2549009R7KJ38D9RW354-2025-12-31-1-en

SOCIETATEA NAȚIONALĂ DE GAZE NATURALE “ROMGAZ” SA

SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

PREPARED IN ACCORDANCE WITH

THE ORDER OF THE MINISTRY OF PUBLIC FINANCE NO. 2844/2016

CONTENTS:

PAGE:

Statement of comprehensive income

Statement of financial position

Statement of changes in equity

Statement of cash flow

Notes to the financial statements

1. Background and general business

2. Material accounting policies; significant estimates and judgments

3. Revenue and other income

4. Finance income

5. Purchase cost of commodities sold, raw materials and consumables

6. Other gains and losses

7. Depreciation, amortization and impairment expenses

8. Employee benefit expense

9. Finance costs

10. Taxes and duties

11. Income tax

12. Property, plant and equipment

13. Exploration and evaluation for natural gas resources

14. Intangible assets. Right of use assets

15. Inventories

16. Accounts receivable. Contract liabilities

17. Share capital

18. Provisions and retirement benefit obligation

19. Deferred income

20. Trade and other current liabilities

21. Financial risk management

22. Related party transactions and balances

23. Information regarding the members of the administrative, management and supervisory bodies

24. Investment in subsidiaries and associates

25. Other financial investments

26. Cash and cash equivalents

27. Bank borrowings. Bonds

28. Bank deposits other than cash and cash equivalents

29. Guarantees granted by banks

30. Guarantees received from banks

31. Contingencies

32. Auditor’s fees

33. Events after the balance sheet date

34. Authorization of financial statements

S.N.G.N. ROMGAZ S.A.

STATEMENT OF COMPREHENSIVE INCOME

Note

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Revenue

7,579,634

7,531,970

Purchase cost of commodities sold

(111,367)

(119,694)

Finance income

277,534

289,197

Other gains and losses

(69,998)

(26,718)

Net impairment gains/(losses) on trade

receivables

(115,786)

38,479

Changes in inventory of finished goods and work

in progress

(22,761)

47,832

Work performed by the Company and

capitalized

316,882

307,228

Raw materials and consumables used

(188,405)

(180,389)

Depreciation, amortization and impairment

expenses

(685,447)

(604,074)

Employee benefit expense

(1,037,090)

(1,101,776)

Taxes and duties

(1,340,564)

(1,806,601)

Finance cost

(185,207)

(92,410)

Exploration expense

(26,438)

(73,786)

Greenhouse gas certificates expenses

18 b)

(144,874)

(180,752)

Third party services and other costs

(730,550)

(584,331)

Other income

86,134

52,921

Profit before tax

3,601,697

3,497,096

Income tax expense

(463,381)

(406,399)

Profit for the year

3,138,316

3,090,697

Other comprehensive income

Items that will not be reclassified

subsequently to profit or loss

Actuarial gains/(losses) on post-employment

benefits

18 c)

2,498

(8,352)

Income tax relating to items that will not be

reclassified subsequently to profit or loss

(400)

1,336

Total items that will not be reclassified

subsequently to profit or loss

2,098

(7,016)

Other comprehensive income for the year net

of income tax

2,098

(7,016)

Total comprehensive income for the year

3,140,414

3,083,681

These financial statements were authorized for issue by the Board of Directors on March 25, 2026.

Răzvan Popescu Gabriela Trânbițaș

Chief Executive Officer Chief Financial Officer

S.N.G.N. ROMGAZ S.A.

STATEMENT OF FINANCIAL POSITION

Note

December 31, 2025

December 31, 2024

'000 RON

ASSETS

Non-current assets

Property, plant and equipment

5,879,911

5,663,767

Intangible assets

14 a)

10,367

10,617

Investments in subsidiaries

24 a)

10,257,373

7,545,662

Investments in associates

24 b)

18,120

Deferred tax assets

175,573

181,620

Net lease investment

105

Other assets

16 b)

372,982

337,008

Right of use assets

14 b)

22,971

10,179

Other financial investments

5,584

5,616

Total non-current assets

16,742,881

13,772,694

Current assets

Inventories

436,169

381,217

Greenhouse gas certificates

135,229

137,244

Trade receivables

16 a)

655,440

766,565

Bank deposits other than cash and cash equivalents

4,872,957

2,456,527

Other assets

16 b)

46,173

47,623

Net lease investment

111

119

Cash and cash equivalents

1,054,956

1,712,183

Total current assets

7,201,035

5,501,478

Total assets

23,943,916

19,274,172

EQUITY AND LIABILITIES

Equity

Share capital

3,854,224

Reserves

6,306,178

3,712,043

Retained earnings

6,325,847

6,383,910

Total equity

16,486,249

13,950,177

Non-current liabilities

Retirement benefit obligation

18 c)

61,075

191,416

Deferred income

292,638

292,657

Lease liabilities

21,569

8,797

Bank borrowings

27 a)

165,701

484,975

Bonds

27 b)

5,070,513

2,476,433

Other liabilities

869

Provisions

448,018

351,789

Total non-current liabilities

6,060,383

3,806,067

S.N.G.N. ROMGAZ S.A.

STATEMENT OF FINANCIAL POSITION

Note

December 31, 2025

December 31, 2024

'000 RON

Current liabilities

Trade payables

143,832

197,622

Contract liabilities

16 e)

196,935

290,811

Current tax liabilities

10,078

(2,561)

Deferred income

394

486

Provisions

232,117

155,733

Lease liabilities

3,741

3,535

Bank borrowings

27 a)

331,431

323,371

Bonds

27 b)

40,491

24,545

Other liabilities

438,265

524,386

Total current liabilities

1,397,284

1,517,928

Total liabilities

7,457,667

5,323,995

Total equity and liabilities

23,943,916

19,274,172

These financial statements were authorized for issue by the Board of Directors on March 25, 2026.

Răzvan Popescu Gabriela Trânbițaș

Chief Executive Officer Chief Financial Officer

S.N.G.N. ROMGAZ S.A.

STATEMENT OF CHANGES IN EQUITY

capital

Legal

reserve

Geological

quota

reserve

Development

fund reserve

Reinvested

profit

reserve

Reserves for

investments

in strategic

projects

Other

reserves

Retained

earnings

Total

'000 RON

Balance as of January 1, 2025

3,854,224

251,939

486,388

550,564

482,867

1,920,560

19,725

6,383,910

13,950,177

Profit for the year

3,138,316

Other comprehensive income for the

year

2,098

Total comprehensive income for

the year

3,140,414

Increase in reserves **)

180,085

254,584

45,810

2,113,656

(2,594,135)

Dividends distribution *)

(604,342)

Balance as of December 31, 2025

3,854,224

432,024

486,388

805,148

528,677

4,034,216

19,725

6,325,847

16,486,249

Balance as of January 1, 2024

385,422

77,084

486,388

3,812,376

439,112

19,725

6,220,195

11,440,302

Profit for the year

3,090,697

Other comprehensive income for the

year

(7,016)

Total comprehensive income for

the year

3,083,681

Increase in share capital

3,468,802

(3,468,802)

Increase in reserves **)

174,855

231,570

43,755

1,920,560

(2,370,740)

Dividends distribution *)

(24,580)

(549,226)

(573,806)

Balance as of December 31, 2024

3,854,224

251,939

486,388

550,564

482,867

1,920,560

19,725

6,383,910

13,950,177

*) In April 2025 Romgaz’s shareholders approved the distribution of dividends of RON 604,342 thousand (2024: RON 549,226 thousand), dividend per share being RON 0.1568 (year ended December 31, 2024: RON 0.1425). In 2024,

dividends of RON 24,580 were distributed based on an inspection by the National Agency of Fiscal Administration performed during November 2019 - January 2020 on the application of Government Emergency Ordinance no.

114/2018.

**) The increase in reserves was approved by shareholders in 2025. Profit distribution is based on the provisions of Government Ordinance no. 64/2001. The Ordinance is applicable to companies controlled by the Romanian State

and states the reserves that can be set-up, the level of dividends that should be distributed and the terms of such distribution. Reserves for investments in strategic projects were set up based on the changes introduced in 2024

to Government Ordinance no. 64/2001. Development fund reserve may be distributed if the majority shareholder asks for it. The reserve for investments in strategic projects has to be distributed if the funds are not used or

committed by the time the investments funded from this reserve are commissioned. All other reserves are not distributable. According to the legislation in force, the legal reserve and the reinvested profit reserve are set up at

year end and will be subject to shareholders’ approval in the following year.

These financial statements were authorized for issue by the Board of Directors on March 25, 2026.

Răzvan Popescu Gabriela Trânbițaș

Chief Executive Officer Chief Financial Officer

S.N.G.N. ROMGAZ S.A.

STATEMENT OF CASH FLOW

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Cash flows from operating activities

Net profit

3,138,316

3,090,697

Adjustments for:

Income tax expense (note 11)

463,381

406,399

Interest expense (note 9)

159,409

68,302

Income from dividends (note 4)

(45,586)

(30,643)

Unwinding of decommissioning provision (note

9, note 18)

25,798

24,108

Interest income (note 4)

(231,948)

(258,554)

Net loss on disposal of non-current assets (note

16,195

19,897

Change in decommissioning provision

recognized in profit or loss, other than

unwinding (note 18)

26,329

(14,820)

Change in other provisions (note 18)

(83,018)

48,202

Net impairment of exploration assets (note 13)

28,526

26,980

Net impairment of property, plant and

equipment and intangibles

147,907

86,745

Foreign exchange differences

75,571

(200)

Depreciation and amortization

476,415

462,796

Losses from receivables and net movement in

allowances for trade and other receivables

(note 6, note 16 c)

113,666

(38,460)

Net movement in write-down allowances for

inventory (note 6, note 15)

8,699

6,818

Liabilities written off

(385)

(231)

Interest paid

(132,793)

(38,897)

Income taxes paid

(445,095)

(2,163,863)

Cash generated from operations before

movements in working capital

3,741,387

1,695,276

Movements in working capital:

(Increase)/Decrease in inventory

(63,245)

(94,038)

(Increase)/Decrease in trade and other

receivables and other assets

(1,091)

587,577

Increase/(Decrease) in trade and other

liabilities

(218,349)

270,562

Net cash generated by operating activities

3,458,702

2,459,377

S.N.G.N. ROMGAZ S.A.

STATEMENT OF CASH FLOW

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Cash flows from investing activities

Contribution to associates

(18,000)

Investment in subsidiaries

(2,711,711)

(733,522)

Collection from sale of investment in other

entities

Cash placed in bank deposits

(8,141,451)

(8,533,308)

Cash received from bank deposits matured

5,753,874

8,422,922

Loans granted to subsidiaries

(1,330,909)

Interest received

178,292

172,032

Proceeds from sale of non-current assets

1,254

424

Dividends received

45,586

30,643

Acquisition of property, plant and equipment

(687,922)

(688,973)

Acquisition of intangible assets

(6,524)

(1,945)

Acquisition of exploration assets (note 13)

(134,033)

(199,341)

Collection of lease payments

124

109

Subsidies received (note 19)

15,927

Net cash used in investing activities

(5,702,479)

(2,863,941)

Cash flows from financing activities

Cash received from bonds issued (note 27 b)

2,518,717

2,473,574

Repayment of bank borrowings (note 27 a)

(323,388)

(323,312)

Dividends paid

(604,449)

(549,379)

Repayment of lease liability

(4,330)

(2,967)

Net cash generated by/(used in) financing

activities

1,586,550

1,597,916

Net increase/(decrease) in cash and cash

equivalents

(657,227)

1,193,352

Cash and cash equivalents at the beginning of

the year

1,712,183

518,831

Cash and cash equivalents at the end of the

year

1,054,956

1,712,183

These financial statements were authorized for issue by the Board of Directors on March 25, 2026.

Răzvan Popescu Gabriela Trânbițaș

Chief Executive Officer Chief Financial Officer

S.N.G.N. ROMGAZ S.A.

NOTES

1. BACKGROUND AND GENERAL BUSINESS

Information regarding Societatea Națională de Gaze Naturale Romgaz S.A. (the “Company”/“Romgaz”)

Societatea Națională de Gaze Naturale Romgaz S.A. (“S.N.G.N. Romgaz S.A.”/”the Company”/"Romgaz") is a joint

stock company, incorporated in accordance with Romanian legislation. The Company is listed on the Bucharest Stock

Exchange.

The Company’s headquarter is in Mediaş, 4 Constantin I. Motaş Square, 551130, Sibiu County.

The Romanian State, through the Ministry of Energy is the majority shareholder of S.N.G.N. Romgaz S.A. together

with other legal entities and physical persons (note 17).

Romgaz has as main activity:

1. geological research for the discovery of natural gas, crude oil and condensate reserves;

2. operation, production and usage, including trading, of mineral resources;

3. natural gas production for:

• ensuring the storage flow continuity;

• technological consumption;

• delivery in the transmission system.

4. commissioning, interventions, capital repairs for wells equipping the deposits, as well as the natural gas

resources extraction wells, for its own activity and for third parties;

5. electricity production and supply.

2. MATERIAL ACCOUNTING POLICIES; SIGNIFICANT ESTIMATES AND JUDGMENTS

a) Material accounting policies

Statement of compliance

The separate financial statements (“financial statements”) of the Company are prepared in accordance with Ministry

of Public Finance Order no. 2844/2016 to approve accounting regulations in accordance with International Financial

Reporting Standards, with subsequent amendments (MOF 2844/2016). MOF 2844/2016 is in accordance with the IFRS

adopted by the European Union.

For the purpose of the preparation of these financial statements, the functional currency of the Company is deemed

to be the Romanian Leu (RON).

Basis of preparation

The financial statements are prepared on a going concern basis. The principal accounting policies are set out below.

The same accounting policies, methods of computation and presentation were followed in the preparation of these

financial statements as were applied in the most recent annual financial statements.

Accounting is kept in Romanian and in the national currency (Romanian leu). Items included in these financial

statements are denominated in Romanian lei. Unless otherwise stated, the amounts are presented in lei thousand

(RON thousand).

Fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date, regardless of whether that price is directly observable or

estimated using an appropriate valuation technique. In estimating the fair value of an asset or a liability, the

Company takes into account the characteristics of the asset or liability if market participants would take those

characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement

and/or disclosure purposes in these financial statements is determined on such a basis, except for measurements

that have some similarities to fair value but are not fair value, such as net realizable value in IAS 2 “Inventories” or

value in use in IAS 36 “Impairment of assets”.

