SNGN Romgaz : Request on ratification and approval of the Gas Sales Contract no. PET7 of 2026 concluded with Societatea Electrocentrale Bucuresti SA

According to the provisions of GEO No.12/20261, each producer is required to conclude gas sale contracts with suppliers of households and heat producers/direct clients of heat producers, for gas quantities determined and communicated by SNTGN Transgaz S.A., as transmission system operator (TSO).

On March 17, 2026, TSO sent SNGN Romgaz S.A. (Romgaz), by e-mail "the table with natural gas quantities set by SNTGN Transgaz for April 1, 2026 - October 31, 2026 and November 1, 2026 - March 31, 2027, according to item 5 of Annex to GEO No.12/2026" with information regarding Romgaz sales obligation at regulated price.

Total natural gas quantity, set by TSO as sales obligation at regulated price to S Electrocentrale Bucuresti, for April 1, 2026 - October 31, 2026, is 950,000 MWh.

As such, Gas Sale Contract no. PET7/2026 was concluded, with the following main characteristics:

• Natural gas quantity: 950,000 MWh. For gas quantities not taken by Buyer, Buyer shall pay the Seller a compensation amount equal to the value of gas not taken, calculated as follows: Qnot takenx Pcontractual;

• Delivery period: April 1, 2026, 07:00 am - November 1, 2026, 07.00 am;

• Delivery point in VTP (Virtual Trading Point) in the NTS (National Gas Transmission System);

• Price: 110 RON/MWh, to which NTS entry tariff and VAT is added;

• Estimated contract value: RON 109,174,000, the value includes also the current NTS entry tariff, without VAT;

• Payment methods:

  • on due date, in maximum 30 days from the invoice issue date, and the Buyer is requested to submit a Letter of Bank Guarantee the value of which shall cover the equivalent value of the delivered natural gas (VAT included) to be delivered during any three consecutive months, with the largest quantities during the delivery period April 1, 2026 - October 31, 2026;

  • ten days advance, at least 2 working days prior to the beginning of delivery decade.

According to provisions of art.52 paragraph(1) of GEO No.109/20112, "The Board of Directors […] convenes the general meeting of shareholders in order to approve any transaction, if its value, individually or in a series of concluded transactions, exceeds 10% of the value of net assets […] or exceeds 10% of the revenue … with the controlling shareholders or with a company controlled by such shareholders".

The transaction itself does not exceed the limit stipulated by GEO No. 109/20113 article 52 par. (1), namely 10% of the company's revenue, however, considering the contracts already concluded with S Electrocentrale Bucuresti SA in the last 12 months, the 10% limit from the company's revenue is exceeded through "a series of concluded transactions".

‌1 Government Emergency Ordinance No.12 of March 12, 2026 on measures applicable to households on the natural gas market for April 1, 2026 - March 31, 2027.

‌2 GEO No. 109 of November 30, 2011 on corporate governance of public companies, as amended from time to time.

‌3GEO No. 109 of November 30, 2011 on corporate governance of public companies, as amended from time to time

Considering the delivery start date, i.e. April 1, 2026, corroborated with the minimum term for convening the shareholders meeting, the Board of Directors agreed to/endorsed in the meeting of March 25, 2026, the conclusion of Gas Sale Contract no. PET7/2026 with S Electrocentrale Bucuresti S.A. and convened a general meeting of shareholders to ratify/approve such contract.

Draft Resolution

2/2