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Rompetrol Rafinare S.A. Audit Report / Information 2021

Dec 7, 2021

2318_rns_2021-12-07_63308d17-cc29-4056-89a6-451c57bf7a1b.pdf

Audit Report / Information

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ROMPETROL RAFINARE S.A.
Nr. 6943
INTRARE
IESIRE
$Lu$ n 2 DEC. 2021 An
Zi

Annex 1 - transactions with affiliated parties according to art. 108 para. (3) of Law 24/2017, republished, concluded by Rompetrol Rafinare S.A. (Issuer)

No. Name of the
Affiliate party		 Nature of
the
relationship
with the
Affiliate		 Type and No. Contract,
date of conclusion		 Object of transactions Transaction value
Guarantees constituted		 Terms and methods of
payment
1 2 3 4 5 6 7 8
Transactions of ROMPETROL RAFINARE S.A. (Issuer) as Beneficiary
1 KazMunayGas
Trading AG		 Affiliate 09455-RAFINARE-2021-
09; RR 3/03.09.2021		 Purchase of raw materials USD 25,520,367 NA 25 days after final price is
known
2 KazMunayGas
Trading AG		 Affiliate 09504-Rafinare-2021-11;
RR5/105.11.2021 (*)		 Purchase of raw materials USD 24,358,950 NA 45 days after loading
date
3 UZINA
TERMOELECTRICA
MIDIA/ROMPETROL
ENERGY SA		 Affiliate Notification no. 10 of
the Contract no.RR 2
/21.12.2020		 Thermal energy price change Contract value estimated for
2021 is LEI 152,424,310 as per
actual on 10 months – Lei
106,128,062 and LEI 46,296,248
estimated for 2 months as per
MOP _on last notification price.
In estimated value are included
CO2 certificates cost		 The collection of delay penalties,
calculated from the day following the due
date and until the date of payment of the
main debt (exclusive). The percentage
value of the delay penalties is 0.05% / day
of delay (art. 20 a), from the contract.		 Paiment term 45 days
from the invoice
reception
No. Name of the
Affiliate party		 Nature of
the
relationship
with the
Affiliate		 Type and No. Contract,
date of conclusion		 Object of transactions Transaction value Guarantees constituted Terms and methods of
payment
1 2 3 4 5 6 7 8
4 ROMINSERV S.R.L. Affiliate 2 orders submitted in
October 2021 based on
Contract RR
4/27.02.2019 and
Addendum no.1 from
19.09.2019		 Contractor USD 1,925,954
(without VAT)		 Except where the Parties agree otherwise in
writing or where the law imperatively
establishes a longer warranty period (such
as: the 36-month warranty period
applicable to works concerning
constructions in category C; the term 10
years from the receipt of the work for the
hidden defects of the construction, the
warranty period equal to the duration of
the construction, for the defects of the
resistance structure resulting from non
compliance with the design and execution
rules in force at the date of its construction),
warranty will last for:
-12 (twelve) calendar months, starting with
the date of preparation of the MINUTES OF
RECEIPT AT THE END OF THE WORKS;
-12 (twelve) calendar months, starting with
the date of drawing up the MINUTES OF
RECEPTION AT COMMISSIONING, in the
case of the works mentioned in art.1.1.
paragraph 1) letter b) but not more than 15
months from the signing of the Minutes of
Reception at the Completion of the Works,
provided that the commissioning is not
postponed or prevented by causes
attributable to the Beneficiary, in which
case the warranty period will be 12 months
old and will start to run from the date of
preparation of the RECEPTION MINUTES AT
THE END OF THE WORKS.
Before the expiration of the Warranty Period
and within it, the Beneficiary will
immediately inform the Contractor about
all problems encountered in the works
performed (but not later than 2 days from
their knowledge), the potential causes that
caused the problems and of the
consequences that may occur, following
that the Parties decide together the
measures that are necessary to be
adopted, the term for remedying the		 Payment within 30
working days from the
date of issuing the
invoice
No. Name of the
Affiliate party		 Nature of
the
relationship
with the
Affiliate		 Type and No. Contract,
