ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
Page 1 of 37
ANNUAL REPORT
OF THE BOARD OF DIRECTORS
FOR THE 2025 FINANCIAL YEAR
drawn up in accordance with Law no. 24/2017 regarding issuers of financial instruments and
market operations and FSA Regulation no. 5/2018 regarding issuers of financial instruments
and market operations
Company
ROMPETROL WELL SERVICES S.A.
Headoffice: Ploiesti - str. Clopotei nr. 2 bis
Phone no.: 0244/544321, 0244/544101
Fax: 0244/522913
Fiscal Identification Code: RO 1346607
No. in the Trade Register: J1991000110297
Transaction market: BUCHAREST STOCK EXCHANGE
The subscribed and paid-up capital: 27.819.090 lei
The main characteristics of securities issued by the company
No. of shares: 278.190.900
Nominal value (lei/share): 0,10 lei
Grade and type of securities: “A” nominative
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
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Content
1.
Analysis of the
company’s
activity
…
…...
…………………………………….………....
3
2. The tangible assets of the company ……………….………………………….………...
13
3.
The market of securities issued by the company
..……
…………
……….……..……...
1
4
4. Management of the company …………………………………………………….……… 16
5.
The financial
-
accounting situation
…
..
…………………………………………….……...
20
6.
Corporate governance
……
…..
…………………………………………………….…….
2
2
7. Annexes..……………………………………………………….……………………………
35
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
Page 3 of 37
1. Analysis of the company’s activity
Rompetrol Well Services S.A. ("RWS") is one of the most important well services companies in
Romania, with the ability to provide a wide range of services for oil and gas wells in Romania and
Eastern Europe (cementing, stimulation, various pumping, pressure testing, instrumentation, well
casing operations, etc.).
During 2025, the activity was influenced by several factors independent of the company's current
activity - the impact of applicable fiscal measures, which reduced the forecasted level of
investments on the market, the implementation of restructuring programs in the industry, which
led to the postponement of the launch of orders related to ongoing contracts.
Rompetrol Well Services (RWS) adapted to the volatile market context and maintained its
profitability, through a business strategy focused on identifying new opportunities and
partnerships. The company continues to analyze opportunities for involvement in projects specific
to the upstream market, as well as cementing projects in areas with geothermal potential in
Europe.
-RON
2023
2024
2025
Operational income, out of which: 73.487.511
77.024.291
66.453.513
Rendered services 72.067.998
74.196.791
62.829.476
Operational expenses, out of which: (62.682.833)
(68.415.726)
(64,676,491)
Depreciation and Amortization (5.921.961)
(4.806.037)
(5.225.998)
Adjustments on provisions, net (47.250)
456.985
(17.413)
Net financial income 3.050.169
3.168.160
2.987.894
EBIT 13.854.847
11.776.725
4,764,916
Net result 11.767.863
10.237.307
3,862,301
Availability in the cash-pooling system 50.730.823
47.109.341
43.379.232
Number of employees (average) 135
138
134
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
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1.1. a) Description of the core activity of the company
Having over 70 years of experience, Rompetrol Well Services SA is a competitive, solid and
reliable partner, offering a wide range of services in the oil and gas industry.
The object of the Company's activity consists in: provision of services for oil and gas wells, rental
of well tools and equipment and other services. The services offered: cementing, stimulations,
tubular running services, that are performed in the oil fields in Romania and abroad.
b) Specifying the date of establishment of the company
Company Rompetrol Well Services S.A. was established in 1951 and in the more than 70 years
of activity, although it operated with different structures and under different names, the main
profile was the execution of special operations at oil and gas wells in Romania.
Government Decision no. 1213 of November 1990 decided that the Company should become a
joint-stock company, according to Law no. 15/1990, under the name of PETROS S.A., the name
under which it operated until September 2001, when it changed its name to ROMPETROL WELL
SERVICES S.A.
c) Description of any significant merger or reorganization of the company, its subsidiaries
or controlled companies, during the financial year
During 2025 and 2024, respectively, there were no mergers or reorganizations of the company.
d) Description of acquisitions and/or disposals of assets
The Company's purchases were mainly represented by equipment necessary for the current
activity. Thus, the equipment modernization program continued in 2025, focusing on updating
technologies for cementing and well stimulation services. The company has not disposed of
assets with significant accounting value.
e) Description of the main results of the evaluation of the company's activity.
1.1.1. Elements of general assessment:
a) profit:
At the end of 2025, Rompetrol Well Services records a positive result (profit) of 3,862,301 lei,
62% lower than the level of profit recorded in the previous year, being influenced by the low
level of activity in the upstream market in Romania.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
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b) turnover:
In 2025, the turnover was 63,297,288 lei, 15% lower than the one recorded at the end of 2024,
respectively 24% lower than the budgeted one. The impact was generated by a decrease
recorded in the area of primary and secondary cementing services.
c) export:
In 2025, the Company didn’t provided services outside Romania.
d) costs:
In 2025, the operating expenses adjusted with elements of the nature of provisions were in the
amount of 64,676,491 lei, 5% lower than those registered in the previous year, their evolution
being influenced mainly by the direct costs related to the basic activity (cement, additives,
equipment maintenance and repairs).
e) own market share %;
In Romania, the company holds market shares up to 70% for different types of special services
provided.
f) liquidity (available in the account, etc.).
From the point of view of liquidity, the Company maintained the ability to cover current liabilities
from current assets, the current liquidity indicator reaching a level of 3.38 on December 31, 2025.
1.1.2. Evaluation of the technical level of the company
Description of the main rendered services
The main works performed by the company ROMPETROL WELL SERVICES are the following:
• Cementing and pumping services of various kinds:
casing cementing, primary cementing, secondary cementing (plug cementing and squeeze
cementing), well kills, circulations, milling and replacement of fluids, interventions in damaged
wells, various pumping, etc.
• Stimulation services:
surfactant treatement, acid pumping, transport of fluids (acid solutions, emulsions and enzymes,
etc.), water shut-off.
• Special operations with liquid nitrogen:
lift-off operation, foam acidizing, pressure integrity testing;
• Operations with mechanical tongs for well casing;
• Rental of tools and equipment for various drilling-extraction works or resolving well
technological accidents;
• Analyzes in our own laboratory for cements and well fluids;
• Preparation of cement slurry according to the recipes;
• Operations with cement retainers.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
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a) the main markets for each product or service and the distribution methods
The company ROMPETROL WELL SERVICES has maintained its position on the domestic
market, being constantly concerned with improving the quality of the services provided. Having
production capacities throughout the country as well as a qualified and well-trained workforce in
the field of providing special services to oil and gas wells, ROMPETROL WELL SERVICES
promptly provides the services required by their beneficiaries, regardless of the location.
The main markets for Rompetrol Well Services are in Central and Eastern Europe.
b) the share of each category of products or services in the revenues and in the total
turnover of the company for the last three years;
The share of each category of services in the turnover for the years 2023, 2024, 2025 is presented
as follows:
Type of service
2023 2024 2025
Actual value
(RON)
% Actual value
(RON)
% Actual value
(RON)
%
1 2 3 4 5 6 7
Cementing-Pumping
services
57.540.957
79.3% 54.185.748
72.6% 42.080.431
66.5%
Stimulation services 10.661.775
14.7% 15.499.577
20.8% 17.000.451
26.9%
Nitrogen services 2.537.335
3.5% 3.026.895
4.1% 3.023.372
4.8%
Casing Running services 742.348
1.0% 846.203
1.1% 92.918
0.1%
Tools Rental services 75.642
0.1% 212.001
0.3% 215.801
0.3%
Other services 1.005.617
1.4% 904.025
1.2% 884.315
1.4%
TOTAL 72.563.673
100% 74.674.449
100% 63.297.288
100%
c) the new products considered for which a substantial volume of assets will be affected
in the future financial year as well as the stage of development of these products.
The equipment modernization program of recent years focused on updating technologies for
cementing and well stimulation services, respectively tubular running and acidizing services. The
high-pressure pumping equipment is in accordance with the current safety requirements of the
industry. The company continues to implement effective cementing and well stimulation
technologies, meeting the operational requirements of customers.
1.1.3. Evaluation of the technical-material supply activity (indigenous sources, import
sources)
Information on security of supply sources, prices of raw materials and stock sizes of raw materials
and supplies.
The main types of materials needed to carry out the activity are: class G cement and specific
additives, fuels and lubricants, auto spare parts and technological equipment, secured on the
basis of firm contracts concluded annually, which ensures stability and safety of the company's
operation in optimal conditions. The levels of stocks of raw materials and spare parts vary
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
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depending on the volume of activity expected for the next period. The purchase prices are the
prices applied on the market.
1.1.4. Evaluation of the selling activity
a) Description of sequential sales evolution on the domestic and/or foreign market and
medium- and long-term sales prospects;
The evolution of revenues is presented in the following table:
-
RON
20
23
20
24
20
25
Sales by activities, out of which:
72.563.673
7
4
.
674
.
449
63
.
297
.
288
Income from services provided 72.067.998
74.196.791
62.829.476
Income from sale of goods
495.67
5
4
77
.
658
467
.
812
Despite the constantly changing market conditions, the Company has managed to secure its
leading position on the specific market segment through diversity and flexibility in offering
specialized services tailored for each individual client. From an operational point of view, the
Company implemented measures to ensure the availability of labor in order to fulfill all orders.
From a commercial point of view, the Company participated in all publicly announced tenders in
order to ensure the activity for the next period.
It is estimated that during 2026 the Company will record an increasing level of sales compared to
the level of 2025. As before, the Company's flexibility in terms of the type of services provided,
together with a strong financial position, including cash availability, will allow it to maintain a high
level of activity.
b) Description of the competitive situation in the field of activity of the company, of the
market share of the products or services of the commercial company and of the main
competitors;
In the conditions of an increasingly competitive environment and a cautious level of activity in the
oil and gas industry, the Company managed to maintain the market share for most of the services
provided in Romania, while at the same time increasing the complexity of the services provided.
The company has a market share up to 70% of the specific services market.
The main competitors of the Company in terms of main activities are: Schlumberger, Halliburton,
Tacrom.
c) description of any significant dependence of the company on a single customer or on a
group of customers whose loss would have a negative impact on the company's revenues.
It can be stated that ROMPETROL WELL SERVICES depends on the position of OMV - PETROM
BUCUREŞTI S.A., a customer that represents over 70% of the company's sales. To reduce this
risk of dependence, the company aims to increase the share of special well services provided to
other E&P players on the local market and expand the activity on the foreign market.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
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1.1.5. Evaluation of aspects related to the company's employees/staff
a) Specifying the number and level of training of the company's employees as well as the
degree of unionization of the workforce;
The company carried out training of employees, mainly through internal training programs, to
ensure obtaining the maximum benefits from the exploitation of existing equipment, the
continuous raising of the level of competence of employees and to create a safe work
environment.
The staff structure as of December 31, 2025 is as follows:
Total number of staff, of which:
1
29
- high education 57
-
with secondary education
7
- skilled workers 65
The degree of labor unionization is 86.04%.
b) Description of the relations between the manager and the employees, as well as any
conflicting elements that characterize these relations.
The relations between the manager and employees are based on collaboration and are carried
out on the basis of the "Collective Labor Agreement", existing at the company level, without
identifying conflicting elements.
c) Assessment of issues related to the impact of the issuer's core activity on the health
and safety of workers
The QHSE Management System of Rompetrol Well Services reflects the provisions of a
comprehensive set of applicable legal requirements, based on detailed internal procedures and
risk assessments. All Company employees are covered by the current QHSE management
system.
To improve the company’s health and safety performance, the following specific measures were
implemented during the 2025 reporting period:
• Quarterly meetings of the Health and Safety Committee
• Safety audits, as well as the implementation of the electronic hazard reporting system
(HOC Platform);
• The 2025 internal audit plan;
• Job Safety Analysis (JSA) and risk assessment for all operations
• Mandatory training and professional training according to the annual training plan
As part of its QHSE management system, the company provides road safety awareness
campaigns, “lessons learned” sessions regarding incidents that have occurred in the industry,
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
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GPS fleet monitoring, and defensive driving programs to ensure transportation safety (the
indicators are reported during the weekly management meetings).
Throughout 2025, the company monitored the driving-parameter tracking system installed on all
vehicles in its fleet. This system generates comprehensive reports (speed and route monitoring
via GPS, harsh acceleration and braking, seatbelt use, use of headlights, driving times). Complex
reports are issued for each company driver, who are periodically informed about their defensive
driving performance.
Risk assessments are carried out in accordance with Romanian legislation and are subject to
periodic review and updates whenever a process is modified or new risks are identified. The risk
register is updated quarterly. Employees are encouraged to report such risks during regular
trainings. They can do this directly or communicate them anonymously through the Health &
Safety mailbox available in each facility. In the event of incidents, the company applies its QHSE
responsibility policy, which is a best practice “stop work” policy that avoids placing blame on
employees.
Occupational health and safety trainings are provided regularly, in line with current legislation:
• Training on legal requirements (monthly)
• Training and practical demonstrations regarding “Life Saving Rules”;
• Professional training matrix;
• Other professional training aimed at skills development (forklift drivers, professional
drivers, IWCF, Bosiet, Occupational Risk Assessor, etc.) included in the Annual Training
Plan;
• Road safety and defensive driving training.
The OHS hazards of products and the associated risk controls for employees and contractors are
communicated through trainings based on Safety Data Sheets. Furthermore, to monitor, track,
assess, and manage product related incidents, the company applies procedures, simulations, and
trainings such as:
• Hazardous Substances Policy;
• Chemical hazard communication;
• Chemical handling;
• Chemical storage and disposal;
• Chemical exposure.
All training expenses are covered by the company. Communications and audits are also extended
to contractors, along with communications on various OHS topics.
With 230,817 hours worked in 2025 and 1,226,985 km driven, Rompetrol Well Services recorded
no fatalities, no occupational accidents, and no cases of occupational illness.
One Medical Treatment Case (MTC) was recorded, in which an operator sustained a minor head
injury but returned to work the same day after receiving medical care. The incident was
investigated by a joint committee, which resulted in both technical measures to improve worker
safety during operations and organizational measures through the revision of the work procedure
and the training of the personnel involved.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
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1.1.6. Evaluation of aspects related to the impact of the issuer's core activity on the
environment
The synthetic description of the impact of the issuer's core activities on the environment as well
as any existing or anticipated litigation regarding the violation of environmental protection
legislation.
The activities carried out within the Company, both at the headquarters in Ploiești and at all
branches and operational sites across the country, strictly follow the applicable environmental
legislation, thereby avoiding any litigation that could arise from non-compliance with current
regulations.
The Company conducts periodic inspections to verify compliance with environmental
requirements according to the environmental permits issued for its operational sites nationwide.
These controls help prevent penalties or fines that could result from failing to meet obligations in
this area, but also support relationships with our suppliers and customers, who have become
increasingly focused on environmental considerations and on identifying sustainable solutions to
reduce ecological footprints.
Compliance verification with environmental provisions is a complex process through which the
Company performs a detailed evaluation of activities with environmental impact, the manner in
which legislation is applied both to on-site technological processes and to relevant documentation,
identifying potential non-conformities and proposing corrective, preventive, or impact reduction
measures.
In July 2025, a surveillance audit of the Integrated Management System (environment, quality,
and occupational health & safety), conducted by DNV Business Assurance, confirmed that
Rompetrol Well Services S.A. continues to operate in full compliance with ISO 9001:2015, ISO
14001:2015, and ISO 45001:2018. To maintain compliance with these standards, the Company
performs annual internal audits for environment, quality, and health & safety across all bases, as
well as inspections at client locations where operations are carried out.
Throughout 2025, Rompetrol Well Services S.A. obtained annual environmental visa for all five
Environmental Permits it holds. Following inspections conducted by environmental authorities on-
site, no corrective measures or sanctions were imposed.
Rompetrol Well Services has set several environmental objectives, including:
Reducing greenhouse gas emissions intensity, according to GRI 305-4.
Target: 1% reduction compared to 2024
Reducing the “Third-party water” indicator according to GRI 303
Target: 0.5% reduction compared to 2024
Preventing any accidental pollution according to GRI 306;
Target: 0 accidental pollutions caused by Rompetrol Well Services employees
Eliminating plastic waste within the Company;
Target: 100% recovery
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
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Monitoring and implementing environmental aspects required within environmental permits;
Target: 100% completed
Environmental protection training for all personnel;
Target: 100% completed
The management of ROMPETROL WELL SERVICES ensures the necessary resources and
framework for implementing established environmental objectives, actively involving itself in all
projects aimed at continuous improvement of environmental protection through the services
provided.
In accordance with Law No. 105/2006 and Emergency Government Ordinance No. 196/2005 on
obligations related to the Environmental Fund, Rompetrol Well Services S.A. pays monthly taxes
for air pollutant emissions from stationary sources and annually pays the tax for packaging
introduced on the market, according to the Environmental Fund requirements.
1.1.7. Evaluation of the research and development activity
Specifying the expenses in the financial year as well as those anticipated in the next financial year
for the research and development activity.
In 2025, the Company did not record research and development expenses.
1.1.8. Evaluation of the company's activity regarding risk management
Description of the company's exposure to price, credit, liquidity and cash flow risk. Description of
the company's policies and objectives regarding risk management.
The activity carried out by the Company implies its exposure to the following risks:
- price risk: the Company has a flexible pricing policy, which allows it to react and adapt to any
price fluctuations that may appear in the market;
- credit risk: the Company's activity is financed from its own sources, but the impact of commercial
credit could not be completely eliminated. The company manages customer credit in a procedural,
flexible manner, through the contracting strategy established as an essential risk distribution
mechanism. The Company's management constantly monitors receivables and their collection;
- interest rate risk: the company has not contracted bank loans, thus not being influenced by
interest rate volatility. For the availabilities placed in the cash pooling system, the interest income
is variable in relation to the ROBOR evolution;
- liquidity risk: until now the liquidity risk has been estimated as low, as the Company has managed
to achieve a stable balance between the maturity of receivables generated by sales and the
enforceability of debts for operational and investment activity.
