To: Financial Supervisory Authority - Financial Instruments and Investments Sector Bucharest Stock Exchange
Current report submitted in compliance with art. 108 paragraph 7 of the Law no. 24/2017 on issuers of financial instruments and market operations, republished, and art.144 item (B) paragraph 4 of FSA Regulation no. 5/2018 on issuers of financial instruments and market operationsReport date: 3 februarie 2026
Registered Seat: Navodari, 215 Navodari Blvd. (Administrative Facility), Constanta County Telephone number: 0241/506100
Fax number: 0241/506930; 506901
Number of registration with the Trade Registry: J1991000534130 Sole Registration Code: 1860712
Subscribed and paid-up capital: 2,655,920,572.60 lei
Regulated market on which the securities are traded: BUCHAREST Stock Exchange (market symbol RRC)
Significant event to report: Publication of the Financial Auditor's independent limited assurance report according to art. 108 of Law no. 24/2017, republished, regarding the transactions concluded in the second Semester of 2025.Rompetrol Rafinare S.A. informs its shareholders and investors, according to the provisions of art. 108 of Law no. 24/2017, as republished, about the financial auditor's independent report of limited assurance regarding the significant transactions concluded by RRC according to art. 108 of Law no. 24/2017 in the period 1 July 2025 - 31 December 2025.
General Manager Sorin GRAURE
ROMPETROL RAFINARE SA
215 Năvodari Blvd. Administrative Building, 905700, Năvodari, Constanța, ROMANIA
fax: + (40) 241 506 930 | phone: + (40) 241 506 207 | email: office.rafinare@rompetrol.com https://www.rompetrol.com
Independent Limited Assurance Report
To the Board of Directors of Rompetrol Rafinare SA
IntroductionWe have been engaged by the Board of Directors of Rompetrol Rafinare SA (the "Company") to perform a limited assurance engagement on the information described below and included in the attached current reports issued by the Company under the requirements of Article 108 of the Law No. 24/2017 for issuers of financial instruments and market operations, with the subsequent amendments and additions ("Law 24/2017") and in accordance with the Regulation No. 5/2018 of the Financial Supervisory Authority ("Regulation No. 5/2018").
Description of the subject matter information and applicable criteriaThe Company has prepared and published during the period from 1 July 2025 to 31 December 2025 the current reports dated 16 September 2025, 6 November 2025 and 30 December 2025, as amended by the rectification current report dated 30 January 2026, published for the purpose of correcting the current reports (the "Current Reports").
These Current Reports contain a list of transactions with related parties and other information to comply with the requirements of Article 108 of the Law 24/2017 and Regulation No. 5/2018 ("Reported Transactions").
The criteria for our assessment of the Reported Transactions are contained in items 5 and 6 of Article 108 of the Law 24/2017, specifically:
the Reported Transactions are correct and justified from the point of view of the Company and of the shareholders who are not affiliated parties, including the minority shareholders, and the Current Reports include explanations of the assumptions on which they are based, and the methods used;
the prices related to the Reported Transactions and disclosed in the Current Reports, combined with the rights and obligations assumed by the parties, are correct by reference to the other existing offers on
PricewaterhouseCoopers Audit S.R.L.
Ana Tower, 24/3 floor, 1A Poligrafiei Blvd, District 1 013704 Bucharest, Romania
+40 21 225 3000
EUID ROONRC.J1993017223405, fiscal registration code RO4282940, share capital RON 7,630
This version of our report is a translation from the original, which was prepared in Romanian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
the market or if the transactions are not carried out at the market price, the causes that led to this derogation and the pricing policies will be specified.
The requirements stated above (the "Applicable Criteria"), in our view, constitute appropriate criteria to form the limited assurance conclusion.
According to the requirements of Law 24/2017, the Reported Transactions included in the Current Reports are subject to verification by an independent auditor in order to be submitted to The Financial Supervisory Authority ("ASF") and the Bucharest Stock Exchange ("BVB"). This report was prepared to assist the Company in fulfilling these requirements.
Other mattersWe have been appointed as auditors of the Company for the financial year ending 31 December 2025 and we did not report on the financial statements for the year ended 31 December 2024. According to the financial statements for the year ended 31 December 2024 audited by another auditor, the Company's net asset value was RON 1,483,866 thousand as of 31 December 2024, and that amount was considered by the Company in the preparation of the information included in the Current Reports.