date of conclusion		 Object of transactions Transaction value Guarantees constituted Terms and methods of
payment
1 2 3 4 5 6 7 8
problems appeared depending on the
nature of the incident and its circumstances
and any other particular aspects.
The parties have established penalties for
delay of the obligation to pay in the
amount of 0.06% of the amount not paid in
time, for each day of delay; the value of
the delay penalties may not exceed 3% of
the amount on which they are calculated.
In addition, in case of late payment by the
Beneficiary, the Contractor is entitled to
request that the Beneficiary pay the
amount representing the exchange rate
difference between the date of actual
payment and the due date of the invoice,
taking into account the exchange rate
communicated by NBR for RON / USD or
RON / EUR, as the case may be, on the two
dates.
5 KazMunayGas
Trading AG		 Affiliate FINANCIAL SERVICES
CONTRACT – Crude oil
and Oil Products
06.05.2011		 Hedging - October 2021 - USD 9,236,242 NA 5 working days from
receiving the invoice, the
payment should be done
through electronic
transfer
6 KazMunayGas
Trading AG		 Affiliate Act Ad. 187 / 01.04.2021
la FINANCIAL SERVICES
CONTRACT – Refinery
Margin and Base
Operating Stock CTR RR
2/ 16.02.2011		 Hedging - October 2021 - USD 1,126,105 NA 5 working days from
receiving the invoice, the
payment should be done
through electronic
transfer
Transactions of ROMPETROL RAFINARE S.A. (Issuer) as Supplier
1 KazMunayGas
Trading AG		 Affiliate Add. 131/30.09.2021 -
Ctr RRC 2021-
1/30.12.2020		 Petroleum products sales USD 3,346,753 NA 31 days after delivery,
transfer telegrafic
2 KazMunayGas
Trading AG		 Affiliate Add.132/02.10.2021 - Ctr
RRC 2021-1/30.12.2020		 Petroleum products sales USD 882,348 NA 20 days after delivery,
transfer telegrafic
No. Name of the
Affiliate party		 Nature of
the
relationship
with the
Affiliate		 Type and No. Contract,
Object of transactions
date of conclusion		 Transaction value Guarantees constituted Terms and methods of
payment
1 2 3 4 5 6 7 8
3 KazMunayGas
Trading AG		 Affiliate Add. 133/05.10.2021 -
Ctr RRC 2021-
1/30.12.2020		 Petroleum products sales USD 19,325,079 NA 12 calendar days after
delivery, transfer
telegrafic
4 KazMunayGas
Trading AG		 Affiliate Add.134/06.10.2021 - Ctr
RRC 2021-1/30.12.2020		 Petroleum products sales USD 948,163 NA 20 days after delivery,
transfer telegrafic
5 KazMunayGas
Trading AG		 Affiliate Add.135/07.10.2021 - Ctr
RRC 2021-1/30.12.2020		 Petroleum products sales USD 899,795 NA 20 days after delivery,
transfer telegrafic
6 KazMunayGas
Trading AG		 Affiliate Add. 136/08.10.2021 -
Ctr RRC 2021-
1/30.12.2020		 Petroleum products sales USD 3,550,376 NA 31 days after delivery,
transfer telegrafic
7 KazMunayGas
Trading AG		 Affiliate Add.137/08.10.2021 - Ctr
RRC 2021-1/30.12.2020		 Petroleum products sales USD 890,335 NA 20 days after delivery,
transfer telegrafic
8 KazMunayGas
Trading AG		 Affiliate Add. 138/12.10.2021 -
Ctr RRC 2021-
1/30.12.2020		 Petroleum products sales USD 3,912,706 NA 6 days bank NY after
delivery, transfer
telegrafic/offset
9 KazMunayGas
Trading AG		 Affiliate Add. 139/08.10.2021 -
Ctr RRC 2021-
1/30.12.2020		 Petroleum products sales USD 959,913 NA 20 days after delivery,
transfer telegrafic
10 KazMunayGas
Trading AG		 Affiliate Add.140/14.10.2021 - Ctr
RRC 2021-1/30.12.2020		 Petroleum products sales USD 1,095,243 NA 20 days after delivery,
transfer telegrafic
11 KazMunayGas
Trading AG		 Affiliate Add. 141/15.10.2021 -
Ctr RRC 2021-
1/30.12.2020		 Petroleum products sales USD 3,830,587 NA 31 days after delivery,
transfer telegrafic
12 KazMunayGas
Trading AG		 Affiliate Add. 142/19.10.2021 -
Ctr RRC 2021-
1/30.12.2020		 Petroleum products sales USD 19,956,445 NA 11 days banK NY after
delivery, transfer
telegrafic
13 KazMunayGas
Trading AG		 Affiliate Add. 143/21.10.2021 -
Ctr RRC 2021-
1/30.12.2020		 Petroleum products sales USD 3,980,456 NA 31 days after delivery,
transfer telegrafic
14 KazMunayGas