- the risk of exchange rate variations: most of the Company's revenues are reported in RON and
EUR. The gap between the registration of amounts in foreign currency and their settlement cannot
generate significant patrimonial effects as a result of the exchange rate variation.
More details regarding risks faced by the Company are presented in the Financial Statements for
the year 2025, in Note 23.
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ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
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1.1.9. Elements of perspective regarding the company's activity
a) Presentation and analysis of trends, elements, events or uncertainty factors that affect
or could affect the liquidity of the commercial company compared to the same period of
the previous year.
The activity carried out by the Company did not cause dysfunctional cash flows, being
compensated by the efficiency of the management of existing liquidity. Commitments to suppliers
were paid rhythmically. The registered arrears do not present the risk of significant penalties. As
of December 31, 2025, the Company is not involved in litigation regarding the payment of
outstanding debts. The company ensured permanent efficiency in honoring contracts throughout
the country.
The prospects of expanding service activities on foreign markets, however, require rational
decisions in the careful use of liquidity when concluding new contracts.
The main objectives for 2026
Continuation of offering high quality services in all the main activities carried out by the Company.
Taking into account the current market context, the Company is analyzing the possibility of
expansion on the service market in the Middle East region, as well as the expansion of the activity
in Central and Western Europe. In this sense, the Company continued discussions with possible
local partners, including considering the opening of an operational base in the area.
b) Presentation and analysis of the effects of capital expenditures, current or anticipated,
on the financial situation of the company compared to the same period last year.
The operation of the Company's activity was financed from its own sources, without requiring the
contracting of loans from banking institutions or other legal entities.
In the category of debts, there are no outstanding debts of interest or other loans committed from
banking institutions, but only the effect of the application of the new leasing standard.
The permanent trend for the constructive and functional improvement of the drilling installations,
imposed by the need to obtain a technical-economic efficiency of the extraction wells, led to the
need to make investments in order to be able to respond to the market requirements.
A share of 91% of the increase recorded in tangible assets, in the amount of 3.2 million RON, is
represented by the purchase and/or modernization of the installations and equipment used in the
operations carried out at the drilling wells and other ancillary operations.
Approximately 9% of the total investments made by the Company in 2025 concerned works
carried out in order to rehabilitate and modernize operational bases.
The company secured its own financial resources for the full implementation of the investment
budget for 2025.
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c) Presentation and analysis of events, transactions, economic changes that significantly
affect the income from the core activity.
Despite the constantly changing market conditions, the Company has managed to secure its
leading position in the specific market segment through diversity and flexibility in offering
specialized services tailored for each individual client. It provides a wide range of services for oil
and natural gas wells (cementing, stimulation, well casing operations, etc.).
Last year, Rompetrol Well Services performed 69 primary cementing operations, 163 secondary
cementing operations, and 425 stimulation operations, with a total number of works lower than
the company's forecasts.
2. The tangible assets of the company
2.1. Specifying the location and characteristics of the main production capacities owned
by the commercial company.
The patrimonial assets of tangible type allow a flexible organization in the territory to promptly
fulfill the orders of the beneficiaries.
The place of service provision is identified at the beneficiaries, not in the organizational perimeter
of the Company, the use of the production capacities being dependent on the orders received
from the beneficiaries.
The location of the land and buildings on the geographical area is identified in the following
localities: Ploiesti (Prahova County), Campina (Prahova County), Razvad (Dâmboviţa County),
Leordeni (Arges County), Mihaesti – Stuparei (Valcea County), Potcoava (Olt County), Craiova
(Dolj County), Tg. Carbunesti (Gorj County), Slobozia - Conachi (Galati County), Ianca (Braila
County), Timişoara (Timis County), Medias (Sibiu County), Moinesti (Bacau County), Videle
(Teleorman County).
The main production capacities are represented by: cementing aggregates, containers, tanks,
cementing laboratory equipment and other types of vans and drilling tools.
2.2. Description and analysis of the degree of wear and tear of the Company's assets.
Working outdoors at wells, traveling on hard-to-reach roads and using corrosive materials implies
a high degree of wear and tear, compensated by the investments of recent years. The automotive
specifics of the production capacities imply, the recognition of some maintenance costs resulting
from the adaptation and implementation of the imperative normative acts specific to European
integration and environmental protection issues: ADR transport licenses, rovignetes,
tachographs, environmental taxes, taxes for first registration, local taxes, etc.
2.3. Specifying the potential issues related to the right of ownership of the tangible assets
of the company.
For all tangible assets, the right of ownership is recognized, according to the documents held
and the regulations in force.
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3. The market of securities issued by the company "ROMPETROL WELL SERVICES" S.A.
3.1. Specifying the markets in Romania and other countries where the securities issued by
the company are traded.
Securities issued by ROMPETROL WELL SERVICES S.A. are admitted to the rate of the
Bucharest Stock Exchange by decision no. 133/ 26.03.1998 and are traded on this market in the
STANDARD category in the sector of securities issued by Romanian legal entities, from
18.06.1998, under the symbol PTR. The securities issued by the company are category A -
registered shares.
As of 31.12.2025 the share capital is 27,819,090 lei, equivalent to 278,190,900 shares with a
nominal value of 0.10 lei/share and is distributed among the holders as follows:
1. KMG INTERNATIONAL N.V. Netherlands 20.311.015 lei (73,0111 %)
2. KJK BALKAN HOLDING S.a.r.l Luxembourg 2.970.995 lei (10,6797 %)
3. Other shareholders (4542 shareholders) 4.537.080 lei (16,3092 %)
Shareholder structure
3.2. Description of the company's policy regarding dividends. Specifying the dividends
due/paid/accumulated in the last 3 years and, if applicable, the reasons for the eventual
reduction of dividends during the last 3 years.
The decision to declare and pay dividends is taken during the Ordinary Annual General Meeting
of Shareholders upon the recommendation of the Board of Directors. The recommendations
regarding the amount of the dividend and the method of payment are adopted during the meeting
of the Board of Directors to propose the distribution of the profit based on the year-end results.
The policy provides a differentiated approach to determining the volume of dividends with regard
to the Company, depending on:
• The nature and profitability of the commercial activity carried out by the Company and its
capital needs;
KMG
International
NV (NL),
73.01%
KJK Balkan
Holding
S.a.r.l, (Lux)
10.68%
4542
shareholders
with holdings
below 3%
each; 16,31%
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
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• Anticipated equity capital needs for the fulfillment of activity plans and investment projects;
• The effective volume of dividends will take into account the financing needs with equity capital
for:
Financing capital investments in existing assets;
Financing of investment projects regarding the part that requires the allocation of own
funds according to the agreed project financing structure;
Debt repayment;
Other relevant factors influencing the company's cash flows.
The Board of Directors prepares proposals regarding the effective volume of dividends distributed
for the reporting period.
The dividend distribution rate, subject to the other provisions of this Policy, is set at a minimum of
30%, as long as there are sufficient cash availability, calculated as follows:
Cash balance N + Net cash pooling balance N + Cash from operations N +1 + Cash from
investments N + 1 + Financial costs N + 1 + Mandatory loan repayments N + 1
where N is represented by the year for which the distribution is made, while N+1 represents the
following year. For N+1, the calculation is prepared based on the budget.
Dividends are distributed to the Company's shareholders in proportion to their holdings in the
Company.
The final decision will be taken by the appropriate corporate bodies of the Company.
The value of the dividends is identified when the decision to declare and pay the Dividends is
taken.
The GMS decision regarding the declaration and payment of dividends reflects the following:
- dividend value per share;
- the registration date and the corresponding ex date, which identify the shareholders entitled to
the dividend;
- dividend payment date;
- any other legal requirements mentioned in the legal provisions in force.
For the financial year ended on December 31, 2023, EGMS from 25.04.2024 approved the
allocation of the profit, computed according to applicable legislation, as well as the distribution of
dividends for the financial year 2023, in the amount of 11,767,863 RON, respectively 0.042301
gross lei/share.
For the financial year ended on December 31, 2024, EGMS from 28.04.2025 approved the
allocation of the profit, computed according to applicable legislation, as well as the distribution of
dividends for the financial year 2024, in the amount of 10,237,307 RON, respectively 0.036799
gross lei/share.
For the financial year ended on December 31, 2025, EGMS from 28(29).04.2026 is to decide on
the way to distribute the profit. The proposal of the Board of Directors is to distribute the net profit
as dividends in the amount of 3,862,301 RON, respectively 0.0138836 gross lei/share.
Until December 31, 2025, the Company paid the following dividends:
- 94% of the gross dividend approved for the 2022 financial year;
- 94% of the gross dividend approved for the 2023 financial year;
- 94% of the gross dividend approved for the 2024 financial year
3.3. Description of any activities of the company to purchase its own shares.
The company did not carry out activities for the purchase of its own shares.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
Page 16 of 37
3.4. If the company has subsidiaries, specifying the number and nominal value of the
shares issued by the parent company held by the subsidiaries.
Not applicable.
3.5. If the company has issued bonds and/or other debt securities, the presentation of how
the commercial company pays its obligations to the holders of such securities.
Not applicable.
4. Management of ROMPETROL WELL SERVICES S.A.
According to the Articles of Incorporation, the Company is managed by a Board of Directors
composed of 5 members, appointed by the Ordinary General Meeting. The members may also
be shareholders of the Company, either individuals or legal entities, of Romanian or foreign
citizenship/nationality.
At the beginning of 2025, the Board of Directors was composed of:
•
Pavel Romanenko – temporarily appointed as member and Chairman of the Board of
Directors by Board Decision no. 1/30.09.2024, for a mandate starting on 01.10.2024, valid until
the Ordinary General Meeting is convened;
•
Ștefan Georgian Florea, Vasile Gabriel Manole, Olga Turcanu and Eugeniu Moby Henke –
elected by the Resolution of the General Meeting of Shareholders dated 27.04.2022, for a 4-
year mandate starting on 30.04.2022.
On 16.01.2025, Mr. Pavel Romanenko notified his resignation from the positions of Chairman and
member of the Board of Directors, effective as of 20.01.2025, his last day of mandate being
19.01.2025.
By Board Decisions no. 1 and no. 2 dated 20.01.2025, Mr. Yedil Utekov was appointed as interim
director and Chairman of the Board of Directors, starting on 20.01.2025, until the Ordinary
General Meeting is convened.
By the Resolution of the Ordinary General Meeting of Shareholders dated 28.02.2025, Mr. Yedil
Utekov was elected as member of the Board of Directors for a mandate covering the period
between 28.04.2025 and 30.04.2026.
By Board Decision no. 1 dated 05.05.2025, Mr. Yedil Utekov was designated Chairman of the
Board of Directors, starting from the same date.
On 15.05.2025, Mr. Eugeniu Moby Henke notified his resignation from the position of director,
effective as of 01.06.2025, his last day of mandate being 31.05.2025.
By Board Decision no. 1 dated 28.05.2025, Mr. Turlybekov Nurdaulet was appointed as interim
director, starting on 01.06.2025, until the Ordinary General Meeting is convened.
By Board Decision no. 1 dated 03.12.2025, Mr. Turlybekov Nurdaulet was revoked from the
position of interim director due to the express non-acceptance of the mandate, and Mr. Sorin
Graure was appointed as interim director starting on 03.12.2025, until the Ordinary General
Meeting is convened.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
Page 17 of 37
Thus, as of the end of 2025, the composition of the Board of Directors is as follows:
Yedil Utekov – the Chairman of the Board of Directors
Georgian Stefan Florea – Member / General Manager
Olga Turcanu – Member
Vasile Gabriel Manole – Member
Sorin Graure – Member
4.1. Presentation of the list of company administrators and the following information for
each administrator:
a) CV (name, surname, age, qualification, professional experience, position and length of
service;
• Pavel Romanenko - Kazakh citizen, born in 1985
Chairman of the Board of Directors for the period 01.10.2024 – 20.01.2025.
Term of office: starting with 01.10.2024 until 20.01.2025.
Mr. Pavel Romanenko has a bachelor's degree in geophysics, but also a master's degree in
petroleum engineering obtained at the Kazakh-British Technical University in Almaty. He also
holds several certifications in drilling, geomechanics or hydraulic fracturing.
• Yedil Utekov - Kazakh citizen, born in 1976
Chairman of the Board of Directors for the period 20.01.2025 – 31.12.2025
Term of office: starting with 20.01.2025 until 31.12.2025
Mr. Yedil Utekov graduated from the Faculty of Chemical Engineering of Natural Resources and
Hydrocarbons within Astrakhan State Technical University from Russia.
Previously, Mr. Yedil Utekov held key positions within the KMG International Group, including
Chief Executive Officer of Rompetrol Rafinare, Managing Director – Refining and
Petrochemicals, and Director of the Production and Industrial Services Division.
• Georgian Stefan Florea- Romanian citizen, born in 1982
Member of the Board of Directors during the period 30.04.2022 – 31.12.2025
Term of office: 4 years starting on 30.04.2022
He graduated from the Ploiesti University of Oil and Gas. Mr. Florea holds a Master's degree in
reservoir engineering obtained at the Ploiesti University of Petroleum and Gas.
Georgian Stefan Florea has been with Rompetrol Well Services since 2007, successfully fulfilling
his duties in such roles as - initially at the operational level, holding the positions of petroleum
engineer DST division, field engineer at the cementing division, petroleum engineer technical
department, representative of Rompetrol Well Services & Rompetrol SA in Kurdistan, Sales
Coordinator and up to management level, Deputy General Manager of Rompetrol Well Services
since March 2018 – 18.10.2021 and General Manager starting with 18.10.2021.
• Olga Turcanu - Romanian citizen, born in 1979
Member of the Board of Directors between 30.04.2022 - 31.12.2025.
Term of office: 4 years starting on 30.04.2022.
Olga Turcanu studied international economic relations and economic law at the Academy of
Economic Sciences of Moldova having the bachelor and master levels. In 2013, Olga Turcanu
was accepted as a Member of the Association of Chartered Certified Accountants (ACCA), and
starting from 2018 she has the status of an Fellow ACCA.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
Page 18 of 37
She gained professional experience in tax consultancy, financial audit in the oil and gas industry,
economic analysis, budgeting, business planning, taxation, investment project analysis, corporate
finance.
She worked in various companies such as: PriceWaterhouseCoopers, Mechel Trade House,
Bluehouse Capital Group, Rominserv.
• Vasile Gabriel Manole - Romanian citizen, born in 1980
Member of the Board of Directors between 30.04.2022 – 31.12.2025.
Term of office: 4 years starting on 30.04.2022.
Mr. Vasile Gabriel Manole graduated from the Faculty of Economic Sciences, Transilvania
University Brasov, majoring in Finance, Banks, Insurance. He also holds a diploma of in-depth
postgraduate studies - strategies and financial accounting techniques - at Transilvania University
Brasov.
He joined the KMG International Group in 2005, occupying managerial positions in the financial
area in several entities within the KMG International Group, including the position of economic
director of Rompetrol Rafinare SA between November 2010 - May 2013 and 2016 - 2018.
Vasile Gabriel Manole holds the position of Financial Manager of Rominserv SRL and his main
duties are the representation of the company and the financial management of the company. Also,
Vasile Gabriel Manole holds the position of the Chairman of the Investment Initiation committee
within the Kazakh-Romanian Energy Investment Fund, an entity within the KMG International
Group.
• Eugeniu – Moby Henke - Romanian citizen, born in 1973;
Member of the Board of Directors in the period 30.04.2022- 31.05.2025.
Term of office: 30.04.2022 – 31.05.2025.
He is a lawyer, a graduate of the Faculty of Law of the University of Bucharest (1992-1996) and
has a Master’s degree in Administrative Sciences (1997-1999) from the National School of
Political and Administrative Studies in Bucharest.
He has professional experience in the following fields:
- consultancy for public and private companies (organizations), government agencies and
individuals;
- development and elaboration of corporate systems, legal analysis of transactions, projects;
- protection of clients' rights in the general courts of jurisdiction at all levels
- elaboration, negotiation and legal support in the execution of contracts, agreements and other
legal documents;
- experience as Director of the legal department of the KMG International Group, in the teams for
a series of projects (commercial, legislative, etc.);
• Sorin Graure - Romanian citizen, born in 1978
Member of the Board of Directors in the period 03.12.2025 - 31.12.2025
Term of office: starting with 03.12.2025 until the Ordinary General Meeting is convened.
Mr. Sorin Graure graduated from the Faculty of Oil Processing Technology and Petrochemicals
within Ovidius University of Constanța, where he obtained his Bachelor’s degree.
With 23 years of professional experience, Mr. Sorin Graure has held various positions within the
Petromidia refinery. He currently serves as Chief Executive Officer of Rompetrol Rafinare S.A.
b) any agreement, understanding or family relationship between the respective Administrator and
another person due to which the respective person was appointed as Administrator;
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
Page 19 of 37
To the knowledge of the administrators, there was no agreement, understanding or family
connection between the administrators of the Company and another person due to which they
were appointed administrators.
c) the Administrator's participation in the Company's capital;
According to the Register of shareholders of the company, consolidated on 31.12.2025, issued
by the Central Depository, none of the Administrators participates in the share capital of the
Company.
d) the list of people affiliated with the company.
