Convening Notice EGMS December 9, 2021

Societatea Naţională de Gaze Naturale Romgaz S.A. - Mediaş - România

C O N V E N I N G N O T I C E

The Board of Directors of S.N.G.N. "ROMGAZ" - S.A., a company managed in an one-tier system, incorporated and operating under the laws of Romania, registered with the Trade Register Office of Sibiu Court under number J32/392/2001, fiscal code RO 14056826, having its headquarters at Medias, 4 Constantin Motas Square, Sibiu County, with a subscribed and paid up share capital of RON 385,422,400 (hereinafter referred to as "ROMGAZ" or the "Company"),

CONVENES

the Extraordinary General Meeting of Shareholders (EGMS) on December 9, 2021, at 1:00 pm (Romania Time at the SNGN ROMGAZ SA working point located in Bucharest, Sector 1, 59 Grigore Alexandrescu Street, 5th floor, having the following:

AGENDA

Item 1 Approval of the acquisition by S.N.G.N. Romgaz S.A. of all shares issued by (representing 100% of the share capital of) ExxonMobil Exploration and Production Romania Limited, company that holds 50% of the rights and obligations under the Concession Agreement for petroleum exploration, development and production in XIX Neptun Deep Block.

Item 2 Approval to sign the agreement to purchase all shares issued by (representing 100% of the share capital of) ExxonMobil Exploration and Production Romania Limited, agreement to be concluded between S.N.G.N. ROMGAZ S.A., as buyer, with ExxonMobil Exploration and Production Romania Holdings Limited, ExxonMobil Exploration and Production Romania (Domino) Limited, ExxonMobil Exploration and Production Romania (Pelican South) Limited, ExxonMobil Exploration and Production Romania (Califar) Limited and ExxonMobil Exploration and Production Romania (Nard) Limited, as sellers.

Item 3 Mandating the CEO and CFO of S.N.G.N. Romgaz S.A. to approve and sign the documents stipulated in the agreement mentioned at item 2 of the Agenda required to complete the transaction, and to perform all the required and useful formalities for completing the transaction.

Item 4 Approval of a 1 year extension of the fixed assets rental contracts concluded between S.N.G.N. Romgaz S.A. and S.N.G.N. Romgaz S.A. - Filiala de Înmagazinare Gaze Naturale Depogaz Ploiești S.R.L.

Item 5 Mandating the Chairman and Secretary of the meeting to sign the Extraordinary General Meeting of Shareholders Resolution.

Capital social: 385.422.400 lei	S.N.G.N. Romgaz S.A.
551130, Piața C.I. Motaş, nr.4
CIF: RO 14056826
Mediaş, jud. Sibiu - România
Nr. Ord.reg.com/an : J32/392/2001	Telefon: [phone] - 401020
Fax: [phone]
RO08 RNCB 0231 0195 2533 0001 - BCR Mediaş
E-mail: [e-mail]
RO12 BRDE 330S V024 6190 3300 - BRD Mediaş	www.romgaz.ro

Only shareholders who are registered as S.N.G.N. "ROMGAZ" S.A. shareholders on November 26, 2021 (the "Reference Date") in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A. (Central Depositary) may attend and cast their votes in EGMS.

Informational documents related to the items of the EGMS agenda, the draft of resolutions proposed to be adopted by EGMS will be available as from November 5, 2021, on working days, at the registry desk of the Company located in Medias, 4 Constantin Motas Square, Sibiu County, Romania, postal code 551130 ("ROMGAZ Correspondence Entry") as well as on the website of the Company (www.romgaz.ro). ROMGAZ Correspondence Entry is open between hours 7:30 am - 3:30 pm (Romania Time), except for non-business days and public holidays. The shareholders of the Company may obtain, upon request, copies of the documents related to the items included on the EGMS agenda.

The documentation relating to the acquisition of all shares issued by ExxonMobil Exploration and Production Romania Limited, including the Share Purchase Agreement of all shares issued by (representing 100% of the share capital of) ExxonMobil Exploration and Production Romania Limited is available with 30 days prior to the date of the Extraordinary General Shareholders Meeting at ROMGAZ headquarters located in Medias, Constantin I. Motaș Square, no. 4, Sibiu County for consultation purposes by all interested shareholders until the date of the Extraordinary General Shareholders Meeting conditioned upon filing a request and signing a confidentiality agreement to be made available by ROMGAZ to the shareholders for this purpose.