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on

the degree to which the inputs to the fair value measurements are observable and the significance to the Company

of the inputs to the fair value measurement, which are described as follows:

S.N.G.N. ROMGAZ S.A.

NOTES

• level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the

Company can access at the measurement date;

• level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset

or liability, either directly or indirectly; and

• level 3 inputs are unobservable inputs for the asset or liability.

Subsidiaries

A subsidiary is an entity controlled by the Company. In establishing the existence of control, the Company analyses

the following:

• if it has authority over the invested entity;

• if it is exposed to, or has rights to variable returns from its involvement in the invested entity;

• if it has the ability to use its power over the invested entity to affect these returns.

The investment in a subsidiary is recognized at cost less accumulated impairment, as the case may be.

At reporting date, the Company analyses whether impairment indicators exist in connection with its investment in

subsidiaries. If the value of the investment in a subsidiary was recovered through dividends received in prior periods

from the subsidiary, the investment is further recognized at cost with no analysis of potential impairment indicators.

If the investment in a subsidiary was not recovered in prior periods, the Company analyses the current and future

economic environment against the conditions existing when the Company made the investment in that subsidiary;

worse economic conditions (eg. selling price, fiscal environment) may require an impairment test.

Associates

An associate is an entity over which the Company exercises significant influence through participation in decision

making on financial and operational policies of the entity invested in. Investments are recorded at cost less

accumulated impairment.

Joint arrangements

A joint arrangement is an arrangement of which two or more parties have joint control. Joint control is the

contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant

activities require the unanimous consent of the parties sharing control.

A joint arrangement is either a joint operation or a joint venture.

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights

to the assets, and obligations for the liabilities, relating to the arrangement. Those parties are called joint operators.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights

to the net assets of the arrangement. Those parties are called joint ventures.

Joint operations

The Company recognizes in relation to its interest in a joint operation:

• its assets, including its share of any assets held jointly;

• its liabilities, including its share of any liabilities incurred jointly;

• its revenue from the sale of its share of the output arising from the joint operation;

• its share of the revenue from the sale of the output by the joint operation; and

• its expenses, including its share of any expenses incurred jointly.

As joint operator, the Company accounts for the assets, liabilities, revenues and expenses relating to its interest in

a joint operation in accordance with the IFRSs applicable to the particular assets, liabilities, revenues and expenses.

If the Company participates in, but does not have joint control of, a joint operation it accounts for its interest in

the arrangement in accordance with the paragraphs above if it has rights to the assets, and obligations for the

liabilities, relating to the joint operation.

If the Company participates in, but does not have joint control of, a joint operation, does not have rights to the

assets, and obligations for the liabilities, relating to that joint operation, it accounts for its interest in the joint

operation in accordance with the IFRSs applicable to that interest.

S.N.G.N. ROMGAZ S.A.

NOTES

Standards and interpretations valid for the current period

The following standards and amendments or improvements to existing standards issued by the IASB and adopted by

the EU have entered into force for the current period:

• Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates”: Lack of Exchangeability (applicable

to annual periods beginning on or after January 1, 2025).

The adoption of these amendments, interpretations or improvements to existing standards has not led to changes in

the Company's accounting policies.

Standards and interpretations issued by IASB and adopted by the EU, but not yet effective

At the date of issue of the financial statements, the following standards, amendments or improvements were

adopted by the EU, but not yet effective:

• IFRS 18 “Presentation and Disclosure in Financial Statements” (applicable to annual periods beginning on or

after January 1, 2027);

• Annual Improvements Volume 11 (applicable to annual periods beginning on or after January 1, 2026);

• Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 (applicable to annual

periods beginning on or after January 1, 2026);

• Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS

7 (applicable to annual periods beginning on or after January 1, 2026).

The Company did not adopt these standards, amendments or improvements before their effective dates. The

Company is assessing the potential impact on its financial statements.

In relation to IFRS 18, the standard introduces a revised structure for the statement of comprehensive income,

including mandatory subtotals such as operating profit and profit before financing and income taxes. IFRS 18 also

introduces enhanced requirements for disaggregation and management-defined performance measures (MPMs). As

the Company communicates certain indicators externally (such as EBITDA and EBIT), the standard will require

reconciliations of such measures to the closest IFRS-defined subtotals, together with explanations of their relevance.

The Company will assess the implications and will update these disclosures as implementation progresses.

Standards and interpretations issued by IASB not yet endorsed by the EU

At present, IFRS endorsed by the EU do not significantly differ from IFRS adopted by the IASB except for the following

standards, amendments or improvements to the existing standards and interpretations, which were not endorsed

for use in the EU as at date of publication of financial statements:

• IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (applicable to annual periods beginning on or

after January 1, 2027);

• Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary

Presentation Currency” (applicable to annual periods beginning on or after January 1, 2027);

• Amendments to IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (applicable to annual periods

beginning on or after January 1, 2027).

The Company is currently evaluating the effect that the adoption of these standards, amendments or improvements

to the existing standards and interpretations will have on the financial statements of the Company in the period of

initial application.

Revenue recognition

a) Revenue from contracts with customers

The Company recognizes revenue from the following major sources:

• sale of gas, either from its own production or acquired for resale, and related fulfilment activities (eg.

transmission, storage, distribution services);

• sale of electricity, either from its own production or acquired for resale.

Revenue is measured based on the consideration to which the Company expects to be entitled in a contract with a

customer and excludes amounts collected on behalf of third parties. Revenue is recognized when, or as the Company

transfers the goods or services to the customer, respectively, the client obtains control over them.

Depending on the nature of the goods or services, revenues are recognized over time or at a point in time.

S.N.G.N. ROMGAZ S.A.

NOTES

Contracts concluded by the Company do not contain significant financing components.

The Company does not disclose information about the remaining performance obligations, applying the practical

expedient in IFRS 15, as contracts with customers are generally signed for periods of less than one year and the

revenues are recognized at the amount which the Company has the right to charge.

Revenue from sale of gas and electricity

The Company’s gas contracts include a single performance obligation which is satisfied upon delivery. The

performance obligation includes the gas delivered and the fulfilment activities required to provide the gas to the

customer. Revenue is recognized at the time of delivery to the customer and in line with the amount to which the

Company has the right to invoice. Gas deliveries are invoiced monthly. Revenue from these contracts is recognized

at a point in time on the basis of the actual quantities delivered at the prices fixed in the contracts concluded.

The Company’s electricity contracts include a single performance obligation which is satisfied over the delivery

period as the customer simultaneously receives and consumes electricity. Revenue is recognized at the time of

consumption by the customer and in line with the amount to which the Company has the right to invoice. Electricity

deliveries are invoiced on a monthly basis. Revenue from these contracts are recognized over time for the whole

month on the basis of the actual quantities delivered at the prices fixed in the contracts concluded.

Trade receivables from gas deliveries are generally due within 30 days of invoice issue. These must be guaranteed

by customers through bank letters of guarantee. If customers do not provide such a guarantee, they must ensure

that natural gas is paid in advance.

Trade receivables from the sale of electricity are generally due within 7 days of the date of invoice delivery. These

must be guaranteed by customers through bank letters of guarantee. If customers do not provide such a guarantee,

they must ensure that electricity is paid in advance.

b) Other revenue

Rental revenue for operating lease contracts where the Company operates as lessor is recognized on a straight-line

basis over the lease term, in accordance with the substance of the relevant agreements.

Finance income

Interest income is recognized periodically and proportionally as the respective income is generated, on accrual basis.

Dividends are recognized as income when the legal right to receive them is established.

Finance costs

Finance costs directly attributable to the acquisition, construction or production of qualifying assets, which are

assets that necessarily take a substantial period of time to get ready for their intended use, are added to the cost

of those assets until such time as the assets are substantially ready for their intended use.

If funds borrowed for general corporate purposes are used for the purpose of obtaining a qualifying asset, the

Company determines the amount of borrowing costs eligible for capitalization by applying a capitalization rate to

the expenditures on that asset. The capitalization rate is the weighted average of the borrowing costs applicable to

all borrowings of the Company that are outstanding during the period. However, the Company excludes from this

calculation borrowing costs applicable to borrowings made specifically for the purpose of obtaining a qualifying asset

until substantially all the activities necessary to prepare that asset for its intended use or sale are complete. The

amount of borrowing costs that the Company capitalizes during a period shall not exceed the amount of borrowing

costs it incurred during that period.

Borrowing costs include exchange differences arising from foreign currency borrowings to the extent that they are

regarded as an adjustment to interest costs.

Interest on leasing contracts is not included in the computation of the capitalization rate.

Contract liabilities

Contract liabilities are obligations to transfer goods or services to a customer for which the Company has received

consideration (or an amount of consideration is due) from the customer. If a customer pays consideration, or the

Company has a right to an amount of consideration that is unconditional (ie. a receivable), before the Company

transfers the good or service to the customer, the Company recognizes the contract as a contract liability when the

payment is made or the payment is due (whichever is earlier).

S.N.G.N. ROMGAZ S.A.

NOTES

Exploration expenses

The costs of seismic exploration, geological, geophysical and other similar exploration activities are recognized as

exploration expenses in the statement of comprehensive income in the period in which they arise.

Exploration expenses also include the carrying value of exploration assets that have not identified gas resources and

have been written-off.

Foreign currencies

The functional currency is the currency of the primary economic environment in which the Company operates and

is the currency in which cash is primarily generated and expended. The Company operates in Romania and it has the

Romanian Leu (RON) as its functional currency. The majority of sales and acquisition are in Romanian currency.

In preparing the financial statements of the Company, transactions in currencies other than the functional currency

(foreign currencies) are recorded at the exchange rates prevailing at the dates of the transactions. At each reporting

date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the reporting

date.

Exchange differences are recognized in the statement of comprehensive income in the period in which they arise as

other gains and losses; positive exchange differences are disclosed as gains, while negative differences are disclosed

as losses.

Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated.

Employee benefits

Benefits granted upon retirement

In the normal course of business, the Company makes payments to the Romanian State on behalf of its employees at legal

rates. All employees of the Company are members of the Romanian State pension plan. These costs are recognized in the

statement of comprehensive income together with the related salary costs.

Based on the Collective Labor Agreements applicable within the Company, the Company is liable to pay to its

employees at retirement a number of gross salaries, according to the years worked in the gas industry/electricity

industry. To this purpose, the Company recorded an obligation for benefits upon retirement. This obligation is

updated annually and computed according to actuary methods based on estimates of the average salary, the average

number of salaries payable upon retirement, on the estimate of the period when they shall be paid and it is brought

to present value using a discount factor based on interest related to a maximum degree of security investments. As

the employees retire, the obligation is reduced together with the reversal of the obligation against income.

Current legislation, in force starting 2025, limits to one the number of salaries payable to employees upon

retirement; future Collective Labor Agreements will have to observe legal provisions in force.

Benefits are payable in five annual equal installments.

Gains or actuarial losses are recognized in other comprehensive income. These are changes in the present value of

the defined benefit obligation as a result of statistical adjustments and changes in actuarial assumptions. Any other

changes in the obligation are recognized in the result of the year.

The Company does not operate any other pension scheme or post-retirement benefit plan and, consequently, has no

obligation in respect of pensions.

Employee participation to profit

The Company records in its financial statements a provision related to the fund for employee participation to profit

in compliance with legislation in force, namely Government Ordinance no. 64/2001. According to this, employees

may receive one average base monthly salary as a benefit.

Liabilities related to the fund for employee participation to profit are settled in less than a year and are measured

at the amounts estimated to be paid at the time of settlement.

Provisions

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events,

when it is probable that an outflow of resources embodying economic benefits will be required to settle the

obligation, and a reliable estimate of the amount of the obligation can be made.

Greenhouse gas certificates acquired

The Company recognizes a liability for the obligation to settle actual CO

emissions (provision until greenhouse gas

certificates are purchased, current liability after such certificates are purchased, until their inclusion in the Unique

S.N.G.N. ROMGAZ S.A.

NOTES

Registry of Greenhouse Gas Emissions). The provision is measured at the best estimate of the expenditure required

to settle the present obligation at the balance sheet date. The liability to be settled using certificates on hand is

measured at the carrying amount of those certificates; any excess emission is measured at the market value of

certificates at the period end. The related expense is recognized in the same amount as the liability. Greenhouse

gas certificates purchased during the period are those which will be included in the Unique Registry of Greenhouse

Gas Emissions. They are recognized as current assets (intangible assets) and measured at cost. When the certificates

are included in the Unique Registry, the respective liability is settled and the asset and liability are derecognized.

Provisions for decommissioning of wells

Liabilities for decommissioning costs are recognized due to the Company’s obligation to plug and abandon a well,

dismantle and remove a facility or an item of plant and to restore the site on which it is located, and when a reliable

estimate of that liability can be made.

The Company recorded a provision for decommissioning wells.

This provision was computed based on the estimated future expenditure determined in accordance with local

conditions and requirements. The provision was brought to present value using the cost of debt. The rate and the

estimated costs for decommissioning are updated annually to include any potential changes and the effect of

inflation.

The decommissioning provision is based on the economic life of the fields wells are located on, even if this is longer

than the period of the related concession agreements, as it is considered the period may be extended. Economic life

of fields is determined based on studies submitted to ANRMPSG for approval; based on these studies, ANRMPSG

approves the reserves available on each field, generating the economic life of such fields.

A corresponding item of property, plant and equipment of an amount equivalent to the provision is also recognized.

The item of property, plant and equipment is subsequently depreciated as part of the asset.

The Company applies IFRIC 1 “Changes in Existing Decommissioning, Restoration and Similar Liabilities” related to

changes in existing decommissioning, restoration and similar liabilities.

The change in the decommissioning provision for wells is recorded as follows:

a. subject to b., changes in the liability are added to, or deducted from, the cost of the related asset in the

current period;

b. the amount deducted from the cost of the asset does not exceed its carrying amount. If a decrease in the

liability exceeds the carrying amount of the asset, the excess is recognized immediately in the statement of

comprehensive income;

c. if the adjustment results in an addition to the cost of an asset, the Company considers whether this is an

indication that the new carrying amount of the asset may not be fully recoverable. If it is such an indication,

the Company tests the asset for impairment by estimating its recoverable amount, and accounts for any

impairment loss.

Once the related asset has reached the end of its useful life, all subsequent changes of the liability are recognized in the

income statement in the period when they occur.