None of the members of the Company's Board of Directors is affiliated with Rompetrol Well
Services S.A. in the sense of ASF Regulation no. 5/2018.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
Page 20 of 37
4.2. Presentation of the list of members of the company's executive management.
For each, the presentation of the following information:
a) the term for which the person is part of the Executive Management;
During 2025, the management of the Company was delegated to the following Managers:
Role Name and surname Period
General Manager FLOREA GEORGIAN STEFAN 01.01.2025 - 31.12.2025
Financial Manager MOISE LUIZA ROXANA 01.01.2025 - 31.12.2025
b) any agreement, understanding or family relationship between that person and another person
due to which that person was appointed as a member of the Executive Management;
We are not aware of any cases of agreements, agreements or family ties between the members
of the executive management and other persons due to which they were appointed to the position.
c) the respective person's participation in the capital of the commercial company.
According to the Register of shareholders of the company, consolidated on 31.12.2025, issued
by the Central Depository, no member of the Executive Management participates in the share
capital of the Company.
4.3. For all persons presented in 4.1. and 4.2. specify any disputes or administrative
procedures in which they have been involved, in the last 5 years, related to their activity at
the issuer, as well as those regarding the capacity of the respective person to fulfill their
duties within the issuer.
None of the people in the management of the Company has been involved in litigation or
administrative procedures in the last 5 years.
5. The financial-accounting situation
Presentation of an analysis of the current economic-financial situation compared to the last 3
years, with reference at least to:
a) balance sheet elements: assets that represent at least 10% of total assets; cash and others
liquid assets; reinvested profits; total current assets; total current liabilities;
Starting with the year ended on December 31, 2012, the individual financial statements of the
Company were drawn up in accordance with the provisions of the Order of the Minister of Public
Finance no. 1286/2012 for the approval of the accounting regulations in accordance with the
International Financial Reporting Standards applicable to companies whose securities are
admitted to trading on a regulated market, Order of the Minister of Public Finance no. 2844/2016
with all subsequent amendments and additions.
For the purpose of preparing these financial statements, in accordance with Romanian legislative
requirements, the functional currency of the company is considered to be the Romanian leu
(RON).
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
Page 21 of 37
Summary of the patrimonial elements:
- RON
20
23
20
24
20
25
Total Assets, out of which:
132.751.908
1
32
.
135
.
864
132.966.904
Fixed assets
56.492.638
63
.
995
.
957
60.566.229
Current assets 76.259.270
68.139.907
72.400.675
Total Liabilities, out of which:
132.751.908
1
32
.
135
.
864
132.966.904
Share capital, out of which: 28.557.446
28.557.446
28.557.446
Paid
-
up subscribed capital
27.819.090
27.819.090
27.819.090
Legal reserves 5.563.818
5.563.818
5.563.818
Other equity
61.692.920
67
.
734
.
302
67.328.836
Current result 11.767.863
10.237.307
3.862.301
Debts due under one year
15.722.168
15.
516
.
592
21.397.112
Debts due above one year
9.447.693
7
.
526
.
399
6.257.391
b) profit and loss account
Summary of income and expenditure elements:
-
RON
20
23
20
24
20
25
Total income, out of which:
77.369.727
80.814.084
7
0.
146
.
562
Operational income 73.487.511
77.024.291
66.453.513
Financial income
3.882.216
3.789.793
3.
693
.
049
Total expenditure
63.514.880
69.037.359
65.381.646
Operational expenditures, out of which:
62.682.833
68.415.726
64.676.491
-
expendable supply
19.654.780
21.349.833
17
.
641
.
187
- staff expenses 21.212.561
23.634.538
24.802.284
-
assets depreciation expenses
5.921.961
4.806.037
5
.
225
.
998
- other expenses 15.893.531
18.119.311
17.007.022
Financial expenses
832.047
621.633
705
.
155
Gross result
-
profit
13.854.847
11.776.725
4.764.916
Current and deferred profit tax
2.086.984
1.
539
.
418
902.615
Net
result
-
profit
11.767.863
10.2
37
.
307
3.862.301
Summary of the achievement of budget indicators:
- RON
Achieved –
previous year
202
5
Budget
provisions
Achieved
Total income,
out
of which:
80
.
814
.
084
89
.
367
.
251
70
.
146
.
562
Operational income 77.024.291
86.261.904
66.453.513
Financial income
3
.
789
.
793
3
.
105
.
348
3
.
693
.
049
Total expenditure, out of which:
69.037.359
71.403.563
65.381.646
Operational expenditures 68.415.726
71.184.299
64.676.491
Financial expenditures
621
.
633
219
.
264
705
.
155
Gross profit
11
.
776
.
725
17
.
963
.
689
4.764.916
Current and deferred profit tax
1
.539.418
2
.
874
.
173
902.615
Net profit
10
.
2
37.307
15
.
089
.
516
3.862.301
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
Page 22 of 37
c) cash flow: all the changes in the level of cash in the framework of the basic activity, investments
and financial activity, the level of cash at the beginning and at the end of the period.
Treasury cash flow situation, synthesis - indirect method
- RON
20
23
20
24
20
25
Net result before taxation and extraordinary items
13.854.847 11.776.725 4.764.916
Operational profit before changes in working capital
15.707.518 10.612.099 3.419.331
Net cash from operational activities
7.642.050 9.774.889 5.663.578
Net cash from investing activities
(1.554.398) 3.662.873 9.722.838
Net cash from financing activities
(5.930.827) (13.788.299) (12.583.813)
Net variation in cash and cash equivalents
157.075 (350.989) 2.802.960
Unrealized exchange rate differences
(251) 452 (356)
Cash and cash equivalents at the beginning of the financial year
491.717 648.542 298.005
Cash and cash equivalents at the end of the financial year
648.542 298.005 3.100.607
In 2025, both the performance of contracts with customers and suppliers was managed in
conditions of financial balance, as well as the provision of all liquidity for the full and timely
payment of salary rights, budget debts and dividends. All investment projects were financed from
own sources. In addition to the cash highlighted at the end of the financial year, the availability
from the main account, from the cash-pooling system, in the amount of 43,379,232 RON, can be
used without restrictions.
Name of the indicator
202
3
202
4
202
5
Current liquidity indicator
4,85
4,
39
3.38
The speed of rotation of debits-customers 86
74
84
The speed of rotation of fixed assets
1,48
1,
17
1,
05
The indicator of the degree of indebtedness
8.
2
%
5
.7%
4
.
7
%
The debt level indicator includes only the effect of lease contracts.
6. Corporate Governance
ROMPETROL WELL SERVICES S.A. is a company listed on the Bucharest Stock Exchange -
main segment, Standard share category, under the symbol << PTR >>, since 18.06.1998,
according to the decision of the Quota Registration Commission no. 133/26 March 1998.
The company complies with the current legislation applicable to companies and the capital
market: Law no. 31 /1990 of commercial companies - with subsequent amendments, Law no.
82/1991 of accounting - with subsequent amendments, Law no. 297 /2004 on the capital market
- with subsequent amendments, Law no. 24/2017 regarding issuers of financial instruments and
market operations, FSA Regulation no. 5/2018 regarding issuers of financial instruments and
market operations.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
Page 23 of 37
The Company's management adopted voluntarily, self-imposed part of the provisions of the
Corporate Governance Code of the Bucharest Stock Exchange (CGC-BVB).
The Corporate Governance Code of the Bucharest Stock Exchange is a set of principles and
recommendations for companies whose shares are admitted to trading on the regulated market
in order to create an internationally attractive capital market in Romania, based on the best
practices, of transparency and trust. The Code encourages companies to build a strong
relationship with their shareholders and other stakeholders, to communicate effectively and
transparently and to be open to all potential investors.
The objective of the Corporate Governance Code of the Bucharest Stock Exchange is to increase
trust in listed companies by promoting improved corporate governance standards in these
companies.
Good corporate governance is a powerful tool for strengthening market competitiveness.
The central elements of this Code are investors' access to information and the protection of
shareholders' rights. Each listed company must follow the provisions of the Code. The role of
good governance is to facilitate effective entrepreneurial leadership, which can ensure the long-
term success of the company.
Details of compliance Rompetrol Well Services S.A. with the new Corporate Governance Code is
presented in Annex no. 1.
In accordance with the Articles of Association, Rompetrol Well Services S.A. is administered
in a unitary system, so that the administration rests with a board of directors composed of 5
members, elected by the ordinary general meeting of shareholders, for a 4-year term.
The Board of Directors has full powers to take any administrative and management decisions
other than those that the law expressly gives to the General Meeting of Shareholders.
By way of exception, the Board of Directors will exercise the powers of the General Meeting of
Shareholders provided for by art. 113 letter b, c and f of law 31/1990, republished.
The decisions of the Board of Directors are valid if they are taken by the majority of the members
present. In case of equality of votes, the Chairman has the decisive vote.
The duties and powers of the Board of Directors and of the Chairman of the Board of Directors
The Board of Directors has the powers established by Law no. 31/1990 updated, the Articles of
Incorporation, as well as other duties established by the general meetings of shareholders in its
charge, respectively, mainly, the following:
a) establishes the main directions of activity and development of the Company;
b) appoints and dismisses the Managers of the Company and supervises their activity;
c) prepares the annual activity report;
d) implements the decisions of the general meetings;
e) with the exception of legal acts for the adoption/conclusion of which is necessary,
according to the mandatory provisions of the law, the approval of the general meeting of
shareholders, approves the adoption/conclusion on behalf of the Company of legal acts whose
object has a value between 500,001 – 10,000,000 USD; approval is required if it is a single
commercial transaction carried out through one and/or several separate contracts if the
cumulative value of these contracts exceeds the respective amount;
f) approves the organizational structure of the company;
g) designates and/or revokes the persons who act as representatives of the Company in
relations with the banks, with the right of first signature, respectively with the right of second
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
Page 24 of 37
signature; the joint signature rules shall apply accordingly to the making of any payment made for
and on behalf of the Company;
h) approves the conditions for contracting any type of loans from a bank and/or financial
institution, as well as from any other legal entity;
i) approves the interim financial statements of the company, drawn up according to the law;
j) approves the company's marketing strategy and investment plan, as well as the annual
budget (investment expenses and operational expenses), upon the joint proposal formulated by
the General Manager and the Financial Manager;
k) submits the application for the opening of the company's insolvency procedure, according
to law no. 85/2014 regarding the insolvency procedure;
During 2025 the Board of Directors had the following composition:
• Pavel ROMANENKO - Chairman during 01.01.2025 – 20.01.2025;
• Yedil UTEKOV - Chairman during 20.01.2025 – 31.12.2025;
• Eugeniu Moby HENKE - Member during 01.01.2025 – 31.05.2025;
• Georgian Stefan FLOREA - Member during 01.01.2025 – 31.12.2025;
• Olga TURCANU - Member during 01.01.2025 – 31.12.2025;
• Vasile Gabriel MANOLE - Member during 01.01.2025 – 31.12.2025;
• Sorin GRAURE - Member during 03.12.2025 – 31.12.2025;
6.1. Information about the members of the Board of Directors
The CVs of the members of the Board of Directors of Rompetrol Well Services SA are available
on the company's website at https://rompetrolwellservices.com/en/investor-relations/corporate-
governance/board-of-directors. Additional information can be found in section 4.1 of this report.
According to the criteria for evaluating the independence of the non-executive members of the
Board of Directors, on 31.12.2025, none of the Administrators meets the independence criteria
provided by the principles and recommendations of the Code.
During 2025, a number of 14 meetings of the Board of Directors took place and 30 decisions were
adopted, the participation of Administrators in these meetings being as follows: Yedil Utekov – 13
meetings, Eugeniu-Moby Henke - 8 meetings, Olga Turcanu – 14 meetings, Georgian Stefan
Florea – 14 meetings, Vasile Gabriel Manole - 14 meetings.
The President Yedil Utekov chaired 13 of the meetings of the Board of Directors, and 1 was
chaired by the General Director as a member of the Board of Directors. Decisions were adopted,
taking into account legal provisions, regulations, constitutive acts and incident internal
procedures. The decisions were taken with the "for" vote of the majority of those present,
according to the provisions of the Articles of Association.
For the financial year ended on December 31, 2025, in accordance with the legal provisions, the
administrators' remuneration was approved by the Ordinary General Meeting of Shareholders on
28.04.2025.
The information regarding the expenses with the remuneration of Administrators and Managers
are presented in the annual financial statements, respectively in the Remuneration Report.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
Page 25 of 37
The company has a Financial Auditor who carried out his activity in accordance with the applicable
legal provisions and the contracts concluded in this regard. Starting with 2025, the financial
auditor is " PricewaterhouseCoopers Audit SRL". The financial auditor audited the annual financial
statements.
The General Meeting of Shareholders dated 28.04.2025 appointed the audit firm
PricewaterhouseCoopers Audit S.R.L. as the financial auditor of the Company for a period of 4
(four) years, respectively for the financial years 2025–2028. The mandate begins on 28.04.2025.
The same General Meeting of Shareholders dated 28.04.2025 appointed the audit firm
PricewaterhouseCoopers Audit S.R.L. as auditor for the provision of assurance services
regarding sustainability reporting / sustainability statement, establishing the duration of the
contract at 4 years, respectively for the financial years 2025–2028. The mandate begins on
28.04.2025.
Information regarding other commitments and relatively permanent professional
obligations of the members of the Board of Directors
Name Company Job position Period
Yedil Utekov Rompetrol Rafinare SA
*
Chairman BoD 01.02.2025-30.04.2026
Rompetrol Rafinare SA * Membru of
Strategy
Committee
01.02.2025-30.04.2026
Rominserv SRL*
Member BoD 16.12.2024 – 16.12.2028
Midia Green Energy SA*
Member BoD 20.01.2025 – 27.11.2025
Rompetrol Energy SA*
Chairman BoD 27.01.2025 – 31.01.2026
Olga Turcanu KMG Rompetrol SRL* Financial
Manager
01.07.2019 – 04.07.2025
Rompetrol Downstream
S.R.L.*
Financial
Manager
03.07.2025 – 15.12.2026
Rompetrol Well Services
S.A.
Member Audit
Committee
02.05.2022 – 30.04.2026
Vasile Gabriel
Manole
Rominserv SRL* Financial
Manager
01.07.2019 – indefinite
Rompetrol Renewable SRL* Financial
Manager
01.02.2023-28.10.2026
Oilfield Exploration Business
Solutions (former Rompetrol
SA)*
Financial
Manager
01.06.2013 - indefinite
Fondul de Investitii in
Energie Kazah-Roman SA
Member
Commitee of
initiating
investments
17.01.2023 – 10.10.2025
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
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Rompetrol Well Services
S.A.
Member Audit
Committee
01.10.2024 – 30.04.2026
Sorin Graure Rompetrol Rafinare SA * General
Manager
08.07.2025 – 30.04.2026
Midia Green Energy SA*
Member BoD 27.11.2025 – 13.05.2028
* Company member of KMG International Group
Advisory Committees
In its activity, the Board of Directors is supported by an Advisory Committee, namely the Audit
Committee, which task is to carry out analyzes and to develop recommendations for the Board
of Directors, in specific areas, having the obligation to periodically submit activity reports to the
members to the Board of Directors.
The Audit Advisory Committee composition was approved by Decision no. 2 of the Board of
Directors from May 2, 2023 and updated by Decision no. 3 of the Board of Directors from
September 30, 2024.
The general meeting of shareholders dated 27.04.2022 approved the appointment of Dan
Alexandru Iancu, Financial Auditor registered with the chamber of financial auditors in Romania,
as an independent member of the Audit Committee, for a mandate equal to that of the Board of
Directors.
The detailed presentation of the duties and responsibilities of the Advisory Committee can be
found in the Organization and Operation Regulation approved by the Board of Directors,
regulation published on the Company's website rompetrolwellservices.com, section "Investor
Relations - Corporate Governance - Corporate Governance Documents".
The Audit Committee fulfills the legal duties provided in art. 65 of Law no. 162/2017 which mainly
consist in monitoring the process of financial reporting, internal audit, risk management within the
Company and ensuring compliance, as well as in the supervision of the statutory audit activity of
the annual financial statements and in the management of the relationship with the external
auditor.
During 2025 the Audit Committee had the following composition:
• Dan Alexandru Iancu - Chairman during 01.01.2025-31.12.2025
• Vasile Gabriel Manole - Member during 01.10.2025 - 31.12.2025
• Olga Turcanu - Member during 01.01.2025 – 31.12.2025
Information on the meetings of the Audit Committee during 2025
In 2025, there were 11 meetings of the Audit Committee and 8 decisions were adopted, the actual
participation in these meetings being as follows: Dan Alexandru Iancu - 11 meetings, Olga
Turcanu - 10 meetings and Vasile Gabriel Manole – 10 meetings.
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6.2. Executive Management
The management prerogatives of the Company are delegated by the shareholders through the
Articles of Associations to the General Manager and the Financial Manager.
In 2025, the Executive Management of the Company was carried out by the following
Managers:
• Stefan Georgian FLOREA – General Manager during 01.01.2025 - 31.12.2025;
• Luiza Roxana MOISE - Financial Manager during 01.01.2025 – 31.12.2025.
The term of office for the General Manager and the Financial Manager ends on April 30, 2026.
6.3. Shareholders’ liabilities
ROMPETROL WELL SERVICES S.A. ensures a fair treatment of all shareholders, including
minority and foreign shareholders, in accordance with the legal provisions and the Articles of
Association of the Company.
The company makes every effort to facilitate the participation of shareholders in the work of
general meetings of shareholders (GMS). ROMPETROL WELL SERVICES shareholders have
the opportunity to participate in the GMS directly, through a representative on the basis of a
special power of attorney, or they can vote by mail (by sending the voting form by mail by any
form of courier or by e-mail with an extended electronic signature incorporated according to Law
no. 455/2001 on electronic signature).
