SNGN Romgaz : Nomination and Remuneration Committee Report for the year 2022

Annual Report 2022 of the Nomination and Remuneration Committee

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Annual Report 2022 of the Nomination and Remuneration Committee

2022 ANNUAL REPORT

on the Remuneration and/or 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

• 1. 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 board members and managers (…) during the financial year

to be presented and submitted for SNGN ROMGAZ SA General Meeting of Shareholders4 approval, convened on April 26, 2023 and made public on ROMGAZ website, according to Art. 107 (7) of Law 24/2017, following the approval.

According to Art. 107 (6) of Law 24/2017, this report took into account the vote expressed in the OGMS on April 28, 2022 by 93.0339% of the total valid votes cast, taking note of the Report on remunerations and benefits granted to Romgaz board members and managers in financial year 2021.

This report is supplemented by the information supplied in the Consolidated Board of Directors' Report and

1. Hereinafter, Report or The Report
2. Hereinafter, Law 24/2017
3. Hereinafter , GEO 109/2011
4. Hereinafter, ROMGAZ GMS

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Annual Report 2022 of the Nomination and Remuneration Committee

I. Prerequisites of the Report

I.1. Applicable legal norms and internal regulations

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

1. Applicable legal provisions:
2. • 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 Directors 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.
3. ROMGAZ applicable internal rules and norms:
4. • ROMGAZ Articles of Incorporation, as updated and approved by ROMGAZ Extraordinary General Meeting of Shareholders Resolution No.4/2017;
   • Remuneration and Nomination Committee Internal Regulations, approved by Romgaz BOD on August 28, 2018, revised and approved on August 11, 2022;
   • ROMGAZ Corporate Governance Code;
   • ROMGAZ remuneration policy approved by ROMGAZ GMS on April 28, 2022.
5. ROMGAZ GMS Resolutions, relevant for the reporting period (2022 financial year), respectively, GMS Resolutions appointing ROMGAZ BoD members during the reporting period, according to the information in Annex 1 to the Report.
6. ROMGAZ BOD Resolutions5 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 Committee6 is an advisory committee within ROMGAZ BoD having following duties: to evaluate, to advise and propose Romgaz board members and managers to whom managerial duties are delegated, as well as their remuneration in line with effective legal provisions.

ROMGAZ NRC main scope is:

1. establish candidates selection procedure for the positions as board members and as managers;
2. elaborate proposals for the directors' positions;
3. involve in managers' selection and recruiting process, including elaborating proposals related to their remuneration.

With respect to the remuneration activity the Nomination and Remuneration Committee:

• elaborates proposals for GMS related to board members remuneration level;
• elaborates proposals related to managers' remuneration within the general limits set by the GMS and the law;
• elaborates and submits for ROMGAZ BoD approval the policy on board members and managers' remuneration;
• submits for the Board's endorsement and GMS approval the Policy on remuneration of board members and of managers whenever a significant event occurs, and in any case, at least once every 4 years;
• elaborates an annual report on 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.

1. Chief Executive Officer, Deputy Chief Executive Officer, Chief Financial Officer
2. Hereinafter, ROMGAZ NRC

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Annual Report 2022 of the Nomination and Remuneration Committee

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

• ROMGAZ BOD Resolution No. 13 of March 14, 2022 - NRC composition becomes: Mr. Sorici Gheorghe Silvian - chairman, Mr. Batog Cezar - member, Mr. Dragan Dan Dragos - member;

ROMGAZ NRC Composition

I.3. Executives' mandates status during 2022 financial year

During the reporting period (year 2022), 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 2022 financial year:

• ROMGAZ BOD members mandates were interim mandates, with an initial 4 months period and a maximum period of 6 months, as a result of their extension; there is however an exception in the case of one BOD member who was appointed initially by the BOD and subsequently by the GMS, for periods shorter than 4 months;
• 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 2022:

• similarly to ROMGAZ BOD members mandates, ROMGAZ Managers mandates were interim mandates, having a duration between 4 months (minimum) and 6 months maximum;
• 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.

In this regard, during 2022 financial year, ROMGAZ Board members and Managers, were granted for their activity an allowance based on a monthly fixed indemnity, exclusively, the variable indemnity not being granted.

The Chief Executive Officer, and subsequently the Deputy Chief Executive Officer, on an interim mandate had concluded both a mandate contract for the BOD member position as well as a mandate contract for the Chief Executive Officer position. The Chief Executive Officer was entitled to the monthly fixed gross allowance payment, strictly, according to the mandate contract concluded as chief executive officer.

Furthermore, according to mandate contracts concluded and/or ongoing during 2022 financial year, ROMGAZ Board of Directors members and Managers were granted the equivalent of some rights representing benefits and other advantages, which must be recorded in the annual financial statements, according to Art. 39 of GEO 109/2011. For 2022 financial year, the values for each position are detailed in Chapter II of the Report.

The interim mandates of ROMGAZ BOD members and Managers and the implications thereof were taken into account and referred in the Remuneration Policy7 applicable at the moment of the Report elaboration. Therefore, the possibility to revise/amend it in case of ROMGAZ directors and Managers nomination, was provided in the Remuneration Policy, according to Art. 29, 35, respectively, of GEO 109/2011.

In the reference period, the aforementioned nominations have not been made at the moment the Report was elaborated, ROMGAZ directors selection procedure being approved and ongoing, according to ROMGAZ GMS Resolution No.9 of October 28, 2021.

7 Remuneration Policy approved by ROMGAZ GMS on April 28, 2022

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