Societatea Nationala De Gaze Naturale Romgaz S.a. BVB:SNG
SNGN Romgaz : Consolidated Board of Directors' Report for the year 2025
Source: MarketScreener
Consolidated Board of Directors' Report 2025
Consolidated Board of Directors' Report 2025Content
2025 ROMGAZ GROUP OVERVIEW 2
Romgaz Group in Figures 2
Significant Events 6
Parent Company at a Glance 11
Identification Data 11
Company Organization 11
Mission, Vision and Goal 13
Strategic Objectives, Strategic Options and Secondary Objectives 13
Review of Romgaz Group Business 16
Business Segments 16
Mergers and Reorganisations, Acquisitions and Divestments of Assets 21
Group's Business Performance 21
Overall Performance 21
Sales 24
Prices and Tariffs 26
Human Resources 28
Environmental Aspects 31
Occupational Health and Safety (OHS) 33
Litigations 34
Legal Acts concluded under GEO No. 109/2011 Article 52 35
Group's Tangible Assets 37
4.1 Main Production Capacities 37
4.2. Investments 40
Securities Market 49
5.1. Dividend Policy 51
Company Management 53
Board of Directors 53
Executive Management 54
Consolidated Financial - Accounting Information 59
Statement of Consolidated Financial Position 59
Statement of Consolidated Comprehensive Income 61
Statement of Consolidated Cash Flows 64
Corporate Governance 66
Performance of Mandate Contracts 104
I. 2025 ROMGAZ GROUP OVERVIEW
Romgaz Group in Figures
Romgaz Group1 recorded in 2025 a revenue of RON 8.025.6 million, increasing by 1.21%, namely RON 96.1 million, as compared to 2024 revenue (RON 7,929.4 million).
Net profit of RON 3,333.1 million, was higher by RON 127.1 million than the net profit recorded in 2024 (3.96%).Romgaz Group performances on December 31, 2025 were influenced by the following factors:
total income RON 8,714.4 million;
total expenses RON 4,873.9 million;
consolidated gross result variation RON 247.6 million.
Achieved net consolidated profit margins (41.53%), consolidated EBIT (46.28%) and consolidated EBITDA
(54.84%) increased as compared to 2024 (40.43%; 43.88% and 51.49% respectively).
Net consolidated profit per share of RON 0.86, higher by 3.96% as compared to the previous year. Investments made by Romgaz Group in 2025 reached RON 3,833,955 thousand. Estimated national natural gas consumption2 for the reporting period was roughly 107.2 TWh, by 1.1% higher than the consumption recorded in 2024. Import gas quantities weighted 29.6% in the total consumption, by 69% higher than in the previous year. Total natural gas deliveries from Romgaz internal production to the domestic market increased by 4.4% as compared to 2024. Therefore, these deliveries had a 49.62% weight in the total national consumption, a 1.73% increase as compared to 2024.Natural gas production reached in 2025, a volume of 4,954.5 million m3, namely a drop of 0.17% related to 2024 production.
Condensate production recorded in 2025 was 54,314 tonnes, a 46.9% increase as compared to the same period of 2024. Total hydrocarbon production (natural gas and condensate) achieved in 2025 increased by 0.3% as compared to 2024.In 2025, Romgaz electricity production was 750.124 GWh, by 14.8% lower as compared to the production of 2024. According to preliminary data published by the National Statistics Institute, Romgaz market share is 1.46%.
Operational results
The table below shows a summary of the main indicators related to production (gas, condensate, electricity), royalty and storage services:
Q4 2024
Q3 2025
Q4 2025
Δ Q4
(%)
Main indicators
2024
2025
Δ'25/'24 (%)
1,290.7
1,190.4
1,278.5
-0.9
Gas production (million m3)
4,962.7
4,954.5
-0.17
11,523
14,760.0
14,369
24.7
Condensate production (tons)
36,984
54,314
46.9
92.69
84.29
92.38
-0.3
Petroleum royalty (million m3)
350.59
354.64
1.1
150.7
138.6
270.0
79.2
Electricity production (GWh)
880.3
750.1
-14.8
1,107.5
0.0
730.3
-34.1
Total gas withdrawn from UGS (million m3)
2,103.9
1,979.8
-5.9
67.6
1,116.0
148.5
119.7
Total gas injected in UGS (million m3)
1,580.5
2,194.2
38.8
1 Romgaz Group (ROMGAZ) consists of Societatea Nationala de Gaze Naturale Romgaz SA ("the Company"/"Romgaz") as parent company and the subsidiaries SNGN Romgaz SA - Filiala de Înmagazinare Gaze Naturale Depogaz Ploiești SRL ("Depogaz"), Romgaz Black Sea Limited and Romgaz Trading SRL, all owned 100% by Romgaz.
2 Consumption is estimated as, at the date hereof, ANRE did not publish the report on the natural gas market for December 2025.
Natural gas quantities produced, delivered, injected into and withdrawn from gas storages in 2025, compared to 2023 and 2024 are shown in the table below (million m3):
No.
Specifications
2023
2024
2025
Δ 2025/2024 (%)
0
1
2
3
4
5=(4-3)/3x100
1.
Gross gas production - total
4,788.5
4,962.7
4,954.5
-0.17
2.
Technological consumption
71.6
73.0
78.7
7.8
3.
Net internal gas production (1.-2.)
4,716.9
4,889.7
4,875.8
-0.3
4.
Internal gas volumes injected in storages
93.3
272.1
28.8
-89.4
5.
Internal gas volumes withdrawn from storages
144.5
127.8
179.7
40.6
5.1.
Gas sold in storage
22.7
77.1
4.1
-94.7
6.
Differences resulting from GCV
2.5
7.2
4.0
-44.4
7.
Volumes supplied from internal production
(3.-4.+5.+5.1.-6.)
4,788.3
4,815.3
5,026.8
4.4
8.1.
Gas supplied to CTE Iernut from Romgaz gas
286.5
264.2
226.2
-14.4
8.2.
Self-supplied gas
0.5
1.3
1.4
7.7
9.
Gas supplied from internal production to the market (7.-8.1.-8.2)
4,501.3
4,549.8
4,799.2
5.5
10.
Gas from partnerships Amromco (50%)
15.3
17.5
15.3
-12.6
11.
Purchased internal gas volumes (including commodity gas and imbalances)
8.0
4.1
7.2
75.6
12.
Sold internal gas volumes (9.+10.+11.)
4,524.6
4,571.4
4,821.7
5.5
13.
Supplied internal gas volumes (8.1.+8.2.+12.)
4,811.6
4,836.9
5,049.3
4.4
14.
Supplied import gas volumes
0.0
0.0
0.0
n/a
15.
Gas supplied to CTE Iernut from other sources (including imbalances)
0.4
0.0
0.1
n/a
16.
Total gas supplied (13.+14.+15.)
4,812.0
4,836.9
5,049.4
4.4
Total gas withdrawn from UGS
1,742.8
2,103.9
1,979.8
-5.9
Total gas injected in UGS
1,905.5
1,580.5
2,194.2
38.8
Note: the information is not consolidated; it also includes the transactions between Romgaz and Depogaz.
2025 production was supported by ongoing production rehabilitation projects of main mature fields, performance of capitalizable repair works and well recompletion works and by streaming into production new wells.
Evolution of natural gas production between 2015-2025 is shown below:
6 5,6
5
bcm
4
3
2
1
0
4,2
5,2 5,3 5,3
4,5
5,0
4,9 4,8
5,0 5.0
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
The table below shows the quarterly electricity production for 2025, as compared to 2024:
*MWh*
Δ 2025/2024 (%)
2025
2024
1
Q 1
Q 2
Q 3
Q 4
Total year
2 3
263,832 199,703
186,937 141,775
278,905 138,641
150,668 270,005
880,342 750,124
4=(3-2)/2x100
-12.1
-24.2
-50.3
79.2
-14.8
Romgaz is one of the largest gas suppliers in Romania. The evolution of gas supplies3 between 2015-2025 is shown below:
3
53
0
0
0
0
0
0
0
7
5623
5055
5422
5079
5159,2 5159,2 5080,1
4811,6 4836,9
5049,3
4223
4683
6000
5000
33 181
4000
million m3
3000
2000
1000
0
2015 2016 2017 2018 2019 2020 2021 2021 2022 2023 2024 2025
Gas from internal production Import gasRelevant Consolidated Financial Results
(RON million, unless otherwise specified)
Q4
2024
Q3
2025
Q4
2025
Δ Q4
(%)
Main indicators
2024
2025
Δ '25/'24
(%)
2,299.7
1,799.5
1,978.0
-13.99
Revenue
7,929.4
8,025.6
1.21
2,416.3
1,992.8
2,207.4
-8.64
Income
8,546.8
8,714.4
1.96
1,531.6
1,105.8
1,263.1
-17.53
Expenses
4,953.6
4,873.9
-1.61
2.5
2.6
2.0
-19.67
Share of profit of associates
8.0
8.4
4.88
3Include gas from internal production, including gas supplied to CTE Iernut.