Trading AG		 Affiliate Add.144/23.10.2021 - Ctr
RRC 2021-1/30.12.2020		 Petroleum products sales USD 1,107,732 NA 20 days after delivery,
transfer telegrafic
15 KazMunayGas
Trading AG		 Affiliate Add.145/24.10.2021 - Ctr
RRC 2021-1/30.12.2020		 Petroleum products sales USD 968,127 NA 20 days after delivery,
transfer telegrafic
No. Name of the
Affiliate party		 Nature of
the
relationship
with the
Affiliate		 Type and No. Contract,
date of conclusion		 Object of transactions
Transaction value		 Guarantees constituted Terms and methods of
payment
1 2 3 4 5 6 7 8
16 KazMunayGas
Trading AG		 Affiliate Add.146/25.10.2021 - Ctr
RRC 2021-1/30.12.2020		 Petroleum products sales USD 1,006,598 NA 20 days after delivery,
transfer telegrafic
17 KazMunayGas
Trading AG		 Affiliate Add.147/25.10.2021 - Ctr
RRC 2021-1/30.12.2020		 Petroleum products sales USD 502,131 NA 20 days after delivery,
transfer telegrafic
18 KazMunayGas
Trading AG		 Affiliate Add.148/27.10.2021 - Ctr
RRC 2021-1/30.12.2020		 Petroleum products sales USD 860,151 NA 20 days after delivery,
transfer telegrafic
19 KazMunayGas
Trading AG		 Affiliate Add. 149/29.10.2021 -
Ctr RRC 2021-
1/30.12.2020		 Petroleum products sales USD 17,694,636 NA 11 days bank NY after
delivery, transfer
telegrafic
20 KazMunayGas
Trading AG		 Affiliate Add.150/02.11.2021 - Ctr
RRC 2021-1/30.12.2020		 Petroleum products sales USD 800,612 NA 20 days after delivery,
transfer telegrafic
21 KazMunayGas
Trading AG		 Affiliate Add. 151/03.11.2021 -
Ctr RRC 2021-
1/30.12.2020		 Petroleum products sales USD 4,118,344 NA 31 days after delivery,
transfer telegrafic
22 KazMunayGas
Trading AG		 Affiliate Add.152/05.11.2021 - Ctr
RRC 2021-1/30.12.2020		 Petroleum products sales USD 865,626 NA 20 days after delivery,
transfer telegrafic
24 KazMunayGas
Trading AG		 Affiliate Add.154/07.11.2021 - Ctr
RRC 2021-1/30.12.2020		 Petroleum products sales USD 942,732 NA 20 days after delivery,
transfer telegrafic
25 KazMunayGas
Trading AG		 Affiliate Add. 155/10.11.2021 -
Ctr RRC 2021-
1/30.12.2020		 Petroleum products sales USD 4,849,729 NA 31 days after delivery,
transfer telegrafic
26 KazMunayGas
Trading AG		 Affiliate Add.156/11.11.2021 - Ctr
RRC 2021-1/30.12.2020		 Petroleum products sales USD 1,200,523 NA 20 days after delivery,
transfer telegrafic
27 KazMunayGas
Trading AG		 Affiliate Add. 157/12.11.2021 -
Ctr RRC 2021-
1/30.12.2020		 Petroleum products sales USD 3,932,937 NA 31 days after delivery,
transfer telegrafic
28 KazMunayGas
Trading AG		 Affiliate Add. 158/17.11.2021 -
Ctr RRC 2021-
1/30.12.2020		 Petroleum products sales USD 1,004,877 NA 20 days after delivery,
transfer telegrafic
29 KazMunayGas
Trading AG		 Affiliate Add. 159/17.11.2021 -
Ctr RRC 2021-
1/30.12.2020		 Petroleum products sales USD 187,262 NA 20 days after delivery,
transfer telegrafic
No. Name of the
Affiliate party		 Nature of
the
relationship
with the
Affiliate		 Type and No. Contract,
date of conclusion		 Object of transactions Transaction value Guarantees constituted Terms and methods of
payment
1 2
3
4
5
6
7
Other transactions concluded by Rompetrol Rafinare S.A. (Issuer) in October 2021		 8
The value of the average
1 KMG ROMPETROL
SRL - as
Coordinating
Company		 Affiliate Loan agreement
registered under no. RR
3 from 04.08.2014		 Running of Available Funds
Optimization System of the
companies within the KMG
International Group (Cash pooling)		 balance of the RON cash
pooling account in October
2021 was
- RON 1,595,674,802.27 and the
net interest expense this month
was
- RON 5,209,718.02,
The value of the average
balance of the USD cash
pooling account in October
2021 was
USD 4,144,302.66 and the net
interest income was USD
4,562.05.
The value of the average
balance** of the EUR cash
pooling account in October
2021 was
EUR 12,677,025.99 and the net
interest income was
EUR 20,083.12.		 NA For the Loan/ Credit:
daily depending on the
payment needs or
maturity date (one year
from the signing date
which is the contract
termination date) for the
existing balance

