Societatea Nationala De Gaze Naturale Romgaz S.a. BVB:SNG
SNGN Romgaz : Report of the Independent Auditor of the separate financial statements
Source: MarketScreener
Independent Auditor's Report
To the Shareholders of Societatea Națională de Gaze Naturale "Romgaz" SA
Report on the audit of the separate financial statements Our opinionIn our opinion, the separate financial statements give a true and fair view of the financial position of Societatea Națională de Gaze Naturale "Romgaz" SA (the "Company") as at 31 December 2025, and the Company's financial performance and cash flows for the year then ended in accordance with Order of the Minister of Public Finance no. 2844/2016 to approve accounting regulations in accordance with International Financial Reporting Standards and subsequent amendments (the "OMFP 2844/2016").
Our opinion is consistent with our additional report to the Audit Committee dated 25 March 2026.
What we have auditedThe Company's separate financial statements comprise:
the statement of comprehensive income for the year ended 31 December 2025;
the statement of financial position as at that date;
the statement of changes in equity for the year then ended;
the statement of cash flow for the year then ended; and
the notes to the separate financial statements, comprising material accounting policies and other explanatory information.
The separate financial statements as at 31 December 2025 are identified as follows:
Total equity: RON 16,486,249 thousand;
Net profit for the year: RON 3,138,316 thousand.
The Company's registered office is in Romania, Sibiu County, Medias, Piata C.I. Motas, number 4 and its unique fiscal registration code is RO14056826.
https://www.pwc.ro
PricewaterhouseCoopers Audit S.R.L.
Ana Tower, 24/3 floor, 1A Poligrafiei Blvd, District 1 013704 Bucharest, Romania
+40 21 225 3000
EUID ROONRC.J1993017223405, fiscal registration code RO4282940, share capital RON 7,630
Basis for opinionWe conducted our audit in accordance with International Standards on Auditing (ISAs), Regulation EU No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC (the "Regulation 537/2014") and Law 162/2017 regarding statutory audit of annual financial statements and annual consolidated financial statements and regarding changes to other regulations and subsequent amendments (the "Law 162/2017"). Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the separate financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
IndependenceWe are independent of the Company in accordance with the ethical requirements of Regulation 537/2014 that are relevant to audits of financial statements of public interest entities, the ethical requirements of Law 162/2017 that are relevant to audits of financial statements in Romania and the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) as applicable to audits of the financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with the ethical requirements of the Regulation 537/2014, the ethical requirements of the Law 162/2017 and the IESBA Code.
To the best of our knowledge and belief, we declare that non-audit services that we have provided to the Company and its controlled entities within the European Union are in accordance with the applicable law and regulations in Romania and that we have not provided non-audit services that are prohibited under Article 5(1) of the Regulation 537/2014.
The non-audit services that we have provided to the Company and its controlled entities in the period from 1 January 2025 to the date of issuing this report, are disclosed in Note 32 "Auditor's fee" to the financial statements.
Our audit approach OverviewMateriality: Overall Company materiality: RON 202,700 thousand, which represents approximately 5% of the arithmetic average of the profit before tax in the past 3 years
Key audit matters Estimation of gas reserves.
Estimation of decommissioning provisions.
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As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the separate financial statements. In particular, we considered where management made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the industry in which the Company operates.
MaterialityThe scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the separate financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the separate financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Company materiality for the separate financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the separate financial statements as a whole.
Overall Company materiality RON 202,700 thousand
Approximately 5% of the arithmetic average profit before tax in the past 3
How we determined it
Rationale for the materiality benchmark applied
years.
We chose profit before tax as the benchmark because, in our view, it is the benchmark against which the performance of the Company is most commonly measured by its stakeholders, and it is a generally accepted benchmark.
Considering recent fluctuations in profit before tax, driven by volatile gas and electricity prices, legislative changes, and demand shifts influenced by global economic and political conditions, factors largely outside management's control, we chose to base our benchmark on the arithmetic average of the profit before tax over the past three years.
