ANNUAL REPORT
of OMV Petrom S.A.
including
Separate Financial Statements
for the year ended
December 31, 2025
Contents
| |
Separate statement of financial position | |
Separate income statement | |
Separate statement of comprehensive income | |
Separate statement of changes in equity | |
Separate statement of cash flows | |
Notes to the separate financial statements | |
Report of the governing bodies on separate financial statements | |
Supervisory Board Report on OMV PETROM S.A.’s separate financial statements | |
Directors’ Report on OMV Petrom S.A.’s separate financial statements | |
OMV PETROM S.A.
SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED
DECEMBER 31, 2025
Prepared in accordance with Order of the Minister of Public Finance no. 2844/2016 approving the
accounting regulations compliant with the International Financial Reporting Standards
Contents
SEPARATE STATEMENT OF FINANCIAL POSITION | |
SEPARATE INCOME STATEMENT | |
SEPARATE STATEMENT OF COMPREHENSIVE INCOME | |
SEPARATE STATEMENT OF CHANGES IN EQUITY | |
SEPARATE STATEMENT OF CASH FLOWS | |
NOTES TO THE SEPARATE FINANCIAL STATEMENTS | |
| Notes | December 31, 2025 | December 31, 2024 |
ASSETS | | | |
Intangible assets | 6 | 525.90 | 502.88 |
Property, plant and equipment | 7 | 34,373.05 | 29,432.31 |
Investments | 8 | 2,888.39 | 2,750.76 |
Other financial assets | 9 | 1,837.91 | 2,654.64 |
Other assets | 10 | 821.26 | 736.12 |
Deferred tax assets | 17 | 2,367.24 | 2,009.88 |
Non-current assets | | 42,813.75 | 38,086.59 |
Inventories | 11 | 2,688.83 | 2,655.98 |
Trade receivables | 9 | 2,672.42 | 2,567.39 |
Other financial assets | 9 | 2,338.26 | 1,360.90 |
Other assets | 10 | 1,684.61 | 2,707.94 |
Cash and cash equivalents | 29 | 6,726.14 | 8,919.41 |
Current assets | | 16,110.26 | 18,211.62 |
Total assets | | 58,924.01 | 56,298.21 |
EQUITY AND LIABILITIES | | | |
Share capital | 12 | 6,231.17 | 6,231.17 |
Reserves | | 30,437.89 | 31,389.89 |
Total equity | | 36,669.06 | 37,621.06 |
Provisions for pensions and similar obligations | 13 | 170.24 | 182.02 |
Lease liabilities | 29 | 642.98 | 539.32 |
Provisions for decommissioning and restoration obligations | 13 | 9,951.28 | 8,312.52 |
Other provisions | 13 | 872.98 | 739.28 |
Other financial liabilities | 15 | 123.19 | 144.09 |
Other liabilities | 16 | 45.66 | 47.05 |
Non-current liabilities | | 11,806.33 | 9,964.28 |
Trade payables | | 4,207.40 | 3,029.91 |
Interest-bearing debts | 14 | 1,724.31 | 1,625.97 |
Lease liabilities | 29 | 849.52 | 248.00 |
Income tax liabilities | | 221.69 | 97.88 |
Other provisions and decommissioning | 13 | 1,527.90 | 1,318.44 |
Other financial liabilities | 15 | 784.75 | 787.46 |
Other liabilities | 16 | 1,133.05 | 1,605.21 |
Current liabilities | | 10,448.62 | 8,712.87 |
Total equity and liabilities | | 58,924.01 | 56,298.21 |
| | | |
| Notes | 2025 | 2024 |
Sales revenues | 18, 26 | 30,734.71 | 29,429.14 |
Other operating income | 19 | 649.03 | 291.65 |
Net income from consolidated subsidiaries and equity-accounted investments | 20 | 778.13 | 728.87 |
Total revenues and other income | | 32,161.87 | 30,449.66 |
Purchases (net of inventory variation) | | (15,402.51) | (13,575.93) |
Production and operating expenses | | (5,152.99) | (5,153.45) |
Production and similar taxes | | (1,408.21) | (1,402.19) |
Depreciation, amortization, impairments and write-ups | 22 | (4,037.55) | (3,861.09) |
Selling, distribution and administrative expenses | | (1,345.18) | (1,245.87) |
Exploration expenses | | (57.61) | (126.20) |
Other operating expenses | 21 | (2,086.32) | (361.43) |
Operating result | 26 | 2,671.50 | 4,723.50 |
Interest income | 23 | 1,433.52 | 842.97 |
Interest expenses | 23 | (716.87) | (762.87) |
Other financial income and expenses | 24 | 23.18 | (25.20) |
Net financial result | | 739.83 | 54.90 |
Profit before tax | | 3,411.33 | 4,778.40 |
Taxes on income | 25 | (343.77) | (634.49) |
Net income for the year | | 3,067.56 | 4,143.91 |
| | | |
| 2025 | 2024 |
Net income for the year | 3,067.56 | 4,143.91 |
Gains/(losses) on hedges arising during the year | - | (23.22) |
Reclassification of (gains)/losses on hedges to income statement | - | 16.91 |
Total of items that may be reclassified ("recycled") subsequently to the income statement | - | (6.31) |
Remeasurement gains/(losses) on defined benefit plans | (7.98) | 0.02 |
Gains/(losses) on equity instruments | - | (6.13) |
Gains/(losses) on hedges that are subsequently transferred to the carrying amount of the hedged item | - | (4.64) |
Total of items that will not be reclassified ("recycled") subsequently to the income statement | (7.98) | (10.75) |
Income tax relating to items that may be reclassified ("recycled") subsequently to the income statement | - | 1.01 |
Income tax relating to items that will not be reclassified ("recycled") subsequently to the income statement | 1.28 | 1.72 |
Total income tax relating to components of other comprehensive income | 1.28 | 2.73 |
Other comprehensive income/(loss) for the year, net of tax | (6.70) | (14.33) |
Total comprehensive income for the year | 3,060.86 | 4,129.58 |
| | |
Statement of changes in equity for the year ended December 31, 2025
| Share capital | Revenue reserves | Cash flow hedge reserve | Other reserves | Treasury shares | Total equity |
Balance at January 1, 2025 | 6,231.17 | 31,389.91 | - | - | (0.02) | 37,621.06 |
Net income for the year | - | 3,067.56 | - | - | - | 3,067.56 |
Other comprehensive income/(loss) for the year | - | (6.70) | - | - | - | (6.70) |
Total comprehensive income for the year | - | 3,060.86 | - | - | - | 3,060.86 |
Dividends distribution | - | (4,012.86) | - | - | - | (4,012.86) |
Balance at December 31, 2025 | 6,231.17 | 30,437.91 | - | - | (0.02) | 36,669.06 |
| | | | | | |
Statement of changes in equity for the year ended December 31, 2024
| Share capital | Revenue reserves | Cash flow hedge reserve | Other reserves | Treasury shares | Total equity |
Balance at January 1, 2024 | 6,231.17 | 31,693.94 | 5.30 | - | (0.02) | 37,930.39 |
Net income for the year | - | 4,143.91 | - | - | - | 4,143.91 |
Other comprehensive income/(loss) for the year | - | (5.13) | (9.20) | - | - | (14.33) |
Total comprehensive income/(loss) for the year | - | 4,138.78 | (9.20) | - | - | 4,129.58 |
Dividends distribution | - | (4,442.81) | - | - | - | (4,442.81) |
Reclassification of cash flow hedges to balance sheet | - | - | 3.90 | - | - | 3.90 |
Balance at December 31, 2024 | 6,231.17 | 31,389.91 | - | - | (0.02) | 37,621.06 |
| | | | | | |
For details on equity components, see Note 12.
| Notes | 2025 | 2024 |
Profit before tax | | 3,411.33 | 4,778.40 |
Dividend income | | (778.13) | (688.87) |
Interest income | 23 | (1,263.60) | (806.01) |
Interest expenses and other financial expenses | 23, 24 | 162.75 | 126.99 |
Net movement in provisions and allowances for: | | | |
- Inventories | | 32.14 | 19.14 |
- Receivables and other assets | | 1,543.67 | (46.54) |
- Pensions and similar liabilities | | (19.76) | (4.34) |
- Decommissioning and restoration obligations | | 121.96 | (43.59) |
- Other provisions for risks and charges | | 84.49 | 8.08 |
Net gains on the disposal of businesses and non-current assets | 19,21 | (10.41) | (27.94) |
Depreciation, amortization and impairments including write-ups | 22 | 4,047.12 | 3,889.30 |
Dividends received | | 734.41 | 688.87 |
Interest received | | 1,208.90 | 863.21 |
Interest and other financial costs paid | | (169.96) | (117.56) |
Tax on profit paid | | (570.59) | (802.42) |
Other items | 29 | (635.78) | (1,091.40) |
Cash generated from operating activities before working capital movements | | 7,898.54 | 6,745.32 |
(Increase)/decrease in inventories | | (66.39) | (94.34) |
(Increase)/decrease in receivables and other assets | | 316.92 | (1,230.70) |
Increase/(decrease) in liabilities | | 328.45 | 282.31 |
Cash flow from operating activities | | 8,477.52 | 5,702.59 |
Investments | | | |
Intangible assets and property, plant and equipment | | (6,300.68) | (5,565.43) |
Investments and other financial assets | 29 | (755.75) | (1,299.79) |
Net loans reimbursed by/(given to) affiliates | 29 | (354.16) | (92.65) |
Divestments and other investing cash inflows | | | |
Cash inflows in relation to non-current assets and financial assets | 29 | 1,210.88 | 1,536.63 |
Cash inflows from transfer of business | 29 | - | 10.86 |
Cash flow from investing activities | | (6,199.71) | (5,410.38) |
Net increase in/(repayment of) loans taken from subsidiaries | 29 | 92.34 | 453.52 |
Net repayments of other borrowings | 29 | (636.99) | (369.78) |
Dividends paid | | (3,925.07) | (4,410.31) |
Cash flow from financing activities | | (4,469.72) | (4,326.57) |
Effect of foreign exchange rate changes on cash and cash equivalents | | (1.36) | 3.62 |
Net decrease in cash and cash equivalents | | (2,193.27) | (4,030.74) |
Cash and cash equivalents at the beginning of the year | | 8,919.41 | 12,950.15 |
Cash and cash equivalents at the end of the year | 29 | 6,726.14 | 8,919.41 |
| | | |
1.LEGAL PRINCIPLES AND BASIS OF PREPARATION
OMV Petrom S.A., with its headquarter based at 22 Coralilor Street, 013329 Bucharest, Romania, hereinafter referred to also as “the Company” or “OMV Petrom”, has activities in Exploration and Production (E&P), Refining and Marketing (R&M) and Gas and Power (G&P) business segments and it is listed on Bucharest Stock Exchange under “SNP” code.
Stockholders’ structure as at December 31, 2025 and 2024
| Percent 2025 | Percent 2024 |
OMV Aktiengesellschaft | 51.157% | 51.157% |
Romanian State | 20.698% | 20.698% |
Natural and legal persons | 28.145% | 28.145% |
Total | 100.000% | 100.000% |
| | |
Statement of compliance
These separate financial statements (“financial statements”) of the Company have been prepared as required by law, in accordance with Minister of Public Finance Order no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards, with all subsequent modifications and clarifications.
The list of investments held by the Company in other entities and details about these investments are presented in Note 8.
The accounting method used for reflecting the investments in these separate financial statements is presented in Notes 4.3 i) and 4.3 r).
The Company also prepares consolidated financial statements in accordance with IFRS as endorsed by the European Union (EU), which are available on the Company’s website:
The financial year corresponds to the calendar year.
Basis of preparation
The financial statements of OMV Petrom S.A. are presented in RON (“Romanian Leu”) and are prepared using going concern principles. All values are presented in millions, rounded to the nearest two decimals. Accordingly, there may be rounding differences. The financial statements have been prepared on the historical cost basis, except for certain items that have been measured at fair value as described in Note 4 Accounting and valuation principles. For details on fair value of financial assets and liabilities see Note 30.
2.EFFECTS OF CLIMATE CHANGE AND ENERGY TRANSITION
OMV Petrom has considered the short- and long-term effects of climate change and the energy transition in preparing the financial statements. They are subject to uncertainty and they may have a significant impact on the assets and liabilities currently reported by the Company.
The Company is exposed to climate-related risks, such as risks associated with the energy transition, including risks for stranded assets, decrease in demand for fossil products, and regulatory risks. The risks from climate change and their management are described in the Sustainability Statement chapter, part of the Directors’ Report, included in the Report of the governing bodies in the Annual Report.
The Company’s targets and commitments to decarbonization
In 2021, the Company defined the first time 2030 targets for its emissions reductions and stated its commitment to achieving net-zero operations (Scopes 1 and 2) in 2050. We continue our relentless efforts to reduce our emissions from operations (Scopes 1 and 2), targeting an absolute reduction of 30% by 2030, when compared to the baseline year of 2019. In light of current market conditions and the broader economic environment, we are reassessing some of our Scope 3-targets. We remain committed to pursuing sustainable decarbonisation, in line with the evolving energy transition context: we are repacing our reduction target for the carbon intensity of our energy supply
i in 2030 to 10% from 20% before. This target covers Scope 1 direct GHG emissions and Scope 2 indirect GHG emissions for fully owned assets and assets where OMV Petrom's interest is less than 100% but more than 50%, and where OMV Petrom operates a joint venture and Scope 3 indirect GHG emissions from category 11 (use of sold products) to third parties. Our focus remains on reducing absolute GHG emissions from our operations and increasing the share of low and zero-carbon energy products in our portfolio. In addition we have decided to withdraw the previously communicated 2030 absolute Scope 1–3 reduction target.
OMV Petrom Group allocated for the period 2025-2030 approximately RON 10 billion gross capital expenditure to projects relating to sustainable business transformation, development of low-carbon business solutions, and operational efficiency measures.
Effects on estimation uncertainty
The significant accounting estimates performed by management incorporate the future effects of OMV Petrom’s own strategic decisions and commitments on having its portfolio aligned with the energy transition targets, short and long-term impacts of climate risks and the energy transition to lower carbon energy sources, together with management’s best estimate on global supply and demand, including forecast commodities prices.
