Romgaz S Regulatory News (SNGR)

Party to the Agreement

Buyer

· S.N.G.N. ROMGAZ S.A.

Sellers

· 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

No. and date of Agreement

Contract No. 38145 / May 3, 2022

Acquisition Date

Upon fulfilment of the suspensive conditions necessary for the completion of the transaction as they are regulated by the contract, but not later than 12 months from the signing

Scope of Agreement

Sale - purchase of all shares issued by ExxonMobil Exploration and Production Romania Limited, a company operating under the laws of the Commonwealth of Bahamas

Asset Description

100% of the shares issued by ExxonMobil Exploration and Production Romania Limited, a company that owns 50% of the acquired rights and obligations under the Petroleum Concession Agreement for the East Area, the Deep Water Zone of XIX Neptun.

Payment Amount (VAT exclusive)

The purchase price to be paid by S.N.G.N. ROMGAZ S.A. shall be USD 1,060,000,000 (one billion sixty billion USD), which can be adjusted positively with a maximum value of up to USD 10,000,000 (ten million USD), while the negative adjustment is not limited

Terms and Methods of Payment

Upon signing the contract, S.N.G.N. ROMGAZ S.A. pays to the Sellers an amount equal to USD 106,000,000 (one hundred and six million USD), representing an advance/deposit.

After fulfilling the suspensive conditions necessary to complete the transaction, as they are regulated in the contract, S.N.G.N. ROMGAZ S.A. shall pay the amount representing the difference between the purchase price and the advance/deposit paid upon signing the contract.

Description of the Asset Transaction

The sale and purchase of all share capital issued by ExxonMobil Exploration and Production Romania Limited, a company operating under the laws of the Commonwealth of the Bahamas, which operates through its Romanian branch, ExxonMobil Exploration and Production Romania Limited Nassau (Bahamas ) Bucharest Branch, Romania.

Source of Funding

Partly credit, partly own sources.

Purpose or anticipated use of the assets acquired

Increase in natural gas production, revenue and Romgaz Group profit

Estimated changes in the issuer's business as a result of the use of applicable assets

Increase in natural gas production, revenue and Romgaz Group profit

Issued Guarantees

Corporate guarantee letter issued by Exxon Equity Holding Company in favor of S.N.G.N. ROMGAZ S.A. to guarantee deposit reimbursement and payment of relevant claims in compliance with above-mentioned Share Purchase Agreement