SNGN Romgaz : Nomination and Remuneration Committee Report for the year 2021

2021 ANNUAL REPORT

on the Remuneration and other Benefits granted to the Members of the Board and Managers

of S.N.G.N. Romgaz S.A

2021 ANNUAL REPORT on the Remuneration and other Benefits granted to the Members of the Board and Managers of S.N.G.N. Romgaz S.A.1

This report is drafted in accordance with the following provisions:

• - Art. 107 of Law No. 24/2017 on financial instruments and market operations issuers, respectively2: the issuer drafts a clear and comprehensible report providing a broad image on the remunerations, including all benefits, regardless of the form, granted or due individually to executives, including the ones new recruited and former executives, during the last financial year, according to the remuneration policy provided in Art. 106 and

• - Art. 55 (3) of GEO No. 109/2011 on public companies corporate governance3: The Nomination and Remuneration Committee of the Board of Directors (…) elaborates an annual report on the remunerations and other benefits granted to directors and managers, members of the supervisory committee and members of the board, respectively, during the financial year

to be presented and submitted SNGN ROMGAZ SA General Meeting of Shareholders4 approval, convened on April 27, 2022 and made public on ROMGAZ website, according to Art. 107 (7) of Law 24/2017, following the approval.

According to Art. 2671 of the Financial Supervisory Authority Regulations No. 5/20185 this Report represents the first remuneration report elaborated according to Art. 107 of Law No. 24/2017 (…), for the first time following the submission for approval of the remuneration policy according to Art. 106 of Law 24/2017, comprising the information established by law related to 2021 financial year, respectively.

According to Art. 107 (6) of Law 24/2017, ROMGAZ shall explain in the following remuneration report (related to 2021 financial year), the way the general meeting of shareholders (consultative) vote on the Report was taken into consideration.

• 1 Hereinafter, Report or The Report

• 2 Hereinafter, Law 24/2017

• 3 Hereinafter , GEO 109/2011

• 4 Hereinafter, ROMGAZ GMS

• 5 On financial instruments and market operations issuers

CONTENTS

I. Prerequisites of the Report............................................................................................................................................... 4

I.1. Applicable legal norms and internal regulations........................................................................................................ 4

I.2. Role and functions of ROMGAZ Nomination and Remuneration Committee........................................................ 4

I.3. Executive's mandates status during 2021 financial year.......................................................................................... 5

II. 2021 financial year Remuneration Report ..................................................................................................................... 6

II.1. Report Structure ............................................................................................................................................................ 6

II.2. Report Content ............................................................................................................................................................... 7

III. Measures ........................................................................................................................................................................ 14

Annex 1 - GMS Resolutions on ROMGAZ Board of Directors nomination during the reference period ............... 15

Annex 2 - ROMGAZ Board of Directors Resolutions on Managers' mandates during the reference period ........ 16

I. Prerequisites of the Report

I.1. Applicable legal norms and internal regulations

The following aspects were taken into account for presenting, structuring and analyzing the information included in the Report:

• a) Applicable legal provisions:

  •  Art. 106 and 107 of Law 24/2017;

  •  Art. 55 (2) and (3) of GEO 109/2011;

  •  Art. 37 of GEO 109/2011, related to ROMGAZ Board of Directors6 members' remuneration;

  •  Art. 38 of GEO 109/2011, related to ROMGAZ managers' remuneration;

  •  Art. 39 of GEO 109/2011, related to the benefits and/or other advantages granted to ROMGAZ BOD members and managers;

  •  Art. 111, Art. 142, Art. 15318 of Law 31/1990 on companies.

• b) ROMGAZ applicable internal rules and norms:

  •  ROMGAZ Articles of Incorporation, in the form updated and approved by ROMGAZ Extraordinary Meeting of Shareholders Resolution No.4/2017;

  •  Remuneration and Nomination Committee Internal Regulations, approved by Romgaz BOD on August 28, 2018;

  •  ROMGAZ Corporate Governance Code;

  •  ROMGAZ remuneration policy approved by ROMGAZ GMS on April 27, 2021.

