OMV Petrom S A : Annual report OMV Petrom S.A. 2023 according to FSA

OMV Petrom S.A.

Report of the governing bodies

In 2023, the Supervisory Board thoroughly reviewed the position and prospects of OMV Petrom S.A. ("OMV Petrom" or the "Company"), and performed its functions according to the relevant laws, the Articles of Association, the applicable Corporate Governance Code and the relevant internal regulations. We supervised the Executive Board on the management of OMV Petrom and coordinated on important matters, monitored its work and we were involved in the Company's key decisions, always following a comprehensive analysis.

The Supervisory Board received detailed information, both verbally and in writing, on issues of fundamental importance for the Company, including its financial position, business strategy, planned investments and risk management. We discussed all significant matters for OMV Petrom in the plenary meetings, based on the reports of the Executive Board.

The separate financial statements were presented to the Audit Committee. KPMG Audit SRL audited the 2023 separate financial statements, read the Directors' Report and has not identified information which is materially inconsistent with the separate financial statements or their knowledge obtained in the audit or otherwise appears to be materially misstated and will issue an unqualified audit opinion. The auditors attended the relevant meeting of the Audit Committee convened to review the separate financial statements.

The separate financial statements of OMV Petrom, including the manangement reports for the year ended December 31, 2023 and the Executive Board proposal for

allocation of the profit, including distribution of dividends, are submitted to the approval of the Supervisory Board meeting of March 15, 2024 and afterwords in the Ordinary General Meeting of Shareholder to be held on April 24, 2024.

We have also reviewed and analyzed the attached report of the Executive Board (Directors' Report) presented as Appendix 1 which gives a true and fair view of the development and performance of the business and the financial position of OMV Petrom, together with a description of the principal risks and associated uncertainties as of December 31, 2023.

Hence, the separate financial statements of OMV Petrom, for the year ended December 31, 2023, prepared in accordance with Ministry of Finance Order no. 2844/2016 with all subsequent modifications and clarifications were approved in today's Supervisory Board meeting and will further be submitted for approval in the Ordinary General Meeting of Shareholders to be held on April 24, 2024.

Furthermore, we have reviewed and approved the separate report on payments to governments for the year 2023, prepared in accordance with Chapter 8 of the Annex 1 of Ministry of Public Finance Order no. 2844/2016 for approval of Accounting Regulations according to International Financial Reporting Standards with all subsequent modifications and clarifications, transposing Chapter 10 of the Accounting Directive (2013/34/EU) of the European Parliament and of the Council.

Supervisory Board Report on OMV PETROM S.A.'s separate Financial Statements prepared in accordance with Ministry of Finance Order no. 2844/2016

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OMV Petrom S.A.

Report of the governing bodies

Overview of the Company's nature

The Company's headquarters is located at Coralilor Street no. 22, district 1, Bucharest, Romania. The Company was set up according to the Government Ordinance no. 49/October 1997, approved by Law no. 70/April 1998. The Company is registered with the Trade Register under number J40/8302/1997 and has as unique fiscal registration code RO1590082. The Company has as main activities exploration and production of hydrocarbons, refining of crude oil, marketing of petroleum products, sale of natural gas, as well as production and sales of electricity. The Company performs its activity either directly (mainly in Romania) or through its affiliates in Romania (marketing of petroleum products and production of biofuels), Bulgaria (exploration of hydrocarbons and marketing of petroleum products), Georgia (exploration of hydrocarbons), Serbia and Republic of Moldova (marketing of petroleum products).

As at December 31, 2023, 28.15% of the Company's capital represented the free float, traded as shares within the Premium category of the Bucharest Stock Exchange, under SNP symbol. GDRs were also traded within the Standard category on the main market of the London Stock Exchange (LSE) until October 25, 2023 (last trading day). Market capitalization as of December 31, 2023 was RON 35,798,052,725.

The Company is the parent company of OMV Petrom Group ("the Group"). Separate financial

statements of the Company for the year ended December 31, 2023 are prepared in accordance with Order of the Ministry of Finance no.2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards, with all subsequent modifications and clarifications. The annual consolidated financial statements are also prepared by the Company in accordance with IFRS as endorsed by the European Union (EU). In its turn, the parent Company OMV Petrom S.A. is part of the OMV Group which prepares consolidated financial statements at the level of OMV Aktiengesellschaft, with its registered office at Trabrennstrasse 6-8, 1020 Vienna, Austria. The annual consolidated financial statements of the OMV Petrom Group and OMV Group are public and may be obtained from the companies' websites, i.e. www.omvpetrom.com and www.omv.com.

