Rompetrol Rafinare SaBVB: RRC

Current Report - Convening Notice of Annual OGMS April 29(30), 2026

· Issued by Rompetrol Rafinare SA

No. 2185/March 25th, 2026

To: BUCHAREST STOCK EXCHANGE FINANCIAL SUPERVISORY AUTHORITY

Current report according to the provisions of FSA Regulation No.5/2018 Date of report: March 25th, 2026 ROMPETROL RAFINARE S.A.

Registered Seat: Năvodari, 215 Năvodari Blvd. (Administrative Facility), Constanta County

Telepho

ne number: 0241/506100; 506553

Fax number: 0241/506930; 506901

Number of registration with the Trade Registry: J1991000534130 Sole Registration Code: 1860712

Subscribed and paid-up capital: Lei 2,655,920,572.60

Regulated market on which the securities are traded: Bucharest Stock Exchange (market symbol RRC)

Significants event to be reported: Decision no. 1 adopted by the Board of Directors on March 25th, 2026, with respect to the convening of the Ordinary General Meeting of Shareholders ("OGMS") of Rompetrol Rafinare S.A. on April 29th, 2026 (April 30th, 2026 - second convening). The Board of Directors of Rompetrol Rafinare S.A. (hereinafter referred to as "the Company" or "RRC"), in the meeting held on March 25th, 2026, adopted the decision to convene the Ordinary General Meeting of Shareholders, in Năvodari, 215 Năvodari Blvd., Administrative Facility, Constanţa County, on April 29th, 2026 (first convening), starting at 11:00 a.m., respectively, April 30th, 2026 (the second convening), starting at 11:00 a.m. for all the shareholders registered in the Company Shareholders' Registry held by Depozitarul Central S.A., Bucharest, at the end of April 22nd, 2026, considered as Reference Date for this meeting.

The Ordinary General Meeting of Shareholders has the following agenda:

  1. Approval of the Individual Annual Financial Statements of Rompetrol Rafinare SA as of and for the fiscal year ended December 31, 2025, drawn up according to the Order of the Ministry of Public Finance No. 2844/2016 on the approval of the Accounting Regulations according to International Financial Reporting Standards, as subsequently amended and supplemented, based on the Annual Report of the Board of Directors for 2025 drawn up according to the provisions of FSA Regulation No. 5/2018, and the Independent Financial Auditor's Report prepared by Ernst & Young Assurance Services SRL on the Individual Annual Financial Statements of Rompetrol Rafinare as of and for the fiscal year ended December 31, 2025.

  2. Approval of the Consolidated Annual Financial Statements of Rompetrol Rafinare S.A. as of and for the fiscal year ended December 31, 2025 (including the financial statements of Rompetrol Rafinare SA and its subsidiaries: Rompetrol Downstream SRL, Rom Oil SA, Rompetrol Quality Control SRL, Rompetrol Logistics SRL (as well as the subsidiary Rompetrol Gas SRL) and Rompetrol Petrochemicals SRL, drawn up according to International Financial Reporting Standards (IFRS) adopted by the European Union, as amended, based on the Annual Report of the Board of Directors for 2025 and the Report of the Independent Financial Auditor on the Consolidated Annual Financial Statements as of and for the fiscal year ended December 31, 2025, including the Sustainability Report for the fiscal year 2025.

  3. Approval of the Annual Financial Report for the financial year ended December 31, 2025, prepared in accordance with the provisions of Article 65 of Law no. 24/2017, republished, on issuers of financial instruments and market operations, which also includes the Individual and Consolidated Reports of the Board of Directors and those of the Independent Financial Auditor, including the Consolidated Sustainability Report at Group level RRC-2025 and the Auditor's Report on the Consolidated Sustainability Report at Group level RRC-2025.
  4. Approval of the proposal of the Board of Directors of Rompetrol Rafinare S.A. regarding the distribution of the net profit for the fiscal year 2025, in the amount of RON 268,679,025, as follows: 14,719,026 RON to be allocated to the legal reserve and 253,959,999 RON to cover losses carried forward from previous years, as provided for in the note presented to shareholders.

