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S.N.G.N. ROMGAZ S.A. GROUP

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2022

PREPARED IN ACCORDANCE WITH

THE ORDER OF THE MINISTRY OF PUBLIC FINANCE 2844/2016

CONTENTS:

PAGE:

Statement of consolidated comprehensive income

1

Statement of consolidated financial position

2

Statement of consolidated changes in equity

4

Statement of consolidated cash flow

5

Notes to the consolidated financial statements

7

1. Background and general business

7

2. Significant accounting policies

7

3. Revenue and other income

19

4. Investment income

20

5. Cost of commodities sold, raw materials and consumables

20

6. Other gains and losses

20

7. Depreciation, amortization and impairment expenses

21

8. Employee benefit expense

21

9. Finance costs

21

10. Other expenses

21

11. Income tax

22

12. Property, plant and equipment

24

13. Exploration and appraisal for natural gas resources

26

14. Other intangible assets. Right of use assets

27

15. Inventories

28

16. Accounts receivable

28

17. Share capital. Earnings per share

30

18. Reserves

31

19. Provisions

31

20. Deferred revenue

33

21. Trade and other current liabilities

34

22. Financial instruments

35

23. Related party transactions and balances

37

24. Information regarding the members of the administrative, management and supervisory bodies

38

25. Investment in associates

39

26. Other financial investments

41

27. Segment information

42

28. Cash and cash equivalents

45

29. Interest bearing borrowings

45

30. Acquisition of ExxonMobil Exploration And Production Romania Limited

45

31. Other financial assets

46

32. Commitments undertaken

46

33. Commitments received

47

34. Contingencies

47

35. Joint arrangements

48

36. Auditor’s fees

48

37. Events after the balance sheet date

48

38. Approval of financial statements

48

-

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME

Note

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Revenue

3

13,359,653

5,852,926

Cost of commodities sold

5

(183,578)

(281,589)

Investment income

4

176,979

58,403

Other gains and losses

6

(9,441)

23,388

Net impairment gains/(losses) on trade

receivables

16

(55,166)

349,989

Changes in inventory of finished goods

and work in progress

(2,197)

74,787

Raw materials and consumables used

5

(118,037)

(81,146)

Depreciation, amortization and impairment

expenses

7

(550,076)

(685,772)

Employee benefit expense

8

(846,001)

(766,639)

Finance cost

9

(27,295)

(16,739)

Exploration expense

13

(59,714)

(1,197)

Share of profit of associates

25

2,350

85

Other expenses

10

(7,613,296)

(2,539,086)

Other income

3

80,068

169,841

Profit before tax

4,154,249

2,157,251

Income tax expense

11

(1,607,537)

(242,264)

Profit for the year

2,546,712

1,914,987

Other comprehensive income

Items that will not be reclassified

subsequently to profit or loss

Actuarial gains/(losses) on post-

employment benefits

19 c)

15,839

(37,116)

Income tax relating to items that will not

be reclassified subsequently to profit or loss

11

(2,534)

5,938

Total items that will not be reclassified

subsequently to profit or loss

13,305

(31,178)

Other comprehensive income for

the year net of income tax

13,305

(31,178)

Total comprehensive income for the

year

2,560,017

1,883,809

Basic earnings per share

17 b)

0.0066

0.0050

Diluted earnings per share

17 b)

0.0066

0.0050


These financial statements were endorsed by the Board of Directors on March 23, 2023.

Răzvan Popescu

Gabriela Trânbițaș

Chief Executive Officer

Chief Financial Officer

-

STATEMENT OF CONSOLIDATED FINANCIAL POSITION

Note

December 31, 2022

December 31, 2021

'000 RON

'000 RON

ASSETS

Non-current assets

Property, plant and equipment

12

5,039,314

5,240,697

Other intangible assets

14 a)

5,140,425

16,133

Investments in associates

25

28,537

26,187

Deferred tax asset

11

199,016

269,645

Right of use asset

14 b)

8,766

7,128

Other financial assets

26

5,616

5,616

Total non-current assets

10,421,674

5,565,406

Current assets

Inventories

15

284,007

305,241

Trade and other receivables

16 a)

1,373,664

1,352,345

Contract costs

3

483

Other financial assets

31

99,597

417,923

Other assets

16 b)

265,232

67,962

Current tax receivable

-

3,201

Cash and cash equivalents

28

1,883,882

3,580,412

Total current assets

3,906,385

5,727,567

Total assets

14,328,059

11,292,973

EQUITY AND LIABILITIES

Equity

Share capital

17 a)

385,422

385,422

Reserves

18

3,579,274

2,998,975

Retained earnings

6,111,869

5,596,756

Total equity

10,076,565

8,981,153

Non-current liabilities

Retirement benefit obligation

19

168,830

156,420

Deferred revenue

20

230,419

230,438

Lease liability

7,499

7,211

Borrowings

29

1,125,534

-

Provisions

19

210,838

412,846

Total non-current liabilities

1,743,120

806,915

-

STATEMENT OF CONSOLIDATED FINANCIAL POSITION

Note

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Current liabilities

Trade payables

21

110,006

71,317

Contract liabilities

263,340

204,384

Current tax liabilities

11

1,177,498

52,299

Deferred revenue

20

11

49

Provisions

19

321,489

237,144

Lease liability

2,181

810

Borrowings

29

321,581

-

Other liabilities

21

312,268

938,902

Total current liabilities

2,508,374

1,504,905

Total liabilities

4,251,494

2,311,820

Total equity and liabilities

14,328,059

11,292,973

These financial statements were endorsed by the Board of Directors on March 23, 2023.

Răzvan Popescu

Gabriela Trânbițaș

Chief Executive Officer

Chief Financial Officer

-

STATEMENT OF CONSOLIDATED CHANGES IN EQUITY

Share

capital

Legal

reserve

Other

reserves (note 18)

Retained

earnings **)

Total

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

Balance as of January 1, 2022

385,422

85,250

2,913,725

5,596,756

8,981,153

Profit for the year

-

-

-

2,546,712

2,546,712

Other comprehensive income for the year

-

-

-

13,305

13,305

Total comprehensive income for the year

-

-

-

2,560,017

2,560,017

Allocation to dividends *)

-

-

-

(1,464,605)

(1,464,605)

Increase in legal reserves

-

5,044

-

(5,044)

-

Allocation to other reserves

-

-

540,227

(540,227)

-

Increase in reinvested profit reserves

-

-

35,028

(35,028)

-

Balance as of December 31, 2022

385,422

90,294

3,488,980

6,111,869

10,076,565

Balance as of January 1, 2021

385,422

83,537

2,168,372

5,149,919

7,787,250

Profit for the year

-

-

-

1,914,987

1,914,987

Other comprehensive income for the year

-

-

-

(31,178)

(31,178)

Total comprehensive income for the year

-

-

-

1,883,809

1,883,809

Allocation to dividends *)

-

-

-

(689,906)

(689,906)

Increase in legal reserves

-

1,713

-

(1,713)

-

Allocation to other reserves

-

-

675,203

(675,203)

-

Increase in reinvested profit reserves

-

-

70,150

(70,150)

-

Balance as of December 31, 2021

385,422

85,250

2,913,725

5,596,756

8,981,153

*) In 2022 the Group’s shareholders approved the allocation of dividends of RON 1,464,605 thousand (2021: RON 689,906 thousand), dividend per share being RON 3.80 (2021: RON 1.79).

**) Retained earnings include the geological quota reserve set up in accordance with the provisions of Government Decision no. 168/1998 on the establishment of the expense quota for the development and modernization of oil and natural gas production, refining, transportation and oil distribution. Following the Group’s transition to IFRS, the reserve existing as of December 31, 2012 was transferred to retained earnings. This result is allocated based on the depreciation, respectively write-off of the assets financed using this source, based on decision of General Meeting of Shareholders. As of December 31, 2022 the geological quota reserve is of RON 714,512 thousand (December 31, 2021: RON 806,840 thousand).

These financial statements were endorsed by the Board of Directors on March 23, 2023.

Răzvan Popescu

Gabriela Trânbițaș

Chief Executive Officer

Chief Financial Officer

-

STATEMENT OF CONSOLIDATED CASH FLOW

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Cash flows from operating activities

Net profit

2,546,712

1,914,987

Adjustments for:

Income tax expense (note 11)

1,607,537

242,264

Share of associates’ result (note 25)

(2,350)

(85)

Interest expense (note 9)

5,627

557

Unwinding of decommissioning provision (note 9,

note 19)

21,668

16,182

Interest revenue (note 4)

(176,979)

(58,403)

Net loss on disposal of non-current assets (note 6)

451

(321)

Change in decommissioning provision recognized

in profit or loss, other than unwinding (note 19)

(75,652)

(20,750)

Change in other provisions (note 19)

111,564

68,578

Net impairment of exploration assets (note 7, note 13)

66,447

37,046

Exploration projects written off (note 13)

16

33

Net impairment of property, plant and equipment

and intangibles (note 7)

74,726

184,943

Foreign exchange differences

(453)

-

Depreciation and amortization (note 7)

408,903

463,783

Amortization of contract costs

773

1,626

Change in investments at fair value through profit

and loss (note 6)

-

10

Net receivable write-offs and movement in

allowances for trade receivables and other assets

55,765

(378,352)

Net movement in write-down allowances for inventory (note 6, note 15)

5,438

5,014

Liabilities written off

(512)

(810)

Subsidies income (note 20)

(7)

(9)

4,649,674

2,476,293

Movements in working capital:

(Increase)/Decrease in inventory

21,731

(64,913)

(Increase)/Decrease in trade and other receivables

(276,839)

(400,838)

Increase/(Decrease) in trade and other liabilities

(526,915)

790,347

Cash generated from operations

3,867,651

2,800,889

Interest paid

(5,040)

(3)

Income taxes paid

(410,976)

(233,084)

Net cash generated by operating activities

3,451,635

2,567,802

-

STATEMENT OF CONSOLIDATED CASH FLOW

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Cash flows from investing activities

Investment in other entities

-

(250)

Bank deposits set up and acquisition of state bonds

(3,355,306)

(3,896,521)

Bank deposits and state bonds matured

3,669,504

5,463,332

Interest received

181,067

58,340

Proceeds from sale of non-current assets

1,033

513

Receipts from disposal of other financial investments

-

2

Acquisition of non-current assets

(5,529,611)

(340,695)

Acquisition of exploration assets

(96,500)

(91,865)

Net cash (used in)/generated by investing activities

(5,129,813)

1,192,856

Cash flows from financing activities

Borrowings received

1,606,475

-

Repayment of borrowings

(158,907)

-

Dividends paid

(1,463,984)

(690,027)

Repayment of lease liability

(1,936)

(1,280)

Subsidies received (note 20)

-

94,148

Net cash used in financing activities

(18,352)

(597,159)

Net increase/(decrease) in cash and cash equivalents

(1,696,530)

3,163,499

Cash and cash equivalents at the beginning of the year

3,580,412

416,913

Cash and cash equivalents at the end of the year

1,883,882

3,580,412

These financial statements were endorsed by the Board of Directors on March 23, 2023.

Răzvan Popescu

Gabriela Trânbițaș

Chief Executive Officer

Chief Financial Officer

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. BACKGROUND AND GENERAL BUSINESS

Information regarding S.N.G.N. Romgaz S.A. Group (the “Group”)

The Group is formed of S.N.G.N. Romgaz S.A. (”the Company”/"Romgaz"), as parent company and its fully owned subsidiaries S.N.G.N. ROMGAZ S.A. - Filiala de Înmagazinare Gaze Naturale DEPOGAZ Ploiești S.R.L. (“Depogaz”) and Romgaz Black Sea Limited.

Romgaz is a joint stock company, incorporated in accordance with the Romanian legislation.

The Company’s headquarter is in Mediaş, 4 Constantin I. Motaş Square, 551130, Sibiu County.

The Romanian State, through the Ministry of Energy, is the majority shareholder of S.N.G.N. Romgaz S.A. together with other legal and physical persons (note 17).

The Group has as main activity:

  1. geological research for the discovery of natural gas, crude oil and condensed reserves;

  2. operation, production and usage, including trading, of mineral resources;

  3. natural gas production for:

    · ensuring the storage flow continuity;

    · technological consumption;

    · delivery in the transmission system.

  4. underground storage of natural gas provided by Depogaz;

  5. commissioning, interventions, capital repairs for wells equipping the deposits, as well as the natural gas resources extraction wells, for its own activity and for third parties;

electricity production and distribution.

2. SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

The consolidated financial statements (“financial statements”) of the Group have been prepared in accordance with Ministry of Finance Order 2844/2016, with subsequent amendments, to approve accounting regulations in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (MOF 2844/2016). MOF 2844/2016, with subsequent amendments, is in accordance with the IFRS adopted by the European Union.

For the purposes of the preparation of these financial statements, the functional currency of the Group is deemed to be the Romanian Leu (RON).

Basis of preparation

The financial statements have been prepared on a going concern basis. The principal accounting policies are set out below.

Accounting is kept in Romanian and in the national currency. Items included in these financial statements are denominated in Romanian lei. Unless otherwise stated, the amounts are presented in thousand lei (thousand RON).

Fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS 2 “Inventory” or value in use in IAS 36 “Impairment of assets”.

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance to the Group of the inputs to the fair value measurement, which are described as follows:

  • level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date;

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  • level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

  • level 3 inputs are unobservable inputs for the asset or liability.

Basis for consolidation

Subsidiaries

The Group controls an entity when it has power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when it loses control of that subsidiary.

Upon obtaining control of a newly acquired subsidiary, the Group assesses whether the acquisition constitutes an acquisition of a business or an acquisition of assets.

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the investee. Acquisition-related costs are expensed as incurred.

The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organized workforce with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.

Goodwill is the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed. Goodwill is initially measured at cost. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognized in profit or loss.

If the acquisition is not a business, it is accounted for as an acquisition of assets.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by the Group. All intra-group assets and liabilities, income and expenses relating to transactions between members of the Group are eliminated in full on consolidation.

Associated entities

An associate is a company over which the Group exercises significant influence through participation in decision making on financial and operational policies of the entity invested in. Investments in associates are recorded using the equity method of accounting. By this method, the investment is initially recognized at cost and adjusted thereafter for the post-acquisition change in the Group’s share of the investee’s net assets. The Group’s profit or loss includes its share of the investee’s profit or loss and the Group’s other comprehensive income includes its share of the investee’s other comprehensive income.

Joint arrangements

A joint arrangement is an arrangement of which two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

A joint arrangement is either a joint operation or a joint venture.

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Those parties are called joint operators.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Those parties are called joint ventures.

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Joint operations

The Group recognizes in relation to its interest in a joint operation:

  • its assets, including its share of any assets held jointly;

  • its liabilities, including its share of any liabilities incurred jointly;

  • its revenue from the sale of its share of the output arising from the joint operation;

  • its share of the revenue from the sale of the output by the joint operation; and

  • its expenses, including its share of any expenses incurred jointly.

As joint operator, the Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the IFRSs applicable to the particular assets, liabilities, revenues and expenses.

If the Group participates in, but does not have joint control of, a joint operation it accounts for its interest in the arrangement in accordance with the paragraphs above if it has rights to the assets, and obligations for the liabilities, relating to the joint operation.

If the Group participates in, but does not have joint control of, a joint operation, does not have rights to the assets, and obligations for the liabilities, relating to that joint operation, it accounts for its interest in the joint operation in accordance with the IFRSs applicable to that interest.

Joint ventures

As a partner in a joint venture, in its financial statements, the Group recognizes its interest in a joint venture using the equity method of accounting.

Standards and interpretations valid for the current period

The following standards and amendments or improvements to existing standards issued by the IASB and adopted by the EU have entered into force for the current period:

  • Amendments to IFRS 3 Business Combinations (effective for annual periods beginning on or after January 1, 2022);

  • Amendments to IAS 16 Property, Plant and Equipment (effective for annual periods beginning on or after January 1, 2022);

  • Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets (effective for annual periods beginning on or after January 1, 2022);

  • Annual Improvements 2018-2020 (effective for annual periods beginning on or after January 1, 2022).

The adoption of these amendments, interpretations or improvements to existing standards has not led to changes in the Group's accounting policies.

Standards and interpretations issued by IASB not yet endorsed by the EU

At present, IFRS endorsed by the EU do not significantly differ from IFRS adopted by the IASB except from the following standards, amendments or improvements to the existing standards and interpretations, which were not endorsed for use in EU as at date of publication of financial statements:

  • Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current; Classification of Liabilities as Current or Non-current - Deferral of Effective Date; Non-current Liabilities with Covenants (effective for annual periods beginning on or after January 1, 2024);

  • Amendments to IFRS 16 Leases: Lease liabilities in a sale and leaseback (applicable to annual periods beginning on or after 1 January 2024).

The Group is currently evaluating the effect that the adoption of these standards, amendments or improvements to the existing standards and interpretations will have on the financial statements of the Group in the period of initial application.

Standards and interpretations issued by IASB and adopted by the EU, but not yet effective

At the date of issue of the financial statements, the following standards were adopted by the EU, but not yet effective:

  • Amendments to IAS 12 "Income taxes: Deferred Tax related to Assets and Liabilities arising from a single transaction" (effective for annual periods beginning on or after January 1, 2023);

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  • Amendments to IFRS 17 “Insurance Contracts”: initial application of IFRS 17 and IFRS 9 - comparative information (applicable to annual periods beginning on or after January 1, 2023);

  • Amendments to IAS 1 "Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies" (effective for annual periods beginning on or after January 1, 2023);

  • Amendments to IAS 8 "Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates" (effective for annual periods beginning on or after January 1, 2023);

  • IFRS 17 "Insurance Contracts including Amendments to IFRS 17" (effective for annual periods beginning on or after January 1, 2023). The Group does not issue contracts in scope of IFRS 17, thus the financial statements will not be impacted by this standard

The Group did not adopt these standards and amendments before their effective dates. The Group does not expect these amendments to have a material impact on the financial statements.

Segment information

The information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on the upstream segment, gas storage, electricity production and distribution, and other activities, including headquarter activities. The Directors of the Group have chosen to organize the Group around differences in activities performed.

Specifically, the Group is organized in the following segments:

  • upstream, which includes exploration activities, natural gas production and trade of gas extracted by Romgaz or acquired from domestic production or import, for resale; these activities are performed by the head office, Mediaș and Mureș branches and subsidiary Romgaz Black Sea Limited;

  • storage activities, performed by subsidiary Depogaz;

  • electricity production and distribution activities, performed by Iernut branch;

  • other activities, such as technological transport, operations on wells and corporate activities.

Transactions between the companies within the Group are at current market prices. Unrealized profits are eliminated in the financial statements.

Gas and electricity deliveries between Group’s segments within the same company are accounted for at market prices or at regulated prices, as the case may be. All other transactions between Group’s segments within the same company are at cost.

Revenue recognition

a) Revenue from contracts with customers

The Group recognizes customer contracts when all of the following criteria are met:

  • the parties to the contract have approved the contract and are committed to perform their respective obligations;

  • the Group can identify each party’s rights regarding the goods or services to be transferred;

  • the Group can identify the payment terms;

  • the contract has commercial substance;

  • it is probable that the Group will collect the consideration to which it will be entitled in exchange for the goods delivered or the services provided.

Revenue from contracts with customers is recognized when, or as the Group transfers the goods or services to the customer, respectively, the client obtains control over them.

Depending on the nature of the goods or services, revenues are recognized over time or at a point in time.

Revenue is recognized over time if:

  • the customer receives and consumes simultaneously the benefits provided by obtaining the goods and services as the Group performs the obligation;

  • the Group creates or enhances an asset that the customer controls as the asset is created or enhanced;

  • the Group’s performance does not create an asset with an alternative use to the Group.

All other revenues that do not meet the above criteria are recognized at a point in time.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For revenue to be recognized over time, the Group assesses progress towards meeting the execution obligation, using output methods or input methods, depending on the nature of the good or service transferred to the client. Revenues are recognized only if the Group can reasonably assess the result of the execution obligation or, if it cannot be estimated, only at the level of the costs it is expected to recover from the customer.

Revenue from contracts with customers mainly relates to gas sales, electricity supply and related services, storage services. Revenue from these contracts are recognized at a point in time on the basis of the actual quantities at the prices fixed in the contracts concluded.

Contracts concluded by the Group do not contain significant financing components.

b) Other revenue

Rental revenue for operating lease contracts where the Group operates as lessor is recognized on an accrual basis in accordance with the substance of the relevant agreements.

Interest income is recognized periodically and proportionally as the respective income is generated, on accrual basis.

Dividends are recognized as income when the legal right to receive them is established.

Contract liabilities

Contract liabilities are an obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration, or the Group has a right to an amount of consideration that is unconditional (ie. a receivable), before the Group transfers the good or service to the customer, the Group presents the contract as a contract liability when the payment is made or the payment is due (whichever is earlier).

Exploration expenses

The costs of seismic exploration, geological, geophysical and other similar exploration activities are recognized as exploration expenses in the statement of comprehensive income in the period in which they arise.

Exploration expenses also include the carrying value of exploration assets that have not identified gas resources and have been written-off.

Foreign currencies

The functional currency is the currency of the primary economic environment in which the Group operates and is the currency in which the Group primarily generates and expends cash. The Group operates in Romania and it has the Romanian Leu (RON) as its functional currency.

In preparing the financial statements of the Group, transactions in currencies other than the functional currency (foreign currencies) are recorded at the exchange rates prevailing at the dates of the transactions. At each reporting date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the reporting date.

Exchange differences are recognized in the statement of comprehensive income in the period in which they arise.

Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated.

Employee benefits

Benefits granted upon retirement

In the normal course of business, the Group makes payments to the Romanian State on behalf of its employees at legal rates. All employees of the Group are members of the Romanian State pension plan. These costs are recognized in the statement of comprehensive income together with the related salary costs.

Based on the Collective Labor Agreement, the Group is liable to pay to its employees at retirement a number of gross salaries, according to the years worked in the gas industry/electrical industry, work conditions etc. To this purpose, the Group recorded a provision for benefits upon retirement. This provision is updated annually and computed according to actuary methods based on estimates of the average salary, the average number of salaries payable upon retirement, on the estimate of the period when they shall be paid and it is brought to present value using a discount factor based on interest related to a maximum degree of security investments (government securities). As the benefits are payed, the provision is reduced together with the reversal of the provision against income.

Gains or actuarial losses, are recognized in other comprehensive income. These are changes in the present value of the defined benefit obligation as a result of statistical adjustments and changes in actuarial assumptions. Any other changes in the provision are recognized in the result of the year.

The Group does not operate any other pension scheme or post-retirement benefit plan and, consequently, has no obligation in respect of pensions.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Employee participation to profit

The Group records in its financial statements a provision related to the fund for employee participation to profit in compliance with legislation in force.

Liabilities related to the fund for employee participation to profit are settled in less than a year and are measured at the amounts estimated to be paid at the time of settlement.

Provisions

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

Greenhouse gas provisions

The Group recognizes a provision for the deficit between actual CO2 emissions and certificates held, measured at the best estimate of expenditure required to settle the obligation.

Provisions for decommissioning of wells

Liabilities for decommissioning costs are recognized due to the Group’s obligation to plug and abandon a well, dismantle and remove a facility or an item of plant and to restore the site on which it is located, and when a reliable estimate of that liability can be made. The Group recorded a provision for decommissioning wells.

This provision was computed based on the estimated future expenditure determined in accordance with local conditions and requirements and it was brought to present value using the interest rate on long term treasury bonds. The rate and the estimated costs for decommissioning are updated annually.

The decommissioning provision is based on the economic life of the fields wells are located on, even if this is longer than the period of the related concession agreements, as it is considered the period may be extended.

A corresponding item of property, plant and equipment of an amount equivalent to the provision is also recognized. The item of property, plant and equipment is subsequently depreciated as part of the asset.

The Group applies IFRIC 1 “Changes in Existing Decommissioning, Restoration and Similar Liabilities” related to changes in existing decommissioning, restoration and similar liabilities.

The change in the decommissioning provision for wells is recorded as follows:

a. subject to b., changes in the liability are added to, or deducted from, the cost of the related asset in the current period;

b. the amount deducted from the cost of the asset does not exceed its carrying amount. If a decrease in the liability exceeds the carrying amount of the asset, the excess is recognized immediately in the statement of comprehensive income;

c. if the adjustment results in an addition to the cost of an asset, the Group considers whether this is an indication that the new carrying amount of the asset may not be fully recoverable. If it is such an indication, the Group tests the asset for impairment by estimating its recoverable amount, and accounts for any impairment loss.

Once the related asset has reached the end of its useful life, all subsequent changes of debt are recognized in the income statement in the period when they occur.

The periodical unwinding of the discount is recognized periodically in the comprehensive income as a finance cost, as it occurs.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax

Deferred tax is recognized on the differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method.

Deferred tax liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in associates and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax for the period

Current tax for the period is recognized as an expense in the statement of comprehensive income. Deferred tax for the period is recognized as an expense or income in the statement of comprehensive income, except when they relate to items credited or debited directly to equity, in which case the tax is also recognized directly in equity, or where it arises from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or in determining the excess of the acquirer’s interest in the net fair value of the acquirer’s identifiable assets, liabilities and contingent liabilities over cost.

Property, plant and equipment

(1) Cost

(i) Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment losses. The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into the location and condition necessary for it to be capable of operating in the manner intended by management and the initial estimate of any decommissioning obligation. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset.

(ii) Gas cushion

This is a quantity of natural gas constituted as a reserve at the level of gas storages, physically recoverable, which ensures the optimum conditions necessary to maintain their technical-productive flow characteristics. The gas cushion is recorded as an item of property, plant and equipment in the Storage segment.

(iii) Development expenditure

Expenditure on the construction, installation and completion of infrastructure facilities such as platforms, pipelines and the drilling of development wells, including the commissioning of wells, is capitalized within property, plant and equipment and is depreciated from the commencement of production as described below in the property, plant and equipment accounting policies.