Q4 2024
Q3 2025
Q4 2025
Δ Q4
(%)
Main indicators
2024
2025
Δ '25/'24 (%)
887.1
889.6
946.3
6.67
Gross result
3,601.2
3,848.8
6.88
(45.2)
134.5
47.5
n/a
Profit tax
395.2
515.7
30.50
932.3
755.1
898.8
-3.60
Net result
3,206
3,333.1
3.96
879.1
845.4
906.4
3.11
EBIT
3,479.5
3,714.1
6.74
1,053.5
1,007.6
1,085.6
3.05
EBITDA
4,082.6
4,401.0
7.80
0.24
0.2
0.23
-3.60
Earnings per share (EPS*) (RON)
0.83
0.86
3.96
40.54
41.96
45.44
12.08
Net profit ratio (% from Revenue)
40.43
41.53
2.72
38.23
46.98
45.82
19.87
EBIT ratio (% from Revenue)
43.88
46.28
5.46
45.81
55.99
54.88
19.80
EBITDA ratio (% from Revenue)
51.49
54.84
6.51
5,977
5,847
5,809
-2.81
Number of employees at the end of
period
5,977
5,809
-2.81
Romgaz on the Stock ExchangeSince November 12, 2013, SNGN Romgaz SA is listed on Bucharest Stock Exchange (BVB) and company's
shares have been traded on the regulated market governed by under the symbol SNG, Premium category.
Romgaz is considered an attractive company for investors as regards dividends paid to shareholders, stability and development perspectives, such being reflected in the evolution of share prices in the reviewed period.
Performance of Romgaz shares4 compared to the evolution of BET index (Bucharest Exchange Trading) from listing to December 31, 2025 is shown below:
11,0000
10,0000
SNG shares trading price and BVB BET index for 2013 - 2025 - RON (share price reduced for 2013 - May 2024)
25.500,00
9,0000
8,0000
20.500,00
7,0000
6,0000
15.500,00
5,0000
4,0000
10.500,00
3,0000
12.11.2013
20.01.2014
24.03.2014
27.05.2014
29.07.2014
30.09.2014
02.12.2014
2/6/2015
4/10/2015
6/12/2015
8/14/2015
10/16/2015
12/18/2015
2/23/2016
4/26/2016
6/29/2016
8/31/2016
11/2/2016
1/6/2017
3/10/2017
5/16/2017
7/18/2017
9/19/2017
11/21/2017
1/26/2018
3/30/2018
6/4/2018
8/6/2018
10/8/2018
12/10/2018
2/14/2019
4/18/2019
6/20/2019
8/22/2019
10/24/2019
12/30/2019
3/3/2020
5/5/2020
7/7/2020
9/8/2020
11/10/2020
1/14/2021
3/18/2021
5/20/2021
7/22/2021
9/23/2021
11/25/2021
1/27/2022
3/31/2022
6/2/2022
8/4/2022
10/6/2022
12/8/2022
2/13/2023
4/17/2023
6/19/2023
8/21/2023
10/23/2023
12/27/2023
2/29/2024
5/2/2024
7/4/2024
9/5/2024
11/7/2024
1/20/2025
3/25/2025
5/30/2025
8/4/2025
10/7/2025
12/10/2025
2,0000 5.500,00
Share price BET index4For an accurate presentation of share price evolution, trading prices for November 2013 - May 2024 were reduced 10 times, consistent with the share capital increase of May 30, 2024.
Significant Events
The Board of Directors set, by Resolution No.9 of February 17, 2025, the members of the Nomination and Remuneration Committee, as follows:
Mr. Răzvan BRASLĂ - chairman
Mr. Gheorghe Silvian SORICI - member
Mr. Dan Dragoş DRĂGAN - member
The Board of Directors approved conclusion of Addendum No.2 to the Contract for Design and Execution of Works No. 40928/April 03, 2023, for "Completion of works and commissioning of the investment Development of CTE Iernut by building a new combined cycle gas turbine power plant" with Duro Felguera
S.A. According to the addendum, the contract price increases by RON 10,487,880 representing the value of additional technical assistance services provided by the subcontractor General Electric. Addendum No.2 was signed on March 28, 2025.
March 25, 2025ROMGAZ (by Romgaz Black Sea Limited) and OMV Petrom, as co-titleholders, spud the first well for development and production of Pelican Sud and Domino gas fields from Neptun Deep block, located 160 km offshore in the Black Sea. Start of drilling works from Neptun Deep project (on Pelican Sud block) are the first key operations in the Black Sea and represent fulfilment of the development-production program.
April 14, 2025The Ordinary General Meeting of Shareholders approved by Resolution No.2:
SNGN Romgaz SA 2025 Individual Income and Expenditure Budget;
revocation due to non-attributable causes, in order to fulfil milestone No. 121 of Romania's National Recovery and Resilience Plan, in accordance with the provisions of Art. 36.10 of the Mandate Contract, of Mr. Dan-Dragos Dragan and Mr. Gheorghe-Silvian Sorici;
election of Mr. Dumitru Chisăliță and Mr. Cornel Benchea as interim board members for a period
of 5 months;
start of the selection procedure for the vacant board member positions, in accordance with the provisions of GEO No. 109/2011 on corporate governance of public enterprises, as subsequently amended and supplemented. The selection procedure will be carried out by the Ministry of Energy, in its capacity as public supervisory authority.
The Board of Directors appointed in the meeting held on April 16, 2025, Mr. Dumitru Chisalita as chairman of the Board of Directors and set the components of advisory committees as follows:
Nomination and Remuneration Committee:
Mr. Răzvan Braslă - chairman;
Mr. Botond Balázs - member;
Mr. Dumitru Chisăliță - member. Audit Committee:
Mr. Marius Gabriel Nuț - chairman;
Mr. Cornel Benchea - member;
Mr. Răzvan Braslă - member. Risk Management Committee:
Mr. Botond Balázs - chairman;
Mr. Răzvan Braslă - member;
Mr. Marius Gabriel Nuț - member. Strategy Committee:
Mr. Cornel Benchea - chairman;
Mr. Dumitru Chisăliță - member;
Mr. Aristotel Marius Jude - member.
April 24, 2025
SNGN Romgaz SA - Filiala de Înmagazinare Gaze Naturale Depogaz Ploieşti SRL started execution works to implement PCI Project 6.20.7 - "Increase of daily withdrawal capacity at Bilciuresti UGS". The project aims to increase daily delivery capacity from Bilciuresti UGS from 14 million Sm3/day to 20 million Sm3/day together with an increase of the storage capacity of 108 million Sm3/cycle.
Total estimated investment value is EUR 119.6 million of which the European Union granted EUR 37.96 million through Connecting Europe Facility (CEF).
Implementation of this project shall have a contribution on increasing safety of supply and market integration, by increasing transmission flows and diversification of gas transmission routes, both in Romania and in Southeastern Europe, as well as by ensuring flexibility of operations and balancing services, supporting renewable energy production.
April 29, 2025The Ordinary General Meeting of Shareholders approved by Resolution No. 4, the value of the total gross
dividend per share of RON 0.1568, with registration date on July 4, 2025 and payment date July 25, 2025.
May 14, 2025S.N.G.N. Romgaz S.A. Board of Directors meeting held on May 14, 2025, took note of Mr. Cornel Benchea resignation as interim board member, as of May 15, 2025.
June 13, 2025S.N.G.N. Romgaz S.A. Board of Directors approved dissolution of Drobeta Turnu Severin branch and deregistration in compliance with the law.
June 16, 2025Fitch Ratings Limited decided to maintain BBB- rating with a negative outlook (Investment Grade) assigned to the Company.
June 27, 2025Addendum No.11 to the Financing Contract No.4/December 7, 2017 for the investment "Combined cycle gas turbine" - Iernut, to amend the contract term until June 30, 2026, for financing as well as for amending the investment schedule provided in the contract. Concurrently, the investment completion date, confirmed by commissioning, cannot exceed December 31, 2025.
June 30, 2025The Ordinary General Meeting of Shareholders approved by Resolution No.5:
the key financial and non-financial performance indicators of officers and non-executive members of the Board of Directors resulting from the Governance Plan of S.N.G.N Romgaz S.A., in accordance with the minimum level established for the company pursuant to Annex to the Order No. 651/2024 of AMEPIP President, and which shall form an annex to the mandate contracts of officers and members of the Board of Directors of S.N.G.N ROMGAZ S.A.;
the integral component of the selection plan for vacant positions as S.N.G.N Romgaz S.A. board members.
July 30, 2025The Board of Directors approved, by Resolution No. 50, conclusion of addenda to contracts of mandate of board members, on key financial and non-financial performance indicators approved by the Ordinary General Meeting of Shareholders by Resolution No.5 on June 30, 2025.
Mrs. Lorena Elena STOIAN - chairman;
Mr. Botond BALAZS - member;
Mr. Marius Gabriel NUT - member.
The Board of Directors established by Resolution No. 54 the composition of the Risk Management Committee, as follows:
September 4, 2025Extraordinary General Meeting of Shareholders, approved by Resolution No. 6, to establish and register in the State Register of Legal Entities of the Republic of Moldova the Limited Liability Company "Romgaz Trading S.R.L." with the headquarters in Chisinau.
