains from short term investments and financial assets, Foreign exchange revenues from financing activities.

‌iiOMV Petrom's estimates based on preliminary data available; OMV Petrom retail market share is calculated by dividing retail sales (Gasoline + Diesel) by the total retail market (Gasoline + Diesel);

Item Total value - RON mn Share in revenues (%)

	2025	2024	2023	2025	2024	2023
Revenues from contracts with customers
Crude Oil, NGL, condensates	75	13	370	-	-	1
Natural gas, LNG and power	11,790	8,932	12,007	38	30	36
Fuels and heating oil	16,551	18,237	18,975	54	62	57
Oher refining products	1,347	1,533	1,405	4	5	4
Other goods and services	641	634	502	2	2	2
Revenues from other sources
Net gains / (losses) from fair valuation of power forward contracts	298	58	(161)	1	0	0
Other goods and services	32	21	65	0	0	0
Total turnover	30,735	29,429	33,163	100	100	100

Starting with 2025, the revenues from forward sales of power from own production are presented under

"Revenues from contracts with customers" as this better reflects their nature. Revenues from contracts with customers in 2024, as presented above, include the amount of RON 923.29 million (2023 : RON 717.28 million) representing revenues from forward sales of power from own production, which were previously presented under "Revenues from other sources".

New products

OMV Petrom continues to take important steps to increase the share of biofuels, contributing to the decarbonization of the transportation sector.

On our way to becoming the first major producer of biofuels in SE Europe by 2030, our most significant milestone in 2025 was starting the construction of a sustainable aviation fuel (SAF) and hydrotreated vegetable oil (HVO) unit at the Petrobrazi refinery. The unit will secure 250,000 tons of annual production capacity, estimated to become operational in 2028. We underwent significant progress, with site preparation and main foundation poured and over 80% of feedstock contracts signed for the first 8 years of operations.

With this very complex project, employing new and innovative technologies, we are proud to lead the way with the first installation of its kind in our operating region. The new unit will enable OMV Petrom to integrate the production of SAF and HVO with the existing infrastructure for fuel production, storage and distribution, thus contributing to meeting the region's sustainable mobility needs.

The EUR 750 mn investment will integrate sustainable fuels production along with two green hydrogen facilities totalling 8 ktpa production (or 55 MW capacity) at the Petrobrazi refinery.

In 2025, we also started to supply fuel containing 2% SAF for all our clients on four airports in Romania for which SAF blending is mandatory according to ReFuel Aviation Regulation, marking a step in the company's efforts toward greener air transport and positioning Romania as a regional hub for green aviation solutions.

In addition to the development of sustainable fuel production, we are expanding our network of charging points for electric vehicles (EVs), with the ambition to become the leading e-mobility provider in Romania. We aim for around 5,000 charging points by 2030, our growth being paced with market conditions. Our charging points network for EVs has increased to around 1,350 at the end of 2025. In May 2025, OMV Petrom inaugurated the largest electric charging hub in Romania for all types of vehicles, including heavy transport, with a total capacity of 10 MW.

In addition, OMV Petrom will collaborate with BITUM TRUCK from Bucharest to produce OMV Petrom Starfalt® PmB, a premium polymer modified bitumen. The product is essential for sustainable, long lasting construction of roads and highways. The asphalt mixes that contain OMV Petrom Starfalt® PmB are characterized by increased longevity, high stability, very good deformation stability and high resistance to cracking caused by low temperature and fatigue. In addition, asphalt mixes are 100% reusable after end of life. OMV Starfalt® PmB is a bituminous binder modified with elastomer, obtained based on a technology developed in

OMV laboratories. The production process is patented by OMV, with nearly 40 years of experience in PmB production and will be replicated in Romania.

1.1.3 Evaluation of the provision of technical and material resources (domestic and imports)

OMV Petrom is processing mainly domestically produced crude oil in its Petrobrazi refinery in order to obtain petroleum products and to maximize the company's integration value. The Company is also constantly evaluating the economic benefits from processing

imported crude. During 2025, around 36% of crude processed by OMV Petrom was imported (2024: around 35%).

Overview of the sale activity

A breakdown of Company's turnover per each business

segment is presented in the table below:

Turnover per segments of activity, RON mn Year ended December 31

	2025	2024	2023
Exploration and Production	61	59	60
Refining and Marketing	18,446	20,307	21,186
Gas and Power	12,161	9,010	11,874
Corporate and Other	66	54	42
Total	30,735	29,429	33,162

Turnover per segments refers to sales to third parties (excluding inter-segmental sales).

The Company's turnover in 2025 increased by 4% compared to 2024, to RON 30,735 mn. Turnover increased mainly supported by higher prices and sales volumes of natural gas and electricity, partialy offset by lower sales of petroleum products.

OMV Petrom S.A. is the parent company of OMV Petrom Group whose business model envisages the use of several sales channels and subsidiaries. Therefore, we also present the turnover breakdown at OMV Petrom Group level:

Group turnover per segments of activity, RON mn Year ended December 31

	2025	2024	2023
Exploration and Production	51	55	57
Refining and Marketing	24,194	26,692	26,878
Gas and Power	12,302	8,975	11,834
Corporate and Other	44	43	40
Total	36,592	35,765	38,808

Group turnover per segments refers to sales to third parties (excluding intra-group sales), from note Segment information included in Consolidated Financial Statements.

Sales evolution and outlook

The figures in the table below reflect OMV Petrom S.A. total sales of fuels and gas, as well as electricity output.

Products Year ended December 31 Changes in %

	2025	2024	2023	25/24	24/23	23/22
Total refined product sales (kt)	4,964	5,152	4,880	(4)	6	(2)
Gas sales (TWh)	47.4	43.3	46.8	9	(7)	1
thereof to third parties (TWh)	36.9	32.7	37.9	13	(14)	6
Brazi net electrical output (TWh)	4.7	4.9	4.2	(5)	18	(17)

The figures in the table below reflect OMV Petrom Group total sales of fuels and gas, as well as electricity output.

Products Year ended December 31 Changes in %

	2025	2024	2023	25/24	24/23	23/22
Total refined product sales (kt)	5,484	5,751	5,450	(5)	6	(1)
thereof retail sales (kt)	3,207	3,180	3,072	1	4	1
Gas sales (TWh)	48.3	43.3	46.8	12	(7)	1
thereof to third parties (TWh)	37.9	32.7	37.9	16	(14)	6
Brazi net electrical output (TWh)	4.7	4.9	4.2	(5)	18	(17)

OMV Petrom Group's total refined product sales amounted to 5,484 kt in 2025, representing a 5% decrease compared to 2024, reflecting lower equity product availability in the context of the planned shutdown in Q2/25 and crude supply challenges in Q3/25, with impact on exports and commercial sales.

Group retail sales volumes were 1% higher than in 2024, reaching 3,207 kt. In Romania, retail sales reached 2,689 kt in 2025, at similar levels with 2024. The average throughput per station in Romania was 5.9 mn liters (2024: 5.9 mn liters), while at Group level it remained at

5.0 mn liters (2024: 5.0 mn liters).

In 2025, the total non-fuel margin at Group level increased by 2% compared to the previous year, supported by strong performance in both Gastro and Shop activities.

Overall, Group non-retail sales decreased by 11% compared to 2024 reflecting the lower equity product availability in the context of the refinery planned shutdown in May 2025, with impact on exports and commercial sales.

In 2025, the non-retail business focused on customer centricity and efficiency. We strengthened our presence on the Romanian bitumen market through two strategic partnerships with Romanian companies to increase the storage capacity and to produce a premium polymerized bitumen, essential for the construction of roads and highways. Moreover, we maintained a strong position in gasoline sales to the Ukrainian market and improved our

digital solutions for customer support and client portfolio management.

Gas and power markets in 2025 continued to react to the persisting geopolitical unease, supply struggles and overall increasing concerns regarding economic stability. Prices for both commodities saw an increase compared to 2024 in Europe, while consumption levels remained quite stable yoy. In Romania, the gas and power markets are reflecting weak demand from industrial consumers, with persisting decline in recent years prompted by the energy crisis.

Romanian authorities intervened again in 2025, by prolonging the gas and power legislation, in case of the gas market for another year until the end of March 2026, while for power until the end of June 2025. For the last four years, both markets have remained highly regulated, to protect consumers, although price trends have experienced less volatility.

In 2025, the liquidity on the Romanian centralized market BRM was lower yoy, affected by regulations in place.

Traded gas volumes, covering a variety of standard products for medium and long term (with delivery including in 2026) totalled 11.2 TWh (2024: 14.5 TWh), at an average price of RON 188/MWhiii. The average gas price on the BRM day ahead market was 26%iv higher compared to the level in 2024.

In 2025, we had an outstanding gas sales performance, supported by an excellent operational performance, in spite of a highly regulated market and still low consumption levels. OMV Petrom's total gas sales volumes were 12% higher yoy, at 48.3 TWh, the highest

‌iiiStandard products refers to all products offered on the BRM a trading platform i.e. weekly products, monthly products, quarterly products, gas-year products etc. and the price could include storage related tariffs in connection with the gas volumes sold/extracted from storage.

‌ivAverage computed based on daily day ahead prices published on BRM platform.

annual level since 2021, reflecting higher sales to our end users portfolio and to wholesales, with higher obligation for the regulated market, and slightly lower Brazi power plant offtake.

Gas sales volumes in Romania were at 41.9 TWh, 12% higher compared to 2024. As per the legislation in force, OMV Petrom supplied an important part of its available gas production to the regulated market for households and district heating consumption, totalling 10.9 TWh in 2025 (2024: 8.4 TWh). The higher equity volumes were complemented with significantly higher third party sources, to support our increasing sales volumes. Around 70% from gas sales in Romania were supplied from equity and 30% from third party sources.