OMV Petrom has vertically integrated activities and is organized into three operating business segments: Exploration & Production, Refining & Marketing and Gas

• Power, while the management, the financing activities and certain service functions are concentrated in the Corporate & Other segment.

As at December 31, 2023 and 2022 the total share capital amounted to RON 6,231,166,705.80, representing 62,311,667,058 shares with a nominal value of RON 0.1 per share. The shareholders' structure as at December 31, 2023 and as at December 31, 2022 is presented below:

Following OMV Petrom shareholders' decision, the GDRs were delisted from the main market of the London Stock Exchange in 2023.

As of December 31, 2022 the number of GDRs was 127,544, equivalent of 19,131,600 ordinary shares, representing 0.031% of the share capital.

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Appendix 1

OMV Petrom S.A.

Report of the governing bodies

1. Analysis of the company's activity

1.1. a) The activity developed or which is to be developed by the company and its subsidiaries

OMV Petrom develops the following main activities:

• The exploration and production of crude and natural gas on fields located onshore and offshore;
• Emergency works, commissioning and repair of wells;
• Crude oil refining;
• The distribution, transport, storing, marketing, bunkering of ships and the supply of airships with crude oil products;
• Wholesale and retail trade in merchandise and miscellaneous products;
• The import and export of crude oil, petroleum products, petrochemicals and chemicals, equipment, machines and specific technologies;
• Production of biofules;
• Sale of natural gas;
• Production, transmission, distribution, trade of electricity;
• Medical and social activity for its own employees and third parties;
• Other activities established and detailed in the Articles of Association of the company.

The detailed structure of the consolidated companies in OMV Petrom Group at December 31, 2023 is presented in Annex a) to the current report.

b) The date when the company was established

The Company was established on October 27, 1997 and started its activity as of November 1, 1997, as per the Emergency Ordinance no. 49/1997 approved through Law no. 70/1998 under the name of S.N.P. Petrom S.A. (SNP - Societatea Nationala a Petrolului/ National Oil Company). In the Extraordinary General Meeting of Shareholders dated September 14, 2004 the change of the Company's name from SNP Petrom SA to S.C. Petrom S.A. was approved.

Starting January 1, 2010, the Company name is OMV Petrom S.A., based on the Resolution of the Extraordinary General Meeting of Shareholders dated October 20, 2009.

1. Mergers or significant reorganizations of the company, the subsidiaries or the companies controlled performed during the financial year.

On May 31, 2023, OMV Petrom S.A. sold 50% shares in OMV Petrom Biofuels S.R.L. to OMV Downstream GmbH, thus OMV Petrom S.A. retained 25% ownership and OMV Downstream GmbH reached 75% ownership. The company was deconsolidated in the Group financial statements and accounted for using the equity method starting with June 2023.

d) Asset acquisitions and/or alienation

There were no significant divestments or outsourcing projects finalized in 2023.

e) Overview of the main results of the company

2023 was a strong year of execution which characterized OMV Petrom's agility and resilience. We completed major steps in our 2030 Strategy, 2023 representing a turning point in our transformation journey. We contributed significantly to the security of Romania's energy supply by diversifying our supply sources and carrying out important planned turnarounds in the context of heightened geopolitical risk, caused by the conflict in the Middle East and the ongoing war in Ukraine.

Many key project milestones were achieved in 2023 as we deliver on our Strategy 2030 ambitions. Our Neptun Deep flagship project made notable progress with final investment decision taken in June and the awarding of more than 80% of the execution agreements by the year end. We also continued to roll out our renewable power and e-mobility portfolios. In 2023, OMV Petrom made significant progress towards its strategic objective of more than 1 GW capacity of renewable power installed by 2030, together with partners. We have already developed a strong portfolio of projects, opportunities and initiatives with different phasing of implementation, a well-balanced mix of own developed projects and partnerships. The investments in renewable power will lead to green power sales making up for more than 20% of our total power sales by the end of the decade, thus contributing to decarbonizing our business and supporting our customers' transition to cleaner energy.

The first important project was already announced in 2022: four photovoltaic (PV) parks with a total capacity of ~450 MW to be built together with Complexul Energetic

Appendix 1

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OMV Petrom S.A.

