Resolution no. 1

of the Extraordinary General Meeting of Shareholders

of OMV Petrom S.A. of

26 April 2023

The Extraordinary General Meeting of Shareholders of OMV PETROM S.A., a company managed in a two-tier system, incorporated and functioning under the laws of Romania, registered with the Trade Registry Office of Bucharest Court under number J40/8302/1997, fiscal code 1590082, having its headquarters at 22 Coralilor Street, District 1, Bucharest ("Petrom City"), with a subscribed and paid share capital of RON 6,231,166,705.80 divided in 62,311,667,058 common, nominative shares having a face value of RON 0.1 each (hereinafter referred to as "OMV Petrom" or the "Company"), held on 26 April 2023 starting with 12:00 o'clock (Romania time), at OMV Petrom's headquarters located in 22 Coralilor Street, District 1, Bucharest ("Petrom City"), Infinity Building, Oval A, at the first convening (hereinafter referred to as the "EGMS"),

Considering:

·      The convening notice of the EGMS published in the Official Gazette of Romania, Part IV, no. 1319 of 20 March 2023 and in the following widely-spread newspapers: "Ziarul Financiar" and "Bursa" of 20 March 2023,

·      OMV Petrom's Articles of Association in force as of 19 October 2022 (the "Articles of Association"),

·      Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations ("Companies' Law"),

·      Law no. 24/2017 on issuers of financial instruments and market operations, as republished ("Issuers' Law"),

·      Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations with its subsequent amendments and supplementations ("Regulation no. 5/2018"),

·      Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts with its subsequent amendments and supplementations ("Regulation no. 4/2013").

Hereby decides upon items on the agenda EGMS no. 1, 2, 3 and 4, as follows:

Item 1.  With the affirmative votes of the shareholders representing 90.992636% of the share capital and 99.731646% of the total votes held by the present or represented shareholders, approves the delisting of the global depositary receipts ("GDRs") issued by Citibank N.A. ("Citibank"), admitted to listing on the standard segment of the Official List of the UK Financial Conduct Authority and admitted to trading on the main market for listed financial instruments of the London Stock Exchange, with the following identification numbers and trading symbols, each GDR representing 150 underlying shares issued by the Company:

·      ISIN for GDRs issued under Regulation S: US67102R3049

·      Trading symbol for GDRs issued under Regulation S on the London Stock Exchange: PETB

·      ISIN for GDRs issued under Rule 144A: US67102R2058

·      Trading symbol for GDRs issued under Rule 144A on the London Stock Exchange: PETR

as well as of the subsequent termination of the GDRs programme.  

Item 2.  With the affirmative votes of the shareholders representing 90.992835% of the share capital and 99.731864% of the total votes held by the present or represented shareholders, approves the empowering the Executive Board of OMV Petrom to establish the details of the delisting of the GDRs and the subsequent termination of the Company's GDRs programme including, but not limited to, determining the period during which GDR holders will be able to convert their GDRs into shares, the relevant matters regarding the sale of the underlying shares in accordance with the Regulation no. 4/2013 after the delisting of the GDRs and the effective date of delisting, to terminate the contractual relationship between OMV Petrom and Citibank under the letter agreement dated 19 October 2016 (as subsequently amended and supplemented) and, respectively, the related deposit agreements dated 19 October 2016, as well as to perform and complete any other necessary or useful action or formality for the implementation of the mandate granted through this resolution. Such empowerment of the Executive Board is valid until 31 December 2024.

Item 3.   With the affirmative votes of the shareholders representing 91.228478% of the share capital and 99.990138% of the total votes held by the present or represented shareholders, approves, in accordance with article 176, paragraph (1) of Regulation no. 5/2018, 15 May 2023 as Record Date for identifying the shareholders upon which the resolutions of the EGMS will take effect, computed as per article 87, paragraph (1) of Issuers' Law and 12 May 2023 as Ex-Date, computed as per article 2 paragraph (2) letter l) of Regulation no. 5/2018.

Item 4.     With the affirmative votes of the shareholders representing 91.228329% of the share capital and 99.989975% of the total votes held by the present or represented shareholders, approves the empowerment of Ms. Christina Verchere, President of Executive Board and Chief Executive Officer, to sign in the name of the shareholders the EGMS resolutions and to perform any act or formality required by law for the registration of the EGMS resolutions. Ms. Christina Verchere may delegate all or part of the above-mentioned powers to any competent person(s) to perform such mandate.

This resolution is signed today, 26 April 2023.

Christina Verchere

Chief Executive Officer

President of the Executive Board