Moreover, the Ordinary General Meeting of Shareholders approved by Resolution No.7 to extend by 2 (two)
months the mandate term of Mr. Dumitru Chisaliță, interim board member of Romgaz Board of Directors.
September 9, 2025Romgaz and Electrica signed a Memorandum of Understanding for the Development of Green Energy Production and Storage Capacities of up to 400 MW.
September 11, 2025Due to the fact that the Contractor did not comply with its contractual obligations (including the obligation to execute works on time), the Board of Directors approved by Resolution No. 68 of September 11, 2025 termination of Contract No.40928/April 3, 2023 for "Completion of Works and commissioning of the investment Development of CTE Iernut by building a new combined cycle gas turbine power plant".
As a consequence, Romgaz sent the termination notice of the Design and Works Execution Contract No. 40928/April 3, 2023 to the Contractor (Duro Felguera SA).
September 18, 2025To implement the provisions of Articles 1-5 of Romgaz Extraordinary General Meeting of Shareholders'
Resolution No. 10 of July 1, 2024, the Board of Directors approved
the update of the Base Prospectus of the Euro Medium Term Notes Programme of S.N.G.N.ROMGAZ S.A. ("EMTN Programme") and
submission of the updated Base Prospectus of the EMTN Programme for approval with the Commission de Surveillance du Secteur Financier of Luxembourg ("CSSF") as competent authority according to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.Updated Base Prospectus of the EMTN Programme was approved by CSSF on September 19, 2025.
September 22, 2025SNGN Romgaz SA announced conclusion of an eight-year contract with Weatherford International to implement a digital system for real-time monitoring of well parameters. The technological solution provided by Weatherford will enable the collection and transmission of critical data from thousands of wells, contributing to production optimization, increased operational efficiency, and improved decision-making process using cloud-based technologies and artificial intelligence.
October 13, 2025Contract No. 40928/April 3, 2023 between SNGN Romgaz SA as Purchaser and DURO FELGUERA as Contractor, for "Completion of Works and commissioning of the investment Development of CTE Iernut by building a new combined cycle gas turbine power plant" ceased by termination, as the Contractor did not fulfil its contractual obligations (including the obligation to execute works on time).
October 16, 2025SNGN ROMGAZ SA filed with the Court of Justice of the European Union a direct action against the European Commission.
Through this action, the company is primarily seeking the repeal of Delegated Regulation No. 1477/2025, supplementing Regulation (EU) 2024/1735 of the European Parliament and of the Council and the annulment of Commission Decision (EU) 2025/1479 of 22 May 2025 specifying pro-rata contributions to the Union CO₂ injection capacity objective by 2030 from oil and gas producers in the European Union.
October 20, 2025The Extraordinary General Meeting of Shareholders approved by Resolution No.8, within the EMTN program (approved by Resolution No.10/July 1, 2024 by Romgaz EGMS) one or more issuances with a maximum aggregate principal amount of EUR 750,000,000 inclusively, authorising the Board of Directors to establish
the other terms and conditions of the issuances, including their final terms, according to market conditions.
October 22, 2025Romgaz Board of Directors approved the Decarbonization Strategy. The strategy was prepared in the context of European and national policies on reducing greenhouse gas emissions and implicitly, their impact on climate change and collective efforts to reach the targets provided in the Paris Agreement.
October 24, 2025Fitch Ratings Limited decided to maintain the BBB- rating with negative outlook (Investment Grade) assigned to the company.
October 27, 2025The Board of Directors approved the second bond issue of the EMTN Program total worth of EUR 500,000,000 and admission to trading of bonds on Luxembourg Stock Exchange, respectively passporting to trading/technical listing on Bucharest Stock Exchange.
October 28, 2025The subscription process of the second issue of bonds under the Euro Medium Term Notes Program of ROMGAZ ("EMTN Programme") took place, worth EUR 500,000,000 with a maturity of 6 years. Coupon was set at 4.625%/per annum. The bonds will mature on November 4, 2031.
October 29, 2025ROMGAZ Board of Directors took note of Mr.Chisalita Dumitru request of resignation from the position as Chairman of the Board of Directors and appointed Mr. Marius Gabriel Nut as BoD chairman, consequently amended the components of advisory committees, as follows:
Nomination and Remuneration Committee:
Mrs. Elena Lorena STOIAN - chairman;
Mr. Marius Gabriel NUŢ - member;
Mr. Razvan BRASLĂ - member.
Audit Committee:
Mr. Răzvan BRASLĂ - chairman;
Mr. Dumitru CHISĂLIŢĂ - member;
Mr. Marius Gabriel NUŢ - member. Risk Management Committee:
Mrs. Elena Lorena STOIAN - chairman;
Mr. Botond BALAZS - member;
Mr. Marius Gabriel NUŢ - member. Strategy Committee:
Mr. Botond BALAZS - chairman;
Mr. Dumitru CHISĂLIŢĂ - member;
Mr. Aristotel Marius JUDE - member.
November 11, 2025Ordinary General Meeting of Shareholders approved by Resolution No. 9:
Revocation of Mr. Dumitru Chisalita, interim Board member, as of the date of the meeting, following completion of the BoD member selection procedure;
Election of Mr. Andrei Gabriel Benghea Mălăieș and Mr. Iulius Dan Plaveti as BoD members, for a mandate ending on March 16, 2027.
November 21, 2025ROMGAZ Board of Directors set the composition of BoD advisory committees in the meeting on November 21, 2025, as follows:
Nomination and Remuneration Committee:
Mr. Răzvan BRASLĂ - chairman;
Mr. Botond BALAZS - member;
Mr. Marius Gabriel NUȚ - member.
Audit Committee:
Mr. Andrei Gabriel BENGHEA MĂLĂIEȘ - chairman;
Mr. Răzvan BRASLĂ - member;
Mr. Marius Gabriel NUȚ - member. Risk Management Committee:
Mrs. Elena Lorena STOIAN - chairman;
Mr. Botond BALAZS - member;
Mr. Aristotel Marius JUDE - member. Strategy Committee:
Mr. Botond BALAZS - chairman;
Mr. Andrei Gabriel BENGHEA MĂLĂIEȘ - member;
Mr. Aristotel Marius JUDE - member;
Mr. Marius Gabriel NUȚ - member;
Mr. Iulius Dan PLAVETI - member.
November 24, 2025Borad of Directors set the composition of the Risk management Committee by Resolution No.102, as follows:
Mrs. Elena Lorena STOIAN - chairman;
Mr. Botond BALAZS - member;
Mr. Andrei Gabriel BENGHEA MALĂIEȘ - member.
The Romanian Government approved Addendum No.7 to the Concession Agreement for petroleum exploration, development and production in Neptun Deep block, this demonstrates the support and backing for investment projects in Romania to ensure energy security and create a healthy investment environment for the economy and consumers. Neptun XIX block, deepwater area, is a key investment area for ROMGAZ as co-title holder of 50% participating interest (through Black Sea Limited), OMV Petrom as operator, holding the rest of 50% participating interest.
December 18, 2025Ordinary General Meeting of Shareholders approved by Resolution No. 10 the template and content of the addendum to contracts of mandate of Romgaz board members, appointed by OGMS Resolution No.5/March 14, 2023 and OGMS Resolution No.9/November 11, 2025, to enforce Law No. 158/2025 on amending and supplementing GEO No.109/2011 on corporate governance of public companies as proposed by the Ministry of Energy.
Board of Directors approved by Resolution No.106 approves conclusion of addenda to the contracts of mandate of Romgaz board members in line with Law No.158/2025 on amending and supplementing GEO No.109/2011 on corporate governance of public companies.
December 22, 2025ROMGAZ listed the second issue of bonds of EUR 500,000,000 on the regulated market of Bucharest Stock Exchange (BVB), as SNG31E.
December 31, 2025Addendum No. 12 to the Financing Contract No.4/December 4, 2017 was signed for the investment "Combined cycle gas turbine" - Iernut, for amending the contract term until June 30, 2027 for financing as well as amending the execution schedule provided in the contract. Concurrently, investment completion date, confirmed by its commissioning, shall not exceed December 31, 2026.
Address: Medias, 4 Constantin I. Motas Square, 551130, Sibiu County
Trade Registry Registration Number: J2001000392326 European Unique Identifier (EUID): ROONRC.J2001000392326 Fiscal registration number: RO14056826
LEI Code: 2549009R7KJ38D9RW354
Legal form of establishment: joint-stock company
Subscribed and paid in share capital: RON 3,854,224,000
Number of shares: 3,854,224,000 each having a nominal value of RON 1
Regulated market where the company's shares are traded: Bucharest Stock Exchange
Phone: 0040 374 401020
Fax: 0040 374 474325
Web: https://www.romgaz.ro
E-mail: [email protected]
Bank accounts opened at: Banca Comerciala Romana, BRD-Groupe Société Générale, Citibank Europe, Patria Bank, Raiffeisen Bank, Banca Transilvania, ING Bank, Eximbank Banca Românească, CEC Bank, UniCredit Bank.
