Rompetrol Rafinare SaBVB: RRC

Current Report - Convening Notice of OGMS on January 30/February 2, 2026

· Issued by Rompetrol Rafinare SA

No. 7906/December 22nd, 2025

To: BUCHAREST STOCK EXCHANGE FINANCIAL SUPERVISORY AUTHORITY

Current report according to the provisions of FSA Regulation No.5/2018 Date of report: December 22nd, 2025 ROMPETROL RAFINARE S.A.

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

Telephone 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 adopted by the Board of Directors on December 19th, 2025, with respect to the convening of the Ordinary General Meeting of Shareholders ("OGMS") of Rompetrol Rafinare S.A. on January 30th, 2026 (February 2nd, 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 December 19nd, 2025, adopted the decision to convene the Ordinary General Meeting of Shareholders, in Năvodari, 215 Năvodari Blvd., Administrative Facility, Constanţa County, on January 30th, 2026 (first convening), starting at 11:00 a.m., respectively, February 2nd, 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 January 23rd, 2026, considered as Reference Date for this meeting.

The Ordinary General Meeting of Shareholders has the following agenda:

  1. Revocation, as of the date of this Ordinary General Meeting of Shareholders, of Mr. Constantin SARAGEA from his position as member of the Board of Directors.
  2. Revocation, as of the date of this Ordinary General Meeting of Shareholders, of Mr. Nicolae Bogdan Codrut STANESCU from his position as member of the Board of Directors, following his resignation submitted on 08.12.2025 and effective as of 12.12.2025.
  3. Taking note of the termination of Mr. Erik SAGIYEV's term as a member of the Company's Board of Directors following his request to resign from this position effective November 25, 2025 (the last day of his term being November 24, 2025).
  4. Taking note of the termination of the mandate of Mr. Nazar MUKHAMETKALI as interim director, appointed to this position following the resignation of Mr. Erik SAGIYEV, effective November 25, 2025 (the first day of the mandate) and until the next OGMS, according to the Decision No. 1 adopted by the Board of Directors at its meeting on November 25, 2025, and thus vacating an administrator position as of the date of this Ordinary General Meeting of Shareholders.
  5. Election of three (3) new members to the Board of Directors of Rompetrol Rafinare SA, considering the above points on the agenda, for a term beginning on the date of this Ordinary General Meeting of Shareholders and expiring on April 30, 2026 (the date of expiry of the term of office of the current members of the Board of Directors).
  6. Approval of the gross monthly remuneration of the members of the Board of Directors elected under point 5 of the agenda, in the amount established by Resolution No. 3 of the Ordinary General Meeting of Shareholders of April 29, 2025.
  7. Approval of the date of: (i) February 18, 2026 as the Record Date, pursuant to Article 87(1) of Law No. 24/2017; and (ii) February 17, 2026 as the Ex Date, the date from which the financial instruments are traded without the rights deriving from the OGMS of RRC, pursuant to Article 2(2)(l) of Regulation No. 5/2018.
  8. Empowering the Company's General Manager to conclude and/or sign on behalf of the Company and/or the Company's shareholders the resolutions to be adopted by the OGMS and to carry out all legal formalities for registration, publicity, enforceability, execution, and publication of the adopted resolutions, with the possibility of sub-delegating to third parties.

The convening notice of the Ordinary General Meeting of Shareholders as of January 30th/February 2nd, 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 December 24th, 2025, 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 30th/February 2nd, 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 December 19th, 2025.

Attached: - Convening Notice of the Ordinary General Meeting of Shareholders on January 30th/February 2nd, 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. J1991000534130, having the sole registration code 1860712, convened on December 19th, 2025,

whereas the request of the significant shareholder the Romanian State represented by the Ministry of Energy, holder of a number of 11,870,877,580 shares representing 44.6959% from the share capital of the Company, formulated by the letter of the Ministry of Energy - Minister Cabinet no. 2808/BGI/10.12.2025 (registered under no. RRC 7660/11.12.2025),

on the grounds of art. 119 and art. 117 of Law no. 31/1990 on companies, republished as further amended and supplemented, of Law no. 24/2017 on the issuers of financial instruments and market operations, of the Financial Supervisory Authority's Regulations 5/2018 on the issuers of financial instruments and market operations, with further amendments and supplementations, as well as the Company' s Articles of Association,

HEREBY CONVENES The Ordinary General Meeting of Shareholders (hereinafter referred to as "OGMS" or "Meeting"), for the date of January 30th, 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 February 2nd, 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 January 23rd, 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. Revocation, as of the date of this Ordinary General Meeting of Shareholders, of Mr. Constantin SARAGEA from his position as member of the Board of Directors.
  2. Revocation, as of the date of this Ordinary General Meeting of Shareholders, of Mr. Nicolae Bogdan Codrut STANESCU from his position as member of the Board of Directors, following his resignation submitted on 08.12.2025 and effective as of 12.12.2025.
  3. Taking note of the termination of Mr. Erik SAGIYEV's term as a member of the Company's Board of Directors following his request to resign from this position effective November 25, 2025 (the last day of his term being November 24, 2025).
  4. Taking note of the termination of the mandate of Mr. Nazar MUKHAMETKALI as interim director, appointed to this position following the resignation of Mr. Erik SAGIYEV, effective November 25, 2025 (the first day of the mandate) and until the next OGMS, according to the Decision No. 1 adopted by the Board of Directors at its meeting on November 25, 2025, and thus vacating an director position as of the date of this Ordinary General Meeting of Shareholders.
  5. Election of three (3) new members to the Board of Directors of Rompetrol Rafinare SA, considering the above points on the agenda, for a term beginning on the date of this Ordinary General Meeting of Shareholders and expiring on April 30, 2026 (the date of expiry of the term of office of the current members of the Board of Directors).
  6. Approval of the gross monthly remuneration of the members of the Board of Directors elected under point 5 of the agenda, in the amount established by Resolution No. 3 of the Ordinary General Meeting of Shareholders of April 29, 2025.
  7. Approval of the date of: (i) February 18, 2026 as the Record Date, pursuant to Article 87(1) of Law No. 24/2017; and (ii) February 17, 2026 as the Ex Date, the date from which the financial instruments are traded without the rights deriving from the OGMS of RRC, pursuant to Article 2(2)(l) of Regulation No. 5/2018.
  8. Empowering the Company's General Manager to conclude and/or sign on behalf of the Company and/or the Company's shareholders the resolutions to be adopted by the OGMS and to carry out all legal formalities for registration, publicity, enforceability, execution, and publication of the adopted resolutions, with the possibility of sub-delegating to third parties.

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DETAILS ON THE OGMS

a) The right of the shareholders to participate to the Ordinary General Meeting of Shareholders

The Reference Date is January 23rd, 2026.

Only shareholders who are registered with the Company's Shareholders Registry at the Reference Date are entitled to attend and cast their votes in this Meeting, according to the legal provisions, in person (by the legal representatives) or by proxy (based on a special/ general Power of Attorney or Affidavit given by the custodian), considering the legal constraints, or by correspondence, prior to the OGMS (based on a Correspondence Voting Ballot).

Also, a shareholder may be represented by a credit institution supplying custody services, that could vote at the general meeting of shareholders based on the voting instructions received via electronic communication means, without the necessity of drafting a special or general Power of Attorney by the shareholder. The custodian votes exclusively at OGMS in compliance and within the limit of the instructions received from their clients, having the capacity of shareholders at the Reference Date.