Nevertheless, there is significant uncertainty surrounding the changes in the mix of energy sources over the next 30 years and the extent to which such changes will meet the ambitions of the Paris Agreement. While companies can commit to such ambitions, financial reporting under IFRS requires the use of assumptions that represent management’s current best estimate of the range of expected future economic conditions, which may differ from such targets. These assumptions include expectations of future worldwide decarbonization efforts and the transition of economies to net zero emissions.
The Company uses two different scenarios: the base case and the “net zero emissions by 2050” case. The scenarios differ in the underlying expectations of the pace of future worldwide decarbonization and lead to different assumptions for demand, prices and margins of fossil commodities.
The
base case is guided by the IEA Stated Policies Scenario (STEPS)
ii. It considers specific energy, climate, and related industrial policies that have been adopted or put forward, as well as policy intentions not yet codified into law but supported by markets, infrastructure, and financial conditions. The STEPS scenario is not in line with the goals of the Paris agreement of holding warming to well below 2°C above pre-industrial levels. Underlying supply and demand are inspired by STEPS and the corresponding price assumptions were developed internally. The base case is used for mid-term planning as well as for estimates relating to the measurement of various items in the financial statements, including impairment testing of non-financial assets and the measurement of provisions.
In the prior year, the base case price assumptions applied by the Company were inspired by the IEA Announced Pledges Scenario (APS) which was no longer included in the World Energy Outlook published by the IEA in October 2025. Compared to the APS scenario, which was based on the assumption that all decarbonization pledges announced by governments around the world are met on time and in full, the STEPS scenario assumes higher trajectories for oil and gas demand and lower growth rates for renewables. This change in the underlying energy transition pathway resulted in higher oil and gas prices applied in the 2025 mid-term planning and impairment testing in comparison to the previous year.
The “net zero emissions by 2050” case which is based on a faster decarbonization path than the base case is used for calculating sensitivities in order to recognize the uncertainty of the pace of the energy transition and to better understand the financial risk of the energy transition on the Company’s existing assets. The assumptions used in this case are in line with the Net Zero Emissions by 2050 (NZE) scenario modeled by the IEAii. It shows a pathway for the global energy sector to achieve net zero GHG emissions by 2050 and is compatible with limiting the temperature increase to 1.5°C by 2100.
For investment decisions, business cases are calculated using the price and demand assumptions according to the base case. These assumptions are the same as for mid-term planning and impairment tests. In addition, a stress test based on the commodity price assumptions of the “net zero emissions by 2050” scenario is mandatory for all investment decisions in order to assess the risk of stranded assets in this decarbonization scenario.
Recoverability of assets
The following table summarizes the carrying amounts of the intangible assets and Property, plant and equipment (PPE) disaggregated according to the type of assets:
Carrying amounts as of December 31, 2025
(RON million) | Segment | Intangible assets | Property, plant and equipment |
Refining and other related assets | Refining and Marketing | 19.92 | 6,155.01 |
Oil and gas exploration and evaluation | Exploration and Production | 423.15 | - |
Oil and gas production | Exploration and Production | 2.77 | 26,342.12 |
Power plant, gas assets and other | Gas and Power | 80.04 | 1,408.45 |
Other | Corporate and Other | 0.02 | 467.47 |
Total | | 525.90 | 34,373.05 |
| | | |
Carrying amounts as of December 31, 2024
(RON million) | Segment | Intangible assets | Property, plant and equipment |
Refining and other related assets | Refining and Marketing | 13.48 | 5,537.72 |
Oil and gas exploration and evaluation | Exploration and Production | 400.76 | - |
Oil and gas production | Exploration and Production | 2.94 | 22,096.95 |
Power plant, gas assets and other | Gas and Power | 85.65 | 1,347.55 |
Other | Corporate and Other | 0.05 | 450.09 |
Total | | 502.88 | 29,432.31 |
| | | |
Commodity price assumptions have a significant impact on the recoverable amounts of Exploration & Evaluation (E&E) assets and PPE. For the impairment tests, the price set as defined for mid-term planning and derived from the base case as described above was used. Costs for CO2 emissions are taken into account to the extent that carbon pricing schemes are in place. Disclosures on the impairment tests are included in Note 3c) Judgements, estimates and assumptions and Note 22 Cost information.
The base case oil and CO2 price assumptions and the exchange rates RON-USD and RON-EUR used for impairment testing are listed below (in 2025 real terms for 2025 and 2024 real terms for 2024):
2025 Oil and CO2 price assumptions for base case and impairment testing
| | 2026 | 2027 | 2028 | 2029 | 2030 | 2040 | 2050 |
Brent oil price (USD/bbl) | | 64 | 67 | 71 | 69 | 68 | 71 | 71 |
RON/USD exchange rate | | 4.43 | 4.43 | 4.43 | 4.43 | 4.43 | 4.43 | 4.43 |
Brent oil price (RON/bbl) | | 283 | 298 | 313 | 307 | 301 | 317 | 316 |
CO2 price EUA (EUR/t) | | 74 | 88 | 102 | 102 | 100 | 135 | 143 |
RON/EUR exchange rate | | 5.10 | 5.10 | 5.10 | 5.10 | 5.10 | 5.10 | 5.10 |
CO2 price EUA (RON/t) | | 375 | 448 | 518 | 518 | 508 | 690 | 732 |
| | | | | | | | |
2024 Oil and CO2 price assumptions for base case and impairment testing
| 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | 2040 | 2050 |
Brent oil price (USD/bbl) | 73 | 72 | 71 | 69 | 68 | 67 | 63 | 56 |
RON/USD exchange rate | 4.64 | 4.43 | 4.43 | 4.43 | 4.43 | 4.43 | 4.43 | 4.43 |
Brent oil price (RON/bbl) | 341 | 320 | 314 | 308 | 302 | 296 | 280 | 247 |
CO2 price EUA (EUR/t) | 69 | 86 | 104 | 111 | 118 | 125 | 147 | 147 |
RON/EUR exchange rate | 5.10 | 5.10 | 5.10 | 5.10 | 5.10 | 5.10 | 5.10 | 5.10 |
CO2 price EUA (RON/t) | 350 | 441 | 529 | 566 | 602 | 636 | 750 | 750 |
| | | | | | | | |
Sensitivities based on the “net zero emissions by 2050” climate scenario have been calculated to test the resilience of assets against the risks of the energy transition.
The assumptions of the oil and CO2 price used in the sensitivity analysis are included in the table below (in 2025 real terms):
2025 Oil and CO2 price assumptions for “net zero emissions by 2050” sensitivities
| | 2026 | 2027 | 2028 | 2029 | 2030 | 2040 | 2050 |
Brent oil price (USD/bbl) | | 64 | 59 | 54 | 49 | 44 | 32 | 27 |
RON/USD exchange rate | | 4.43 | 4.43 | 4.43 | 4.43 | 4.43 | 4.43 | 4.43 |
Brent oil price (RON/bbl) | | 283 | 261 | 239 | 217 | 195 | 140 | 118 |
CO2 price EUA (EUR/t) | | 78 | 91 | 104 | 116 | 127 | 186 | 227 |
RON/EUR exchange rate | | 5.10 | 5.10 | 5.10 | 5.10 | 5.10 | 5.10 | 5.10 |
CO2 price EUA (RON/t) | | 400 | 466 | 530 | 591 | 649 | 950 | 1,158 |
| | | | | | | | |
The “net zero emissions by 2050” sensitivities for oil and gas assets were calculated using a simplified method and are based on a discounted cash flow model in line with the impairment testing calculations. The cash flows are based on adjusted mid-term planning for the next three years and life of field planning for the remaining years until abandonment. The “net zero emissions by 2050” case does not include any changes to input factors other than prices and volumes. The calculation considers an earlier economic cut-off date for oil and gas fields if the revenues impacted by lower prices are not sufficient to cover the costs. But it especially does not take into account any restructurings, cost reduction measures, divestments or other changes in the business plans that are not included in the base case. The amounts presented therefore should not be seen as a best estimate of an expected impairment impact following such a scenario.
The CO2 costs considered for oil and gas assets are based on the CO2 prices in the IEA NZE by 2050 scenario. CO2 costs are included for 100% of OMV Petrom’s share of direct emissions.
The sensitivities calculated based on the “net zero emissions by 2050” case indicate that there is a risk of impairments of oil and gas assets. The carrying amounts of the oil and gas assets with proved reserves would decrease by RON 12 billion. In addition, all oil and gas assets with unproved reserves would be abandoned with a pre-tax loss of RON 0.4 billion. The total post-tax impact on profit or loss would be RON 10 billion.
OMV Petrom plans to transform its refinery so that it will stay competitive as the decarbonization of fossil fuels progresses. A production portfolio will be developed to adapt the refinery for renewable fuels and sustainable feedstocks production.
OMV Petrom’s refining indicator margins applied for impairment testing average USD 7.3/bbl for the 15 years until 2040. The utilization rates assumed in the impairment test average 92% for the 15 years until 2040.
Given the high level of uncertainty and the complexity of the interplay between various driving factors in a “net zero emissions by 2050” climate scenario for the refinery, sensitivities based on changes in operating result are disclosed.
A decrease in the operating result of 20% over the entire cash flow projection period and in the terminal value would not result in impairment of the Petrobrazi refinery.
The carrying amounts of assets in the G&P segment are not expected to be at risk in “net zero emissions by 2050” scenario.
Useful life
The pace of the energy transition may have an impact on the remaining useful life of assets. OMV Petrom has already started implementing an investment program to transform its refinery and retail assets. It is, therefore, predicted that the energy transition will not have a material impact on the expected useful life of existing property, plant, and equipment in the R&M segment.
In the E&P segment, oil and gas assets are depreciated using the unit-of-production method as described in Note 4.3 e) which is based on proved reserves. According to the current production plans, 44% of proved reserves as of December 31, 2025, will be left by 2030, 5% by 2040, and nil by 2050. The existing oil and gas assets with proved reserves (without considering any future investments) will therefore be significantly depreciated by 2030 and fully depreciated by 2050.
As OMV Petrom doesn’t see the existing assets in the G&P segment materially impacted by the energy transition, there is also no material impact on useful lives in this segment expected.
Decommissioning provisions
The carrying amounts and maturity profile of decommissioning provisions are as follows:
Estimation of maturities and cash outflows of decommissioning and restoration obligations
| 2025 | |
(RON million) | Carrying amount | Undiscounted inflated costs |
≤1 year | 425.04 | 453.38 |
1 – 10 years | 4,254.82 | 6,206.17 |
11 – 20 years | 5,555.80 | 13,884.08 |
21 – 30 years | 140.66 | 540.87 |
>30 years | - | - |
Total | 10,376.32 | 21,084.50 |
| | |
| 2024 | |
(RON million) | Carrying amount | Undiscounted inflated costs |
≤1 year | 271.35 | 293.60 |
1 – 10 years | 3,393.19 | 5,226.15 |
11 – 20 years | 4,674.13 | 13,033.33 |
21 – 30 years | 245.20 | 1,158.41 |
>30 years | - | - |
Total | 8,583.87 | 19,711.49 |
| | |
The speed of the energy transition will influence the timing of the decommissioning of oil and gas wells and facilities. In the “net zero emissions by 2050” scenario, some oil and gas fields could be shut down earlier. Given the low real interest rates used in the calculation and assuming a similar yearly abandonment capacity, there would not be any material impact on the book value of the decommissioning provisions.
For Petrobrazi refinery site built on owned land, no decommissioning provisions are recognized considering that this plant is a long-lived asset that will continue to be used in an energy transition scenario. There are significant investments planned in the coming years with the goal of transforming the refinery site in the direction of renewable fuels and sustainable feedstock production and implementation of these plans already started.
Deferred tax assets
In the “net zero emissions by 2050” scenario, based on the simplified recoverability analysis, deferred tax assets related to additional impairments would be considered recoverable.
Impact on ability to pay dividends
The management assessed the impact of the “net zero emissions by 2050” scenario on the ability of OMV Petrom to pay dividends. The potential impairment loss in this scenario in the period 2025 would not impact the ability to pay dividends in 2026 because of the strong result and financial reserves at the level of the financial statements of OMV Petrom which are the basis for dividend payments.
Emissions certificates and CO2 costs
Directive 2003/87/EC of the European Parliament and the European Council established a greenhouse gas emissions trading scheme, requiring member states to draw up national plans to allocate emissions certificates. The directive sets up a cap-and-trade system, where a cap is placed on the total amount of certain greenhouse gases that can be emitted by installations covered by the system. Companies report their emissions annually and surrender enough allowances to cover their emissions. Romania was admitted to the scheme in January 2007, when it joined the EU.
Under this scheme, OMV Petrom S.A. is entitled to a yearly allocation of free emissions certificates and purchases additional certificates for any remaining shortfall.
Total expensed CO2 costs amounted to RON 916.21 million in 2025 (2024: RON 829.45 million). The provisions for CO2 emissions are presented within current other provisions and amounted to RON 916.94 million in 2025 (2024: RON 829.45 million). The accounting policies for emissions certificates are described in Note 4 Accounting and valuation principles.
In 2026, OMV Petrom expects to surrender 2,791 thousand emissions certificates from the European Emissions Trading Scheme.
Emissions certificates1
Number of certificates, in thousands
European Trading Scheme | December 31, 2025 | December 31, 2024 |
Certificates held as of January 1 | 3,209 | 2,910 |
Free allocation for the year | 549 | 549 |
Certificates surrendered2 | 2,922 | 2,496 |
Net purchases/(sales) during the year | 2,017 | 2,246 |
Certificates held as of December 313 | 2,853 | 3,209 |
| | |
1 One certificate entitles the holder to emit 1 t of green house gases (in CO2e) during a defined period of time.
2 According to verified emissions for the prior year.
3 Amounts in balance related to emission rights are presented in Note 10 Other assets.
3.JUDGMENTS, ESTIMATES AND ASSUMPTIONS
Preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets, liabilities, income and expenses, as well as the disclosures in the notes. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors that are deemed reasonable at the date of preparation of these financial statements. However, uncertainty about these assumptions and estimates could result in actual outcomes that may differ from these estimates and may require a material adjustment to the carrying amount of the assets or liabilities affected in future periods.
Other disclosures relating to the Company’s exposure to risks and uncertainties in relation to capital management and financial risk management and policies are included in Note 33.
Changes in estimates are accounted for prospectively.