(iv) Maintenance and repairs

The Group does not recognize within the assets’ costs the current expenses and the accidental expenses for that asset. These costs are expensed in the period in which they are incurred.

The cost for current maintenance are mainly labor costs and consumables and also small inventory items. The purpose of these expenses is usually described as “repairs and maintenance” for property, plant and equipment.

The expenses with major activities, inspections and repairs comprise the replacement of the assets or other asset’s parts, the inspection cost and major overhauls. These expenses are capitalized if an asset or part of an asset, which was separately depreciated, is replaced and is probable that they will bring future economic benefits for the Group. If part of a replaced asset was not considered as a separate component and, as a result, was not separately depreciated, the replacement value will be used to estimate the net book value of the asset which is replaced and is

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

immediately written-off. The inspection costs associated with major overhauls are capitalized and depreciated over the period until next inspection.

The cost for major overhauls for wells are also capitalized and depreciated using the unit of production depreciation method.

All other costs with the current repairs and usual maintenance are recognized directly in expenses.

(2) Depreciation

The depreciable amount of a tangible asset is the cost less the residual value of the asset. The residual value is the estimated value that the Group would currently obtain from the disposal of an asset, after deducting the estimated costs associated with the disposal if the asset would already have the age and condition expected at the end of its useful life.

For directly productive tangible assets (natural gas resources extraction wells), the Group applies the depreciation method based on the unit of production in order to reflect in the statement of comprehensive income, an expense proportionate with the production obtained from the total natural gas reserve certified at the beginning of the period. According to this method, the value of each production well is depreciated according to the ratio of the natural gas quantity extracted during the period compared to the proved developed reserves at the beginning of the period.

Assets representing gas cushion are not depreciated, as the residual value exceeds their cost.

For indirectly productive tangible assets and storage assets, depreciation is computed using the straight–line method over the estimated useful life of assets, as follows:

Asset

Years

Specific buildings and constructions

10 - 50

Technical installations and machines

3 - 20

Other plant, tools and furniture

3 – 30

Land is not depreciated as it is considered to have an indefinite useful life.

Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet determined, are carried at historical cost, less any recognized impairment loss. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

Items of tangible fixed assets that are disposed of are eliminated from the statement of financial position along with the corresponding accumulated depreciation and impairment. Any gain or loss resulting from such retirement or disposal is included in the result of the period.

For items of tangible fixed assets that are retired from use, but not yet written off by the reporting date, an impairment adjustment is recorded for the carrying value at the time of retirement.

(3) Impairment

Non-current assets must be recognized at the lower of the carrying amount and recoverable amount. If and only if the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset should be reduced to be equal to its recoverable amount. Such a reduction represents an impairment loss that is recognized in the result of the period.

Thus at the end of each reporting period, the Group assesses whether there is any indication of impairment of assets. If such indication is identified, the Group tests the assets to determine whether they are impaired.

The Group’s assets are allocated to cash-generating units. The cash-generating unit is the smallest identifiable asset group that generates independent cash inflows to a large extent from cash inflows generated by other assets or asset groups. The Group considers each commercial field as a separate cash-generating unit.

All gas storages held by the Group are considered as part of a single cash-generating unit, as the tariffs are set by analyzing the storage activity as a whole, not every single storage.

In 2022, no indications of impairment were observed for the Group`s assets.

Recoverable amount is the largest of the fair value of an asset or a cash-generating unit less costs associated with disposal and its value in use. Considering the nature of the Group's assets, it was not possible to determine the fair value of the cash-generating units, being determined only the value in use of the assets.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Exploration and appraisal assets

(1) Cost

Natural gas exploration (other than seismic, geological, geophysical and other similar activities), appraisal and development expenditure is accounted for using the principles of the successful efforts method of accounting.

Costs directly associated with an exploration well are initially capitalized as an asset until the drilling of the well is complete and the results have been evaluated. These costs include employee remuneration, materials and fuel used, drilling costs and payments made to contractors. If potentially commercial quantities of hydrocarbons are not found, the exploration well is eliminated from the statement of financial position, by recording an impairment, until National

Agency for Mineral Resources (Agenția Națională pentru Resurse Minerale – ANRM) approvals are obtained in order to be written off. If hydrocarbons are found and, subject to further appraisal activity, are likely to be capable of commercial development, the costs continue to be carried as an asset. Costs directly associated with appraisal activity, undertaken to determine the size, characteristics and commercial potential of a reservoir following the initial discovery of hydrocarbons, including the costs of appraisal wells where hydrocarbons were not found, are initially capitalized as an asset. All such carried costs are subject to technical, commercial and management review at least once a year to confirm the continued intent to develop or otherwise extract value from the discovery. When this is no longer the case, an impairment is recorded for the assets, until the completion of the legal steps necessary for them to be written off. When proved reserves of natural gas are determined and development is approved by management, the relevant expenditure is transferred to property, plant and equipment other than exploration assets.

(2) Impairment

At each reporting date, the Group's management reviews its exploration assets and establishes the necessity for recording in the financial statements an impairment loss in these situations:

  • the period for which the Group has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

  • substantive expenditure on further exploration for and evaluation of gas resources in the specific area is neither budgeted nor planned;

  • exploration for and evaluation of gas resources in the specific area have not led to the discovery of commercially viable quantities of gas resources and the Group has decided to discontinue such activities in the specific area;

  • sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

Elements similar to the above are also considered when determining impairment losses for producing assets.

Other intangible assets

(1) Cost

Licenses for software, patents and other intangible assets are recognized at acquisition cost.

Intangible assets are not revalued.

(2) Amortization

Patents and other intangible assets are amortized using the straight-line method over their useful life, but not exceeding 20 years. Licenses related to the right of use of computer software are amortized over a period of 3 years.

Inventories

Inventories are recorded initially at cost of production, or acquisition cost, depending on the case. The cost of finished goods and production in progress includes materials, labour, expense incurred for bringing the finished goods at the location and in the existent form and the related indirect production costs. Write down adjustments are booked against slow moving, damaged and obsolete inventory, when necessary.

At each reporting date, inventories are measured at the lower of cost and net realizable value. The net realizable value is estimated based on the selling price less any completion and selling expenses. The cost of inventories is assigned by using the weighted average cost formula.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Financial assets and liabilities

The Group’s financial assets include cash and cash equivalents, trade receivables, other receivables, bank deposits and bonds with a maturity from acquisition date of over three months and other investments in equity instruments.

Financial liabilities include interest-bearing bank borrowings and overdrafts and trade and other payables.

For each item, the accounting policies on recognition and measurement are disclosed in this note.

Cash and cash equivalents include petty cash, cash in current bank accounts and short-term deposits with a maturity of less than three months from the date of acquisition.

The Group recognizes a financial asset or financial liability in the statement of financial position when and only when it becomes a party to the contractual provisions of the instrument. Upon initial recognition, financial assets are classified at amortized cost or measured at fair value through profit or loss. The classification depends on the Group's business model for managing the financial assets and their contractual cash flows.

The Group does not have financial assets measured at fair value through other comprehensive income.

On initial recognition, financial assets and financial liabilities are measured at fair value plus or minus, in the case of assets measured at amortized cost, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability.

Receivables resulting from contracts with customers represent the unconditional right of the Group to a consideration. The right to a consideration is unconditional if only the passage of time is required before payment of the consideration is due. These are measured at initial recognition at the transaction price.

The amortized cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured at initial recognition minus principal repayments plus or minus cumulative depreciation using the effective interest method for each difference between the initial amount and the amount at maturity and, for financial assets, adjusted for any impairment.

Any difference between the entry amount and the reimbursement amount is recognized in the income statement for the period of the borrowings using the effective interest method.

Financial instruments are classified as liabilities or equity in accordance with the nature of the contractual arrangement. Interest, dividends, gains and losses on a financial instrument classified as a liability are reported as expense or income. Distributions to holders of financial instruments classified as equity are recorded directly in equity.

Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realize the asset and discharge the obligation simultaneously.

Impairment of financial assets

Financial assets, other than those at fair value through profit and loss, are assessed for indicators of impairment at each reporting period.

Except for trade receivables, the Group measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk associated with the financial instrument, has increased significantly since initial recognition. If, at the reporting date, the credit risk for a financial instrument has not increased significantly since the initial recognition, the Group measures the loss allowance for that financial instrument at a value equal to 12-month expected credit losses.

The loss allowance on trade receivables resulting from transactions that are subject to IFRS 15 is measured at an amount equal to lifetime expected credit losses. The Group considers the risk or probability of a default occurring, reflecting the possibility of a default to occur or not to occur, even if the possibility of a credit loss is very low.

The Group measures the expected credit losses of a financial instrument in a manner that reflects reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.

The carrying amount of the financial asset, other than those at fair value through profit or loss, is reduced through the use of an allowance account.

De-recognition of financial assets and liabilities

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Reserves

Reserves include (note 18):

  • legal reserves, which are used annually to transfer to reserves up to 5% of the statutory profit, but not more than 20% of the statutory share capital of the companies within the Group;

  • other reserves, which represent allocations from profit in accordance with Government Ordinance no. 64/2001, paragraph (g) for the Company’s development fund;

  • reserves from reinvested profit, set up based on the Fiscal Code. The amount of profit that benefited from tax exemption under the fiscal legislation less the legal reserve, is distributed at the end of the year by setting up the reserve;

  • development quota reserve, non-distributable, set up until 2004. Development quota reserve set up after 2004 is distributable and presented in retained earnings. Development quota set up after 2004 is allocated together with the profit allocation, as approved by the General Meeting of Shareholders, based on depreciation, respectively write-off of the assets financed using the development quota;

  • other non-distributable reserves, set up from retained earnings representing translation differences recorded at transition to IFRS. These reserves are set up in accordance with MOF 2844/2016.

Subsidies

Subsidies are non-reimbursable financial resources granted to the Group with the condition of meeting certain criteria. In the category of subsidies are included grants related to assets and grants related to income.

Grants related to assets are government grants for whose primary condition is that the Group should purchase, construct, or otherwise acquire long-term assets.

Grants related to income are government grants other than those related to assets.

Subsidies are not recognized until there is reasonable assurance that:

(a) the Group will comply with the conditions attaching to it; and

(b) subsidies will be received.

Grants related to assets are presented in the statement of financial position as “Deferred revenue”, which is then recognized in profit or loss on a systematic basis over the useful life of the asset.

Grants related to income are recognized in the statement of profit or loss under "Other income", as the related expenses are recorded. Until the time the expense occurs, the grant received is recognized as “Deferred revenue”.

Use of estimates

The preparation of the financial information requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the end of reporting date, and the reported amounts of revenue and expenses during the reporting period. Actual results could vary from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical estimates that the management has made in the process of applying the Group’s accounting policies, and that have the most significant effect on the amounts recognized in the financial statements.

Estimates related to impairment losses on trade receivables

At each period end, the Group evaluates the risks attached to current and overdue receivables and the probability of such risks to materialize. The Group’s receivables are generally due in maximum 30 days from the date of issue. However, the Group may be forced by court decisions to sell gas to insolvent clients deemed “captive” according to insolvency legislation. Invoices issued to these clients for gas delivered are due in 90 days from the date of issue. Based on the information available at period end related to such clients and previous experience, the Group estimates the lifetime expected credit loss of receivables, both current and overdue, and records appropriate impairment losses (note 16).

Estimates related to the exploration expenditure on undeveloped fields

If field works prove that the geological structures are not exploitable from an economic point of view or that they do not have hydrocarbon resources available, an impairment is recorded. The impairment assessment is performed based on geological experts’ technical expertise (note 7).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Estimates related to the developed proved reserves

The Group applies the depreciation method based on the unit of production in order to reflect in the income statement an expense proportionate with the production obtained from the total natural gas reserve at the beginning of the period. According to this method, the value of each production well is depreciated according to the ratio of the natural gas quantity extracted during the period compared to the gas reserve at the beginning of the period. The gas reserves are updated annually according to internal assessments that are based on certifications of ANRM (note 7).

Estimates related to the decommissioning provision

Liabilities for decommissioning costs are recognized for the Group’s obligation to plug and abandon a well, dismantle and remove a facility or an item of plant and to restore the site on which it is located, and when a reliable estimate of that liability can be made.

This provision is computed based on the estimated future expenditure determined in accordance with local conditions and requirements and it is brought to present value using the interest rate on long term treasury bonds. The rate and estimated decommissioning costs are updated annually (note 19).

Estimates related to the retirement benefit obligation

Under the Collective Labor Agreement, the Group is obliged to pay to its employees when they retire a multiplicator of the gross salary, depending on the seniority within the gas industry/electricity industry, working conditions etc. This provision is updated annually and calculated based on actuarial methods to estimate the average wage, the average number of employees to pay at retirement, the estimate of the period when they will be paid and brought to present value using a discount factor based on interest on investments with the highest degree of safety (government bonds) (note 19).

The Group does not operate any other pension plan or retirement benefits, and therefore has no other obligations relating to pensions.

Contingencies

By their nature, contingencies end only when one or more uncertain future events occur or not. In order to determine the existence and the potential value of a contingent element, is required to exercise the professional judgment and the use of estimates regarding the outcome of future events (note 34).

