SNGN Romgaz: Note relating to the procurement of external legal services for SNGN Romgaz SA in the context of the natural gas supply activity

Society National of Gaze Naturale Romgaz SA – Medias – Romania

No. 11451/28.03.2022

For:Approved,CHAIRMAN OF THE BOARD OF DIRECTORS

DAN-DRAGOS DRAGAN

SNGN ROMGAZ SA ORDINARY GENERAL MEETING OF SHAREHOLDERS

In reference to:

the acquisition of external services of legal advice, assistance and/or external representation for SNGN ROMGAZ SA within the framework of the natural gas supply activity

1. The provisions of OGE No. 26 of June 6, 2012 (providing measures to reduce public expenditure and strengthen financial discipline and amending and supplementing certain legislative acts)

Art. I

(1) Central and local authorities and public establishments of the central and local civil service government, regardless of their mode of financing and subordination, national companies and commercial companies wholly owned by the State or having the State as a majority shareholder, as well as autonomous companies having their own employees as legal advisers included in their organization structure are not authorized to acquire legal advice, assistance and/or representation services. (2) Provided that there are solid grounds justifying that the legal advice, assistance and/or assistance representation services required by the public authorities or institutions provided for in paragraph (1) may not be provided by legal counsel employed by such entities, such services may only be acquired by law, with the approval of: a) principal credit release authority for public authorities and central public administration institutions;

(3) In duly justified situations when legal advice, assistance and/or representation services required by national companies and commercial companies 100% owned by the State or having

Share capital: 385,422,400 lei CIF: RO 14056826

No. Ord.reg.com/an: J32/392/2001

RO08 RNCB 0231 0195 2533 0001 – Media BCRş RO12 BRDE 330S V024 6190 3300 – Media BRDş

SNGN Romgaz SA

551130, Piața CI Motaş, nr.4 Mediaş, judge. Sibiu – România Telephone 004-0374 -401020 Fax 004-0269-846901

E-mail[email protected]www.romgaz.ro

the state as the majority shareholder, as well as the autonomous authorities provided for in para. (1) cannot be provided by the legal advisers employed by said entities, such services may be acquired under the Act only upon approval and authorization of state or regional government representatives in governing bodies: a) by the principal credit disbursing authority, in the case of companies wholly owned by the State or having the State as majority shareholder; »

2. The awarding of contracts for external services of legal advice, assistance and/or external representation for SNGN ROMGAZ SA within the framework of the natural gas supply activity

Considering the current geopolitical situation, as well as the need to identify certain solutions for the diversification of resources in order to ensure the security of supply of the gas markets in Romania and in the region, in the context of current developments in the energy market in the region, Romgaz aims to purchase natural gas from diversified sources, including LNG sources (with delivery points in Romania or outside Romania).

To this end, a process of exploring alternatives has been initiated at company level, providing for the interference of foreign legislation, both inside and outside the EU region, which cannot be managed and covered by its own legal system.

The activity of purchasing gas in the manner described above and, where applicable, the sale of quantities of natural gas, are carried out on the basis of contracts governed by foreign legislation, such as legislation relating to the EU region (Croatian law, Greek law, Bulgarian law, etc.) or specific laws outside the EU.

Therefore, it is necessary to purchase specialized services in the interpretation and implementation of private international law rules, as well as specialized services in the specific legislations of different countries, so that the interests of the company are protected and, at the same time, promoted with the highest degree of professionalism.

The legal assistance services mentioned above, within the framework described, are necessary, but not limited to, for the fulfillment of the necessary and useful formalities:

  • a) Conclusion of Confidentiality agreements;

  • b) Conclusion of Supply framework agreements under which subsequent contracts will be concluded in order to establish the concrete aspects of the transactions (quantities, prices, delivery times, etc.). These agreements differ depending on the source and the supplier/producer.

  • c) Conclusion of natural gas sale and purchase contracts;

  • d) Conclusion of LNG terminal capacity reservation contractsincluding framework agreements for the use of services provided by LNG terminal operatorsnamely: cargo unloading, temporary storage, regasification;

  • e) conclusion of transmission capacity reservation contracts, in transmission networks other than the Romanian NTS (including interconnection points);

F)Acquisition by Romgaz of network user status through certification by energy regulatory authorities in countries where this status is required;

g)

Conclusion framework agreements for the use of transmission networks and capacity reservation;

h) Conclusion of contracts for access to cross-border transmission capacity exchange platforms;

  • i) Reservation of capacity and conclusion of natural gas transmission contracts;

  • j) Registration of ROMGAZ workplaces/branches/subsidiaries outside Romania to comply with foreign legislation, if such registration is required for the exercise of the activity (especially in non-EU premises);

  • k) interpretation of national legislation specific to foreign authorities and companies with which Romgaz will enter into negotiations;

  • l) compliance with the specific legislation of the countries where the companies with which Romgaz will negotiate reside;

  • m) assistance, if necessary, in the negotiation of the points mentioned in points a) – j);

  • n) legal representation before the competent judicial authorities, in the event of possible disagreement(s) with the parties concerned, after exhaustion of the amicable procedures for the settlement of disputes.

Given the complexity of the activity of buying gas, as well as selling quantities of natural gas in the manner described above, the services of advice, assistance and legal representation will cover both aspects of the foreign legislation applicable to each individual case and, where applicable, of the Romanian legislation as a result of the need to protect the interests of Romgaz in this activity.

To note:

In the event that the GMS approves the procurement of such legal services, for the selection of legal advice providers, the basic principles of sector-specific procurement will be considered and observed, namely: a) Non-discrimination ;

  • b) Equal treatment;

  • c) Mutual recognition;

  • d) Transparency;

  • e) Proportionality;

  • f) Liability.

We mention that the approved Romgaz budget for 2022 includes a correlative budgetary allocation for consultancy, assistance and legal representation services.

In order to provide legal advice, assistance and/or external representation services to SNGN ROMGAZ SA mentioned herein, one or more contracts may be concluded with law firms, including associated law firms, for one or more incidental jurisdictions (foreign and/or Romanian).

Consequently, given the necessity and usefulness of awarding these services of legal advice, assistance and/or representation from SNGN Romgaz SA, we ask you to approve this procurement request within the conditions and limitations described herein.

We inform you that the request relating to the acquisition of external services of legal advice, assistance and/or external representation for SNGN Romgaz SA within the framework of the natural gas supply activity has been approved by the Board of administration of SNGN Romgaz SA.

Best regards,

FINANCIAL DIRECTOR Razvan POPESCU

STRATEGY ORIENTATION, INTERNATIONAL RELATIONS AND EUROPEAN FUNDS

Adrian Alexandru MARES

LEGAL DEPARTMENT Endre IOO

HEAD OF LEGAL DEPARTMENT Ionut Bogdan

Shirlene J. Manley