The request to consult the documentation relating to the acquisition of all shares issued by ExxonMobil Exploration and Production Romania Limited shall be made in writing and, additionally, it must fulfill the following cumulative conditions:

1. the last and first name, type of identity document, series and number of the identity document, address and, as the case may be, residence and citizenship of the shareholder if the application is made by a shareholder natural person, or the name, address of the registered office, registration number of the shareholder and the name of the public institution/authority where the legal person shareholder is registered to obtain legal personality, if the application is made by a legal person shareholder;
2. as the case may be, to include the first and last name, personal identification number and citizenship of the legal representative that makes the request on behalf and on account of the shareholder;
3. as the case may be, to include the last and first name, personal identification number, address and citizenship of the conventional representative natural person, or the name, registration number of the shareholder and the name of the public institution/authority where the legal person shareholder recorded to obtain legal personality, as well as the last and first name of the conventional representative's legal representative, legal person making the request on behalf and on account of the shareholder;
4. to include the request to consult the documentation relating to the acquisition of all shares issued by ExxonMobil Exploration and Production Romania Limited;
5. to include the signature of the shareholder, of the legal representative or of the conventional representative, as the case may be;
6. to have as attachment the proof of the applicant's quality as shareholder on the date of the consultation request;
7. as the case may be, to have as attachment the power of attorney based on which the conventional representative drafts the consultation request, for and on behalf of the shareholder, of the documentation for the acquisition of all shares issued by ExxonMobil Exploration and Production Romania Limited, for and on behalf of the shareholder;
8. it will be sent to and registered at ROMGAZ Correspondence Entry, in Romanian or English, by any type of courier service with proof of delivery, or by e-mail with incorporated extended electronic signature, in accordance with Law no. 455/2001 on the electronic signature, at [e-mail] the date of the meeting. Both means of transmission shall be clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 9, 2021".

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One or more shareholders representing, individually or jointly, at least 5% of the share capital of the Company may demand, through a request submitted to the Board of Directors of the Company:

1. the insertion of additional items on the agenda of the EGMS;
2. approval of draft EGMS resolutions for the items included on the agenda of the EGMS or for new items proposed to be included on the agenda.

The request to add new items on the agenda of the EGMS shall be made in writing and it will fulfil cumulatively the following conditions:

1. it will include the last and first name, identity card type, serial number and number of the identity card, permanent residence or residence, as the case may be, and citizenship of the shareholder/shareholders, if the request is filed by one or more shareholders acting as natural person, and/or the name, registered office address, the shareholder/shareholders registration number and the name of the institution/authority where the shareholder, legal person, has applied to obtain the legal status, if the request is filed by one or more shareholders acting as legal persons;
2. it will include, as the case may be, the last name, first name, personal identification number and citizenship of the legal representative/representatives who file the request on behalf of the shareholder/shareholders;
3. it will include, as the case may be, the last name, first name, personal identification number and citizenship of the conventional representative/representatives, natural persons, and/or name, registration number of the shareholder/shareholders and the name of the institution/authority where the shareholder, legal entity, has applied to obtain the legal status, and the last name and first name of the legal representative of the conventional representative/representatives of the shareholder/shareholders, legal persons, who file the request on behalf and on account of the shareholder/shareholders;
4. it will include the request to add new items on the agenda of the EGMS;
5. it will include the request to submit for approval to EGMS the draft resolutions for the new items included in the request to add new items on the agenda;
6. it will include the shareholder's, legal representative's or the conventional representative's signature, as the case may be,
7. it will have as annex the draft resolution/resolutions submitted for approval of EGMS, and, as the case may be, the power of attorney mandating the conventional representative to request new items on the agenda of EGMS, on behalf and on the account of the shareholder/shareholders;
8. it will be sent to and registered at ROMGAZ Correspondence Entry, in Romanian or English, by any type of courier service with proof of delivery, or by e-mail with incorporated extended electronic signature, in accordance with Law no. 455/2001 on the electronic signature, at [e-mail] November 22, 2021, 3:30 pm (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 9, 2021".

The request for EGMS approval of draft resolutions for the items included on the agenda of EGMS shall be in writing, and, it will fulfil cumulatively the following conditions:

1. it will include the last and first name, the identity card type, serial number and number, permanent residence or residence, as the case may be, and citizenship of the shareholder, if the request is filed by a shareholder, natural person, or the name, registered office address, the shareholder registration number and the institution/public authority where the shareholder, legal entity, has applied to obtain the legal status, if the request is filed by a shareholder acting as legal entity;
2. it will include, as the case may be, the last name, first name, personal identification number and citizenship of the legal representative who files the request on behalf of the shareholder;
3. as the case may be, to include the last and first name, personal identification number, address and citizenship of the conventional representative natural person, or the name, registration number of the shareholder and the name of the public institution/authority where the legal

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person shareholder recorded to obtain legal personality, as well as the last and first name of the conventional representative's legal representative, legal person making the request on behalf and on account of the shareholder;

1. to include the request to submit for EGMS approval of one or more resolution drafts for the items on the agenda;
2. the signature of the shareholder, legal representative or as the case may be of the conventional representative;
3. to attach the resolution draft/drafts requested to be submitted for approval of the EGMS and as the case may be, the power of attorney based on which the conventional representative expresses the request to submit for EGMS approval one or more resolution drafts for the items on the agenda, for and on behalf of the shareholder/shareholders;
4. it will be sent to and registered at ROMGAZ Correspondence Entry, in Romanian or English, by any type of courier service with proof of delivery, or by e-mail with incorporated extended electronic signature, in accordance with Law no. 455/2001 on the electronic signature, at [e-mail] November 22, 2021, 3:30 pm (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 9, 2021".