(*) Contracts/addendums with an estimated value (the final value is not known at the reporting time or the contract/add is applied for the subsequent period) (**) The average balance was calculated based on daily balances, which in some days had the nature of claim, and in others - the nature of debt

Company Nature of Related party Nature of Currency Balances as of 30.09.2021
Name relationship Name relationship Receivables Liabilities
Rompetrol Rafinare S.A. Issuer KazMunayGas Trading AG Affiliate USD 31,562,178.74 763,881,834.95
EURO 197,738.00
Rompetrol Rafinare S.A. Issuer Uzina Termoelectrica Midia S.A. Affiliate RON 4,244,031.39 11,992,050.79
Rompetrol Rafinare S.A. Issuer ROMINSERV SRL Affiliate RON 900,283.02 66,831,392.51
Rompetrol Rafinare S.A. Issuer KMG ROMPETROL S.R.L. Affiliate RON 1,782,576.88 1,573,286,085.30
USD 1,874,357.32 170,695.59
EURO 13,802,594.95

pg. 8

Abbreviations:

NA - not applicable MOP-Monthly Operational Plan B/L - Bill of Lading

General Manager Felix CRUDU-TESLOVEANU

Financial Manager Ramona-Georgiana GĂLĂŢEANU

pg. 9

ROMPETROL RAFINARE SA 215 Năvodari Blvd. Administrative Building, 905700, Năvodari, Constanța, ROMANIA fax: + (40) 241 506 930 | phone: + (40) 241 506 207 | email: [email protected] www.rompetrol.com

Annex 2 - transactions with affiliated parties according to art. 108 para. (12) of Law 24/2017, republished, concluded between Rompetrol Downstream SRL (DWS) - the subsidiary of Rompetrol Rafinare S.A. (RRC) and KMG Rompetrol S.R.L. (KMGR) - affiliated with the RRC

