Loan Agreement art. 234 (i) Reg. 5 2018-Raiffeisen

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 30, 2022

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:

§ S.N.G.N. ROMGAZ S.A. concluded a legal document of the kind provided in art. 234 paragraph 1, letter i) of ASF Regulation no. 5/2018 regarding issuers of financial instruments and market operations

Pursuant to art. 234 paragraph 1, letter i) of ASF Regulation no. 5/2018, S.N.G.N. ROMGAZ S.A. reports the conclusion of a legal document the value of which exceeds 10% of the revenue for 2020, as follows:

Ø Today, March 30, 2022, S.N.G.N. ROMGAZ S.A. (as borrower) and Raiffeisen Bank S.A. (as lender), signed the Bank Loan Agreement no. 37843/March 30, 2022 in amount of EUR 325 million as well as the related binding terms and conditions in order to finance part of the acquisition price of all shares issued by (representing 100% of the share capital of) Exxon Mobil Exploration and Production Romania Limited.

Ø This bank loan agreement was signed after obtaining the necessary corporate approvals, namely the approval of the Ordinary General Meeting of Shareholders of S.N.G.N. ROMGAZ S.A. by Resolution no. 12/December 10, 2021, which stipulates as follows:

ü "Article 1: Approves contracting of loans from one or more credit institutions totalling EUR 325 million in order to finance part of the price for the acquisition made by S.N.G.N Romgaz S.A. of all issued shares of (representing 100% of the share capital of) Exxon Mobil Exploration and Production Romania Limited, with the following granting criteria:

· collaterals: no guarantees;

· granting fee: 0 (zero);

· non-utilization fee: 0 (zero);

· early repayment fee: 0 (zero);

· interest rate for loans in EURO: EURIBOR 3M plus % margin per year (% margin in accordance with the best offer if only one loan agreement is concluded or % margin in accordance with the best offers if two loan agreements are concluded);

· loan maturity: 5 years from drawdown;

· loan reimbursement: equal quarterly instalments starting with the first quarter after first drawdown;

· period of use: 3 months from the signing date of the loan agreement. 

ü Article 2: Empowers S.N.G.N. Romgaz S.A. Chief Executive Officer and Chief Financial Officer to sign the loan agreement/agreements provided at article 1 as well as any other documents, certificates, applications to use, notifications and necessary documents pursuant to the previously mentioned agreement/agreements."

Bank Loan Agreement no. 37843/March 30, 2020 was signed in accordance with the conditions approved by the OGMS of S.N.G.N. ROMGAZ S.A. on December 10, 2021.

Aristotel Marius JUDE

Chief Executive Officer