Fair value of financial instruments

Management believes that the estimated fair values of financial instruments approximate their carrying amounts.

Comparative information

For each item of the statement of financial position, the statement of comprehensive income and, where is the case, for the statement of changes in equity and for the statement of cash flows, for comparative information purposes is presented the value of the corresponding item for the previous period ended, unless the changes are insignificant. In addition, the Group presents an additional statement of financial position at the beginning of the earliest period presented when there is a retrospective application of an accounting policy, a retrospective restatement, or a reclassification of items in the financial statements, which has a material impact on the Group.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3. REVENUE AND OTHER INCOME

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Revenue from gas sold - own production *)

11,234,160

4,685,389

Revenue from gas sold – other arrangements

58,153

27,456

Revenue from gas acquired for resale **)

14,654

330,309

Revenue from storage services-capacity

reservation ***)

306,245

191,184

Revenue from storage services-extraction

44,910

35,006

Revenue from storage services-injection ***)

118,172

33,809

Revenue from electricity ****)

1,330,607

321,596

Revenue from services

173,137

166,270

Revenue from sale of goods

70,472

53,959

Other revenues from contracts

496

413

Total revenue from contracts with customers

13,351,006

5,845,391

Other revenues

8,647

7,535

Total revenue

13,359,653

5,852,926

Other operating income *****)

80,068

169,841

Total revenue and other income

13,439,721

6,022,767


*) The increase in revenue from sale of Group’s gas production is due to the increase of gas prices caused by the war in Ukraine. Quantities sold in 2022 were close to the ones sold in 2021.

**) No import gas was acquired for resale in 2022. The 2022 revenue relates to gas imbalances.

***) The increase in revenue from gas storage services is generated by the crisis caused by the war in Ukraine, which forced the market and authorities to find solutions to prevent shortages during the winter season.

****) The increase in electricity sales is the result of higher selling prices, also caused by the war in Ukraine, and higher electricity production.

*****) In 2021, other operating income include, besides penalties charged to clients for late payment or non-fulfillment of the obligation of taking the natural gas, the amount of RON 114,628 thousand representing the performance guarantee set up for the construction of the 430 MW Iernut power plant, with combined cycle with gas turbines, following the termination of the work contract signed for this purpose.

Revenue from contracts with customers is recognized as or when the Group satisfies a performance obligation by transferring a promised good or service to a customer. A good or service is transferred when the customer obtains control of that good or service. The transfer of control of goods sold by the Group usually coincides with title passing to the customer and the customer taking physical possession.

Revenues from gas and electricity are recognized when the delivery has been made at the prices fixed in the contracts with customers.

Revenues from storage services are recognized when they are provided at the rates in force during the storage cycle. Usually, injection services are provided in the period April – October, and those for extraction in November – March. The capacity reservation services are being provided each month of the storage cycle, which begins on April 1 and ends on March 31 of the next year.

In measuring the revenue from gas, electricity and storage services, the Group uses output methods. According to these methods, revenues are recognized based on direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract. The Group recognizes the revenue in the amount it has the right to charge.

The Group does not disclose information about the remaining performance obligations, applying the practical expedient in IFRS 15, as contracts with customers are generally signed for periods of less than one year and the revenues are recognized at the amount which the Group has the right to charge.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4. INVESTMENT INCOME

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Interest income

176,979

58,403

Total

176,979

58,403

Interest income is derived from the Group’s investments in bank deposits and government bonds. Interest rates saw a significant increase in 2022, leading to higher income.

5. COST OF COMMODITIES SOLD, RAW MATERIALS AND CONSUMABLES

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Consumables used

56,977

42,673

Technological consumption

56,750

33,259

Cost of gas acquired for resale, sold (note 3)

14,654

246,819

Cost of electricity imbalance *)

167,405

33,867

Cost of other goods sold

1,519

903

Other consumables

4,310

5,214

Total

301,615

362,735

*) Cost of electricity imbalances increased in 2022 compared with 2021 due to unplanned shut-downs of the plant. In order to meet contractual delivery obligations, the Group had to acquire electricity from the market.

6. OTHER GAINS AND LOSSES

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Forex gain

42,255

45

Forex loss

(45,208)

(317)

Net gain/(loss) on disposal of non-current assets

(451)

321

Net allowances for other receivables (note 16 c)

(599)

28,369

Net write down allowances for inventory (note 15)

(5,438)

(5,014)

Net gain/(loss) on financial assets at fair value

through profit or loss

-

(10)

Losses from other debtors

-

(6)

Total

(9,441)

23,388

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7. DEPRECIATION, AMORTIZATION AND IMPAIRMENT EXPENSES

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Depreciation and amortization

out of which:

408,903

463,783

- depreciation of property, plant and equipment

402,500

458,747

- amortization of intangible assets

4,930

4,114

- amortization of right of use assets (note 14 b)

1,473

922

Net impairment of non-current assets

141,173

221,989

Total depreciation, amortization and impairment

550,076

685,772

8. EMPLOYEE BENEFIT EXPENSE

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Wages and salaries

876,340

800,360

Social security charges

30,115

27,830

Meal tickets

27,175

24,955

Other benefits according to collective labor contract

29,407

23,434

Private pension payments

11,177

11,415

Private health insurance

6,832

6,924

Total employee benefit costs

981,046

894,918

Less, capitalized employee benefit costs

(135,045)

(128,279)

Total employee benefit expense

846,001

766,639

9. FINANCE COSTS

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Interest expense *)

5,627

557

Unwinding of the decommissioning provision (note 19)

21,668

16,182

Total

27,295

16,739

*) The increase in interest expense is due to the loan taken to finance the acquisition of the shares of ExxonMobil Exploration and Production Romania Limited (note 29).

10. OTHER EXPENSES

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Energy and water expenses *)

106,122

51,537

Expenses for capacity booking and gas

transmission services

158,591

145,177

Expenses with other taxes and duties **)

6,954,380

2,013,806

(Net gain)/Net loss from provisions movement (note 19)

35,912

47,828

Other operating expenses ***)

358,291

280,738

Total

7,613,296

2,539,086



-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

*) The increase in energy and water expenses is caused by the increase in electricity costs in the storage activity due to higher electricity prices.

**) In the year ended December 31, 2022, the major taxes and duties included in the amount of RON 6,954,380 thousand (year ended December 31, 2021: RON 2,013,806 thousand) are:

  • RON 4,903,849 thousand representing windfall tax resulting from the deregulation of prices in the natural gas sector according to Government Ordinance no. 7/2013 with the subsequent amendments for the implementation of the windfall tax following the deregulation of prices in the natural gas sector (year ended December 31, 2021: RON 1,257,998 thousand);

  • in 2022, electricity producers were charged with an 80% windfall tax on prices in excess of RON 450/MWh (April, 2022 – August, 2022) followed by a 100% contribution to the Energy Transition Fund on prices in excess of RON 450/MWh (September, 2022 to date); some deductions were allowed in determining the two taxes. These taxes amount to RON 403,801 thousand. The Group expects the 2023 contribution to be minimal, due to a regulated price of RON 450/MWh at which electricity produced by the Group must be sold;

  • RON 1,640,082 thousand representing royalty on gas production and storage activity (year ended December 31, 2021: RON 749,411 thousand).

***) The increase in other operating expenses compared to 2021 is mainly due to the increase in expenditure on greenhouse gas emission certificates (RON 169,638 thousand in 2022, compared to RON 121,583 thousand in 2021). The expense of RON 169,638 thousand in 2022 was partially offset by releasing to income the provision set up for these certificates on December 31, 2021 of RON 154,904 thousand (note 19) (2021: the expense of RON 121,583 thousand was offset by releasing to income the provision set up on December 31, 2020 of RON 81,217 thousand).

11. INCOME TAX

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Current tax expense (note 11 a)

536,586

230,643

Deferred income tax (income)/expense (note 11 a)

68,161

11,621

Solidarity contribution (note 11 b)

1,002,790

Income tax expense

1,607,537

242,264

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Current income tax liability

174,708

52,299

Solidarity contribution (note 11 b)

1,002,790

-

Current tax liability

1,177,498

52,299

(a)   Current and deferred income tax

The tax rate used for the reconciliations below for the year ended December 31, 2022, respectively year ended December 31, 2021 is 16% payable by corporate entities in Romania on taxable profits.

The total charge for the period can be reconciled to the accounting profit as follows:

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Accounting profit before tax (after solidarity contribution)

3,151,459

2,157,251

(Profit)/loss of activities not subject to income tax

8,157

3,806

Accounting profit subject to income tax

3,159,616

2,161,057

Income tax expense calculated at 16%

505,538

345,769

Effect of income exempt of taxation

(74,508)

(81,238)

Effect of expenses that are not deductible in determining taxable profit

202,939

20,649


-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Effect of current income tax reduction, due to tax facilities

(66,319)

(20,232)

Effect of tax incentive for reinvested profit

(5,631)

(11,394)

Effect of legal reserves

(807)

(306)

Effect of the benefit from tax credits, used to reduce current tax expense

23,304

30,452

Effect of deferred tax relating to the origination and reversal of temporary differences

49,716

(23,375)

Effect of the benefit from tax credits, used to reduce deferred tax expense

(29,485)

(18,061)

Income tax expense

604,747

242,264

Components of deferred tax (asset)/liability:

December 31, 2022

December 31, 2021

Cumulative temporary differences

Deferred tax (asset)/ liability

Cumulative temporary differences

Deferred

tax (asset)/ liability

'000 RON

'000 RON

'000 RON

'000 RON

Provisions

(473,030)

(75,685)

(651,505)

(104,241)

Property, plant and equipment

(109,338)

(17,494)

(16,382)

(2,621)

Exploration assets *)

(527,951)

(84,472)

(610,253)

(97,641)

Financial investments

(977)

(156)

(977)

(156)

Inventory

(34,956)

(5,593)

(33,205)

(5,313)

Trade receivables and other receivables

(97,576)

(15,612)

(372,912)

(59,666)

Right of use asset

328

52

388

62

Deferred revenue

28

4

1

-

Lease liability

(374)

(60)

(434)

(69)

Total

(1,243,846)

(199,016)

(1,685,279)

(269,645)

Change, out of which:

(70,629)

(5,683)

  • in current year’s result

(68,161)

(11,621)

  • in other comprehensive income

(2,534)

5,938

  • acquisition of ExxonMobil Exploration and Production Romania Limited (note 30)

66

-

*) According to the Fiscal Code applicable in Romania, expenses related to location, exploration, development or any preparatory activity for the exploitation of natural resources, which, according to the applicable accounting regulations, are recorded directly in the result, are recovered in equal rates for a period of 5 years, starting with the month in which the expenses are incurred. Also, for fixed assets specific to the exploration and production of gas resources, the carrying tax value of fixed assets written-off is deducted using the tax depreciation method used before their write-off for the remaining period. All of these costs are treated as assets only from a tax point of view and generate a deferred tax asset.

(b)   Solidarity contribution

In 2022, a solidarity contribution was introduced in Romania as a result of Council Regulation (EU) 2022/1854 on an emergency intervention to address high energy prices. The temporary solidarity contribution is calculated at a rate of 60% of taxable profits, as determined under national tax rules, in the fiscal years 2022 and 2023 which are above a 20% increase of the average of the taxable profits, as determined under national tax rules, in the four fiscal years starting on or after 1 January 2018. The contribution for 2022 is of RON 1,002,790  thousand. The tax is due for payment in June, 2023.

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

12. PROPERTY, PLANT AND EQUIPMENT

Land and

land improvements

Buildings

Gas

properties

Plant, machinery and equipment

Fixtures, fittings and office equipment

Storage assets

Tangible exploration assets

Capital work in progress

Total

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

Cost

As of January 1, 2022

118,012

939,504

7,146,399

1,148,535

124,027

1,745,093

335,940

1,973,717

13,531,227

Additions

227

2,381

1,175

-

66

99

96,504

423,703

524,155

Transfers

1,147

8,328

252,661

50,447

4,214

4,599

(24,311)

(297,085)

-

Disposals

(190)

(846)

(218,407)

(19,989)

(5,172)

(13,684)

(71,639)

(4,864)

(334,791)

As of December 31, 2022

119,196

949,367

7,181,828

1,178,993

123,135

1,736,107

336,494

2,095,471

13,720,591

Accumulated depreciation

As of January 1, 2022

-

388,597

4,652,369

773,022

92,043

749,708

-

-

6,655,739

Charge *)

-

27,574

262,236

69,841

8,004

60,887

-

-

428,542

Disposals

-

(248)

(24,513)

(19,690)

(5,078)

-

-

-

(49,529)

As of December 31, 2022

-

415,923

4,890,092

823,173

94,969

810,595

-

-

7,034,752

Impairment

As of January 1, 2022

8,255

59,530

649,714

82,908

1,211

367,328

161,085

304,760

1,634,791

Charge

-

2,910

50,668

3,040

91

566

66,466

79,558

203,299

Transfers

-

4

43,787

956

-

-

-

(44,747)

-

Release

-

(617)

(92,492)

(358)

(100)

(4)

(66,042)

(31,952)

(191,565)

As of December 31, 2022

8,255

61,827

651,677

86,546

1,202

367,890

161,509

307,619

1,646,525

Carrying value

As of January 1, 2022

109,757

491,377

1,844,316

292,605

30,773

628,057

174,855

1,668,957

5,240,697

As of December 31, 2022

110,941

471,617

1,640,059

269,274

26,964

557,622

174,855

1,787,852

5,039,314


*) The amounts include depreciation of tangible assets used in the production of other fixed assets, capitalized in their cost, amounting to RON 26,047 thousand.