No. Type and No.
Contract, date of
conclusion		 Object of transactions Transaction value Guarantees constituted Terms and methods of payment
1 2 3
DWS - as Participant Company (Member of the cash pooling System)		 4 5 6
KMGR - as Coordinating Company
1 Loan agreement
from 25.08.2014		 Running of Available Funds
Optimization System of the
companies within the
Rompetrol Group (Cash
pooling)		 The value of the average balance
of the RON cash pooling account in
October 2021 was
RON 1,057,474,801 and the net
interest income this month was
RON 3,153,800
The value of the average balance
of the USD cash pooling account in
October 2021 was - USD 28,384,964
and the net interest expense was
- USD 63,352
The value of the average balance*
of the EUR cash pooling account in
October 2021 was - EUR 42,130 and
the net interest expense was
- EUR 70.10		 NA termination date) for the existing balance

(*) The average balance was calculated based on daily balances, which in some days had the nature of claim, and in others - the nature of debt

Company Nature of Related party Nature of Currency
Balances as of 30,09.2021
Name relationship with
the Issuer		 Name relationship with the
Issuer		 Transaction Name Receivables Liabilities
Rompetrol Downstream
S.R.L.		 Subsidiary of RRC
(Issuer)		 KMG ROMPETROL S.R.L. Affiliate Cash pooling RON 1,057,933,874 820,080
Cash pooling USD 20,913,646 48,364,645
Cash pooling EUR 42,378

Abbreviations:

NA - not applicable

General Manager of Rompetrol Rafinare SA Financial Manager of Rompetrol Rafinare SA

Felix CRUDU-TESLOVEANU Ramona-Georgiana GĂLĂŢEANU

pg. 10

ROMPETROL RAFINARE SA 215 Năvodari Blvd. Administrative Building, 905700, Năvodari, Constanța, ROMANIA fax: + (40) 241 506 930 | phone: + (40) 241 506 207 | email: [email protected] www.rompetrol.com

Annex 3 - transactions with affiliated parties according to art. 108 para. (12) of Law 24/2017, republished, concluded between Rompetrol Gas SRL (RGS) - the subsidiary of Rompetrol Rafinare S.A. (RRC) and KMG ROMPETROL S.R.L. (KMGR) - affiliated with the RRC, respectively ROMPETROL BULGARIA JSC - affiliated with the RRC

No. Type and No.
Contract, date of
conclusion		 Object of transactions Transaction value Guarantees constituted Terms and methods of payment
1 2 3 4 5 6
RGS: as Participant Company (Member of the cash pooling System)
KMGR - as Coordinating Company
1 Loan agreement
from 25.08.2014		 Running of Available Funds
Optimization System of the
companies within the
Rompetrol Group (Cash
pooling)		 The value of the average balance of the
RON cash pooling account October 2021
was RON 285,750,356.06 and the net
interest income this month was
RON 923,612.81
The value of the average balance of the
USD cash pooling account in October
2021 was - USD 40,432,179.76 and the net
interest expense was - USD 89,800.25		 NA termination date) for the existing balance
RGS: as Seller
ROMPETROL BULGARIA JSC: as Buyer
2 Sale-Purchase
Contract RGS
No:155/17.10.2019		 Sale of products (Liquefied
petroleum gas, commercial
propane butane 40/60) during
January-October 2021		 10,057,887.56 USD 35 days from the date of invoicing

(*) The average balance was calculated based on daily balances, which in some days had the nature of claim, and in others - the nature of debt

Company Nature of relationship Related party Nature of Transaction Name Currency Balances as of 30,09.2021
Name with the Issuer Name relationship
with the
Issuer		 Receivables Receivables
Rompetrol Gas S.R.L. Subsidiary of RRC (Issuer) KMG ROMPETROL S.R.L. Affiliate Cash pooling RON 256,374,636.91
Cash pooling-interest RON 642,313.94
Cash pooling USD 39,334,786.76
Cash pooling-interest USD 77,749.10
Rompetrol Gas S.R.L. Subsidiary of RRC (Issuer ROMPETROL BULGARIA
JSC		 Affiliate Sale – purchase USD - 343.10