Shareholder Structure
On December 31, 2025, SNGN Romgaz SA shareholder structure was the following:
Romanian
State 70%
Free
float 30%
Shares | % | |
Romanian State5 | 2,698,230,800 | 70.0071 |
Free float - total, of which: | 1,155,993,200 | 29.9929 |
| 991,966,172 | 25.7371 |
| 164,027,028 | 4.2558 |
Total | 3,854,224,000 | 100.0000 |
The company did not perform transactions with own shares in financial year 2025, and on December 31, 2025 it did not hold own shares.
2.2. Company Organization
The organization of the company is of hierarchy-functional type with six hierarchical levels reaching from
the company's shareholders to the execution personnel, as follows:
General Meeting of Shareholders;
Board of Directors;
Chief Executive Officer (with mandate), Deputy Chief Executive Officer (with mandate), Chief Financial Officer (with mandate);
directors without contract of mandate;
heads of functional and operational departments subordinated to directors;
execution personnel.
The duties of the Board of Directors are detailed both in the Company's Articles of Incorporation as well
as in the Terms of Reference of the Board of Directors.
5The Romanian State through the Ministry of Energy
Each compartment has its own duties well-defined in the company's Rules of Organization and Operation
and all these elements work as a whole.
The tasks, duties and responsibilities of the execution personnel are included in the job descriptions of each position.
The company had on December 31, 2025, seven branches, set up based on the specific of the activities performed and on the specific of the region (natural gas production branches) as follows:
Sucursala Medias (Medias Branch) having its office in Medias, 5 Garii Street, postal code 551025, Sibiu County, territorially organized in 8 sections;
Sucursala Targu Mures (Targu Mures Branch) having its office in Targu Mures, 23 Salcamilor Street, postal code 540202, Mures County, territorially organized in 7 sections;
Sucursala Buzau, having its office in Buzau, 1 Romanitei Street 120032, Buzau County, territorially organized in 2 sections ;
Sucursala de Interventii, Reparatii Capitale si Operatii Speciale la Sonde Medias (SIRCOSS - Branch for Well Workover, Recompletions and Special Well Operations) having its office in Medias, 5 Soseaua Sibiului Street, postal code 551009, Sibiu County, territorially organized in 3 sections and 5 units;
Sucursala de Transport Tehnologic si Mentenanta Targu Mures (STTM - Technological Transport and Maintenance Branch) having its office in Targu Mures, 6 Barajului Street, postal code 540101, Mures County, territorially organized in 5 sections and one laboratory;
Sucursala de Productie Energie Electrica Iernut (SPEE - Iernut Power Generation Branch) having its office in Iernut, 1 Energeticii Street, postal code 545100, Mures County, organised in 7 sections;
Sucursala Chișinău, MD-2012, Mihai Eminescu Street 70, 2ndfloor, Chișinău, the Republic of Moldova.
SNGN Romgaz SA - Filiala de Înmagazinare Gaze Naturale Depogaz Ploiești SRL (Depogaz)As of April 1, 2018, SNGN Romgaz SA - Filiala de Înmagazinare Gaze Naturale Depogaz Ploieşti SRL
became operational, managing the natural gas underground storage activity.
The subscribed and paid in share capital of the company is RON 66,056,160, divided in 6,605,616 shares, with a nominal value of RON 10/share.
Depogaz took over operation of underground storages licensed by Romgaz, the operation of assets belonging to Romgaz, used to perform storage activities and the entire related personnel.
Depogaz operates 5 UGSs developed in depleted gas fields, with a storage capacity of 2.870 bcm. Information about Depogaz can be found at: https://www.depogazploiesti.ro
Romgaz Black Sea Limited (RBS)On August 1, 2022, Romgaz became sole shareholder of ROMGAZ BLACK SEA LIMITED ("RBS").
RBS is an international company established and operating in compliance with the laws of the Commonwealth of Bahamas.
RBS holds 50% from the rights and obligations under the Petroleum Agreement for petroleum exploration, development and production for the deepwater area of XIX Neptun offshore block in the Black Sea. OMV Petrom S.A. holds the remaining 50% of such rights and obligations and as of August 1, 2022, OMV Petrom is operator of the block.
The subsidiary does not own any assets or interests and is not a party to any joint operating agreement, production agreement, production sharing agreement or any similar agreement, besides the Petroleum Agreement for petroleum exploration, development and production for the deepwater area of XIX Neptun offshore block in the Black Sea ("Neptun Deep").
The activity of the project is carried out through Romgaz Black Sea Limited Nassau (Bahamas) Bucharest branch. Neptun Deep is currently in the development - exploration phase.
Romgaz Trading S.R.L., was registered on October 10, 2025 in Chisinau.
VisionGaining profit by producing and trading hydrocarbons and electricity, including electricity from renewable sources, under efficiency and low emission conditions.
GoalFuture ambition to reach NetZeRomGAZ in our business. This net zero path, proposed by the Company until 2050 is an aspirational but conditional direction, with benchmarks that will be periodically reassessed based on technological progress, the availability of funding sources and the clarity of regulations.
2.4. Strategic Objectives, Strategic Options and Secondary Objectives
Strategic Objectives provided in ROMGAZ strategy for 2021-2030
Minimum 10% reduction of carbon, methane and other gas emissions (10-10-10). Reduction is set for the validity term of the strategy (2021-2030) having 2020 as reference year;
Annual natural gas production decline below 2.5%;
EBITDA margin higher than 25%;
ROACE equal to or higher than 12%.
ROMGAZ Strategic Options:
We continue to develop the portfolio of resources focused on mitigating climate changes effects, centred on resilient hydrocarbons and on operational safety and reliability;
Electricity and energy with low CO2emissions with large scale use of renewable energy sources, seeking opportunities on the hydrogen market and developing a portfolio of gas clients to complete such low CO2emission energy;
Create long-term relationships with equal profitability for both the market and social environment;
Digital transformation of the company and supporting innovations to approach new customer interaction methods, to increase efficiency and to support new development directions;
Main objectives for the period 2023-2027, derived from the strategic objectives, are the following:
Increase of hydrocarbon resources and reserves portfolio (onshore and offshore Black Sea) by:
exploration-development-production activities in concessioned fields;
concession of new blocks;
acquiring petroleum rights and obligations.
Maximise the hydrocarbon reserves recovery factor under safety, reliability and sustainability conditions.
Following measures and actions are foreseen, with implementation/achievement deadlines to maximise the gas reserves recovery factor, to obtain an annual production decline within controlled limits (maximum 2.5%/year), to obtain reserves replacement ratios of over 50%, to achieve annual production programs and for the production of existing gas fields:
bringing wells into production at major onshore projects, provided in Romgaz Development Strategy 2021-2030;
perform well workover works;
investments in gas transmission, compression and dehydration:
natural gas compression activities - measures and actions for 2023-2027 provide for investments in new compressor stations in the most important commercial delivery-take over points, to ensure security of supply, installation of field compressors and procurement of compression services (rental of cluster compressors);
natural gas dehydration activities - measures and actions for 2023-2027 provide for investments in new gas dehydration stations for continuous assurance of natural gas quality requirements (compliance) at commercial delivery-take over
surface production infrastructure;
development, implementation and monitoring of a strategy for exploitation and optimisation of natural gas production capacities for the period 2023-2027. The purpose of this strategy is to ensure the optimal and efficient framework for planning, execution and monitoring of all works necessary for the achieving the gas production which will ultimately lead to achieving the objective of maximizing natural gas reserves and maintaining an annual production decline below 2.5%;
continue mature gas reservoir rehabilitation projects.