We chose 5 %, which is consistent with quantitative materiality thresholds used for profit-oriented companies in this sector.
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Key audit mattersKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate financial statements of the current period. These matters were addressed in the context of our audit of the separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How our audit addressed the key audit matter
Estimation of the gas reserves
The estimation of the gas reserves has a direct impact in the calculation of the depreciation of the directly productive tangible assets (i.e. wells) and an indirect impact in the impairment assessment and in the estimation of the decommissioning provision (see note 2, note 7 and note 18).
First, the calculation of the depreciation for the directly productive tangible assets (i.e. wells) uses the unit of production method which is based on the estimation of the developed proved gas reserves ("gas reserves"). According to this method, the carrying value of each directly productive tangible asset (i.e. wells) is depreciated according to the ratio of the natural gas quantity extracted during the period divided by the estimated gas reserves at the beginning of the period.
Second, the estimated gas reserves are a key input in management's impairment assessment of assets within the Upstream segment.
Third, the estimated gas reserves are a key input in the determination of the economic life of gas fields and hence of the timing of decommissioning (see key audit matter Estimation of decommissioning provisions).
The gas reserves estimate at gas field level are determined and/or updated annually by internal experts and specialists, certified by the National Regulatory Authority for Mining, Petroleum and Geological Storage of Carbon Dioxide ("ANRMPSG"), according to internal policies and ANRMPSG's regulations.
Annually, the estimation of gas reserves performed by Company's experts and specialists are verified by the ANRMPSG.
We engaged in discussions with Company's experts and specialists and obtained a detailed understanding of the Company's internal processes and controls associated with the gas reserves estimation.
We inspected the certifications issued by ANRMPSG for the Company's internal experts and specialists who are responsible for gas reserves estimation.
We identified certain key controls around the gas reserves estimation and certification by the ANRMPSG and we tested their operational effectiveness.
We tested on a sample basis whether the gas reserves estimates used by management in the current period calculations were those verified by the ANRMPSG.
We tested whether significant changes in the gas reserves estimates used in the current year calculations were approved in compliance with the standards of ANRMPSG.
We inspected the comparison prepared by Company's management between the gas reserves estimates developed by Company's internal experts and specialists and the most recent independent estimation developed by a reputable international company.
We further assessed the adequacy of the Company's disclosures in the separate financial statements related to the estimates of gas reserves and their impact on the depreciation calculation and impairment assessment.
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Key audit matter How our audit addressed the key audit matter
Management of the Company ensures that the gas reserves verified by ANRMPSG at the beginning of the year are used in the relevant calculations for the annual depreciation.
Periodically, the Company engages also a reputable international company which performs an independent estimation on Company's gas reserves. However, the Company uses in the relevant calculations and assessments the gas reserves as estimated by their internal experts and specialists and as certified by ANRMPSG.
Consequently, the estimation of the gas reserves requires the Company's management and internal experts and specialists to make significant judgements and assumptions and therefore it was considered to be a key audit matter.
Estimation of decommissioning provisions
The Company's gas production activities regularly lead to obligations related to dismantling and removal of equipment and installations, asset retirement and soil remediation activities (see note 2 and note 18).
The decommissioning provision is significant to our audit because of its magnitude (carrying value of RON 491,480 thousand at 31 December 2025).
At the same time the estimation of the decommissioning provision requires the Company's management and their experts to make significant judgements and assumptions related to the decommissioning date of the gas, estimated future expenditure, forecasted inflation rates and discount rates to determine the present value of the obligations (see note 2).
Therefore, this area was considered to be a key audit matter given its magnitude and the inherent subjectivity in estimating future costs, their timing, inflation rates and discount rates.
We obtained a detailed understanding of the internal processes and controls and analysed the methodology applied by the Company's management to determine the decommissioning provision compliance with the requirements of IAS 37.
