SNGN Romgaz : Current Report - Notice of OGSM on January 6 (7), 2022

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

CURRENT REPORT

In compliance with Law no. 24/2017 regarding Issuers of Financial Instruments and Market Operations and A.S.F. Regulation no. 5/2018

Report date: November 25, 2021

Company name: Societatea Nationala de Gaze Naturale ROMGAZ S.A.

Address: Medias, 4 Constantin I. Motas Square, Sibiu County - Romania, 551130

Phone/fax no: 004-0374-401020 /004-0269-846901

Fiscal Code: RO14056826

LEI Code: 2549009R7KJ38D9RW354

Trade Register registration number: J32/392/2001

Subscribed and paid in share capital: 385,422,400 RON

Regulated market where the issued securities are traded: Bucharest Stock Exchange (BVB), London Stock Exchange (LSE)

Significant event to be reported:

• Convening of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. on January 6 (7), 2022, 1:00 PM (Romania time)

In compliance with Company Law no. 31/1990, Issuers of Financial Instruments and Market Operations Law no. 24/2017 and A.S.F. Regulation no. 5/2018 on Issuers of Financial Instruments and Market Operations, S.N.G.N. ROMGAZ S.A. convenes the Company's shareholders at the Ordinary General Meeting of Shareholders (OGSM) on

January 6 (7), 2022.

The Reference Date for identifying the shareholders entitled to attend and vote in the OGSM is December 24, 2021.

Informational documents related to the OGSM Agenda will be available as from December 3, 2021, at ROMGAZ Correspondence Entry, as well as on the company's website www.romgaz.ro, Investors Section - General Meeting of Shareholders.

The Convening Notice of the OGSM was approved by S.N.G.N. ROMGAZ S.A. Board of Directors on November 24, 2021. The Convening Notice of the OGSM is to be published in the Official Gazette of Romania Part IV and in at least one widely spread Romanian newspaper.

Attached: OGSM Convening Notice on January 6 (7), 2022.

Chief Executive Officer,

Aristotel Marius JUDE

Capital social: 385.422.400 lei

CIF: RO 14056826

Nr. Ord.reg.com/an : J32/392/2001

RO08 RNCB 0231 0195 2533 0001 - BCR Mediaş

RO12 BRDE 330S V024 6190 3300 - BRD Mediaş

S.N.G.N. Romgaz S.A. 551130, Piața C.I. Motaş, nr.4 Mediaş, jud. Sibiu - România Telefon [phone] Fax [phone]E-mail [e-mail] www.romgaz.ro

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 Ordinary General Meeting of Shareholders (OGMS) on January 6, 2022, 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 Approve extension of the mandate term for Societatea Nationala de Gaze Naturale ROMGAZ SA Board of Directors by two months from the expiration date, in compliance with the provisions of article 64¹, paragraph (5) GEO No. 109/2011 on corporate governance of public enterprises

Item 2 Approve the template of the addendum to the contract of mandate that extends by two months the mandate term of Board members

Item 3 Mandate the representative of the majority shareholder, the Ministry of Energy, to sign the addenda extending the term of Societatea Nationala de Gaze Naturale ROMGAZ SA Board of Directors contracts of mandate

Item 4 Mandate the Chairman and the Secretary of the meeting to sign the resolution of the Ordinary General Meeting of Shareholders

Only shareholders who are registered as S.N.G.N. "ROMGAZ" S.A. shareholders on December 24, 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 OGMS.

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

Informational documents related to the items of the OGMS agenda, the draft of resolutions proposed to be adopted by OGMS will be available as from December 3, 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 OGMS agenda.

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 OGMS;
2. approval of draft OGMS resolutions for the items included on the agenda of the OGMS or for new items proposed to be included on the agenda.

The request to add new items on the agenda of the OGMS 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 OGMS;
5. it will include the request to submit for approval to OGMS 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 OGMS, and, as the case may be, the power of attorney mandating the conventional representative to request new items on the agenda of OGMS, 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] December 20, 2021, 3:30 pm (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE ORDINARY GENERAL
   MEETING OF SHAREHOLDERS OF JANUARY 6, 2022".

2

The request for OGMS approval of draft resolutions for the items included on the agenda of OGMS 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 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 submit for OGMS approval of one or more resolution drafts for the items on the agenda;
5. the signature of the shareholder, legal representative or as the case may be of the conventional representative;
6. to attach the resolution draft/drafts requested to be submitted for approval of the OGMS and as the case may be, the power of attorney based on which the conventional representative expresses the request to submit for OGMS approval one or more resolution drafts for the items on the agenda, for and on behalf of the shareholder/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 20, 2021, 3:30 pm (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JANUARY 6, 2022".

Starting with December 23, 2021 the requests to add one or more additional items on the OGMS agenda, as well as the requests to submit for approval of the OGMS resolution drafts for the items included on the OGMS 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 OGMS agenda.

The application requesting an answer to the addressed questions related to the items of the OGMS 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

3

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 receive an answer to the addressed questions related to the items on the OGMS agenda by indicating such questions;
2. the signature of the shareholder, of the legal representative or a the case may be of the conventional representative;
3. 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 OGMS agenda, on behalf and on account of the 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] December 28, 2021, 3:30 pm (Romania Time). Both means of transmission shall be clearly marked with capital letters "FOR THE ORDINARY GENERAL
   MEETING OF SHAREHOLDERS OF JANUARY 6, 2022".

Shareholders registered on the Reference Date in the Company's Register of Shareholders kept and issued by Depozitarul Central S.A. may attend the OGMS 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 December 3, 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 OGMS;
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 January 4, 2022, 11:00 am (Romania Time), in sealed envelope, clearly marked with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF JANUARY 6, 2022".

4