At the end of 2025, OMV Petrom had 3.2 TWh of gas in storage, fully compliant with the storage obligation.

In 2025, our sales team managed to strengthen our end user portfolio through new additions. We continued to focus on bolstering business collaboration with our customers, and we persevered in our efforts to be a reliable business partner, willing to find innovative, mutually beneficial solutions.

Over the last years, we have enlarged our operations outside Romania by diversifying our supply sources, securing trading licenses on major centralized markets and building our sales position on the wholesales markets in the region. On January 31, 2025, OMV Petrom S.A. closed the transaction for acquisition of 100% shares in OMV Gas Marketing & Trading Hungaria Kft. in Hungary from OMV Gas Marketing & Trading GmbH. Thus, we have enriched our portfolio with valuable expertise for the Hungarian gas market, the newly acquired entity being focused on business to business sales, mainly to industrial consumers. In addition, we consolidated our contribution to the Republic of Moldova's security of supply, with important volumes sold, while we continued the work to build a larger position in Bulgaria, including through gas supply to industrial customers.

Prices on the Romanian electricity market reflected European trends and generation mix implications among other factors. The spot baseload power price on OPCOMv averaged RON 546/MWh in 2025 (6% higher vs. 2024).

Regulations on the power market, which were initially supposed to be in place until March 2025, were

‌vAverage computed based on daily day ahead baseload prices published on OPCOM platform.

prolonged until the end of June 2025. In this context, our power business continued to be highly impacted in the first half of the year, generating overall negative results, despite a good operational performance through optimization of products, countries, supply and sales channels. A strong performance was achieved in the second half of the year, supported by power market deregulation starting July, which more than compensated the negative results recorded in the first two quarters.

For the full year, Brazi power plant net electrical output reached 4.7 TWh, 5% lower compared to the high level achieved in 2024. The power plant had an important contribution on the balancing and ancillary services markets, enabled by its technical capabilities and it covered around 9% of the national power generation mix.

Also for power, we have continued activities on the neighbouring markets, thus uplifting the result. We have expertise and access to relevant markets and trading platforms, enabling cross market optimization.

For the full year 2026, OMV Petrom expects the average Brent oil price to be around USD 65/bbl. We expect the refining margins to be around USD 9/bbl. In Romania, demand for retail fuels and power is expected to be stable, while gas demand is expected to be slightly higher versus 2025.

The provisions of the government emergency ordinance 32/2024, which entered into force starting April 1, 2024 related to the regulatory framework for natural gas, were extended until the end of Q1/26 via the government emergency ordinance 6/2025. In March 2026, the government issued a new emergency ordinance by which the natural gas market for household consumers as well as for heat generation in cogeneration plants and thermal power plants for population consumption remains regulated until the end of Q1/27. The applicability of the 0.5% tax on turnover introduced in 2024, initially announced to expire at the end of 2025, was extended for one more year, until end-2026. It is estimated to have a total annual impact of below RON 250 mn in 2026. As per current regulations, the tax is to be eliminated as of January 1, 2027. A 0.5% tax on the net value (cost less depreciation) of certain constructions is applicable as of January 1, 2025. The estimated impact for 2026 is of mid double-digit million RON. As per current regulations, the tax is to be eliminated as of January 1, 2027.

With regards to our strategic pillar Optimize traditional business, in the Exploration and Production segment, we expect hydrocarbon production to be above 100 kboe/d, with no divestments impact considered. We plan investments of around RON 5.6 bn, of which more than half will be for Neptun Deep. The rest will be used mainly for drilling around 35 new wells and sidetracks and perform around 550 workovers. Our planned exploration expenditures are estimated at around RON 0.3 bn, reflecting intensified exploration activity both onshore and offshore. In the Refining and Marketing segment, our refinery utilization rate is estimated to be maintained above 95%, while the total refined product sales are forecasted to be higher yoy and the retail fuel sales are expected to be stable yoy. In the Gas and Power segment, total gas sales volumes are estimated to be lower yoy, while the net electrical output is forecasted to be higher yoy, in the context of the Brazi power plant planned shutdown in Q2/26: 26 days for full capacity, and the rest of the quarter for half capacity.

With regards to our strategic pillar Grow regional gas, we will progress with our flagship project Neptun Deep, focus on drilling the development wells in the Domino field and installing the subsea systems, linepipe, jacket and topsides. With regards to the offshore exploration in the Neptun block, we are performing preparatory activities for the Anaconda-1 deepwater well, expected to be drilled after the Neptun Deep development drilling is completed. In the Han Asparuh offshore Bulgaria, we will continue exploration activity with the aim to complete drilling of two exploration wells and analyze the results.

With regards to our strategic pillar Transition to low and zero carbon, we plan to accelerate the expansion of the electrical vehicles charging network in the region, with the ambition to reach around 1,500 charging points by year-end, both in our filling stations and other locations. In addition, we plan to progress in developing our renewable power portfolio and with regards to biofuels, we plan to further advance with the construction works of the SAF/HVO unit.

Company's market share. Main competitors
With daily hydrocarbon production of 104.5 kboe/d and an oil/gas split of roughly 46%/54% in 2025, OMV Petrom
accounts for almost the entire crude oil production and for around a third of the gas production in Romania.
According to our internal estimates, the national gas consumption marginally increased by around 1% in 2025 as compared to 2024. While industrial gas offtake was lower, consumption of households and small and medium enterprises (SMEs) increased during the year mainly supported by the colder weather.
Regarding supply sources, the national gas consumption was covered by reduced volumes from domestic sources and a higher share of imports compared to the previous year. Domestic production was only slightly lower, while injection into storage was higher yoy. Gas prices were higher compared to 2024 in Europe, and Romanian prices followed the European market evolution, with an even higher increase rate.
On the power market, as per currently available data from the grid operator, national electricity consumption was broadly stable at 54 TWh in 2025 (2024: 54 TWh). The national electricity production decreased by 3% to 50 TWh (2024: 52 TWh). The power generation in 2025 was covered by significantly higher solar sources, slightly higher coal and nuclear, offset by lower hydro, gas and wind production. Romania was a net power importer for the year overall, similar to 2024.
Based on gross figures computed from real time published system data by Transelectrica, the hydropower plants covered ~25% of the total national electricity production, the nuclear-power plant ~22%, the coal power plants ~14%, the gas-powered power plants
~20%, while renewables covered the remainder ~19%. The Brazi power plant covered 9% of Romania's electricity production in 2025.
The Romanian refining sector consists of four refineries in operation: Petrobrazi (owned by OMV Petrom), Petromidia and Vega (owned by Rompetrol - majority owned by Kaz Munay Gas), Petrotel (owned by Lukoil), which have a total operational capacity of approximately 13 mn tons/year. In 2025, the refineries processed a total quantity of approximately 12.0 mn tons of crude oilvi.
Retail market sharevii in the operating region remained flat at 30% (2024: 30%), in the context of increased competition.
‌viOnly crude oil processed (other feedstock not included). Data source: National Institute of Statistics (INS) and OMV Petrom calculations;
‌viiOMV Petrom's estimates based on preliminary data available; OMV Petrom retail market share is calculated by dividing retail sales (Gasoline + Diesel) by the total retail market (Gasoline + Diesel);
Description of any significant dependency of the company on a single customer or on a group of customers whose loss would have a negative impact on the company's income

Given the wide range of products, OMV Petrom, also through its affiliates within the Group, has a large base of customers. Therefore, there are no third party clients which can materially affect the activity of the Company.

In addition, as a member of OMV Group, OMV Petrom has broadened its customer base with some of the affiliated companies within the OMV Group. Transactions with affiliated companies are made on arm's length basis

and are presented in the separate financial statements of OMV Petrom S.A. and reported to the Bucharest Stock Exchange and Financial Supervisory Authority (ASF) as per the latter's requirements.

Evaluation of issues related to the company's employees/staff

The number and expertise of the company's employees

The average number of employees, calculated as average of the month's end number of employees during the year is presented below:

The average number of employees

	2025	2024 2023
Average for the year	6,701	7,207 7,228

The average number of employees slightly decreased in 2025 as a result of reorganization and restructuring programs continued by the Company as a consequence of process optimization and cost efficiency measures.

As of December 31, 2025, the OMV Petrom S.A. workforce comprises 74.40% employees with a high school diploma or higher degrees in oil engineering and other fields (technical/financial/legal etc., thereof 49.70% higher degrees and 24.70% high school diploma).

The majority of the employees are members of the representative trade union SNP ("Sindicatul National Petrom") affiliated to SNPE ("Sindicatul National Petrom-Energie"), while a small number of employees are members of trade unions affiliated to "Energetica" Federation.

The relationship between management and employees as well as of any conflict elements which characterize this relationship

The dialogue between unions and management continues on a regular basis, with certain particularities in the context of the restructuring/ reorganization projects, as well as the recent collective negotiations.

The key elements of the framework outlining the relationship between management and employees are the Collective Labor Agreement (CLA), Internal Rules and Parity Commissions on implementation of CLA, HSSE topics and others. The reorganization and/or outsourcing

projects that the Company has entered were aligned by both parties.

Although there was a high number of labor litigations in the past derived from some previous CLA provisions, at the date of this report, just a few of these types of litigations are still in progress, only limited claims were received in the last years and most cases have been won by OMV Petrom (decisions are final).