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Land and

land improvements

Buildings

Gas properties

Plant, machinery and equipment

Fixtures, fittings and office equipment

Storage assets

Tangible exploration assets

Capital work in progress

Total

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

Cost

As of January 1, 2021

117,671

916,115

7,103,831

1,090,625

114,700

1,722,484

333,606

1,914,999

13,314,031

Additions

78

237

9,205

799

-

1,596

91,862

359,094

462,871

Transfers

263

23,295

149,970

61,421

9,327

34,144

-

(278,420)

-

Disposals

-

(143)

(116,607)

(4,310)

-

(13,131)

(89,528)

(21,956)

(245,675)

As of December 31, 2021

118,012

939,504

7,146,399

1,148,535

124,027

1,745,093

335,940

1,973,717

13,531,227

Accumulated depreciation

As of January 1, 2021

-

358,880

4,325,133

703,906

84,136

705,426

-

-

6,177,481

Charge *)

-

29,753

327,414

73,394

7,908

44,282

-

-

482,751

Disposals

-

(36)

(178)

(4,278)

(1)

-

-

-

(4,493)

As of December 31, 2021

-

388,597

4,652,369

773,022

92,043

749,708

-

-

6,655,739

Impairment

As of January 1, 2021

8,255

41,588

553,625

83,098

1,205

366,335

213,398

255,924

1,523,428

Charge

-

1,857

101,784

422

17

993

38,035

125,111

268,219

Transfers

-

16,500

21,675

-

-

-

-

(38,175)

-

Release

-

(415)

(27,370)

(612)

(11)

-

(90,348)

(38,100)

(156,856)

As of December 31, 2021

8,255

59,530

649,714

82,908

1,211

367,328

161,085

304,760

1,634,791

Carrying value

As of January 1, 2021

109,416

515,647

2,225,073

303,621

29,359

650,723

120,208

1,659,075

5,613,122

As of December 31, 2021

109,757

491,377

1,844,316

292,605

30,773

628,057

174,855

1,668,957

5,240,697


*) The amounts include depreciation of tangible assets used in the production of other fixed assets, capitalized in their cost, amounting to RON 24,001 thousand.

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Impairment of property, plant and equipment

Note 2 contains information on the conditions under which impairment losses for individual assets are recognized.

Impairment of assets in the Upstream segment

The Group did not perform an impairment test as of December 31, 2022. Based on internal analyses, no impairment indicators were identified. In addition to this, the Group considers the market to be too volatile in terms of prices and regulations so that any impairment test performed under such conditions would not generate reliable results.

13. EXPLORATION AND APPRAISAL FOR NATURAL GAS RESOURCES

The following financial information represents the amounts included within the Group’s totals relating to activity associated with the exploration for and appraisal of natural gas resources. All such activities are recorded within the Upstream segment.

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Exploration assets written off

16

33

Seismic, geological, geophysical studies

59,698

1,164

Total exploration expense

59,714

1,197

Net movement in exploration assets’ impairment

(net income)/net loss

66,447

37,046

Net cash used in exploration investing activities

(96,500)

(91,865)

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Exploration assets (note 12)

174,985

174,855

Liabilities

(13,218)

(7,904)

Net assets

161,767

166,951

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

14. OTHER INTANGIBLE ASSETS. RIGHT OF USE ASSETS

a) Other intangible assets

2022

2021

'000 RON

'000 RON

Cost

As of January 1

169,595

186,899

Additions *)

5,129,199

5,592

Disposals

(53,693)

(22,896)

As of December 31

5,245,101

169,595

Accumulated amortization

As of January 1

153,462

172,125

Charge

4,930

4,114

Disposals

(53,716)

(22,777)

As of December 31

104,676

153,462

Carrying value

As of January 1

16,133

14,774

As of December 31

5,140,425

16,133


*) Additions of RON 5,129,199 thousand include RON 5,105,563 thousand representing mineral rights from the ExxonMobil Exploration and Production Romania Limited acquisition (note 30).

b) Right of use assets

2022

2021

'000 RON

'000 RON

Cost

As of January 1

9,649

9,514

Effects of rent index updates

406

135

New contracts

2,705

-

Terminated Contracts

(89)

-

As of December 31

12,671

9,649

Accumulated amortization

As of January 1

2,521

1,599

Charge

1,473

922

Terminated contracts

(89)

-

As of December 31

3,905

2,521

Carrying value

As of January 1

7,128

7,915

As of December 31

8,766

7,128


-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

15. INVENTORIES

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Spare parts and materials

216,314

171,542

Finished goods (gas)

129,190

189,594

Other inventories

706

870

Write-down allowance for spare parts and materials

(62,187)

(56,674)

Write-down allowance for other inventories

(16)

(91)

Total

284,007

305,241

16. ACCOUNTS RECEIVABLE

a) Trade and other receivables

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Trade receivables

1,492,403

1,757,243

Allowances for expected credit losses (note 16 c)

(724,386)

(924,030)

Accrued receivables

605,647

526,971

Allowances for expected credit losses on accrued receivables (note 16 c)

-

(7,839)

Total

1,373,664

1,352,345

Trade receivables from gas deliveries are generally due within 30 days of invoice issue. These must be guaranteed by customers through bank letters of guarantee. If customers do not provide such a guarantee, they must ensure that natural gas is paid in advance.

The Group is forced by court orders to sell gas to insolvent clients considered “captive” by the insolvency law. These clients provide no guarantees, do not pay for deliveries in advance and have a payment term of 90 days from invoice issue date.

Trade receivables from the sale of electricity are generally due within 7 days of the date of invoice transmission. These must be guaranteed by customers through bank letters of guarantee. If customers do not provide such a guarantee, they must ensure that electricity is paid in advance.

Trade receivables from storage services are due within 15 days of invoice issue. Customers must provide a 5% guarantee for the services value.

b) Other assets

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Advances paid to suppliers

1,053

109

Joint operation receivables

10,550

8,201

Other receivables *)

37,377

47,941

Allowance for expected credit losses other receivables (note 16 c) *)

(172)

(186)

Other debtors **)

58,543

49,932

Allowance for expected credit losses for other debtors (note 16 c)

(50,055)

(49,442)

Prepayments

10,297

5,606

VAT not yet due

5,764

5,795

Other taxes receivable **)

191,875

6

Total

265,232

67,962


-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

*) During the period December 2016 - April 2017 ANAF resumed the tax inspection on VAT for the period December 2010 – June 2011 and on income tax for the period January 2010 – December 2011, regarding the discounts granted by Romgaz to interruptible clients for deliveries during 2010 - 2011. This status was attributed to companies by Transgaz, the Romanian natural gas transmission operator. Following the tax inspection, additional tax obligations of RON 15,284 thousand were determined, and also penalties and late payment charges in amount of RON 3,129 thousand. The tax decision and the tax inspection report were appealed to ANAF. Romgaz paid the additional tax obligation and the late payment charges and based on the appeal, the Company recorded a receivable for which it recorded an allowance. In 2021, the court ruled in favor of the Company, so that the related allowance was released to income. The Company recovered this amount in 2023.

**) Other taxes receivable relate to gas and electricity windfall taxes (RON 142,234 thousand for gas, respectively, RON 40,049 thousand for electricity). The Group expects to recover these in 2023.

c) Changes in the allowance for expected credit losses for trade and other receivables and other assets

2022

2021

'000 RON

'000 RON

At January 1

981,497

1,359,855

Charge in the allowance for other receivables (note 6)

1,831

1,402

Charge in the allowance for trade receivables

124,247

32,529

Write-off against trade receivables *)

(262,649)

-

Release in the allowance for other receivables (note 6)

(1,232)

(29,771)

Release in the allowance for trade receivables

(69,081)

(382,518)

At December 31

774,613

981,497

*) In 2022, the Group wrote-off receivables of RON 262,649 thousand representing receivables not allowed by courts in insolvency proceedings of the respective clients. The write-off had no impact on the 2022 results, as those receivables were already impaired.

As of December 31, 2022, the Group recorded allowances for expected credit losses, of which Interagro RON 68,141 thousand (December 31, 2021: RON 264,529 thousand), GHCL Upsom of RON 0 thousand (December 31, 2021: RON 68,103 thousand), CET Iasi of RON 46,271 thousand (December 31, 2021: RON 46,271 thousand), Electrocentrale Galati with RON 168,620 thousand (December 31, 2021: RON 192,342 thousand), Liberty Galați with RON 85,261 thousand (December 31, 2021: RON 0 thousand), Electrocentrale Bucuresti with RON 243,547 thousand (December 31, 2021: RON 252,225 thousand), G-ON EUROGAZ of RON 14,848 thousand (December 31, 2021: RON 14,848 thousand) and Electrocentrale Constanta of RON 38,027 thousand (December 31, 2021: RON 60,766 thousand) due to existing financial conditions of these clients as well as ongoing litigating cases related to these receivables or exceeding payment terms.

d) Credit risk exposure for trade receivables

December 31, 2022

Gross carrying amount

Expected credit loss rate

Lifetime expected credit losses

'000 RON

%

‘000 RON

Current receivables, including accrued receivables

1,362,641

0.00

13

less than 30 days overdue

16,280

34.36

5,593

30 to 90 days overdue

32,496

99.54

32,348

90 to 360 days overdue

73,501

99.73

73,300

over 360 days overdue

613,132

100.00

613,132

Total trade receivables

2,098,050

724,386


-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Gross carrying amount

Expected credit loss rate

Lifetime expected credit losses

'000 RON

%

‘000 RON

Current receivables, including accrued receivables

1,022,513

0.78

7,973

less than 30 days overdue

15,702

0.85

134

30 to 90 days overdue

578

46.15

267

90 to 360 days overdue

14,213

99.07

14,081

over 360 days overdue

1,231,208

73.86

909,414

Total trade receivables

2,284,214

931,869

17. SHARE CAPITAL. EARNINGS PER SHARE

a) Share capital

December 31, 2022

December 31, 2021

‘000 RON

‘000 RON

385,422,400 fully paid ordinary shares

385,422

385,422

Total

385,422

385,422

The shareholding structure as at December 31, 2022 is as follows:

No. of shares

 

Value

 

Percentage

 

000 RON

(%)

The Romanian State through the Ministry of Energy

269,823,080

269,823

70.01

Legal persons

96,125,570

96,125

24.94

Physical persons

19,473,750

19,474

5.05

 

Total

385,422,400

385,422

100

All shares are ordinary and were subscribed and fully paid as at December 31, 2022. All shares carry equal voting rights and have a nominal value of RON 1/share (December 31, 2021: RON 1/share).

b) Earnings per share

Year ended

December 31, 2022

 

Year ended

December 31, 2021

 

 

 

 

 

 

 

Profit for the year attributable to ordinary shareholders (RON thousand)

2,546,712

 

1,914,987

Number of shares outstanding during the year

385,422,400

 

385,422,400

Earnings per share (RON thousand)

0.0066

 

0.0050

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

18. RESERVES

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Legal reserves

90,294

85,250

Other reserves, of which:

3,488,980

2,913,725

- Company’s development fund

2,586,687

2,046,460

- Reinvested profit

396,180

361,152

- Geological quota set up until 2004

486,388

486,388

- Other reserves

19,725

19,725

Total

3,579,274

2,998,975

19. PROVISIONS

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Decommissioning provision (note 19 a)

210,838

412,846

Retirement benefit obligation (note 19 c)

168,830

156,420

Total long term provisions

379,668

569,266

Decommissioning provision (note 19 a)

25,652

24,792

Litigation provision (note 19 b)

6,620

3,554

Other provisions *) (note 19 b)

289,217

208,798

Total short term provisions

321,489

237,144

Total provisions

701,157

806,410

*) On December 31, 2022, other provisions of RON 289,217 thousand include the provision for employee’s participation to profit of RON 41,479 thousand (December 31, 2021: RON 38,677 thousand), the provision for taxes of RON 10,207 thousand (December 31, 2021: RON 7,161 thousand) and the provision for CO2 certificates of 228,126 thousand (December 31, 2021: RON 154,904). The provision for CO2 certificates increased compared to 2021 due to a higher electricity production (+73.5%) that needed higher gas consumption.

a) Decommissioning provision

Decommissioning provision movement

2022

2021

'000 RON

'000 RON

At January 1

437,638

560,958

Additional provision recorded against non-current assets

1,273

10,808

Unwinding effect (note 9)

21,668

16,182

Recorded in profit or loss

(75,652)

(20,750)

Decrease recorded against non-current assets

(148,437)

(129,560)

At December 31

236,490

437,638

The Group makes full provision for the future costs of decommissioning natural gas wells on a discounted basis upon installation. The provision for the costs of decommissioning these wells at the end of their economic lives has been estimated using existing technology, at current prices or future assumptions, depending on the expected timing of the activity, and discounted using a rate of 8.19% (year ended December 31, 2021: 5.14%). While the provision is based on the best estimate of future costs and the economic lives of the wells, there is uncertainty regarding both the amount and timing of these costs.