Correction of material prior period errors is made retrospectively, through retained earnings, by restating the comparative amounts for the prior period(s) presented in which the error occurred or if the error occurred before the earliest prior period presented, restating the opening balances of assets, liabilities and equity for the earliest prior period presented. Errors which are not material are corrected in the period when they are discovered, through the income statement.
Significant estimates and assumptions were required in particular with regards to the effects from the climate crisis and energy transition. These estimates and assumptions are described in Note 2 Effects of climate change and energy transition.
Estimates and assumptions
The key assumptions concerning the future and other key sources of uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market change or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
a) Oil and gas reserves
The oil and gas reserves are estimated by the Company’s petroleum experts in accordance with internal regulations which are aligned with international and industry agreed standards based on the availability of geological and engineering data, reservoir performance data, drilling of new wells and commodity prices, and reassessed at least once per year. The estimates are reviewed externally periodically (usually every two years). The last external assessment for oil and gas reserves for traditional portfolio was performed in 2025 for the reserves evaluated as of year-end 2024.
The oil and gas assets are depreciated on a unit of production basis at a rate calculated by reference to either total proved or proved developed reserves (please refer to depreciation, amortization and depletion accounting policy below), determined as presented above. Changes to the estimates of oil and gas reserves impact prospectively the amount of amortization and depreciation. The carrying amount of oil and gas assets at December 31, 2025 is shown in Notes 6 and 7.
The level of estimated reserves is also a key determinant in assessing whether the carrying value of any of the Company’s development and production assets should be impaired. Downward revisions of these estimates could lead to impairment of the asset’s carrying amount.
b) Provisions for decommissioning and restoration obligations
The Company’s core activities regularly lead to obligations related to dismantling and removal, asset retirement and soil remediation activities. These decommissioning and restoration obligations are principally of material importance in the Exploration and Production segment (oil and gas wells, onshore and offshore facilities). At the time the obligation arises, it is provided for in full by recognizing the present value of future decommissioning and restoration expenses as a liability. An equivalent amount is capitalized as part of the carrying amount of long-lived assets. Any such obligation is calculated on the basis of best estimates.
Decommissioning costs will be incurred by the Company at the end of the operating life of some of the facilities and properties.
Estimates of future restoration costs are based on current contracts concluded with suppliers, reports prepared by OMV Petrom experts or by independent contractors, as well as past experience. Any significant downward changes in the expected future costs or postponement in the future affect both the provision and the related asset, to the extent that there is sufficient carrying amount. Otherwise the provision is reversed to income. Significant upward revisions trigger the assessment of the recoverability of the underlying asset.
Provisions for decommissioning and restoration costs require estimates of discount rates and inflation rates, which have a material effect on the amount of the provisions (see Note 13).
The ultimate decommissioning and restoration costs are uncertain and cost estimates can vary in response to many factors including changes to relevant legal requirements, the emergence of new restoration techniques or experience at other production sites. The expected timing and amount of expenditure can also change, for example, in response to changes in reserves or changes in laws and regulations or their interpretation. As a result, there could be significant adjustments to the provisions established which would affect future results.
c) Impairment of non-financial assets
The Company assesses each asset or cash generating unit (CGU) at each reporting period to determine whether any indication of impairment exists or whether past impairments should be reversed. When an indicator exists, a formal estimate of the recoverable amount is made, which is considered to be the higher of the fair value less costs to sell and value in use. The assessments require the use of different estimates and assumptions depending on the business such as prices, discount rates, reserves, growth rates, gross margins and spark spreads. The key estimates and assumptions used bear the risk of change due to the inherent volatile nature of various macro-economic factors and the uncertainty in asset or CGU specific factors like reserve volumes and production profiles, which can impact the recoverable amount of assets and/or CGUs. Changes in the economic situation, expectations about climate-related risks or other facts and circumstance might require a revision of these assumptions and could lead to impairments of assets or reversals of impairments in the future. The impairments and reversals recognized in the reporting period are presented in Note 22 Cost information.
Significant assumptions
The price and margin assumptions used in impairment testing are based on management’s best estimate and were consistent with external sources. Whereas prices in the near term are anchored in recent forward prices and market developments, long term price assumptions are developed using a variety of long-term forecasts by reputable experts and consider long-term views of global supply and demand. The Company’s long-term assumptions take into consideration the impacts of the climate change and the energy transition to lower-carbon energy sources (see Note 2).
Impairment testing in Exploration and Production
The key valuation assumptions for the recoverable amounts of Exploration and Production assets are prices and margins, production volumes, exchange and discount rates. The production profiles were estimated based on reserves estimates (see Note 3 a)) and past experience and represent management’s best estimate of future production. The cash-flow projections for the first three years are based on the mid-term plan and thereafter on a “life of field” planning and therefore cover the whole life term of the field.
The oil price sets used for the value in use calculations are included in Note 2 Effects from climate change and energy transition.
In 2025, the Company updated its mid- and long-term assumptions, resulting in net impairments for tangible assets in the Exploration and Production segment of RON 616 million, before tax, reported in the line “Depreciation, amortization, impairments and write-ups”. These impairments are related to certain oil and gas assets and are mainly due to higher production decline for some mature fields and increased Exploration and Production taxation in the context of the agreed principles between OMV Petrom and the Romanian state for 15 years extension of production licenses. The recoverable amount of related assets, determined based on the value in use, was RON 11,020 million. The after-tax discount rate applied was 9%.
In 2024, the Company updated its mid- and long-term assumptions. These led to impairments for tangible assets in the Exploration and Production segment of RON 604 million, before tax, reported in the line “Depreciation, amortization, impairments and write-ups”. These impairments are related to some oil and gas assets, being mainly driven by updated short-term general operating costs increase in the context of high inflationary pressure. The recoverable amount of impaired assets amounted to RON 3,338 million. The after-tax discount rate used was 9.5%. The recoverable amount was based on the value in use.
Impairment testing in Refining and Marketing
In the Refining and Marketing business, besides discount rates, the recoverable amounts are mainly impacted by the indicator refinery margin and the utilization rate in the refinery and by the retail margin and sales volumes in retail.
In 2025, based on management estimations it was concluded that there were no triggering indicators in Refining and Marketing.
In 2024, following the analysis of the triggering indicators an impairment test was performed for Petrobrazi refinery which showed no impairment.
Impairment testing in Gas and Power
In the Gas and Power business, besides discount rates, the main valuation assumptions for the calculation of the recoverable amounts are the captured spark spreads (being the differences between the captured electricity prices and the cost of gas and cost of CO2 certificates) and net electrical output for the power plant. The assumptions used for prices are based on management’s best estimate, considering specifics of local market as well as the correlation between the local and regional markets.
In 2025 and 2024, based on management estimations it was concluded that there were no triggering indicators for performing an impairment test in Gas and Power.
d) Exploration and evaluation expenditure
The application of the Company’s accounting policy for exploration and evaluation expenditure requires judgment in determining whether it is probable that future economic benefits are likely either from future operation or from sale or whether activities have not reached a stage which permits a reasonable assessment of the existence of reserves. The determination of reserves and resources is itself an estimation process that involves varying degrees of uncertainty depending on sub-classification and these estimates directly impact the point of deferral of exploration and evaluation expenditure.
The deferral policy requires management to make certain estimates and assumptions as to future events and circumstances, in particular whether an economically viable extraction operation can be established. Any such estimates and assumptions may change as new information becomes available. If, after expenditure is capitalized, information becomes available suggesting that the recovery of the expenditure is unlikely, the relevant capitalized amount is written off in the income statement in the period when the new information becomes available. The exploration and evaluation expenditure capitalized is presented under intangible assets in the statement of financial position.
e) Recoverability of Romanian State receivable
The management is periodically assessing the receivable from the Romanian State related to obligations for decommissioning and environmental costs, which was recognized based on the privatization agreement. The assessment process is considering, inter alia, the history of amounts claimed, documentation process related requirements, potential litigation or arbitration proceedings and any facts and circumstances with impact on the receivable recoverability. In accordance with the relevant accounting standards, the receivable is reflected in the balance sheet when the recovery is considered virtually certain.
Judgments
In the process of applying the Company’s accounting policies, the following judgments were made, particularly with respect to the following:
f) Cash generating units
Management exercises judgment in determining the appropriate level of grouping Exploration and Production assets into CGUs, in particular with respect to the Exploration and Production assets which share significant common infrastructure and are consequently grouped into the same CGU.
g) Contingencies
By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events.
h) Lease term and incremental borrowing rate
OMV Petrom determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Company has lease contracts which include prolongation and termination options. When determining the lease term to be used for the measurement of the lease, the Company takes into account all the relevant facts and circumstances that create an economic incentive for exercising either the extension or termination option of the lease term, such as market factors, the extent of oil and gas reserves or other relevant facts. Optional periods not taken into account in the measurement of the leases exist mainly for Exploration and Production equipment.
The Company cannot readily determine the interest rate implicit in its leases. Therefore, it uses the relevant incremental borrowing rates to measure lease liabilities. These incremental borrowing rates were determined taking into consideration factors such as the term of the lease, credit risk, currency in which the lease was denominated and economic environment.
4.ACCOUNTING AND VALUATION PRINCIPLES
4.1. Changes in accounting policies
The Company’s adopted Amendments to IAS 21: Lack of Exchangeability on January 1, 2025, which did not have any material impact on OMV Petrom separate financial statements.
4.2. Accounting standards issued not yet mandatory
The Company has not applied the following standards and amendments to standards that have been issued but are not yet effective. EU endorsement is still pending in some cases.
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 will replace IAS 1 – Presentation of Financial Statements and applies for annual reporting periods beginning on or after January 1, 2027 and it introduces consequential amendments to IAS 7 – Statement of Cash Flows. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be significant.
OMV Petrom is currently working on the identification and assessment of all impacts of the new standard on OMV Petrom’s primary financial statements and notes. The following main impacts have been identified:
OMV Petrom expects that grouping items of income and expenses in the income statement into the new categories will impact how the operating result is calculated and reported. The main impact will be related to the net income from equity-accounted investments, which will, in the future, be reported in the investing category and therefore no longer included in the operating result. In addition, some items such as interest income and discounting expenses related to long term receivables will no longer be included in financial result but reported within operating result. These changes will not have any impact on the Company’s net income.
In the cash flow statement, the main impact will come from changes to the presentation of interest received and paid and dividends received. Interest and dividends received will be presented as cash flows from investing activities, which is a change from their current presentation as part of cash flow from operating activities. Interest paid will be presented as cash flow from financing activities and no longer presented within cash flow from operating activities.
New disclosures will be required for management-defined performance measures. In addition, a breakdown of the defined nature of expenses for line items presented by function in the operating category of the income statement will be disclosed.
OMV Petrom will apply the new standard from its mandatory effective date of January 1, 2027. Retrospective application is required, and so the comparative information for the financial year ending December 31, 2026, will be restated in accordance with IFRS 18.
Other accounting standards
The following amended accounting standards are not expected to have a significant impact on the Company’s financial statements:
Amendments to IFRSs | IASB effective date |
Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments | January 1, 2026 |
Annual Improvements to IFRS Accounting Standards - Volume 11 | January 1, 2026 |
Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature-dependent Electricity | January 1, 2026 |
Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates - Translation to a Hyperinflationary Presentation Currency | January 1, 2027 |
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4.3. Summary of accounting and valuation principles
Pre-licence costs are expensed in the period in which they are incurred. Pre-license prospecting is performed in the very preliminary stage of evaluation when trying to identify areas that may potentially contain oil and gas reserves without having physical access to the area. Related costs may include seismic studies, magnetic measurements, satellite and aerial photographs, gravity-meter tests etc.
b)Licence acquisition costs
Exploration licence acquisition costs are capitalized in intangible assets.
Licence acquisition costs are reviewed at each reporting date to confirm that there is no indication that the carrying amount exceeds the recoverable amount. This review includes confirming that exploration drilling is still under way or firmly planned, or that it has been determined, or work is under way to determine that the discovery is economically viable based on a range of technical and commercial considerations and sufficient progress is being made on establishing development plans and timing.
If no future activity is planned or the licence has been relinquished or has expired, the carrying value of the licence acquisition costs is written off through income statement.
Upon recognition of proved reserves and internal approval for development, the relevant expenditure is transferred to oil and gas assets within tangible assets.
c)Exploration and evaluation costs
Exploration expenses relate exclusively to the E&P business segment and comprise the costs associated with unproved reserves. These include geological and geophysical costs for the identification and investigation of areas with possible oil and gas reserves and administrative, legal and consulting costs in connection with exploration.
Exploration and evaluation costs are accounted for using the successful efforts method of accounting. Costs related to geological and geophysical activity are expensed as incurred. The costs associated to exploration and evaluation drilling are initially capitalized as oil and gas assets with unproved reserves until the existence or absence of potentially commercially viable reserves is determined. If prospects are subsequently deemed to be unsuccessful on completion of evaluation, the associated costs are included in the income statement for the year. If the prospects are deemed commercially viable, such costs are transferred to tangible oil and gas assets upon recognition of proved reserves and internal approval for development. The status of such prospects and related costs are reviewed regularly by technical, commercial and executive management including review for impairment 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, the costs are written off. Exploratory wells in progress at year-end which are determined to be unsuccessful subsequent to the date of the statement of financial position are treated as non-adjusting events, meaning that the costs incurred for such exploratory wells remain capitalized in the financial statements of the reporting period under review and will be expensed in the subsequent period.
d)Development and production costs
Development costs including costs incurred to gain access to proved reserves and to prepare development wells locations for drilling, to drill and equip development wells and to construct and install production facilities, are capitalized as oil and gas assets.
Production costs, including those costs incurred to operate and maintain wells and related equipment and facilities (including depletion, depreciation and amortization charges as described below) and other costs of operating and maintaining those wells and related equipment and facilities, are expensed as incurred.
e)Intangible assets and property, plant and equipment
Intangible assets and property, plant and equipment are recognized at cost of acquisition or construction (including costs of major inspection and general overhauls) and are presented net of accumulated depreciation and impairment losses.
The cost of purchased property, plant and equipment is the value of the consideration given to acquire the assets and the value of other directly attributable costs which have been incurred in bringing the assets to their present location and condition necessary for their intended use. The cost of self-constructed assets includes cost of direct materials, labour, overheads and other directly attributable costs that have been incurred in bringing the assets to their present location and condition. Oil and gas assets with proved reserves are included in property, plant and equipment and refer to Exploration and Production assets which are used in the Company's oil and gas production related activities.
