S.N.T.G.N. Transgaz S.A. — Proxy Solicitation & Information Statement 2025

Nov 11, 2025

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CURRENT REPORT according to Art. 139 of Law 24/2017 on the issuers of financial instruments and market operations, republished, as amended

Date of report: 11.11.2025

Name of issuing entity: SNTGN TRANSGAZ SA

Headquarters: Mediaş, 1 Constantin I. Motaş Square, Sibiu County

Telephone/fax number: 0269 803333/0269 839029

Tax identification code: RO 13068733 Trade Register number: J32/301/2000

Subscribed and paid-up capital: 1,883,815,040 LEI

Regulated market on which issued securities are traded: Bucharest Stock Exchange.

CONVENING

The Board of Administration of the National Gas Transmission Company TRANSGAZ S.A. headquartered in Medias, 1 C.I. Motas Square, Sibiu County, registered with the Trade Register Office attached to Sibiu Law Court under number J/32/301/2000, VAT Code RO13068733, according to Companies` Law 31/1990, republished, as amended, to Law 24/2017 on the issuers of financial instruments and market operations, republished, as amended, to Regulation 5/2018 of the Financial Supervising Authority on the issuers of financial instruments and market operations, as amended, and to the provisions of Art. 16 of the updated Articles of Incorporation of Transgaz, convened for the meeting on 11 November 2025,

CONVENES

The ORDINARY GENERAL MEETING OF THE SHAREHOLDERS on 17 December 2025, 10:00 a.m. to take place in Motas Hall, at the headquarters of the company located in Medias, 1 C.I. Motas Square, the county of Sibiu, in which only the persons having the quality of shareholders, meaning they are registered with the registry of the company's shareholders at the end of the day of 5 December 2025, are entitled to participate and to vote, with the following agenda:

I. THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS

1. Approval of the fixed monthly remuneration of the non-executive members of the Board of Administration, in accordance with the provisions of Article 37(2) of Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, as subsequently amended and supplemented, at a maximum level of twice the average gross monthly salary for the last 12 months for the activity carried out in accordance with the main object of activity registered by the company, at class level, according to the classification of activities in the national economy, communicated by the National Institute of Statistics prior to the appointment.

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• 2. Approval of the form of the addendum to the mandate contract concluded with the non-executive administrators of SNTGN Transgaz SA, which includes the fixed monthly remuneration and other benefits, established in accordance with the provisions of Article 39(2) of Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, as subsequently amended and supplemented, and the empowerment of a representative of the General Secretariat of the Government to sign, on behalf of the company, the addenda to the mandate contracts of the non-executive administrators of SNTGN Transgaz SA.
• 3. Approval of the maximum insurance premium limit and the minimum insured amount related to the professional liability insurance for non-executive members of the Board of Administration of SNTGN "Transgaz" SA and the coverage by the company of insurance premium expenses.
• 4. Setting the date of 14.01.2026 as registration date for the shareholders subject to the Resolution of the Ordinary General Meeting of the Shareholders, according to the applicable laws;
• 5. Empowerment of Mr Nicolae Minea , as Chairman of the Board of Administration, or his alternate, Mr Costin Mihalache , Administrator, Ms Ilinca Von Derenthall, Administrator, Ms Adina-Lăcrimioara Hanza, Administrator, to sign the Resolution of the Ordinary General Meeting of the Shareholders, and of Mr Mihai Leontin Leahu, Deputy Director-General, to sign the necessary documents for the registration and publication of the Resolution of the Ordinary General Meeting of the Shareholders at the Trade Register Office attached to Sibiu Law Court.

If the meeting is not quorate at the abovementioned date, the Ordinary General Meeting of the Shareholders will be held on 18 December 2025, 10:00 a.m. in Motaș Hall, at the headquarters of the company located in Medias, 1 C.I Motaș Square, Sibiu County, with the same agenda.

The draft resolution of the OGMS is available at the headquarters of the Company in Mediaș, 1 C. I. Motaş Square, Sibiu County, the ground floor, room 6 and/or in soft copy on the company's website (www.transgaz.ro), the link Investors/G.M.S./OGMS documents, both in Romanian and in English, as of 14 November 2025.

The documents and materials for the meeting are available as follows:

• the documents and materials for the meeting related to points 1 - 3 on the agenda of the Ordinary General Meeting of the Shareholders are available at the headquarters of the Company in Mediaș, 1 C. I. Motaş Square, Sibiu County, the ground floor, room 6 and/or in soft copy on the Company's website (www.transgaz.ro), the link Investors/G.M.S./OGMS documents, in Romanian and in English, as of 14 November 2025.

The Special Power of Attorney and the General Power of Attorney will be available in soft copy at the headquarters of the Company in Mediaș, 1 C. I. Motaş Square, Sibiu County, the ground floor, room 6 and/or on the Company's website (www.transgaz.ro), the link

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Investors/G.M.S./OGMS documents, in Romanian and in English, as of 14 November 2025.

The Board of Administration and/or the shareholders representing, solely or collectively, at least 5% of the share capital are entitled:

• to add points on the agenda of the general meeting, provided that every point is supported by reasoning or by a draft resolution proposed to be adopted by the general meeting, within 15 days from the publication of the convening, meaning 28 November 2025, 3:00 p.m.;
• to present draft resolutions for the points included or proposed to be included on the agenda of the meeting, within 15 days from the publication of the convening, meaning 28 November 2025, 3:00 p.m.;
• the abovementioned rights may be exercised only in writing, sent by courier, to fax number 0269-803.412, or to the e-mail address: secretariat.ca\_aga@transgaz.ro, for the attention of Mrs. Claudia Elena Florea.