The periodical unwinding of the discount is recognized in the comprehensive income as a finance cost, as it occurs.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in

the statement of comprehensive income because it excludes items of income or expense that are taxable or

deductible in other periods and it further excludes items that are never taxable or deductible. The Company’s

liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of

the reporting period.

Deferred tax

Deferred tax is recognized on the differences between the carrying amounts of assets and liabilities in the financial

statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using

the balance sheet liability method.

Deferred tax liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are

generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits

S.N.G.N. ROMGAZ S.A.

NOTES

will be available against which those deductible temporary differences can be utilized. Such assets and liabilities

are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a

business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the

accounting profit.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in associates

and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference

and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets

arising from deductible temporary differences associated with such investments and interests are only recognized

to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of

the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that

it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be

recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which

the liability is settled or the asset realized, based on tax rates and tax laws that have been enacted or substantively

enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax

consequences that would follow from the manner in which the Company expects, at the reporting date, to recover

or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets

against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the

Company intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax for the period

Current tax for the period is recognized as an expense in the statement of comprehensive income. Deferred tax for

the period is recognized as an expense or income in the statement of comprehensive income, except when they

relate to items credited or debited directly to equity, in which case the tax is also recognized directly in equity, or

where it arises from the initial accounting for a business combination. In the case of a business combination, the tax

effect is taken into account in calculating goodwill or in determining the excess of the acquirer’s interest in the net

fair value of the acquirer’s identifiable assets, liabilities and contingent liabilities over cost.

Property, plant and equipment

(1) Cost

(i) Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment

losses. The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable

to bringing the asset into the location and condition necessary for it to be capable of operating in the manner

intended by management and the initial estimate of any decommissioning obligation. The purchase price or

construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the

asset.

(ii) Cushion gas

This is a quantity of natural gas constituted as a reserve at the level of gas storages, physically recoverable, which

ensures the optimum conditions necessary to maintain their technical-productive flow characteristics.

(iii) Development expenditure

Expenditure on the construction, installation and completion of infrastructure facilities such as platforms, pipelines

and the drilling of development wells, including the commissioning of wells, is capitalized within property, plant

and equipment and is depreciated from the commencement of production as described below in the property, plant

and equipment accounting policies.

(iv) Maintenance and repairs

The Company does not recognize within the assets’ costs the current expenses and the accidental expenses for that asset.

These costs are expensed in the period in which they are incurred.

The costs for current maintenance are mainly labor costs and consumables and also small inventory items. The purpose of

these expenses is usually described as “repairs and maintenance” for property, plant and equipment.

The expenses with major activities, inspections and repairs comprise the replacement of the assets or other asset’s

parts, the inspection cost and major overhauls. These expenses are capitalized if an asset or part of an asset, which

S.N.G.N. ROMGAZ S.A.

NOTES

was separately depreciated, is replaced and is probable that they will bring future economic benefits for the

Company. If part of a replaced asset was not considered as a separate component and, as a result, was not separately

depreciated, the replacement value will be used to estimate the net book value of the asset which is replaced and

is immediately written-off. The inspection costs associated with major overhauls are capitalized and depreciated

over the period until next inspection.

The costs for major overhauls for wells are also capitalized and depreciated using the unit of production depreciation

method.

All other costs with the current repairs and usual maintenance are recognized directly in expenses.

(2) Depreciation

The depreciable amount of a tangible asset is the cost less the residual value of the asset. The residual value is the

estimated value that the Company would currently obtain from the disposal of an asset, after deducting the

estimated costs associated with the disposal if the asset would already have the age and condition expected at the

end of its useful life.

For directly productive tangible assets (ie. production wells), the Company applies the depreciation method based

on the unit of production (UoP) in order to reflect in the statement of comprehensive income, an expense

proportionate with the production obtained from the total natural gas reserve certified at the beginning of the

period. According to this method, the carrying value of each production well is depreciated according to the ratio

of the natural gas quantity extracted during the period compared to the proved developed reserves at the beginning

of the period.

Assets representing cushion gas are not depreciated, as it is expected that the residual value exceeds their cost.

For indirectly productive tangible assets and storage assets, depreciation is computed using the straight-line method

over the estimated useful life of the asset as follows:

Asset Years

Gas properties (others than the properties with UoP depreciation) 1 - 50

Buildings 1 - 70

Fixtures, fittings and office equipment 1 – 18

Plant, machinery and equipment 1 – 30

Storage assets 2 - 36

Land is not depreciated as it is considered to have an indefinite useful life.

Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet

determined, are carried at historical cost, less any recognized impairment loss. Depreciation of these assets, on the

same basis as other property assets, commences when the assets are ready for their intended use.

Items of tangible fixed assets that are disposed of are eliminated from the statement of financial position along with

the corresponding accumulated depreciation and impairment. Any gain or loss resulting from such retirement or

disposal is included in other gains and losses.

For items of tangible fixed assets that are retired from use, but not written off by reporting date, an impairment

adjustment is recorded for the carrying value at the time of retirement.

(3) Impairment

Non-current assets must be recognized at the lower of the carrying amount and recoverable amount. If and only if

the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset should be

reduced to be equal to its recoverable amount. Such a reduction represents an impairment loss that is recognized

in the result of the period.

Thus at the end of each reporting period, the Company assesses whether there is any indication of impairment of

assets, whether at individual asset level or at cash-generating unit level. If such indication is identified, the Company

tests the assets to determine whether they are impaired.

Company’s assets are allocated to cash-generating units. The cash-generating unit is the smallest identifiable asset

group that generates independent cash inflows to a large extent from cash inflows generated by other assets or asset

groups. The Company considers each commercial field as a separate cash-generating unit.

All gas storages held by the Company leased to Depogaz are considered as part of a single cash-generating unit, as

the tariffs are set by analyzing the storage activity as a whole, not every single storage site.

S.N.G.N. ROMGAZ S.A.

NOTES

The Company operates a single power plant, which is considered an independent cash generating unit.

In 2025 and 2024, the Company did not conduct an impairment test in the Upstream segment (for onshore

operations), as it did not identify any impairment indicators.

No impairment indicators were identified related to the investment in Romgaz Black Sea Limited.

In 2025 and 2024, no impairment indicators were identified in relation to the power plant.

Recoverable amount is the largest of the fair value of an asset or a cash-generating unit less costs associated with

disposal and its value in use.

Exploration and evaluation assets

(1) Cost

Natural gas exploration (other than seismic, geological, geophysical and other similar activities), evaluation and

development expenditure is accounted for using the principles of the successful efforts method of accounting.

Costs directly associated with an exploration well are initially capitalized as an asset until the drilling of the well is

complete and the results have been evaluated. These costs include employee remuneration, materials and fuel used,

drilling costs and payments made to contractors. If potentially commercial quantities of hydrocarbons are not found,

the exploration well is impaired in the statement of financial position until the National Regulatory Authority for

Mining, Petroleum and Geological Storage of Carbon Dioxide (Autoritatea Națională de Reglementare în Domeniul

Minier, Petrolier și al Stocării Geologice a Dioxidului de Carbon – ANRMPSG) approvals are obtained in order to be

written off; the impairment allowance previously recorded is released against the cost of the asset. If hydrocarbons

are found and, subject to further evaluation activity, are likely to be capable of commercial development, the costs

continue to be carried as an asset. Costs directly associated with evaluation activity, undertaken to determine the

size, characteristics and commercial potential of a reservoir following the initial discovery of hydrocarbons, including

the costs of evaluation wells where hydrocarbons were not found, are initially capitalized as an asset. All such

carried costs are subject to technical, commercial and management review at least once a year to confirm the

continued intent to develop or otherwise extract value from the discovery. When this is no longer the case, an

impairment is recorded for the assets, until the completion of the legal steps necessary for them to be written off.

When proved reserves of natural gas are determined and development is approved by management, the relevant

asset is transferred to property, plant and equipment other than exploration and evaluation assets.

(2) Impairment

At each reporting date, the Company's management reviews its exploration and evaluation assets and establishes

the necessity for recording in the financial statements an impairment loss in these situations:

• the period for which the Company has the right to explore in the specific area has expired during the period

or will expire in the near future, and is not expected to be renewed;

• substantive expenditure on further exploration for and evaluation of gas resources in the specific area is

neither budgeted nor planned;

• exploration for and evaluation of gas resources in the specific area have not led to the discovery of

commercially viable quantities of gas resources and the Company has decided to discontinue such activities

in the specific area;

• sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the

carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful

development or by sale.

Intangible assets

(1) Cost

Licenses for software, patents and other intangible assets are recognized at acquisition cost.

Intangible assets are not revalued.

(2) Amortization

Patents and other intangible assets are amortized using the straight-line method over their useful life, but not

exceeding 20 years. Licenses related to the right of use of computer software are amortized over a period of 3 years.

Inventories

Inventories are recorded initially at cost of production, or acquisition cost, as the case may be. The cost of finished

S.N.G.N. ROMGAZ S.A.

NOTES

goods and production in progress includes materials, labour, expenses incurred in bringing the finished goods at the

location and in the existent form and related indirect production costs (based on the normal operating capacity).

Write down adjustments are booked against slow moving, damaged and obsolete inventory, when necessary.

At each reporting date, inventories are measured at the lower of cost and net realizable value. The net realizable

value is estimated based on the selling price less any completion and selling expenses. The cost of inventories is

assigned by using the weighted average cost formula.

Financial assets and liabilities

The Company’s financial assets include cash and cash equivalents, trade receivables, other receivables, loans

granted, bank deposits with a maturity from acquisition date of over three months and investments in equity

instruments.

Financial liabilities include interest-bearing bank borrowings, overdrafts, bonds and trade and other payables.

For each item, the accounting policies on recognition and measurement are disclosed in this note.

Cash and cash equivalents include petty cash, cash in current bank accounts and short-term deposits with a maturity

of less than three months from the date of acquisition.

The Company recognizes a financial asset or financial liability in the statement of financial position when and only

when it becomes a party to the contractual provisions of the instrument. Upon initial recognition, financial assets

are classified at amortized cost or measured at fair value through profit or loss. The classification depends on the

Company's business model for managing the financial assets and their contractual cash flows.

The Company does not have financial assets measured at fair value through other comprehensive income.

On initial recognition, financial assets and financial liabilities are measured at fair value plus or minus, in the case

of assets and liabilities measured at amortized cost, transaction costs that are directly attributable to the acquisition

or issue of the financial asset or financial liability.

Receivables resulting from contracts with customers represent the unconditional right of the Company to a

consideration. The right to a consideration is unconditional if only the passage of time is required before payment

of the consideration is due. These are measured at initial recognition at the transaction price.

The amortized cost of a financial asset or financial liability is the amount at which the financial asset or financial

liability is measured at initial recognition minus principal repayments plus or minus cumulative depreciation using

the effective interest method for each difference between the initial amount and the amount at maturity and, for

financial assets, adjusted for any loss allowance impairment.

Any difference between the initial amount and the amount at maturity is recognized in the statement of

comprehensive income for the period of the borrowings or bonds using the effective interest method.

Financial instruments are classified as liabilities or equity in accordance with the nature of the contractual

arrangement. Interest, dividends, gains and losses on a financial instrument classified as a liability are reported as

expense or income. Distributions to holders of financial instruments classified as equity are recorded directly in

equity.

Financial instruments are offset when the Company has a legally enforceable right to offset and intends to settle

either on a net basis or to realize the asset and discharge the obligation simultaneously.

Impairment of financial assets

Financial assets, other than those at fair value through profit and loss, are assessed for impairment at each reporting

period.

Except for trade receivables, the Company measures the loss allowance for a financial instrument at an amount

equal to the lifetime expected credit losses if the credit risk associated with the financial instrument, has increased

significantly since initial recognition. If, at the reporting date, the credit risk for a financial instrument has not

increased significantly since the initial recognition, the Company measures the loss allowance for that financial

instrument at a value equal to 12 month expected credit losses.

The loss allowance on trade receivables resulting from transactions that are subject to IFRS 15 is measured using

the simplified approach.

The Company measures the expected credit losses of a financial instrument in a manner that reflects reasonable

and supportable information that is available without undue cost or effort at the reporting date about past events,

current conditions and forecasts of future economic conditions.

The carrying amount of the financial asset, other than those at fair value through profit or loss, is reduced through

the use of an allowance account.

S.N.G.N. ROMGAZ S.A.

NOTES

De-recognition of financial assets and liabilities

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire,

or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another

entity.

The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged,

cancelled or they expire.

Reserves

Reserves include:

• legal reserves, which are used annually to transfer to reserves up to 5% of the statutory profit, but not more

than 20% of the statutory share capital of the Company;

• development fund reserves, which represent allocations from profit in accordance with Government

Ordinance no. 64/2001, paragraph (g); the reserve is set up from net profit, as a balance after all other

reserves are set up;

• reserves from reinvested profit, set up based on the Fiscal Code. The amount of profit that benefited from

tax exemption under the fiscal legislation less the legal reserve, is distributed at the end of the year by setting

up the reserve;

• geological quota reserve, non-distributable, set up until 2004. Geological quota reserve set up after 2004 is

distributable and presented in retained earnings. Geological quota set up after 2004 is allocated together

with the profit allocation, as approved by the General Meeting of Shareholders, based on depreciation,

respectively write-off of the assets financed using the development quota;

• other non-distributable reserves, set up from retained earnings representing translation differences recorded

at transition to IFRS. These reserves are set up in accordance with MOF 2844/2016;

• reserves for investments in strategic projects are set up in accordance with Government Ordinance no.

64/2001 for the difference between the general dividend payout ratio requested by the Government and the

lower ratio approved for the Company to support major investments of national interest to increase the energy

capacity of Romania.

Government grants

Grants are non-reimbursable financial resources given by a government to the Company with the condition of

meeting certain criteria. Grants include grants related to assets and grants related to income.

Grants related to assets are government grants for whose primary condition is that the Company should purchase,

construct, or otherwise acquire long-term assets.

Grants related to income are government grants other than those related to assets.

Grants are not recognized until there is reasonable assurance that:

(a) the Company will comply with the conditions attaching to it; and

(b) grants will be received.

Grants related to assets are presented in the statement of financial position as “Deferred revenue”, which is then

recognized in profit or loss on a systematic basis over the useful life of the asset.

Grants related to income are recognized in the statement of profit or loss under "Other income", as the related

expenses are recorded. Until the time the expense occurs, the grant received is recognized as “Deferred revenue”.