consolidate the position on gas and energy supply markets/extend ROMGAZ activities nationally/take all opportunities for growth and diversification of activities, both nationally and regionally and to identify new opportunities by:
permanently adapting the gas and electricity trading policy taking into account the internal and external context, to maximise the added value;
permanently adapting the energy trading business model, including by implementing partnerships;
adapting the electricity trading policy so as to ensure a significant portfolio of final household and non-household clients, in line with applicable laws;
develop the trading activity;
complete the investment in the new 430 MW power plant (CTE Iernut) and commissioning to generate electricity;
economic efficiency of ROMGAZ activities;
generate sustainable energy - electricity and energy with low carbon dioxide emissions;
minimum 10% reduction of carbon, methane and other gas emissions. Romgaz Board of Directors approved in 2025 the company's Decarbonisation Strategy. This strategy was developed in the context of European and national policies aimed at reducing greenhouse gas emissions and, implicitly, their impact on climate change and collective efforts to achieve the targets set out in the Paris Agreement. The company's efforts will focus primarily on reducing carbon emissions from its core activities, namely natural gas exploration and production, as well as on green projects in the field of renewable energy production (solar and wind), green hydrogen and biomethane, and CO2capture and storage, as follows:
decarbonisation of exploration-production activities, by:
using electric driven drilling rigs;
reducing greenhouse gas emissions during well testing operations;
NOx emission management during exploration activities;
implementing a program to detect and reduce fugitive emissions within the management system, related to integrity pf production equipment;
reducing the execution time for development of production infrastructure to cut back energy consumption, and emissions respectively;
use of non-polluting closed discharge systems at well clusters;
reducing compressor station emissions;
reducing vehicle transportation of liquids resulted from production activities;
reducing technological gas quantities, flared in a controlled manner, by implementing methane capture and recovery solutions;
reducing emissions and improving the efficiency of surface facilities associated with hydrocarbon reservoirs by modernizing installations and equipment and finding solutions for methane capture;
modernise of the existing car fleet and making it more efficient - the target is to have 80% of the car fleet to run on low emission fuels by 2030;
Romgaz digitalisation:
technology and digital support and improvement of exploration/production activities;
improve the decision-making process and simplify the administrative process by digitalisation;
digital integration - unify and standardise hardware and software infrastructure;
underground gas storage (Depogaz);
training human resources for the transition to future trends in sustainable energy, by:
a more efficient organisation and functioning of the company, in order to develop human resources through professional training and career development of employees in order to achieve strategic, derived and specific objectives (i.e. management by objectives);
adapting to future trends of sustainable energy, to elaborate and implement a human resources strategy (for recruiting, training and keeping personnel);
continuing partnerships and as the case may be, developing new partnerships with universities and high schools through specific programs to attract students/recent graduates at Romgaz;
Romgaz Corporate Governance:
Internal Management Control System - the main scope is to increase acknowledgement so that its functionality reaches an appropriate level of understanding, implementation and monitoring. The implementation degree of Internal Management Control System standards is checked annually through self-assessment. For each standard, where appropriate, improvement measures and actions are included, with deadlines for implementation/accomplishment;
Integrated Management System - provides for 2023-2027 actions related to management of the system;
National Anticorruption Strategy 2021-2025 - continues specific actions to fulfil the provisions of the anticorruption strategy. In this respect, the Ethics and Integrity Code is permanently reviewed, there are also information, awareness-raising and counselling sessions for employees, annual perception surveys, briefings to promote the role of the ethics counsellor and to promote the system of values and principles contained in the Ethics and Integrity Code;
ongoing monitoring of progress in achieving objectives, indicators (including performance indicators);
relationship with the capital market and with investors;
compliance with corporate governance principles provided by applicable national regulations, namely Bucharest Stock Exchange Corporate Governance Code;
active participation in corporate social responsibility activities. The social responsibility policy will be Romgaz's voluntary and conscious choice to promote a transparent business climate and to integrate social responsibility concerns and business objectives into a coherent strategy to achieve economic success in an ethical manner, with respect for the community and the environment;
achieve investment programs (to fulfil objectives).
III. Review of Romgaz Group Business
Business Segments
Romgaz Group undertakes business in the following segments:
natural gas exploration and production (carried out at Romgaz and Romgaz Black Sea Limited);
UGS activity (carried out at Depogaz);
natural gas supply;
special well operations and services;
maintenance and transportation services;
electricity generation and supply;
natural gas distribution.
ExplorationSince October 1997, the exploration activity is carried out in 8 blocks located in Transylvania, Muntenia-Oltenia and Moldova, subject to the Concession Agreement approved by Government Decision No. 23/2000.
Currently, exploration activities are performed under Addendum No. 6 (approved by GD No. 1011/22.09.2021 to the Concession Agreement for petroleum exploration-development-production approved by GD No.23/2000, with a validity term of 6 years (10.10.2021 - 9.10.2027). The approved minimum work program includes 36 wells with a total length of 92,000 m and 1,000 km23D seismic for all eight blocks, with the total value of USD 195 million.
Main works performed in 2025 are:
drilling exploration wells:
completed drilling works for 7 wells, of which:
3 wells tested gas, two shut-in wells and one well is in experimental production;
1 well is undergoing production tests;
2 wells abandoned from drilling;
1 well ongoing drilling at the end of 2025.
2 wells with ongoing operations in 2024 until 2025, with the following outcome: one in experimental production and one undergoing production tests;
3 exploration wells under procurement;
62 wells in various preparatory works for procurement of drilling works.
3D seismic data acquisition and processing completed for exploration-development-production blocks RG.04 Moldova Nord and RG.06 Muntenia Est - Conduratu, covering over 335 km2.
Exploration works are designed and prioritised based on technical-economic principles, to increase the hydrocarbon resources and reserves portfolio and to maximise the potential of the eight exploration-development-production blocks licensed by Romgaz.
The table below shows the evolution of onshore reserves replacement ratio between 2015-2025:
%
Reserves replacement ratio is influenced by the improvement of the final recovery factor, by probable and possible reserves booking and by investments in the infrastructure necessary for streaming in experimental production of new exploration discoveries.
ProductionThe 2025 annual program for petroleum operations took into account the gas demand dynamics, reactivation, recompletion and workover operations, bringing into production new wells and exploration wells; the program focused also on maintenance programs of compressor stations and of dehydration stations.
2025 natural gas production was 4,954.5 million m3, representing a slight 0.17% decline related to 2024 production.
Whereas most operational commercial fields are mature, in an advanced stage of energy depletion, the high production of 2025 is mainly due to the following:
investments to extend production infrastructure and to connect new wells to this infrastructure; thus Romgaz completed in 2025 surface facilities for bringing into production 6 new wells resulted from drilling of exploration and exploitation wells;
continue and extend rehabilitation projects of the main mature gas fields: Filitelnic, Delenii, Laslău, Sădinca, Copșa Mică, Nadeș-Prod-Seleuș, Roman, Corunca Sud, Târgu Mureș, Grebeniș, Bazna, Cetatea de Baltă, Mărgineni, Corunca Nord, Iclănzel-Vaideiu, Sărmășel;
performing works, capitalizable repair works and well recompletion operations in 220 inactive or low production wells to restore production;
measures implemented to optimise gas field production.
Underground Gas StorageCurrently, there are six operational UGSs, all in depleted gas reservoirs in Romania. Romgaz owns and operates through Filiala Depogaz five UGSs with a total capacity of 4.065 bcm and a working gas volume of 2.870 bcm.
In 2025 the ratio between stored gas volumes and working volume of the UGSs was 97.81%. Depogaz storages serve for:
covering consumption peaks and demand fluctuations;
operational rectification of operational parameters of the transmission system (pressure, flow rates);
deliveries control in extreme situations (source shutdown, accidents etc.).
After a thorough restructuring, the Romanian natural gas sector is currently split into independent activities. The Romanian natural gas market includes a National Transmission System Operator - NTS (Transgaz), producers (Romgaz and OMV Petrom the most important producers), underground gas storage
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
40,00
20,00
0,00
40,75
42,00
59,84
55,85
55,94
60,00
63,00
74,32
69,50
80,00
82,00
97,34
100,00
102,00
operators (Depogaz holds 90.54% from the total storage capacity of the country), gas distribution and supply companies to end users and suppliers for the wholesale market.
Considering the international context generated by the increase of prices on energy markets in 2022, in order to ensure a rigorous discipline on the national market and high economic and social customer protection, GEO 27/2022 was adopted on measures applicable to end users on the gas and electricity market during April 1, 2022 - March 31, 2023, as well as to amend and supplement certain enforcement guidelines in the energy sector. Enforceability of GEO 27/2022 was subsequently extended until March 31, 2025. On April 1, 2025, the provisions of Government Emergency Ordinance No. 6/2025 came into effect, regarding the measures applicable to end customers in the electricity market during the period from April 1, 2025, to June 30, 2025, as well as the measures applicable to end customers in the natural gas market during the period from April 1, 2025, to March 31, 2026, and to amend and supplement certain enforcement guidelines in the energy sector.
Therefore, as of April 1, 2022 there was a significant regulation of households and heat producers, both as regards prices and contracted quantities.
Romgaz was appointed by ANRE Decision No. 1616/2022 supplier of last resort. The first month as supplier of last resort was February 2023, following that every 7 months Romgaz took over clients that were left without supplier. Although, until its appointment as supplier of last resort, Romgaz did not act on the retail market, this activity is a successful one, clients reviews were positive.
In terms of supply, Romgaz held, between 2018-2025, a national market share ranging between 39%-50%:
Unit
2018
2019
2020
2021
2022
2023
2024
2025
Total national consumption
bcm
12.3
11.5
12.0
12.3
10.4
9.7
10.1
10.2
Romgaz traded volumes (domestic + import)
bcm
5.6
5.1
4.7
5.2
5.1
4.8
4.8
5.0
Romgaz market share
%
45.5
44.1
39.1
42.4
49.4
50.0
48.0
49.6
The above quantities include gas from own internal production, including technological consumption, domestic gas purchased from third parties, 100% gas from Schlumberger joint venture (until 2018) and import gas. Deliveries include gas delivered to Iernut for electricity production.
Well Workover, Recompletion and Special OperationsSIRCOSS was set up in 2003 in accordance with GMS Resolution No. 5/June 13, 2003. SIRCOSS performs two main types of activities:
well workover, recompletion operations and production tests;
special well operations.
Operations performed in 2025 were higher both in terms of workover, recompletion operations and in terms of services supplied as special operations.
Workover, recompletion operations and production tests represent all services performed with T80, T50, TW30, IC5 drilling rigs and snubbing units.