According to article 11 of the Articles of Association, in conjunction with the applicable legal
provisions, the Ordinary General Meeting meets at least once a year, within the mandatory term
provided by law, and has the following main duties:
a) to discuss, approve or modify the annual financial statements, based on the reports
presented by the board of directors and the financial auditor, and to fix the dividend;
b) to elect and revoke the Company's administrators;
c) appoint and fix the minimum duration of the financial audit contract, as well as revoke the
financial auditor;
d) to establish for each year in progress the remuneration due to Administrators;
e) to express the opinion on the management activity of the Administrators;
f) to analyze the activity of the Board of Directors and to decide on the prosecution of the
Administrators for the damages caused to the Company, also designating the person entrusted
to carry it out;
g) to establish the income and expenditure budget and, if necessary, the activity program for
the next financial year;
h) to decide on the pledging, renting or liquidation of one or more units of the Company;
i) to approve the maximum limits of the remuneration of persons occupying/exercising
management positions according to the provisions of the law;
The Extraordinary General Meeting has the following duties:
a) changing the legal form of the Company;
b) moving the headquarters of the Company;
c) changing the object of activity of the Company;
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d) the establishment or dissolution of secondary offices: branches, agencies, representative
offices or other such units without legal personality, if the Articles of Association does not provide
otherwise;
e) extending the duration of the Company;
f) increasing the social capital;
g) reducing the social capital or reuniting it by issuing new shares;
h) merger with other companies or division of the Company;
i) early dissolution of the Company;
j) conversion of shares from one category to another;
k) conversion of one category of bonds into another category or into shares;
l) issue of bonds;
m) approval of the adoption/conclusion on behalf of the Company of legal documents whose
object has a value greater than USD 10,000,000;
n) any other amendment to the Articles of Association or any other decision for which the
approval of the Extraordinary General Meeting is required.
The Extraordinary General Meeting delegates to the Board of Directors the fulfillment of the
powers provided for in letters b) and c) of the above paragraph.
The Extraordinary General Meeting can delegate to the Board of Directors the increase of the
share capital in accordance with the provisions of Law no. 24/2017.
Conducting the General Meeting of Shareholders
The General Meeting of Shareholders is convened by the Administrators whenever necessary,
by publishing an announcement in the Official Gazette of Romania, Part IV, and in one of the local
or national newspapers of wide circulation in the locality where it is located company
headquarters. The summons will include: the place, date and time of the meeting, the agenda
with the explicit mention of all the issues that will be the subject of the meeting's debates, a clear
and precise description of the procedures that must be followed by the shareholders in order to
be able to participate and vote in the general meeting and any other mentions provided by the
legislation specific to the capital market.
When the agenda includes proposals for amending the constitutive act, the convocation will have
to include the full text of the proposals.
When the election of Administrators is included in the agenda, the summons will have to include
the mention that the list of the names, the place of residence and the professional qualifications
of the persons proposed for the position of administrator is available to the shareholders and can
be consulted and completed by them.
The General Meeting can be held at the Company's headquarters or in other places determined
by the Administrators by convener. The shareholders can be represented in the General Meeting
by persons who do not have the status of a shareholder of the Company.
The General Meeting is chaired by the Chairman of the Board of Directors or a person appointed
by him, who designates, from among the members of the general meeting or among the
company's shareholders, one to three Secretaries, plus a Technical Secretary from among the
employees. They will draw up the shareholders' attendance list, verifying the following:
- the identity documents of the persons who present themselves at the General Meeting as
shareholders or their proxies;
- special/general power of attorney presented by shareholders' proxies;
- voting forms by mail.
The Secretary of the meeting also verifies the fulfillment of the legal conditions regarding the
presence of the quorum of the shareholders for the validity of the General Meetings.
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If the ordinary or extraordinary general meeting cannot work due to the failure to fulfill the legal
conditions for attendance, the meeting that will meet at a second convocation can deliberate on
the items on the agenda of the first meeting, regardless of the quorum met, taking decisions with
the majority the votes cast.
After the presentation of the materials related to the agenda, the issues subject to the
shareholders' debate are put to a vote by the Chairman of the meeting.
The decisions of the general meeting are taken by open vote, except in cases where the general
meeting decides that the vote should be secret or the law requires secret voting.
Each share gives the right to one vote during the General Meetings. The person who represents
several shareholders on the basis of special powers of attorney expresses the votes of the
persons represented by totaling the number of votes "for", "against" and "abstentions" without
compensating them (e.g. "on item x on the agenda I represent " a" votes "for", "b" votes "against"
and "c" "abstentions"). The votes expressed in this way are validated or, as the case may be,
invalidated, based on the third copy of the special proxies, by the Secretary of the general
meeting. The votes registered in the special power of attorney are exercised only in the manner
desired by the shareholder.
The Secretary or Secretaries of the meeting, based on the free vote expressed by the
shareholders, will draw up the minutes of the general assembly meeting.
Decisions adopted by the general meetings of shareholders during 2025:
Ordinary General Meeting of ROMPETROL WELL SERVICES S.A. Shareholders of April 28,
2025 decided the following:
• approves of the individual annual financial statements concluded on December 31, 2024,
prepared according to the International Financial Reporting Standards, based on the Report
of administrators and the Report of financial auditor of the Company;
• approves of the allocation of the profits, determined according to the law, as well as the
distribution of dividends for 2024 financial year, respective 0.036799 lei gross value/share;
• approves of the discharge of liability of the Company directors for their activity carried out
during the financial year 2024, based on the presented reports;
• approves the Income and Expediture Budget for 2025;
• approves the Investment plan for 2025;
• approves the monthly gross remuneration of the members of the Board of Directors for the
financial year 2025, and the general limit of the additional remuneration of the Board of
Directors members to whom specific positions within the Board of Directors, as follows:
- a monthly gross remuneration of 2.564 USD for the Chairman of the Board of Directors;
- a monthly gross remuneration of 1.709 USD for the Members of the Board of Directors;
- a monthly net remuneration of 2.000 RON for the Chairman of the Audit Committee;
- a monthly net remuneration of 1.000 RON for the Members of the Audit Committee.
• approves the appointment of Mr. Yedil Utekov as a member of the Company's Board of
Directors to fill the vacant position, following the resignation of Mr. Batyrzhan Tergeussizov,
for a mandate starting on 28.04.2025 and expiring on 30.04.2026;
• rejects the liability of the directors of the company for the damage in the estimated amount of
RON 3,152,843.18 caused by them to the company through the execution of the Cash pooling
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agreement, without this contract being subject to the approval of the Extraordinary General
Meeting of Shareholders, and the appointment of the shareholder KJK Balkan Holding S.a.r.l.
to bring legal action against the liable directors of the company;
• rejects the appointment of the directors of the company for a mandate starting with the date
of the election of the directors and expiring on 30.04.2026 (the date of expiry of the mandate
of the current members of the Board of Directors), in order to replace the administrators
against whom the action for liability for damages is initiated;
• rejects the remuneration of the newly elected directors, which shall be equal to the amount
previously approved by the general meeting of the company's shareholders;
• approves with the consultative vote of the General Meeting of Shareholders, the
Remuneration Report of the Company's management structure for the year 2024;
• approves of the updated Remuneration Policy of the Company's management structure,
applicable starting 2025 financial year;
• approves the appointment of Pricewaterhousecoopers Audit SRL, as financial auditor of the
Company, for a period of 4 (four) years, respectively the financial years 2025 – 2028 and of
the remuneration of the financial auditor, starting on 28.04.2025;
• approves the appointment of Pricewaterhousecoopers Audit SRL, as auditor for the purpose
of performing assurance services on the sustainability reporting / sustainability statement, as
well as establishing the duration of the sustainability statement audit contract for a period of 4
(four) years, respectively the financial years 2025 - 2028 and the remuneration for this
services, starting on 28.04.2025;
• aproves dates:
(i) 04.07.2025 as Registration Date, according to art. 87 (1) of the Law no. 24/2017 republished;
(ii) 03.07.2025 as the “ex-date”, according to art. 2, para. 2, letter l) of Regulation no. 5/2018;
(iii) 22.07.2025
as the Payment day according to art. 87 (2) of the Law 24/2017, republished
• approves empowering Mr. Stefan Georgian Florea, General Manager and member of the
Board of Directors, to conclude and/or sign for on behalf of the Company and/or of its
shareholders the resolutions which are to be adopted within this OGMS and to carry out any
and all requisite proceedings for such adopted resolutions to be registered, rendered
enforceable, against third parties and published, the said proxy being entitled to subdelegate
third parties to act for such purpose.
Extraordinary General Meeting of ROMPETROL WELL SERVICES S.A. Shareholders of
April 28, 2025 decided the following:
• approves the amendment of the Articles of Association of the Company as proposed in the
Annex 1 to the convening notice, as follows:
1. The data of the Company's shareholders is updated, Article 1, point 1.1 being amended as
follows:
“ 1.1 The company's shareholders are:
A. Significant shareholders;
- KMG International N.V., having headquarters in Netherlands, Amsterdam, Strawinskylaan 1571,
Tower 10, 17th Floor, 1077XX, owning 73.0111 % of the share capital;
- KJK Balkan Holding S.à r.l. , having headquarters in Luxembourg, Luxembourg, rue du
Grünewald, 94, owning 10.6797% of the share capital
B. Shareholders – list type (natural persons and legal entities), owning 16,3092 % of the share
capital.
2. The scope of activity is narrowed by excluding all scopes of activity, except for the following
CAEN REV 3 codes, Article 5 being amended as follows:
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ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
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“ 5.1 The company’s main business fiel is "Support activities for petroleum and natural gas
extraction" - NACE code 091. and the main activity is "Support activities for petroleum and natural
gas extraction" NACE code 0910.
5.2 The company's main activity is supplemented by the following secondary activities:
4619 - Intermediation in the sale of miscellaneous products
4685 - Wholesale of chemical products
4690 - Non-specialized wholesale trade;
4941 - Freight transportation by road;
5210 – Warehousing;
5224 – Handling;
6492 - Other credit granting – this activity will be carried out exclusively within the operations
between the Company and affiliated companies which are members of the Rompetrol Group;
6820 - Letting and subletting of own or rented real estate;
7120 - Technical testing and analysis activities;
9531 - Repair and maintenance of motor vehicles”
3. Following the update of Art. 1.1. regarding the significant shareholders of the Company, Article
6.2 is updated and amended accordingly as follows:
6.2. The share capital is represented by 278, 190, 900 nominal shares, issued as dematerialized,
fully covered shares, each share having a nominal value of RON 0.1.
The share capital is distributed amongst shareholders as follows:
- KMG International N.V , holds a number of 203,110,150 shares, having a total nominal value
of RON 20,311,015, representing 73.0111 % of the share capital,;
- KJK Balkan Holding S.à r.l. holds a number of 29,709,950 shares, having a total nominal value
of RON 2,970,995, representing 10.679 % of the share capital,;
- Shareholders – list type (natural persons and legal entities), hold a number of 45,370,800 shares,
having a total nominal value of RON 4,537,080 lei, representing 16.3092 % of the share capital.
4. In accordance with the legal provisions, Art. 22.1. is amended as follows:
“22.1. The Company shall operate for an unlimited period of time.”
• approves the update of the Articles of Association of the Company as per item 1 above.;
• approves empowering Mr. Stefan Georgian Florea, General Manager and member of the
Board of Directors, sign for on behalf of the shareholders the amended and updated form of
the Articles of Association, and to perform any act or formality required by law for the
registration of the amended and updated Articles of Association
• approves dates:
(i) 04.07.2025 as Registration Date, according to art. 87 (1) of the Law no. 24/2017 republished;
(ii) 03.07.2025 as the “ex-date”, according to art. 2, para. 2, letter l) of Regulation no. 5/2018;
• approves empowering Mr. Stefan Georgian Florea, General Manager and member of the
Board of Directors, to conclude and/or sign for on behalf of the Company and/or of its
shareholders the resolutions which are to be adopted within this EGMS and to carry out any
and all requisite proceedings for such adopted resolutions to be registered, rendered
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enforceable, against third parties and published, the said proxy being entitled to subdelegate
third parties to act for such purpose.
Shareholders' right to dividends
In the event that the General Meeting of Shareholders approves the distribution of dividends from
the net profit made by the Company, all shareholders registered in the shareholders' register on
the date of registration decided by the General Meeting, which also approves the amount of
dividends and the date on which they are paid, are entitled to receive dividends.
6.4. Transparency, communication, financial reporting
Rompetrol Well Services S.A. pays great importance to transparency in communication.
Considering that public trust is essential for the operation of the company, the Company makes
its communication policy an explicit and reciprocal commitment between the company and its
interlocutors.
The company intends to ensure a continuous and periodic reporting in an objective and integral
manner, which includes all important aspects of the company's activity, the financial situation, the
applied accounting policies, the recorded performances.
During 2025, reports and press releases related to the financial results, the convocation and
decision of the GMS, periodic reporting (monthly, quarterly, half-yearly, annual), etc., were
prepared. The information that was the subject of the mandatory reports - the current and periodic
reports were communicated to the market operator, the Bucharest Stock Exchange, the Financial
Supervisory Authority and were available by posting on the Company's website,
rompetrolwellservices.com in the Investor Relations Section.
In order to ensure equal access to information for investors, the reports and communications
addressed to market participants are posted on the Company's website after they have been
posted on the website of the market operator, the Bucharest Stock Exchange.
In accordance with the legal provisions, the financial and accounting statements and those
regarding the operations of Rompetrol Well Services S.A. are audited by Pricewaterhousecoopers
Audit S.R.L., independent financial auditor, appointed by the general meeting of shareholders on
28.04.2025 for a period of 4 years.
Contact for Investor Relations
The annual, half-year and quarterly reports are available in electronic format, on the Company's
website, https://rompetrolwellservices.com/en/investor-relations/financial-results-and-reports
and in written form, upon request, at Company headquarters, in Ploiesti, Clopoţei str. no. 2 bis,
Prahova county. Requests can also be made electronically, by e-mail to:
investor.relations.rws@rompetrol.com.
Internal Control and Risk Management Systems in relation to financial reporting procedures
The Company has continuously adapted the internal control mechanism as a set of procedures
and work methods with the aim of preventing facts contrary to the economic interests of the
Company and the regulated framework for carrying out the activity, identifying deficiencies and
establishing the necessary measures to restore the framework regulated. It mainly concerns
financial relationships, phenomena and processes, with the aim of ensuring a good functioning of
the economic activity. Also, the aspects of opportunity, necessity and efficiency of the operations
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carried out by the Company are analyzed. In terms of financial reporting procedures, both internal
and external reporting procedures are developed at the level of the Company. The procedures
are reviewed periodically by the functional departments of the Company. Financial reporting
systems are based on principles, rules and legal regulations in force.
6.5. Social responsibility
KMG International is an important investor in the Romanian economy and, at the same time, a
responsible corporate citizen. All companies within the Group have a holistic approach to
sustainability, which is why efforts to improve the quality of life of local communities cover all
aspects, from environmental protection or social involvement to health and well-being, culture and
education, the development of professional and leadership.
Social responsibility and sustainability are basic principles that guide us in strategic development
and operational management. We are committed to becoming one of the most sustainable
operators on the national and regional energy market, being at the same time actively involved in
the life of the communities on which we operate.
Rompetrol Well Services S.A., a member company of the KMG International Group, considers
social responsibility and sustainability as fundamental components in the development of
business strategy and operations. The company's commitment to sustainability, environment,
economic progress and social equity is firmly integrated into its operations, with the aim of making
a concrete contribution to the United Nations Sustainable Development Goals (SDGs) included
in the 2030 Agenda for Sustainable Development of United Nations.
Sustainability
Our organization is dedicated to conducting operations in a manner that emphasizes
environmental stewardship and the preservation of natural resources such as air, soil, and
water. Our decision-making process is guided by a commitment to adhere to industry-leading
standards.
In terms of disclosing ESG performance, Rompetrol Well Services has shown its dedication to
transparency in environmental, social, and governance (ESG) matters by releasing
sustainability information. The disclosed indicators encompass a range of critical sustainability
areas, including greenhouse gas emissions, occupational health and safety, environmental
impact, waste management, water usage, energy consumption, fair labor practices, and
community engagement. To maintain the accuracy and reliability of the data, the company has
adhered to the European Sustainability Reporting Standards (ESRS). Stakeholders can view
the comprehensive set of sustainability performance data on the company's webpage:
https://rompetrolwellservices.com/en/sustainability/sustainability-approach
In 2025, the company underwent an independent audit in accordance with the Together for
Sustainability (TfS) standard, conducted by QIMA on July 24, 2025. The audit assessed the
organization’s performance in the areas of Environment, Occupational Health and Safety,
Human Rights and Working Conditions, Management, and Governance.
The audit result was excellent, with the company achieving the maximum score of 100%,
without any major, minor, or critical findings. The audit conclusions confirm that the
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management systems implemented (ISO 9001, ISO 14001, ISO 45001) are fully functional and
reflect a high level of compliance, operational control, and organizational maturity.
The audit outcome reaffirms the company’s continuous commitment to operating responsibly,
ethically, and sustainably, as well as its ability to maintain best practices in sustainability
management.
Involvement in the communities
Rompetrol Well Services has proven to be a responsible partner, reaffirming its commitments to
civil society and sustainable development year after year. Only in Prahova County, it has carried
out various actions and partnerships alongside NGOs, local authorities, and other entities.
Through effective collaboration, the specific needs of the communities have been identified, and
projects have been developed that contribute to enhancing their quality of life.
Because Rompetrol places a special emphasis on investments in education, numerous
educational projects have been implemented. One of these is "Chess in Schools," a project that
organized both in-person and online chess lessons, visits, open classes, and chess competitions
for children in Prahova County.