For a sample of items, we have verified that the decommissioning date used in the calculation of the decommissioning provision is in accordance with the end of the gas field's economic life as certified by ANRMPSG.
We compared the current estimates of decommissioning costs with the actual costs incurred in the current and previous periods.
We compared the actual decommissioning costs incurred in the current period with prior period estimations.
We involved our valuation specialists to assist us in performing industry benchmarking and analysis over discount rates and inflation rates.
We tested the mathematical accuracy of management's decommissioning provision calculations.
We assessed the competence, capabilities and objectivity of management specialists used for the calculation of the discount rates.
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Key audit matter How our audit addressed the key audit matter
We further assessed the adequacy of the Company's disclosures in the separate financial statements related to the decommissioning provisions.
Reporting on other information including the Consolidated Board of Directors' ReportThe Board of Directors is responsible for the other information. The other information comprises the Annual Report (which comprises the Consolidated Board of Directors' Report, including the Corporate Governance Statement and the Annex No.1 - Consolidated Sustainability Statement), the Consolidated Report on Payments to Governments and the Board and Directors Remuneration Report, but does not include the separate financial statements and our auditor's report thereon.
Our opinion on the separate financial statements does not cover the other information, including the Annual Report, the Consolidated Report on Payments to Governments and the Board and Directors Remuneration Report.
In connection with our audit of the separate financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the separate financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
With respect to the Consolidated Board of Directors' Report, we considered whether the Consolidated Board of Directors' Report is consistent with the separate financial statements and whether the Consolidated Board of Directors' Report includes the disclosures required by OMFP 2844/2016, points 15-20.
Based on the work undertaken in the course of our audit, in our opinion:
the information given in the Consolidated Board of Directors' Report for the financial year for which the separate financial statements are prepared is consistent with the separate financial statements; and
the Consolidated Board of Directors' Report, excluding the Consolidated Sustainability Statement, has been prepared in accordance with OMFP 2844/2016, points 15-20.
In addition, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the Annual Report, the Consolidated Report on Payments to Governments and the Board and Directors Remuneration Report. We have nothing to report in this regard.
In accordance with Law no. 24/2017 regarding issuers of financial instruments and market operations, republished, and subsequent amendments ("Law 24/2017") our responsibility is to assess whether the Board
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and Directors Remuneration report contains the information required by Law 24/2017, article 107, alignments (1) and (2).
With respect to the Board and Directors Remuneration Report, we read the Board and Directors Remuneration Report in order to assess whether it contains the information required by Law 24/2017, article 107 alignments (1) and (2). We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the separate financial statementsManagement is responsible for the preparation of the separate financial statements that give a true and fair view in accordance with OMFP 2844/2016, and for such internal control as management determines is necessary to enable the preparation of separate financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's responsibilities for the audit of the separate financial statementsOur objectives are to obtain reasonable assurance about whether the separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
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effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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Report on other legal and regulatory requirements Reporting on report regarding information related to income taxIn accordance with OMFP 2844/2016, point 60^12, in connection with the audit of the separate financial statements for the financial year ended as at 31 December 2025, our responsibility is to state if, for the previous financial year ended as at 31 December 2024, the Company had the obligation, in accordance with points 60^2 - 60^6 of OMFP 2844/2016, to publish a report regarding information related to income tax for the financial year ended 31 December 2024 and if this is the case, whether such report was published in accordance with point 60^10 of OMFP 2844/2016.
The Company had the obligation and published the report regarding information related to income tax.
We have not performed any specific procedures on the report regarding information related to income tax and we do not provide any assurance with regard to it.
Report on the compliance of the presentation of separate financial statements with the requirements of the European Single Electronic Format ("ESEF")We have been engaged as part of our audit engagement letter by the management of the Company to conduct a reasonable assurance engagement for the verification of compliance with the applicable requirements of the presentation of the separate financial statements of Societatea Națională de Gaze Naturale "Romgaz" SA for the year ended 31 December 2025 in the digital files "2dc60d83dbce300902f26af766c8821e555582a0cf9616a11d4d0b6be823b77a" (the "Presentation of the Separate Financial Statements").
