Resolution no. 1

of the Ordinary General Meeting of Shareholders

of OMV Petrom S.A. of

26 April 2018

The Ordinary 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 5,664,410,833.50 divided in 56,644,108,335 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 2018, starting with 9:00 o’clock (Romanian time), at “JW Marriott” Hotel, “Constanta” Room, 90 Calea 13 Septembrie Street, District 5, Bucharest, Romania, at the first convening (hereinafter referred to as the “OGMS”),

Considering:

·         The convening notice of the OGMS published in the Official Gazette of Romania, Part IV, no. 1158 of 21 March 2018 and in the following widely-spread newspapers: “Ziarul Financiar” and “Bursa” of 21 March 2018,

·         OMV Petrom’s Articles of Association in force as of 23 May 2011 (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 (“Issuers’ Law”),

·         National Securities Commission Regulation no. 1/2006 on issuers and operations with securities, with its subsequent amendments and supplementations (“Regulation no. 1/2006”),

·         National Securities Commission Regulation no. 6/2009 on exercising certain rights of shareholders within general meetings of companies, with its subsequent amendments and supplementations (“Regulation no. 6/2009”),

·         Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts (“Regulation no. 4/2013”),

Hereby decides upon items on the agenda OGMS no. 1, 2, 3, 5, 6, 10 and 12, as follows:

Item 1.  In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.60500% of the share capital and 100% of the casted votes, approves the separate financial statements of OMV Petrom for the financial year ended on 31 December 2017 prepared in accordance with International Financial Reporting Standards (IFRS), as stipulated into Ministry of Finance Order no. 2844/2016, based on the Independent Auditor’s Report, the Report of the Executive Board and the Report of the Supervisory Board for the 2017 financial year.

Item 2.  In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.60500% of the share capital and 100% of the casted votes, approves the consolidated financial statements of OMV Petrom for the financial year ended on 31 December 2017, prepared in accordance with IFRS, as endorsed by the European Union, based on the Independent Auditor’s Report, the Report of the Executive Board and the Report of the Supervisory Board for the 2017 financial year.

Item 3.  In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.60494% of the share capital and 100% of the casted votes, approves the Annual Report which also includes the Report of the Executive Board and the Report of the Supervisory Board for the 2017 financial year.

Item 5.  In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.61395% of the share capital and 99.99999% of the casted votes, approves the 2018 Income and Expenditure Budget of OMV Petrom.

Item 6.  In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.60499% of the share capital and 100% of the casted votes, approves the discharge of liability of the members of the Executive Board and of the members of the Supervisory Board for the 2017 financial year.

Item 10. In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.61401% of the share capital and 100% of the casted votes, approves, in accordance with article 129² of the Regulation no. 1/2006, of 25 May 2018 as Registration Date for identifying the shareholders upon which the resolutions of the OGMS will take effect as per article 86 paragraph (1) of Issuers’ Law and of 24 May 2018 as Ex-Date, computed in accordance with article 2, letter f) of Regulation no. 6/2009.

Item 12.   In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.61401% of the share capital and 100% of the casted votes, approves the empowerment, individually, each of Ms. Mariana Gheorghe, President of Executive Board and Chief Executive Officer and Mr. Stefan Waldner, member of the Executive Board and Chief Financial Officer, to sign in the name of the shareholders the OGMS resolutions and to perform any act or formality required by law for the registration of the OGMS resolutions. Each of Ms. Mariana Gheorghe and Mr. Stefan Waldner 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 2018, in Bucharest, in 3 original counterparts.

Resolution no. 2

of the Ordinary General Meeting of Shareholders

of OMV Petrom S.A. of

26 April 2018

The Ordinary 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 5,664,410,833.50 divided in 56,644,108,335 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 2018, starting with 9:00 o’clock (Romanian time), at “JW Marriott” Hotel, “Constanta” Room, 90 Calea 13 Septembrie Street, District 5, Bucharest, Romania, at the first convening (hereinafter referred to as the “OGMS”),

Considering:

·         The convening notice of the OGMS published in the Official Gazette of Romania, Part IV, no. 1158 of 21 March 2018 and in the following widely-spread newspapers: “Ziarul Financiar” and “Bursa” of 21 March 2018,

·         OMV Petrom’s Articles of Association in force as of 23 May 2011 (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 (“Issuers’ Law”),

·         National Securities Commission Regulation no. 1/2006 on issuers and operations with securities, with its subsequent amendments and supplementations (“Regulation no. 1/2006”),

·         National Securities Commission Regulation no. 6/2009 on exercising certain rights of shareholders within general meetings of companies, with its subsequent amendments and supplementations (“Regulation no. 6/2009”),

·         Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts (“Regulation no. 4/2013”),

Hereby decides upon items on the agenda OGMS no. 4, 10, 11 and 12, as follows:

Item 4.  a) In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.61401% of the share capital and 100% of the casted votes, approves the Executive Board’s proposal regarding the allocation of the profits, determined according to the law, for the financial year ended December 31, 2017, as follows:

(i)      to reserves from fiscal facilities (reinvested profit) an amount of RON 72,091,694.13