  5. Approval of the discharge of all directors of the Company for their activities carried out in the fiscal year 2025 based on the reports submitted.

  6. Approval of the following documents:

    1. The Company's Production Program for 2026

    2. Investment budget for 2026

    3. The Income and Expenditure Budget for 2026

  7. Submission of the Remuneration Report of the Company's management structure for the fiscal year 2025 to the advisory vote of the OGMS, given the provisions of Article 107 (6) of Law No. 24/2017 on issuers of financial instruments and market operations, republished.

  8. Election of the members who will form the new Board of Directors of the Company for a term of 4 years starting with 01.05.2026 as a result of the expiration of the mandates on 30.04.2026 of the current members of the Board of Directors.

  9. Approval of the appointment of Mr. Dan Alexandru Iancu, financial auditor registered with the Romanian Chamber of Financial Auditors, as independent member in the Audit Committee, for a mandate equal to the mandate of the Board of Directors elected according to item 8 on the agenda of this OGMS, i.e. from May 1st, 2026, until April 30th, 2030.

  10. Approval of the gross monthly remuneration of members of the Board of Directors for the fiscal year 2026, as well as establishing a general limit for additional remuneration of members of the Board of Directors who have been granted specific roles within the Board of Directors.

  11. Approval of the amount of the monthly remuneration of the Chairman of the Audit Committee.

  12. Approval of the date of: (i) May 19, 2026, as Record Date, according to Article 87 (1) of Law No. 24/2017; and (ii) May 18, 2026, as Ex-Date, the date from which the financial instruments are traded without the rights arising from the RRC' OGMS, according to Article 2 (2) item l) of Regulation No. 5/2018.

  13. Empowerment of Mr. Sorin Graure, General Manager of the Company, to conclude and/or sign on behalf of the Company and/or the shareholders of the Company the decisions to be adopted by this OGMS and to carry out all legal formalities for registration, announcement, enforceability, execution, and publication of the adopted resolution, with the possibility of sub-mandating third parties.

The convening notice of the Ordinary General Meeting of Shareholders as of April 29/30, 2026, and the documents related to the meeting agenda will be available to the shareholders according to the applicable legal and statutory provisions, starting with March 27th, 2026, in electronic format on the Company's website https://rompetrol-rafinare.kmginternational.com, Investors' Relations Section/General Meeting of the Shareholders subsection/ General Meeting of the Shareholders for the 2026 year, well as at the Company's registered office.

The convening notice of the Ordinary General Meeting of Shareholders as of January April 29/30, 2026, shall be published in the Official Gazette of Romania, Part IV and in a wide-spread newspaper.

The Convening Notice of the OGMS was approved in the Company's Board of Directors meeting dated

March 25th, 2026.

Attached:

- Convening Notice of the Ordinary General Meeting of Shareholders on April 29/30, 2026.

ROMPETROL RAFINARE S.A. Chairman of the Board of Directors Yedil Utekov CONVENING NOTICE

The Board of Directors of the company ROMPETROL RAFINARE S.A. (hereinafter referred to as the "Company" or "RRC"), headquartered in Năvodari, 215 Năvodari Blvd., Administrative Facility, Constanţa County, registered with Constanţa Trade Register under no. J991000534130, having the sole registration code 1860712, convened on March 25th, 2026, on the grounds of art. 117 of Law no. 31/1990 on commercial companies, republished as further amended and supplemented, of Law no. 24/2017 on the issuers of financial instruments and market operations, republished, of the Financial Supervisory Autority's (F.S.A.) Regulation no. 5/2018 on the issuers of financial instruments and market operations as well as the Company' s Articles of Incorporations,

HEREBY CONVENES The Ordinary General Meeting of Shareholders (hereinafter referred to as "OGMS" or "Meeting"), for the date of April 29th, 2026, starting at 11:00 a.m. (Romanian time), at headquartered in Năvodari, 215 Năvodari Blvd., Administrative Facility, Constanţa County.