If a government grant becomes receivable as compensation for expenses or losses incurred in a previous period, the

Company recognizes such grant in the profit or loss of the period in which it becomes receivable.

b) Significant estimates and judgments

The preparation of the financial information requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the end of

reporting date, and the reported amounts of revenue and expenses during the reporting period. Actual results could

vary from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions

to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only

that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical estimates and judgments that the management has made in the process of applying

S.N.G.N. ROMGAZ S.A.

NOTES

the Company’s accounting policies, and that have the most significant effect on the amounts recognized in the

financial statements.

Judgment related to government grants related to income

Government Emergency Ordinance no. 27/2022 as subsequently amended (GEO 27) included the obligation of the

Company to sell the electricity it produced at a regulated price. According to GEO 27, electricity producers had to

calculate a contribution to the Energy Transition Fund. For the period January 1, 2023-March 31, 2024, if the value

of the CO

certificates related to the energy sold at the regulated price exceeded the contribution to the Energy

Transition Fund, electricity producers were entitled to receive the excess. Until December 2025, the legislation did

not provide for the mechanism to request these amounts from the Romanian State nor the competent authority for

the settlement of such requests. As such, the right to receive the grant is not enforceable. The Company initiated

legal action for the recovery of these amounts.

The government does not act as a shareholder or a client of the Company in this matter. As such, the relevant

standard considered in the accounting of the grant is IAS 20.

By December 31, 2025 the Company should receive RON 188,260 thousand. Until the amount becomes virtually

certain, the Company discloses the grant as a contingent asset.

Estimates related to impairment losses on trade receivables

At each period end, the Company evaluates the risks attached to current and overdue receivables and the probability

of such risks to materialize. The Company’s receivables are generally due in maximum 30 days from the date of

issue. Based on the information available at period end and previous experience, the Company estimates the lifetime

expected credit loss of receivables, both current and overdue, on a client-by-client basis and records appropriate

impairment losses (note 16).

Judgment related to the exploration expenditure on undeveloped fields

If field works prove that the geological structures are not exploitable from an economic point of view or that they

do not have hydrocarbon resources available, an impairment is recorded. The impairment assessment is performed

based on geological experts’ technical expertise.

Estimates related to developed proved reserves

The Company applies the unit-of-production depreciation method for gas producing wells in order to reflect in the

income statement an expense proportionate with the production obtained from the total developed proved natural

gas reserve at the beginning of the period. According to this method, the carrying value of each production well is

depreciated according to the ratio of the natural gas quantity extracted during the period compared to the gas

reserve at the beginning of the period. The gas reserves are updated annually by ANRMPSG-certified internal experts

according to internal policies and assessments that are based on certifications of ANRMPSG.

The estimated developed proved gas reserves are a key input in management’s impairment indicators assessment of

assets within the Upstream segment.

Periodically, Romgaz engages a reputable international company to perform an independent assessment of its gas

reserves, the most recent one being as of December 31, 2023. However, the depreciation of producing wells and the

assessment of impairment indicators are based on the developed proved gas reserves estimated by Romgaz’ internal

experts and certified by ANRMPSG.

If gas reserves increased by 5%, the depreciation charge of assets depreciated using the unit of production method

would be RON 9,944 thousand lower than current levels (2024: RON 8,932 thousand).

If gas reserves decreased by 5%, the depreciation charge of assets depreciated using the unit of production method

would be RON 10,941 thousand higher than current levels (2024: RON 9,857 thousand).

Estimates related to the decommissioning provision

Liabilities for decommissioning costs are recognized for the Company’s obligation to plug and abandon a well,

dismantle and remove a facility or an item of plant and to restore the site on which it is located, and when a reliable

estimate of that liability can be made.

This provision is computed based on the estimated future expenditure determined in accordance with local

conditions and requirements and it is brought to present value using the cost of debt. The rate and estimated

decommissioning costs are updated annually (note 18).

Costs to plug and abandon a well are calculated as an average of current year’s costs actually incurred for such

activities. These costs are brought to present value over the period over which the Company believes the field will

S.N.G.N. ROMGAZ S.A.

NOTES

be economically viable, even if the current term of concession agreements is shorter, as the Company believes there

is a high probability it will be able to extend the term of the agreements.

If economic life of existing concession agreements increased by 5 years, the decommissioning provision would

decrease by RON 104,786 thousand (2024: RON 69,137 thousand).

If economic life of existing concession agreements decreased by 5 years, the decommissioning provision would

increase by RON 119,318 thousand (2024: RON 78,437 thousand).

Estimates related to the retirement benefit obligations

Under the Collective Labor Agreement applicable within the Company, the Company must pay its employees when

they retire a multiplicator of the gross salary, depending on the seniority within the gas industry/electricity industry.

This obligation is updated annually. It is calculated based on actuarial methods to estimate the average wage, the

average number of employees to pay at retirement, the estimate of the period when they will be paid and is brought

to present value using a discount factor based on interest on investments with the highest degree of safety

(government bonds) (note 18).

Current legislation, in force starting 2025, limits to one the number of salaries payable to employees upon

retirement; future Collective Labor Agreements will have to observe legal provisions in force. See note 18 c) for

further information.

The Company does not operate any other pension plan or retirement benefits, and therefore has no other obligations

relating to pensions.

Judgment on depreciation and expected useful lives of property, plant and equipment

The energy transition may curtail the expected useful lives of the Company’s assets thereby accelerating

depreciation charges. However, it is expected that most of the existing assets will likely have immaterial carrying

values by 2050. The Company’s core strategy is focused on its upstream segment and will continue to have an

important part of the Company’s activities over that period. Therefore, management does not expect the useful

lives of the Company’s property, plant and equipment to change. Significant capital expenditure is still required for

ongoing projects as well as renewal and/or replacement of aged assets and therefore the useful lives of future

capital expenditure may be different.

If useful life of property, plant and equipment depreciated on a straight-line basis increased by 5%, depreciation for

the year would have decreased by RON 7,582 thousand (2024: RON 4,360 thousand).

If useful life of property, plant and equipment depreciated on a straight-line basis decreased by 5%, depreciation

for the year would have increased by RON 8,525 thousand (2024: RON 13,171 thousand).

Judgment related to impairment of assets

The Company assesses whether indications of impairment exist both at CGU level and for individual assets.

Impairment indicators considered at CGU level (onshore gas business) include: significant changes in developed

proved gas reserves, analysis of profitability of existing fields, regulations related to gas prices, regulations on tax

environment and decisions to end existing concessions.

Impairment indicators for individual assets include lack of production, decisions to abandon or write-off an individual

asset.

Impairment indicators considered in the electricity segment include lower electricity prices, period until the plant

will be in operation, level of output, level of taxation impacting the business. The assumptions used for prices are

based on management’s best estimate, considering specifics of local market as well as the correlation between the

local and regional markets.

Impairment indicators considered for the investment in subsidiaries include lower price levels than the prices

estimated when the Company decided to invest in a subsidiary and higher taxation levels that may cause lower

future profits. No such impairment indicators were identified in connection with the Company’s investments in

subsidiaries.

Judgment related to the residual value of the cushion gas

Cushion gas is recorded at cost. The Group estimates that future gas prices (ie. residual value) will exceed the cost

of the cushion gas. Therefore, the cushion gas is not depreciated.

Contingencies

By their nature, contingencies end only when one or more uncertain future events occur or not. In order to determine

S.N.G.N. ROMGAZ S.A.

NOTES

the existence and the potential value of a contingent element, is required to exercise the professional judgment

and the use of estimates regarding the outcome of future events (note 32).

Judgments related to the application of Pillar Two

In December 2023, the Romanian Parliament enacted legislation to implement the Pillar Two Model rules. The

legislation is effective for the Company from January 1, 2024 and includes an income inclusion rule and a qualified

domestic minimum top-up tax, which together are designed to ensure a minimum effective tax rate of 15% in each

country in which the companies in the Romgaz Group operate.

The Romgaz Group is formed of Societatea Națională de Gaze Naturale Romgaz S.A., as ultimate parent company,

and its fully owned subsidiaries S.N.G.N. ROMGAZ S.A. - Filiala de Înmagazinare Gaze Naturale DEPOGAZ Ploiești

S.R.L. (“Depogaz”),Romgaz Black Sea Limited and Romgaz Trading S.R.L. and Romgaz Trading S.R.L. Depogaz is the

main gas storage operator in Romania. Romgaz Black Sea Limited holds 50% of the rights and obligations for the

Neptun Deep offshore block.

The Romanian legislation includes an initial phase of exclusion from the income inclusion rule for multinational

groups subject to the additional tax or national additional tax, by which the tax will be reduced to zero in the first

5 years of the initial phase of the international activity of the multinational group. The initial phase of the

international activity started on January 1, 2024.

A multinational group shall be considered to be in the initial phase of its international activity if, for a financial

year:

a) it has constituent entities in no more than 6 jurisdictions; and

b) the sum of the carrying value of the tangible assets of all the constituent entities of the multinational group

having their headquarters in all jurisdictions, except the reference jurisdiction, does not exceed EUR 50,000

thousand. The reference jurisdiction represents the jurisdiction in which the constituent entities of the multinational

group have the highest total carrying value of tangible assets in the financial year in which the multinational group

initially falls within the scope of the law. The total value of tangible assets in a jurisdiction is the sum of the carrying

amount of all tangible assets of all constituent entities of the multinational group that are established in that

jurisdiction.

Romgaz Group is a multinational group, as Romgaz Black Sea Limited is a company incorporated in the

Commonwealth of the Bahamas and Romgaz Trading S.R.L. is a company incorporated in the Republic of Moldova.

However, Romgaz Black Sea Limited has no operations outside Romania, the company being involved in only one

project, namely the development of the Neptun Deep project in Romania. Romgaz Trading S.R.L. has no current

activity. As such, all tangible assets are located in Romania, which is considered to be the reference jurisdiction.

Considering the above, the Group did not recognize any additional income tax from the application of Pillar Two

Model rules. The Group notified the tax authorities on being in its initial phase of international activity.

Judgments made in assessing the impact of climate change and the transition to a lower carbon economy

Romgaz pays special attention to decarbonization policies, to its contribution to achieving the decarbonization

targets assumed by the Paris Agreement and to the implementation of the legislation related to the European

Commission's Green Deal package. The Company's current strategy for the period 2022-2030 includes a series of

directions of action to reduce carbon emissions. Moreover, Romgaz developed a decarbonization strategy through

which a framework plan of long-term actions/projects/investments was defined in order to achieve the

decarbonization targets. The Company’s strategy will also be updated after the completion of the decarbonization

strategy, in close correlation with it.

At the same time, taking into account a series of European legal acts related to the Green Deal policies that came

into force in 2024 and which involve a series of obligations on natural gas producers, Romgaz has initiated the

following steps:

a) Implementing Regulation (EU) No. 2024/1735 of the European Parliament and of the Council of June 13, 2024

on establishing a framework of measures for strengthening Europe’s net-zero technology manufacturing

ecosystem and amending Regulation (EU) 2018/1724 (NZIA Regulation)

The NZIA Regulation includes a chapter on carbon capture, transport and storage technology, the intention of which

is to accelerate and facilitate investments in such technologies.

It also sets a target of at least 50 million tons of CO

per year in storage capacity in depleted oil and gas fields and

in saline aquifers. In order to achieve this target, Article 23 (1) provides for oil and gas producers in the European

Union to create and make available, by 2030, CO

storage capacities, established by the European Commission and

calculated proportionally to the share of oil and natural gas production at EU level between January 1, 2020 and

December 31, 2023. NZIA imposes oil and gas producers in the European Union to provide by 2030 a 50 Mtpa CO₂

storage capacity of which Romania is accountable for 10.25 Mtpa, and Romgaz, has a capacity contribution obligation

S.N.G.N. ROMGAZ S.A.

NOTES

of 4.12 Mtpa.

In order to implement the requirements of this regulation, and from the perspective of a potential diversification of

the Company's business and the orientation towards activities with a low carbon footprint, Romgaz will start an

analysis on the opportunity and technical feasibility of transforming depleted natural gas fields into CO

storage

sites.

At the same time, taking into account the obligation imposed by the NZIA Regulation, the Company will continue

the steps towards the implementation of carbon capture and storage (CCS) projects if the technical, economic and

commercial studies and analyses demonstrate the feasibility of such investments.

Romgaz filed with the Court of Justice of the European Union a direct action against the European Commission. The

Company is primarily seeking the repeal of Delegated Regulation No. 1477/2025 supplementing Regulation (EU)

2024/1735 of the European Parliament and of the Council and the annulment of Commission Decision (EU) 2025/1479

of 22 May 2025 specifying pro-rata contributions to the Union CO₂ injection capacity objective by 2030 from oil and

gas producers in the European Union.

b) Implementing Regulation (EU) 2024/1787 of the European Parliament and of the Council of June 13, 2024 on

the reduction of methane emissions in the energy sector and amending Regulation (EU) 2019/942 (REM

Regulation)

The REM Regulation establishes strict rules for the European energy sector on (i) the measurement and reporting of

methane emissions, (ii) the periodic monitoring of installations/equipment to detect gas leaks early and eliminate

them through immediate interventions, (iii) the limitation of the release of methane into the atmosphere and (iv)

actions to reduce emissions from inactive or abandoned wells.

The implementation of the REM Regulation represents a challenge for the Company in the context in which the

company operates one of the largest and most complex natural gas extraction infrastructures located throughout

the country, much of this infrastructure having a remarkable age. However, given the importance of adopting the

measures provided for by the REM Regulation both from an environmental point of view and from that of reducing

losses and increasing efficiency, the necessary steps were taken to implement the provisions of the Regulation.

NZIA Regulation and REM Regulation did not lead to the recognition of any impairment on current gas fields or to

the reduction of gas reserves. Gas is a transition fuel and management believe such regulations will not lead to

accelerated closure of existing fields.

The Company is monitoring the evolution of regulations at EU and national level and continuously assesses their

impact on its activities. Currently, the Company does not consider climate change will have a significant effect on

the useful life on property, plant and equipment, decommissioning provision, impairment or other general provisions.