Description of a subject matter and applicable criteriaThe Presentation of the Separate Financial Statements has been applied by the management of the Company to comply with the requirements of art. 3 and 4 of the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format and subsequent amendments (the "ESEF Regulation"). The applicable requirements regarding the Presentation of the Separate Financial Statements are contained in the ESEF Regulation.
The requirements described in the preceding sentence determine the basis for application of the Presentation of the Separate Financial Statements and, in our view, constitute appropriate criteria to form a reasonable assurance conclusion.
Responsibility of the management and those charged with governanceThe management of the Company is responsible for the Presentation of the Separate Financial
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Statements that complies with the requirements of the ESEF Regulation.
This responsibility includes designing, implementing and maintaining internal controls relevant for the preparation of the Presentation of the Separate Financial Statements which is free from material noncompliance with the requirements of the ESEF Regulation.
Those charged with governance are responsible for overseeing the financial reporting process, which should also be understood as the preparation of separate financial statements in accordance with the format resulting from the ESEF Regulation.
Our responsibilityOur responsibility was to express a reasonable assurance conclusion whether the Presentation of the Separate Financial Statements complies, in all material respects, with the ESEF Regulation.
We conducted our engagement in accordance with the International Standard on Assurance Engagements 3000 (R) - 'Assurance Engagements other than Audits and Reviews of Historical Financial Information' (ISAE 3000(R)). This standard requires that we comply with ethical requirements, plan and perform procedures to obtain reasonable assurance whether the Presentation of the Separate Financial Statements complies, in all material aspects, with the applicable requirements.
Reasonable assurance is a high level of assurance, but it does not guarantee that the service performed in accordance with ISAE 3000 (R) will always detect the existing material misstatement (significant noncompliance with the requirements).
Quality management requirements and professional ethicsOur firm applies International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
We comply with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.
Summary of the work performedOur planned and performed procedures were aimed at obtaining reasonable assurance that the Presentation of the Separate Financial Statements complies, in all material aspects, with the applicable
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requirements and such compliance is free from material errors or omissions. Our procedures included in particular:
obtaining an understanding of the internal control system and processes relevant to the application of the single electronic reporting format of the Separate Financial Statements, including the preparation of the XHTML format;
verification whether the XHTML format was applied properly; and
evaluating the consistency between the digital information from the Presentation of Separate Financial Statements, visible for the human reader, with the signed and audited separate financial statements.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
ConclusionIn our opinion, based on the procedures performed, the Presentation of the Separate Financial Statements complies, in all material respects, with the ESEF Regulation.
AppointmentWe were first appointed as auditors of Societatea Națională de Gaze Naturale "Romgaz" SA by the Ordinary General Shareholders Meeting on 25 April 2024. Our appointment represents a total period of uninterrupted engagement appointment of 2 years, covering the financial years ended 31 December 2024 up to 31 December 2025. Our appointment for the year ended 31 December 2025 was approved by the Ordinary General Shareholders Meeting on 25 April 2024.
The financial auditor responsible for carrying out the audit resulting in this independent auditor's report is Florin Deaconescu.
On behalf of PricewaterhouseCoopers Audit SRL Audit firm
registered with the Public Electronic Register of financial auditors and audit firms under no. FA6
Refer to the original signed Romanian version
Florin Deaconescu Financial Auditor
registered with the Public Electronic Register of financial auditors and audit firms under no. AF1524 Bucharest, 25 March 2026
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This version of our report is a translaon from the original, which was prepared in Romanian language. All possible care has been taken to ensure that the translaon is an accurate representaon of the original. However, in all maers of interpretaon of informaon, views or opinions, the original language version of our report takes precedence over this translaon.