Abbreviations:

NA - not applicable General Manager of Rompetrol Rafinare SA Financial Manager of Rompetrol Rafinare SA Felix CRUDU-TESLOVEANU Ramona-Georgiana GĂLĂŢEANU

Annex 4 - transactions with affiliated parties according to art. 108 para. (3) of Law 24/2017, republished, concluded by Rompetrol Rafinare S.A. (Issuer);

No. Name of the Affiliate party Nature of the
relationship with
the Affiliate		 Type and No. Contract,
date of conclusion		 Object of
transactions		 Transaction value Guarantees constituted Terms and methods of
payment
1 2 3 4 5 6 7 8
Transactions of ROMPETROL RAFINARE S.A. (Issuer) as Beneficiary
1 KazMunayGas Trading AG Afiliat 09447-RAFINARE-2021-09 Purchase of raw
materials		 USD 13,158,383 NA 25 days after final price is
known
2 KazMunayGas Trading AG Afiliat 09373-RAFINARE-2021-07;
RR 3/07.07.2021		 Purchase of raw
materials		 USD 3,728,630 NA 30 days after B/L date
3 KazMunayGas Trading AG Afiliat 09374-RAFINARE-2021-
07_RR2/07.07.2021		 Purchase of raw
materials		 USD 13,822,322 NA 5 days after B/L date
4 KazMunayGas Trading AG Afiliat 09439-RAFINARE-2021-
08/20.08.2021		 Purchase of raw
materials		 USD 13,338,883 NA 25 days after B/L date
5 KazMunayGas Trading AG Afiliat 09496-Rafinare-2021-
10/RR1/14.10.2021		 Purchase of raw
materials		 USD 4,889,028 NA 30 days after B/L date
6 KazMunayGas Trading AG Afiliat 09470-Rafinare-2021-10;
RR3/10.09.2021		 Purchase of raw
materials		 USD 11,542,014 NA 28 days after B/L date
7 KazMunayGas Trading AG Afiliat 09471-Rafinare-2021-10;
RR3/17.09.2021		 Purchase of raw
materials		 USD 4,242,544 NA 28 days after B/L date

Abbreviations:

NA - not applicable B/L - Bill of Lading

Company Related party Currency Balances as of 30.09.2021
Name Nature of relationship Name Receivables Receivables Liabilities
Rompetrol Rafinare S.A. Issuer KazMunayGas Trading AG Affiliate USD 31,562,178.74 763.881.834,95
EURO 197,738.00

General Manager of Rompetrol Rafinare S.A. Felix CRUDU-TESLOVEANU

Financial Manager of Rompetrol Rafinare S.A. Ramona-Georgiana GĂLĂŢEANU

Annex 5- transactions according to art.108 paragraph (12) of Law 24/2017, republished, concluded between the subsidiaries of Rompetrol Rafinare S.A. (Issuer) namely: between Rompetrol Downstream S.R.L. and Rompetrol Gas S.R.L.

No. Type and No. Contract,
date of conclusion		 Object of transactions Transaction value Guarantees constituted Terms and methods of payment
1 2 3 4 5 6
Subsidiary Rompetrol GAS SRL (Subsidiary of RRC): as Seller
Rompetrol Downstream SRL (Subsidiary of RRC): as Buyer
1 Agreement of Autogas
delivery in Buyer Skid
no.217/30.09.2016		 Sale and delivery of fuel (for
period January 1st, 2021 –
October 31, 2021)		 RON 11,136,853 - 30 days from the date of invoicing

General Manager of Rompetrol Rafinare S.A. Felix CRUDU-TESLOVEANU

Financial Manager of Rompetrol Rafinare S.A. Ramona-Georgiana GĂLĂŢEANU

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