Depreciation and amortization is calculated on a straight-line basis, except for Exploration and Production assets, where depletion occurs to a large extent on a unit-of-production basis. In the income statement, impairment losses for exploration assets are disclosed as exploration expenses, and those for other assets are reported within depreciation, amortization, impairments and write-ups line.
Intangible assets | Useful life (years) |
Goodwill | Indefinite |
Software | 3 – 5 |
Concessions, licences and other intangibles | 5 - 20, or contract duration |
Business-specific property, plant and equipment | |
Exploration and Production | Oil and gas core assets | Unit of production method |
Refining and Marketing | Storage tanks and refinery facilities | 20 – 40 |
Refining and Marketing | Pipeline systems | 20 |
Gas and Power | Gas pipelines | 20 - 30 |
Gas and Power | Gas fired power plant | 8 – 30 |
Other property, plant and equipment | |
Production and office buildings | 20 – 50 |
Other plant and equipment | 10 – 20 |
Fixtures and fittings | 5 – 10 |
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For the application of the unit of production depreciation method, the Company has separated the areas where it operates into regions. The unit of production factor is computed at the level of each productive region, based on the extracted quantities and the proved reserves or proved developed reserves as applicable.
Capitalized exploration and evaluation activities are generally not depreciated as long as they are related to unproved reserves but tested for impairment. Once the reserves are proved and commercial viability is established, the related assets are assessed for impairment and reclassified into tangible assets. Once production starts, depreciation commences. Capitalized development costs are generally depreciated based on proved developed reserves/ total proved reserves by applying the unit-of-production method once production starts.
The right-of-use assets are depreciated on a straight-line basis over the shorter of the asset’s useful life and the lease term.
An item of property, plant and equipment and any significant part initially recognized are derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognized.
Under the successful efforts method, individual mineral interests and other assets are combined to cost centers (fields, blocks, areas), which are the basis for depreciation and impairment testing. If single wells or other assets from a pooled depreciation base with proved reserves are abandoned, the accumulated depreciation for the single asset might be not directly identifiable. In general, irrespective if book values of abandoned assets are identifiable, no loss is recognized from the partial relinquishment of assets from a pooled depreciation base as long as the remainder of the group of properties continues to produce oil or gas. It is assumed that the abandoned or retired asset is fully amortized. The capitalized costs for the asset are charged to the accumulated depreciation base of the cost center.
Where an asset or part of an asset, that was separately depreciated and is now written off, is replaced and it is probable that future economic benefits associated with the item will flow to the Company, the expenditure is capitalized. Where part of the asset replaced was not separately considered as a component and therefore not depreciated separately, the replacement value is used to estimate the carrying amount of the replaced asset(s) which is immediately written off.
Assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Non-current assets and disposal groups are classified as held for sale if their carrying value will be recovered principally through a sale transaction rather than through continued use. This classification requires that the sale must be estimated as highly probable, and that the asset or disposal group must be available for immediate sale in its present condition. The highly probable criteria implies that management must be committed to the sale and an active plan to locate a buyer was initiated, the transaction should be expected to qualify for recognition as a completed sale within one year from the date of classification (except if certain conditions are met), the asset is actively marketed at a price that is reasonable in relation to its current fair value and it is unlikely that significant changes will occur to the sale plan or that the plan will be withdrawn. Property, plant and equipment and intangible assets are not depreciated or amortized once classified as held for sale.
Impairment of intangible assets and property, plant and equipment
Intangible assets, as well as property, plant and equipment (including oil and gas assets), are reviewed at reporting date for any indications of impairment. For intangible assets with indefinite useful lives, impairment tests are carried out annually. This applies even if there are no indications of impairment. Impairment tests are performed at the level of cash generating units which generate cash inflows that are largely independent of those from other assets or groups of assets.
If any indication exists, or when annual impairment test for an asset is required, the Company estimates the asset’s recoverable amount being the higher of fair value less costs of disposal and its value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. The pre-tax discount rate is determined by way of iteration. The cash flows are generally derived from recent budgets and planning calculations, which are prepared separately for each of the Company’s CGUs to which the individual assets are allocated.
If the carrying amount of an asset or cash generating unit exceeds its recoverable amount, the asset is considered impaired and an impairment loss is recognized to reduce the asset to its lower recoverable amount. Impairment losses are recognized in the income statement under depreciation, amortization, impairments and write-ups or under exploration expenses.
If the reasons for impairment no longer apply in a subsequent period, a reversal is recognized in the income statement. The increased carrying amount related to the reversal of an impairment loss shall not exceed the carrying amount that would have been determined (net of amortization and depreciation) if no impairment loss had been recognized in prior years.
f)Major maintenance and repairs
The capitalized costs of regular and major inspections and overhauls are separate components of the related asset or asset groups. The capitalized inspection and overhaul costs are amortized on a straight line basis, or on basis of the number of service hours or produced quantities or similar, if this better reflects the time period for the inspection interval (until the next inspection date).
Expenditure on major maintenance refits, inspections or repairs comprises the cost of replacement assets or parts of assets, inspection costs and overhaul costs. Inspection costs associated with major maintenance programs are capitalized and amortized over the period to the next inspection.
Cost of major remedial activities for wells workover, if successful, is also capitalized and depreciated using the unit-of-production method.
All other day-to-day repairs and maintenance costs are expensed as incurred.
g)Research and development
Expenditure related to research activities is recognized as expense in the period in which it is incurred. Research and development (R&D) expenses are presented in the income statement within the line Other operating expenses and include all direct and indirect materials, personnel and external services costs incurred in connection with the focused search for new insights related to the development and significant improvement of products, services and processes and in connection with research activities. Development costs are capitalized if the recognition criteria according to IAS 38 are fulfilled.
OMV Petrom as a lessee recognizes lease liabilities and right-of-use assets for lease contracts according to IFRS 16. It applies the recognition exemption for short-term leases and leases in which the underlying asset is of low value and therefore does not recognize right-of-use assets and lease liabilities for such leases. Leases to explore for and use oil and natural gas, which comprise mainly land leases used for such activities, are not in the scope of IFRS 16. The rent for these contracts is recognized on a straight-line basis over the contract term.
At the commencement date of the lease (i.e. the date the underlying asset is available for use), lease liabilities are recognized at the net present value of fixed lease payments and lease payments which depend on an index or rate over the determined lease term with the applicable discount rate. The amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there are changes in the lease term, lease payments or in the assessment of an option to purchase the underlying asset.
Right-of-use assets are recognized at commencement date and measured at the present value of the lease liability plus prepayments and initial direct costs and presented within property, plant and equipment. After the commencement date, right-of-use assets are measured at cost, less any accumulated depreciation and any accumulated impairment losses (see Note 4.3 e) and adjusted for any remeasurement of the lease liability, if the case.
Non-lease components are separated from the lease components for the measurement of right-of-use assets and lease liabilities.
Variable lease payments that do not depend on an index or a rate are recognized as expenses, in the period in which the event or condition that triggers the payment occurs.
OMV Petrom as a lessor entered into contracts which were assessed as operating leases, for which payments received for rent are recognized as revenue from rents and leases over the period of the lease.
Property held to earn rentals is classified as investment property and accounted for using the cost model.
Non-derivative financial assets
At initial recognition, OMV Petrom classifies its financial assets as subsequently measured at amortized cost, fair value through other comprehensive income (FVOCI) or fair value through profit or loss (FVPL). The classification depends both on the Company’s business model for managing the financial assets as well as the contractual cash flow characteristics of the financial assets. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
Debt instruments are classified and measured at amortized cost as the following conditions are met:
These assets are subsequently measured at amortized cost using the effective interest method less any impairment losses. Interest income, impairment losses and gains or losses on derecognition are recognized in income statement. The Company’s financial assets at amortised cost include mainly investments in treasury bills and government bonds as well as trade receivables.
OMV Petrom recognizes allowances for expected credit losses (ECLs) for all financial assets measured at amortized costs. The ECL calculation is based on external or internal credit ratings of the counterparty, associated probabilities of default and loss given default. External credit rating is based mainly on reports issued by well-known rating agencies and is reflected in OMV Petrom by grouping financial assets in six risk classes (risk class 1 being the lowest risk category).
The probabilities of default used for each risk class, as presented in Note 9, are based on Standard & Poor’s average global corporate default rates. A loss given default of 45% (for 2025 and 2024) was applied for computation of ECL of financial assets which are not credit impaired.
ECLs are recognized in two stages:
i.Where there has not been a significant increase in the credit risk since initial recognition, credit losses are measured at 12 month ECLs. The 12 month ECL is the credit loss which results from default events that are possible within the next 12 months. The Company considers a financial asset to have low credit risk when its credit risk rating is equivalent to the definition of ‘investment grade’.
ii.Where there has been a significant increase in the credit risk since initial recognition, a loss allowance is required for the lifetime ECL, i.e. the expected credit losses resulting from possible default events over the expected life of a financial asset. For this assessment, OMV Petrom considers all reasonable and supportable information that is available without undue cost or effort. Furthermore, OMV Petrom assumes that the credit risk on a financial asset has significantly increased if it is more than 30 days past due. If the credit quality improves for a lifetime ECL asset, OMV Petrom reverts to recognizing allowances on a 12 month ECL basis. A financial asset is considered to be in default when the financial asset is 90 days past due unless there is reasonable and supportable information demonstrating that a more lagging default criterion is appropriate. A financial asset is written off when there is no reasonable expectation that the contractual cash flows will be recovered.
For trade receivables a simplified approach is adopted, where the impairment losses are recognized at an amount equal to lifetime expected credit losses. In case there are credit insurances or securities held against the balances outstanding, the ECL calculation is based on the probability of default of the insurer/securer for the insured/secured element of the outstanding balance and for the remaining amount on the probability of default of the counterparty.
Equity instruments which are held for strategic purposes and not for trading are irrevocably classified as measured at fair value through other comprehensive income.
Interests in subsidiaries, associates and joint ventures that are accounted for in accordance with IFRS 10 Consolidated Financial Statements, IAS 27 Separate Financial Statements, or IAS 28 Investments in Associates and Joint Ventures are measured at cost less any impairment losses.
OMV Petrom derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability that reflects the rights and obligations that the Company has retained. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.
Financial assets are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to the Company.
Rights to payments to reimburse the Company for expenditure required to settle a liability that is recognized as a provision in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets are outside the scope of IFRS 9. Receivable from the Romanian State falls under this category.
Non-derivative financial liabilities
Non-derivative financial liabilities are carried at amortized cost except for contingent consideration related to acquisition of financial assets, which is measured at fair value at the date of acquisition and subsequently measured at fair value with the changes in fair value recognized in income statement. Long-term liabilities are discounted using the effective interest rate method (EIR).
A financial liability (or a part of a financial liability) is removed from the statement of financial position when it is extinguished – i.e. when the obligation specified in the contract is discharged or cancelled or expires.
Derivative financial instruments and hedge accounting
Derivative financial instruments are used to hedge risks resulting from changes in currency exchange rates and commodity prices. Derivative instruments are recognized at fair value. Unrealized gains and losses are recognized as income or expense, except where hedge accounting according to IFRS 9 was applied.
At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which it wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge.
Those derivatives qualifying and designated as hedges are either (i) a fair value hedge when hedging exposure to changes in the fair value of a recognized asset or liability or (ii) a cash flow hedge when hedging exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction.
For cash flow hedges, the effective part of the changes in fair value is recognized in other comprehensive income, while the ineffective part is recognized immediately in the income statement. Where the hedging of cash flows results in the recognition of a non-financial asset or liability, the carrying value of that item will be adjusted for the accumulated gains or losses recognized directly in other comprehensive income.
As per IFRS 9 Financial Instruments, contracts to buy or sell non-financial items that can be settled net in cash or another financial instrument, or by exchanging financial instruments, as if the contracts were financial instruments, are accounted for as financial instruments and measured at fair value. Associated gains or losses are recognized in the income statement under sales revenues, purchases (net of inventory variation) or production and operating expenses.
However, commodity contracts that are entered into and continue to be held for the purpose of the receipt or delivery of non-financial items in accordance with the Company’s expected purchase, sale or usage requirements are not accounted for as derivative financial instruments, but rather as executory contracts and they fall under own use exemption. OMV Petrom enters into gas forward contracts with physical delivery, creating links within the value chain for the commodity. These contracts are not settled net. Therefore gas forward contracts fall under own use exemption as mentioned above.
OMV Petrom has contracted several long-term power purchase agreements (PPAs), which are kept in separate portfolios based on their characteristics: PPAs entered into and continue to be held for own use are accounted for as executory contracts; PPAs that can be settled net are accounted for as financial instruments and measured at fair value.
Borrowing costs directly attributable to the acquisition, construction or production of qualified assets are capitalized until these assets are substantially ready for their intended use or for sale. Borrowing costs include interest on bank short-term and long-term loans, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs. All other costs of borrowing are expensed in the period in which they are incurred.
Government grants – except for emission rights (see Note 4.3 n)) – are recognized in other operating income or deducted from the carrying amount of the related assets where it is reasonable to expect that the granting conditions will be met and that the grants will be received. These include also receivables from Romanian authorities in relation to compensations for sales at capped prices or other measures introduced via several Government Emergency Ordinances in order to mitigate the consequences of the energy crisis.
Inventories are recognized at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the normal course of activity less any selling expenses.
Cost of producing crude oil, natural gas and refined petroleum products is accounted on weighted average basis, and includes all costs incurred in the normal course of business in bringing each product to its present location and condition, including the appropriate proportion of depreciation, depletion and amortization and overheads based on normal capacity.
The inventories used in current activities or sold are discharged applying the weighted average cost method.
Appropriate allowances are made for any obsolete or slow moving stocks based on the management’s assessments.
Provisions are made for all present obligations (legal or constructive) to third parties resulting from a past event, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount of the obligation can be estimated reliably. Provision for individual obligations is based on the best estimate of the amount necessary to settle the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is applicable, the increase in the provision due to the passage of time is recognized as a finance cost.