• c) ROMGAZ GMS Resolutions, relevant for the reporting period (2021 financial year), respectively, GMS Resolutions appointing ROMGAZ BOD members during the reporting period, according to the information in Annex 1 to the Report.

• d) ROMGAZ BOD Resolutions7 on the Company's Managers issued during the reporting period according to Annex 2 - ROMGAZ BOD Resolutions on Managers' mandates during the reporting period.

I.2. Role and functions of ROMGAZ Nomination and Remuneration Committee

ROMGAZ Nomination and Remuneration Committee8 is an advisory committee within ROMGAZ BOD having evaluation, advising and proposals elaboration responsibilities within the field of appointing ROMGAZ BOD Members and Managers that are charged with executive responsibilities, as well as their remuneration in accordance with the applicable legal regulations. ROMGAZ NRC main scope is:

• a) establishing directors' and managers' candidates selection procedure;

• b) elaborating proposals for the directors' positions;

• c) involvement in managers' selection and recruiting process, including elaborating proposals related to their remuneration.

ROMGAZ NRC within the remuneration activity:

•  elaborating proposals for GMS related to directors' remuneration level;

•  elaborating proposals related to managers' remuneration within the general limits imposed by the GMS and the law;

6Hereinafter, ROMGAZ BOD

• 7 Chief Executive Officer, Deputy Chief Executive Officer, Chief Financial Officer

• 8 Hereinafter, ROMGAZ NRC

•  elaborating and submitting for ROMGAZ BOD approval a policy on directors' and managers'

  remuneration9;

•  elaborating an annual report related to the remuneration and benefits and/or other advantages granted to directors and managers, which shall be presented within the GMS meeting held for approving the annual financial statements.

ROMGAZ NRC composition went through the following changes during the reporting period:

•  ROMGAZ BOD Resolution No. 19 of March 17, 2021 - NRC composition becomes: Mr. Sorici Gheorghe Silvian - chairman, Mr. Dragan Dan Dragos - member, Mr. Jude Aristotel - member;

•  ROMGAZ BOD Resolution No. 57 of September 14, 2021 - NRC composition becomes: Mr.

  Sorici Gheorghe Silvian - chairman, Mr. Dragan Dan Dragos - member, Mr. Jude Aristotel - member.

I.3. Executive's mandates status during 2021 financial year

During the reporting period (year 2021), ROMGAZ BOD members and Managers ongoing mandates status was according to Annex 1 and Annex 2 to the Report.

Related to ROMGAZ BOD members, the information comprised in Annex 1 show that during 2021 financial year:

•  for the most part, ROMGAZ BOD members mandates have been interim mandates, with an initial 4 months period and a maximum period of 6 months, as a result of their extension;

•  Eeceptions to the interim mandates, are the 4 years mandates of two ROMGAZ BOD members, ongoing during 2021 1st Quarter, mandates which started in 2018 and which terminated before the deadline in March 2021;

•  at the moment of ROMGAZ BOD members' nomination for interim mandates, ROMGAZ GMS approved solely the monthly fixed gross allowance, not granting them the remuneration variable component.

Related to ROMGAZ Managers, the information comprised in Annex 2 show that during 2021:

•  similarly to ROMGAZ BOD members mandates, ROMGAZ Managers mandates were interim mandates, having a duration between 2 months (minimum) and 6 months maximum;

•  exception to the interim mandates, is the Chief Executive Officer's Volintiru Constantin Adrian mandated, appointed during 2018, for a 4 years mandate that terminated before the deadline, in January 2021;

•  at the moment of ROMGAZ Interim Managers nomination, ROMGAZ BOD, approved every time, solely the monthly fixed gross allowance, not granting them the remuneration variable component.

9 ROMGAZ S.A remuneration policy

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