The increase with 1 percentage point of the discount rate would decrease the decommissioning provision with RON 34,492 thousand. The decrease with 1 percentage point of the discount rate would increase the decommissioning provision with RON 44,053 thousand.

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The increase with 1 percentage point of the inflation rate would increase the decommissioning provision with RON 45,813 thousand. The decrease with 1 percentage point of the inflation rate would decrease the decommissioning provision with RON 36,173 thousand.

b) Other provisions

Litigation provision

Other provisions

Total

000 RON

‘000 RON

‘000 RON

At January 1, 2022

3,554

208,798

212,352

Additional provision in period

4,124

321,531

325,655

Obligation acquired

-

170

170

Provisions used in the period

(948)

(216,370)

(217,318)

Unused amounts during the period, reversed

(110)

(24,912)

(25,022)

At December 31, 2022

6,620

289,217

295,837

Litigation provision

Other provisions

Total

000 RON

000 RON

000 RON

At January 1, 2021

1,380

133,008

134,388

Additional provision in the period

2,966

243,940

246,906

Provisions used in the period

(439)

(166,346)

(166,785)

Unused amounts during the period, reversed

(353)

(1,804)

(2,157)

At December 31, 2021

3,554

208,798

212,352

c) Retirement benefit obligation

Movement of the retirement benefit obligation

2022

2021

'000 RON

'000 RON

At 1 January

156,420

128,690

Interest cost

7,600

3,998

Cost of current service

9,677

6,021

Payments during the year

(10,697)

(19,405)

Actuarial (gain)/loss for the period

(15,839)

37,116

Cost of past service

21,669

-

At December 31

168,830

156,420

With the exception of actuarial gains/losses, all other movements in the retirement benefit obligation are recognized in the result of the period.

In determining the retirement benefit obligation, the following significant assumptions were used:

  • No layoffs or restructurings are planned;

  • Average discount rate: 8.1% (2021: 5%);

  • Average inflation rate: 16.3% in 2022; 11.2% in 2023; 6.1% in 2024; 3.6% in 2025; 2.7% in the 2026; 2.5% in 2027-2031 period, following a decreasing trend in the next years. (2021: 5.9% in 2022; 3.2% in 2023; 3% in 2024; 2.8% in 2025; 2.5% in the 2026-2031 period, following a decreasing trend in the next years).

Sensitivity analysis

The discount rate has a significant effect on the obligation. Isolated change in assumptions with 1 percentage point would have the following effect on the obligation:

Increase of 1% in assumptions

Decrease of 1% in assumptions

'000 RON

'000 RON

Average discount rate

(13,658)

16,601

Salaries’ growth rate

15,584

(14,702)


-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Maturity analysis of payment cash flows

Benefit payments

'000 RON

Up to 1 year

14,233

1-2 years

13,964

2-5 years

52,632

5-10 years

140,698

Over 10 years

606,142

20. DEFERRED REVENUE

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Amounts collected from NIP (note 20 a)

230,169

230,169

Other deferred revenue

145

157

Other amounts received as subsidies

105

112

Total long term deferred revenue

230,419

230,438

Other amounts received as subsidies

7

7

Other deferred revenue

4

42

Total short term deferred revenue

11

49

Total deferred revenue

230,430

230,487

a) National Investment Plan

In Government Decision no. 1096/2013 approving the mechanism for free allocation of greenhouse gas emission allowances to electricity producers for the period 2013-2020, Annex no. 3 "National Investment Plan", S.N.G.N. ROMGAZ S.A. is included with the investment "Combined Gas Turbine Cycle".

For this investment, in 2017 Romgaz signed a financing agreement with the Ministry of Energy, whereby the Ministry of Energy undertakes to grant a non-reimbursable financing of RON 320,912 thousand, representing a maximum of 25% of the total value of eligible expenditure of the investment. By December 31, 2022 the Group collected RON 230,169 thousand. Amounts received under this contract will be transferred to income based on the depreciation rate of the investment.

By Government Decision no. 834/2022 the deadline until the investments financed from the National Investment Plan must be put into operation has been extended until December 31, 2023.

By December 31, 2022, the Group submitted two other reimbursement requests amounting to RON 62,150 thousand.

As the term of the work contract for the realization of the investment was not extended, the Group is negotiating the terms for a new contract to complete the outstanding works.

b) Projects of Common Interest

Following the 2022 CEF Energy (Mechanism for the Interconnection of Europe) call for proposals regarding the projects of common interest in the energy field, the European Commission announced on December 9, 2022, the projects of common interest that will benefit from European funding in the next period.

The investment project in the Bilciurești gas storage, "Increasing the daily extraction capacity in the Bilciurești gas storage – Modernization of the infrastructure of the natural gas storage system", promoted by Depogaz, is one of the projects that will receive support from CEF Energy, the amount of the non-reimbursable financing being of EUR 37,962 thousand.

By the date the financial statements were endorsed for issue, the financing agreement has not been signed.

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Amounts collected from NIP

Other amounts received as subsidies

Total

'000 RON

'000 RON

'000 RON

At January 1, 2022

230,169

119

230,288

Amounts in revenue

-

(7)

(7)

At December 31, 2022

230,169

112

230,281

Amounts collected from NIP

Other amounts received as subsidies

Total

'000 RON

'000 RON

'000 RON

January 1, 2021

136,021

128

136,149

Received

94,148

-

94,148

Amounts in revenue

-

(9)

(9)

December 31, 2021

230,169

119

230,288

21. TRADE AND OTHER CURRENT LIABILITIES

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Accruals

37,067

30,055

Trade payables

38,725

19,171

Payables to fixed assets suppliers

34,214

22,091

Total trade payables

110,006

71,317

Payables related to employees

61,735

43,800

Royalties *)

146,965

400,278

Contribution to Energy Transition Fund

11,931

-

Joint operation payables

18,043

-

Social security taxes

37,756

34,053

Other current liabilities

12,174

7,567

VAT

20,612

86,763

Dividends payable

1,225

1,116

Windfall tax (see note 16 b)

-

363,996

Other taxes

1,827

1,329

Total other liabilities

1,312,268

938,902

Total trade and other liabilities

1,422,274

1,010,219

*) The decrease in royalty liability is due to changes in national legislation, according to which prices used to determine the royalty in the fourth quarter of 2022 are capped at the level of prices the Group has the obligation to invoice some of its clients.

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

22. FINANCIAL INSTRUMENTS

Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, inflation risk, interest rate risk), credit risk, liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance within certain limits. However, the use of this approach does not prevent losses outside of these limits in the event of more significant market movements. The Group does not use derivative financial instruments to hedge certain risk exposures.

(a) Market risk

(i) Foreign exchange risk

The Group is exposed to currency risk as a result of exposure to various currencies. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities.

The Group is mainly exposed to currency risk generated by EUR against RON as a result of the interest-bearing loan described in note 29.

As of December 31, 2022, the official exchange rate was RON 4.9474 to EUR 1 (December 31, 2021: RON 4.9481 to EUR 1).

 

EUR

GBP

USD

RON

December 31, 2022

1 EUR = 4.9474

1 GBP = 5.5878

1 USD = 4.6346

1 RON

Total 

 

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

Financial assets

 

 

 

 

 

Cash and cash equivalents

77,764

3

8

1,806,107

1,883,882

Other financial assets

-

-

-

90,000

90,000

Trade and other receivables

-

-

-

768,017

768,017

Total financial assets 

77,764

3

8

2,664,124

2,741,899

Financial liabilities

 

Trade payables and other payables

(18)

-

(25)

(72,896)

(72,939)

Lease liability

(5,157)

-

-

(4,523)

(9,680)

Borrowings

(1,447,115)

-

-

-

(1,447,115)

Total financial liabilities

(1,452,290)

-

(25)

(77,419)

(1,529,734)

Net 

(1,374,526)

3

(17)

2,586,705

1,212,165

EUR

GBP

USD

RON

December 31, 2021

1 EUR = 4.9481

1 GBP = 5.8994

1 USD = 4.3707

1 RON

Total 

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

Financial assets

 

 

 

 

 

Cash and cash equivalents

311

1

12

3,580,088

3,580,412

Other financial assets

-

-

-

404,199

404,199

Trade and other receivables

-

-

-

833,213

833,213

Total financial assets 

311

1

12

4,817,500

4,817,824

Financial liabilities

 

Trade payables and other payables

(22)

(14)

-

(41,226)

(41,262)

Lease liability

(3,656)

-

-

(4,365)

(8,021)

Total financial liabilities

(3,678)

(14)

-

(45,591)

(49,283)

Net 

(3,367)

(13)

12

4,771,909

4,768,541

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Group is mainly exposed to currency risk generated by EUR against RON. The table below details the sensitivity of the Group to a 5% increase/decrease in the EUR exchange rate against the RON. The 5% rate is the rate used in internal reports to management on foreign currency risk and represents management's assessment of reasonable changes in the exchange rate. Sensitivity analysis includes only monetary items denominated in foreign currency in the balance sheet, and considers the transfer at the end of the period to a modified rate of 5%.

December 31, 2022

December 31, 2021

‘000 RON

‘000 RON

RON weakening - loss

(68,726)

(168)

RON strengthening – gain

68,726

168

(ii) Inflation risk

The official annual inflation rate in Romania for 2022 was 13.8% as provided by the National Commission for Statistics of Romania. The cumulative inflation rate for the last 3 years was under 100%. This factor, among others, led to the conclusion that Romania is not a hyperinflationary economy.

(iii) Interest rate risk

The Group is exposed to interest rate risk, due to retirement benefit obligations, decommissioning provision and interest-bearing loans. The Group’s sensitivity to changes in the discount rate is detailed in note 19.

An increase of 1% in the interest rate on the borrowings would lead to an increase of the interest expense of RON 4,325 thousand.

Bank deposits and treasury bills bear a fixed interest rate.

(b) Credit risk

Financial assets, which potentially subject the Group to credit risk, consist principally of trade receivables. The Group has policies in place to ensure that sales are made to customers with low credit risk. Also, sales have to be secured either through advance payments, either through bank letters of guarantee. The carrying amount of accounts receivable, net of bad debt allowances, represents the maximum amount exposed to credit risk. The Group has a concentration of credit risk in respect of its top three clients, which amounts to 86.60 % of net trade receivable balance at December 31, 2022 (its top client: 89.84% as of December 31, 2021).

In spite of the policies described above, the Group is forced by court orders to deliver gas to insolvent clients deemed “captive” by insolvency legislation. As these clients did not generate outstanding balances since the start of their insolvency proceedings, the Group estimates lifetime expected credit losses to be zero.

Although collection of receivables could be influenced by economic factors, management believes that there is no significant risk of loss to the Group beyond the bad debt allowance already recorded.

(c) Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to minimize the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the dividend policy, issue new shares or sell assets to reduce debt.

The Group’s policy is to only resort to borrowing if investment needs cannot be financed internally. As such, in 2022 the Group obtained a loan of EUR 325 million (note 29) to finance the acquisition of ExxonMobil Exploration and Production Romania Limited.

The Group’s capital management aims to ensure that it meets financial covenants attached to the interest-bearing loans. Breaches in meeting the financial covenants would permit the bank to immediately call borrowings. There have been no breaches of the financial covenants of interest-bearing loans in the current period.

(d) Fair value estimation

Carrying amount of financial assets and liabilities is assumed to approximate their fair values.

Financial instruments in the balance sheet include trade receivables and other receivables, cash and cash equivalents, other financial assets, trade and other payables, interest-bearing borrowings. The estimated fair values of these instruments approximate their carrying amounts. The carrying amounts represent the Group’s maximum exposure to credit risk for existing receivables.

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(e) Maturity analysis for financial assets and financial liabilities at amortized cost

The table below shows financial assets and financial liabilities of the Group on contractual maturities. The amounts represent non-discounted future cash flows generated by financial assets and financial liabilities.