Report of the governing bodies

Oltenia. In 2023, the financing contracts have been signed with the Ministry of Energy by the representatives of the four legal entities, beneficiaries of this financing and responsible for implementing the projects. The total investments required for the development of the four photovoltaic parks amount to over EUR 400 mn, approximately 70% being financed through the Modernization Fund. The four parks should supply electricity to the national energy system by 2026.

Other major renewable power projects have progressed in 2023. In June, OMV Petrom signed an agreement to purchase several projects to build photovoltaic parks in Romania, with a total installed power of ~710 MW. The projects are being developed until "ready-to-build" phase by the Danish developer Jantzen Renewables in locations with potential for strong yields in terms of solar energy. The completion of the transaction is estimated for 2024, once the ready to built status is reached.

At the end of 2023, we signed the acquisition of 50% of the largest wind power portfolio of projects in Romania. Together with our partner, Renovatio, we will develop, build and operate 1 GW capacity of renewable projects, out of which 950 MW wind and 50 MW photovoltaic. The completion of the transaction is estimated for 2024. According to our current estimates, the solar park will supply electricity to the national energy system starting 2024, while the wind parks will start production gradually. The projects have received access to the electricity network.

In the mobility area, our target for 2030 is to have more than 500 points of alternative fuels, thus contributing to decarbonizing passenger cars transportation. In 2023, we delivered on our ambition to become the largest e- mobility player via the acquisition of Renovatio Asset Management, the owner of Romania's leading electrical vehicles (EV) charging network, with more than 400 EV charging points in Romania and with plans to increase to approximately 650 by 2026. The closing of the transactions is expected to take place in 2024, after fulfilment of certain conditions. Earlier in the year, we signed a financing agreement within the Connecting European Facilities (CEF) program for installing 328 charging points on TEN-T corridor in Romania.

Our total group network at the end of 2023 comprised 272 fast and ultra fast EV charging points installed, part of them in partnerships, and we will continue the program of installing charging points within our own filling stations network, as well as in other locations.

In our traditional activities, we partly offset the decline in hydrocarbon production, better than initially expected, we increased our gas sales despite the depressed market, we successfully finalized the turnarounds of our key downstream assets and we finalized the rollout of myAuchan stores in Petrom-branded filling stations a year ahead of schedule.

People safety is of paramount importance to us and we have a strong safety record. Sadly, however, we did experience a fatality in 2023 having lost a contractor's employee in a fatal accident during the refinery turnaround. Every loss is a tragedy and we express our sincere condolences to our colleague's family. Our express focus is to return to a zero fatality rate in 2024, in-line with our "Committed to Zero Harm - Protect People, Environment, and Assets" vision.

Our carbon intensity index decreased by around 11% and we achieved a decrease in methane intensity by 73%, both vs. 2019. Our overarching ambition is to reduce the carbon intensity of our operations by 30% in 2030, compared to 2019 level.

Our strong operational performance enabled us to contribute significantly to the economic and social development of our communities. We ramped up our investments to RON 4.7 bn at Group level. This was achieved despite continuing to operate in a high inflationary environment and weaker market fundamentals, as reflected by the decline in Group Clean CCS Operating Result to RON 8.5 bn, in line with the 37% sales decline. Our resilience to macroeconomic headwinds is further illustrated by a decline in Group operating cash flow of only 11% to RON 10 bn. This performance allowed us to remain one of the largest contributors to the Romanian state budget, with RON 16 bn, yet 19% lower yoy. We also take pride in having made social contributions of around RON 200 mn to various health, educational and environmental projects in 2023.

Our ability to generate solid cash flow provided the foundation for distributing our historical-high dividends last year, with a competitive yield of 19.6%, reflecting also the second special dividend distributed to shareholders. Total dividends paid in 2023 amounted to RON 5.1 bn. Furthermore, the market's confidence in OMV Petrom's performance led to share price appreciation of 37% over the year, outperforming the main local index by 5 percentage points and the sector average by 39 percentage points. Together with dividends, this led to a total shareholder return of 56% in 2023.

OMV Petrom S.A.

Report of the governing bodies

volumes, and are placed on the market, to industrial end-users, as well as to wholesalers, either via bilateral contracts or on the centralized markets, while also delivered to internal consumers (such as the Brazi power plant). Given the legislation in force, starting April 2022, OMV Petrom supplied the available gas production to the regulated market for households and district heating consumption. For the delivery of the natural gas, OMV Petrom uses the national pipeline system operated by Transgaz and also the distribution networks.