Decommissioning and environmental obligations
The Company’s core activities regularly lead to obligations related to dismantling and removal, asset retirement and soil remediation obligations, more specifically consisting in:
These decommissioning and restoration obligations are mainly of material importance in the Exploration and Production segment (oil and gas wells, onshore and offshore facilities). At the time the obligation arises, it is provided for in full by recognizing the present value of future decommissioning and restoration expenses as a liability. An equivalent amount is capitalized as part of the carrying value of related property, plant and equipment. Any such obligation is calculated on the basis of best estimates. The capitalized asset is depreciated using the unit-of-production method for upstream activities and on straight-line basis for downstream assets.
Liabilities for environmental costs are recognized when a clean-up is probable and the associated costs can be reliably estimated. Generally, the timing of recognition of these provisions coincides with the commitment to a formal plan of action. The amount recognized is the best estimate of the expenditure required. Estimates of future remediation costs are based on current contracts concluded with suppliers, reports prepared by Company experts or by independent contractors, as well as past experience. Where the liability will not be settled for a number of years, the amount recognized is the present value of the estimated future expenditure.
Based on the privatization agreement of the Company, part of its decommissioning and environmental costs will be reimbursed by the Romanian State. The portion to be reimbursed by the Romanian State has been presented as receivable and reassessed in order to reflect the current best estimate of the costs at their present value, using the same discount rate as for the related provisions.
Changes in the assumptions related to decommissioning costs are dealt with prospectively, by recording an adjustment to the provision and a corresponding adjustment to property, plant and equipment (for OMV Petrom obligation) or to the related receivable from the Romanian State (for the works to be reimbursed by Romanian State).
Changes in the assumptions related to environmental costs are dealt with prospectively, by recording an adjustment to the provision and a corresponding adjustment in the income statement (for Company obligation) or to the related receivable from the Romanian State (for the works to be reimbursed by Romanian State).
The unwinding of the decommissioning and environmental provisions is presented as part of the interest expenses in the income statement, net of the unwinding of the related receivable from the Romanian State (for the works to be reimbursed by Romanian State).
The effect of changes in discount rate and timing assumptions for the receivable from the Romanian State which are additional to the changes in discount rates and timing assumptions for decommissioning costs and environmental costs is presented in the income statement under interest expenses or interest income.
Pensions and similar obligations
The Company has defined benefit plans and other benefits. Provisions for pensions and severance payments are calculated using the projected-unit-credit method, which divides the costs of the estimated benefit entitlements over the whole period of employment and thus takes future increases in remuneration into account. Actuarial gains/losses are recognized in full in the period in which they occur as follows: for retirement benefits in other comprehensive income (not reclassified to income statement in subsequent periods) and for other benefits in the income statement.
Provisions for restructuring programs are recognized if a detailed plan has been approved by management prior to the date of the statement of financial position, and an irrevocable commitment is thereby established. Voluntary amendments to employees’ remuneration arrangements are recognized if the respective employees have accepted the Company’s offer. Provisions for obligations under individual separation agreements are recognized at the present value of the obligation where the amounts and dates of payment are fixed and determined.
Emission allowances are measured at cost and presented within other short-term assets. Certificates received free of charge from governmental authorities (EU Emissions Trading Scheme for greenhouse gas emissions allowances) are recognized with acquisition cost of zero.
The emissions caused create an obligation to surrender emission rights. A provision is created for this obligation, which is valued at the market prices at the acquisition dates of the emission certificates acquired, forward market prices of open forward purchases and, for any remaining shortfall, at the market price as of reporting date.
o)Taxes on income and royalties
Current tax
Current income tax is the expected tax payable or receivable on the taxable net result for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. The taxable profit differs from the profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred income tax is recognized in respect of temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized except:
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in income statement.
Deferred tax assets and deferred tax liabilities at Company level are shown net if there is a legally enforceable right to offset and the deferred taxes relate to matters subject to the same tax jurisdiction.
The Company has applied the mandatory temporary exception to recognizing and disclosing information about deferred tax assets and liabilities arising from Pillar Two income taxes.
Production taxes
Royalties are based on the value of oil and gas production and are included in the income statement under production and similar taxes.
Revenues from contracts with customers
Revenue is generally recognized when control over a product or a service is transferred to a customer. It is measured based on the consideration expected to be entitled to according to the contract with a customer and excludes amounts collected on behalf of third parties.
When the performance obligation is not yet satisfied, but the consideration from customers is either received or due, OMV Petrom recognizes contract liabilities which are reported as other liabilities in the statement of financial position.
When goods such as crude oil, LNG, oil products and similar goods are sold, the delivery of each quantity unit normally represents a single performance obligation. Revenue is recognized when control of the goods has been transferred to the customer, which is the point in time when legal ownership as well as the risk of loss has passed to the customer and is determined on the basis of the Incoterm agreed in the contract with the customer. These sales are done with normal credit terms according to the industry standards.
In the R&M retail business, revenues from the sale of petroleum products are recognized at a point in time, when products are supplied to the customers. Depending on whether the Company acts as a principal or as an agent for the sale of shop merchandise, revenue and costs related to such sales are presented gross or net in the income statement. The Company acts as principal if it controls the goods before they are transferred to the customer. The Company has control over the goods when it bears the inventory risk before the goods have been transferred to the customers. A second indicator for having control of the goods before transferring them to the customer is the Company’s ability to establish the price of goods. For sales of non-oil products, the Company considers this as being a secondary criterion, therefore, if the Company has the ability to set the price but it does not have inventory risk before transferring the goods to the customer, it acts as an agent in providing the goods.
The Company’s gas and power supply contracts include a single performance obligation which is satisfied over the agreed delivery period. Revenue is recognized according to the consumption by the customer and in line with the amount to which the Company has a right to invoice. Gas and power deliveries are billed and paid on a monthly basis.
Power and gas sales are often subject to fees or tariffs for facilitating the transfer of goods and services. When the Company does not control the services related to such fees and tariffs before they are transferred to the customer and when it is not involved in the rendering of the service nor does it control the pricing, the Company is only an agent in providing these services.
As the revenues are recognized in the amount to which the Company has a right to invoice, OMV Petrom applies the practical expedient according to IFRS 15.121 in accordance with which the amount for unsatisfied remained performance obligations need not be disclosed.
Revenues from other sources
Revenues from other sources include mainly realized and unrealized results from power forward contracts and hedging of sales transactions, as well as rental and lease revenues.
Dividend and interest income
Dividend income from investments is recognized when the shareholder’s right to receive payment has been established. As the operational activities of consolidated subsidiaries, joint ventures and associated entities are similar in nature with the operational activities of OMV Petrom, being also under the control, joint control or significant influence of the Company, dividends receivable from these entities, as well as impairments or reversals of impairments related to the cost of investments in the respective entities are presented as part of the operating result of the Company.
Interest income is accrued using the effective interest rate, which is the rate that discounts the estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.
q)Cash and cash equivalents
Cash is considered to be cash on hand and in operating accounts in banks. Cash equivalents represent deposits and highly liquid short-term investments with original maturities of less than three months.
IFRS defines joint control as the contractually agreed sharing of control over an arrangement, which exists only when decisions about the relevant activities (i.e. activities that significantly affect the returns of the arrangement) require the unanimous consent of the parties sharing the control.
Classifying the joint arrangement as joint venture or joint operation requires the Company to assess their rights and obligations arising from the arrangement. Specifically, the Company considers:
Joint ventures are joint arrangements in which the parties that share control have rights to the net assets of the arrangement. Joint operations are joint arrangements in which the parties that share joint control have rights to the assets and obligations for the liabilities relating to the arrangement.
During 2025 and 2024, OMV Petrom finalized the acquisition of shares in several entities in which it has joint control and rights in their net assets and therefore are classified as joint ventures (see Note 8 for more details). The Company accounts for these joint ventures at cost in its separate financial statements.
As of December 31, 2025 and 2024 the Company had joint arrangements classified as joint operations, both structured and not structured through separate vehicles.
The Company 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, as well as its expenses, including its share of any expenses incurred jointly. The Company accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation, line by line, in its financial statements.
The material joint arrangements where OMV Petrom is partner are presented in Note 32.
5.FOREIGN CURRENCY TRANSACTIONS
Foreign currency transactions are recorded at the exchange rate ruling on transaction date. Monetary assets and liabilities denominated in foreign currency are converted into RON at the exchange rate on the reporting date, communicated by the National Bank of Romania:
Currencies | December 31, 2025 | December 31, 2024 |
Euro (EUR) | 5.0985 | 4.9741 |
US dollar (USD) | 4.3417 | 4.7768 |
| | |
All differences resulting from foreign currency amounts settlements are recognized in income statement in the period they occurred. Unrealized foreign exchange gains and losses related to monetary items are recognized in the income statement for the year. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.
The functional currency of the Company, assessed in accordance with IAS 21, is the RON.
Intangible assets for the year ended December 31, 2025
(RON million) | Concessions, licences and other intangible assets | Oil and gas assets with unproved reserves | Total |
COST | | | |
Balance as at January 1, 2025 | 1,313.68 | 917.99 | 2,231.67 |
Additions | 3.44 | 25.21 | 28.65 |
Transfers (Note 7) | 6.99 | 1.42 | 8.41 |
Disposals* | (575.54) | (18.35) | (593.89) |
Balance as at December 31, 2025 | 748.57 | 926.27 | 1,674.84 |
ACCUMULATED AMORTIZATION AND IMPAIRMENT | | | |
Balance as at January 1, 2025 | 1,211.56 | 517.23 | 1,728.79 |
Amortization | 9.79 | - | 9.79 |
Impairment | 0.01 | 1.04 | 1.05 |
Disposals | (575.54) | (15.15) | (590.69) |
Balance as at December 31, 2025 | 645.82 | 503.12 | 1,148.94 |
CARRYING AMOUNT | | | |
As at January 1, 2025 | 102.12 | 400.76 | 502.88 |
As at December 31, 2025 | 102.75 | 423.15 | 525.90 |
| | | |
*) Includes the amount of RON (3.20) million representing decrease from reassessment of decommissioning asset for exploration wells (under category "Oil and gas assets with unproved reserves").
Intangible assets for the year ended December 31, 2024
(RON million) | Concessions, licences and other intangible assets | Oil and gas assets with unproved reserves | Total |
COST | | | |
Balance as at January 1, 2024 | 1,310.28 | 890.00 | 2,200.28 |
Additions | 2.26 | 95.70 | 97.96 |
Transfers (Note 7) | 1.14 | (0.55) | 0.59 |
Disposals* | - | (67.16) | (67.16) |
Balance as at December 31, 2024 | 1,313.68 | 917.99 | 2,231.67 |
ACCUMULATED AMORTIZATION AND IMPAIRMENT | | | |
Balance as at January 1, 2024 | 1,202.47 | 560.37 | 1,762.84 |
Amortization | 9.09 | 0.08 | 9.17 |
Impairment | - | 23.41 | 23.41 |
Disposals | - | (66.63) | (66.63) |
Balance as at December 31, 2024 | 1,211.56 | 517.23 | 1,728.79 |
CARRYING AMOUNT | | | |
As at January 1, 2024 | 107.81 | 329.63 | 437.44 |
As at December 31, 2024 | 102.12 | 400.76 | 502.88 |
| | | |
*) Includes the amount of RON (0.53) million representing decrease from reassessment of decommissioning asset for exploration wells (under category "Oil and gas assets with unproved reserves").
7.PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment for the year ended December 31, 2025
(RON million) | Land, land rights and buildings, incl. buildings on third-party property | Oil and gas assets | Plant and machinery | Other fixtures and fittings, tools and equipment | Assets under construction | Total |
COST | | | | | | |
Balance as at January 1, 2025 | 2,605.84 | 52,227.01 | 12,907.99 | 1,069.06 | 2,106.66 | 70,916.56 |
Additions* | 1.00 | 6,995.81 | 633.47 | 289.71 | 1,437.28 | 9,357.27 |
Transfers** | 155.16 | (51.38) | 1,457.09 | 42.26 | (1,612.74) | (9.61) |
Disposals | (14.68) | (527.57) | (97.09) | (32.00) | (1.06) | (672.40) |
Balance as at December 31, 2025 | 2,747.32 | 58,643.87 | 14,901.46 | 1,369.03 | 1,930.14 | 79,591.82 |
ACCUMULATED DEPRECIATION AND IMPAIRMENT | | | | | | |
Balance as at January 1, 2025 | 1,569.72 | 31,432.89 | 7,975.16 | 500.67 | 5.81 | 41,484.25 |
Depreciation | 99.62 | 1,913.26 | 1,040.43 | 261.47 | – | 3,314.78 |
Impairment | 9.89 | 2,021.90 | 48.22 | 5.07 | 0.45 | 2,085.53 |
Transfers** | (2.22) | (0.03) | 0.03 | 0.10 | – | (2.12) |
Disposals | (12.40) | (524.71) | (94.65) | (20.62) | (1.06) | (653.44) |
Write-ups | (2.72) | (963.55) | (43.46) | (0.50) | – | (1,010.23) |
Balance as at December 31, 2025 | 1,661.89 | 33,879.76 | 8,925.73 | 746.19 | 5.20 | 45,218.77 |
CARRYING AMOUNT | | | | | | |
As at January 1, 2025 | 1,036.12 | 20,794.12 | 4,932.83 | 568.39 | 2,100.85 | 29,432.31 |
As at December 31, 2025 | 1,085.43 | 24,764.11 | 5,975.73 | 622.84 | 1,924.94 | 34,373.05 |
| | | | | | |
Property, plant and equipment for the year ended December 31, 2024
(RON million) | Land, land rights and buildings, incl. buildings on third-party property | Oil and gas assets | Plant and machinery | Other fixtures and fittings, tools and equipment | Assets under construction | Total |
COST | | | | | | |
Balance as at January 1, 2024 | 2,592.97 | 49,591.31 | 12,134.60 | 848.65 | 1,737.90 | 66,905.43 |
Additions | 41.86 | 4,027.37 | 310.02 | 435.34 | 1,011.77 | 5,826.36 |
Transfers* | (10.39) | (72.94) | 602.11 | 45.33 | (638.17) | (74.06) |
Disposals** | (18.60) | (1,318.73) | (138.74) | (260.26) | (4.84) | (1,741.17) |
Balance as at December 31, 2024 | 2,605.84 | 52,227.01 | 12,907.99 | 1,069.06 | 2,106.66 | 70,916.56 |
ACCUMULATED DEPRECIATION AND IMPAIRMENT | | | | | | |
Balance as at January 1, 2024 | 1,501.79 | 29,287.87 | 7,442.98 | 601.97 | 10.29 | 38,844.90 |
Depreciation | 106.77 | 2,020.85 | 728.27 | 159.48 | – | 3,015.37 |
Impairment | 2.13 | 913.99 | 14.91 | 1.15 | 1.18 | 933.36 |
Transfers* | (27.35) | (0.31) | (0.04) | (2.56) | – | (30.26) |
Disposals | (13.60) | (786.60) | (133.51) | (259.37) | (4.84) | (1,197.92) |
Write-ups | (0.02) | (2.91) | (77.45) | – | (0.82) | (81.20) |
Balance as at December 31, 2024 | 1,569.72 | 31,432.89 | 7,975.16 | 500.67 | 5.81 | 41,484.25 |
CARRYING AMOUNT | | | | | | |
As at January 1, 2024 | 1,091.18 | 20,303.44 | 4,691.62 | 246.68 | 1,727.61 | 28,060.53 |
As at December 31, 2024 | 1,036.12 | 20,794.12 | 4,932.83 | 568.39 | 2,100.85 | 29,432.31 |
| | | | | | |
Expenditure capitalized in the course of construction of tangible and intangible assets amounts to RON 931.99 million (2024: RON 528.04 million).
