Binding offer to acquire shares of ExxonMobil

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: March 31, 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:

· Binding offer to acquire 100% shares of ExxonMobil Exploration and Production Romania Limited.

Taking into account the letter sent by ExxonMobil Upstream Business Development, on February 15, 2021, providing that, the deadline for buyers to submit the binding offer is March 31, 2021, S.N.G.N. Romgaz S.A. Board of Directors endorsed on March 30, 2021 the binding offer to acquire all shares (representing 100% of the share capital) issued by 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. OMV Petrom S.A. holds the other 50% participating interest, representing rights and obligations under the Concession Agreement for petroleum exploration, development and production in XIX Neptun Deep Block.

The binding offer to acquire all shares (representing 100% of the share capital) issued by ExxonMobil Exploration and Production Romania Limited, as endorsed by S.N.G.N. Romgaz S.A. Board of Directors, was submitted to ExxonMobil Upstream Business Development on March 30,2021.

The binding offer and the conclusion of the transaction to acquire all shares (representing 100% of the share capital) issued by ExxonMobil Exploration and Production Romania Limited are conditional upon approval of the Extraordinary General Meeting of Shareholders of S.N.G.N. Romgaz SA in line with the laws and Romgaz Articles of Incorporation.

Chief Executive Officer Chief Financial Officer Aristotel Marius JUDE Razvan POPESCU