If the exercising of the right to insert points on the agenda of the general meeting of the shareholders results in the changing of the agenda of the published convening, the company shall take all necessary actions to republish the convening with the revised agenda before the reference date of 5 December 2025.

Every shareholder may address questions related to the points on the agenda of the general meeting of the shareholders to the General Meeting of the Shareholders Secretariat at the company's headquarters in Medias, 1 C.I. Motaș Square, the ground floor, room 6, for the attention of Mrs. Claudia Elena Florea, by courier, to fax number 0269-803.412, or to the e-mail address: secretariat.ca\_aga@transgaz.ro. For identification purposes, the persons addressing such questions shall attach requests and copies of the documents proving their identity.

The answers to the questions shall be sent in writing and shall be published on the company's website (www.transgaz.ro), the link Investors/G.M.S./OGMS documents.

The shareholders registered by the reference date may vote by correspondence, prior to the general meeting, by using the form of vote by correspondence available as of 14 November 2025, at the headquarters of the Company in Mediaș, 1 C. I. Motaş Square, Sibiu County, the ground floor, room 6 and/or in soft copy on the company's website at www.transgaz.ro, the link Investors/G.M.S./OGMS Documents, in Romanian and in English.

The forms of vote by correspondence must be filled in and signed by the shareholders natural persons and accompanied by a certified copy of the identity card signed by the holder of the identity card/ filled in and signed by the legal representative of the shareholder - legal person, accompanied by the official document that certifies the quality of legal representative. In the case of legal persons or entities without legal personality, the legal representative is established based on the list of shareholders on the reference date/registration received from Depozitarul Central or, as applicable for dates different from the reference/registration date, based on the following Depozitarul Central documents submitted by the shareholder to the issuer: account statement proving the quality of shareholder and the number of shares held; documents proving

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the recording of the information regarding the legal representative at Depozitarul Central.

If the data regarding the quality of legal representative are not updated at Depozitarul Central by the shareholder legal person until the reference date, the legal representative proof is based on a true copy of the findings certificate issued by the Trade Register or on any other document issued by a competent authority of the country of registration of the shareholder, attesting the quality of legal representative, issued at least 3 months before the date of convening publication.

The forms of vote by correspondence and the supporting legal documents shall be sent in original by courier, in Romanian or in English, at the headquarters of the company located in Medias, 1 C.I. Motas Square, for registration by 15 December 2025, 10:00 a.m., the General Meeting of the Shareholders Secretariat at the headquarters in Medias, 1 C.I. Motaș Square, the ground floor, room 6, attention of Mrs. Claudia Elena Florea, or electronically signed with an extended electronic signature, according to Law 455/2001 on electronic signature, by e-mail at secretariat.ca_aga@transgaz.ro, subject to the sanction under Art. 125, paragraph 3 of Companies` Law 31/1990, republished as further amended and supplemented.

Only the shareholders registered by the reference date of 5 December 2025 may attend and vote during the meeting, in person or by their representatives, based on a special or general Power of Attorney, according to the applicable laws. The quality of shareholder and, in the case of legal persons or entities without legal personality, the legal representative is established based on the list of shareholders on the reference date / registration received from Depozitarul Central.

If a shareholder is represented by a credit institution providing custody services, such shareholder will be able to vote in the general meetings of the shareholders provided it submits to the issuer the original declaration signed and, if applicable, stamped by the legal representative of the credit institution, clearly stating the surname/name of the shareholder on behalf of which the credit institution participates and votes within the GMS, and the fact that the institution provides custody services for the relevant shareholder, within 48 hours before the general meeting, based on the voting instructions received by electronic means of communication, without the special or general power of attorney from such shareholder. The custodian shall vote in the general meetings of the shareholders only in accordance with and within the limits of the instructions received from its clients being shareholders at the reference date of 5 December 2025.

The special power of attorney and the statement, in original, signed and stamped, as appropriate, and the general power of attorney, in copy, mentioning, under the representative`s signature that it is a true copy and accompanied by an affidavit in original signed and, where appropriate, stamped, given by the legal representative of the intermediary or by the lawyer who received power of representation by the attorney general, indicating that the power is given by that shareholder as a customer, intermediary or, where appropriate, lawyer's power of attorney signed by the shareholder, including by the attachment of extended electronic signature, if any, and the

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mandate received by the order of the Ministry of the State Secretary of the Government for the participation of the state's representatives in the General Meeting of the Shareholders, in original, may be submitted at S.N.T.G.N. TRANSGAZ S.A. in Romanian or in English, at the headquarters of the company located in Medias, 1 C.I. Motaş Square, Sibiu County, the ground floor, room 6, or signed electronically by extended electronic signature, according to the provisions of Law no. 455/2001 on electronic signatures, by e-mail to the address secretariat.ca\_aga@transgaz.ro under the sanction provided in Art. 125 paragraph 3 of Companies' Law no. 31/1990, republished, as further amended and supplemented, or at the date of the general meeting of the shareholders at the BoA and GMS Secretariat Office.

For additional information please contact us at telephone 0269-803.056, fax 0269- 803.412, or at the e-mail address: secretariat.ca\_aga@transgaz.ro.

Chairman of the Board of Administration Nicolae Minea