Starting with November 25, 2021 the requests to add one or more additional items on the EGMS agenda, as well as the requests to submit for approval of the EGMS resolution drafts for the items included on the EGMS agenda may be reviewed at ROMGAZ Correspondence Entry or at https://www.romgaz.ro/en/shareholder-meetings.

Company shareholders may address questions and request an answer to such questions related to items on the EGMS agenda.

The application requesting an answer to the addressed questions related to the items of the EGMS agenda, shall be made in writing and it will fulfil cumulatively the following conditions:

1. the last and first name, type of identity document, series and number of the identity document, address and, as the case may be, residence and citizenship of the shareholder if the application is made by a shareholder natural person, or the name, address of the registered office, registration number of the shareholder and the name of the public institution/authority where the legal person shareholder is registered to obtain legal personality, if the application is made by a legal person shareholder;
2. as the case may be, to include the first and last name, personal identification number and citizenship of the legal representative that makes the request on behalf and on account of the shareholder;
3. as the case may be, to include the last and first name, personal identification number, address and citizenship of the conventional representative natural person, or the name, registration number of the shareholder and the name of the public institution/authority where the legal person shareholder recorded to obtain legal personality, as well as the last and first name of the conventional representative's legal representative, legal person making the request on behalf and on account of the shareholder;
4. to include the request to receive an answer to the addressed questions related to the items on the EGMS agenda by indicating such questions;
5. the signature of the shareholder, of the legal representative or a the case may be of the conventional representative;
6. as the case may be, to attach the power of attorney based on which the conventional representative files the application to receive an answer to the questions related to the EGMS agenda, on behalf and on account of the shareholders;
7. it will be sent to and registered at ROMGAZ Correspondence Entry, in Romanian or English, by any type of courier service with proof of delivery, or by e-mail with incorporated extended electronic signature, in accordance with Law no. 455/2001 on the electronic signature, at [e-mail] December 2, 2021, 3:30 pm (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 9, 2021".

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Shareholders registered on the Reference Date in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A. may attend the EGMS and may vote:

1. in person - direct vote;
2. through a representative with a special or general power of attorney;
3. by correspondence.

The special power of attorney form:

1. will be available, in Romanian and English, as from November 5, 2021 at ROMGAZ
   Correspondence Entry and on the Company's web page
   (https://www.romgaz.ro/en/shareholder-meetings);
2. will include the shareholder identification method, the number of owned shares, as well as the voting options "for" or "against" or "abstain" for every issue to be voted upon;
3. will be updated by the Company if new items are added on the agenda of the EGMS;
4. will be filled in and signed by the shareholder, in three counterparts: one for the shareholder, one for the representative, and one for the Company.

The general power of attorney will be awarded by the shareholder acting as client, only to an agent as it is defined under Art. 2, Par. 1, point 20 of Law No. 24/2017 on issuers of financial instruments and market operations, or to an attorney-at-law.

If the representative of the shareholder/shareholders is a credit institution providing custodial services, it may participate and vote in the GMS if it gives an affidavit, signed by the credit institution's legal representative, stating:

1. clearly, the name of the shareholders on whose behalf the credit institution participates and votes in the GMS;
2. that the credit institution provides custodial services for that respective shareholder.

The special powers of attorney, the general powers of attorney and the affidavits of the credit institutions providing custodial services for one or more shareholders shall be transmitted/submitted in original copy, in Romanian or English the shareholder or by the credit institution, as the case may be, to ROMGAZ Correspondence Entry by any form of courier service with proof of delivery no later than December 7, 2021, 11:00 am (Romania Time), in sealed envelope, clearly marked with capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF DECEMBER 9, 2021".

The special powers of attorney, the general powers of attorney and the affidavits of the credit institutions providing custodial services for one or more shareholders, may be also sent by e-mail to the company at: [e-mail] attached an incorporated extended electronic signature in accordance with Law No. 455/2001 on electronic signature, no later than December 7, 2021, 11:00 am (Romania Time).

The capacity as legal representative may be also proved by providing an excerpt issued by the Trade Register (or by another institution of similar authority of the resident country of the shareholder being a foreign legal person), in original or certified true copy, in case the shareholder did not provide, for whatever reason, appropriate information on his or her legal representative, to Depozitarul Central SA/participant, within 3 months from the date of his or her appointment/replacement.

Documents proving the capacity as legal representative, prepared in a foreign language other than English, will be accompanied by their certified translation into Romanian or English.

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