In fact, the national program "Chess in Schools" has reached 36 counties, benefiting 75,000
students, while the city of Ploiești has hosted two editions of the International Chess Festival, with
participation from children across four continents, all supported by Rompetrol.
The development of critical thinking and skills among young people in the communities of Prahova
County has been supported this year through the project "Romania Debates." Students from
Blejoi and Ploieștiori are participating in interactive debate courses, which help them develop
essential skills such as communication, critical thinking, and collaboration. The project creates a
conducive environment for continuous learning and constructive dialogue among young people,
thus contributing to the formation of future responsible leaders.
The company has also been involved, alongside local authorities, in tree-planting initiatives in
Vest Park in Ploiești, contributing to the improvement of air quality and the well-being of the
community.
Regarding vulnerable youth, Rompetrol Well Services, in partnership with the Humanitarian
Organization "CONCORDIA," supports activities for children in family-type care homes and young
people living in social housing or enrolled in vocational training courses in Prahova County.
Also in 2025 the company became a partner of the Margareta of Romania Royal Foundation in
the “Generații” (Generations) program, which promotes intergenerational education. Seniors who
wish to lend a helping hand volunteer to support children from disadvantaged families, providing
assistance in after-school activities.
Education is an important pillar for our social responsibility strategy. We collaborated with
universities and high schools with a technical profile from all over the country (e.g. Petrol-Gaze
University in Ploiesti, Lazar Edeleanu Highschool), which supported us in our various educational
investment projects.
2025 marked the 25th anniversary of our traditional career-ready internship program, where we
have been training future industry professionals for the past 24 years. Trainees enrolled in the
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program were given introductory sessions through theoretical modules aimed at helping to better
understand the oil and gas industry, the fundamentals of an upstream activity and its economic
implications, followed by on-site training provided of mentors on the Rompetrol platforms. The
trainees assigned to Rompetrol received, at the end of the two-month program, two certifications:
one as a graduate of the Rompetrol "Career Ready" program and one as a graduate of the
personal development program, carried out together with partners from the Leaders Foundation.
We actively contribute to the development of the communities in which we operate by using local
suppliers, employing local labor and, at the same time, implementing relevant social responsibility
projects. Our engagement is based on consulting relevant stakeholders so that we can identify
projects with the greatest added value for our communities.
7. Annexes
a) the constitutive documents of the company, if they were modified in the reporting year;
Not applicable.
b) documents of resignation/dismissal, if there were such situations among members of the
management, executive management, censors;
On 16.01.2025, Mr. Pavel Romanenko requested to take note of his resignation from the
mandates of President and member of the Board of Directors, starting from 20.01.2025, last day
of mandate being 19.01.2025.
On 15.05.2025, Mr. Eugeniu Moby Henke requested to take note of his resignation from the
mandate of member of the Board of Directors, starting from 01.06.2025, last day of mandate being
31.05.2025.
c) the list of the commercial company's branches and the subsidiaries;
Rompetrol Well Services S.A. does not have branches nor subsidiaries.
d) list of affiliates of the company
1
Rompetrol Well Services S.A..is part of KMG International Group
2
. KMG International NV is 100%
owned by "JSC National Company KazMunayGas".
The parent companies of Rompetrol Well Services S.A. (shareholders of National Company
“KazMunayGas” JSC) are the national company JSC Sovereign Investment Fund of Kazakhstan
"Samruk-Kazyna" (67.81%), the National Bank of the Republic of Kazakhstan (9.58%) and
Ministry of Finance of the Republic of Kazakhstan (20%) - being companies based in Kazakhstan,
wholly owned by the State of Kazakhstan and listed shareholders (2.61%) - holdings are indicated
according to information on https://kase.kz/en/listing/issuers/KMGZ.
1
At this point are listed all the companies within the KMG International Group
2
Named Rompetrol Group until March 2014
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The affiliated parties are indicated below:
1. Companies with the headquarter in Romania
- Oilfield Exploration Business Solutions S.A.
- Rompetrol Downstream S.R.L.
- Rompetrol Rafinare S.A.
- Rompetrol Logistics S.R.L.
- Rominserv S.R.L.
- Rom Oil S.A.
- Global Security Sistem S.A.
- Global Security Systems – Fire Services S.R.L.
- Midia Green Energy S.A.
3
- Rompetrol Petrochemicals S.R.L.
- Rompetrol Quality Control S.R.L.
- Rompetrol Financial Group S.R.L.
- Rompetrol Gas S.R.L.
- Midia Marine Terminal S.R.L.
- KMG Rompetrol S.R.L.
- Byron Shipping S.R.L.
- Rompetrol Energy S.A.
- KMG Rompetrol Development S.R.L.
- Fondul de Investitii in Energie Kazah-Roman S.A.
- KMG Rompetrol Services Center SRL
4
- Rompetrol Renewables S.R.L.
5
2. Companies with the headquarters abroad
- KMG International N.V.
6
- Byron Shipping LTD
- Intreprinderea Mixtă “Rompetrol Moldova” S.A.
- Rompetrol Georgia LTD
- Dynergies SAS (previously named Rompetrol France SAS)
- Dyneff SAS
- TRG Petrol Ticaret Anonim Şirketi
- Rompetrol Bulgaria JSC
- KazMunayGaz Trading A.G.
- DPPLN SAS (Depot Petrolier de Port-la-Nouvelle SAS)
- Dyneff Retail SAS
- Dyneff Espagne SL;
- FRANCE HABITAT TECH SAS;
- Dyneff Trading SL;
- EPPLN SAS;
- NATGAS France SAS;
- CPA (Compagnie Parisienne des Asphaltes);
- DP FOS SA;
3
Named Uzina Termoelectrică Midia S.A. until December 2022
4
Previously named Rompetrol Exploration & Production S.R.L.
5
Named Rompetrol Drilling S.R.L. until 28.10.2022
6
Named The Rompetrol Group N.V. until March 2014
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2025 financial year
Page 37 of 37
- SPR SA;
- ANEO SAS;
- Boissonnade Combustibles SAS;
- “Paul Orriols” Combustibles De Cerdagne SAS;
- ETS Rossignol SAS;
- Plantier SAS;
- Orceyre SAS;
- Aubac SAS;
- TPDT SARL;
- ABC Carburantsallo Beziat Carburants SAS;
- Geraud-Tampier SAS;
- David Recoules SAS;
- Alegri SAS.
- Neel Fraisse SAS
- Travaux Forestiers Zaplotny SAS;
- Bois Energie des Territoires D’auvergne SAS;
- France Habitat ENR SAS;
- Global'ethic Delta
Note: there are also established 7 branches and representative offices and joint ventures of the
KMG International Group
CHAIRMAN OF THE BOARD OF DIRECTORS,
Yedil UTEKOV
GENERAL MANAGER,
Georgian Stefan FLOREA
FINANCIAL MANAGER,
Luiza Roxana MOISE
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
1
Appendix no.1
Status of compliance of the BSE Corporate Governance Code
as of December 31
th
, 2025
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
A: GOVERNING BODIES
A: GOVERNING
BODIES
A.1. The Board should
ensure the Company’s
long-term success and
sustainability for the best
interest of the Company
and its shareholders and
taking into account the
interests of other
stakeholders. The Board
should clearly define and
disclose the full scope of
its roles and
responsibilities.
A.1., 1
The Board should have an internal regulation that
formalises and clearly states its roles and
responsibilities. The articles of association, Board’s
internal regulation and other internal regulations
should clearly delineate the roles and competencies
among the Board, general meeting of shareholders
(GMS) and executive management.
X
Board of Directors Regulations (link)
A: GOVERNING
BODIES
A.1. The Board should
ensure the Company’s
long-term success and
sustainability for the best
interest of the Company
and its shareholders and
taking into account the
interests of other
stakeholders. The Board
should clearly define and
disclose the full scope of
its roles and
responsibilit
ies.
A.1., 2
Board’s internal regulation should include, among
others, the Board’s responsibilities as well as
fiduciary duties of directors to act on a fully informed
basis, in good faith, with due diligence and care, and
in the best interest of the Company, its shareholders
and taking into account the interests of other
stakeholders in line with legal requirements.
X
Board of Directors Regulations (link)
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
2
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
A: GOVERNING
BODIES
A.1. The Board should
ensure the Company’s
long-term success and
sustainability for the best
interest of the Company
and its shareholders and
taking into account the
interests of other
stakeholders. The Board
should clearly define and
disclose the full scope of
its roles and
responsibilities.
A.1., 3
To sustain the Company’s long-term viability and
success, the Board should:
· Oversee the development and approve the
Company’s strategy and ensure that it also
integrates sustainability aspects, including
environmental and social (E&S) considerations and
climate-related risks and opportunities;
· Appoint and dismiss CEO and other executives to
whom executive management responsibilities were
delegated (called executive management ) and
ensure their succession planning;
· Oversee the management performance,
management role in addressing material
sustainability risks and opportunities and align the
remuneration of executive management with the
long-term interests and sustainability of the
Company, according to the provisions of the
Company’s remuneration policy;
· Ensure there is a sound framework for internal
controls and risk management;
· Ensure that the Company has in place procedures
to enable effective communication with shareholders
and other stakeholders.
X
A: GOVERNING
BODIES
A.1. The Board should
ensure the Company’s
long-term success and
sustainability for the best
interest of the Company
and its shareholders and
taking into account the
interests of other
stakeholders. The Board
should clearly define and
disclose the full scope of
its roles and
responsibilities.
A.1., 4
Duration of appointment of Board and executive
management should be set clearly and should, to
the extent possible, foster stability and predictability.
X
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
3
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
A: GOVERNING
BODIES
A.2. The Board should
have an appropriate
balance of skills,
experience, gender
diversity, knowledge and
independence to enable it
to effectively perform its
duties and responsibilities.
A.2., 1 The Board should have at least five members. X
A: GOVERNING
BODIES
A.2. The Board should
have an appropriate
balance of skills,
experience, gender
diversity, knowledge and
independence to enable it
to effectively perform its
duties and responsibilities.
A.2., 2
The Board should have in place a policy on Board
and executive management diversity and should
ensure that diversity requirements in terms of
gender, age, experiences and skills are incorporated
in the Nomination Policy.
X
The Company has no legal obligation to
apply the provisions of Law no. 24/2017
regarding the strengthening of gender
balance among directors. Nevertheless,
the Company upholds the principles of
diversity and seeks to maintain an
appropriate balance in terms of gender,
age, professional experience, and
competencies within its management
structures. These principles are taken
into account in the selection and
evaluation process of the Board members
and executive management, even in the
absence of an express legal obligation in
this regard.
A: GOVERNING
BODIES
A.2. The Board should
have an appropriate
balance of skills,
experience, gender
diversity, knowledge and
independence to enable it
to effectively perform its
duties and responsibilities.
A.2., 3
The Board should develop a Board profile which
specifies the desired characteristics and traits of its
members including factors such as independence,
diversity, integrity, specific skills and experience,
industry knowledge, ability and willingness to devote
adequate time and effort to Board responsibilities in
the context of the needs of the Board and its
committees and their exercise of the Board’s
strategic and oversight roles. The Board profile can
be part of the Nomination Policy.
X
The Company has not adopted a
Nomination Policy and, consequently,
has not developed a formal profile of the
Board. Nevertheless, in the process of
selecting and evaluating Board members,
the Company takes into account criteria
such as professional experience, relevant
competencies, integrity, and the
availability to dedicate sufficient time to
the fulfilment of duties, in line with
organizational needs and corporate
governance requirements.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
4
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
A: GOVERNING
BODIES
A.2. The Board should
have an appropriate
balance of skills,
experience, gender
diversity, knowledge and
independence to enable it
to effectively perform its
duties and responsibilities.
A.2., 4
The majority of the members of the Board should be
non-executives. At least a third of the Board
members should be independent. Each independent
member of the Board should submit a declaration
regarding his/her independence at the time of
his/her nomination for election or re-election as well
as when any change in his/her status arises, as per
the criteria of independence defined in law and in
Appendix A to the Code.
X
The majority of the Company’s Board of
Directors members are non-executive
directors. However, the Board currently
does not include independent directors.
The Company intends, in the future, to
further align with corporate governance
best practices, including assessing the
possibility of appointing one or more
directors who meet the independence
criteria set out under applicable
legislation and the Corporate Governance
Code.
A: GOVERNING
BODIES
A.2. The Board should
have an appropriate
balance of skills,
experience, gender
diversity, knowledge and
independence to enable it
to effectively perform its
duties and responsibilities.
A.2., 5
The Nomination and Remuneration Committee (or
the entire Board if there is no Nomination and
Remuneration Committee) should assess whether
the directors can be considered independent under
the factors taken into account, by examining
whether there are any business or other personal
relationships that could materially affect the
independence and objectivity of the director and
his/her ability to act in the best interests of the
Company, its shareholders and stakeholders.
X
The Company has not established a
Nomination and Remuneration
Committee, and the specific
responsibilities of such a committee are
exercised by the Board of Directors.
Currently, the Board does not include
directors who meet the independence
criteria set out in the Corporate
Governance Code. The Company
intends, in the future, in the context of
potentially appointing independent
directors, to implement a formal
independence assessment process,
which would include an analysis of
relevant professional and personal
relationships, as well as the collection of
independence statements in accordance
with legal requirements and the
provisions of the Code.
A: GOVERNING
BODIES
A.2. The Board should
have an appropriate
balance of skills,
experience, gender
diversity, knowledge and
independence to enable it
to effectively perform its
duties and responsibilities.
A.2., 6
The positions of Chairperson and Chief Executive
Officer (CEO) are recommended to be held by
different individuals.
X
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
5
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
A: GOVERNING
BODIES
A.2. The Board should
have an appropriate
balance of skills,
experience, gender
diversity, knowledge and
independence to enable it
to effectively perform its
duties and responsibilities.
A.2., 7
If the Chairperson and CEO functions are performed
by the same person, it is recommended that the
Board appoints an independent Vice-Chairperson.
not applicable
A: GOVERNING
BODIES
A.3. The Board should
ensure that a formal,
rigorous and transparent
procedure is put into place
regarding the nomination
of new members to the
Board.
A.3., 1
The Company should develop and disclose a board
nomination policy (“Nomination Policy”) that should
define the processes and procedures for the
nomination, election or replacement of a director.
The Nomination Policy, approved by the competent
governance body, shall describe how the Company
receives and evaluates nominations from
shareholders (including minority shareholders) or
from members of the Board, including in relation to
the board profile, independence and diversity.
X
At present, the Company has not adopted
a Nomination Policy for the members of
the Board of Directors. The procedures
regarding the nomination, election, and
replacement of Board members are
carried out in accordance with the
provisions of the Articles of Association
and the applicable legislation, without a
dedicated internal document detailing
these processes. The Company is
considering the possibility of adopting a
Nomination Policy in the future, in order
to align its corporate governance
practices with the recommendations of
the Code and to ensure a transparent,
predictable, and fair framework for the
proposal and evaluation of candidates for
the position of director.
A: GOVERNING
BODIES
A.3. The Board should
ensure that a formal,
rigorous and transparent
procedure is put into place
regarding the nomination
of new members to the
Board.
A.3., 2
The Board, through its Nomination and
Remuneration Committee, if established, should
monitor the nomination process of candidates for the
position of Board member.
X
The Company has not established a
Nomination and Remuneration
Committee, and its responsibilities are
fulfilled by the Board of Directors, which
oversees the nomination process of
candidates in accordance with legal
provisions and the Articles of Associati
on.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
6
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
A: GOVERNING
BODIES
A.3. The Board should
ensure that a formal,
rigorous and transparent
procedure is put into place
regarding the nomination
of new members to the
Board.
A.3., 3
The Company should disclose to shareholders
information on the experiences and CV of the
director candidates that they require to make an
informed decision on the appointment or
reappointment of the directors including the
following:
· candidates’ professional commitments and
engagements, including executive and non-
executive positions in companies, public authorities,
not-for-profit bodies or other organisations;
· any existing or potential conflicts of interest
including whether they have business, family or
other relationships that could affect their
performance as directors on the Board;
· which shareholder or member of the Board
proposed each candidate for the Board positions.
X
The Company provides shareholders with
relevant information regarding the
candidates proposed for the position of
Board member, including their
professional experience, any potential
conflicts of interest, and the identity of the
person or shareholder who submitted the
proposal, so that shareholders can make
an informed decision at the time of
appointment or renewal of the mandate.
A: GOVERNING
BODIES
A.4. The Board should
establish committees
which should assist the
Board in the performance
of its key responsibilities,
dealing with strategic
challenges and in
managing sensitive issues
with high potential for
conflicts of interest.
A.4., 1
The Board shall establish an Audit Committee to
enhance its oversight capability over the financial
reporting, internal control framework, internal and
external audit processes, and compliance with
applicable laws and regulations. Where a separate
risk management committee is not required by law
or already established, the Audit Committee will also
include oversight responsibilities for the efficiency of
the risk management framework.
X
The Company has established an Audit
Committee, which carries out the
responsibilities provided under the
applicable legislation. The Audit
Committee also fulfils the responsibilities
related to overseeing the risk
management framework.
A: GOVERNING
BODIES
A.4. The Board should
establish committees
which should assist the
Board in the performance
of its key responsibilities,
dealing with strategic
challenges and in
managing sensitive issues
with high potential for
conflicts of interest.
A.4., 2
The Audit Committee is recommended to be
composed of non-executive directors. The majority
of the Committee members is recommended to be
independent, including the Committee chairperson.
The Audit Committee, as a whole, should have
competencies relevant to the Company’s area of
operations. The Committee and its members should
comply with the applicable national and European
legislation.
X
The Audit Committee is composed solely
of non-executive members of the Board.