3. REVENUE AND OTHER INCOME

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Revenue from gas sold, including fulfilling

activities - own production

6,908,725

6,886,938

Revenue from gas sold – other arrangements

22,888

25,471

Revenue from gas acquired for resale

23,273

20,351

Revenue from electricity

382,055

374,990

Revenue from services

30,422

30,626

Revenue from sale of goods

116,533

96,879

Other revenues from contracts

1,152

708

Total revenue from contracts with customers

7,485,048

7,435,963

Revenues from rental activities

94,586

96,007

Total revenue

7,579,634

7,531,970

Other operating income

86,134

52,921

Total revenue and other income

7,665,768

7,584,891

S.N.G.N. ROMGAZ S.A.

NOTES

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Revenue at a point in time

7,072,619

7,030,387

Revenue over time

412,429

405,576

Total revenue from contracts with customers

7,485,048

7,435,963

4. FINANCE INCOME

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Income from dividends

45,586

30,643

Interest income

231,948

258,554

Total

277,534

289,197

Interest income is derived from the Company’s investments in bank deposits.

5. PURCHASE COST OF COMMODITIES SOLD, RAW MATERIALS AND CONSUMABLES

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Consumables used

151,344

147,955

Technological consumption

28,501

25,476

Other consumables

8,560

6,958

Total cost of raw materials and consumables

188,405

180,389

Cost of gas acquired for resale, sold

23,270

24,643

Cost of electricity imbalances *)

86,574

93,820

Cost of other goods sold

1,523

1,231

Total cost of commodities sold

111,367

119,694

*) Imbalances are generated when quantities actually delivered are lower than the quantities contracted. The difference must be

purchased.

6. OTHER GAINS AND LOSSES

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Foreign exchange gain

59,119

7,073

Foreign exchange loss

(106,343)

(7,057)

Net gain/(loss) on disposal of non-current assets

(16,195)

(19,897)

Net allowances for other receivables (note 16 c)

2,164

(19)

Net write down allowances for inventory (note

15)

(8,699)

(6,818)

Losses from trade receivables

(44)

Total net gain/(net loss)

(69,998)

(26,718)

S.N.G.N. ROMGAZ S.A.

NOTES

7. DEPRECIATION, AMORTIZATION AND IMPAIRMENT EXPENSES

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Depreciation and amortization

509,014

490,349

out of which:

- depreciation of property, plant and equipment

(note 12)

499,511

481,031

- amortization of intangible assets (note 14 a)

5,908

6,583

- amortization of right-of use assets (note 14 b)

3,595

2,735

Net impairment of property, plant and

equipment, including exploration assets

176,433

113,725

Total depreciation, amortization and

impairment

685,447

604,074

8. EMPLOYEE BENEFIT EXPENSE

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Wages and salaries

1,014,259

962,776

Social security charges

37,661

34,577

Meal tickets

43,058

44,201

Other benefits according to collective labor

contract

34,814

33,773

Effect of change in retirement benefit

obligation (note 18 c)

(113,629)

5,343

Private pension payments

10,149

10,325

Private health insurance

10,778

10,781

Total employee benefit expense

1,037,090

1,101,776

9. FINANCE COSTS

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Interest expense

159,409

68,302

Unwinding of the decommissioning provision

(note 18 a)

25,798

24,108

Total

185,207

92,410

10. TAXES AND DUTIES

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Royalties

538,254

572,691

Windfall tax

767,190

1,201,360

Energy transition fund

13,461

23,626

Other taxes and duties

21,659

8,924

Total

1,340,564

1,806,601

S.N.G.N. ROMGAZ S.A.

NOTES

11. INCOME TAX

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Current tax expense

457,734

449,144

Deferred income tax (income)/expense

5,647

(42,745)

Income tax expense

463,381

406,399

December 31, 2025

December 31, 2024

'000 RON

Current income tax liability

26,687

14,048

Solidarity contribution

(16,609)

Current tax liability

10,078

(2,561)

The tax rate used for the reconciliations below for the year ended December 31, 2025 respectively year ended

December 31, 2024 is 16% payable by corporate entities in Romania on taxable profits.

The total current tax expense for the period can be reconciled to the accounting profit as follows:

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Accounting profit before tax

3,601,697

3,497,096

Income tax expense calculated at 16%

576,272

559,535

Effect of income exempt of taxation

(66,902)

(57,119)

Effect of expenses that are not deductible in

determining taxable profit

74,948

69,192

Effect of current income tax reduction *)

(76,068)

(79,266)

Effect of tax incentive for reinvested profit

(7,329)

(7,001)

Effect of tax incentive for legal reserves

(28,814)

(27,977)

Effect of the benefit from tax credits, used to

reduce deferred tax expense

(4,834)

(8,220)

Effect of income tax expense related to previous

years

(9,539)

Income tax expense

457,734

449,144

*) Income tax reductions are calculated according to Government Emergency Ordinance no. 153/2020 which a

llows for certain reductions in the level of the income tax if equity is positive or if equity is increased against a

specific period (2020 level or previous year’s level). Reductions vary based on the level of the increase in equity.

S.N.G.N. ROMGAZ S.A.

NOTES

Components of and movement in deferred tax balances

Deferred

tax

(asset)/

liability

December

31, 2023

Recorded

in profit

or loss in

2024

Charged

to OCI in

2024

Deferred

tax

(asset)/

liability

December

31, 2024

Recorded

in profit

or loss in

2025

Charged

to OCI in

2025

Deferred

tax (asset)/

liability

December

31, 2025

'000 RON

Provisions

(106,759)

3,290

(1,336)

(104,805)

(5,620)

400

(110,025)

Property, plant and

equipment

73,565

(29,627)

43,938

(12,037)

31,901

Exploration assets*)

(82,196)

12,055

(70,141)

6,656

(63,485)

Financial investments

(29)

Inventory

(6,508)

(4,666)

(11,174)

(1,392)

(12,566)

Trade receivables and

other receivables

(15,612)

(23,797)

(39,409)

18,040

(21,369)

Total

(137,539)

(42,745)

(1,336)

(181,620)

5,647

400

(175,573)

OCI – other comprehensive income

*) According to the Fiscal Code applicable in Romania, expenses related to location, exploration, development or

any preparatory activity for the exploitation of natural resources, which, according to MOF 2844/2016, are recorded

directly in the result, are recovered in equal rates for a period of 5 years, starting with the month in which the

expenses are incurred. Also, for fixed assets specific to the exploration and production of gas resources, the carrying

tax value of fixed assets written-off is deducted using the tax depreciation method used before their write-off for

the remaining period of depreciation, had the asset not been written-off. All of these costs are treated as assets

only from a tax point of view and generate a deferred tax asset.

S.N.G.N. ROMGAZ S.A.

NOTES

12. PROPERTY, PLANT AND EQUIPMENT

Land and

land

improvements

Buildings

Gas

properties

Plant,

machinery

and

equipment

Fixtures,

fittings and

office

equipment

Storage

assets **)

Exploration

assets

Capital

work in

progress

Total

'000 RON

Cost

As of January 1, 2025

121,424

992,661

7,851,441

1,288,205

118,891

1,642,657

514,383

2,085,910

14,615,572

Additions *)

61,308

333

3,594

138,429

712,238

916,020

Transfers

107

31,337

299,221

106,177

4,943

(441,785)

Disposals

(67)

(3,254)

(132,100)

(24,174)

(3,416)

(30,785)

(88,836)

(5,172)

(287,804)

As of December 31, 2025

121,531

1,020,795

8,079,870

1,370,541

120,418

1,615,466

563,976

2,351,191

15,243,788

Accumulated depreciation

As of January 1, 2025

466,774

5,369,794

922,252

87,245

924,723

7,770,788

Depreciation

29,035

333,857

78,934

9,372

48,313

499,511

Disposals

(1,097)

(42,636)

(26,058)

(3,016)

(28,895)

(101,702)

As of December 31, 2025

494,712

5,661,015

975,128

93,601

944,141

8,168,597

Impairment

As of January 1, 2025

3,180

81,668

551,242

90,611

1,079

14,036

164,371

274,830

1,181,017

Charge ***)

9,932

44,829

4,389

100

24,463

31,264

88,626

203,603

Transfers

47,718

(47,718)

Utilization

(397)

(59,839)

(8)

(52)

(12,809)

(84,437)

(4,628)

(162,170)

Release

(376)

(10,851)

(1,625)

1,562

(5,219)

(2,738)

(7,923)

(27,170)

As of December 31, 2025

3,180

90,827

573,099

93,367

2,689

20,471

108,460

303,187

1,195,280

Carrying value

As of January 1, 2025

118,244

444,219

1,930,405

275,342

30,567

703,898

350,012

1,811,080

5,663,767

As of December 31, 2025

118,351

435,256

1,845,756

302,046

24,128

650,854

455,516

2,048,004

5,879,911

*) Additions of capital work in progress include RON 104,934 thousand related to the new Iernut power plant.

**) Including cushion gas of RON 216,343 thousand. No changes were recorded during the year.

***) The impairment recorded during the year refers to individual assets; such assets are fully impaired, as described in note 2.

S.N.G.N. ROMGAZ S.A.

NOTES

Land and

land

improvements

Buildings

Gas

properties

Plant,

machinery

and

equipment

Fixtures,

fittings and

office

equipment

Storage

assets **)

Exploration

assets

Capital

work in

progress

Total

'000 RON

As of January 1, 2024

119,133

979,244

7,514,730

1,226,602

118,061

1,647,390

340,161

1,907,982

13,853,303

Additions *)

23,827

199,871

743,116

966,829

Transfers

2,291

15,369

475,460

77,529

8,574

(17,836)

(561,387)

Disposals

(1,952)

(162,576)

(15,941)

(7,744)

(4,733)

(7,813)

(3,801)

(204,560)

As of December 31, 2024

121,424

992,661

7,851,441

1,288,205

118,891

1,642,657

514,383

2,085,910

14,615,572

Accumulated depreciation

As of January 1, 2024

441,331

5,082,270

869,561

86,056

876,948

7,356,166

Depreciation

26,641

325,316

67,973

8,929

52,172

481,031

Disposals

(1,198)

(37,792)

(15,282)

(7,740)

(4,397)

(66,409)

As of December 31, 2024

466,774

5,369,794

922,252

87,245

924,723

7,770,788

Impairment

As of January 1, 2024

3,180

81,019

511,694

89,401

1,596

14,374

144,674

281,030

1,126,968

Charge ***)

2,310

55,468

4,572

716

112

29,897

67,521

160,596

Transfers

69,019

(69,019)

Utilization

(356)

(46,732)

(1,402)

(180)

(294)

(7,283)

(3,432)

(59,679)

Release

(1,305)

(38,207)

(1,960)

(1,053)

(156)

(2,917)

(1,270)

(46,868)

As of December 31, 2024

3,180

81,668

551,242

90,611

1,079

14,036

164,371

274,830

1,181,017

Carrying value

As of January 1, 2024

115,953

456,894

1,920,766

267,640

30,409

756,068

195,487

1,626,952

5,370,169

As of December 31, 2024

118,244

444,219

1,930,405

275,342

30,567

703,898

350,012

1,811,080

5,663,767

*) Additions of capital work in progress include RON 209,847 thousand related to the new Iernut power plant.

**) Including cushion gas of RON 216,343 thousand. No changes were recorded during the year.

***) The impairment recorded during the year refers to individual assets; such assets are fully impaired, as described in note 2.

S.N.G.N. ROMGAZ S.A.

NOTES

Rented assets

Carrying value of property plant and equipment rented to third parties:

December 31, 2025

December 31, 2024

'000 RON

Buildings

101,739

111,061

Plant, machinery and equipment

23,822

37,698

Fixtures, fittings and office equipment

526

893

Storage assets

428,496

485,802

Carrying value of rented property plant and

equipment

554,583

635,454

Buildings

Fixtures, fittings

and office

equipment

Plant, machinery

and equipment

Storage assets

Total

'000 RON

Cost

As of January 1,

2025

213,900

7,903

173,025

1,405,945

1,800,773

Additions

3,549

Disposals

(2,130)

(510)

(689)

(20,402)

(23,731)

As of December

31, 2025

211,770

7,393

172,336

1,389,092

1,780,591

Accumulated

depreciation

As of January 1,

2025

101,524

7,001

135,324

908,955

1,152,804

Depreciation

7,598

333

13,876

48,283

70,090

Disposals

(687)

(481)

(686)

(16,660)

(18,514)

As of December

31, 2025

108,435

6,853

148,514

940,578

1,204,380

Impairment

As of January 1,

2025

1,315

11,188

12,515

Charge

1,632

24,463

26,102

Release/

utilization

(1,351)

(2)

(3)

(15,633)

(16,989)

As of December

31, 2025

1,596

20,018

21,628

Carrying value

As of January 1,

2025

111,061

893

37,698

485,802

635,454

As of December

31, 2025

101,739

526

23,822

428,496

554,583

S.N.G.N. ROMGAZ S.A.

NOTES

Buildings

Fixtures, fittings

and office

equipment

Plant, machinery

and equipment

Storage assets

Total

'000 RON

Cost

As of January 1,

2024

214,013

8,163

173,284

1,406,991

1,802,451

Additions

2,194

Disposals

(113)

(260)

(259)

(3,240)

(3,872)

As of December

31, 2024

213,900

7,903

173,025

1,405,945

1,800,773

Accumulated

depreciation

As of January 1,

2024

93,733

6,908

120,751

860,003

1,081,395

Depreciation

7,840

353

14,832

52,164

75,189

Disposals

(49)

(260)

(259)

(3,212)

(3,780)

As of December

31, 2024

101,524

7,001

135,324

908,955

1,152,804

Impairment

As of January 1,

2024

1,315

11,251

12,578

Charge

112

Release/

utilization

(175)

As of December

31, 2024

1,315

11,188

12,515

Carrying value

As of January 1,

2024

118,965

1,246

52,530

535,737

708,478

As of December

31, 2024

111,061

893

37,698

485,802

635,454

Maturity analysis of revenue from rented assets

December 31, 2025

December 31, 2024

'000 RON

Year 1

76,870

84,013

S.N.G.N. ROMGAZ S.A.

NOTES

13. EXPLORATION AND EVALUATION FOR NATURAL GAS RESOURCES

The following financial information represents the amounts included within the Company’s totals relating to activity

associated with the exploration for and evaluation of natural gas resources.