For details on impairments see Note 22.
OMV Petrom as a lessee
OMV Petrom as a lessee recognized right-of-use assets related mainly to drilling rig, vessels, helicopters, cars, rail cars and other transportation vehicles, the hydrogen plant at Petrobrazi Refinery, power generators and other equipment, as well as other land and office buildings leases.
Due to the nature of oil and gas operations, some lease contracts include the possibility for OMV Petrom as a lessee to extend or terminate the original lease term. The existence of such options is a business necessity, as the activities are largely dependent on the market factors and on the existence of oil and gas reserves. These provide operational flexibility in terms of managing the assets used in the Company’s operation. These options are assessed by OMV Petrom at lease commencement whether it is reasonably certain that they will be exercised or not. Optional periods, which have not been taken into account in the measurement of the leases, exist mainly for equipment in E&P.
For details regarding leases not yet commenced in 2025 but committed, please refer to Note 31.
Right-of-use assets recognized under IFRS 16
(RON million) | Land and buildings | Plant and machinery | Other fixtures, fittings and equipment | Total |
Right-of-use assets as at January 1, 2025 | 57.66 | 140.44 | 476.89 | 675.00 |
Additions | 1.00 | 633.17 | 289.71 | 923.88 |
Depreciation | (7.80) | (295.78) | (242.02) | (545.60) |
Disposals and other movements | (1.51) | - | (11.35) | (12.87) |
Right-of-use assets as at December 31, 2025 | 49.35 | 477.83 | 513.23 | 1,040.41 |
| | | | |
(RON million) | Land and buildings | Plant and machinery | Other fixtures, fittings and equipment | Total |
Right-of-use assets as at January 1, 2024 | 62.71 | 145.00 | 190.92 | 398.64 |
Additions | 3.12 | 31.54 | 432.58 | 467.24 |
Depreciation | (8.08) | (36.10) | (145.72) | (189.90) |
Disposals and other movements | (0.09) | - | (0.89) | (0.98) |
Right-of-use assets as at December 31, 2024 | 57.66 | 140.44 | 476.89 | 675.00 |
| | | | |
Additions in right-of-use assets are related to new leases, including drilling rig and vessels for Neptun Deep joint operation, and remeasurement of existing contracts.
Amounts recognized in income statement
(RON million) | 2025 | 2024 |
Operating result | | |
Short-term lease expenses | 11.03 | 4.67 |
Low-value lease expenses | 0.47 | 0.33 |
Variable lease expenses | 16.79 | 17.23 |
Depreciation expense of right-of-use assets | 191.80 | 189.90 |
Net financial result | | |
Interest expense on lease liabilities | 59.38 | 16.95 |
Net foreign exchange (gains)/losses on lease liabilities | (63.41) | 1.98 |
| | |
In addition, OMV Petrom incurred in 2025 depreciation expense of right-of-use assets of RON 353.80 million and short-term lease costs of RON 47.55 million (2024: RON 47.58 million), which were capitalized in the cost of other assets.
Variable lease payments expensed in 2025, in amount of RON 16.79 million (2024: RON 17.23 million), were related to contingent rent mainly for power generators equipment, determined based on quantities.
For other information on lease liability please see Notes 15 and 29.
As at December 31, 2025, OMV Petrom had investments in the following companies:
Company Name (RON million) | Field of activity | Share interest percent | Gross book value | Impairment | Net book value |
Subsidiaries | | | | | |
OMV Petrom Marketing S.R.L. | Fuel distribution | 100.00% | 1,303.79 | - | 1,303.79 |
Petrom Moldova S.R.L. | Fuel distribution | 100.00% | 122.57 | (73.35) | 49.22 |
OMV Offshore Bulgaria GmbH | Exploration activities | 100.00% | 95.85 | - | 95.85 |
OMV Gas Marketing & Trading Hungary Kft.2) | Natural gas trading | 100.00% | 28.14 | - | 28.14 |
OMV Petrom E&P Bulgaria S.R.L. | Exploration and production services | 100.00% | 8.77 | - | 8.77 |
Petromed Solutions S.R.L. | Medical services | 100.00% | 3.00 | - | 3.00 |
OMV Petrom Aviation S.R.L. | Airport services | 99.99% | 54.14 | (17.95) | 36.19 |
OMV Srbija DOO | Fuel distribution | 99.96% | 181.92 | - | 181.92 |
OMV Bulgaria OOD | Fuel distribution | 99.90% | 138.02 | - | 138.02 |
OPM E-Charge S.R.L.1) | Charging network for electric vehicles in Romania | 100.00% | 110.56 | - | 110.56 |
ATS Energy S.R.L. | Leasing of power plant | 100.00% | 15.85 | - | 15.85 |
BridgeConstruct S.R.L | Leasing of power plant | 100.00% | 51.20 | - | 51.20 |
Intertrans Karla S.R.L. | Leasing of power plant | 100.00% | 28.46 | - | 28.46 |
JR Teleorman S.R.L. | Power production | 100.00% | 116.50 | - | 116.50 |
JR Constanta S.R.L. | Power production | 100.00% | 105.64 | - | 105.64 |
JR Solar Teleorman S.R.L. | Power production | 100.00% | 136.70 | - | 136.70 |
OMV Petrom Energy Solutions S.R.L. | Services incidental to oil and gas production | 100.00% | 5.00 | - | 5.00 |
Petrom Exploration & Production Limited | Exploration and production services | 100.00% | 1.47 | (0.75) | 0.72 |
OMV Petrom Georgia LLC | Exploration and production services | 100.00% | - | - | - |
Associates and joint ventures | | | | | |
Electrocentrale Borzesti S.R.L. | Power production | 50.00% | 251.47 | - | 251.47 |
Enerintens Solar S.R.L. | Power production | 50.00% | 36.79 | - | 36.79 |
Tenersolar Park S.R.L. | Power production | 50.00% | 26.64 | - | 26.64 |
CIL PV Plant S.R.L. | Power production | 50.00% | 7.31 | - | 7.31 |
Dunav Solar Plant EOOD2) | Power production | 50.00% | 79.88 | - | 79.88 |
Respira Verde S.R.L. | Used cooking oil collection | 41.86% | 23.75 | - | 23.75 |
OMV Petrom Global Solutions S.R.L. | Financial, IT and other services | 25.00% | 7.00 | - | 7.00 |
OMV Petrom Biofuels S.R.L. | Production of bioethanol | 25.00% | 6.18 | (2.08) | 4.10 |
Asociatia Romana pentru Relatia cu Investitorii | Public representation | 20.00% | - | - | - |
Other investments | | | | | |
Hycamite TCD Technologies Ltd. | Innovative thermo-catalytic decomposition technology | 5.51% | 22.14 | - | 22.14 |
Telescaun Tihuta S.A. | Touristic facilities | 1.68% | 0.01 | (0.01) | - |
KIC InnoEnergy SE | Sustainable energy innovation | 0.38% | 13.78 | - | 13.78 |
Credit Bank | Other financial services | 0.22% | 0.32 | (0.32) | - |
Forte Asigurari - Reasigurari S.A. | Insurance services | 0.09% | 0.02 | (0.02) | - |
Total | | | 2,982.87 | (94.48) | 2,888.39 |
| | | | | |
On January 31, 2025, OMV Petrom S.A. closed the transaction for acquisition of 100% shares in OMV Gas Marketing & Trading Hungaria Kft. from OMV Gas Marketing & Trading GmbH. The company acquired is a gas marketing entity in Hungary, that is focused on business to business sales, mainly to industrial consumers.
On September 29, 2025, OMV Petrom S.A. finalized the acquisition from Enery Element Gmbh of 50% shares in Dunav Solar Plant EOOD, an entity in Bulgaria engaged in developing a photovoltaic project with an estimated capacity of 400 MW, which has been classified as joint venture.
During 2025, OMV Petrom increased the share capital in the following wholly owned subsidiaries: OPM E-Charge S.R.L. (RON 15.00 million), JR Solar Teleorman S.R.L (RON 18.30 million), JR Teleorman S.R.L. (RON 1.30 million) and JR Constanta S.R.L. (RON 1.30 million).
Also during 2025, OMV Petrom increased its shareholding in Respira Verde S.R.L. to 41.86%, following the share capital increase of RON 2.49 million.
OMV Petrom’s shareholding in Hycamite TCD Technologies was diluted to 5.51% in 2025, following issue of new shares.
During 2025 the final purchase prices in relation to entities acquired in 2024 were determined, and the resulting price adjustments were not material.
As of December 31, 2025 and 2024 OMV Petrom S.A. held 50% shares in Parc Fotovoltaic Isalnita S.A., Parc Fotovoltaic Rovinari Est S.A., Parc Fotovoltaic Tismana 1 S.A. and Parc Solaris Tismana 2 S.A., respectively, the other share of 50% being held by Complexul Energetic Oltenia (See also Note 32). These investments are joint operations structured through separate legal entities, accounted for as OMV Petrom’s share of assets, liabilities, income and expenses held or incurred jointly.
As at December 31, 2024 OMV Petrom had investments in the following companies:
Company Name (million RON) | Field of activity | Share interest percent | Gross book value | Impairment | Net book value |
| | | | | |
Subsidiaries | | | | | |
OMV Petrom Marketing S.R.L. | Fuel distribution | 100.00% | 1,303.79 | - | 1,303.79 |
Petrom Moldova S.R.L. | Fuel distribution | 100.00% | 122.57 | (73.35) | 49.22 |
OMV Offshore Bulgaria GmbH | Exploration activities | 100.00% | 95.85 | - | 95.85 |
OMV Petrom E&P Bulgaria S.R.L. | Exploration and production services | 100.00% | 8.77 | - | 8.77 |
Petromed Solutions S.R.L. | Medical services | 100.00% | 3.00 | - | 3.00 |
OMV Petrom Aviation S.R.L. | Airport services | 99.99% | 54.14 | (17.95) | 36.19 |
OMV Srbija DOO | Fuel distribution | 99.96% | 181.92 | - | 181.92 |
OMV Bulgaria OOD | Fuel distribution | 99.90% | 138.02 | - | 138.02 |
OPM E-Charge S.R.L.1) | Charging network for electric vehicles in Romania | 100.00% | 97.18 | - | 97.18 |
ATS Energy S.R.L. | Leasing of power plant | 100.00% | 15.87 | - | 15.87 |
BridgeConstruct S.R.L | Leasing of power plant | 100.00% | 51.24 | - | 51.24 |
Intertrans Karla S.R.L. | Leasing of power plant | 100.00% | 28.45 | - | 28.45 |
JR Teleorman S.R.L. | Power production | 100.00% | 115.20 | - | 115.20 |
JR Constanta S.R.L. | Power production | 100.00% | 104.34 | - | 104.34 |
JR Solar Teleorman S.R.L. | Power production | 100.00% | 118.40 | - | 118.40 |
OMV Petrom Energy Solutions S.R.L. | Services incidental to oil and gas production | 100.00% | 5.00 | - | 5.00 |
Petrom Exploration & Production Limited | Exploration and production services | 100.00% | 1.47 | (0.75) | 0.72 |
OMV Petrom Georgia LLC | Exploration and production services | 100.00% | - | - | - |
Associates and joint ventures | | | | | |
Electrocentrale Borzesti S.R.L. | Power production | 50.00% | 252.29 | - | 252.29 |
Enerintens Solar S.R.L. | Power production | 50.00% | 36.78 | - | 36.78 |
Tenersolar Park S.R.L. | Power production | 50.00% | 26.64 | - | 26.64 |
CIL PV Plant S.R.L. | Power production | 50.00% | 7.27 | - | 7.27 |
Respira Verde S.R.L. | Used cooking oil collection | 40.48% | 27.60 | - | 27.60 |
OMV Petrom Global Solutions S.R.L. | Financial, IT and other services | 25.00% | 7.00 | - | 7.00 |
OMV Petrom Biofuels S.R.L. | Production of bioethanol | 25.00% | 6.18 | (2.08) | 4.10 |
Asociatia Romana pentru Relatia cu Investitorii | Public representation | 20.00% | - | - | - |
Other investments | | | | | |
Hycamite TCD Technologies Ltd. | Innovative thermo-catalytic decomposition technology | 6.02% | 22.14 | - | 22.14 |
Telescaun Tihuta S.A. | Touristic facilities | 1.68% | 0.01 | (0.01) | - |
KIC InnoEnergy SE | Sustainable energy innovation | 0.38% | 13.78 | - | 13.78 |
Credit Bank | Other financial services | 0.22% | 0.32 | (0.32) | - |
Forte Asigurari - Reasigurari S.A. | Insurance services | 0.09% | 0.02 | (0.02) | - |
Total | | | 2,845.24 | (94.48) | 2,750.76 |
| | | | | |
1) Former Renovatio Asset Management S.R.L.
In January 2024, OMV Petrom increased the share capital of the subsidiary OMV Petrom Energy Solutions S.R.L. with RON 5.00 million.