The table below shows a comparison between planned and achieved recompletion operations and capitalizable repairs for 2025:
Mediaș Branch
Târgu Mureș Branch
Buzău Branch
TOTAL Romgaz
Planned
69
97
18
184
Achieved
86
97
13
196
Difference
17
0
-5
12
Operations aimed at restoring well production, performing production tests of new drilled wells and recompletion operations of production wells.
Special well operations are performed with own equipment, play a fundamental role in ensuring the safe, efficient, and economical repair and operation of wells (cementing-pumping units, slickline, wireline,
The evolution of special operations in 2025, planned vs achieved:
Mediaș
Branch
Târgu Mureș
Branch
Buzău Branch
Third parties
TOTAL
Planned
2,822
2,345
1,004
6,171
Achieved
3,426
2,811
1,092
70
7,399
Difference
604
466
88
70
1,228
There is an 20% increase in achieved works as compared to planned ones as a result of an increased demand on the main cost centres: coiled tubing, nitrogen unit, pumping aggregates, reservoir measurements.
Transportation and MaintenanceSTTM was established in October 2003, by taking over the means of transportation from Medias, Targu-Mures and Ploiesti branches.
The branch's scope of activity is transportation of goods and people, specific technological transportation,
car repairs and maintenance activities for the benefit of the Group and of third parties.
STTM car fleet includes various motor vehicles and machinery for the following transportation services:
passenger carriers: cars, minibuses, buses and large buses;
mixt transportation with utility vehicles < 3.5 t and utility vehicles ˃ 3.5 t;
technological transportation with trucks, platforms, dumpers, dump trucks, tankers, self-trailers and crane trucks;
Transport and machinery: tractors, bulldozers, front loaders, earth-moving machinery, excavators.
Maintenance of the car fleet is carried out in own car services. STTM holds at the four sections (Târgu Mureș, Mediaș, Ploiești and Roman), car services authorised by the Romanian Automobile Register, with specialised personnel for the maintenance of STTM vehicles and machinery.
As regards the maintenance activity, the various services are provided by specialized teams in the mechanical, electrical and automation fields.
These include among others, the following:
metallic plate works and pipeline repairs;
machining;
repair and winding of electric motors;
verification and charging of extinguishers;
maintenance, inspection and repairs of drying stations, water pumps, pressure regulators at gas regulating-metering stations, construction of water and gas installations;
general attendance (carpentry, central heating, etc.);
automation, electrical and electronic revisions and maintenance for gas compressors;
maintenance well access roads;
pavement of platforms and of access roads;
construction of well perimeter and restoration of land to the agricultural circuit;
platforms for well drilling.
In 2025, STTM car fleet covered 10,606,879 km, a 7.2% increase as compared to 2024; the branch purchased 62 different means of transportation (trucks, cranes, bulldozers, excavators, etc.).
Building access roads and platforms increased by 30%, ending the year with 396 projects. For the first time for STTM, two platforms for drilling wells were completed in 2025.
CTE Iernut is operated by Romgaz through Sucursala de Productie Energie Electrica (SPEE).
CTE Iernut has an installed power of 800 MW and comprises 6 power units: 4 units of 100 MW of Czechoslovakian manufacturing and 2 units of 200 MW of Soviet manufacturing. These units were commissioned between 1963 and 1967. Taking in consideration the start of investment works at the 430 MW CCGT Power Plant and the requirement to ensure appropriate conditions for the execution of works at the related cooling circuit, unit 6 of 200 MW was decommissioned in November 2019.
In January 2019, units 2 and 3 of 100 MW were decommissioned, followed by unit 1 (of 100 MW) in November 2019, and unit 4 in June 2020; all units were decommissioned on the grounds of non-compliance with the environmental conditions.
In 2025, SPEE Iernut operated only with power unit 5 of 200MW.
Natural Gas DistributionNatural gas distribution is regulated, carried out in two distributions at Targu-Mures Branch. Romgaz has concession agreements for public distribution services with administrative territorial units Ghercesti (Dolj County) and Stejari (Gorj County).
In 2025, gas distribution was 32,858 MWh by 1,130 MWh, namely by 3.6%, more than distribution of 2024.
Consolidated Board of Directors' Report 2025
Mergers and Reorganisations, Acquisitions and Divestments of Assets
Modification of company's organisational chartmodification within the Energy Trading Direction - two offices were renamed;
established LDAR responsible teams (Leak Detection and Repair) at Production Units and Compressor Stations;
Human Resources Direction was reorganised - the direction was renamed (Human Resources Management and Labour Legislation), new units were established, offices were renamed;
CO2Capture, Transmission and Storage - Use of CO2Emissions Office was established within Methane Emissions Management Office;
Drobeta Turnu Severin branch was dissolved;
Established Corunca Gas Compressor Station;
the position of OHS director was established within the Human Resources Management and Labor Legislation Department, which oversees all OHS services and offices in the branches;
established the Cybersecurity Office;
transform the Energy Marketing Direction into the Natural Gas Marketing Department and established the Economic Supply Office within the Accounting Direction;
established and registered in the State Register of Legal Persons of the Republic of Moldova of the
Limited Liability Company "Romgaz Trading SRL", headquartered in Chisinau;
Reorganise the Procurement Direction by renaming offices and establishing a new office.
Group's Business Performance
Overall Performance
The Group's revenues are generated mainly from gas production and deliveries (own gas production and delivery, gas produced by joint ventures, import gas deliveries and gas deliveries from other domestic producers), from underground gas storage services, from production and supply of electricity and from other specific services.
Financial Results*RON thousand*
Item no.
Description
2024
2025
Ratio % (2025/2024)
0
1
2
3
4=(3/2-1)x100
1
Total Income, of which:
*operating income
*financial income
8,546,800
8,346,656
200,144
8,714,356
8,409,203
305,153
1.96
0.75
52.47
2
Revenue
7,929,436
8,025,582
1.21
3
Expenses - total, of which:
*operating expenses
*financial expenses
4,953,639
4,846,080
107,559
4,873,948
4,667,963
205,985
-1.61
-3.68
91.51
4
Share of associates' result
8,016
8,407
4.88
5
Gross Profit
3,601,177
3,848,815
6.88
6
Income tax
(395,181)
(515,710)
30.50
7
Net Profit
3,205,996
3,333,105
3.96
Total income of 2025 elevated by 1.96% than in 2024.
Below are the compared economic-financial indicators for 2024 and 2025 and their detailed structure split by activity:
*RON thousand*
Indicators split by activities - 2025
Description
TOTAL, out of which:
Gas production and deliveries
Underground Gas Storage
Electricity
Other activities
Consolidation adjustments
1
2
3
4
5
6
7
Revenue
8,025,582
7,539,280
593,160
555,286
511,767
(1,173,911)
Cost of commodities sold
(111,370)
(23,516)
(2)
(86,628)
(1,224)
-
Financial income
231,909
6,915
13,826
231
275,612
(64,675)
Other gains or losses
(40,589)
(352,587)
3,791
(257)
282,761
25,703
Net gains (losses) from impairment of trade
receivables
(116,783)
220,056
(997)
(108)
(335,734)
-
Changes in inventory of finished goods and work in progress
(22,761)
(25,320)
-
101
2,458
-
Work performed by the Group and capitalized
316,882
312,758
-
4,124
-
-
Raw materials and consumables
(213,904)
(144,820)
(56,283)
(439,126)
(41,666)
467,991
Depreciation, amortization and impairment
(686,930)
(490,689)
(23,625)
(24,325)
(171,196)
22,905
Employee benefit expense
(1,129,577)
(613,043)
(86,784)
(66,801)
(362,949)
-
Taxes and duties
(1,364,607)
(1,322,525)
(24,032)
(14,912)
(3,138)
-
Finance cost
(116,176)
(24,027)
(3,060)
(183)
(159,037)
70,131
Exploration Expenses
(28,858)
(28,858)
-
-
-
-
Share of profit of associates
8,407
-
-
-
8,407
-
Greenhouse gas certificates expenses
(144,874)
-
-
(144,874)
-
-
Third party services and other costs
(845,782)
(1,050,016)
(215,407)
(111,681)
(175,536)
706,858
Other Income
88,246
23,361
645
60,283
4,614
(657)
Profit before tax
3,848,815
4,026,969
201,232
(268,870)
(164,861)
54,345
Income tax expense
(515,710)
(24,385)
(27,944)
-
(463,381)
-
Profit for the year
3,333,105
4,002,584
173,288
(268,870)
(628,242)
54,345
Indicators split by activities - 2024 *RON thousand*
Description
TOTAL, out of which:
Gas production
and deliveries
Underground Gas Storage
Electricity
Other activities
Consolidation adjustments
1
2
3
4
5
6
7
Revenue
7,929,436
7,418,587
573,604
539,646
485,407
(1,087,808)
Cost of commodities sold
(119,825)
(24,648)
(131)
(93,834)
(1,212)
-
Financial income
190,009
3,908
11,262
152
288,140
(113,453)
Other gains or losses
(31,383)
(31,226)
668
(87)
(738)
-
Net gains (losses) from impairment of trade receivables
38,479
52,974
-
(1,436)
(13,059)
-
Changes in inventory
of finished goods and work in progress
47,832
45,493
-
23
2,316
-
Work performed by the
Group and capitalized
307,228
302,155
-
5,073
-
-
Raw materials and consumables
(199,861)
(136,575)
(47,394)
(363,155)
(38,928)
386,191
Depreciation,
amortization and impairment
(603,157)
(449,713)
(96,584)
(7,785)
(72,073)
22,998
Employee benefit expense
(1,201,977)
(602,003)
(95,171)
(63,438)
(441,365)
-
Taxes and duties
(1,826,729)
(1,778,512)
(20,113)
(24,892)
(3,212)
-
Finance cost
(92,692)
(23,588)
(2,330)
(38)
(68,169)
1,433
Exploration Expenses
(78,709)
(78,709)
-
-
-
-
Share of profit of associates
8,016
-
-
-
8,016
-
Greenhouse gas certificates expenses
(180,752)
-
-
(180,733)
(19)
-
Third party services and other costs
(646,474)
(958,803)
(176,781)
(104,187)
(109,017)
702,314
Other Income
61,736
56,325
102
354
5,404
(449)
Profit before tax
3,601,177
3,795,665
147,132
(294,337)
41,491
(88,774)
Income tax expense
(395,181)
44,631
(27,985)
-
(411,827)
-
Profit for the year
3,205,996
3,840,296
119,147
(294,337)
(370,336)
(88,774)
RevenueThe table below shows the compared revenue and the revenue share on activity segments:
Financial IncomeDescription
2024
2025
RON mln
% Revenue
RON mln
% Revenue
Gas production and delivery
7,418.6
93.56
7,539.3
93.94
UGS activity
573.6
7.23
593.2
7.39
Electricity generation and delivery
539.6
6.81
555.3
6.92
Other activities
485.4
6.12
511.8
6.38
Settlement between branches
(1,087.8)
-13.72
(1,173.9)
-14.63
TOTAL Revenue
7,929.4
100.00
8,025.6
100.00
The financial income increased by 52.47% as compared to the previous year. Financial income consists mainly of interests from cash in bank deposits.