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Seismic, geological, geophysical studies

26,438

73,786

Total exploration expense

26,438

73,786

Net movement in exploration assets’

impairment (net income)/net loss

28,526

26,980

Cash used in exploration investing activities

(134,033)

(199,341)

December 31, 2025

December 31, 2024

'000 RON

Exploration assets included in property, plant

and equipment (note 12)

455,516

350,012

Liabilities included in trade payables

(24,120)

(32,303)

Net assets

431,396

317,709

14. INTANGIBLE ASSETS. RIGHT OF USE ASSETS

a) Intangible assets

2025

2024

'000 RON

Cost

As of January 1

118,808

116,846

Additions

7,320

3,405

Disposals

(10,904)

(1,443)

As of December 31

115,224

118,808

Accumulated amortization

As of January 1

108,191

101,608

Charge

5,908

6,583

Disposals

(9,242)

As of December 31

104,857

108,191

Carrying value

As of January 1

10,617

15,238

As of December 31

10,367

10,617

S.N.G.N. ROMGAZ S.A.

NOTES

b) Right of use assets

2025

2024

'000 RON

Cost

As of January 1

17,531

15,391

Effects of rent index updates

338

640

New contracts

16,290

1,500

Terminated contracts

(1,766)

As of December 31

32,393

17,531

Accumulated amortization

As of January 1

7,352

4,617

Charge

3,595

2,735

Terminated contracts

(1,525)

As of December 31

9,422

7,352

Carrying value

As of January 1

10,179

10,774

As of December 31

22,971

10,179

15. INVENTORIES

December 31, 2025

December 31, 2024

'000 RON

Spare parts and materials

413,495

303,200

Finished goods (gas)

43,893

113,560

Other inventories

1,291

984

Inventories at third parties

56,028

33,312

Write-down allowance for spare parts and

materials

(77,526)

(69,566)

Write-down allowance for other inventories

(1,012)

(273)

Total

436,169

381,217

16. ACCOUNTS RECEIVABLE. CONTRACT LIABILITIES

a) Trade receivables

December 31, 2025

December 31, 2024

'000 RON

Trade receivables

948,786

1,280,462

Allowances for expected credit losses (note 16

(293,346)

(513,897)

Total

655,440

766,565

S.N.G.N. ROMGAZ S.A.

NOTES

b) Other assets

December 31, 2025

December 31, 2024

'000 RON

Loans to subsidiaries

311,019

302,080

Interest on loans to subsidiaries

61,963

34,928

Total other assets (long term)

372,982

337,008

Advances paid to suppliers

2,410

490

Joint operation receivables

6,612

2,932

Other receivables

20,532

28,682

Allowance for expected credit losses other

receivables (note 16 c)

(170)

(169)

Other debtors

44,454

46,667

Allowance for expected credit losses for other

debtors (note 16 c)

(43,883)

(46,048)

Prepayments

10,196

5,637

Subsidies receivable

VAT not yet due

5,931

9,015

Other taxes receivable

417

Total other assets (short term)

46,173

47,623

c) Changes in the allowance for expected credit losses for trade and other receivables and other assets

2025

2024

'000 RON

At January 1

560,114

599,762

Charge in the allowance for other receivables

(note 6)

700

453

Charge in the allowance for trade receivables

144,237

36,366

Write-off against trade receivables *)

(336,337)

(1,188)

Release in the allowance for other receivables

(note 6)

(2,864)

(434)

Release in the allowance for trade receivables

(28,451)

(74,845)

At December 31

337,399

560,114

*) In 2025 the Company wrote-off receivables of RON 336,337 thousand due mainly to the loss of a litigation with

one of the Company’s clients and following the completion of the bankruptcy procedure related to another client of

the Company. Both receivables were fully impaired in previous period.

d) Credit risk exposure for trade and other receivables

December 31, 2025

Gross carrying amount

Expected credit loss

rate

Lifetime expected

credit losses

'000 RON

‘000 RON

Current receivables, including

accrued receivables

601,359

less than 30 days overdue

3,821

83.70

3,198

30 to 90 days overdue

9,400

69.05

6,491

90 to 360 days overdue

26,798

11.12

2,980

over 360 days overdue *)

307,408

91.3

280,677

Total trade receivables

948,786

293,346

Current receivables were collected in 2026, hence no allowance was recorded on December 31, 2025.

S.N.G.N. ROMGAZ S.A.

NOTES

*) Gross carrying amount of trade receivables overdue for over 360 days as of December 31, 2025 of RON 307,408

thousand include RON 157,085 thousand (December 31, 2024: RON 161,531 thousand) that have to be paid by the

Ministry of Energy (for non-household clients) and the Ministry of Labor (for household clients) based on Government

Emergency Ordinance no. 27/2022. As receivables are old, as the legislation in force does not include a deadline for

their payment and as the 2026 state budget does not appear to include sufficient amounts for paying all such

liabilities to all market participants, as at December 31, 2025 the Company impaired these receivables based on the

probability of such receivables not being collected.

December 31, 2024

Gross carrying amount

Expected credit loss

rate

Lifetime expected

credit losses

'000 RON

‘000 RON

Current receivables, including

accrued receivables

749,823

0.00

less than 30 days overdue

14,391

6.08

875

30 to 90 days overdue

1,897

93.83

1,780

90 to 360 days overdue

31,815

98.66

31,390

over 360 days overdue

482,536

99.44

479,852

Total trade receivables

1,280,462

513,897

e) Contract liabilities

Contract liabilities refer to cash received by the Company in advance for future deliveries; usually, advances are

received for deliveries during the following month.

Revenue was recognized in 2025 from the whole amount of outstanding contract liabilities on December 31, 2024.

Changes in contract liabilities on December 31, 2025 compared to December 31, 2024 are mainly caused by clients

opting for providing bank letters of guarantee to Romgaz to secure collections instead of paying for future deliveries

in advance.

17. SHARE CAPITAL

December 31, 2025

December 31, 2024

‘000 RON

3,854,224,000 fully paid ordinary shares (2024:

3,854,224,000 fully paid ordinary shares)

3,854,224

Total

3,854,224

The shareholding structure presenting the main shareholders as at December 31, 2025 is as follows:

No. of shares

Value

Percentage

‘000 RON

(%)

The Romanian State through the

Ministry of Energy

2,698,230,800

2,698,231

70.01

Fondul de Pensii Administrat Privat NN

211,933,514

211,934

5.50

Legal entities

780,032,658

780,032

20.24

Physical persons

164,027,028

164,027

4.25

Total

3,854,224,000

3,854,224

100

The shareholding structure presenting the main shareholders as at December 31, 2024 is as follows:

No. of shares

Value

Percentage

‘000 RON

(%)

The Romanian State through the

Ministry of Energy

2,698,230,800

2,698,231

70.01

Legal entities

962,639,519

962,640

24.98

Physical persons

193,353,681

193,353

5.01

Total

3,854,224,000

3,854,224

100

S.N.G.N. ROMGAZ S.A.

NOTES

All shares are ordinary and were subscribed and fully paid as at December 31, 2025. All shares carry equal voting

rights and have a nominal value of RON 1/share (December 31, 2024: RON 1/share).

18. PROVISIONS AND RETIREMENT BENEFIT OBLIGATION

December 31, 2025

December 31, 2024

'000 RON

Decommissioning provision (note 18 a)

448,018

351,789

Retirement benefit obligation (note 18 c)

61,075

191,416

Total long term provisions and obligations

509,093

543,205

Decommissioning provision (note 18 a)

43,462

28,937

Litigation provision (note 18 b) *)

52,224

6,579

Greenhouse gas certificates provision (note 18 b)

53,551

43,907

Other provisions (note 18 b) **)

82,880

76,310

Total short term provisions

232,117

155,733

Total

741,210

698,938

*) The value of litigating cases in which the Company is involved is estimated at RON 64,473 thousand (December

31, 2024: 41,698), being the maxim exposure of the Company. The Company’s management considers that the

provision of RON 52,224 thousand (December 31, 2024: RON 6,579 thousand) is sufficient, based on current available

information.

**) On December 31, 2025, other provisions of RON 82,880 thousand (December 31, 2024: RON 76,310 thousand)

include the provision for employee’s participation to profit of RON 49,911 thousand (December 31, 2024: RON 46,939

thousand), the provision for taxes of RON 9,118 thousand (December 31, 2024: RON 7,018 thousand), a provision of

RON 6,227 thousand for the variable remuneration of the board of directors and officers with a mandate contract to

which they will be entitled if they meet the key performance indicators approved by shareholders (December 31,

2024: RON 6,939 thousand) and the provision for vacation days not taken of RON 17,624 thousand (December 31,

2024: RON 15,415 thousand).

a) Decommissioning provision

Decommissioning provision movement

2025

2024

'000 RON

At January 1

380,726

405,585

Additional provision recorded against non-

current assets

62,678

23,853

Unwinding effect (note 9)

25,798

24,108

Recorded in profit or loss

26,329

(14,820)

Decrease recorded against non-current assets

(4,051)

(58,000)

At December 31

491,480

380,726

The Company makes full provision for the future cost of decommissioning natural gas wells on a discounted basis

upon installation. The provision for the costs of decommissioning these wells at the end of their economic lives has

been estimated using existing technology, at current prices or future assumptions, depending on the expected timing

of the activity, and discounted using a rate of 7.94% (year ended December 31, 2024: 7.37%). While the provision is

based on the best estimate of future costs and the economic lives of the wells, there is uncertainty regarding both

the amount and timing of these costs.

The increase with 1 percentage point of the discount rate would decrease the decommissioning provision with RON

58,850 thousand (2024: RON 52,698 thousand). The decrease with 1 percentage point of the discount rate would

increase the decommissioning provision with RON 73,014 thousand (2024: RON 66,849 thousand).

The increase with 1 percentage point of the inflation rate would increase the decommissioning provision with RON

76,135 thousand (2024: RON 69,237 thousand). The decrease with 1 percentage point of the inflation rate would

decrease the decommissioning provision with RON 61,902 thousand (2024: RON 55,105 thousand).

S.N.G.N. ROMGAZ S.A.

NOTES

b) Litigation provision, greenhouse gas certificates provision and other provisions

Litigation provision

Greenhouse

gas certificates

provision

Other provisions

Total

‘000 RON

At January 1, 2025

6,579

43,907

76,310

126,796

Additional provision in the

period *)

55,058

140,921

75,691

271,670

Provisions used in the period

(8,982)

(104,941)

(69,121)

(183,044)

Unused amounts during the

period, reversed

(431)

(26,336)

(26,767)

At December 31, 2025

52,224

53,551

82,880

188,655

*) In 2025, the additional litigation provision of RON 55,058 thousand includes RON 17,034 thousand recorded against

non-current assets, reflecting the fact that the Company has lost the case in the first instance. If the adverse decision

is upheld on final appeal, the related amount would become payable and the provision would be released against a

corresponding liability. Until a final ruling is issued, the Company has recognized the non‑current asset with a

corresponding adjustment to a provision.

In 2025, in addition to the RON 104,941 thousand representing greenhouse gas certificates provision used, the

Company spent an additional RON 39,933 thousand to acquire certificates related to 2025, greenhouse gas

certificates expenses totaling RON 144,874 thousand.

Litigation provision

Greenhouse

gas certificates

provision

Other provisions

Total

‘000 RON

At January 1, 2024

18,839

65,098

83,937

Additional provision in the

period *)

9,770

137,092

69,709

216,571

Provisions used in the period

(12,144)

(90,139)

(58,497)

(160,780)

Unused amounts during the

period, reversed

(9,886)

(3,046)

(12,932)

At December 31, 2024

6,579

43,907

76,310

126,796

*) In 2024, in addition to the RON 90,139 thousand representing greenhouse gas provision used, the Company spent

an additional RON 90,613 thousand to acquire certificates related to 2024, greenhouse gas certificates expenses

totaling RON 180,752 thousand.

c) Retirement benefit obligation

Movement of the retirement benefit

obligation

2025

2024

'000 RON

At January 1

191,416

177,721

Interest cost

11,639

9,967

Cost of current service

1,422

11,464

Utilization during the year

(3,511)

(16,088)

Reclassification to litigation provision *)

(14,213)

Actuarial (gain)/loss for the period

(2,498)

8,352

Past service costs **)

(123,180)

At December 31

61,075

191,416

Based on the Collective Labor Agreements applicable within the Company, the Company is liable to pay to its

employees at retirement a number of gross salaries, according to the years worked in the gas industry/electricity

industry. To this purpose, the Company recorded an obligation for benefits upon retirement.

S.N.G.N. ROMGAZ S.A.

NOTES

**) However, current legislation effective from 2025 limits retirement benefits to a single monthly salary;

accordingly, future Collective Labor Agreements must comply with the applicable legal requirements. As a

consequence, the retirement benefit obligation was reassessed and reduced in 2025.

*) Some of the Company’s employees who retired during 2025 initiated legal actions against the Company asking for

payment of benefits as included in the Collective Labor Agreement; provisional court decisions ruled in favor of the

employees, however the Company appealed such decisions. Considering the provisional decisions, the Company

released the retirement benefit obligation for the equivalent of benefits claimed in court and recorded a litigation

provision for the said amount.

Except for actuarial gains/losses, all movements in the retirement benefit obligation are recognized as employee

benefit expenses.

In determining the retirement benefit obligation, the following significant assumptions were used:

• No layoffs or restructurings are planned;

• Average discount rate: 5.6% (2024: 6.8%);

• Salaries’ growth rate: 4.6% in 2026; 4.7% in 2027; 4.9% in 2028; 5.1% in 2029-2031 period, following a

decreasing trend in the next years (2024: 5.8% in 2025; 4.9% in 2026; 4.7% in 2027; 4.5% in 2028-2031 period,

following a decreasing trend in the next years).

Sensitivity analysis

The discount rate has a significant effect on the obligation. Isolated change in assumptions with 1 percentage point

would have the following effect on the obligation:

Increase in assumptions

Decrease in assumptions

'000 RON

December 31, 2025

Average discount rate

(3,406)

3,678

Salaries’ growth rate

3,838

(3,601)

December 31, 2024

Average discount rate

(16,030)

18,343

Salaries’ growth rate

18,777

(16,647)

Maturity analysis of cash outflows

2025

2024

'000 RON

Up to 1 year

3,751

16,676

1-2 years

1,257

13,972

2-5 years

4,427

52,550

5-10 years

20,998

145,866

Over 10 years

115,372

611,347

19. DEFERRED INCOME

December 31, 2025

December 31, 2024

'000 RON

Amounts collected from NIP (see below)

292,446

Other deferred revenue

110

122

Other amounts received as subsidies

Total long term deferred revenue

292,638

292,657

Other amounts received as subsidies

394

486

Total short term deferred revenue

394

486

Total deferred revenue

293,032

293,143

S.N.G.N. ROMGAZ S.A.