OMV Petrom took all possible actions to prevent a further increase in likelihood of litigation risk and in addition, over the years, the provisions of the CLA were amended so as to limit the possibility of different interpretations that would trigger new litigations. The provisions of the CLA signed in 2026 were drafted and negotiated taking into consideration the litigation experience. The currently applicable CLA expires at the end of 2027. Furthermore, employees' information on this matter was substantially increased in order to raise awareness on the topic and a focus was put on clarifying discussions with claimants.

Evaluation of issues related to the impact of the

issuer's main activity on the environment Summary description of the impact of the company's main activity on the environment and any existing or envisaged disputes about violations of environmental protection legislation

Information on the impact of the company's main activity on the environment and any existing or envisaged disputes about violations of environmental protection

legislation may be found in the Sustainability Statement which is issued by the Group as per the legal requirements with reference to the disclosure of nonfinancial information.

OMV Petrom is involved in various court file cases regarding pollution claims, due to current or former specific oil and gas operations, challenges of acts issued by authorities with respect to environmental matters (including those referring to environmental taxes set up by local authorities). As examples to illustrate the related events, we may refer to spills, leaks and other contamination resulting from, inter alia, ageing infrastructure and operating or waste management or accidents, resulting in various claims, such as requests for damages related to environmental restoration, lack of use of lands, fines and other measures imposed by the environmental authorities.

Nevertheless, the Company is aiming to observe the specific measures with respect to the environmental matters, as imposed by the environmental authorities and the law, in due time, in which regard the Company endeavors to take necessary measures to obtain access to the relevant lands, also via court claims.

1.1.7 Evaluation of research and development activities

In line with its strategic direction, the Company continued its exploration efforts in order to create potential for new discoveries. In 2025, exploration expenditures decreased to RON 74 mn (2024: RON 194 mn), mainly due to lower drilling expenditures, lower general and administrative costs (licenses related costs in Q2/24), lower geological and geophysical expenses and seismic expenses.

The research and development activities are performed mainly through the Institute of Research and Technological Design (ICPT) Campina that is part of the Exploration and Production Division. ICPT was set up in 1950 and has become an important center of scientific research for the oil industry, being a pioneer in terms of developing field engineering, drilling and extraction methodologies. With a vast experience in oil industry research, ICPT performs complex laboratory analysis, offers technical support and expertise at a high level of quality and efficiency, covering the needs of exploration and production activities. In 2025, total expenses incurred by ICPT were in the amount of RON 17.3 mn (2024: RON 16.3 mn) and in 2026 are expected to reach RON 18.1 mn. Capital expenditure was in the amount of RON 0.3

mn (2024: RON 3.6 mn), while for 2026 it is anticipated to be around RON 2.6 mn.

In addition to ICPT Campina activities, the Company was also involved in R&D activities related to low carbon businesses areas.

During 2025, we continued our collaboration with EIT InnoEnergy, a research institution focusing on innovation in energy transition, and Hycamite, a deep-tech start-up specialized in methane pyrolysis technology, thus providing the Group with access to advanced clean energy solutions.

By investing in innovative technologies, we aim to unlock new ways to transform our business, aligning with our vision for a sustainable energy future.