Finance CostssFinancial expenses incurred in 2025 are higher by 91.51% as compared to 2024 mainly as a result of contracted loans and the issue of bonds.
Chapter 7 shows a detailed split of different expenses categories and a comparative assessment thereof.
Economic-Financial ResultsCompared economic-financial results are shown in the table below (RON thousand):
Description
2024
2025
Δ (2025/2024)
%
1
2
3
4=(3-2)/2x100
Operating results
3,500,576
3,741,240
6.87
Financial results
92,585
99,168
7.11
Share of associates' results
8,016
8,407
4.88
Gross result
3,601,177
3,848,815
6.88
Income tax
(395,181)
(515,710)
30.50
Net result
3,205,996
3,333,105
3.96
Gross result for January - December 2025 in amount of 3,848,815 thousand is by 6.88% higher than the gross result of 2024.
Financial Performance is also emphasized by the evolution of indicators presented in the table below:
Indicators
Formula
MU
2024
2025
1
2
3
4
5
Working capital (WC)
Cp-Ai = Cpr+Dtl+Pr+Si-Ai
RON mln
4,117
5,847
Working capital requirements (WCR)
(Ac-D+Chav) -(Dcrt-Crts+Vav)
RON mln
2,612
5,090
Net cash
WC-WCR = D-Crts
RON mln
1,504
784
Economic Rate of Return (ERR)
Pb/Cpx100
%
19.89
16.60
Return on Equity (ROE)
Pn/Cprx100
%
22.60
19.70
Return on Sales
Pb/CAx100
%
45.42
47.96
Return on Assets
Pn/Ax100
%
16.10
13.35
EBIT
Pb+Chd-Vd
RON mln
3,479
3,714
EBITDA
EBIT+Am
RON mln
4,083
4,401
ROCE
EBIT/Cangx100
%
19.22
16.02
Current liquidity
Acrt/Dcrt
-
3.27
4.32
Asset Solvency
Cpr/Px100
%
71.23
67.78
where:
Cp
long-term capital;
Pb
gross profit;
Ai
non-current assets;
Pn
net profit;
Cpr
equity;
CA
revenue;
Dtl
non-current liabilities;
A
total assets;
Pr
provisions;
Chd
interest expense;
Si
investment subsidies;
Vd
interest income;
Ac
short term assets;
Am
amortization and impairment;
D
liquidity position;
Cang
capital employed (total assets - current liabilities);
Chav
prepayments;
Acrt
current assets;
Crts
short-term credit;
Dcrt
current liabilities;
Vav
deferred income;
P
total liabilities.
Sales
Sales Evolution and Perspective
The table below shows the evolution of delivered gas quantities, by splitting gas quantities delivered to third parties and quantities used for electricity production in own plants:
TWh
Description
2024
2025
Ratio 2025/2024 (%)
1
2
3
4=(3-2)/2x100
I. SALES
GEO 6/2025, GEO 27/2022, of which:
26.681
40.815
52.97
20.509
32.682
59.36
4.592
6.645
44.68
1.580
1.488
-5.80
household suppliers
suppliers of heat producers + heat producers
network operators
Romgaz supplier of last resort - total, of which:
0.400
0.083
-79.25
0.276
0.066
-75.93
0.124
0.017
-86.65
Gas Release Program
2.111
0.000
-100.00
Romanian Commodities Exchange
12.759
5.659
-55.65
Bilateral negotiated contracts
6.070
4.073
-32.90
TOTAL Sales
47.896
50.613
5.67
II. CTE Iernut deliveries
2.806
2.403
-14.38
III. Self-supply
0.014
0.015
7.49
TOTAL DELIVERIES
50.716
53.030
4.56
competitive market
GEO 6/2025, GEO 27/2022
Romgaz traded gas quantities both on the regulated market and on the free market, both by bilateral negotiation as well as on the centralized market governed by the Romanian Commodities Exchange (BRM).
The quantity of 50.613 TWh was delivered to the market, to third parties, as follows:
✍ gas delivered under contracts concluded on the centralized market (BRM): 5.659 TWh (11.18% of deliveries);
✍ gas delivered under GEO 6/2025, GEO 27/2022, excluding supplier of last resort: 40.815 TWh (80.8% of deliveries);
✍ gas delivered under bilateral negotiated contracts: 4.073 TWh (8.05% of deliveries);
✍ gas delivered as supplier of last resort: 0.083 TWh (0.16% of deliveries).
As compared to 2024 Romgaz net natural gas production recorded a decrease of 0.17% and the volumes delivered escalated by 4.4%.
Gas delivered to third parties rose by 5.5%. It is worth mentioning that in 2025 no import gas quantities were traded. Gas quantities used at CTE Iernut decreased by 14.4% compared to 2024.
As regards gas trading on Romanian centralized markets, Romgaz share was about 16.84% of the total gas traded on these markets (GasForward, GasForward with Central Counterparty, SPOT and balancing market) with delivery in 2025. With respect to quantities, Romgaz traded 5.659 TWh on centralized markets, with delivery in 2025, out of 33.595 TWh that represented all transactions on these markets with the same delivery period.
Out of the total gas traded on centralized markets, 2.951 TWh are quantities sold on SPOT market - on the day ahead market and intraday market.
2026 gas sales perspectives are characterized by adapting products and prices to the conditions of the competitive market, taking into account that as of April 1, 2025 the provisions of GEO 27/2022 were extended until March 31, 2026 by GEO 6/2025, namely trading at a regulated price of a significant gas quantity from Romgaz internal production.
Competition and Market Share of Romgaz Products and Services
The evolution of gas market was significantly influenced by enforcement of GEO 27/2022, GEO 6/2025 and subsequent acts to protect household consumers and heat producers by distributing gas from internal production at a capped price for these customer categories.
The protection measures implemented by the above-mentioned ordinances led to recovery of the national consumption which recorded in 2025 a slight increase of 1.1% as compared to the previous year, close to the consumption of 2022.
In this context, out of the total gas sales for 2025, Romgaz sold 80.64% at regulated price to household suppliers, suppliers of heat producers and to heat producers as well as to network operators.
According to company's estimates, the national gas consumption increased by 1.1% as compared to 2024. As regards Romgaz deliveries to the national consumption, these recorded a 1.7% increase as compared to 2024.
2025 national electricity production, according to National Statistics Institute, reached 51,388.4 MWh.
Yearly evolution of the electricity production and of the market share:
Description
2023 (MWh)
2024 (MWh)
2025 (MWh)
2024/2023 (%)
2025/2024 (%)
National production
57,101,600
52,447,900
51,388,500
91.85
98.00
Romgaz production
962,598
880,342
750,124
91.43
85.20
Romgaz market share (%)
1.68
1.67
1.46
99.40
87.42
National electricity production sources in 20256:
⮱
33.81%
classic power plants;
⮱
24.14%
hydroelectric power plants;
⮱
21.43%
nuclear plants;
⮱
11.76%
wind power plant;
⮱
8.86%
photovoltaic power plants (including prosumers).
Prices and Tariffs
Law No. 123/20127 sets the regulatory framework for natural gas production, transmission, distribution, supply and storage, for organization and operation of the gas sector, for market access as well as criteria and procedures for granting authorizations and/or licenses in the natural gas sector.