• Petroleum products: These products are either produced in the Petrobrazi refinery or supplied from third parties and are sold to both Romanian and international markets. The company uses both retail and wholesale distribution channels, directly or through affiliates, to sell the refined products. The
  Group's retail supply channel consisted in a network of 780 fuel filling stations as of end-2023, of which 555 filling stations in Romania and the other 225 in the neighboring countries: Bulgaria, Serbia and the

1. Analysis of various types of Company's revenues

Republic of Moldova. Retail market sharei in the operating region slightly decreased to 30% (2022: 31%), in the context of increased competition.

• Electricity: 2023 was a very good year for our power business, reflecting our strong operational performance through optimization of products, countries, supply and sales channels, as well as constant strive for maximization of business opportunities.
  Our Brazi power plant covered around 7% of the national power generation mix, contribution impacted by the planned outage with the entire capacity from March to beginning of July 2023. It was the largest planned outage since the start of operations in 2012, with the first steam turbine major inspection. After the outage, the power plant delivered an exceptional output, with record high production levels. For the full year, Brazi power plant net electrical output reached 4.2 TWh. For the delivery of the power, OMV Petrom uses the national power grid of Transelectrica and distributions networks.

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OMV Petrom S.A.

Report of the governing bodies

d) New products

OMV Petrom continues to take important steps to increase the share of biofuels:

In 2022 Petrobrazi became the first ISCC (International Sustainability and Carbon Certification) certified refinery in the country capable of producing sustainable aviation fuel (SAF) and hydrotreated vegetable oil (HVO) by co- processing biological feedstocks. OMV Petrom is considering expanding its production capacity to produce sustainable fuels from a wide range of residual feedstocks, such as used cooking oil.

Used cooking oil is one of the main renewable feedstocks to produce SAF and HVO, which used within the transportation sector would considerably reduce carbon emissions. By using SAF, CO2 emissions from commercial flights are approximately 80% lower than conventional fuel.

1.1.4. Overview of the sale activity

In 2023 OMV Petrom has signed an agreement to purchase 50% of the shares of the Romanian company "Respiră Verde SRL", a local leader in the collection of used cooking oil. The closing of the transaction is expected to take place in 2024, after fulfilment of certain conditions, including the clearance of the Competition Council and of the Commission for Screening of Foreign Direct Investments.

1.1.3 Evaluation of the provision of technical and material resources (domestic and imports)

OMV Petrom is processing mainly domestically produced crude oil in its Petrobrazi refinery in order to obtain petroleum products and to maximize the company's integration value. The Company is also constantly evaluating the economic benefits from processing imported crude. During 2023, year with turnaround, OMV Petrom processed 766 thousand tons imported crude oil (2022: 1,241 thousand tons).

OMV Petrom S.A.

Report of the governing bodies

The Company's turnover in 2023 decreased by 41% compared to 2022, to RON 33,162 mn. Turnover decreased mainly impacted by lower commodity prices and lower sales volumes of electricity, only partially compensated by higher sales volumes of natural gas.

OMV Petrom S.A. is the parent company of OMV Petrom Group whose business model envisages the use of several sales channels and subsidiaries. Therefore, we also present the turnover breakdown at OMV Petrom Group level:

OMV Petrom Group's total refined product sales amounted to 5,450 kt in 2023, representing a 1% decrease compared to 2022, on lower equity products volumes.

Group retail sales volumes were 1% higher than in 2022, reaching 3,072 kt, mainly supported by demand increase. In Romania, retail sales reached 2,597 kt in 2023, broadly flat compared to 2022. Therefore, in 2023, the average throughput per station increased to 5.72 mn liters (2022:

5.66 mn liters) in Romania, while at Group level it increased to 4.83 mn liters (2022: 4.76 mn liters).

In 2023, the total non-fuel margin at Group level increased by 6.5% compared to the previous year, helped by a strong contribution of the Gastro and Shop activities. With the implementation of MyAuchan project finalized, this partnership will continue to be one of the key contributors to the non-fuel business of OMV Petrom.

Overall, Group non-retail sales decreased by 4% compared to 2022, reflecting lower product availability

due to refinery turnaround. Leadership position in gasoline sales on the Ukrainian market was reinforced in 2023. Jet fuel sales continued their upward trend, surpassing the 2019 level and therefore becoming the new reference year for sales volumes in the industry.