Evaluation of the company's risk management activity
OMV Petrom is exposed to a variety of risks specific to the energy industry, including market and financial risks, operational risks, as well as strategic risks. The company's risk management processes focus on identification, assessment, and evaluation of such risks and their impact on the company's financial stability and profitability as well as company's response measures. The objective of these activities is to actively manage risks in the context of the OMV Petrom's risk appetite and following the principles in the Risk Management Policy approved by the Supervisory Board, in order to achieve the company's long-term strategic goals.
Risk Management Governance
OMV Petrom is evolving in a dynamic business landscape. Effective risk governance is essential for successfully navigating the uncertainties inherent in OMV Petrom's operations. The Supervisory Board (with assistance from the Audit Committee) determines the company's risk appetite, ensures there are clear structures, policies and procedures in place that identify, evaluate, report, manage and monitor significant and emerging risks, including risks related to sustainability, cybersecurity and the use of AI (artificial intelligence) and digital technologies, oversees the main risks and mitigation measures and assess the adequacy and effectiveness of company's risk management and internal control frameworks. By utilizing the expertise within the Audit Committee and the ongoing education, the Supervisory Board maintains its commitment to robust risk governance. The Executive Board is responsible for ensuring that effective risk management systems are in place and for the overall management of risks within
OMV Petrom, setting the tone in support of a strong risk culture across the company.
Risk prevention is integrated into the decision-making processes of everyday business activities at every level of our organization. Strategic risks are managed through specialized task forces: People, Transition to Low Carbon, and Integrated Stakeholders' Management.
To ensure that management takes risk-informed decisions, with adequate consideration of actual and prospective information, a dedicated risk management function is established with the objective to centrally lead and coordinate the Group's risk management related processes. The Corporate Risk Management function is within the CFO division, being independent from the company's business segments. The head of the risk management department has a direct communication line with the Audit Committee, allowing Audit Committee an effective and efficient oversight role.
OMV Petrom's consolidated risk profile is reported twice a year to the Executive Board, the Supervisory Board, and the Supervisory Board's Audit Committee.
Enterprise-Wide Risk Management
The main purpose of the OMV Petrom's Enterprise-Wide Risk Management (EWRM) process is to deliver value through risk-based management and decision-making, which is ensured by applying a "three lines of defense model": 1. business management, 2. risk management and oversight functions, 3. internal audit.
Financial and non-financial risks are regularly identified, assessed, and reported through the Group's EWRM process.
In terms of tools and techniques, OMV Petrom follows the best international risk management practices and uses stochastic quantitative models to measure the potential loss associated with the Company's risk portfolio. The process is facilitated by a Group-wide IT system supporting the established individual process steps for risks: identification, analysis, evaluation, treatment, reporting, and review, through continuous monitoring of changes to the risk profile. The overall risk resulting from the bottom-up risk management process is computed using Monte Carlo simulations (for a 95% confidence level) and compared against planning data for a mid-term three-year horizon. The identified risks are analyzed depending on their nature, taking into consideration their causes, consequences, historical trends, volatility, and potential impact on cash flows.
The overall objective of the risk policy is to safeguard the
cash flows in line with the Group's risk appetite.
It is OMV Petrom's view that the Group's overall risk is significantly lower than the sum of the individual risks due to its vertically integrated nature and the fact that various risks partially offset each other. The balancing effects of industry risks, however, can often lag or weaken over time. OMV Petrom's risk management activities therefore focus on the net risk exposure of the Group's existing and future activities. The interdependencies and correlations between different risks are also reflected in the Company's consolidated risk profile.
Risk management and insurance activities are centrally coordinated at the corporate level by the Treasury, Risk & Insurance Management department. This department ensures that well-defined and consistent risk management processes, tools and techniques are applied across the entire organization. Risk ownership is assigned to the managers who are best suited to oversee and manage the respective risk.
OMV Petrom Group is constantly refining the EWRM process based on internal and external requirements, for instance developing ESG reporting standards and frameworks. In the EWRM process, common risk terminology and language are used across OMV Petrom to facilitate an effective risk communication.
OMV Petrom's EWRM process has been set up in accordance with ISO 31000 Risk Management International Standard and comprises a dedicated risk organization, working under a robust internal regulation framework using an information technology infrastructure.
Risk management process
As mentioned, the risk management system and its effectiveness are monitored by the Supervisory Board (with the assistance of the Audit Committee).
The risk management process is based on a precautionary, systematic approach, aimed at timely identification and management of risks in order to avoid a possible negative impact on our business or reputation. We believe that creating a risk-aware culture throughout the organization, where everyone is conscious of the risks related to their jobs and implements risk management practices on a daily basis, is the most effective way to avoid a negative impact. To this end, our comprehensive EWRM program is driven by senior management and cascades to every employee of the
Company. This approach ensures greater awareness and
focus on risks that might affect the Company's objectives.
The risk management process, implemented through OMV Petrom's EWRM framework, combines bottom-up and top-down processes, each employee being responsible for managing the risks within their competency area.
The risks identified in the bottom-up risk process by operational staff during day-to-day business management are assessed against a mid-term time horizon of three years. Department heads are responsible for initiating the risk analysis, which includes selection of the appropriate risk identification techniques. These include not only interviews, workshops, surveys and analyses of historical losses, but also information on risks documented in risk registers. Heat maps or risk matrices are used to support the assessment process and serve to identify probability ranges and the related consequences if risks were to materialize.
Senior management evaluates top-down risks to provide a strategic perspective of risks across a longer time horizon. Permanently scanning the time horizons to identify emerging risks and having regular risk meetings, the senior management have the full perspective on the strategic risks landscape. This enables capturing new trends and developments of the operating environment and industry best practice and thereby enables the Group to achieve its long-term objectives.
Risk taxonomy
The risks within OMV Petrom's EWRM system are organized into the following categories: market and financial, operational, and strategic.
Market and financial risks
Regarding the market price risk, OMV Petrom is naturally exposed to the price-driven volatility of cash flows generated by activities such as production, refining and associated marketing (where applicable) of crude oil, oil products, gas, electricity and CO2 certificates. Market price risk has core strategic importance within OMV Petrom Group's risk profile and liquidity. This is closely analyzed, quantified and evaluated. Corresponding optimization and hedging activities are undertaken to mitigate those risks. Such activities include margin hedges as well as stock hedges executed by using financial instruments. The optimization, trading and hedging risk control governance system of OMV Petrom defines clear mandates, including risk thresholds for such activities.
In terms of foreign exchange risk management, OMV Petrom is essentially exposed to the volatility of RON against USD and EUR. The effect of foreign exchange risk on cash flows is regularly monitored.
Derivative financial instruments may be used for the purposes of managing exposure to commodity price and foreign exchange currencies, upon approval by OMV Petrom's Executive Board, in line with the Company's risk appetite and/or risk assessments.
Counterparty credit risk management refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to OMV Petrom.
Considering a challenging geopolitical and economic environment with high inflation, volatile commodity prices, rising interest rates and distorted supply chains, special attention is paid to changes in payment behaviors. The Group's counterparty credit risks are assessed, monitored, and managed at Company level using predetermined limits for specific countries, banks, clients, and suppliers. Based on creditworthiness and available rating information, all counterparties are assigned maximum permitted exposures in terms of credit limits (amounts and maturities), and the creditworthiness assessments and granted limits are reviewed on a regular basis, at renewal date or change in limit request for the existing ones and, also, each time a new credit limit is requested.
OMV Petrom is implicitly exposed to interest rate risk due to its financial activities. The volatility of EURIBOR and ROBOR may trigger less or additional cash flow. However, given its strong financials and net cash positions in the last years, the risk and the impact of its volatility in our cash flow were low.
Operational risks
From an operational risk perspective, OMV Petrom is an integrated company with a wide asset base, composed mainly of hydrocarbon production and processing plants.
The nature of OMV Petrom's business operations exposes the company to various health, safety, security, and environmental (HSSE) risks. Such risks include the potential impact of natural disasters, as well as process safety and personal security events. Other operational risks comprise risks related to the delivery of investment projects or legal/regulatory non-compliance. All operational risks are identified, analyzed, monitored and mitigated in accordance with the company's defined risk management process. Control and mitigation of assessed risks take place at all organizational levels, using clearly
defined risk policies and responsibilities. The key company risks are governed centrally to ensure the Group's ability to meet planning objectives through corporate directives, including those relating to HSSE, legal matters, compliance, human resources, and sustainability.
The low-probability and high-impact risks associated with the operational activity (e.g., blowouts, explosions, earthquakes etc.) are identified, and incident scenarios are developed and assessed for each of them. A special focus is given to process safety risks. Where required, mitigation plans are developed for each specific location. Besides emergency, crisis, and disaster recovery plans, OMV Petrom's policy regarding insurable risks is to transfer the risks via insurance instruments. These risks are closely analyzed, quantified and monitored by the risk organization, and are managed via detailed internal procedures.
OMV Petrom's risk management system is part of the corporate decision-making process. In the context of implementing the Strategy 2030, OMV Petrom is investing in both organic and inorganic growth projects, where the risks associated with new major projects or important business initiatives are assessed and communicated to management prior to the approval decision, as part of the project evaluation process. OMV Petrom has vast experience in managing major investment projects and mitigating project risks.
The execution of major onshore and offshore projects may be affected by changes to the respective regulatory or fiscal framework, by the unavailability of contractors, or the lack of qualified staff. Project costs may be negatively impacted by price inflation, labor shortages, or the disruption or reorganization of supply chains. Projects may be affected by the inability to commercially scale up new technologies, or by the lack of regulatory clarity. In new business areas, OMV Petrom may more often invest through partnerships and joint ventures, which may expose the company to increased governance and credit risks, and may negatively impact project execution. The effect of any of these risks may have a material adverse impact on OMV Petrom's business, results of operations and financial condition.
As OMV Petrom's activities rely on information technology systems, the company may experience disruptions caused by major cyber events. Security controls are therefore implemented across the Group to protect information and IT assets that store and process information. IT-related risks are assessed, monitored regularly and managed actively with dedicated information and security programs across the organization. Operational Technology (OT) related risks are reflected in the assessment of process safety risks. OMV Petrom recognizes the emergence of artificial intelligence (AI)-related risks and is actively integrating measures within existing security controls to address potential disruptions and vulnerabilities associated with AI.
In terms of regulatory compliance risk, the company is in dialogue with the Romanian and Bulgarian authorities on topics of relevance for the industry. In the last few years, we have seen a significant number of fiscal and regulatory initiatives implemented (such as subsidy schemes, regulated/capped prices for gas and power, over taxation or the EU solidarity contribution, tax on special constructions and oil and gas turnover tax). This increases legislative volatility, with influence on the overall business environment.
Strategic risks
In order to identify strategic risks which might have potential long-term effects on the company's objectives, OMV Petrom continuously monitors its internal and external environment.
From a long-term sustainability perspective, a strategic risk assessment process is in place, on the one hand, to capture the executive management's perspective of the risk environment across a longer-term horizon and, on the other hand, to develop risk mitigation plans and monitor implementation of defined actions. The strategic risks refer to both external and internal factors (e.g., climate change, traditional business, regional gas growth, human capital and communities, as well as political and regulatory). An annual strategic risk assessment ensures a robust revalidation of identified risks. It captures new developments or provides updated information on the operating environment and industry trends, and thereby has a positive impact on the Company's ability to achieve its strategic objectives.
Strategic risk Details
Climate change The energy transition brings significant challenges alongside opportunities. We recognize the climate change risks resulting from potential delays in achieving emissions reduction targets, that may lead to carbon cost exposure and reputational harm. This risk is heightened by the limited commercial viability of emerging energy transition technologies, due to gaps in regulatory frameworks, financial support, and value chain developments. Furthermore, there is a risk of reduced competitiveness and shareholder value if energy transition technologies are pursued ahead of market readiness, such as when EU targets outpace market readiness, particularly for solutions like carbon capture and storage (CCS).
Traditional Business In E&P, the high-cost environment, regulatory challenges and climate change targets put pressure on the traditional oil and gas projects. E&P focus is on high grading and strengthening of portfolio, as well as the delivery of Neptun Deep project and selective low-carbon business activities.
In R&M, the sustainability focus and climate change targets put pressure on the traditional fuels demand, driving R&M business towards developing a sustainable products portfolio, shifting production to high value products, and potential acceleration of e-mobility plans, while consolidating its long-term position.
Regional Gas Growth The regional gas growth strategic risk in the Black Sea refers to the Neptun Deep project and other projects in the Black Sea area, such as the exploration of the Han Asparuh offshore block. Geopolitical and regulatory risks, as well as operational and delivery risks might occur. These risks can trigger a delay or cancellation of exploration and potential developments in the Black Sea and the risk of not delivering in time the first gas from Neptun Deep.
Human Capital and Communities
Political and Regulatory
Human capital risks might arise from a variety of causes and can emerge under the following areas: critical talent scarcity and ageing workforce, skills gap for green-digital-AI transition, employee engagement and change fatigue, employer attractiveness and industry related reputation or unbalanced relations with social partners. Caring and progressive people strategy helps us shape the employee experience in the evolving market conditions.
OMV Petrom considers the perspectives of affected communities within its risk management processes, emphasizing dialogue and collaboration. This approach helps reduce the potential social risks and supports initiatives that can bring benefits to local communities, fostering trust and maintaining the company's social license to operate.
Potential change in policies following the 2024 super-election year, which rolled over into 2025 with the repeat of the presidential elections and key local elections, continued to generate regulatory changes and taxes, mostly dictated by state budget needs.
Separately, the company promotes the need for new legislation related to low-carbon emissions technologies, by engaging with private and public sector stakeholders - in order to generate public acceptance and support for such projects. This also materialized in attracting EU funding and committing resources to new business lines (renewable power, e-mobility, green hydrogen, biofuels and others).
OMV Petrom thoroughly monitors geopolitical developments, including the ongoing Russia-Ukraine conflict and any additional sanctions and countersanctions resulting from it, as well as the US tariffs and the developments in the Middle East region, particularly in Israel and Iran, that have raised concerns about regional stability and their potential impact on OMV Petrom's business activities.
Geoeconomic fragmentation, trade wars and disruptions to global supply chains could lead to further cost increases for OMV Petrom. Coupled with high interest rates and high
energy prices, such a situation has the potential to also impact economic growth negatively, which in turn, could affect demand for OMV Petrom's products.
OMV Petrom recognizes climate change as a key global challenge, and therefore integrates the related risks and opportunities into the development of the Company's business strategy. For further details on climate change related risks and other ESG-related risks, please refer to the Sustainability Statement.
Estimates of the company's activity