December

31, 2022

Due in

less than

a month

Due in

1-3 months

Due in

3 months

to 1 year

Due in

1-5 years

Due in over

5 years

Total

‘000 RON

‘000 RON

‘000 RON

‘000 RON

‘000 RON

‘000 RON

Trade receivables

589,135

116,864

62,018

-

-

768,017

Bank deposits

5,000

10,000

75,000

-

-

90,000

Total

594,135

126,864

137,018

-

-

858,017

Trade payables

(60,735)

(12,204)

-

-

-

(72,939)

Borrowings

-

(84,892)

(253,397)

(1,152,132)

-

(1,490,421)

Lease liabilities

(170)

(476)

(1,534)

(3,371)

(4,129)

(9,680)

Total

(60,905)

(97,572)

(254,931)

(1,155,503)

(4,129)

(1,573,040)

Net

533,230

29,292

(117,913)

(1,155,503)

(4,129)

(715,023)

December

31, 2021

Due in

less than

a month

Due in

1-3 months

Due in

3 months

to 1 year

Due in

1-5 years

Due in over

5 years

Total

‘000 RON

‘000 RON

‘000 RON

‘000 RON

‘000 RON

‘000 RON

Trade receivables

441,119

392,094

-

-

-

833,213

Bank deposits

293,629

10,000

10,500

-

-

314,129

Treasury bonds

92,010

-

-

-

-

92,010

Total

826,758

402,094

10,500

-

-

1,239,352

Trade payables

(37,989)

(3,238)

(35)

-

-

(41,262)

Lease liabilities

(64)

(155)

(591)

(3,322)

(3,889)

(8,021)

Total

(38,053)

(3,393)

(626)

(3,322)

(3,889)

(49,283)

Net

788,705

398,701

9,874

(3,322)

(3,889)

1,190,069

(f) Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Group’s management, which has established an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and current cash flows and by matching the maturity profiles of financial assets and liabilities.

23. RELATED PARTY TRANSACTIONS AND BALANCES

(i) Sales of goods and services

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Romgaz’s associates

14,621

13,115

Total

14,621

13,115

Transactions with other companies controlled by the Romanian State are not considered transactions with related parties, for financial statements purposes.

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


23. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)

The Group is controlled by the Ministry of Energy, on behalf of the Romanian State (note 17 a). As such, all companies over which the Ministry of Energy has control or significant influence are considered related parties of the Group. No other ministry or agency of the Romanian State has control or significant influence over the Group, therefore companies over which the Romanian State has control or significant influence through organizations other than the Ministry of Energy are not considered related parties of the Group.

The table below shows the transactions of the Group with companies over which the Ministry of Energy has control or significant influence:

 

Year ended

Dec 31, 2022

 

Year ended

Dec 31, 2021

'000 RON

 

'000 RON

 

 

Companies controlled by the Ministry of Energy

 

 

 

Electrocentrale Constanța SA

111,684

 

79,030

Electrocentrale București SA

1,582,639

 

1,190,441

 

 

 

 

Companies significantly influenced by the Ministry of Energy

 

 

 

OMV Petrom SA

493,146

 

261,027

Engie România SA

2,702,642

 

877,605

E.On Energie România SA

1,955,551

 

827,869

 

 

 

 

Total

6,845,662

 

3,235,973

24. INFORMATION REGARDING THE MEMBERS OF THE ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

The remuneration of executives and directors

The Group has no contractual obligations on pensions to former executives and directors of the Group.

During the years ended December 31, 2022 and December 31, 2021, no loans and advances were granted to executives and directors of the Group, except for work related travel advances, and they do not owe any amounts to the Group from such advances.

Year ended

Dec 31, 2022

Year ended

Dec 31, 2021

'000 RON

'000 RON

Salaries paid to executives (gross)

24,794

18,622

of which, bonuses and variable component (gross)

2,516

1,406

Remuneration paid to directors (gross)

3,350

3,035

of which, variable component (gross)

745

711

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Salaries payable to executives

754

666

Salaries payable to directors

154

116


In addition to the above, on December 31, 2022 the Group recorded a provision for bonuses for executives and directors of RON 1,067 thousand (December 31, 2021: RON 1,299 thousand).

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

25. INVESTMENT IN ASSOCIATES

The Company’s investments in associates are accounted using the equity method. The shares are not quoted on the stock exchange. No dividends were received in the years ended December 31, 2022, respectively, December 31, 2021.

The Company’s investment in Agri LNG Project Company is not material. The investment is fully impaired.


Name of associate

 

Main activity

 

Place of incorporation and

operation

Proportion of ownership interest and voting power held (%)

 

 

 

 

 

December 31, 2022

December 31, 2021

SC Depomures SA Tg.Mures

 

Storage of natural gas

 

Romania

40

40

SC Agri LNG Project Company

 

 

 

 

 

 

SRL

 

Feasibility projects

 

Romania

25

25

 

Cost as of

Impairment as of

Carrying value as of

Cost as of

Impairment as of

Carrying value as of

Name of associate

December 31, 2022

December 31, 2022

December 31, 2022

December 31, 2021

December 31, 2021

December 31, 2021

 

’000 RON

’000 RON

’000 RON

’000 RON

’000 RON

’000 RON

 

 

 

 

 

 

SC Depomures SA

Tg.Mures

28,537

-

28,537

26,187

-

26,187

SC Agri LNG

Project Company

SRL

977

(977)

-

977

(977)

-

Total

29,514

(977)

28,537

27,164

(977)

26,187

 

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Summarized financial information for significant investments in associates (Depomureş)

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Non-current assets

65,560

68,993

Current assets, out of which:

19,378

12,895

- Cash and cash equivalents

15,940

9,729

Non-current liabilities, out of which:

5,601

9,031

- Long term financial liabilities

5,601

9,031

Current liabilities, out of which:

4,802

4,232

- Short term financial liabilities

3,431

3,434

Year ended

December 31, 2022

Year ended

December 31, 2021

'000 RON

'000 RON

Revenue

43,200

33,717

Interest income

486

17

Amortization and depreciation

(3,919)

(3,939)

Interest expense

(447)

(584)

Income tax expense

(1,087)

(153)

Net profit from continued operations

5,875

212

Reconciliation of net book value for the significant investments in associates

2022

2021

'000 RON

'000 RON

January 1

26,187

26,102

Interest in the total comprehensive income of significant investments in associates

2,350

85

December 31

28,537

26,187

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

26. OTHER FINANCIAL INVESTMENTS

Other financial investments are measured at fair value through profit or loss.

Except for the investment in Patria Bank, which is a level 1 financial investment, all other investments are included in level 3 category, according to IFRS 13.

Company

Principal activity

Place of incorporation and operation

Proportion of ownership interest and voting power held (%)

December 31, 2022

December 31, 2021

Electrocentrale București S.A.

Electricity and thermal power producer

Romania

2.49

2.49

Patria Bank S.A.

Other activities – financial intermediations

Romania

0.02

0.02

Mi Petrogas Services S.A.

Services related to oil and natural gas extraction, excluding prospections

Romania

10

10

Lukoil association

Petroleum exploration operations

Romania

12.2

12.2

Electricity Producers Association-

HENRO

Non-governmental, non-profit, independent association

Romania

33.33

33.33

Company

Fair value as of

December 31, 2022

Fair value as of

December 31, 2021

’000 RON

’000 RON

Electrocentrale București S.A.*)

-

-

Patria Bank S.A.**)

79

79

Mi Petrogas Services S.A.

60

60

Lukoil association

5,227

5,227

Electricity Producers Association-HENRO

250

250

Total

5,616

5,616

*) The fair value of the investment in Electrocentrale Bucuresti was reduced to zero after entering into insolvency. The investment in Electrocentrale Bucuresti is not quoted. The company successfully concluded the restructuring plan in February 2023. These financial statements do not include any adjustments related to this event.

**) In 2016, the Company's shareholders decided to withdraw Romgaz from the bank's shareholders, as a result of the merger process in which Patria Bank was involved. In 2021, the approval of the BNR was obtained for the partial redemption of the shares that the Company holds in Patria Bank. The shares of Patria Bank S.A. are listed, but following the merger process, the price at which the redemption of the shares held by the shareholders who requested the withdrawal from the shareholding was set to a fixed value. Thus, the investment is measured at this redemption value.

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

27. SEGMENT INFORMATION

a) Segment assets and liabilities

December 31,

2022

Upstream

Storage

Electricity

Other

Consolidation adjustments

Total

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

Property, plant and equipment

2,641,773

 

825,378

 

1,184,636

 

591,036

 

(203,509)

 

5,039,314

Other intangible assets

5,122,643

 

918

 

-

 

16,864

 

 -

 

5,140,425

Investments in associates

-

-

-

28,537

-

28,537

Other financial investments

-

-

-

5,616

-

5,616

Deferred tax asset

428

1,357

-

197,231

-

199,016

Other financial assets

1

91,116

-

8,480

-

99,597

Inventories

256,982

 

9,472

 

2,695

 

14,858

 

-

 

284,007

Other assets

165,085

 

4,562

 

41,371

 

54,214

 

-

 

265,232

Trade and other receivables

1,268,528

 

59,380

 

54,110

 

11,525

 

(19,879)

 

1,373,664

Contract costs

3

-

-

-

-

3

Cash and cash equivalents

21,307

14,567

516

1,847,492

-

1,883,882

Right of use asset

1,643

328

-

6,786

9

8,766

Net investments in leasing

-

-

-

374

(374)

-

Total assets

9,478,393

 

1,007,078

 

1,283,328

 

2,783,013

 

(223,753)

 

14,328,059

Retirement benefit obligation

-

9,896

-

158,934

-

168,830

Contract liabilities

263,340

-

-

-

-

263,340

Provisions

234,697

32,388

230,691

34,551

-

532,327

Trade payables

62,564

42,581

4,621

20,119

(19,879)

110,006

Current tax liabilities

1,002,790

5,625

-

169,083

-

1,177,498

Deferred revenue

258

-

230,169

3

-

230,430

Borrowings

-

-

-

1,447,115

-

1,447,115

Lease liability

1,573

374

-

8,107

(374)

9,680

Other liabilities

216,806

14,265

18,049

63,148

-

312,268

Total liabilities

1,782,028

 

105,129

 

483,530

 

1,901,060

 

(20,253)

 

4,251,494

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Upstream

Storage

Electricity

Other

Consolidation adjustments

Total

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

Property, plant and equipment

2,786,660

810,784

1,183,357

589,114

(129,218)

5,240,697

Other intangible assets

3,666

870

-

11,597

-

16,133

Investments in associates

-

-

-

26,187

-

26,187

Other financial investments

-

-

-

5,616

-

5,616

Deferred tax asset

-

1,953

-

267,692

-

269,645

Other financial assets

-

25,564

-

392,359

-

417,923

Inventories

275,930

12,276

2,435

14,600

-

305,241

Other assets

11,153

1,477

1,712

53,620

-

67,962

Trade and other receivables

1,312,736

34,635

11,239

11,142

(17,407)

1,352,345

Contract costs

483

-

-

-

-

483

Cash and cash equivalents

20,312

7,761

412

3,551,927

-

3,580,412

Right of use asset

-

388

-

6,739

1

7,128

Current tax receivable

-

3,201

-

-

-

3,201

Net investments in leasing

-

-

-

432

(432)

-

Total assets

4,410,940

898,909

1,199,155

4,931,025

(147,056)

11,292,973

Retirement benefit obligation

-

11,540

-

144,880

-

156,420

Contract liabilities

204,384

-

-

-

-

204,384

Provisions

418,997

43,955

157,438

29,600

-

649,990

Trade payables

51,647

17,456

7,033

12,588

(17,407)

71,317

Current tax liabilities

-

-

-

52,299

-

52,299

Deferred revenue

276

-

230,169

42

-

230,487

Lease liability

-

434

-

8,019

(432)

8,021

Other liabilities

805,835

11,276

5,003

116,788

-

938,902

Total liabilities

1,481,139

84,661

399,643

364,216

(17,839)

2,311,820

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

b) Segment revenues, results and other segment information

In 2022, the chief operating decision maker of Romgaz decided to change the way Romgaz reports for gas and electricity deliveries between its branches. In the past, these deliveries were accounted for at cost. Starting 2022, deliveries are accounted for at market prices or at regulated prices, as the case may be. This change allows the management to have a better view of the performance of its business segments.

Due to this change, comparative segment information for the previous period was restated. The results of Romgaz or the Group are not affected by the change.

Year ended

December 31, 2022

Upstream

Storage

Electricity

Other

Adjustment
and eliminations

Total

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

Revenue

12,355,984

475,989

1,646,783

438,097

(1,557,200)

13,359,653

Less: revenue

between segments

(759,166)

(52,028)

(317,706)

(428,300)

1,557,200

-

Third party revenue

11,596,818

423,961

1,329,077

9,797

-

13,359,653

Interest income

609

2,547

40

174,172

(389)

176,979

Interest expense

(46)

-

-

(5,038)

44

(5,040)

Share of profit of associates

-

-

-

2,350

-

2,350

Depreciation and amortization *)

(291,744)

(12,329)

(3,893)

(26,171)

(74,766)

(408,903)

Impairment losses

recognized during the

period in profit or loss

(195,815)

-

(6,380)

(89)

(1,015)

(203,299)

Impairment losses

reversed during the period in

profit or loss

61,221

-

114

791

-

62,126

Segment result

before tax

profit/(loss)

4,229,534

115,767

(49,952)

(53,235)

(87,865)

4,154,249

*) The amount of RON 74,766 thousand representing adjustments of the depreciation and amortization expense stands for depreciation of assets used in the storage segment. This depreciation expense is not recorded in the accounting records of any of the Group’s companies, being a consolidation adjustment.