Currently, only the Chair of the
Committee is an independent director.
The members of the Audit Committee
possess competencies relevant to the
Company’s activities and perform their
duties in accordance with the
requirements of the applicable legislation.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
7
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
A: GOVERNING
BODIES
A.4. The Board should
establish committees
which should assist the
Board in the performance
of its key responsibilities,
dealing with strategic
challenges and in
managing sensitive issues
with high potential for
conflicts of interest.
A.4., 3
The Boards of Premium Tier companies should set
up a Nomination and Remuneration Committee
formed of non-executive directors. The majority of
the Committee members is recommended to be
independent, including the Committee chairperson.
The Board may also establish a separate
Nomination Committee and a separate
Remuneration Committee if the Board composition
accommodates it and if this is justified given the
Company’s size and complexity of its business and
governance structures.
not applicable
A: GOVERNING
BODIES
A.4. The Board should
establish committees
which should assist the
Board in the performance
of its key responsibilities,
dealing with strategic
challenges and in
managing sensitive issues
with high potential for
conflicts of interest.
A.4., 4
In addition to its specific responsibilities as provided
under this Code, the Nomination and Remuneration
Committee should:
i. Review and recommend to the Board the size and
composition of the Board and lead the development
and ongoing review of the Board profile;
ii. Identify individuals qualified to become Board
members and members of the executive
management, if requested; evaluate the candidates
for executive management roles; evaluate the
candidates proposed by the shareholders or by
Board members for a director role and inform the
GMS accordingly;
iii. Make recommendations to the Board concerning
committee appointments (other than the Nomination
and Remuneration Committee);
iv. Coordinate an annual evaluation of the Board,
directors and committees in line with provisions set
out in Principle A.5.;
v. Assist the Board in fulfilling its responsibilities
related to the Company’s remuneration policy;
vi. Assist the Board in the development of the
succession plans for executive management, as well
as the emergency succession plans and CEO
search process, as required;
vii. Oversee the administration of the Company’s
compensation and benefits plans.
X
The Company has not established a
Nomination and Remuneration
Committee, and the responsibilities
provided by the Code for such a
committee are carried out by the Board of
Directors. The Board reviews and
manages matters related to the size and
composition of the Board, the
assessment and nomination of
candidates, recommendations regarding
committees, the annual evaluation of the
Board, remuneration matters, as well as
succession planning, to the extent that
these activities are necessary and
applicable.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
8
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
A: GOVERNING
BODIES
A.4. The Board should
establish committees
which should assist the
Board in the performance
of its key responsibilities,
dealing with strategic
challenges and in
managing sensitive issues
with high potential for
conflicts of interest.
A.4., 5
The role and responsibilities of Board committees
should be defined in separate internal regulation
(operating regulations) and disclosed on the
Company’s website. If the Company chooses not to
establish any of the Board committees not required
by law, the corresponding tasks and responsibilities
shall be done by the Board and should be
adequately stated in the Board’s internal regulation.
X
The Company has established only the
Audit Committee, whose roles and
responsibilities are defined in a separate
internal regulation, published on the
Company’s website. (link)
A: GOVERNING
BODIES
A.4. The Board should
establish committees
which should assist the
Board in the performance
of its key responsibilities,
dealing with strategic
challenges and in
managing sensitive issues
with high potential for
conflicts of interest.
A.4., 6
The evaluation of independence for the members of
the committees, including when the members of the
committees are appointed by the GMS, shall be
carried out according to the same procedure
applicable to the independent members of the
Board.
X
The assessment of the independence of
committee members is carried out in
accordance with the procedure applicable
to independent members of the Board. At
present, the Company does not have
independent directors; therefore, no
formal independence assessment of
committee members is performed. The
members of the Audit Committee are
non-executive, and the Chair of the
Committee is independent, as declared.
A: GOVERNING
BODIES
A.4. The Board should
establish committees
which should assist the
Board in the performance
of its key responsibilities,
dealing with strategic
challenges and in
managing sensitive issues
with high potential for
conflicts of interest.
A.4., 7
The chairpersons of the Audit Committee and
Nomination and Remuneration Committee should
not be the Chairperson of the Board or of any other
committee, unless this is justified by the size of the
Board.
X
The Chairmain of the Audit Committee is
not the Chairman of the Board and does
not hold the position of chair of any other
committee, thereby complying with the
Code’s recommendations on the
separation of responsibilities within
governance structures.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
9
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
A: GOVERNING
BODIES
A.5. The Board should set
up robust Board operating
procedures as well as
Board evaluation and
continuous development
mechanisms to improve
directors’ skills and their
ability to effectively deliver
their responsibilities.
A.5., 1
The Board Chairperson is primarily responsible for
ensuring that the Board functions properly. The
Board’s internal regulation should contain the role
and responsibilities of the Board Chairperson and
the Board Chairperson, at a minimum, should:
• Determine the agenda of the Board meetings,
chair such meetings and ensure that minutes are
kept of such meetings;
• Ensure the Board receives accurate, timely, useful,
succinct information to enable the Board to make
sound decisions;
• Ensure the Board has sufficient time for
consultation and decision-making;
• Enable the Committees to function properly and
that there is effective communication with Board
committees, including actionable, insightful reports
of committees back to the full Board;
• Ensure the performance of the Board is evaluated
and discussed at least once a year and disclosed as
per provision D.1.3;
• Ensure that the Board has proper working
relationship with the executive management. The
CEO and the Chairman of the Board (if positions are
held by different individuals) shall meet regularly;
• Address and manage internal disputes and
conflicts of interest concerning Board members.
X
The role and responsibilities of the
Chairman of the Board are set out in the
Board’s internal regulations. The
Chairman of the Board ensures the
proper functioning of the Board, including
by setting the agenda, chairing meetings
and ensuring the transmission of
necessary information to the Board
members. He also facilitates the
functioning of the committees and
communication with them, maintains an
appropriate working relationship with the
executive management and manages
any conflicts of interest or internal
disputes between the Board members.
The annual evaluation of the Board is not
currently carried out. However, the
Company is considering implementing a
formal evaluation process of the Board
and its members, in accordance with the
requirements of the Corporate
Governance Code.
A: GOVERNING
BODIES
A.5. The Board should set
up robust Board operating
procedures as well as
Board evaluation and
continuous development
mechanisms to improve
directors’ skills and their
ability to effectively deliver
their responsibilities.
A.5., 2
The Board should meet as often as necessary but
not less than six (6) times a year.
X
The Board of Directors meets whenever
necessary for the proper conduct of the
Company’s activities. The frequency of
meetings complies with legal
requirements, and the Board aims to
meet the recommended threshold of at
least six meetings per year, in line with
the Corporate Governance Code.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
10
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
A: GOVERNING
BODIES
A.5. The Board should set
up robust Board operating
procedures as well as
Board evaluation and
continuous development
mechanisms to improve
directors’ skills and their
ability to effectively deliver
their responsibilities.
A.5., 3
The Board can request to designate the Corporate
Secretary who should assist the Board in complying
with its obligations under law, Board internal
regulation and other policies. The Corporate
Secretary should be a senior officer in the Company
tasked with assisting the Board and its committees
in organising their activities, in preparing for the
meetings, annual Board and committee performance
evaluation and director training programs, if the
case.
X
The Board has appointed a Secretary
who supports the Board in fulfilling its
obligations in accordance with the
applicable legislation and the Board’s
internal regulations. The Secretary
assists in organizing Board meetings and
activities, as well as in ensuring the
procedural communication necessary for
the exercise of the Board’s duties.
A: GOVERNING
BODIES
A.5. The Board should set
up robust Board operating
procedures as well as
Board evaluation and
continuous development
mechanisms to improve
directors’ skills and their
ability to effectively deliver
their responsibilities.
A.5., 4
The Board should clearly define the rights and
responsibilities, scope of authority and other issues
related to the Corporate Secretary.
X
The Board has defined in its internal
regulations the rights, responsibilities,
and scope of authority of the Board
Secretary. These provisions set out the
Secretary’s role in organizing meetings,
ensuring procedural compliance,
managing the Board’s documentation,
and supporting its activities within the
limits of the established mandate.
A: GOVERNING
BODIES
A.5. The Board should set
up robust Board operating
procedures as well as
Board evaluation and
continuous development
mechanisms to improve
directors’ skills and their
ability to effectively deliver
their responsibilities.
A.5., 5
The Board and its committees should develop and
approve an annual internal work plan identifying
topics to address during the year before the end of
the previous year. The plan should take into account
decisions that need to be proposed to the GMS,
reporting by management and internal control
functions, the required frequency of Board and
Committee meetings, and should be reviewed by the
Chairperson, assisted by the Corporate Secretary.
X
The Board and its committees do not
currently have a formalized annual
internal work plan. The Board’s activities
are organized based on operational
needs and legal requirements, and the
agenda of the meetings is set by the
Chair of the Board with the support of the
Board Secretary. The Company is
considering the implementation of an
annual work plan, in accordance with the
recommendations of the Corporate
Governance Code.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
11
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
A: GOVERNING
BODIES
A.5. The Board should set
up robust Board operating
procedures as well as
Board evaluation and
continuous development
mechanisms to improve
directors’ skills and their
ability to effectively deliver
their responsibilities.
A.5., 6
The Board should conduct an annual evaluation of
the composition, activity and dynamics of the Board
and its committees, individually and as a whole, and
which should be coordinated by the Nomination and
the Remuneration Committee.
X
The annual evaluation of the composition,
activity, and dynamics of the Board and
its committees is not currently performed.
Since the Company has not established a
Nomination and Remuneration
Committee, the responsibilities related to
coordinating the evaluation process
would fall under the Board of Directors.
The Company is considering the
implementation of a formal annual
evaluation process, in accordance with
the provisions of the Corporate
Governance Code.
A: GOVERNING
BODIES
A.5. The Board should set
up robust Board operating
procedures as well as
Board evaluation and
continuous development
mechanisms to improve
directors’ skills and their
ability to effectively deliver
their responsibilities.
A.5., 7
The Nomination and Remuneration Committee
should share the results of the Board evaluation with
the whole Board and should then set follow up
actions, if any, including professional development
and training plans for the Board to fill gaps.
X
The Company has not established a
Nomination and Remuneration
Committee, and the annual evaluation of
the Board is not currently carried out.
Consequently, there are no results of
such an evaluation to be reported to the
Board, nor any subsequent formalized
measures. The Company is considering
the implementation of an annual
evaluation process and, thereafter, the
establishment of professional
development actions in accordance with
the recommendations of the Corporate
Governance Code.
A: GOVERNING
BODIES
A.5. The Board should set
up robust Board operating
procedures as well as
Board evaluation and
continuous development
mechanisms to improve
directors’ skills and their
ability to effectively deliver
their responsibilities.
A.5., 8
The Board’s internal regulation should require
Company orientation (induction) programmes for
newly appointed directors, ensured by internal staff
of the Company. The Board’s internal regulation can
also include references for ongoing director
education program, if needed. The implementation
of any orientation and ongoing trainings
programmes for directors (as per the Board
decision) is made under the oversight of the
Nomination and Remuneration Committee, with the
support of the Corporate Secretary. Based on the
results of the annual board evaluation, the
X
The annual evaluation of the Board is not
currently carried out. The Company is
considering implementing an annual
evaluation process.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
12
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
Nomination and Remuneration Committee jointly
with the Board Chairperson shall develop
professional development programmes focusing on
the areas where capacity should be built among
Board members.
A: GOVERNING
BODIES
A.6. Executive
management is
responsible for day-to-day
management of the
Company. The Board
should ensure that the
executive management is
capable of effectively
running the Company and
that its composition,
competence, roles and
management incentives
support the successful
implementation of
Company’s strategy and
plans.
A.6., 1
Executive management should run the Company
and be accountable to the Board. Division of
responsibilities between the Board and the
executive management and between different
members of the executive management should be
clearly articulated in the Company’s by-laws and the
internal regulations of the Company.
X
The division of responsibilities between
the Board and the executive
management, as well as the allocation of
duties among the members of the
executive management, are defined in
the Company’s Articles of Association
and in the applicable internal regulations.
These documents establish the limits of
authority and the decision-making
framework necessary to ensure effective
governance.
A: GOVERNING
BODIES
A.6. Executive
management is
responsible for day-to-day
management of the
Company. The Board
should ensure that the
executive management is
capable of effectively
running the Company and
that its composition,
competence, roles and
management incentives
support the successful
implementation of
Company’s strategy and
plans.
A.6., 2
When Board Chairperson and CEO roles are
exercised by one individual, the different
responsibilities of the Board Chairperson and CEO
should be clearly defined and distinguished in the
Company by-laws.
not applicable
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
13
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
A: GOVERNING
BODIES
A.6. Executive
management is
responsible for day-to-day
management of the
Company. The Board
should ensure that the
executive management is
capable of effectively
running the Company and
that its composition,
competence, roles and
management incentives
support the successful
implementation of
Company’s strategy and
plans.
A.6., 3
The Board should ensure that the executive
management is comprised of persons with adequate
knowledge, skills, diversity and experience to
support successful Company performance and that
there are measures in place to provide for the
orderly succession of executive management.
X
The Board ensures that the members of
the executive management possess the
skills, experience, and knowledge
necessary for the proper functioning of
the Company. At present, there is no
formal succession policy at the entity
level; however, the Company is
considering applying the provisions of the
succession policy implemented at Group
level.
A: GOVERNING
BODIES
A.6. Executive
management is
responsible for day-to-day
management of the
Company. The Board
should ensure that the
executive management is
capable of effectively
running the Company and
that its composition,
competence, roles and
management incentives
support the successful
implementation of
Company’s strategy and
plans.
A.6., 4
The Board, with the support of the Nomination and
Remuneration Committee, should annually evaluate
executive management’s performance, the
effectiveness of its cooperation with the Board,
including the information provided to the Board.
X
The Company has not established a
Nomination and Remuneration
Committee, and the annual performance
evaluation of the executive management
is not currently carried out. In the
absence of a dedicated committee, the
responsibility for conducting the
evaluation would fall under the Board of
Directors. The Company is considering
the implementation of a formal evaluation
process, in accordance with the
recommendations of the Corporate
Governance Code.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
14
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
B: RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK
B: RISK
MANAGEMENT
AND INTERNAL
CONTROL
FRAMEWORK
B.1. The Company should
have an adequate and
effective internal control
framework and an
enterprise risk
management framework,
taking into account its
strategy, size, complexity
of operations and risk
profile including potential
environmental and social
im
pact of its activities.
B.1., 1
The Board determines the nature and extent of the
risks the Company is willing to take necessary for
the achievement of Company’s strategic objectives
(i.e., the Company’s risk appetite) and should
ensure there are clear structures, policies and
procedures in place that identify, evaluate, report,
manage and monitor significant and emerging risks,
including risks related to sustainability, cybersecurity
and the use of digital technologies. The Board
should explain in the annual report the mechanisms
and processes in place to identify and manage risks.
X
The Board of Directors monitors the main
risks to which the Company is exposed
and sets the general directions regarding
the acceptable level of risk. The
Company has implemented internal
procedures for identifying, assessing, and
managing risks, in accordance with the
applicable legal framework.
B: RISK
MANAGEMENT
AND INTERNAL
CONTROL
FRAMEWORK
B.1. The Company should
have an adequate and
effective internal control
framework and an
enterprise risk
management framework,
taking into account its
strategy, size, complexity
of operations and risk
profile including potential
environmental and social
impact of its activities.
B.1., 2
The Board should adopt a formal risk management
policy, to ensure accurate, complete and timely
identification, measurement and reporting of risks,
adequate and feasible risk control measures as well
as integration of an E&S risks into the risk
management framework in support of the
Company’s strategy implementation.
X
At the Rompetrol Group level, a Risk
Management Policy has been adopted,
which is also applicable to the Company.
This policy establishes the framework for
identifying, assessing, measuring, and
reporting risks, as well as the related
control measures, including the
integration of environmental and social
(E&S) risks into the risk management
process, in line with the Group’s and the
Company’s strategy.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
15
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
B: RISK
MANAGEMENT
AND INTERNAL
CONTROL
FRAMEWORK
B.1. The Company should
have an adequate and
effective internal control
framework and an
enterprise risk
management framework,
taking into account its
strategy, size, complexity
of operations and risk
profile including potential
environmental and social
impact of its activities.
B.1., 3
The Board and Audit Committee should understand
emerging information technology and artificial
intelligence-related changes so to mitigate
cybersecurity risks. Time should be given to the AI
risks and opportunities and cybersecurity on Board
agenda to ensure understanding of cyber protection.
X
The Board of Directors and the Audit
Committee periodically monitor the risks
associated with information technology,
cybersecurity, and emerging
developments. The Board ensures that
the Company has appropriate controls
and procedures in place to prevent and
mitigate IT and cybersecurity risks.
B: RISK
MANAGEMENT
AND INTERNAL
CONTROL
FRAMEWORK
B.1. The Company should
have an adequate and
effective internal control
framework and an
enterprise risk
management framework,
taking into account its
strategy, size, complexity
of operations and risk
profile including potential
environmental and social
impact of its activities.
B.1., 4
The Company is recommended to establish a risk
management function responsible for ensuring
accurate, complete and timely identification of the
risks, ensuring that adequate and feasible risk
control measures are in place and monitoring the
risk management procedures. The risk management
function, through the Chief Risk Officer (CRO),
where present, should have a direct communication
and functional reporting to the Board and Audit
Committee (if there is no separate Risk Committee).
X
The Company applies the risk
management framework implemented at
the Rompetrol Group level, and the
responsibilities for identifying, assessing,
and monitoring risks are carried out by
the competent internal structures.