Romgaz Group activates both on the regulated market as supplier of last resort and carrying out distribution activities and on the free market, carrying out gas and electricity production and supply activities and underground storage activities.
Natural Gas TradingRomgaz gas trading policy is based on principles governed by transparency, competition, equal and non-discriminatory treatment, efficiency and effectiveness.
In line with the trading policy and considering the specific regulations, natural gas marketing is carried out by using two sales channels: trading on centralized market governed by the Romanian Commodities Exchange and bilateral negotiations.
In 2025 natural gas trading was influenced to a certain extent, both from quantity and pricing perspective, by two specific regulations, namely GEO 27/2022 and GEO 6/2025.
Natural Gas Supply at Regulated Price
According to these regulations, the Transmission System Operator-TSO (SNTGN Transgaz SA), based on the information sent by natural gas producers on one hand, and suppliers of households, suppliers of heat producers, directly by heat producers and by transmission and distribution network operators, established and sent to each producer, the natural gas quantities representing the contracting obligation for April 1, 2022 - March 31, 2023, April 1, 2023 - March 31, 2024, April 1, 2024 - March 31, 2025, April 1,2025 - March
31, 2026 at regulated prices, namely at 150 RON/MWh until March 31, 2024 and 120 RON/MWh as of April
1, 2024.
Natural gas quantities established by the TSO as a delivery obligation for Romgaz are as follows (MWh): for the period April 1, 2022 - March 31, 2023: 28,839,939 MWh;
for the period April 1, 2023 - March 31, 2024: 41,256,848 MWh;
for the period April 1, 2024 - March 31, 2025: 25,151,880 MWh;
for the period April 1, 2025 - March 31, 2026: 40,541,044 MWh.
Quantities delivered pursuant to GEO 27/2022 and GEO 6/2025, excluding supplier of last resort, are as follows:
In 2023: 40,973,459.99 MWh, of which:
household suppliers: 32,644,345.74 MWh;
suppliers of heat producers and heat producers: 7,223,962.40 MWh;
network operators: 1,105,151.85 MWh. In 2024: 26.681,266.58 MWh, of which:
6Approximate levels - Source: National Statistics Institute - Press Release No.39/16.02.2026 Primary energy resources for January 1
December 31, 2025
7Electricity and Gas Law No. 123, July 10, 2012, as subsequently amended and supplemented.
household suppliers: 20,508,684.13 MWh;
suppliers of heat producers and heat producers: 4,592,426.16 MWh;
network operators: 1,508,156.29 MWh; In 2025: 40,814,875.60 MWh, of which:
household suppliers: 32,681,870.45 MWh;
suppliers of heat producers and heat producers: 6,644,513.66 MWh;
network operators: 1,488,491.49 MWh.
Natural Gas Supply at Capped Price
According to the provisions of the above-mentioned ordinances "for the consumption achieved between April 1, 2022 - March 31, 2026, the final price invoiced by natural gas suppliers is:
maximum 0.31 RON/kWh, including VAT, for households;
maximum 0.37 RON/kWh, including VAT, for non-household consumers whose annual gas consumption in the previous year at the consumption place is maximum 50,000 MWh, as well as for heat producers".
The natural gas quantity invoiced at capped price in 2025 is 735.29 MWh, and the quantity for 2024 is 26,307.37 MWh.
The natural gas quantity sold in 2025 was 50,612.9 GWh, 2,716.5 GWh higher than the quantity sold in 2024 (47,896.5 GWh) and by 3,699.0 GWh, namely 7.9%, higher than the quantity scheduled to be sold.
From the quantity sold in 2025, 40,814.8 GWh, representing 80.64%, is gas delivered pursuant to GEO 27/2022 and GEO 6/2025 (excluding supplier of last resort).
The average gas supply prices between 2023 - December 2025 are shown in the following table:
Natural Gas DistributionDescription
MU
2023
2024
2025
1
2
4
5
6
Average supply price for gas from internal production8
RON/1000 m3
1,729.10
1,443.50
1,371.55
RON/MWh
163.85
137.19
130.25
Regulated distribution tariffs valid for the reviewed period are approved by ANRE Orders, as follows:
Order No. 45/2023 on the approval of regulated tariffs applicable to distribution services for Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. Medias (as of April 1, 2023);
Order No. 40/2024 on the approval of regulated tariffs applicable to distribution services for Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. Medias (as of July 1, 2024);
Order No. 53/2025 on the approval of regulated tariffs applicable to distribution services for Societatea Nationala de Gaze Naturale "ROMGAZ" - S.A. Medias (as of July 1, 2025);
Tariffs are shown in the table below:
Description
01.04.2023-
31.03.2024
01.04.2024-
30.06.2025
01.07.2025-
30.06.2026
Distribution tariffs (RON/MWh):
74.05
65.13
58.29
89.68
78.88
70.59
87.32
74.55
62.34
C1 consumption up to 280 MWh
C2 annual consumption between 280 and 2,800 MWh
C3 annual consumption between 2,800 and 28,000 MWh
Underground natural gas storage is a public service and a deregulated activity; it may be carried out only by operators licensed by ANRE for this purpose. The tariffs for underground storage operations are approved by the Board of Directors of Depogaz.
8Including commodity gas, less costs of specific services.
The table below shows the storage tariffs:
Tariff component
M.U.
Tariff (01.01.2024-
31.03.2025)
Tariff (01.04.2025-
31.03.2026)
Volumetric component for gas injection
RON/MWh
6.86
6.47
Fixed component for storage capacity booking
RON/MWh/storage cycle
10.34
10.85
Volumetric component for gas withdrawal
RON/MWh
5.43
5.34
Human Resources
On December 31, 2025, Romgaz Group had 5,809 employees and SNGN Romgaz SA 5,292 employees.
The table below shows the evolution of employees' number between January 1, 2023 - December 31, 2025:
Specifications | 2023 | 2024 | 2025 | |||
Group | SNGN Romgaz SA | Group | SNGN Romgaz SA | Group | SNGN Romgaz SA | |
Employees at the beginning of the year | 5,970 | 5,453 | 5,980 | 5,462 | 5,978 | 5,450 |
Newly hired employees | 276 | 238 | 262 | 240 | 100 | 94 |
Number of reintegrated persons | 1 | 1 | ||||
Employees who terminated their labour relationship with the company | 266 | 229 | 264 | 252 | 270 | 253 |
Employees at the end of the year | 5,980 | 5,462 | 5,978 | 5,450 | 5,809 | 5,292 |
The structure of SNGN Romgaz SA employees at the end of 2025, was the following:
by level of education
University 28.57%
Secondary education 32.07%
Foreman education 1.80%
Vocational school 29.57%
Various general studies 7.99%
by age
under 30 years 5.31%
30-40 years 13.55%
40-50 years 26.53%
50-60 years 47.66%
over 60 years 6.95%
by activities
gas production 71.98%
production tests/well special operations 11.38%
health 1.61%
transportation 8.79%
electricity production 6.25%
Distribution of Romgaz employees by headquarters and by branches is shown in the figure below:
STTM
8.79%
Iernut Branch 6.25%
Buzau Branch 2.99%
Headquarters 14.66%
SIRCOSS 11.38%
Targu Mures Branch
25.11%
Medias Branch 30.82%
Distribution of Romgaz employees by headquarters and by branches is shown in table below:
Entity | Workers | Foremen | Administrative employees | Total |
Headquarters | 55 | - | 721 | 776 |
Mediaș Branch | 1,287 | 79 | 265 | 1,631 |
Târgu-Mureș Branch | 1,078 | 48 | 203 | 1,329 |
SIRCOSS | 449 | 45 | 108 | 602 |
STTM | 354 | 20 | 91 | 465 |
Iernut Branch | 202 | 28 | 101 | 331 |
Buzău Branch | 114 | 3 | 41 | 158 |
TOTAL | 3,539 | 223 | 1,530 | 5,292 |
In 2025, professional training was carried out to develop and build employee expertise, and to comply with corporate, professional, and legal requirements.
Employee training was carried out through training sessions and authorization/reauthorization programs organized by external providers, in-house courses, and in-house training.
In 2025 the average training hours per employee, calculated as a ratio between the total number of training hours and the average number of employees, was 31 training hours/employee, of which 16 hours for training hours and 15 hours of in-house courses.
Training related expenses amounted to RON 2,252 thousand. The coaching program continued in 2025, having 15 participants.
The program "ROMGAZ SCHOLARSHIPS" continued in 2025 to identify young professionals, future employees of the company. The role of the program is to bring together professionals and students, to encourage practical competences and to create a pool of candidates for covering the requirements in the industry.
In this regard, in 2025, the fourth edition was completed (for 2024-2025 academic year) and the fifth edition of the program started for academic year 2025-2026.
In line with the collaboration framework agreements concluded with (1) Lucian Blaga University Sibiu -Faculty of Engineering, (2) Ploiești Oil and Gas University - Faculty of Petroleum Engineering, (3) Bucharest University - Faculty of Geology and Geophysics, (4) Alexandru Ioan Cuza University in Iași -Faculty of Geography and Geology, (5) "George Emil Palade" Medicine, Pharmacy, Science and Technology