Year ended

December 31,

2021 (restated)

Upstream

Storage

Electricity

Other

Adjustment
and eliminations

Total

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

'000 RON

Revenue

5,486,486

313,456

458,656

408,161

(813,833)

5,852,926

Less: revenue between segments

(205,533)

(69,658)

(137,668)

(400,974)

813,833

-

Third party revenue

5,280,953

243,798

320,988

7,187

-

5,852,926

Interest income

133

534

7

57,759

(30)

58,403

Interest expense

(3)

-

-

-

-

(3)

Share of profit of associates

-

-

-

85

-

85

Depreciation and amortization

(362,185)

(8,506)

(5,484)

(26,087)

(61,521)

(463,783)

Impairment losses recognized during the period in profit or loss

(263,383)

-

(1,618)

(745)

(2,472)

(268,218)

Impairment losses reversed during the period in profit or loss

45,275

-

-

954

-

46,229

Segment result before tax profit/(loss)

1,976,101

33,342

15,923

217,566

(85,681)

2,157,251


-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In the year ended December 31, 2022, the Group's three largest clients each individually represents more than 10% of revenue, sales to these clients being of RON 2,564,071 thousand, RON 2,064,087 thousand, RON 1,783,998 thousand, (in the year ended December 31, 2021 the Group's three largest customers represented individually, over 10% of revenue, sales to these clients being of RON 1,013,764 thousand, RON 894,491 thousand, RON 834,420 thousand), together totaling 48.00% of total revenue (year ended December 31, 2021: 46.86%). Of the total revenue generated by those three clients, 3.54% are shown in the "Storage" segment and 91.73% in the "Upstream" segment (year ended December 31, 2021: 4.94% in the "Storage" segment, 95.06% in the "Upstream" segment).

28. CASH AND CASH EQUIVALENTS

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Current bank accounts *)

122,559

78,542

Petty cash

50

48

Term deposits

1,759,683

3,500,288

Restricted cash **)

1,584

1,534

Amounts under settlement

6

-

Total

1,883,882

3,580,412


*) Current bank accounts include overnight deposits.

**) At December 31, 2022 restricted cash refers to bank accounts used only for dividend payments to shareholders, according to stock market regulations.

29. INTEREST BEARING BORROWINGS

Interest rate

Maturity

December 31, 2022

December 31, 2021

'000 RON

'000 RON

EUR 325,000 thousand bank borrowing

EURIBOR 3M + 0.05% p.a.

June 30, 2027

1,447,115

-

Total

1,447,115

-

In March 2022, Romgaz signed a EUR 325 million financing deal with Raiffeisen Bank S.A. to finance part of the purchase price of the shares of ExxonMobil Exploration and Production Romania Limited that holds 50% of the rights and obligations for the Neptun Deep block (note 30).

In June 2022, an addendum to the facility contract was signed between Romgaz acting as borrower and Raiffeisen Bank S.A. and Banca Comerciala Romana S.A. as lenders.

The facility’s final maturity is in five years from utilization. There are no borrowing costs other than interest. The loan is repayable in quarterly installments. The loan is not secured.

The fair value of the loan approximates its carrying value as it was obtained recently and it carries a variable rate of interest.

30. ACQUISITION OF EXXONMOBIL EXPLORATION AND PRODUCTION ROMANIA LIMITED

On August 1, 2022, Romgaz completed the acquisition of ExxonMobil Exploration and Production Romania Limited (currently Romgaz Black Sea Limited). This company holds 50% of the acquired rights and obligations under the Petroleum Agreement for the Deep Water Zone of Neptun XIX offshore Block in the Black Sea. Following this transaction, Romgaz became the sole shareholder of the acquired company. Therefore Romgaz has control over Romgaz Black Sea Limited.

According to the provisions of the shares’ acquisition agreement, the price paid by Romgaz was RON 5,126,347 thousand. Based on the acquisition agreement, this price was decreased by the end of 2022 with RON 7,352 thousand, based on the level of working capital of Romgaz Black Sea Limited at completion date. This amount was received in 2023.

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

According to IFRS 3, the “concentration test” is an optional method used to perform a simplified assessment of whether an acquisition is a business combination or an acquisition of assets. Based on the analysis of the provisions of International Financial Reporting Standard 3 “Business Combinations”, the Group considers this transaction to be an asset acquisition, the main asset acquired being the mineral right related to the 50% share of the reserves of the Deep Water Zone of Neptun XIX offshore Block in the Black Sea. At acquisition date the company acquired did not have an organized workforce capable to apply the processes needed to generate outputs. As such, substantially all of the fair value of the gross assets acquired is concentrated in a group of similar identifiable assets, namely the mineral right.

Thus, the Group did not recognize a potential goodwill; instead it recognized assets acquired and liabilities assumed in accordance with the applicable accounting standards based on a valuation carried out to allocate the acquisition price.

The evaluation performed to allocate the purchase price on the assets acquired was based on the relative fair values of the acquired assets. The relative fair value of the acquired mineral right was determined using the discounted cash flow method and based on the following assumptions:

·  the inflation rate used was communicated by the National Commission for Strategy and Prognosis (2022: 10.1%, 2023: 5.4%, 2024: 3%; a constant inflation rate of 2.7% was considered for the following years);

·  gas selling prices were estimated at an average level of RON 221.98/MWh for the period 2027-2045;

the weighted average rate of capital used was 16.2%.

The Group recognized the following assets and liabilities on acquisition date:

August 1, 2022

‘000 RON

ASSETS

Property, plant and equipment

66

Other intangible assets (note 14)

5,119,745

Deferred tax asset

66

Right of use assets

2,126

Cash and cash equivalents

750

Other assets

3,675

Total assets

5,126,428

LIABILITIES

Trade payables

13

Provisions

170

Lease liability

2,023

Other liabilities

5,227

Total liabilities

7,433

Price paid

5,118,995

31. OTHER FINANCIAL ASSETS

Other financial assets represent mainly treasury bonds and deposits with a maturity of over 3 months, from acquisition date. The Group did not identify any risk of loss for these assets, therefore it did not record any impairment.

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Treasury bonds in RON

-

90,070

Bank deposits in RON

90,000

314,129

Accrued interest receivable on bank deposits

9,597

11,784

Accrued interest on bonds

-

1,940

Total other financial assets

99,597

417,923

32. COMMITMENTS UNDERTAKEN

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Endorsements and collaterals granted

312,689

62,947

Total

312,689

62,947

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In 2022, Romgaz signed an addendum to the credit agreement with BCR SA representing a facility for issuing letters of guarantee, and opening letters of credit for a maximum amount of RON 420,000 thousand. On December 31, 2022 are still available for use RON 112,637 thousand. As of December 31, 2022, the Group’s contractual commitments for the acquisition of non-current assets are of RON 396,551 thousand (December 31, 2021: RON 267,246 thousand).

33. COMMITMENTS RECEIVED

December 31, 2022

December 31, 2021

'000 RON

'000 RON

Endorsements and collaterals received

2,127,764

1,255,235

Total

2,127,764

1,255,235

Endorsements and collateral received represent letters of guarantee and other performance guarantees received from the Group’s clients.

34. CONTINGENCIES

(a) Litigations

The Company is subject to several legal actions arisen in the normal course of business. The management of the Company considers that they will have no material adverse effect on the results and the financial position of the Company.

On December 28, 2011, 27 former and current employees were notified by DIICOT regarding an investigation related to sale contracts signed with one of the Company’s clients for allegedly unauthorized discounts granted to this client during the period 2005-2010. DIICOT mentioned that this may have resulted in a loss of USD 92,000 thousand for the Company. On that sum, an additional burden to the state budget consists of income tax in amount of USD 15,000 thousand and VAT in amount of USD 19,000 thousand. The internal analysis carried out by the Company’s specialized departments concluded that the agreement was in compliance with the legal provisions and all discounts were granted based on Orders issued by the Ministry of Economy and Finance and decisions of the General Shareholders’ Board and Board of Directors. The management of the Company believes the investigation will not have a negative impact on the financial statements, to justify the registration of an adjustment. The Company is fully cooperating with DIICOT in providing all information necessary. On March 18 2014, Romgaz received an address from DIICOT, by which the investigators ordered an accounting expertise, indicating the objectives of the expertise.

Romgaz was notified that, as injured party, it may submit comments relating to objectives of the expertise (additions/changes), and may appoint an additional expert to participate in the expertise.

Thus, Romgaz proceeded to identify and appoint an expert with accounting and financial expertise that can participate to the expertise. After the report was completed, the parties could submit objections by November 2, 2015.

On March 16, 2016, DIICOT – Central Structure informed the persons involved in the cause about the start of legal actions against them. At the request of investigators, the Company announced that in case of a prejudice being established during the investigation, the Company will join the case as civil party.

In November 2016, DIICOT informed the Company the prejudice established in amount of RON 282,630 thousand. Following this request, Romgaz announced that will join the case as a civil party for the amount of RON 282,630 thousand to recover this amount from the respective client and any other person that may be found guilty for causing the prejudice.

In June 2017, DIICOT issued a press release announcing the referral to court of several persons involved in the case. In January 2018, the High Court of Cassation and Justice ruled that the indictment prepared by DIICOT was not legal. The Court issued a decision in December, 2022 stating there is no offence and the civil complaint filed by Romgaz was left unresolved. Romgaz appealed the decision.

(b) Taxation

The Romanian taxation system is undergoing a process of consolidation and harmonization with the European Union legislation. However, there are still different interpretations of the fiscal legislation. In various circumstances, the tax authorities may have different approaches to certain issues, and assess additional tax liabilities, together with late payment interest and penalties. In Romania, tax periods remain open for fiscal verification for 5 years. The Group’s management considers that the tax liabilities included in these financial statements are fairly stated.

.

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(c) Environmental contingencies

Environmental regulations are developing in Romania and the Group has not recorded any liability at December 31, 2022 for any anticipated costs, including legal and consulting fees, impact studies, the design and implementation of remediation plans related to environmental matters, except the amount of RON 236,490 thousand (December 31, 2021: RON 437,638 thousand), representing the decommissioning liability.

35. JOINT ARRANGEMENTS

a)      Joint arrangement with Amromco

In January 2002, Romgaz signed a petroleum agreement with Amromco for rehabilitation operations in order to achieve additional production in 11 blocks, namely: Bibeşti, Strâmba, Finta, Fierbinți-Târg, Frasin-Brazi, Zătreni, Boldu, Roșioru, Gura-Șuții, Balta-Albă and Vlădeni. For the base production, Romgaz holds a share of 100% and for the additional production, Romgaz owns a share of 50% and Amromco Energy SRL - 50%. As the agreement was signed to execute rehabilitation operations to obtain additional production, the mandatory work program is in accordance with the studies approved by ANRM. Accordingly, the annual work program, which includes both works provided in the studies and other works necessary and proposed by the partners, is approved annually by the Board of the joint arrangement before the start of each year. The duration of the joint arrangement is in line with the time frame of each individual concession agreement of the 11 perimeters stated above, which differs for each block.

b)      Joint arrangement with OMV Petrom SA

In August 2022, the Group became a party to a joint arrangement with OMV Petrom SA (operator) for the offshore block Neptun Deepwater in the Black Sea, through the acquisition of ExxonMobil Exploration and Production Romania Limited, currently Romgaz Black Sea Limited. The joint arrangement is classified as joint operation. Each party to the joint agreement has a 50% interest in the concession agreement for the Neptun Deepwater block. Marketing and sales of hydrocarbons are not part of the joint arrangement.

All the rights and interests in and under the joint arrangement, all joint property and any hydrocarbons produced from the Neptun Deepwater block is owned by each party in accordance with its participating interest.

As a general rule, all decisions of the operating committee require unanimity.

36.  AUDITOR’S FEES

The fee charged by the Group’s statutory auditor, S.C. Ernst & Young Assurance Services S.R.L. for the statutory audit of the 2022 annual financial statements is RON 435 thousand.

The fees charged for other assurance services in 2022 are RON 286 thousand.

37.  EVENTS AFTER THE BALANCE SHEET DATE

a)     In 2023 Romgaz and Socar Trading, a subsidiary of the State Oil Company of the Republic of Azerbaijan, signed a contract for gas deliveries from Azerbaijan to Romania. The contract ensures the possibility of gas deliveries up to 1 billion cm until March 31, 2024 and shall enter in force on April 1st, 2023. According to the contract, Romgaz has no obligation to buy the quantity contracted, but has to provide a bank letter of guarantee of EUR 30 million over the period of the contract.

b) In 2023, Romgaz Black Sea Limited and S.N.T.G.N. Transgaz S.A., the national gas transmission system operator, signed a transmission framework agreement for transportation of natural gas to be produced from Neptun Deep through the National Transmission System. According to the agreement, the required technical capacity is booked for acceptance in the National Transmission System, allowing natural gas from Neptun Deep block to enter the market. The agreement was concluded for September 2026 - September 2042. According to the agreement, Romgaz Black Sea Limited has to provide a bank letter of guarantee of RON 209 million valid until December 2023.

38.  APPROVAL OF FINANCIAL STATEMENTS

These financial statements were endorsed by the Board of Directors on March 23, 2023.

  

Răzvan Popescu

Gabriela Trânbițaș

Chief Executive Officer

Chief Financial Officer