During 2024, OMV Petrom S.A. finalized the acquisition of 100% shares in the following companies:
On May 31, 2024, Renovatio Asset Management S.R.L., subsequently renamed OPM E-Charge S.R.L., owning the largest charging network for electric vehicles in Romania;
On September 26, 2024, JR Constanta S.R.L., JR Solar Teleorman S.R.L. and JR Teleorman S.R.L., majority from Jantzen Renewables APS, owning three photovoltaic projects of 710 MW capacity at ready to build stage;
On September 27, 2024, Intertrans Karla S.R.L., Bridgeconstruct S.R.L. and ATS Energy S.R.L., owning 18 MW operational capacity of renewable energy assets consisting of wind power and hydropower plants, from RNV Infrastructure S.R.L..
Also during 2024, OMV Petrom S.A. finalized the acquisition of shares in several entities which are classified as joint ventures:
On September 30, 2024, OMV Petrom S.A. finalized the acquisition from RNV Infrastructure S.R.L. of 50% shares in Electrocentrale Borzesti S.R.L., a holding entity with five fully owned subsidiaries (Hoopeks International S.R.L., Green Labs Advertising S.R.L., Union Wind S.R.L., Borzesti Wind S.R.L. and Borzesti Power S.R.L.) engaged in the development of 1 GW capacity of renewable power projects, wind and solar.
On November 29, 2024, OMV Petrom S.A. became the owner of 50% shares in CIL PV Plant S.R.L., Enerintens Solar S.R.L. and Tenersolar Park S.R.L., owning photovoltaic projects of 130 MW capacity at ready to build stage, by way of purchasing 10% shares from RES Terranet Holding S.R.L. and making share capital increases in the companies in order to reach 50% participation.
On December 30, 2024, OMV Petrom S.A. finalized the acquisition of 40.48% shares in Respira Verde S.R.L., providing services in the area of used cooking oil collection.
In order to access innovative technologies, OMV Petrom acquired shares in the following entities, which are measured at fair value through other comprehensive income, as they are held for strategic purposes and not for trading:
In July 2024, OMV Petrom acquired 0.38% investment in KIC InnoEnergy SE, an European company specializing in sustainable energy innovation and entrepreneurship. The fair value of this investment as of December 31, 2024 was in amount of RON 13.78 million.
In December 2024, OMV Petrom acquired 6.02% investment in Hycamite TCD Technologies, to access an innovative thermo-catalytic decomposition technology.
The details about addresses, equity and profit or loss of the companies in which OMV Petrom holds an interest of at least 20%, except those which do not have activity, are shown in the following table. Amounts are taken from the latest approved financial statements of the respective entities (for the year ended December 31, 2024).
Company Name | Address | Currency | Equity at December 31, 2024 (in million currency) | Profit or (loss) for the year ended December 31, 2024 (in million currency) |
Subsidiaries | | | | |
OMV Petrom Marketing S.R.L. | 22 Coralilor Street, District 1, Bucharest, Romania | RON | 2,677.13 | 574.62 |
Petrom Moldova S.R.L. | 269, Sos Muncesti, Chisinau, 2002, Republic of Moldova | MDL | 184.99 | 129.33 |
OMV Offshore Bulgaria GmbH | Trabrennstrasse 6-8, 1020 Wien, Austria | EUR | (6.66) | (3.24) |
OMV Petrom E&P Bulgaria S.R.L. | 22 Coralilor Street, District 1, Bucharest, Romania | RON | 77.88 | 32.49 |
Petromed Solutions S.R.L. | 22 Coralilor Street, District 1, Bucharest, Romania | RON | 6.51 | 2.91 |
OMV Petrom Aviation S.R.L. | 31A Aurel Vlaicu, Otopeni, Ilfov County, Romania | RON | 40.38 | (0.28) |
OMV Srbija DOO | Omladinskih brigada 90a, Belgrade, Serbia | RSD | 8,562.57 | 1,120.86 |
OMV Bulgaria OOD | 2 Donka Ushlinova Str. Garitage park, Office Bld. 4, fl. 1 | BGN | 163.73 | 42.48 |
OPM E-Charge S.R.L. | 62D Nordului Road, Disctrict 1, Bucharest, Romania | RON | 2.24 | (4.37) |
ATS Energy S.R.L. | 22 Coralilor Street, District 1, Bucharest, Romania | RON | 9.10 | 2.49 |
BridgeConstruct S.R.L | 22 Coralilor Street, District 1, Bucharest, Romania | RON | 14.28 | 6.71 |
Intertrans Karla S.R.L. | 22 Coralilor Street, District 1, Bucharest, Romania | RON | 13.55 | 4.86 |
JR Teleorman S.R.L. | 22 Coralilor Street, District 1, Bucharest, Romania | RON | 12.31 | (0.78) |
JR Constanta S.R.L. | 22 Coralilor Street, District 1, Bucharest, Romania | RON | 11.13 | (0.72) |
JR Solar Teleorman S.R.L. | 22 Coralilor Street, District 1, Bucharest, Romania | RON | 14.51 | (0.86) |
OMV Petrom Energy Solutions S.R.L. | 22 Coralilor Street, District 1, Bucharest, Romania | RON | (32.88) | (36.63) |
Associates and joint ventures | | | | |
Electrocentrale Borzesti S.R.L. | 62D Nordului Road, Disctrict 1, Bucharest, Romania | RON | 44.72 | 7.23 |
Enerintens Solar S.R.L. | 62D Nordului Road, Disctrict 1, Bucharest, Romania | RON | 29.90 | (0.47) |
Tenersolar Park S.R.L. | 62D Nordului Road, Disctrict 1, Bucharest, Romania | RON | 21.82 | (0.54) |
CIL PV Plant S.R.L. | 62D Nordului Road, Disctrict 1, Bucharest, Romania | RON | 5.07 | (0.49) |
Respira Verde S.R.L. | Cheriu Village, No 367, Bihor, Romania | RON | 4.18 | 1.77 |
OMV Petrom Global Solutions S.R.L. | 22 Coralilor Street, District 1, Bucharest, Romania | RON | 224.86 | 40.35 |
OMV Petrom Biofuels S.R.L. | 22 Coralilor Street, District 1, Bucharest, Romania | RON | 16.41 | 11.57 |
Incorporated joint operations | | | | |
Parc Fotovoltaic Isalnita S.A. | 22 Victoriei Street, Office 1, Targu Jiu | RON | 2.23 | 0.50 |
Parc Fotovoltaic Rovinari Est S.A. | 22 Victoriei Street, Office 4, Targu Jiu | RON | 159.00 | (1.43) |
Parc Fotovoltaic Tismana 1 S.A. | 22 Victoriei Street, Office 3, Targu Jiu | RON | 216.28 | (2.08) |
Parc Solaris Tismana 2 S.A. | 22 Victoriei Street, Office 2, Targu Jiu | RON | 225.32 | (1.94) |
| | | | |
9.TRADE RECEIVABLES AND OTHER FINANCIAL ASSETS
As at December 31, 2025, trade receivables amount to RON 2,672.42 million (December 31, 2024: RON 2,567.39 million), being measured at amortised cost.
Credit quality of trade receivables
December 31, 2025 (RON million) | Equivalent to external credit rating | Probability of default | Gross carrying amount | Expected credit loss* | Net carrying amount |
Risk class 1 | AAA, AA+, AA, AA-, A+, A, A- | 0.13% | 1,119.71 | - | 1,119.71 |
Risk class 2 | BBB+, BBB, BBB- | 0.44% | 491.37 | 0.03 | 491.34 |
Risk class 3 | BB+, BB, BB- | 1.18% | 787.00 | 1.38 | 785.62 |
Risk class 4 | B+, B, B- | 8.52% | 240.27 | 2.42 | 237.85 |
Risk class 5 | CCC/C | 29.54% | 39.99 | 2.81 | 37.18 |
Risk class 6 | SD/D | 100.00% | 64.26 | 63.54 | 0.72 |
Total | | | 2,742.60 | 70.18 | 2,672.42 |
| | | | | |
December 31, 2024 (RON million) | Equivalent to external credit rating | Probability of default | Gross carrying amount | Expected credit loss* | Net carrying amount |
Risk class 1 | AAA, AA+, AA, AA-, A+, A, A- | 0.13% | 1,001.52 | - | 1,001.52 |
Risk class 2 | BBB+, BBB, BBB- | 0.44% | 386.25 | 0.04 | 386.21 |
Risk class 3 | BB+, BB, BB- | 1.18% | 1,005.59 | 1.89 | 1,003.70 |
Risk class 4 | B+, B, B- | 8.52% | 141.74 | 2.03 | 139.71 |
Risk class 5 | CCC/C | 29.54% | 37.59 | 1.94 | 35.65 |
Risk class 6 | SD/D | 100.00% | 64.54 | 63.94 | 0.60 |
Total | | | 2,637.23 | 69.84 | 2,567.39 |
| | | | | |
*Expected credit loss is computed as described in Note 4.3 i).
The movements in impairment of trade receivables are as follows:
(RON million) | 2025 | 2024 |
January 1 | 69.84 | 80.49 |
Amounts written off | (2.38) | (9.07) |
Net remeasurement of expected credit losses | 2.72 | (1.58) |
December 31 | 70.18 | 69.84 |
| | |
There was no impairment for trade receivables with related parties (see Note 28) as of December 31, 2025 and December 31, 2024.
b) Other financial assets (net of impairment)
| | Liquidity term |
(RON million) | December 31, 2025 | less than 1 year | over 1 year |
Receivable from Romanian State and other | 1,135.88 | 497.67 | 638.21 |
Derivative financial assets (Note 30) | 748.60 | 514.56 | 234.04 |
Loans (Note 28) | 867.16 | 59.94 | 807.22 |
Other sundry financial assets | 1,424.53 | 1,266.09 | 158.44 |
Total | 4,176.17 | 2,338.26 | 1,837.91 |
| | | |
| | Liquidity term |
(RON million) | December 31, 2024 | less than 1 year | over 1 year |
Receivable from Romanian State and other | 2,132.71 | - | 2,132.71 |
Treasury bills and government bonds | 227.62 | 227.62 | - |
Derivative financial assets (Note 30) | 471.38 | 348.87 | 122.51 |
Loans (Note 28) | 488.66 | 234.10 | 254.56 |
Other sundry financial assets | 695.17 | 550.31 | 144.86 |
Total | 4,015.54 | 1,360.90 | 2,654.64 |
| | | |
Receivable from Romanian State
As part of the privatization agreement, OMV Petrom S.A. is entitled to reimbursement by the Romanian State of part of decommissioning and environmental costs incurred to restore and clean up areas pertaining to activities prior to privatization in 2004. Consequently, OMV Petrom S.A. has recorded as receivable from the Romanian State the estimated decommissioning obligations and the environmental obligations.
On October 2, 2020, OMV AG, as party in the privatization agreement, initiated arbitration proceedings against the Romanian Ministry of Environment, in accordance with the ICC Rules regarding certain claims unpaid by the Ministry of Environment in relation to well decommissioning and environmental remediation works amounting to RON 155.73 million. On August 30, 2022, the Arbitral Tribunal issued the Final Award on the arbitration and requested the Ministry of Environment to reimburse to OMV Petrom S.A. the amount of RON 155.52 million and related interest. In October 2022, the Ministry of Environment challenged the award in front of Paris Court of Appeal, procedure which was ongoing as of December 31, 2025. On February 17, 2026, the Paris Court of Appeal has decided to dismiss the Ministry of Environment’s annulment request.
Towards the end of 2022, OMV AG, as party in the privatization agreement, initiated two other arbitration proceedings against the Romanian Ministry of Environment, in accordance with the ICC Rules, which have been further consolidated in a single case, regarding certain claims unpaid by the Ministry of Environment in relation to well decommissioning and environmental remediation works amounting to RON 233.59 million. On January 15, 2025, the Arbitral Tribunal issued the Final Award on the arbitration and requested the Ministry of Environment to reimburse to OMV Petrom S.A. the full amount requested and related interest. As of December 31, 2025, the procedure for recognition and enforcement in Romania of the Award was ongoing.
On December 20, 2024, OMV AG, as party in the privatization agreement, initiated arbitration proceedings against the Romanian Ministry of Environment, in accordance with the ICC Rules, regarding certain claims unpaid by the Ministry of Environment in relation to well decommissioning works amounting to RON 249.60 million. As of December 31, 2025, the arbitration procedure was ongoing.
In December 2025, following an agreed set of legal and contractual objectives between OMV Petrom S.A. and the Romanian State, which include, among others, the 15 years extension of production licenses, and based on analysis of the relevant accounting standards, an impairment of RON 1,499.41 million was recorded in “Other operating expenses”, related to receivable from Romanian State for abandonment obligations foreseen to be incurred by OMV Petrom S.A. on its own costs. The finalization of this set of legal and contractual objectives is expected in 2026.
Consequently, as of December 31, 2025, the portion of the receivable from Romanian State for which recoverability is not probable has been impaired, while the amounts assessed as recoverable continue to be reflected in the balance sheet.
Derivative financial assets
The increase of derivative financial assets as of December 31, 2025 is mainly driven by power forward contracts concluded in 2025, partially compensated by the realization of power forward contracts open as of December 31, 2024.
Treasury bills and government bonds
The decrease of treasury bills and government bonds to nil value is due to the fact that all investments held reached maturity by December 31, 2025.
Other sundry financial assets
The increase of other sundry financial assets during 2025 is mainly in relation to receivables towards partner in the Exploration and Production business.
Credit quality other financial assets at amortized cost – gross carrying amount
December 31, 2025 (RON million) | Equivalent to external credit rating | Probability of default | 12-month ECL | Lifetime ECL not credit impaired | Lifetime ECL credit impaired | Total |
Risk class 1 | AAA, AA+, AA, AA-, A+, A, A- | 0.13% | 220.33 | - | - | 220.33 |
Risk class 2 | BBB+, BBB, BBB- | 0.44% | 2,108.61 | - | 1,536.72 | 3,645.33 |
Risk class 3 | BB+, BB, BB- | 1.18% | 241.81 | - | - | 241.81 |
Risk class 4 | B+, B, B- | 8.52% | 1.12 | - | - | 1.12 |
Risk class 5 | CCC/C | 29.54% | 0.49 | - | - | 0.49 |
Risk class 6 | SD/D | 100.00% | - | - | 263.94 | 263.94 |
Total | | | 2,572.36 | - | 1,800.66 | 4,373.02 |
| | | | | | |
For risk class 2 in 2025, the gross carrying amount for “12-month ECL” included an amount of RON 1,143.29 million and for “Lifetime ECL credit impaired” included an amount of RON 1,536.72 million, related to receivable from the Romanian State, which are outside the scope of IFRS 9.