B: RISK
MANAGEMENT
AND INTERNAL
CONTROL
FRAMEWORK
B.1. The Company should
have an adequate and
effective internal control
framework and an
enterprise risk
management framework,
taking into account its
strategy, size, complexity
of operations and risk
profile including potential
environmental and social
impact of its activities.
B.1., 5
The Board with the assistance from the Audit
Committee should at least annually assess the
adequacy and effectiveness of Company’s risk
management and internal control framework
(including operational and compliance controls) and
make relevant recommendations. The assessment
should consider the effectiveness and scope of the
internal audit function, the adequacy of risk
management and compliance, internal control
reports, if they are required by applicable legislation,
to the Audit Committee, management’s
responsiveness and effectiveness in dealing with
identified internal control failings or weaknesses and
submission of relevant reports to the Board.
X
The Board of Directors, assisted by the
Audit Committee, periodically monitors
the functioning of the Company’s risk
management framework and internal
control system. The Audit Committee
reviews the information provided by the
relevant structures regarding risks,
compliance, and internal controls, and
issues recommendations to the Board in
accordance with its responsibilities under
the applicable legislation.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
16
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
B: RISK
MANAGEMENT
AND INTERNAL
CONTROL
FRAMEWORK
B.1. The Company should
have an adequate and
effective internal control
framework and an
enterprise risk
management framework,
taking into account its
strategy, size, complexity
of operations and risk
profile including potential
environmental and social
impact of its activities.
B.1., 6
The Company should develop and make available
on a free of charge basis on the Company’s website
a whistle-blowing mechanism which would enable
employees and stakeholders to make reports about
suspected breaches or wrongdoings as per the
applicable legislation in place.
X
The Company applies the whistleblowing
mechanism implemented at the
Rompetrol Group level, which allows
employees and other stakeholders to
confidentially report potential breaches or
irregularities, in accordance with the
applicable legislation. The mechanism is
available free of charge and is accessible
to the public through the Group’s website.
(link)
B: RISK
MANAGEMENT
AND INTERNAL
CONTROL
FRAMEWORK
B.2. The Audit Committee
should assist the Board
with ensuring the integrity
of financial and non-
financial reporting,
establishing an effective
risk management and
internal control framework
and maintaining an
appropriate relationship
with the Company’s
external auditors.
B.2., 1
In addition to its responsibilities mentioned in
legislation and elsewhere in the Code, the Audit
Committee should:
· Review the Company’s internal controls and risk
management frameworks;
· Oversee the development and application of the
Company’s policies on conflicts of interests and
related party transactions;
· Ensure independence and review the effectiveness
of the Company’s internal audit function and make a
recommendation to the Board;
· Oversee the internal audit function;
· Oversee the preparation of sustainability-related
reports and information included in them, unless this
task is assigned to another committee;
· Oversee the framework for ensuring the
Company’s compliance with applicable legal and
regulatory requirements and internal regulations of
the Company (like the procedures for reporting
breaches of the law or the Company’s Code of
Conduct), unless this task is assigned to another
committee.
X
The Audit Committee performs its duties
in accordance with the applicable
legislation and the Committee’s internal
regulations. It periodically reviews the
internal control system and the risk
management framework, monitors the
application of policies on conflicts of
interest and related-party transactions,
and oversees the internal audit function,
including the assessment of its
independence and effectiveness.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
17
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
B: RISK
MANAGEMENT
AND INTERNAL
CONTROL
FRAMEWORK
B.2. The Audit Committee
should assist the Board
with ensuring the integrity
of financial and non-
financial reporting,
establishing an effective
risk management and
internal control framework
and maintaining an
appropriate relationship
with the Company’s
e
xternal auditors.
B.2., 2
Whenever the Code mentions reviews or analysis to
be exercised by the Audit Committee, these should
be followed by regular (at least annual) or ad-hoc
reports to the Board.
X
B: RISK
MANAGEMENT
AND INTERNAL
CONTROL
FRAMEWORK
B.2. The Audit Committee
should assist the Board
with ensuring the integrity
of financial and non-
financial reporting,
establishing an effective
risk management and
internal control framework
and maintaining an
appropriate relationship
with the Company’s
external auditors.
B.2., 3
The Audit Committee should monitor the
independence and objectivity of the external auditor.
The Committee should approve a policy on the
provision of permitted non-audit services by the
external auditor in line with legal requirements and
enforce implementation of that policy. Committee’s
findings regarding the independence of the external
auditor should be disclosed in the annual report.
X
The Audit Committee monitors the
independence and objectivity of the
external auditor, in accordance with legal
requirements and the Committee’s
internal regulations. At present, the
Company has not adopted a policy
regarding the provision of permitted
non-audit services by the external
auditor. Nevertheless, the Audit
Committee assesses the nature and
volume of the services provided by the
external auditor to ensure that they do not
impair its independence. The
Committee’s findings regarding the
independence of the external auditor are
reported to the Board and presented in
the Company’s annual reports.
B: RISK
MANAGEMENT
AND INTERNAL
CONTROL
FRAMEWORK
B.2. The Audit Committee
should assist the Board
with ensuring the integrity
of financial and non-
financial reporting,
establishing an effective
risk management and
internal control framework
and maintaining an
appropriate relationship
B.2., 4
The Audit Committee should discuss the annual
audit work plan with the external auditor covering
the scope and materiality of the activities to be
audited. The audit committee should meet the
external auditor as needed to discuss issues
identified and to monitor the quality of the services
provided.
X
The Audit Committee discusses the
annual work plan with the external
auditor, including the scope and
materiality of the audit activities. The
Committee also meets with the external
auditor whenever necessary to review the
matters identified during the audit
engagement and to monitor the quality of
the services provided.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
18
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
with the Company’s
external auditors.
B: RISK
MANAGEMENT
AND INTERNAL
CONTROL
FRAMEWORK
B.3. The Board should
ensure the independence
of the internal audit
function. Company’s
internal audit function
should provide
independent and objective
assurance on the
effectiveness of risk
management framework
and internal control
framework.
B.3., 1
The Board should ensure that the internal audit has
the authority, resources and procedures adequate to
assist the Board in ensuring effectiveness and
efficiency of the Company’s risk management and
internal control framework.
X
The activity of the internal audit is
monitored by the Audit Committee, in
accordance with the responsibilities set
out in its internal regulations.
B: RISK
MANAGEMENT
AND INTERNAL
CONTROL
FRAMEWORK
B.3. The Board should
ensure the independence
of the internal audit
function. Company’s
internal audit function
should provide
independent and objective
assurance on the
effectiveness of risk
management framework
and internal control
framework.
B.3., 2
To ensure fulfillment of the core functions of the
internal audit function, the head of the function
should be appointed by and report functionally
directly to the Board via the Audit Committee, who
shall be tasked with approving his/her appointment
and dismissal. This is without prejudice to
administrative reporting to the CEO and sharing
information with the Company’s executive
management, in line with legal requirements and
professional standards.
X
The internal auditor reports functionally to
the Board of Directors through the Audit
Committee. The Audit Committee is
responsible for approving the
appointment and, where applicable, the
dismissal of the internal auditor.
Administrative reporting is carried out to
the Chief Executive Officer, in
accordance with legal requirements and
relevant professional standards.
B: RISK
MANAGEMENT
AND INTERNAL
CONTROL
FRAMEWORK
B.3. The Board should
ensure the independence
of the internal audit
function. Company’s
internal audit function
should provide
independent and objective
B.3., 3
The internal audit function should be established in
line with applicable legal requirements and industry
standards (e.g., Institute of Internal Auditors). The
internal audit authority, composition, remuneration,
annual budget, working procedures and other
relevant matters shall be regulated in separate
internal audit’s internal regulation approved by the
X
The internal audit function is organized in
accordance with the applicable legal
requirements and relevant professional
standards. At present, the company does
not have an internal regulation dedicated
to the internal audit function.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
19
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
assurance on the
effectiveness of risk
management framework
and internal control
framework.
Board, following the recommendation of the Audit
Committee.
B: RISK
MANAGEMENT
AND INTERNAL
CONTROL
FRAMEWORK
B.3. The Board should
ensure the independence
of the internal audit
function. Company’s
internal audit function
should provide
independent and objective
assurance on the
effectiveness of risk
management framework
and internal control
framework.
B.3., 4
The Audit Committee should agree an annual
internal audit work plan with the internal auditor,
receive internal audit reports, updates on key audit
issues, monitor implementation of recommendations
of the internal audit and provide necessary
guidance.
X
C: PERFORMANCE, MOTIVATION AND REWARD
C:
PERFORMANCE,
MOTIVATION
AND REWARD
C.1. Members of the Board
shall receive remuneration
corresponding to the
volume and weight of
powers and their
responsibilities, rather
than the performance of
management or the
Company. The structure
and amount of director’s
remuneration should
enable the Company to
attract, retain and motivate
the competent and
qualified directors.
C.1., 1
Board members should receive remuneration, as
per the Remuneration Policy of the Company.
Members who also serve on Board committees
should receive additional remuneration for this work.
But in no circumstances should the remuneration be
linked to the number of board or committee
meetings.
X
The Company has a Remuneration Policy
in place. The remuneration of the Board
members is granted in accordance with
this policy, and members who are part of
the Board committees receive additional
remuneration for their activity within these
committees. The remuneration is not
linked to the number of Board or
committee meetings, in accordance with
the provisions of the Corporate
Governance Code. (link)
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
20
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
C:
PERFORMANCE,
MOTIVATION
AND REWARD
C.2. The Board shall
ensure there is a formal
and transparent policy and
procedure for determining
the remuneration of
executive management
that aligns with the long-
term interests of the
Company and the
Company’s strategy. This
policy shall be presented,
subject for approval, to the
GMS in line with legal
requirements.
C.2., 1
The Board should determine the annual
remuneration of the executive management, based
on the recommendations of the Nomination and
Remuneration Committee and in accordance with
the Company’s remuneration policy. The
remuneration policy should be prepared in
accordance with the relevant legal requirements.
X
The Board of Directors sets the annual
remuneration of the executive
management in accordance with the
Company’s Remuneration Policy,
approved by the General Meeting of
Shareholders. The Company has not
established a Nomination and
Remuneration Committee, and the
responsibilities of such a committee are
exercised by the Board of Directors, in
compliance with the relevant legal
requirements regarding the development
and implementation of the remuneration
policy. (link)
C:
PERFORMANCE,
MOTIVATION
AND REWARD
C.2. The Board shall
ensure there is a formal
and transparent policy and
procedure for determining
the remuneration of
executive management
that aligns with the long-
term interests of the
Company and the
Company’s strategy. This
policy shall be presented,
subject for approval, to the
GMS in line with legal
requirements.
C.2., 2
Levels of remuneration for executive management
members and key performance indicators taken into
account when determining variable (performance-
based) part of the remuneration should be set in
advance and be measurable and appropriate in
relation to the agreed strategy and risk appetite, the
economic environment within which the Company
operates, and the pay and conditions of employees
within the Company. In particular, they should
include indicators related to non-financial
performance and appropriate sustainability
objectives.
X
The remuneration levels for members of
the executive management and the key
performance indicators (KPIs) used to
determine the variable component of
remuneration are established in
accordance with the Remuneration Policy
approved by the General Meeting of
Shareholders.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
21
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
C:
PERFORMANCE,
MOTIVATION
AND REWARD
C.2. The Board shall
ensure there is a formal
and transparent policy and
procedure for determining
the remuneration of
executive management
that aligns with the long-
term interests of the
Company and the
Company’s strategy. This
policy shall be presented,
subject for approval, to the
GMS in line with legal
requirements.
C.2., 3
Company’s shares and/or share purchase options
should represent a significant part (e.g., not less
than 10%) of the executive management member’s
total variable remuneration.
X
The Remuneration Policy does not
provide for the inclusion of Company
shares or share purchase options as part
of variable remuneration and does not
establish a minimum threshold in this
regard.
D: DISCLOSURE AND INVESTOR RELATIONS
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and sustainability
reporting.
D.1., 1
The Company should make sure to provide
accurate, complete and timely financial and
operational information, including quarterly, half-
yearly and annual reports, as well as current reports.
Companies should ensure all relevant information is
easily accessible to investors, including through the
Company website and other public information
sources, as the case may be.
X
The Company publishes accurate,
complete, and timely financial and
operational information on the BSE, FSA
websites, and on its own website,
including quarterly, semi-annual, annual,
and current reports, thereby ensuring
accessibility for investors. (link)
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and sustainability
reporting.
D.1., 2
The Company is recommended to have an Investor
Relations (IR) function and should appoint a
dedicated person in charge of IR function. The
contact details of the person or persons charged of
the IR function shall be available on the Company’s
website. The IR function will report directly to the
CEO/CFO, underscoring its significance within the
Company's hierarchy and emphasizing its central
role in managing and communicating the Company’s
capital market engagements and status. The
Company should organise in
duction and regular
X
The Company has appointed a person
responsible for investor relations (IR),
whose contact details are published on
the Company’s website, thereby ensuring
the accessibility of information for
investors. (link)
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
22
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
training/courses, if needed, for the IR function,
tailored to its specific needs and responsibilities.
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and sustainability
reporting.
D.1., 3
The Company should include on its corporate
website a dedicated Investor Relations section, with
all relevant information of interest for investors,
available both in Romanian and English.
X
The Company provides on its website a
dedicated Investor Relations section,
where all information relevant to investors
is published. The information is available
in both Romanian and English, thereby
ensuring the accessibility and
transparency required for all interested
investors. (link)
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and sustainability
reporting.
D.1., 3
The company should include on its Investor
Relations section:
• Main corporate regulations: updated articles of
association, GMS procedures, board’s internal
regulation and board committees’ internal
regulations.
X
The Investor Relations section on the
Company’s website includes the main
corporate regulations, namely the
updated Articles of Association, the
procedures of the General Meetings of
Shareholders, the internal regulations of
the Board of Directors, as well as the
internal regulations of its committees,
thereby ensuring transparency and easy
access for investors to the relevant
documents.(link)
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and sustainability
reporting.
D.1., 3
The company should include on its Investor
Relations section:
• List of current members of the Board, Board’s
Committees and executive management, providing
an up-to-date information on independence status ,
professional CVs (containing at least: name,
surname, gender, nationality, age; work experience
by year, position and Company; studies, field of
study and academic or professional institution
granting the diploma), other professional
commitments, including executive and non-
executive Board positions in companies, not-for-
profit institutions and state institutions; relationship
with shareholders holding at least 5% of the voting
rights/shares issued by the Company; the duration
X
The Company publishes on its website
the CVs of the directors, which contain
relevant information regarding their
professional experience, education, and
other necessary details. Additionally, the
Investor Relations section presents
information regarding the current
composition of the Board of Directors and
its committees. (link)
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
23
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
of the appointment of the members of the Board, the
Committees and the executive management,
specifying the date from which they were appointed.
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and sustainability
reporting.
D.1., 3
The company should include on its Investor
Relations section:
• Current reports and periodic reports (quarterly,
semi-annual and annual reports).
X
The Company publishes current and
periodic reports in the Investor Relations
section, including quarterly, semi-annual,
and annual reports, thereby ensuring
complete and timely information for
investors. (link)
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and sustainability
reporting.
D.1., 3
The company should include on its Investor
Relations section:
• Information related to GMS: the agenda,
supporting materials and the decisions taken;
procedure for running the GMS; the Nomination
Policy; candidates’ professional CVs (containing at
least: name, surname, gender, nationality, age; work
experience by year, position and Company; studies,
field of study and academic or professional
institution granting the diploma), as well as any other
information presented at A.3.3; communication
channel(s) for shareholders to address questions;
answers to shareholders’ questions related to the
agenda; declarations of independence for board
candidates and evaluations made by Nomination
and Remuneration Committee/Board for candidates,
including their compliance with independence
criteria.
X
The Company publishes on its website
relevant information regarding the
conduct of the General Meetings of
Shareholders, including the agenda,
supporting materials, and the resolutions
adopted. The CVs of the directors are
also available, containing details
regarding their professional experience
and education. This information is
supplemented by the official channels
through which shareholders may submit
questions to the Company. (link)
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
D.1., 3
The company should include on its Investor
Relations section:
• Information on Board evaluation, made as per
Provision A.5.7, including evaluation criteria and
process, as well as a summary result of the
evaluation and actions that have been or will be
undertaken as a result of the evaluation.
X
The Company does not currently publish
on its website information regarding the
evaluation of the Board, the criteria and
evaluation process, nor the summary of
results or actions undertaken following
the evaluation.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
24
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
financial and sustainability
reporting.
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and sustainability
reporting.
D.1., 3
The company should include on its Investor
Relations section:
• Information on corporate events, such as payment
of dividends and other distributions to shareholders,
or other events leading to the acquisition or
limitation of rights of a shareholder, including the
deadlines and principles applied to such operations.
Such information should be published within a
timeframe that enables investors to make
investment decisions.
X
The Company publishes in the Investor
Relations section information related to
corporate events, including details on
dividend payments, other distributions to
shareholders, and operations affecting
their rights, together with the applicable
deadlines and principles. The information
is communicated within an appropriate
time frame that enables investors to
properly base their investment decisions
(link)
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and sustainability
reporting.
D.1., 3
The company should include on its Investor
Relations section:
• Corporate policies, among which code of conduct,
dividend policy, remuneration policy, forecast policy,
policy for communication with investors, the
corporate social responsibility (CSR)/sponsorship
policy, policy for related parties’ transactions, policy
for diversity, equity and inclusion, and
whistleblowing policy (if not already part of the Code
of Conduct).
X
The Company publishes on its website
only some of the corporate policies
mentioned, which are available in the
dedicated Investor Relations section. The
remaining policies are to be developed
and/or published in order to align with the
applicable corporate governance
requirements. (link)
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and sustainability
reporting.