Responsibility of the management of the CompanyThe management of the Company is responsible for the preparation of the Reported Transactions disclosed in the Current Reports in accordance with Law 24/2017 and the Regulation No. 5/2018. The management of the Company is also responsible for the correctness and justification of the Reported Transactions and for the application of correct prices to the Reported Transactions by reference to the other existing offers on the market. This includes the responsibility for the selection and application of the appropriate methods for preparation of financial data and non-financial information, as well as for the design, implementation and maintenance of systems and processes of internal control and accounting records, that are necessary to enable preparation of the Current Reports and assessment of the Reported Transactions that is free of material misstatements, whether due to fraud or error, and complies with the Applicable Criteria.
Our responsibilityOur responsibility was to assess the compliance, in all material respects, of the Reported Transactions disclosed in the Current Reports with the Applicable Criteria and to express, based on the evidence obtained, an independent limited assurance conclusion.
We conducted our engagement in accordance with the International Standard on Assurance Engagements 3000 (Revised) - "Assurance Engagements other than Audits and Reviews of Historical Financial Information" ("ISAE 3000"). This standard requires that we comply with ethical requirements, and to plan and perform procedures to obtain limited assurance whether the Reported Transactions
disclosed in the Current Reports comply, in all material respects, with the Applicable Criteria.
A limited assurance engagement is substantially less in scope than a reasonable assurance engagement in relation to both the risk assessment procedures, including an understanding of internal control, and the procedures performed in response to the assessed risks. The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.
Quality management requirements and professional ethicsWe apply International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
We comply with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.
Summary of the work performedOur planned and performed procedures were aimed at obtaining limited assurance on whether the Reported Transactions disclosed in the Current Reports comply, in all material respects, with the Applicable Criteria. We have performed the following procedures:
We have obtained from the Company the attached Current Reports.
We have verified that the Reported Transactions disclosed in the Current Reports were concluded with related parties.
We have verified that the persons approving the Current Reports are the authorized representatives of the Company for the Reported Transactions disclosed in the Current Reports.
For a sample of the Reported Transactions disclosed in the Current Reports, we have determined whether their details (such as: the date the documentation was signed and its nature; description of the type of goods/services indicated in the documentation; the total realized or estimated value of the contracts and, where applicable, the established guarantees and stipulated penalties, the terms and method of payment, as well as the related contractual conditions) correspond, in all material respects, to the information included in the signed contracts and/or other similar contractual documentation
made available to us and whether they were signed by the Company's representatives, in accordance with the list of authorized signatures provided to us.
We inquired of management representatives whether there are market prices for the Reported Transactions or whether other offers are available in the market on comparable terms. We have also inquired of management whether the Reported Transactions are correct and justified from the point of view of the Company and shareholders, including minority shareholders, and, where applicable, obtained management's explanation of the assumptions on which they based their conclusion, as well as the methods used by them.
For a sample of the Reported Transactions, to the extent that there is a market price for the goods or services transacted between the Company and the related parties, we discussed with the Company's management how these prices were determined and whether, the agreed prices correspond to those used in contractual relations with other parties (third parties), for similar services or goods. We have also inquired whether the respective transactions are carried out based on the Company's internal procedures regarding price substantiation and, respectively, the related contracts are approved by the Company's Board of Directors, in accordance with its internal procedures.
The Current Reports were not subject to audit as defined in International Standards on Auditing. In the course of performing the limited assurance procedures, we have not conducted an audit or review of the historical financial information used in the process of preparation of the Current Reports and, therefore, we do not accept any responsibility for the issuance or update of any reports or opinions on historical financial information of the Company.
Our procedures were carried out, as described above, exclusively on the Reported Transactions disclosed in the Current Reports, published by the Company's management.
We did not perform any procedure to determine whether the Current Reports include all transactions that the Company had to report in accordance with the requirements of Law 24/2017 in this period.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion.
Limited assurance conclusionBased on the assurance procedures performed and the evidence obtained, nothing has come to our attention that causes us to believe that the Reported Transactions disclosed in the Current Reports do not
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