Factors which affect or could affect the company's cash position Outlook for 2026
For the full year 2026, OMV Petrom expects the average Brent oil price to be around USD 65/bbl. We expect the refining margins to be around USD 9/bbl. In Romania, demand for retail fuels and power is expected to be stable, while gas demand is expected to be slightly higher versus 2025.
The provisions of the government emergency ordinance 32/2024, which entered into force starting April 1, 2024 related to the regulatory framework for natural gas, were extended until the end of Q1/26 via the government emergency ordinance 6/2025. In March 2026, the government issued a new emergency ordinance by which the natural gas market for household consumers as well as for heat generation in cogeneration plants and thermal power plants for population consumption remains regulated until the end of Q1/27. The applicability of the 0.5% tax on turnover introduced in 2024, initially announced to expire at the end of 2025, was extended for one more year, until end-2026. It is estimated to have a total annual impact of below RON 250 mn in 2026. As per current regulations, the tax is to be eliminated as of January 1, 2027. A 0.5% tax on the net value (cost less depreciation) of certain constructions is applicable as of January 1, 2025. The estimated impact for 2026 is of mid double-digit million RON. As per current regulations, the tax is to be eliminated as of January 1, 2027.
In the Exploration and Production segment, we expect hydrocarbon production to be above 100 kboe/d, with no divestments impact considered.
In the Refining and Marketing segment, our refinery utilization rate is estimated to be maintained at above 95%, while the total refined product sales are forecasted to be higher yoy and the retail fuel sales are expected to be stable yoy.
In the Gas and Power segment, total gas sales volumes are estimated to be lower yoy, while the net electrical output is forecasted to be higher yoy, in the context of the Brazi power plant planned shutdown in Q2/26: 26 days for full capacity, and the rest of the quarter for half capacity.
In 2026, we also plan to continue our initiatives to reduce our Scope 1-2 emissions, targeting a 30% decrease in 2030
versus 2019.
Investments for 2026
At OMV Petrom Group level, total net CAPEX is estimated to amount up to RON 9.4 bn, of which organic around RON 9 bn. We plan increased investments mainly dedicated to Neptun Deep, as well as low and zero carbon projects, mostly SAF/HVO and renewables. Investments require competitive, predictable and stable regulatory and fiscal environment.
In Exploration and Production segment, we plan investments of around RON 5.6 bn, of which more than half will be for Neptun Deep. The rest will be used mainly for drilling around 35 new wells and sidetracks and perform around 550 workovers. Our planned exploration expenditures are estimated at around RON 0.3 bn, reflecting intensified exploration activity both onshore and offshore.
With regards to our strategic pillar Grow regional gas, we will progress with our flagship project Neptun Deep, focus on drilling the development wells in the Domino field and installing the subsea systems, linepipe, jacket and topsides. With regards to the offshore exploration in the Neptun block, we are performing preparatory activities for the Anaconda-1 deepwater well, expected to be drilled after the Neptun Deep development drilling is completed. In the Han Asparuh offshore Bulgaria, we will continue exploration activity with the aim to complete drilling of two exploration wells and analyze the results.
At Group level, we plan to accelerate the expansion of the electrical vehicles charging network in the region, with the ambition to reach around 1,500 charging points by year-end, both in our filling stations and other locations. In addition, we plan to progress in developing our renewable power portfolio and with regards to biofuels, we plan to further advance with the construction works of the SAF/HVO unit.
In section 1.1.8. are detailed the potential risks that could
affect the company's cash position.
The main factors that affected the company's cash flow
during 2025 are presented in section 5.

Company's investments and other additions

Investments1), RON mn	2025	2024	2023
Exploration and Production	5,220	4,804	2,793
Refining and Marketing	1,340	1,113	1,749
Gas and Power	508	1,020	57
Corporate and Other	73	104	97
Total	7,141	7,041	4,696
+/- Other adjustments2)	2,245	(1,117)	1,327
Additions according to statement of non-current assets (intangible and tangible assets)	9,386	5,924	6,023

1)Include amounts for fixed assets additions, financial investments, advance payments on fixed assets, and excludes increases from reassessment of provisions and right of use assets capitalized during the year used exclusively for construction of tangible assets.

2)Other adjustments include increases from reassessment of provisions and right of use assets capitalized during the year used exclusively for construction of tangible assets and excludes financial investments and advance payments on fixed assets.

Investments made by OMV Petrom S.A. in 2025 amounted to RON 7,141 mn, higher by 1% compared to 2024.

Investments in Exploration and Production activities (RON 5,220 mn) represented 73% of 2025 total, being 9% higher than in 2024. The increase was mainly due to higher investments in the Neptun Deep project.

Refining and Marketing investments amounted to RON 1,340 mn in 2025. The investments were mainly allocated to Petrobrazi refinery for projects such as the SAF/HVO unit and the new aromatic complex.

Gas and Power investments (RON 508 mn) were significantly lower than in 2024 (RON 1,020 mn). The 2025 value reflects the progress made on the renewable power portfolio, as well as the acquisition of Dunav Solar Plant EOOD and of OMV Gas Marketing & Trading Hungaria Kft. The 2024 value reflects mainly several major acquisitions of renewable projects, as well as the planned shut-down and maintenance of Brazi power plant.

Corporate and Other investments amounted to

RON 73 mn, lower compared to 2024 (RON 104 mn).

Factors which significantly affect the income generated by the company's main activity

Operating Result per segments of activity, RON mn Year ended December 31

	2025	2024	2023
Exploration and Production	(323)	2,411	4,182
Refining and Marketing	2,202	2,182	2,161
Gas and Power	611	351	1,490
Corporate and Others	(123)	(265)	(168)
Consolidation1	304	45	(256)
Total	2,672	4,724	7,409

1Consolidation line reflects the elimination of inter-segmental profit

In 2025, in the Exploration and Production segment, Operating Result amounted to RON (323) mn, compared to RON 2,411 mn in 2024, mainly driven by lower oil prices and sales volumes, unfavorable foreign exchange impact (USD depreciation against RON), higher gas taxation and production costs, partly compensated by higher gas price, net positive impact from litigations,

lower depreciation and lower exploration expenses. The operating result reflected also special charges of RON (2,419) mn, mainly for impairments of other financial assets and net impairments of tangible assets. From the total impairments, RON (1,499) mn represent impairment of other financial assets related to abandonment obligations, recognized following the agreed principles

between OMV Petrom and the Romanian state for 15-year extension of production licenses, booked in Q4/25. In the context of this agreement triggering higher E&P taxation, and due to higher production decline for some mature fields, a net impairment of tangible assets of RON (616) mn was also recorded in Q4/25. For comparison, special items amounted to RON (638) mn in 2024, mainly reflecting tangible assets impairments. Exploration expenses decreased to RON 58 mn in 2025 (2024: RON 127 mn), mainly due to lower general and administrative costs (licenses related costs in Q2/24), lower exploration drilling expenses, geological and geophysical expenses and seismic expenses.

Domestic crude oil and NGL production was 17.62 mn bbl, 7.7% down compared with 2024. Domestic gas production was 20.53 mn boe, 1.4% lower compared to the 2024 level. The production reflected the natural decline in the main fields and planned maintenance activities, partly offset by the contribution of workovers and new wells. Production cost in Romania was

USD 17.8/boe, 9% higher vs. 2024, mainly due to lower volumes available for sale, unfavorable exchange rate, and USD 0.34/boe construction tax impact; in RON terms, it increased by 6% to RON 79.6/bbl.

In the Refining and Marketing segment, Operating Result was RON 2,202 mn (2024: RON 2,182 mn), the higher refining indicator margin being offset mainly by higher costs, including depreciation, and lower refinery utilization in the context of the planned shutdown in Q2/25. Operating result was also impacted by the net income from consolidated subsidiaries and equity accounted investments in amount of RON 725 mn (2024: RON 728 mn). In 2025, the OMV Petrom indicator refining margin increased by USD 3.2/bbl to

USD 12.4/bbl, mainly as a result of higher crack spreads for middle distillates. The refinery utilization rate decreased to 93% (2024: 97%), reflecting the planned shutdown in Q2/25 and crude supply challenges in Q3/25.

In the Gas and Power segment, Operating Result was RON 611 mn (2024: RON 351 mn), reflecting special gains of RON 214 mn, mainly consisting of temporary valuation effects. The strong performance achieved in the second half of the year, supported by power market deregulation starting July, offset the negative results recorded in the first two quarters.

The gas business had an excellent result, with increased gas sales volumes, reaching the highest annual level since 2021, on larger volumes to wholesales and end

users. Lower margins on volumes from third party were compensated by a better result on the gas storage activity.

The power business line result was negatively affected by the legislation in place in the first half of the year, but improved in the second half of the year, on excellent operational performance supported by market deregulation. Good margins were achieved on volumes bought from third parties as well as from balancing and ancillary services. Brazi power plant generated a net electrical output of 4.67 TWh (2024: 4.92 TWh).

Operating Result in the Corporate and Other segment amounted to RON (123) mn, (2024: RON (265) mn).

Tangible Assets of the Company and its affiliates

The location and the main features of the production equipment owned by the company

OMV Petrom S.A. performs its activities in all the counties of the country, in Bucharest and in the Black Sea continental shelf, but also in Republic of Moldova, Bulgaria, Serbia and Hungary, directly or via its subsidiaries.

Exploration and Production:

At the end of 2025, OMV Petrom operated 146 commercial oil and gas fields in Romania (end-2024: 149).

The Company has a significant asset base in its Exploration and Production business, in the form of property, plant and equipment used to exploit the Company's hydrocarbon reserves. This base also includes assets related to oil and gas service business, such as workover, maintenance and logistics activities.

Gas:

Being a marketing business, the Gas segment does not have production equipment or a significant asset base.

Power:

OMV Petrom owns an 860 MW gas fired power plant located in Brazi.

In addition, at the end of 2025, renewable energy projects totalling more than 900 MW capacityviii were in construction following final investment decisions and signing of main contracts, while approximately 70 MWix were already operational. Of the projects currently in construction, approximately 85% of the capacity is accounted for by solar and 15% by wind.

Doljchim:

On the decommissioned Doljchim industrial site, OMV Petrom is currently in the construction phase with the Ișalnița photovoltaic project, the first large-scale photovoltaic project fully developed by OMV Petrom. The park will have an installed capacity of approximately 89 MWp. This project helps in capitalizing on the value of Doljchim site.

Refining:

OMV Petrom has two refineries: Petrobrazi (in operation) and Arpechim (not operating since 2011). Part of existing assets from former Arpechim refinery are currently used as storage for excisable products (gasoline, diesel, FAME, additives) and for crude oil.

In 2025, OMV Petrom exclusively operated its upstream integrated refinery, Petrobrazi, with a total operational capacity of 4.5 million tons/year.

Retail:

Through its affiliates, OMV Petrom operates 559 retail filling stations in Romania and 221 stations in the neighboring countries of Bulgaria, Serbia and the Republic of Moldova.