D.1., 4
The Company should organise at least two
meetings/conference calls with analysts and
investors each year. The information presented on
these occasions should be published in the IR
section of the Company website at the time of the
meetings/conference calls.
X
The Company will take this provision into
consideration in the event of an increase
in the volume of shares traded, as well as
an increase in the free-float percentage.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
25
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and sustainability
reporting.
D.1., 5
The Company should disclose the material and
reportable non-financial and sustainability issues
with emphasis on the disclosure of environmental,
social and governance (ESG) issues of its business
and operations in line with the recognized standard
of sustainability reporting. The Company’s
sustainability statements shall be disclosed on its
website.
X
The annual report includes financial and
non-financial information relevant to the
Company’s activity, including the audited
annual financial statements, the auditor’s
report, the Board of Directors’ report, the
corporate governance statements, as well
as other information required by the
applicable regulatory framework.
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and sustainability
reporting.
D.1., 6
The Company should have a CSR/sponsorship
policy to guide the activity in the area of supporting
CSR activities and sponsorship.
X
The Company has not developed its own
CSR / sponsorship policy; however, such
a policy exists at the Rompetrol Group
level. The Company applies the
procedure and principles established at
Group level for CSR and sponsorship
activities.
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.2. The Company should
ensure fair and equitable
treatment of all its
shareholders, as well as
availability of all needed
tools and information to
allow shareholders to
exercise their rights in
relation to the Company.
D.2., 1
The Company should have a dividend policy as a
set of directions the Company intends to follow
regarding the distribution of net profit.
X
The Company has a dividend policy that
sets out the principles and guidelines
regarding the distribution of net profit.
(link)
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.2. The Company should
ensure fair and equitable
treatment of all its
shareholders, as well as
availability of all needed
tools and information to
allow shareholders to
exercise their rights in
relation to the Company.
D.2., 2
The procedure for running the GMS should not
restrict the participation of shareholders in GMS and
the exercise of their rights. Amendments of the
procedure for running the GMS should take effect, at
the earliest, as of the next GMS.
X
The procedure for conducting the
General Meeting of Shareholders
adopted by the Company does not
restrict shareholders’ participation or the
exercise of their rights.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
26
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.2. The Company should
ensure fair and equitable
treatment of all its
shareholders, as well as
availability of all needed
tools and information to
allow shareholders to
exercise their rights in
relation to the Company.
D.2., 3
The external auditors should attend the
shareholders’ meetings where their reports are
presented, in order to respond to shareholders’
questions.
X
The external auditors participate in the
General Meetings of Shareholders at
which their reports are presented, and
they are available to answer questions
raised by shareholders.
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.2. The Company should
ensure fair and equitable
treatment of all its
shareholders, as well as
availability of all needed
tools and information to
allow shareholders to
exercise their rights in
relation to the Company.
D.2., 4
The Board should present to the annual GMS a
summary of the assessment of the adequacy and
effectiveness of the risk management and internal
control framework, as per the related information
included in the annual report.
X
If questions on this topic are raised, the
Board members are prepared to provide
clarifications and additional details, in line
with the information included in the
annual report.
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.2. The Company should
ensure fair and equitable
treatment of all its
shareholders, as well as
availability of all needed
tools and information to
allow shareholders to
exercise their rights in
relation to the Company.
D.2., 5
The Company should stimulate engagement with
shareholders and investors by:
• Encouraging active shareholder participation in
GMS, like ensuring conditions for virtual
participation.
• Holding regular briefings and updates for investors,
especially during significant corporate events.
• Establishing channels for shareholders to provide
feedback and ask questions, ensuring responses
are timely and comprehensive.
X
The Company has established channels
through which shareholders may provide
feedback and submit questions, ensuring
that responses are provided in a timely
and comprehensive manner.
D: DISCLOSURE
AND INVESTOR
RELATIONS
D.2. The Company should
ensure fair and equitable
treatment of all its
shareholders, as well as
availability of all needed
tools and information to
allow shareholders to
exercise their rights in
relation to the Company.
D.2., 6
Any professional, consultant, expert or financial
analyst may participate in the shareholders’ meeting
upon prior invitation from the Chairperson of the
Board. Accredited journalists may also participate in
the GMS, unless the Chairperson decides
otherwise.
X
The Company allows the participation of
professionals, consultants, experts, or
financial analysts in the General Meetings
of Shareholders, based on a prior
invitation from the Chair of the Board.
Accredited journalists may also attend the
General Meetings, except in situations
where the Chair decides otherwise.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
27
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
E: SUSTAINABILITY AND STAKEHOLDERS
E:
SUSTAINABILITY
AND
STAKEHOLDERS
E.1. The Company should
integrate sustainability
aspects in its strategy and
mitigate any material
negative environmental
and social impacts of its
operations, to the possible
extent.
E.1., 1
The Board should ensure that sustainability,
environmental and social considerations are
integrated in the Company’s strategy and
operations, risk management and remuneration
practices and shall oversee this integration. A
specialised sustainability committee or one of the
standing committees of the Board shall assist the
Board with these tasks.
X
The Board does not currently have a
dedicated sustainability committee.
However, the integration of sustainability,
environmental, and social matters into the
Company’s strategy and operations is
supported by a dedicated Sustainability
department within the organization. This
department provides expertise and
assistance to the Board in assessing
non-financial risks and in monitoring the
implementation of sustainability
objectives.
E:
SUSTAINABILITY
AND
STAKEHOLDERS
E.1. The Company should
integrate sustainability
aspects in its strategy and
mitigate any material
negative environmental
and social impacts of its
operations, to the possible
extent.
E.1., 2
The Board should ensure that Company’s
operations run according to the national and
international E&S standards and Company’s E&S
policies are consistent with its long-term objectives.
In particular, the Company shall have internal acts
relating to its responsibilities for environmental and
social issues and policies and procedures that
enable it to identify material factors and assess the
impact on the Company’s activities.
X
The Company has management systems
certified in accordance with the relevant
international standards — ISO 9001
(quality), ISO 14001 (environment), and
ISO 45001 (occupational health and
safety). These certifications confirm the
existence of adequate internal processes
and controls for managing environmental
and social aspects, in line with
international best practices.
With respect to the sustainability
procedural framework, the Company
applies the sustainability procedure
implemented at the Rompetrol Group
level, which is already operational within
RWS activities. The Company is currently
in the process of adapting and formally
implementing this procedure at its own
level, so that E&S policies and
responsibilities are documented,
integrated, and fully aligned with its
long-term objectives.
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
28
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
E:
SUSTAINABILITY
AND
STAKEHOLDERS
E.1. The Company should
integrate sustainability
aspects in its strategy and
mitigate any material
negative environmental
and social impacts of its
operations, to the possible
extent.
E.1., 3
Whenever a decision to be approved by the Board
has potential material and negative E&S impact, the
Board should receive from the executive
management (i) an analysis on how this decision is
aligned with the Company’s sustainability objectives
and E&S policies or (ii) proposal of the measures to
mitigate negative E&S impacts.
X
In situations where a decision subject to
Board approval may have a significant
and negative E&S impact, the executive
management provides the Board with an
analysis regarding the alignment of the
decision with the Company’s
sustainability objectives and E&S policies
or, as applicable, proposes mitigation
measures for the identified negative
impact, thereby enabling the adoption of
an informed and responsible decision.
E:
SUSTAINABILITY
AND
STAKEHOLDERS
E.2. The Company should
have in place a process for
identifying the
stakeholders affected by
Company’s operations.
The Board should take into
consideration
stakeholders’ interests and
ensure there is active
communication between
the Company and its
stakeho
lders.
E.2., 1
The Board should ensure that there is a formal
stakeholder identification process for Company’s
stakeholders including investors, creditors, clients,
employees and suppliers, as well as targeted
approaches for engaging with its priority
stakeholders.
X
The organization has a formal process for
identifying stakeholders, through which
the relevant stakeholder categories —
including creditors, customers,
employees, and suppliers — are
analyzed and assessed. This process
enables the identification of priority
stakeholders and the establishment of
appropriate engagement approaches,
depending on the impact and level of
interest each category has on the
Company’s activities.
E:
SUSTAINABILITY
AND
STAKEHOLDERS
E.3. The Board should
adopt a Code of Conduct
with adequate scope
including guiding
principles which reflect the
Company’s commitment to
ethics, integrity and quality
of performance.
E.3., 1
The Board should develop a purpose statement and
a vision statement as well as articulate Company’s
values, so the entire organisation understands the
Company’s strategic direction.
X
The Board does not currently have a
specific purpose and vision statement for
the Company. However, the values and
overall strategic directions are reflected in
existing organizational policies and
objectives. The Company will consider
developing and formalizing dedicated
purpose, vision and values statements to
ensure clear and consistent
communication across the organization..
(link)
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
29
Section Principle
Prov
No.
Provision (detailed) Yes Partial No
Explanation (text and url link if
document is on website)
E:
SUSTAINABILITY
AND
STAKEHOLDERS
E.3. The Board should
adopt a Code of Conduct
with adequate scope
including guiding
principles which reflect the
Company’s commitment to
ethics, integrity and quality
of performance.
E.3., 2
The Board should adopt a Code of Conduct for
Board members, executive management and
Company employees, with clear provisions aimed at
preventing and sanctioning fraud and bribery. The
Board should not permit any waiver of any ethics
requirement by any director, executive manager or
employee.
X
The Company does not have its own
Code of Conduct; however, it applies the
Code of Conduct implemented at the
Rompetrol Group level, which contains
clear provisions regarding the prevention
and sanctioning of fraud, bribery, and
other unethical behaviour. The Code
applies uniformly to all Board members,
executive management, and employees,
without exceptions, ensuring compliance
with the ethical and integrity standards
established at Group level. (link)
E:
SUSTAINABILITY
AND
STAKEHOLDERS
E.3. The Board should
adopt a Code of Conduct
with adequate scope
including guiding
principles which reflect the
Company’s commitment to
ethics, integrity and quality
of performance.
E.3., 3
The Board should ensure that the Code of Conduct
policies are integrated into Company’s practices and
incorporated into the onboarding process for new
hires. The Board should ensure the efficient
implementation and monitoring of compliance with
the Code of Conduct and periodically review it.
X
The policies set out in the Group’s Code
of Conduct are integrated into the
Company’s practices and are included in
the onboarding process for new
employees. The Company ensures the
application and compliance with the
provisions of the Code, and compliance
monitoring is carried out on an ongoing
basis. Additionally, the Code of Conduct
is periodically reviewed at Group level,
and the Company applies the
corresponding updates in its operations.
CHAIRMAN OF THE BOARD OF DIRECTORS,
Mr. Yedil Utekov
GENERAL MANAGER, FINANCE MANAGER,
Mr. Georgian Stefan Florea Mrs. Luiza Roxana Moise
Rompetrol Well Services S.A.
# 2 bis Clopotei Street, 100189, Ploiesti, Prahova County, ROMANIA
phone: + (40) 244 544321; fax.: + (40) 244 522913; email:
office.rws@rompetrol.com; www.rompetrol.com
Company with Management System Certified by DNV GL Trade Registry No:J1991000110297 IBAN RO34BACX0000000030551310
ISO 9001;2015 ISO 14001;2015 OHSAS 45001;2018 Fiscal Identification No;RO1346607 UNICREDIT BANK - PLOIESTI
AFFIDAVIT
The undersigned, Yedil Utekov, in capacity of Chairman of the Board, Georgian Stefan Florea,
in capacity of General Manager
and Roxana Luiza Moise in capacity of Finance Manager, in
consideration of the provision of art. 65 of Law no.24/2017 regarding issuers of financial
instruments an market operations and of the provision republished of Regulation no. 5/2018
regarding on issuers of financial instruments and market operations, hereby declare that, from our
point of view, the annual financial statements on December 31, 2025 prepared in compliance with
the applicable accounting standards offer an accurate and true image of the assets, liabilities,
financial standing, profit and loss account of the Company and, the Report of the Board of
Directors comprise a correct analysis of the Company
’
s development and performance, as well as
a description of the main risks and uncertainties specific to the performed activity.
Chairman of the Board of Directors,
Yedil Utekov
General Manager
Georgian Stefan Florea
Finance Manager,
Roxana Luiza Moise
ROMPETROL WELL SERVICES SA
STANDALONE
FINANCIAL
STATEMENTS
Prepared in accordance with
Order of Minister of Public Finance no. 2844/2016
31 December 2025
ROMPETROL WELL SERVICES SA
Stand-alone Financial Statements
Prepared in accordance with
Order of the Minister of Public Finance no. 2844/2016
31 December 2025
Contents Page
Statement of profit or loss and other comprehensive income 3
Statement of the financial position 4
Statement of changes in equity 5
Statement of cash flow 6
Notes to the standalone financial statements 7 - 56
ROMPETROL WELL SERVICES SA
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended as at 31 December 2025
(all amounts expressed in Lei (“RON”), unless otherwise specified)
Explanatory notes from 1 to 25 are part of these financial statements.
3
The Financial Statements from page 1 to page 56 were approved by the Board of Directors on
26 March 2026 and are signed in his name by:
Administrator,
Prepared by
,
FLOREA Georgian Stefan MOISE Luiza-Roxana
Finance Manager
Signature Signature
Notes
202
5
202
4
Revenue
63,297,288
74,674,449
Revenues from contracts with customers
2
62,829,476
74,196,791
Rental revenues
2.1
467,812
477,658
Other operating income 3.1
3,156,225
2,349,842
OPERATING INCOME
–
TOTAL
66,453,513
77,024,291
Expenses with consumables
(17,641,187)
(21,349,833)
Power and water expenses
(520,040)
(480,638)
Merchandise expenses (12,507)
(5,542)
Payroll costs, out of which:
5
(
24,802,284
)
(23,634,538)
-
Salaries
(
23,140,941
)
(22,325,139)
-
Social security contributions
(
786,580
)
(728,693)
Fixed assets’ value adjustments, of which 8,9,10,18
(5,225,998)
(4,297,366)
-
Depreciation and amortization
(5,225,998)
(4,806,037)
-
Impairment of property, plant and equipment
0
508,671
Allowance for inventories
13
(49,079)
(45,090)
Allowance for expected credit losses 14
31,666
(6,596)
Expenses with third
-
party services
3.2
(
15,079,481
)
(17,571,637)
Taxes, duties and similar expenses
3.4
(1,282,202)
(763,325)
Other operating expenses
3.3
(95,379)
(261,161)
OPERATING EXPENSES – TOTAL (64,676,491)
(68,415,726)
OPERATING PROFIT / (LOSS)
1,777,022
8
,
608
,
565
Interest income
3,617,104
3,760,374
-
of which,
income
from related parties
3,600,458
3,746,786
Other financial income
75,945
29,419
FINANCIAL INCOME - TOTAL 4.1
3,693,049
3,789,793
Financial expenses (705,155)
(621,633)
FINANC
IAL
EXPENSES
-
TOTAL
4.2
(705,155)
(
621
,
633
)
FINANCIAL PROFIT / (LOSS)
2
,
987
,
894
3,
168
,16
0
PROFIT / (LOSS) BEFORE TAX 4,764,916
11,776,725
Income tax expense
6
(
902,615
)
(1,539,418)
PROFIT / (LOSS) FOR THE YEAR
3,862,301
10,237,307
Earnings per share
(Basic and Diluted)
7
0.0139
0.0368
Other comprehensive income that will not be reclassified to profit or
loss in subsequent periods (net of tax):
2,594,535
3,041,382
Actuarial gain / (losses) relating to retirement benefits
(
287
,
526
)
(116,213)
Remeasurement of fair value of equity
instruments measured at fair value
through other comprehensive income
2,882,061
3,157,595
TOTAL COMPREHENSIVE INCOME FOR THE YEAR, net of tax
6,456,836
13,278,689
ROMPETROL WELL SERVICES SA
STATEMENT OF FINANCIAL POSITION
For the year ended as at 31 December 2025
(all amounts expressed in Lei (“RON”), unless otherwise specified)
Explanatory notes from 1 to 25 are part of these financial statements.
4
Notes
31 December
2025
31 December
2024
Assets
Non-current assets
Property, Plant & Equipment
8
20,678,492
22,505,869
Right of use assets
18.1
9,867,450
10,143,052
Investment property 9
376,991
395,594
Intangible assets 10
8,290
20,725
Equity instruments at FVOCI
11
23,510,690
20,079,665
Other financial assets
12
6,124,316
10,851,052
Total non
-
current assets
60,566,229
63,995,957
Current assets
Inventories, net 13
6,264,948
5,479,481
Trade and other receivables
14
18,393,346
13,031,556
Availabilities in cash pooling system
21
43,379,232
47,109,341
Other current assets
15
881,661
1,018,381
Collateral cash for guarantee letters 16.1
380,880
1,203,143
Cash and deposits
16
3,100,608
298,005
Total current assets
72,400,675
68,139,907
Total assets
132,966,904
132,135,864
Capital and
reserves
Capital
Share capital, of which:
28,557,446
28,557,446
Subscribed and paid in share capital
17.1
27,819,090
27,819,090
Share capital adjustments
17.2
738,356
738,356
Legal reserves
5,563,818
5,563,818
Other
reserves
36,432,514
33,837,979
Retained earnings
12,854,944
12,854,944
Retained earnings
O
ther
18,041,378
18,041,378
Current result
3,862,301
10,237,307
Total equity
105,312,401
109
,
092
,
873
Long
-
term liabilities
Employee benefits liabilities
19
1,097,956
1,249,466
Deferred tax liabilities 6
3,127,508
2,599,476
Lease liabilities
18.2
1,919,457
3,603,822
Other liabilities
112,470
73,635
Total long
-
term liabilities
6,257,391
7,526,399
Current liabilities
Trade and other payables 20
17,694,107