(ii)     dividends with a gross value amounting to RON 0.020 per share; the payment of dividends is to be made in RON to OMV Petrom’s shareholders, registered with the shareholders registry kept by Depozitarul Central S.A., on the Registration Date established by this OGMS, starting with the Payment Date established by this OGMS; the net dividend and related tax on dividend is to be determined using the following computation method: the gross dividend corresponding to each shareholder will be computed by multiplying the number of shares held at the Registration Date by the respective shareholder with the gross dividend per share; the resulting amount will be then rounded down to two decimals according to the Code of Depozitarul Central S.A., with its subsequent amendments and supplementations; afterwards, the tax on dividend will be computed by applying the relevant tax rate to gross dividends already rounded down to two decimals; the amount of the net dividend to be paid will represent the difference between the gross dividend rounded down to two decimals and the amount of the related tax on dividends rounded up/down according to the legal provisions.

Item 4.  b) In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.61396% of the share capital and 100% of the casted votes, approves, in line with the capital market legislation requirements for the payment of dividends, that the payment of the dividends is made through Depozitarul Central S.A. (i) via the participants in the clearing-settlement and registry system and, where appropriate, (ii) via the payment agent BRD Groupe Societe Generale S.A.

Item 10. In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.61401% of the share capital and 100% of the casted votes, approves, in accordance with article 129² of the Regulation no. 1/2006, of 25 May 2018 as Registration Date for identifying the shareholders upon which the resolutions of the OGMS will take effect as per article 86 paragraph (1) of Issuers’ Law and of 24 May 2018 as Ex-Date, computed in accordance with article 2, letter f) of Regulation no. 6/2009.

Item 11. In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.61396% of the share capital and 100% of the casted votes, approves, in accordance with Article 2 letter g) of Regulation no. 6/2009 and Article 129³ of Regulation no. 1/2006 of 19 June 2018 as Payment Date for payment of dividends for 2017 financial year.

Item 12.   In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.61401% of the share capital and 100% of the casted votes, approves the empowerment, individually, each of Ms. Mariana Gheorghe, President of Executive Board and Chief Executive Officer and Mr. Stefan Waldner, member of the Executive Board and Chief Financial Officer, to sign in the name of the shareholders the OGMS resolutions and to perform any act or formality required by law for the registration of the OGMS resolutions. Each of Ms. Mariana Gheorghe and Mr. Stefan Waldner 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 2018, in Bucharest, in 3 original counterparts.

_____________

Stefan Waldner

Director Financiar/ Chief Financial Officer

Membru al Directoratului/ Member of the Executive Board

Resolution no. 3

of the Ordinary General Meeting of Shareholders

of OMV Petrom S.A. of

26 April 2018

The Ordinary 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 5,664,410,833.50 divided in 56,644,108,335 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 2018, starting with 9:00 o’clock (Romanian time), at “JW Marriott” Hotel, “Constanta” Room, 90 Calea 13 Septembrie Street, District 5, Bucharest, Romania, at the first convening (hereinafter referred to as the “OGMS”),

Considering:

·         The convening notice of the OGMS published in the Official Gazette of Romania, Part IV, no. 1158 of 21 March 2018 and in the following widely-spread newspapers: “Ziarul Financiar” and “Bursa” of 21 March 2018,

·         OMV Petrom’s Articles of Association in force as of 23 May 2011 (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 (“Issuers’ Law”),

·         National Securities Commission Regulation no. 1/2006 on issuers and operations with securities, with its subsequent amendments and supplementations (“Regulation no. 1/2006”),

·         National Securities Commission Regulation no. 6/2009 on exercising certain rights of shareholders within general meetings of companies, with its subsequent amendments and supplementations (“Regulation no. 6/2009”),

·         Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts (“Regulation no. 4/2013”),

Hereby decides upon items on the agenda OGMS no. 7, 8, 10 and 12, as follows:

Item 7,  sub-item 7.1. In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative and secret votes of the shareholders representing 73.25075% of the share capital and 86.04896% of the casted votes, approves the appointment of Mrs. Sevil Shhaideh, Romanian citizen, born on 04.12.1964, in. Constanta City Constanta County, domiciled in Constanta City Constanta County, 46 Siretului Street, 2nd floor, ap. 5, holder of identity card series KT no. 945878, issued by SPCLEP Constanta, on 07.06.2011, valid until 04.12.2021, PIN 2641204131221, as member of the Supervisory Board for the remaining period of Mr. Mihai Busuioc’s mandate, further to the waiver of his mandate as member of the Supervisory Board, respectively until 28 April 2021.

Item 7,  sub-item 7.2. In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative and secret votes of the shareholders representing 75.16553% of the share capital and 86.78226% of the casted votes, approves the appointment of Mr. Hans Christopher Veit, Austrian citizen, born on 15.01.1958 in Rossland, Canada, domiciled at Seyringer Str. 17/7, 1210 Vienna, Austria, holder of passport no. U 2413459, issued by Austrian authorities on 18.08.2017, valid until 17.08.2022, as member of the Supervisory Board for the remaining period of Mr. Johann Pleininger’s mandate, further to the waiver of his mandate as member of the Supervisory Board, respectively until 28 April 2021.