NOTES

National Investment Plan (“NIP”)

In Government Decision no. 1096/2013 approving the mechanism for free allocation of greenhouse gas emission

allowances to electricity producers for the period 2013-2020, Annex no. 3 "National Investment Plan", Romgaz is

included with the investment "Combined Gas Turbine Cycle".

For this investment, in 2017 Romgaz signed a financing agreement with the Ministry of Energy, whereby the Ministry

of Energy undertakes to grant a non-reimbursable financing of RON 320,912 thousand, representing a maximum of

25% of the total value of eligible expenditure of the investment. By December 31, 2025 the Company collected RON

292,446 thousand. Amounts received under this contract will be transferred to income based on the depreciation

rate of the investment. No income was recognized by December 31, 2025 as the plant was not yet commissioned.

As per Government Decision no. 1164/December 30, 2025 the completion and commissioning period of investments

financed from the National Investment Plan was extended until December 31, 2026 and the reimbursement period

until June 30, 2027. If the plant is not commissioned by December 31, 2026, the government grant must be repaid

to the Ministry of Energy. An addendum to the financing agreement was signed in December, 2025 to reflect the

changes in legislation.

20. TRADE AND OTHER CURRENT LIABILITIES

December 31, 2025

December 31, 2024

'000 RON

Accruals

81,736

116,479

Trade payables

25,277

23,186

Payables to fixed assets suppliers

36,819

57,957

Total trade payables

143,832

197,622

Payables related to employees

43,343

41,860

Royalties

132,941

157,419

Contribution to Energy Transition Fund

6,510

Social security taxes

39,277

37,586

Other current liabilities

7,638

11,983

Greenhouse gas certificates surrender liability *)

135,229

137,244

VAT

4,088

12,016

Dividends payable

873

1,365

Windfall tax

72,055

114,527

Other taxes

2,821

3,876

Total other liabilities

438,265

524,386

Total trade and other liabilities

582,097

722,008

*) According to legislation, greenhouse gas certificates must be submitted to the relevant bodies until September, 2026. The

balance as of December 31, 2025 relates to certificates acquired in 2025, not yet submitted.

21. FINANCIAL RISK MANAGEMENT

Financial risk factors

The Company’s activities expose it to a variety of financial risks: market risk (including currency risk, inflation risk,

interest rate risk), credit risk, liquidity risk. The Company’s overall risk management program focuses on the

unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial

performance within certain limits. However, the use of this approach does not prevent losses outside of these limits

in the event of more significant market movements. The Company does not use derivative financial instruments to

hedge risk exposures.

The Company has formal procedures on risk management that ensure risks are identified and controlled by putting

in place a system that keeps risks at an acceptable level. Risk management is an ongoing process that involves

identifying the risks that could affect meeting the companies’ objectives, assessing the risks identified, managing

the risks, identifying control measures for significant risks and setting up an annual plan to implement control

measures for significant risks.

S.N.G.N. ROMGAZ S.A.

NOTES

Risk assessment considers probability and impact to determine whether measures need to be taken. Based on the

risk exposure, the tolerance level is determined based on a matrix. Tolerance levels range from tolerable risk that

do not require any measure, to intolerable risks that need urgent control measures.

Risks identified may be accepted, monitored, avoided, treated or transferred.

(a) Market risk

(i) Foreign exchange risk

The Company is exposed to currency risk as a result of exposure to various currencies. Foreign exchange risk arises

from future commercial transactions and recognized assets and liabilities.

The Company is mainly exposed to currency risk generated by EUR against RON as a result of the cash, bank

borrowings and bonds. The Company does not hedge the risk, but monitors the changes in exchange rates.

As of December 31, 2025, the official exchange rate was RON 5.0985 to EUR 1 (December 31, 2024: RON 4.9741 to EUR 1).

EUR

GBP

USD

MDL

RON

December 31, 2025

1 EUR =

5.0985

1 GBP =

5.8335

1 USD =

4.3417

1 MDL =

0.2580

1 RON

Total

'000 RON

Financial assets

Cash and cash

equivalents

87,257

105

263

967,326

1,054,956

Loans to subsidiaries

372,982

Bank deposits other than

cash and cash

equivalents

2,602,119

2,270,838

4,872,957

Trade receivables

655,440

Total financial assets

2,689,376

105

263

4,266,586

6,956,335

Financial liabilities

Trade payables

(143,832)

Lease liability

(16,124)

(9,186)

(25,310)

Bank borrowings

(497,132)

Bonds

(5,111,004)

Total financial liabilities

(5,624,260)

(153,018)

(5,777,278)

Net

(2,934,884)

105

263

4,113,568

1,179,057

December 31, 2024

1 EUR =

4.9741

1 GBP =

5.9951

1 USD =

4.7768

1 MDL =

0.2576

1 RON

Total

'000 RON

Financial assets

Cash and cash

equivalents

109,332

263

1,602,577

1,712,183

Loans to subsidiaries

337,008

Bank deposits other than

cash and cash

equivalents

2,450,433

6,094

2,456,527

Trade receivables

766,565

Total financial assets

2,559,765

263

2,712,244

5,272,283

S.N.G.N. ROMGAZ S.A.

NOTES

December 31, 2024

1 EUR =

4.9741

1 GBP =

5.9951

1 USD =

4.7768

1 MDL =

0.2576

1 RON

Total

'000 RON

Financial liabilities

Trade payables

(9)

(197,613)

(197,622)

Lease liability

(6,811)

(5,521)

(12,332)

Bank borrowings

(808,346)

Bonds

(2,500,978)

Total financial liabilities

(3,316,135)

(9)

(203,134)

(3,519,278)

Net

(756,370)

(6)

263

2,509,110

1,753,005

The Company is mainly exposed to currency risk generated by EUR against RON. The table below details the

sensitivity of the Company’s result to a 5% increase/decrease in the EUR exchange rate against the RON. The 5% rate

is the rate used in internal reports to management on foreign currency risk and represents management's assessment

of reasonable changes in the exchange rate. Sensitivity analysis includes only monetary items denominated in foreign

currency in the balance sheet.

December 31, 2025

December 31, 2024

‘000 RON

RON weakening – loss

146,744

37,818

RON strengthening - gain

(146,744)

(37,818)

(ii) Inflation risk

The official annual inflation rate in Romania for 2025 was 7.32% as provided by the National Institute of Statistics. The

cumulative inflation rate for the last 3 years was under 100%. This factor, among others, led to the conclusion that Romania

is not a hyperinflationary economy.

(iii) Interest rate risk

The Company is exposed to interest rate risk, due to interest-bearing bank loans.

An increase of 1 percentage point in the interest rate on the bank borrowings would lead to an increase of the interest

expense in 2026 of RON 3,770 thousand.

Bank deposits, treasury bills and the bonds issued bear a fixed interest rate.

The Company does not hedge the risk, but monitors the changes in interest rates.

(b) Credit risk

Financial assets, which potentially subject the Company to credit risk, consist principally of trade receivables, cash and

cash equivalents, bank deposits other than cash equivalents. The Company has policies in place to ensure that sales are

made to customers with low credit risk. Also, sales have to be secured, either through advance payments, either through

bank letters of guarantee. The carrying amount of trade receivables, net of loss allowances, represents the maximum

amount exposed to credit risk. The Company has a concentration of credit risk in respect of its top three clients, which

amounts to 40.47% of net trade receivable balance at December 31, 2025 (its top 3 clients: 29.80% as of December 31,

2024).

Although collection of receivables could be influenced by economic factors, management believes that there is no

significant risk of loss to the Company beyond the loss allowance already recorded.

Romgaz’ Board of Directors approved an internal policy on placing excess cash in state bonds or bank deposits. Regarding

bank deposits, cash is only placed with banks having a good credit rating. If bank have no credit rating, excess cash may

be placed at them if they are majority state owned or maturity is short. Exposure to each bank cannot be higher than a

certain percent, a higher allocation being permitted only for banks having the Romanian State as majority shareholder.

S.N.G.N. ROMGAZ S.A.

NOTES

Credit quality of cash and cash equivalent and bank deposits other than cash and cash equivalents is presented below:

Equivalent to external credit rating

December 31, 2025

December 31, 2024

‘000 RON

A+

699,396

474,311

BBB+

3,347,051

2,500,299

BBB

1,440,944

BBB-

81,094

1,013,590

3,370

No credit rating assigned

356,058

180,509

Total

5,927,913

4,168,710

Cash is placed with 14 banks, of which top 5 represent 89% of the Company’s cash, cash equivalent and bank deposits

other than cash and cash equivalents (2024: top 5 banks represent 95% of the Company’s cash, cash equivalent and

bank deposits other than cash and cash equivalents).

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going

concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal

capital structure to minimize the cost of capital. Capital includes equity, bank borrowings and bonds issued.

In order to maintain or adjust the capital structure, the Company may adjust the dividend policy, issue new shares

or sell assets to reduce debt.

The Company’s policy is to only resort to borrowing if investment needs cannot be financed internally.

The Company’s capital management aims to ensure that it meets financial covenants attached to the interest-

bearing loans. Breaches in meeting the financial covenants would permit the bank to immediately call borrowings.

There have been no breaches of the financial covenants of interest-bearing loans in the current period. Covenants

on existing loans need to be complied at each year end; however, these are monitored regularly to identify any risk

of non-compliance, so that measures are taken timely.

(d) Fair value estimation

Carrying amount of financial assets and liabilities is assumed to approximate their fair value.

Financial instruments in the balance sheet include trade receivables, cash and cash equivalents, bank deposits other

than cash equivalents, trade payables, interest-bearing borrowings and bonds issued. Due to their short-term nature,

trade receivables, cash and cash equivalents, bank deposits other than cash equivalents, trade payables, fair value

approximates the carrying amount.

Bank borrowings’ fair value approximate their carrying amount, as these bear a variable rate of interest.

The bonds’ carrying value approximate their fair value. The bonds’ closing price on Luxembourg Stock Exchange on

December 31, 2025 was was 102.632% for the first issue and 99.984% for the second issue (level 1 information).

(e) Liquidity risk management

Liquidity risk is addressed by constant monitoring the maturities of assets and liabilities. The Company’s policy is to

have collection periods shorter than payment terms. For unforeseen events that may disturb the cash at hand,

Romgaz signed two committed revolving credit facilities (see note 27) that may be drawn to meet payment terms.

S.N.G.N. ROMGAZ S.A.

NOTES

The table below shows financial liabilities of the Company on contractual maturities. The amounts represent non-

discounted future cash flows generated by financial liabilities.

December

31, 2025

Due in

less than

a month

Due in

1-3 months

Due in

3 months

to 1 year

Due in

1-5 years

Due in over

5 years

Total

‘000 RON

Trade

payables

48,287

95,342

203

143,832

Bank

borrowings

85,422

253,785

166,992

506,199

Lease

liabilities

418

1,055

2,872

10,655

10,771

25,771

Bonds

286,259

3,384,129

2,667,153

6,337,541

Total

48,705

181,819

543,119

3,561,776

2,677,924

7,013,343

December

31, 2024

Due in

less than

a month

Due in

1-3 months

Due in

3 months

to 1 year

Due in

1-5 years

Due in over

5 years

Total

‘000 RON

Trade

payables

72,209

125,384

197,622

Bank

borrowings

86,352

256,036

496,695

839,083

Lease

liabilities

236

1,516

2,369

5,581

8,788

18,490

Bonds

118,135

2,948,973

3,067,108

Total

72,445

213,252

376,569

3,451,249

8,788

4,122,303

Ultimate responsibility for liquidity risk management rests with the Company’s management, which has established

an appropriate liquidity risk management framework for the management of the Company’s short, medium and long-

term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate

reserves, by continuously monitoring forecast and current cash flows and by matching the maturity profiles of

financial assets and liabilities.

22. RELATED PARTY TRANSACTIONS AND BALANCES

(i) Sales of goods and services

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Subsidiaries *)

116,341

113,797

Associates

14,228

23,590

Total

130,569

137,387

*) Of RON 116,341 thousand representing revenue obtained from transactions with subsidiaries, RON 84,163 thousand relate to

rental revenues (2024: RON 84,476 thousand).

(ii) Government related entities

The Company is controlled by the Ministry of Energy, on behalf of the Romanian State (note 17). As such, all

companies over which the Romanian State has control or significant influence are considered related parties of the

Company. The Company applies the disclosure exemption for Government related entities in IAS 24, and therefore

discloses significant transactions and balances. Significance is determined based on size and based on existing

regulatory/supervisory disclosure requirements (Law no. 24/2017 regarding Issuers of Financial Instruments and

Market Operations and F.S.A. Regulation no. 5/2018). Except for the transactions listed below, no other individually

significant transactions or collectively significant transactions were identified. Related party transactions are carried

out on market terms and there are no transactions outside normal day-to-day operations.

S.N.G.N. ROMGAZ S.A.

NOTES

The table below shows the collectively significant sales of the Company to companies over which the Romanian State

has control or significant influence:

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Electrocentrale București SA

819,467

566,334

Engie România SA

782,510

676,197

E.On Energie România SA

2,049,467

1,660,825

Total

3,651,444

2,903,356

The table below shows the collectively material cash and cash equivalents and bank deposits other than cash

equivalents balances at banks over which the Romanian State has control.

December 31, 2025

December 31, 2024

'000 RON

CEC Bank

87,574

Exim Banca Românească

1,459,476

988,086

Total

1,547,050

988,086

(iii) Purchase of goods and services

Year ended

Dec 31, 2025

Year ended

Dec 31, 2024

'000 RON

Subsidiaries

30,872

62,338

Total

30,872

62,338

(iv) Interest and dividend income

Year ended

Dec 31, 2025

Year ended

Dec 31, 2024

'000 RON

Subsidiaries – interest income

27,035

83,496

Subsidiaries – dividend income

37,629

29,957

Total

64,664

113,453

(v) Trade receivables

December 31, 2025

December 31, 2024

'000 RON

Subsidiaries

2,957

1,795

Total

2,957

1,795

(vi) Net lease investment

December 31, 2025

December 31, 2024

'000 RON

Subsidiaries

111

225

Total

111

225

S.N.G.N. ROMGAZ S.A.

NOTES

(vii) Loans granted

December 31, 2025

December 31, 2024

'000 RON

Subsidiaries

372,982

337,008

Total

372,982

337,008

(viii) Trade payables

December 31, 2025

December 31, 2024

'000 RON

Subsidiaries

Total

(ix) Taxation

The Company is subject to industry specific taxes and/or general taxes. These are presented in notes 10 and 11.