Number of retail filling stations per country	2025	2024	2023
Romania	559	557	555
Republic of Moldova	64	64	69
Bulgaria	93	93	93
Serbia	64	64	63
Total	780	778	780

Company's tangible assets, RON mn (Net Book Value)	Balance at 31.12.2025	Balance at 31.12.2024
Land, land rights and buildings, incl. buildings on third-party property	1,085	1,036
Oil and gas assets	24,764	20,794
Plant and machinery	5,976	4,933
Other fixtures and fittings, tools and equipment	623	568
Assets under construction	1,925	2,101
Total tangible assets	34,373	29,432

The degree of wear-out for fixed assets

The core items within the Exploration and Production segment are depreciated using the unit of production method, while other tangible and intangible assets are depreciated on a straight-line basis according to

‌viiiincluding partnerships

‌ixincluding partnerships

estimated useful life, starting with the following month to the put in function date.

The accumulated depreciation and impairments of the tangible assets are presented in the table below:

Company's tangible assets, RON mn (accumulated depreciation and impairments)	Balance at 31.12.2025	Balance at 31.12.2024
Land, land rights and buildings, incl. buildings on third-party property	1,662	1,570
Oil and gas assets	33,880	31,433
Plant and machinery	8,926	7,975
Other fixtures and fittings, tools and equipment	746	501
Assets under construction	5	6
Total accumulated depreciation and impairments for tangible assets	45,219	41,484

Potential issues related to ownership rights over the company's tangible assets
Romanian law allows former owners of land and/or buildings which were abusively confiscated by the Romanian State during the communist regime to recover their ownership rights under certain conditions. Although, under laws regarding the restitution of property confiscated during the communist regime, the land which is subject to oil-related activities cannot be restored in kind to its former owner, there are many cases where restitutions in kind have occurred. However, in many such cases, the courts have declared such restitution null and void.
The Company has received notifications regarding the restitution of the assets confiscated by the Romanian State between March 6, 1945 and December 22, 1989, which falls under the incidence of Law no. 10/2001. In total, until December 31, 2025, a number of 1,144 notifications were transmitted to OMV Petrom, out of which:
▶ 18 notifications were admitted and buildings were restored and 1 notification was issued with proposal of compensations granted under special Law no.
165/2013;
▶ 1,090 notifications were rejected due to the failure to comply with the requirement of Law no.10/2001;
▶ 31 notifications were redirected to other entities;
▶ 2 notifications (2 file cases opened based upon notifications) are currently under analysis;
▶ in 2 cases the court compelled the Company to
resolve the notifications.
As per Article 7.2, in conjunction with the provisions of Article 26 of the Methodological Norms for the application of Law no. 10/2001, approved through Government
Decision no. 498/2002, the City Halls or the notified Prefectures are under the obligation to identify the owning entity and to direct the notifications to these entities for resolution. At the same time, those who submitted the notifications are informed that the requested asset is not under administration of these entities and also the name of the entity in charge to solve the notification. Due to the fact that up to this date the activity of solving notifications within the City Halls' and Prefectures' Commissions is still in progress, part of the notifications received may be further directed to OMV Petrom.
Apart from that, oil, gas and power activities involve significant hazards. Our assets are subject to risks generally relating to the exploration for and production of oil and gas, including blowouts, fires, equipment failure, tanker accidents, damage or destruction of key assets and other risks that can result in loss of property, caused by a number of natural and man-made acts or disasters such as human error, acts of theft or vandalism, adverse weather conditions, earthquakes or other natural disasters and force majeure events. Offshore operations, in particular, are subject to a wide range of hazards, including capsizing, collision, bad weather and environmental pollution.
Although we maintain insurance as per best international practice in the industry, in certain circumstances, our policies may not indemnify for the incurred damages or financial losses in full due to the absence of Company's legal liability, assumed retentions of loss (including decisions to not insure a risk within the tolerance level) or unacceptable risks for the insurers (exclusions) for which alternative risk mitigations and treatment can be applied either to control the probability of occurrence, consequences, velocity or combination of these.

The Market of the Securities issued by the Company

The markets in Romania and in other countries where the securities issued by the company are traded Shareholder structure

OMV Petrom's shareholder structure in 2025 was the following: 51.2% - OMV Aktiengesellschaft, 20.7% -Romanian State, while the remaining 28.1% represented the free float in the form of shares traded within the

Looking into details, 73.5% of the free float was held by Romanian institutional shareholders at the end of 2025 (2024: 70.3%), and 13.5% by retail investors (2024: 14.0%) of which more than 98% were Romanians (2024: ~98%).

The remaining free float was held by foreign institutional shareholders, as follows: 3.8% from the USA (2024: 4.4%),

1.4% from Hungary (2024: 1.8%), 0.9% from the UK and

Ireland (2024: 1.2%), 6.6% from other European countries

(2024: 7.6%), and 0.3% from rest of the world (2024: 0.7%).

The Romanian institutional shareholders increased their holdings in OMV Petrom shares during 2025. The largest part was held by the Romanian pension funds, with a cummulated share (Pillar 2 and Pillar 3) of 15.0% in our share capital and 53.4% in the free float (2024: 14.2% and 50.6% respectively). The Romanian asset managers as an asset class were also net buyers in 2025, with a weight in our share capital of 1.1% (2024: 1.0%). According to the latest available public informationx, the alternative investment funds (SIFs) held a cumulated weight in our share capital of 3.48%, with the largest stakes held by Evergent Investments at 1.40% (2024: 1.32%), followed by

Infinity Capital Investments with 1.01% (2024: 0.95%), Lion

Premium category of the Bucharest Stock Exchange (BSE).

At the end of 2025, 634 legal entities from Romania and abroad held 86.5% of the free float securities or 24.3% of OMV Petrom total share capital, with the remaining 13.5% of the free float or 3.8% of total capital being held by around 496,000 private individuals, mostly Romanians.

Capital with 0.57% (2024: 0.57%), Longshield Investment

Group at 0.23% (2024: 0.23%) and Transilvania

Investments at 0.27% (2024: 0.34%).

Shares

On the back of significant price appreciation in 2025, OMV Petrom became the largest Romanian company listed on the Bucharest Stock Exchange by market capitalization, which stood at RON 62.0 bn or EUR 12.2 bn at the end of 2025. This represented around 12% of the total market capitalization of the companies listed on the BSE or around 20% of the capitalization of the BET index.

The highest daily trading volume of the year on the Regular market, of 83.5 mn shares, was recorded on September 19, around the special dividend announcement date. The lowest level of trading volume for the year, of

0.9 mn shares, was recorded on August 20, 2025, in the context of an overall low liquidity on the Bucharest Stock Exchange.

OMV Petrom share price ended the last trading session of the year on December 30 at RON 0.9950, 40% higher yoy,

‌xAt Evergent Investments and Transilvania Investments as at 31 December 2025, while for the other SIFs as at 30 September 2025.

still underperforming the BET index by 5.8 percentage points. However, our share price significantly outperformed all peers (except Orlen and Neste Oil) by 11 percentage points. On average, the oil and gas majors and regional peers (including Romgaz and excluding OMV) appreciated by 29.6% in 2025.

The total shareholder return was 49%, reflecting price appreciation as well as the base dividend of

RON 0.0444/share and the special dividend of RON 0.0200/share, both paid in 2025.

The highest closing share price of the year, of RON 0.9950 was recorded on December 30, while the lowest closing share price of the year, of RON 0.6455 was recorded on May 15.

Most quarterly results publications generated neutral reactions among analysts, and the share price evolution reflected this. The exception was on the day of Q1/25 results release, when the share price decreased by 3.5%, the second highest daily price drop of the year. The highest daily decrease of the year, of 3.9%, was recorded on

March 4, following news that OPEC producers would raise output in April, combined with concerns that US tariffs on Canada, Mexico and China would slow economic growth and fuel demand. Conversely, the highest daily share price appreciation in 2025, of 4.3%, was recorded on May 19, in the context of a positive market sentiment following the second round of Romanian presidential elections.

In 2025, the average share price for trades on the Regular market was RON 0.8042/share, 15% higher than the 2024 figure of RON 0.7002/share. Our shares significantly outperformed the 14% decrease of the average Brent oil price, supported by our business integration and diversification.

The average daily traded volume, including Deal trades, was 8.6 mn shares, down 24% yoy (2024: 11.3 mn). The average daily traded value was RON 6.9 mn, down 14% yoy. The 2025 average daily traded value in EUR terms was EUR 1.4 mn.

OMV Petrom shares were maintained in the FTSE indices throughout the year.

The domestic indices evolution also exhibited lower volatility and upward trends. The BET index (representing the 20 most liquid blue-chip stocks listed on the BSE) closed the year 46% above the end-2024 value. BET-TR (total return

BET) appreciated by 55% yoy in 2025. The BET-NG index (comprising stocks in the energy and utilities sectors), in which OMV Petrom has a weight of around 30%, increased by 50% yoy. The BET-BK index (designed as a benchmark

for asset managers and institutional investors) also increased by 54% yoy.

Global and European equities recovered during 2025, despite uncertainties induced by the US tariffs, Middle East tensions and policy fragmentation in the major economies. US, Chinese and eurozone economies proved resilient, although growth recovery was uneven and fuelled by different key factors. The discussions on interest rates easing by the major central banks and OPEC+ actions throughout the year impacted market sentiment as to

prospects of oil demand/supply balance. Oil and gas sector specific indices outperformed the Brent, while major stock indices had a mixed performance, generally reflecting improved results of constituent companies, after their return to profitable growth and repacing ESG (Environmental, Social and Governance) targets. STOXX Europe 600/Oil & Gas closed 21% higher yoy, while major stock indices also advanced: STOXX Europe 600 increased by 17% yoy, DAX index increased by 23% yoy, FTSE 100 increased by 22% yoy and Dow Jones Industrial average index increased by 13% yoy.