In the case that, on the aforementioned date, the quorum requirements stipulated by the law and by the Articles of Incorporation of the Company is not fulfilled for kiping OGMS, the Board of Directors shall convene and fix, based on art. 118 of Law no 31/1990, the second OGMS on April 30th, 2026, starting at 11:00 a.m. (Romanian time), at headquartered in Năvodari, 215 Năvodari Blvd., Administrative Facility, Constanţa County, having same agenda.

Only the persons registered as shareholders in the Company's shareholders' Register held by Depozitarul Central S.A. at the end of the day on April 22th, 2026 (Reference Date) have the right to attend and cast their votes in the OGMS. Should there be a second calling of the OGMS, the Reference Date remains the same.

The Ordinary General Meeting of Shareholders has the following agenda:

  1. Approval of the Individual Annual Financial Statements of Rompetrol Rafinare SA as of and for the fiscal year ended December 31, 2025, drawn up according to the Order of the Ministry of Public Finance No. 2844/2016 on the approval of the Accounting Regulations according to International Financial Reporting Standards, as subsequently amended and supplemented, based on the Annual Report of the Board of Directors for 2025 drawn up according to the provisions of FSA Regulation No. 5/2018, and the Independent Financial Auditor's Report prepared by Ernst & Young Assurance Services SRL on the Individual Annual Financial Statements of Rompetrol Rafinare as of and for the fiscal year ended December 31, 2025.

  2. Approval of the Consolidated Annual Financial Statements of Rompetrol Rafinare S.A. as of and for the fiscal year ended December 31, 2025 (including the financial statements of Rompetrol Rafinare SA and its subsidiaries: Rompetrol Downstream SRL, Rom Oil SA, Rompetrol Quality Control SRL,

    Rompetrol Logistics SRL (as well as the subsidiary Rompetrol Gas SRL) and Rompetrol Petrochemicals SRL, drawn up according to International Financial Reporting Standards (IFRS) adopted by the European Union, as amended, based on the Annual Report of the Board of Directors for 2025 and the Report of the Independent Financial Auditor on the Consolidated Annual Financial Statements as of and for the fiscal year ended December 31, 2025, including the Sustainability Report for the fiscal year 2025.

  3. Approval of the Annual Financial Report for the financial year ended December 31, 2025, prepared in accordance with the provisions of Article 65 of Law no. 24/2017, republished, on issuers of financial instruments and market operations, which also includes the Individual and Consolidated Reports of the Board of Directors and those of the Independent Financial Auditor, including the Consolidated Sustainability Report at Group level RRC-2025 and the Auditor's Report on the Consolidated Sustainability Report at Group level RRC-2025.
  4. Approval of the proposal of the Board of Directors of Rompetrol Rafinare S.A. regarding the distribution of the net profit for the fiscal year 2025, in the amount of RON 268,679,025, as follows: 14,719,026 RON to be allocated to the legal reserve and 253,959,999 RON to cover losses carried forward from previous years, as provided for in the note presented to shareholders.

  5. Approval of the discharge of all directors of the Company for their activities carried out in the fiscal year 2025 based on the reports submitted.

  6. Approval of the following documents:

    1. The Company Production Program for 2026

    2. Investment budget for 2026

    3. The Income and Expenditure Budget for 2026

  7. Submission of the Remuneration Report of the Company's management structure for the fiscal year 2025 to the advisory vote of the OGMS, given the provisions of Article 107 (6) of Law No. 24/2017 on issuers of financial instruments and market operations, republished.

  8. Election of the members who will form the new Board of Directors of the Company for a term of 4 years starting with 01.05.2026 as a result of the expiration of the mandates on 30.04.2026 of the current members of the Board of Directors.

  9. Approval of the appointment of Mr. Dan Alexandru Iancu, financial auditor registered with the Romanian Chamber of Financial Auditors, as independent member in the Audit Committee, for a mandate equal to the mandate of the Board of Directors elected according to item 8 on the agenda of this OGMS, i.e. from May 1st2026 until April 30th, 2030.

www.rompetrol.com

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