23. INFORMATION REGARDING THE MEMBERS OF THE ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

The remuneration of executives and directors

The Company has no contractual obligations on pensions to former executives and directors of the Company.

During the years ended December 31, 2025 and December 31, 2024, no loans and advances were granted to

executives and directors of the Company, except for work related travel advances, and they do not owe any amounts

to the Company from such advances.

Executives include directors with mandate contracts and directors with labor contracts. Directors in the table below

refer to members of the Board of Directors.

Year ended

December 31, 2025

Year ended

December 31, 2024

'000 RON

Salaries expense with executives (gross)

43,073

35,407

of which, bonuses and variable component

(gross)

7,854

5,337

Remuneration expense with directors (gross)

4,110

3,513

of which, variable component (gross)

1,971

1,543

December 31, 2025

December 31, 2024

'000 RON

Salaries payable to executives

871

726

Salaries payable to directors

In addition to the above, on December 31, 2025 the Company recorded a provision for bonuses for executives and

directors of RON 6,227 thousand (December 31, 2024: RON 6,939 thousand).

S.N.G.N. ROMGAZ S.A.

NOTES

24. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES

a) Investment in subsidiaries

Subsidiaries’ name

Main activity

Country of residence

and operations

Percentage of interest held (%)

December 31,

2025

December 31,

2024

SNGN ROMGAZ SA –

Filiala de

Înmagazinare Gaze

Naturale DEPOGAZ

Ploiesti SRL

Natural gas storage

Romania

100

Romgaz Black Sea

Limited

Gas exploration

and production

Country of

incorporation –

Bahamas

Country of operations –

Romania

100

Romgaz Trading

S.R.L

Gas trading

Republic of Moldova

100

Cost at

December 31, 2025

Cost at

December 31, 2024

’000 RON

SNGN ROMGAZ SA – Filiala de Înmagazinare Gaze

Naturale DEPOGAZ Ploiesti SRL

66,056

Romgaz Black Sea Limited

10,191,048

7,479,606

Romgaz Trading SRL

269

Total

10,257,373

7,545,662

b) Investments in associates

The Company’s investments in associates are accounted at cost less accumulated impairment. The shares are not

quoted on the stock exchange. No dividends were received in the years ended December 31, 2025, respectively,

December 31, 2024.

The Company’s investment in Agri LNG Project Company is not material. The investment is fully impaired.

Name of associate

Main activity

Place of

incorporation

and operation

Proportion of ownership interest and voting

power held (%)

December 31, 2025

December 31,

2024

SC Depomures SA

Tg.Mures

Storage of natural

gas

Romania

40.4014

SC Agri LNG Project

Company SRL

Feasibility projects

Romania

S.N.G.N. ROMGAZ S.A.

NOTES

Name of

associate

Gross

carrying

value

as of

December

31, 2025

Impairment

as of

December

31, 2025

Carrying

value as of

December

31, 2025

Gross

carrying

value

as of

December

31, 2024

Impairment

as of

December

31, 2024

Carrying

value as of

December

31, 2024

’000 RON

SC Depomures

SA Tg.Mures

18,120

SC Agri LNG

Project

Company

SRL

182

(182)

182

(182)

Total

18,302

(182)

18,120

18,302

(182)

18,120

25. OTHER FINANCIAL INVESTMENTS

Other financial investments are recognized at fair value through profit or loss.

Except for the investment in Patria Bank, which is classified as level 1 instrument in the fair value hierarchy, all

other investments are included in level 3 category, according to IFRS 13.

Company

Principal activity

Place of

incorporation and

operation

Proportion of ownership interest and voting

power held (%)

December 31,

2025

December 31,

2024

Electrocentrale

București S.A.

Electricity and thermal

power producer

Romania

2.49

Patria Bank S.A.

Other activities –

financial

intermediations

Romania

0.02

Mi Petrogas

Services S.A.

Services related to oil

and natural gas

extraction, excluding

prospections

Romania

Lukoil

association

Petroleum exploration

operations

Romania

12.2

Electricity

Producers

Association-

HENRO

Non-governmental, non-

profit, independent

association

Romania

33.33

Company

Fair value as of

December 31, 2025

Fair value as of

December 31, 2024

’000 RON

Electrocentrale București S.A.

Patria Bank S.A.*)

Mi Petrogas Services S.A.

Lukoil association

5,227

Electricity Producers Association-HENRO

250

Total

5,584

5,616

*) In 2016, the Company's shareholders decided to withdraw Romgaz from the bank's shareholders, as a result of the

merger process in which Patria Bank was involved. In 2021, the approval of the National Bank of Romania was

obtained for the partial redemption of the shares that the Company holds in Patria Bank. The shares of Patria Bank

S.A. are listed, but following the merger process, the price at which the redemption of the shares held by the

shareholders who requested the withdrawal from the shareholding was set to a fixed value. Thus, the investment is

measured at this redemption value.

S.N.G.N. ROMGAZ S.A.

NOTES

26. CASH AND CASH EQUIVALENTS

December 31, 2025

December 31, 2024

'000 RON

Current bank accounts *)

152,695

122,106

Petty cash

Term deposits

901,393

1,588,325

Restricted cash **)

848

1,715

Total

1,054,956

1,712,183

*) Current bank accounts include overnight deposits.

**) At December 31, 2025 restricted cash refers to bank accounts used only for dividend payments to shareholders, according to

stock market regulations.

27. BANK BORROWINGS. BONDS

a) Bank borrowings

Maturity

December 31,

2025

December 31,

2024

'000 RON

EUR 325,000 thousand bank borrowing (equivalent of

RON 1,657,013 thousand at RON 5.0985/EUR 1)

(unsecured) *)

June 2027

497,132

808,346

RON 745,875 revolving credit facility (unsecured) **)

September 2027

EUR 100,000 revolving credit facility (equivalent of RON

509,850 thousand at RON 5.0985/EUR 1) (unsecured) **)

December 2026

Total

497,132

808,346

*) In March 2022, Romgaz signed a EUR 325 million financing deal with Raiffeisen Bank S.A. to finance part of the

purchase price of the shares of ExxonMobil Exploration and Production Romania Limited (now Romgaz Black Sea

Limited) that holds 50% of the rights and obligations for the Neptun Deep block.

In June 2022, an addendum to the facility contract was signed between Romgaz acting as borrower and Raiffeisen

Bank S.A. and Banca Comercială Română S.A. as lenders.

The loan agreement includes two covenants that have to be met each December 31:

- leverage ratio has to be lower than 300%. Leverage ratio means the ratio between net debt on December 31 and

earnings before interest, tax, depreciation and amortization expenses (EBITDA) for the year. Net debt means

the aggregate principal amount owed by Romgaz pursuant to financial indebtedness (ie. outstanding bank

borrowings, bonds issued, lease liabilities) after deducting the aggregate of cash and cash equivalents.

- debt service coverage ratio has to be higher than 110%. Debt service coverage ratio means the ratio between

EBITDA for the year and debt service (ie. interest and bank commissions of any financial indebtedness, scheduled

repayments of principal related to any financial indebtedness) paid or payable during the year.

- all metrics are calculated based on these financial statements.

On December 31, 2025 and December 31, 2024 the Company complied with both covenants. There are no indications

that the Company may face difficulties complying with the covenants when they will be next tested as at December

31, 2026.

The facility’s final maturity is in five years from utilization. There are no borrowing costs other than interest. The

loan is repayable in quarterly instalments. The loan is not secured.

The average interest rate during the period was 2.31%/year.

**) In 2024, Romgaz signed two revolving credit facilities of RON 745,875 thousand (with Banca Transilvania SA) and

EUR 250,000 thousand (with UniCredit Bank SA). The two facilities may be used for general corporate purposes.

Romgaz has not drawn any amount from the facilities.

S.N.G.N. ROMGAZ S.A.

NOTES

2025

2024

'000 RON

Balance as at January 1

808,346

1,131,722

Interest charged

16,430

38,962

Interest paid

(16,490)

(38,897)

Repayments

(323,388)

(323,312)

Foreign exchange differences

12,234

(129)

Carrying amount as at December 31

497,132

808,346

b) Bonds

In September 2024 Romgaz launched its first Euro Medium Term Note program for a total value of EUR 1,500,000

thousand.

The first tranche of EUR 500,000 thousand of the program was issued in October 2024. The coupon rate is 4.75%.

The bonds are repayable in 5 years at par value.

The second tranche of EUR 500,000 thousand of the program was issued in November 2025.The coupon rate is 4.625%.

The bonds are repayable in 6 years at par value.

The bonds are not secured.

The coupon on the two issues is payable on an annual basis. The bonds are not convertible and are unsecured. The

bonds have no covenants.

The bonds are listed on Luxembourg Stock Exchange and Bucharest Stock Exchange.

2025

2024

'000 RON

Proceeds from bond issue

2,527,817

2,485,488

Transaction costs

(9,100)

(11,914)

Net proceeds from bond issue

2,518,717

2,473,574

2025

2024

'000 RON

Carrying amount as at January 1

2,500,978

Net proceeds from bond issue

2,518,717

2,473,574

Interest charged

142,059

28,655

Interest paid

(116,304)

Foreign exchange differences

65,554

(1,251)

Carrying amount as at December 31

5,111,004

2,500,978

The bonds’ carrying value approximate their fair value. The bonds’ closing price on Luxembourg Stock Exchange on

December 31, 2025 was 102.632% for the first issue and 99.984% for the second issue.

28. BANK DEPOSITS OTHER THAN CASH AND CASH EQUIVALENTS

Bank deposits other than cash and cash equivalents represent deposits with a maturity of over 3 months, from

acquisition date. The Company did not identify any risk of loss for these assets, therefore it did not record any

impairment.

December 31, 2025

December 31, 2024

'000 RON

Bank deposits

4,822,103

2,434,436

Accrued interest receivable on bank deposits

50,854

22,091

Total

4,872,957

2,456,527

S.N.G.N. ROMGAZ S.A.

NOTES

29. GUARANTEES GRANTED BY BANKS

December 31, 2025

December 31, 2024

'000 RON

Guarantees granted

129,544

173,851

Total

129,544

173,851

In 2025, Romgaz signed an addendum to the credit agreement with BCR SA representing a facility for issuing letters

of guarantee and opening letters of credit for a maximum amount of RON 500,000 thousand. On December 31, 2025

are still available for use RON 372,480 thousand (December 31, 2024: RON 328,915 thousand).

As of December 31, 2025, the Company’s contractual commitments for the acquisition of non-current assets are of

RON 745,683 thousand (December 31, 2024: RON 832,267 thousand).

30. GUARANTEES RECEIVED FROM BANKS

December 31, 2025

December 31, 2024

'000 RON

Guarantee received

1,909,305

1,939,112

Total

1,909,305

1,939,112

Guarantees are received from the Company’s clients to secure payment of deliveries.

31. CONTINGENCIES

(a) Litigations

The Company is subject to several legal actions arisen in the normal course of business. The management of the

Company considers that they will have no material adverse effect on the results and the financial position of the

Company, other than the provisions already recorded.

(b) Taxation

The Romanian taxation system is undergoing a process of consolidation and harmonization with the European Union

legislation. However, there are still different interpretations of the fiscal legislation. In various circumstances, the

tax authorities may have different approaches to certain issues, and assess additional tax liabilities, together with

late payment interest and penalties. In Romania, tax periods remain open for fiscal verification for 5 years. The

Company’s management considers that the tax liabilities included in these financial statements are fairly stated.

Environmental regulations are developing in Romania and the Company has not recorded any liability at December

31, 2025 for any anticipated costs, including legal and consulting fees, impact studies, the design and

implementation of remediation plans related to environmental matters, except the amount of RON 491,480 thousand

(December 31, 2024: RON 380,725 thousand), representing the decommissioning liability.

(d) Contingencies related to grants related to income

Government Emergency Ordinance no. 27/2022 as subsequently amended (GEO 27) included the obligation of the

Group, until March 31, 2024, to sell the electricity it produced at a regulated price of RON 450/MWh. According to

GEO 27, electricity producers had to calculate a contribution to the Energy Transition Fund. If the value of the

greenhouse gas certificates related to the energy sold at the regulated price exceeded the contribution to the Energy

Transition Fund, electricity producers were entitled to receive the excess. Until December 31, 2025, the legislation

did not provide for the mechanism to request these amounts from the Romanian State nor the competent authority

for the settlement of such requests. As such, the right to receive the grant is not probable. Thus, as of December

31, 2025 the Company discloses a contingent asset of RON 188,260 thousand until legislation will provide for a

mechanism for recovering this amount (December 31, 2024: RON 188,260 thousand).

The Company initiated legal action for the recovery of these amounts.

32. AUDITOR’S FEES

The fee charged by the Company’s statutory auditor, PricewaterhouseCoopers Audit SRL for the statutory audit of

the 2025 annual financial statements is RON 825 thousand and for subsidiaries RON 373 thousand (December 31,

2024: RON 758 thousand for the Company and RON 327 thousand for subsidiaries).

The fee charged by the Company’s statutory auditor for other assurance services in 2025 are RON 2,157 thousand

and for subsidiaries RON 248 thousand (December 31, 2024: RON 2,414 thousand for the Company and RON 228

thousand for subsidiaries).

S.N.G.N. ROMGAZ S.A.

NOTES

There were no fees charged by the auditor between December 31, 2025 and the date these financial statements

were authorized for issue.

33. EVENTS AFTER THE BALANCE SHEET DATE

Considering the geopolitical tensions following the breakout of the war in Iran, there has been an increase in financial

markets volatility and exchange rate depreciation pressure.

It is expected that these events may affect the activities in various sectors of the economy, could result in further

increases in European energy prices and increased risk of supply chain disturbances.

The Company does not have direct exposures to related parties and/or key customers or suppliers from the region.

The Company regards these events as non-adjusting events after the reporting period, the quantitative effect of

which cannot be estimated at the moment with a sufficient degree of confidence. Currently, the Company's

management is analyzing the possible impact of changing micro- and macroeconomic conditions on the Company's

financial position and results of operations.

34. AUTHORIZATION OF FINANCIAL STATEMENTS

These financial statements were authorized for issue by the Board of Directors on March 25, 2026.

Răzvan Popescu Gabriela Trânbițaș

Chief Executive Officer Chief Financial Officer