In 2023, the non-retail business continued to be a strong contributor to the overall OMV Petrom result, capitalizing on market opportunities, improved processes and effective cost management. A strong focus remained on digitalization, operational excellence and customer centricity, in line with company strategy.

After an unprecedented year with record high prices for both gas and power in 2022, markets have gradually readjusted in 2023 close to pre-crisis levels, still, with persistent volatility. However, in Romania, this downward trend in prices has not translated into consumption recovery.

In 2023, the liquidity on the Romanian centralized market BRM further decreased in the context of a highly

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Appendix 1

OMV Petrom S.A.

Report of the governing bodies

Marketing S.R.L.) with an estimated total annual impact of below RON 250 mn in 2024. The new tax is applicable in 2024-2025.

With regards to our strategic pillar Optimize traditional business, in the Exploration and Production segment, we expect production to be above 106 kboe/d, considering no divestments. We will continue to focus on the most profitable barrels, through assessing selective fields divestments. We plan investments of around RON 4.7 bn, of which around half for Neptun Deep. The rest will be used mainly for drilling around 40 new wells and sidetracks and for performing up to 500 workovers. In the Refining and Marketing segment, our refinery utilization rate is estimated to be above 95%, while total refined product sales volumes are forecasted to be higher yoy; retail fuel sales volumes expected to be also higher yoy. In the Gas and Power segment, total gas sales volumes are estimated to be lower yoy, mainly due to lower supply volumes, while the net electrical output is forecasted to be higher yoy, reflecting a shorter Brazi power plant planned outage.

With regards to our strategic pillar Grow regional gas, we will progress with our flagship project Neptun Deep. The aim is to finalize awarding of the main contracts, focus on permitting activities, start construction and prepare to spud the first well in 2025. With regards to Han Asparuh offshore Bulgaria, we continue exploration activity, while in the case of Georgia offshore exploration Block II seismic acquisition remains on hold.

With regards to our strategic pillar Transition to low and zero carbon, we target to reduce the carbon intensity of our operations by 30% until 2030 vs. 2019. Our plans related to alternative mobility are to accelerate the expansion of the EV charging network in the region with the ambition to reach around 1,000 charging points by year-end, including from the announced M&A transaction. In addition, we plan to progress in developing a renewable power portfolio via partnerships. We expect to close in 2024 the announced M&A transactions, subject to regulatory approvals and we envisage gradually starting electricity production in 2024. For all these projects, we are working on securing EU funds.

1. Company's market share. Main competitors

With daily hydrocarbon production of 113.3 kboe/d and an oil/gas split of roughly 48%/52% in 2023, OMV Petrom

accounts for almost the entire crude oil production and for around a third of the gas production in Romania.

According to ANRE, national gas consumption decreased by around 7% in 2023 as compared to 2022, industrial users' offtake continuing to decline throughout the year, as well as gas to power, with some uplift only at year end.

Regarding the supply sources, national gas consumption was covered by a slightly increasing domestic gas production and a lower share of imports compared to the previous year. During the year, gas prices normalized, overall registering significantly lower levels versus 2022 records. The market gas prices in Romania followed the European market evolution throughout the entire year.

Regulations introduced by Romanian authorities in 2022 were in place during 2023 as well, the gas and power markets continuing to be highly regulated.

On the power market, as per currently available data from the grid operator, national electricity consumption decreased by 5% to 53 TWh in 2023 (2022: 56 TWh). The national electricity production increased by 3% to 57 TWh (2022: 55 TWh). The increased power generation in 2023 was covered by significantly higher production from hydro sources, as well as from renewables, partially offset by lower coal and gas production. Romania was a net power exporter for the year overall, compared to a net power importer in 2022.

Based on partial data available at this time, the hydropower plants covered ~32% of the total national electricity production, the nuclear-power plant ~20%, the coal power plants ~14%, the gas-powered power plants ~17%, while renewables covered the remainder ~16%. The Brazi power plant covered 7% of Romania's electricity production in 2023.

The Romanian refining sector consists of four refineries in operation: Petrobrazi (owned by OMV Petrom), Petromidia and Vega (owned by Rompetrol - majority owned by Kaz Munay Gas), Petrotel (owned by Lukoil), which have a total operational capacity of approximately 13 mn tons/year. In 2023, the refineries processed a total quantity of approximately 10.4 mn tons of crude oiliv.

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Appendix 1