OMV Petrom S.A. share symbols

ISIN ROSNPPACNOR9

Bucharest Stock Exchange SNP

Bloomberg SNP RO

Reuters ROSNP.BX

OMV Petrom shares - at a glance

	2025	2024	∆ (%)
Number of shares (mn)	62,311.7	62,311.7	0
Market capitalization (RON mn)1	62,000	44,179	40
Market capitalization (EUR mn)1	12,160	8,882	37
Year's high (RON)	0.9950	0.7930	25
Year's low (RON)	0.6455	0.5590	15
Year end (RON)	0.9950	0.7090	40
EPS (RON)	0.0491	0.0672	(27)
Total dividend per share (RON)	0.05782	0.06443	(10)
Thereof base dividend per share (RON)	0.04662	0.0444	5
Dividend yield (%)4	5.8	9.1	(36)
Payout ratio from net profit (%)5	117.8	95.8 23
Payout ratio from operating cash flow (%)6	40.0	62.1	(36)

1Calculated based on the closing share prices and RON/EUR exchange rates as of the last trading day of the respective year;

2Dividend subject to OGMS approval on April 28, 2026; it refers to both base and special dividends;

3The 2024 value includes RON 0.0444/share base dividend for 2024 and RON 0.0200/share special dividend declared and paid in 2025;

4Calculated based on the closing share prices as of the last trading day of the respective year; the 2024 value includes also the special dividend declared and paid in 2025;

5Computed based on the Group's net profit attributable to stockholders of the parent; the 2024 value includes also the special dividend declared and paid in 2025;

6OCF of the respective year; dividends used are the ones announced and paid/payable in the following year; dividends announced in February 2026 subject to approval by the OGSM in April 2026.

Own shares

At the end of 2025, OMV Petrom S.A. held a total number of 204,776 own shares without voting rights (suspended voting right shares), representing 0.0003% of total share capital. In 2025, OMV Petrom did not buy back or cancel any Treasury shares.

Investor Relations activities

During 2025, the company's top management and the Investor Relations (IR) team had an active presence on the local and foreign capital markets, by attending brokers' conferences and organizing calls for analysts and institutional investors, as well as non-deal road shows. Such interactions provided the opportunity to regularly update them on the Strategy 2030 targets and

execution, our quarterly operational and financial performance, as well as on the company's response to challenges posed by energy prices volatility and the changes of the local sector specific regulatory and fiscal environment. Our focus on ESG, the impact of Europe's sector specific regulations on our sustainability strategy, low and zero carbon capital expenditure plans and longterm business sustainability were also addressed during some of our meetings with investors.

In 2025, we attended twelve events dedicated to institutional investors, of which two non-deal road shows and ten broker conferences. A number of five events benefited from top management representatives' participation, whereas seven were held at IR level. The total number of one-on-one and group meetings with investors was 70, during which we met around 75 investment funds from Romania, UK, US, France, Germany, Switzerland, Estonia, Norway, Austria, Czech Republic, Slovakia, Poland, Greece, Hungary, Bulgaria, Croatia and New Zealand.

Additionally, in 2025 we continued with the events dedicated to retail investors in the context of the overall increase in Bucharest Stock Exchange's retail investors base, a trend also reflected in our shareholding structure. Of the total three such events, two benefited from the presence of our CFO.

With regards to the regular reporting, the main tool via which we update capital markets is the quarterly reporting, which provides a comprehensive resource for analysts and investors. This includes, among others, the Trading Update of Key Performance Indicators (KPIs), which provides early guidance on OMV Petrom's key trends for the quarter, the Quarterly report, a conference call with analysts and investors, the related presentation with speech and Data supplement file, as well as the transcript of the Questions and Answers session during quarterly conference calls, all published on the company's website, www.omvpetrom.com.

In the interest of transparency and timeliness, all company reports, releases, and important information for shareholders, analysts, and investors are promptly disseminated on the Bucharest Stock Exchange as well

as on the Financial Supervisory Authority websites and also posted in the Investors section on the company's website.

Analyst coverage of OMV Petrom shares

At the end of 2025, OMV Petrom stock was covered by ten analysts (2024: ten), with the following recommendations: one analyst (or 10%) had a "Buy" or equivalent rating (end-2024: 20%), seven (or 70%) had "Hold" or equivalent ratings (end-2024: 70%) and two (or 20%) had "Sell" ratings (end-2024: 10%).

The average target price (TP) was RON 0.8382, translating into a 15.8% downside potential compared to the share price of RON 0.9950 on the last day of trading in the year. This compares to an average TP of RON 0.7454 as at end-2024.

Description of the company's dividend policy for the last 3 years

OMV Petrom S.A. (the Company) is committed to deliver a competitive shareholder return throughout the business cycle, including paying a progressive dividend, in line with the financial performance and investment needs, considering the long term financial health of the Company.

In December 2021, the Company made a stronger commitment to increase its base dividend per share by 5% - 10% per annum on average by 2030.

In a favorable market environment and at management discretion, special dividends may also be distributed, provided that the Company's investment plans are funded.

In June 2024, the Company provided a new guidance to distribute total dividends (base and special) between 40% and 70% of the operating cash flow (OCF) each year by 2030. On average for 2022-2030, total dividends are expected to account for approximately 50% of the operating cash flows (40% previously), in a base case price scenario.

Related to year	2025	2024 2023
Dividends allocated, RON mn	3,601.601	4,012.8624,442.813

1Subject to GMS approval; includes RON 0.0466/share base dividend and RON 0.0112/share special dividend;

2Includes RON 0.0444/share base dividend for 2024 and RON 0.0200/share special dividend declared and paid in 2025;

3Includes RON 0.0413/share base dividend for 2023 and RON 0.0300/share special dividend declared and paid in 2024.

On March 15, 2024, the Supervisory Board approved the Executive Board's proposal to distribute base dividends of RON 0.0413 per share for the financial year 2023. The dividend proposal was approved by the Ordinary General Meeting of Shareholders, on April 24, 2024. The payment of the dividends started on June 5, 2024.

On June 18, 2024, the Supervisory Board approved the Executive Board's proposal to distribute special dividends of RON 0.0300 per share. The special dividend proposal led to a total dividend/share distributed in 2024 of RON 0.0713 (including the RON 0.0413 base dividend approved by the ordinary meeting of shareholders on April 24, 2024), resulting in a payout ratio of 110%, based on the Group's 2023 net profit attributable to stockholders of the parent and 44% of the Group's 2023 OCF. The special dividend proposal was approved by the Ordinary General Meeting of Shareholders, on July 25, 2024. The payment of the dividends started on September 3, 2024.

On March 18, 2025, the Supervisory Board approved the Executive Board's proposal to distribute base dividends of RON 0.0444 per share, for the financial year 2024. The dividend proposal was approved by the Ordinary General Meeting of Shareholders, on April 24, 2025. The payment of the dividends started on June 3, 2025.

On September 16, 2025, the Supervisory Board approved the Executive Board's proposal to distribute special dividends of RON 0.0200 per share. The special dividend proposal led to a total dividend/share distributed in 2025 of RON 0.0644 (including the RON 0.0444 base dividend approved by the ordinary meeting of shareholders on April 24, 2025), resulting in a payout ratio of 96%, based on the Group's 2024 net profit attributable to stockholders of the parent and 62% from the Group's 2024 OCF. The special dividend proposal was approved by the Ordinary General Meeting of Shareholders, on October 23, 2025.

The payment of the dividends started on December 3, 2025.

On March 17, 2026, the Supervisory Board approved the Executive Board's proposal to distribute total dividends of RON 0.0578 per share, made up of a base dividend of RON 0.0466 per share, for the financial year 2025 and a special dividend of RON 0.0112 per share, resulting in a payout ratio of 118%, based on the Group's 2025 net profit attributable to stockholders of the parent and 40% of the Group's 2025 OCF. The dividend proposal is subject to approval by the Ordinary General Meeting of Shareholders, on April 28, 2026.

Description of any activity involving the company's purchasing its own shares
As at year-end 2025, OMV Petrom held a total of 204,776 own shares, representing 0.0003% of issued share capital.
In 2025 OMV Petrom did not buy back or cancel any of its own shares.
Where the company owns subsidiaries, mention of the number and the nominal value of the shares issued by the parent company and held by the branches
OMV Petrom has subsidiaries, but none of them owns shares issued by the parent Company.
Where the company has issued bonds and /or other debt securities, presentation of the way in which the company fulfilled its obligations towards the holders of such securities
Not applicable.

Company administration

Corporate governance report

The Company has always conferred great importance upon the principles of good corporate governance, considering corporate governance a key element underpinning the sustainable growth of the business and also the enhancement of long-term value creation for its shareholders. To remain competitive in a challenging environment, especially during recent times when the focus on environmental, social and corporate governance (ESG) elements increased significantly, OMV Petrom constantly develops and updates its corporate governance practices, so that it can meet new demands and also current and future opportunities.

Since 2007, the Company has been governed in a two-tier system in which the Executive Board manages the daily business and operations of the Company, whereas the Supervisory Board monitors, supervises and controls the activity of the Executive Board. The powers and duties of the two above-mentioned bodies are stated in the Company's Articles of Association and in the relevant internal regulations and briefly detailed herein.

The Company is managed in an atmosphere of openness between the Executive Board and the Supervisory Board, as well as within each of these corporate bodies. A transparent decision-making process, relying on clear and objective rules, enhances shareholders' confidence in the Company and its management. It also contributes to the protection of shareholders' rights, improving the overall performance of the Company and providing better access to capital and risk mitigation.

