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Rompetrol Rafinare S.A.

AGM Information Dec 12, 2025

2318_iss_2025-12-12_674ad20f-aaaa-424e-95eb-5415e71b436b.pdf

AGM Information

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No. 7674/December 12nd, 2025

To: BUCHAREST STOCK EXCHANGE FINANCIAL SUPERVISORY AUTHORITY

Current report according to the provisions of FSA Regulation No.5/2018

Date of report: December 12nd, 2025

ROMPETROL RAFINARE S.A.

Registered Seat: Năvodari, 215 Năvodari Blvd. (Administrative Facility), Constanta County

Telephone number: 0241/506100; 506553 Fax number: 0241/506930; 506901

Number of registration with the Trade Registry: J1991000534130

Sole Registration Code: 1860712

Subscribed and paid-up capital: Lei 2,655,920,572.60

Regulated market on which the securities are traded: Bucharest Stock Exchange (market symbol

RRC)

Important events to report: Shareholder request for calling an Ordinary General Meeting of Shareholders of Rompetrol Rafinare S.A.

Rompetrol Rafinare S.A. (hereinafter referred to as the "Company" or "RRC") informs the investors that under no. 7660/11.12.2025, it was registered a request for calling an Ordinary General Meeting of Shareholders submitted by the Ministry of Energy, on behalf of the Romanian State, in capacity shareholder, holding a number of 11,870,877,580 shares, representing 44.6959% of the Company's share capital, the proposed points on the agenda referring to changes in the composition of the Board of Directors and directors' compensation.

The request for calling the Ordinary General Meeting of Shareholders will be submitted for analysis and decision to the Board of Directors of Rompetrol Rafinare S.A., after which the decision adopted will be communicated to investors and shareholders of the Company within the legal period.

Attached the request of the shareholder of Ministry of Energy.

There are no other events to report.

Chairman of the Board of Directors Yedil Utekov

Translate from Romanian Language

MINISTRY OF ENERGY MINISTER'S OFFICE

No. 2808/illegible /10.12.2025/illegible

No. Rompetrol Rafinare 7660/illegible /11.12.2025/illegible

To: ROMPETROL RAFINARE SA Mr. Yedil UTEKOV, Chairman of the Board of Directors For the attention of: Mr. Sorin GRAURE, General Manager

Pursuant to the provisions of:

  • Article 105(23) of Law No. 24/2017 on issuers of financial instruments and market operations, republished, as amended and supplemented (Law No. 24/2017),
  • Articles 185, 186, and 189 of Regulation No. 5/2018 of the Financial Supervisory Authority on the issuers of financial instruments and market operations, as amended and supplemented (Regulation No. 5/2018),
  • Article 111 para. (2) letter b) and Article 119 of Company Law No. 31/1990, republished, with subsequent amendments and additions (Law No. 31/1990),
  • Article 11.2 letter b) of the Articles of Incorporation of Rompetrol Rafinare SA,

The Ministry of Energy, with its registered office in Bucharest, 39-41 Academiei Street, District 1, tax identification number 43507695 as of December 30, 2020, through its legal representative Mr. Bogdan-Gruia IVAN, Minister of Energy, as a shareholder holding 11,870,877,580 shares, representing 44.6959% of the share capital of ROMPETROL RAFINARE SA, requests the convening of the Ordinary General Meeting of Shareholders with the following agenda:

    1. Revocation, starting with the date of the Ordinary General Meeting of Shareholders, of Mr. Constantin SARAGEA from his position as members of the Board of Directors.
    1. Revocation, starting with the date of the Ordinary General Meeting of Shareholders, of Mr. Nicolae Bogdan Codrut STANESCU from his position as members of the Board of Directors, as a result of his resignation submitted on December 8, 2025, with effective date December 12, 2025.
    1. Election of members to the Board of Directors of Rompetrol Rafinare SA for a term beginning on the date of the Ordinary General Meeting of Shareholders and expiring on April 30, 2026 (date of expiry of the term of office of the current members of the Board of Directors elected).
    1. Approval of the gross monthly remuneration of the members of the Board of Directors elected under topic 2 of the agenda, in the amount established by Resolution No. 3 of the Ordinary General Meeting of Shareholders of April 29, 2025.
  • Empowering the Company's General Manager to conclude and/or sign on behalf of the Company and/or the Company's shareholders the resolutions to be adopted at the Ordinary General Meeting of Shareholders and to carry out all legal formalities for the registration, publicity, enforceability, execution, and publication of the resolutions adopted, with the possibility of sub-mandating to third parties.

We also propose the following Draft Resolutions:

    1. The OGMS approves, starting with the date of the Ordinary General Meeting of Shareholders, the revocation of Mr. Constantin SARAGEA from his position as members of the Board of Directors.
    1. The OGMS approves, starting with the date of the Ordinary General Meeting of Shareholders, the revocation of Mr. Nicolae Bogdan Codrut STANESCU from his position as members of the Board of Directors, as a result of his resignation submitted on December 8, 2025, with effective date December 12, 2025.
    1. The OGMS approves the election of Mr. ... and Mr. ... as members of the Board of Directors for a term beginning on the date of the Ordinary General Meeting of Shareholders and expiring on April 30, 2026 (the date of expiry of the term of office of the current members of the Board of Directors elected).
    1. The OGMS approves the gross monthly remuneration of the members of the Board of Directors elected under topic 2 of the agenda, in the amount established by Resolution No. 3 of the Ordinary General Meeting of Shareholders dated April 29, 2025.
    1. The OGMS approves the empowerment of the Company's General Manager to conclude and/or sign on behalf of the Company and/or the Company's shareholders the resolutions to be adopted at the Ordinary General Meeting of Shareholders and to carry out all formalities related to the registration, publicity, opposability, enforcement, and publication of the resolutions adopted, with the possibility of sub-mandating to third parties.

Yours sincerely,

MINISTER OF ENERGY, Bogdan-Gruia Ivan

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