Item 8.  In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 85.12641% of the share capital and 99.99924% of the casted votes, approves for the current year:

-       an annual gross remuneration corresponding to a net remuneration of EUR 20,000 for each member of the Supervisory Board;

-       a gross remuneration per meeting corresponding to a net remuneration of EUR 4,000 for each member of the Audit Committee;

-       a gross remuneration per meeting corresponding to a net remuneration of EUR 2,000 for each member of the Presidential and Nomination Committee.

Item 10. In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.61401% of the share capital and 100% of the casted votes, approves, in accordance with article 129² of the Regulation no. 1/2006, of 25 May 2018 as Registration Date for identifying the shareholders upon which the resolutions of the OGMS will take effect as per article 86 paragraph (1) of Issuers’ Law and of 24 May 2018 as Ex-Date, computed in accordance with article 2, letter f) of Regulation no. 6/2009.

Item 12.   In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.61401% of the share capital and 100% of the casted votes, approves the empowerment, individually, each of Ms. Mariana Gheorghe, President of Executive Board and Chief Executive Officer and Mr. Stefan Waldner, member of the Executive Board and Chief Financial Officer, to sign in the name of the shareholders the OGMS resolutions and to perform any act or formality required by law for the registration of the OGMS resolutions. Each of Ms. Mariana Gheorghe and Mr. Stefan Waldner 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 2018, in Bucharest, in 3 original counterparts.

Resolution no. 4

of the Ordinary General Meeting of Shareholders

of OMV Petrom S.A. of

26 April 2018

The Ordinary 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 5,664,410,833.50 divided in 56,644,108,335 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 2018, starting with 9:00 o’clock (Romanian time), at “JW Marriott” Hotel, “Constanta” Room, 90 Calea 13 Septembrie Street, District 5, Bucharest, Romania, at the first convening (hereinafter referred to as the “OGMS”),

Considering:

·         The convening notice of the OGMS published in the Official Gazette of Romania, Part IV, no. 1158 of 21 March 2018 and in the following widely-spread newspapers: “Ziarul Financiar” and “Bursa” of 21 March 2018,

·         OMV Petrom’s Articles of Association in force as of 23 May 2011 (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 (“Issuers’ Law”),

·         National Securities Commission Regulation no. 1/2006 on issuers and operations with securities, with its subsequent amendments and supplementations (“Regulation no. 1/2006”),

·         National Securities Commission Regulation no. 6/2009 on exercising certain rights of shareholders within general meetings of companies, with its subsequent amendments and supplementations (“Regulation no. 6/2009”),

·         Financial Supervisory Authority Regulation no. 4/2013 regarding shares underlying depositary receipts (“Regulation no. 4/2013”),

Hereby decides upon items on the agenda OGMS no. 9, 10 and 12, as follows:

Item 9. a) In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative and secret votes of the shareholders representing 65.97447% of the share capital and 76.17072% of the casted votes, approves the reappointment of Ernst & Young Assurance Services SRL (headquartered in Bucharest Tower Center Building, 15-17 Ion Mihalache Blvd., 21st Floor, Sector 1, Bucharest, registered with the Trade Registry under J40/5964/1999, having sole registration code 11909783, member of the Chamber of Financial Auditors of Romania as per authorization no. 77 dated 15 August 2001, legally represented by Mr. Bogdan Ion, a Romanian citizen, born on 14 January 1971 in Bucharest, Romania, domiciled in 198 Calea Plevnei, district 6, Bucharest, identified with identity card series RX no. 718758 issued by SPCEP S6 on 26 May 2015, valid until 14 January 2025) as financial auditor of OMV Petrom for the 2018 financial year, the duration of the audit service agreement being one year.

Item 9.  b) In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 65.97446% of the share capital and 76.17072% of the casted votes, approves a remuneration amounting to EUR 500,170 to be paid to Ernst & Young Assurance Services SRL for auditing OMV Petrom’s financial statements for 2018 financial year.

Item 10. In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.61401% of the share capital and 100% of the casted votes, approves, in accordance with article 129² of the Regulation no. 1/2006, of 25 May 2018 as Registration Date for identifying the shareholders upon which the resolutions of the OGMS will take effect as per article 86 paragraph (1) of Issuers’ Law and of 24 May 2018 as Ex-Date, computed in accordance with article 2, letter f) of Regulation no. 6/2009.

Item 12.   In the presence of the shareholders representing 86.61401% of the share capital and 86.61433% of the total voting rights, with the affirmative votes of the shareholders representing 86.61401% of the share capital and 100% of the casted votes, approves the empowerment, individually, each of Ms. Mariana Gheorghe, President of Executive Board and Chief Executive Officer and Mr. Stefan Waldner, member of the Executive Board and Chief Financial Officer, to sign in the name of the shareholders the OGMS resolutions and to perform any act or formality required by law for the registration of the OGMS resolutions. Each of Ms. Mariana Gheorghe and Mr. Stefan Waldner 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 2018, in Bucharest, in 3 original counterparts.