The members of the Executive Board and the Supervisory Board have always paid due attention to their duty of care and loyalty. Hence, the Executive Board and the Supervisory Board have passed their resolutions as required for the welfare of the Company, primarily in consideration of the interests of shareholders and employees.

Bucharest Stock Exchange Corporate Governance Code The Company first adhered to the Corporate Governance Code issued by the Bucharest Stock Exchange in 2010 and has continued to apply its principles, ever since then.

OMV Petrom complies with almost all of the provisions set forth in the new Corporate Governance Code issued by the Bucharest Stock Exchange in December 2024 and which entered into force as of 1 January 2025. More details on the Company's compliance status with the principles and provisions stipulated under the Corporate Governance Code

are presented in the corporate governance statement, which is a part of this Annual Report.

The first year of reporting compliance with the new Corporate Governance Code issued by the Bucharest Stock Exchange is 2026 by reference to the financial year 2025. There are 77 provisions under the new Corporate Governance Code as opposed to 34 provisions under previous Corporate Governance Code. The new Corporate Governance Code is divided into five main sections, each addressing a different aspect of companies' governance (A -"Governing Bodies", B - "Risk Management and Internal Control Framework", C - "Performance, Motivation and Reward", D - "Disclosure and Investor Relations", and E -"Sustainability and Stakeholders"), while each section is divided into three parts: Purpose, Principles, and Provisions.

General Meeting of Shareholders (GMS) GMS organization

The GMS is the highest deliberation and decision forum of

the Company. The main rules and procedures of the GMS are laid down in the Company's Articles of Association and in the Rules and Procedures of the GMS, both published on the Company's corporate website, as well as in the relevant GMS convening notice.

The GMS is convened by the Executive Board whenever necessary. In exceptional cases, when the Company's interest requires it, the Supervisory Board may also convene the GMS. At least 30 days before the GMS, the convening notice is published in the Official Gazette and in one widely-distributed newspaper in Romania and disseminated to the Financial Supervisory Authority and Bucharest Stock Exchange. With the observance of the same term, the convening notice is also made available on the Company's website, together with the materials and supporting documents related to items included on the relevant GMS agenda.

The GMS is usually chaired by the President of the Supervisory Board, who may designate another person to chair the meeting. The chairman of the GMS designates two or more technical secretaries to verify the fulfillment of the formalities required by law for carrying out the GMS and for drafting the minutes thereof.

At the first convening, the quorum requirements are met if the shareholders representing more than half of the share capital of the Company are present, with decisions being validly passed with the affirmative vote of shareholders representing the majority of share capital of the Company. The same rules apply both to the Ordinary and Extraordinary

GMS. The Ordinary GMS held at the second convening may validly decide on the issues included on the agenda of the first scheduled meeting, irrespective of the number of attending shareholders, by the majority of the votes expressed in such a meeting. For the Extraordinary GMS held at the second convening, the quorum and majority requirements are the same as for the first convening. Where the mandatory legal provisions set out otherwise, the quorum and majority requirements shall be carried out in accordance with such legal provisions.

In observance of capital market regulations, the resolutions of the GMS are disseminated to the Bucharest Stock Exchange and the Financial Supervisory Authority within 24 hours after the relevant event. The resolutions will also be published on the Company's website.

The Company promotes the participation of its shareholders in the GMS. The shareholders duly registered in the shareholders' register at the reference date may attend the GMS in person or by representation, based on a general or special proxy.

Shareholders may vote by correspondence, prior to the GMS. Also, the shareholders may vote by electronic means prior to the GMS via eVOTE online platform, in accordance with the provisions of art. 197 of Regulation no. 5/2018, if such voting method is indicated in the convening notice for the respective GMS.

The Company makes available at the headquarters and/ or on the Company's website templates of such proxies and voting bulletins for votes by correspondence.

The shareholders of the Company, regardless of their participation held in the share capital, may raise questions in writing or verbally regarding the items on the agenda of the GMS. To protect the interests of our shareholders, the answers to the questions shall be provided by observing the regulations applicable to special regime information (e.g. classified information), including commercially sensitive information, for which disclosure could result in losses or a competitive disadvantage for the Company.

GMS main duties and powers

The main duties of the Ordinary GMS are:

▶ to discuss, approve or modify the annual financial statements;

▶ to distribute the profit and establish the dividends;

▶ to elect and revoke the members of the Supervisory Board and the financial auditor and set their remuneration;

▶ to assess the activity of the Executive Board members and of the Supervisory Board members, to evaluate their performance and to discharge them of their liability in accordance with the provisions of law;

▶ to approve the income and expenditure budget for the

next financial year;

▶ to approve the remuneration policy for the Executive Board and Supervisory Board members and to give a consultative vote on the remuneration report for the Executive Board and Supervisory Board members.

The Extraordinary GMS is entitled to decide mainly upon:

▶ changing the corporate form or the business object of the Company;

▶ increasing or reducing the share capital of the Company;

▶ spin-offs or mergers with other companies;

▶ early dissolution of the Company;

▶ amendments to the Articles of Association.

Shareholders' rights

Rights of the Company's minority shareholders are

adequately protected according to relevant legislation.

Shareholders have, among other rights provided under the Company's Articles of Association and the laws and regulations currently in force, the right to obtain information about the Company's activity, regarding the exercise of voting rights and the voting results in the GMS.

In addition, shareholders have the right to participate and vote in the GMS, as well as to receive dividends. OMV Petrom applies the one share, one vote, one dividend principle. There are no shares with multiple voting rights, preferential voting rights or maximum voting rights or other voting right restrictions such as non-voting shares without preference, priority shares, golden shares and other voting rights ceilings.

Moreover, shareholders have the right to challenge the decisions of GMS or withdraw from the Company and request the Company to acquire their shares, in certain conditions mentioned by the law. Likewise, as per the applicable legislation, one or more shareholders holding, individually or jointly, at least 5% of the share capital, may request the calling of a GMS. Such shareholders also have the right to add new items to the agenda of a GMS, provided that such proposals are accompanied by a justification or a draft resolution proposed for approval and copies of the identification documents of the shareholders who make the proposals.

Supervisory Board Supervisory Board members

According to the Articles of Association, the Supervisory Board consists of nine members. The Supervisory Board members were appointed by the Ordinary GMS, in accordance with the provisions of Company Law and the Articles of Association. The Supervisory Board's current mandate started on April 28, 2025 and expires on April 28, 2029.

At the beginning of 2025, until April 28, 2025 when the previous mandate of the Supervisory Board expired, the Supervisory Board consisted of the following members: Alfred Stern (President), Martijn van Koten (Deputy President), Reinhard Florey, Berislav Gaso, Katja Tautscher, Jochen Weise, Sorin-Dumitru Elisei, Răzvan-Eugen Nicolescu and Marius Ştefan.

On April 24, 2025, the Ordinary GMS has approved the appointment of the Supervisory Board membership for a new four years mandate starting with April 28, 2025 until April 28, 2029, namely: Alfred Stern, Martijn van Koten, Christine Catasta, Berislav Gaso, Katja Tautscher, Jochen Weise, Sorin-Dumitru Elisei, Răzvan-Eugen Nicolescu and Teodora-Elena Preoteasa. At the date of this report, the Supervisory Board had the same composition as described above.

The CVs of the current Supervisory Board members are available on the Company's corporate website and short presentations are included in the Corporate Governance Report.

Main duties and powers of the Supervisory Board

The Supervisory Board has the following main powers:

▶ to exercise control over the management of the Company by the Executive Board;

▶ to appoint and revoke the members of the Executive

Board;

▶ to determine the Executive Board remuneration;

▶ to approve the Executive Board and Supervisory Board Nomination Policies, including Executive Board profile and the Supervisory Board profile;

▶ to submit to the GMS a report concerning the supervision

activity undertaken;

▶ to verify the reports of the members of the Executive Board;

▶ to verify the Company's annual separate and

consolidated financial statements;

▶ to approve the risk appetite and a formal risk policy;

▶ to approve the internal audit charter and to appoint and dismiss the head of internal audit function, via the Audit Committee;

▶ to propose to the GMS the appointment and the

revocation of the independent financial auditor, as well as the minimum term of the audit contract;

▶ to adopt a Code of Conduct;

▶ to approve other specific major operations, transactions, investments, etc. as set out in the Internal Rules for the Supervisory Board.

Details on the Supervisory Board works and activities in 2025, as well as the results of the Supervisory Board self-evaluation are included in the Supervisory Board Report.

Supervisory Board functioning

The responsibilities of the members of the Supervisory Board, as well as the working procedures and the approach to conflicts of interest are governed by relevant internal regulations, mainly the Internal Rules for the Supervisory Board, available on Company's website.

The Supervisory Board meets whenever necessary, but at least once every three months in accordance with the law. The Supervisory Board may hold meetings in person or by telephone or video conference. At least five of the Supervisory Board members must be present or represented for resolutions to be validly passed. The decisions of the Supervisory Board shall be validly passed by the affirmative vote of the majority of the members present or represented at such Supervisory Board meeting. In the event of parity of votes, the President of the Supervisory Board shall have a casting vote. In urgent cases, the Supervisory Board may take decisions by circulation, without an actual meeting being held, by the majority of votes. The President shall decide on whether issues are of an urgent nature.

Special committees

The Supervisory Board may assign particular issues to certain Supervisory Board members, acting individually or as part of special committees, and may also refer to experts to analyze certain issues. The task of the committees is to issue recommendations for preparing resolutions to be passed by the Supervisory Board itself, without preventing the entire Supervisory Board from dealing with matters assigned to the committees. The special committees established at the level of the Supervisory Board are the Audit Committee and the Nomination and Remuneration Committee (formerly named Presidential and Nomination Committee).