December 31, 2024 (RON million) | Equivalent to external credit rating | Probability of default | 12-month ECL | Lifetime ECL not credit impaired | Lifetime ECL credit impaired | Total |
Risk class 1 | AAA, AA+, AA, AA-, A+, A, A- | 0.13% | 41.75 | - | - | 41.75 |
Risk class 2 | BBB+, BBB, BBB- | 0.44% | 2,866.40 | - | 43.70 | 2,910.10 |
Risk class 3 | BB+, BB, BB- | 1.18% | 154.61 | - | - | 154.61 |
Risk class 4 | B+, B, B- | 8.52% | 1.28 | - | - | 1.28 |
Risk class 5 | CCC/C | 29.54% | 0.20 | - | - | 0.20 |
Risk class 6 | SD/D | 100.00% | - | - | 500.17 | 500.17 |
Total | | | 3,064.24 | - | 543.87 | 3,608.11 |
| | | | | | |
For risk class 2 in 2024, the gross carrying amount for “12-month ECL” included an amount of RON 2,140.12 million and for “Lifetime ECL credit impaired” included an amount of RON 43.70 million, related to receivable from the Romanian State, which are outside the scope of IFRS 9.
Credit quality other financial assets at amortized cost – expected credit loss*
December 31, 2025 (RON million) | Equivalent to external credit rating | Probability of default | 12-month ECL | Lifetime ECL not credit impaired | Lifetime ECL credit impaired | Total |
Risk class 1 | AAA, AA+, AA, AA-, A+, A, A- | 0.13% | - | - | - | - |
Risk class 2 | BBB+, BBB, BBB- | 0.44% | 9.32 | - | 1,536.72 | 1,546.04 |
Risk class 3 | BB+, BB, BB- | 1.18% | 2.53 | - | - | 2.53 |
Risk class 4 | B+, B, B- | 8.52% | 0.04 | - | - | 0.04 |
Risk class 5 | CCC/C | 29.54% | 0.06 | - | - | 0.06 |
Risk class 6 | SD/D | 100.00% | - | - | 263.94 | 263.94 |
Total | | | 11.95 | - | 1,800.66 | 1,812.61 |
| | | | | | |
For risk class 2 in 2025, the expected credit loss for “12-month ECL” included an amount of RON 7.41 million and for “Lifetime ECL credit impaired” included an amount of RON 1,536.72 million, related to receivable from the Romanian State, which are outside the scope of IFRS 9.
December 31, 2024 (RON million) | Equivalent to external credit rating | Probability of default | 12-month ECL | Lifetime ECL not credit impaired | Lifetime ECL credit impaired | Total |
Risk class 1 | AAA, AA+, AA, AA-, A+, A, A- | 0.13% | - | - | - | - |
Risk class 2 | BBB+, BBB, BBB- | 0.44% | 8.25 | - | 43.70 | 51.95 |
Risk class 3 | BB+, BB, BB- | 1.18% | 0.41 | - | - | 0.41 |
Risk class 4 | B+, B, B- | 8.52% | 0.05 | - | - | 0.05 |
Risk class 5 | CCC/C | 29.54% | 0.03 | - | - | 0.03 |
Risk class 6 | SD/D | 100.00% | - | - | 500.17 | 500.17 |
Total | | | 8.74 | - | 543.87 | 552.61 |
| | | | | | |
For risk class 2 in 2024, the expected credit loss for “12-month ECL” included an amount of RON 7.41 million and for “Lifetime ECL credit impaired” included an amount of RON 43.70 million, related to receivable from the Romanian State, which are outside the scope of IFRS 9.
*Expected credit loss is computed as described in Note 4.3 i).
The amounts in the above tables do not include derivative financial assets as these are measured at fair value and neither loans which are disclosed separately in Note 28.
The movements in impairment of other financial assets at amortized cost were as follows:
(RON million) | 12-month ECL | Lifetime ECL not credit impaired | Lifetime ECL credit impaired | Total |
January 1, 2025 | 8.74 | - | 543.87 | 552.61 |
Amounts written off | - | - | (12.49) | (12.49) |
Net remeasurement of expected credit losses | 3.21 | - | 1,269.28 | 1,272.49 |
December 31, 2025 | 11.95 | - | 1,800.66 | 1,812.61 |
| | | | |
(RON million) | 12-month ECL | Lifetime ECL not credit impaired | Lifetime ECL credit impaired | Total |
January 1, 2024 | 12.04 | - | 536.44 | 548.48 |
Amounts written off | - | - | (7.47) | (7.47) |
Net remeasurement of expected credit losses | (3.30) | - | 14.90 | 11.60 |
December 31, 2024 | 8.74 | - | 543.87 | 552.61 |
| | | | |
The carrying value of other assets was as follows:
| | Liquidity term |
(RON million) | December 31, 2025 | less than 1 year | over 1 year |
Emission rights | 942.00 | 942.00 | - |
Receivable from taxes | 386.11 | 264.76 | 121.35 |
Advance payments on fixed assets | 536.31 | 384.52 | 151.79 |
Prepaid expenses and deferred charges | 32.14 | 21.81 | 10.33 |
Rental and lease prepayments | 54.50 | 19.07 | 35.43 |
Investment property | 42.30 | - | 42.30 |
Other non-financial assets | 512.51 | 52.45 | 460.06 |
Total | 2,505.87 | 1,684.61 | 821.26 |
| | | |
| | Liquidity term |
(RON million) | December 31, 2024 | less than 1 year | over 1 year |
Emission rights | 927.90 | 927.90 | - |
Receivable from taxes | 787.85 | 611.45 | 176.40 |
Advance payments on fixed assets | 1,076.20 | 1,061.93 | 14.27 |
Prepaid expenses and deferred charges | 36.15 | 21.86 | 14.29 |
Rental and lease prepayments | 51.91 | 15.90 | 36.01 |
Investment property | 43.22 | - | 43.22 |
Other non-financial assets | 520.83 | 68.90 | 451.93 |
Total | 3,444.06 | 2,707.94 | 736.12 |
| | | |
Emission rights
OMV Petrom presents assets related to purchased emission certificates and provisions for CO2 emissions gross in the balance sheet.
Receivable from taxes
The decrease in “Receivable from taxes” in 2025 is mainly related to excises paid in advance in Romania.
Advance payments on fixed assets
The decrease in “Advance payments on fixed assets” in 2025 is mainly related to Neptun Deep project.
Investment property
Investment property is mainly related to a building from Corporate and Other segment. As of December 31, 2025, the carrying amount of investment property approximates its fair value.
(RON million) | December 31, 2025 | December 31, 2024 |
Crude oil | 764.44 | 668.12 |
Natural gas | 211.52 | 222.95 |
Other materials | 401.86 | 412.07 |
Work in progress | 169.07 | 179.67 |
Finished products | 1,141.94 | 1,173.17 |
Total | 2,688.83 | 2,655.98 |
| | |
The cost of materials and goods consumed during 2025 (whether used in production or re-sold) which does not include the cost related to CO2 emissions is RON 16,011.15 million (2024: RON 14,363.76 million).
As at December 31, 2025 and 2024 there were no inventories pledged as security for liabilities.
Share capital
The share capital of OMV Petrom S.A. consists of 62,311,667,058 fully paid shares as at December 31, 2025 and 2024 with a total nominal value of RON 6,231.17 million.
Revenue reserves
Revenue reserves include retained earnings, as well as other non-distributable reserves (legal and geological quota facility reserves, other reserves from fiscal facilities non-taxable).
Geological quota is amounting to RON 5,062.84 million as at December 31, 2025 and 2024. Until December 31, 2006, OMV Petrom S.A. benefited from geological quota facility whereby it could charge up to 35% of the market value of the volume of oil and gas extracted during the year. This facility was recognized directly in reserves. This quota was restricted to investment purposes, it is not distributable and it was non-taxable.
As at December 31, 2025 and December 31, 2024, legal reserves are amounting to RON 1,246.23 million. OMV Petrom S.A. sets its legal reserve in accordance with the provisions of the Romanian Companies Law, which requires that minimum 5% of the annual accounting profit before tax is transferred to “legal reserve” until the balance of this reserve reaches 20% of the share capital of the Company.
Other reserves from fiscal facilities are amounting to RON 806.50 million (2024: RON 732.53 million). The amount of RON 73.97 million was allocated to other reserves, representing fiscal facilities from reinvested profit in the year 2025 (2024: RON 64.69 million).
At the Annual General Meeting of Shareholders held on April 24, 2025, the shareholders of OMV Petrom S.A. approved the distribution of base dividends for the financial year 2024 for the gross amount of RON 2,766.63 million (gross base dividend per share of RON 0.0444).
At the Ordinary General Meeting of Shareholders held on October 23, 2025, the shareholders of OMV Petrom S.A. approved the distribution of special dividends for the gross amount of RON 1,246.23 million (gross special dividend per share of RON 0.0200).
Total dividends distributed in 2025 amounted to RON 4,012.86 million (gross total dividend per share of RON 0.0644).
On March 17, 2026, the Supervisory Board endorsed the management’s proposal to distribute gross dividends of RON 3,601.60 million (gross total dividend per share of RON 0.0578, out of which RON 0.0466 gross base dividend per share and RON 0.0112 gross special dividend per share). The dividend proposal is subject to further approval by the General Meeting of Shareholders, on April 28, 2026.
Cash flow hedge reserve
In order to protect the Company’s result and cash flows against commodity price volatility, OMV Petrom uses derivative instruments for both hedging selected product sales and reducing exposure to price risks on inventory fluctuations
During 2024, certain financial instruments were accounted as cash flow hedges, with the effective part of the change in value of the derivative being accounted for in other comprehensive income. The hedged item (underlying transaction) affected either profit or loss or balance sheet; when this happened, the amounts previously accounted for in other comprehensive income were recycled to income statement or transferred to the carrying amount of the hedged item, respectively. As of December 31, 2025 and December 31, 2024, hedge accounting was not applied for any of the open strategies, therefore the cash flow hedge reserve was nil. For more details on hedges please refer to Note 33.
Treasury shares
The total number of own shares held by OMV Petrom S.A. as of December 31, 2025 amounted to 204,776 (2024: 204,776).
(RON million) | Pensions and similar obligations | Decommissioning and restoration | Other provisions | Total |
January 1, 2025 | 182.02 | 8,583.87 | 1,786.37 | 10,552.26 |
thereof short-term | - | 271.35 | 1,047.09 | 1,318.44 |
thereof long-term | 182.02 | 8,312.52 | 739.28 | 9,233.82 |
Used | (14.14) | (372.09) | (909.31) | (1,295.54) |
Allocations | 22.07 | 2,164.54 | 1,166.75 | 3,353.36 |
Releases | (19.71) | - | (67.97) | (87.68) |
December 31, 2025 | 170.24 | 10,376.32 | 1,975.84 | 12,522.40 |
thereof short-term | - | 425.04 | 1,102.86 | 1,527.90 |
thereof long-term | 170.24 | 9,951.28 | 872.98 | 10,994.50 |
| | | | |
Provisions for pensions and similar obligations
Employees of the Company are entitled to receive retirement benefits on reaching normal retirement age. The entitlements depend on years of service and final compensation levels. Retirement benefits obligation as of December 31, 2025 amounts to RON 125.48 million (2024: RON 133.36 million). In addition, employees receive other benefits consisting in death and coffin benefits. Other benefits obligation as of December 31, 2025 amounts to RON 44.76 million (2024: RON 48.66 million).
Provisions have been set up based on actuarial calculations performed by qualified actuaries using the following parameters: a discount rate of 7.00% (2024: 7.00%) and an estimated average yearly salary increase of 3.75% (2024: 3.75%).
Present value of the pensions and similar obligations
(RON million) | 2025 | 2024 |
Present value of obligations as of January 1 | 182.02 | 186.37 |
Current service cost | 7.96 | 5.79 |
Past service cost | (22.36) | - |
Interest cost | 12.18 | 11.21 |
Benefits paid | (14.14) | (16.25) |
Remeasurements for the year | 4.59 | (5.10) |
Present value of obligations as of December 31 | 170.24 | 182.02 |
| | |
Sensitivities changes in absolute terms
(RON million) | Discount rate | Salary increase rate |
| +0.50% | -0.50% | +0.50% | -0.50% |
Pensions and other similar obligations increase/ (decrease) | (6.73) | 7.18 | 5.75 | (5.43) |
| | | | |
Maturity profile
(RON million) | Maturity profile | Duration |
| 1-5 years | 6-10 years | >10 years | in years |
Retirement benefits | 34.94 | 52.46 | 38.08 | 9.24 |
| | | | |
Provisions for decommissioning and restoration obligations
Changes in provisions for decommissioning and restoration are shown in the table below. If the value increases, the increase is depreciated over the remaining useful life of the asset, and if it decreases, the decrease is deducted from capitalized asset value or recognized in the income statement if it exceeds the carrying amount of the related asset. The net discount rates applied for calculating the decommissioning and restoration costs at December 31, 2025 were between 2.00% and 3.75% (2024: between 2.50% and 4.25%). A decrease of 1 percentage point in the net discount rates used to calculate the decommissioning and restoration provisions would lead to an additional provision of RON 1,155 million, while in an opposite case the provision would decrease by RON 1,001 million.
Part of the of the Company’s decommissioning and restoration obligations was recorded against receivable from the Romanian State, as these obligations existed prior to privatization (as further explained in Note 9 b)).
Revisions in estimates for decommissioning and restoration provisions arise from the yearly reassessment of the unit cost, the number of wells and other applicable items, as well as the expected timing of the decommissioning and restoration and revision of estimated net discount rates.
Details on the decommissioning and restoration obligations are as follows:
(RON million) | 2025 | 2024 |
January 1 | 8,583.87 | 8,885.16 |
Revisions in estimates | 1,557.53 | (359.10) |
Unwinding effect | 607.01 | 542.69 |
Used in current year | (372.09) | (484.88) |
December 31 | 10,376.32 | 8,583.87 |
| | |
The revisions in estimates impact the assets subject to decommissioning, the income statement or the related receivable from the Romanian State. The unwinding effect is included in the income statement under the interest expenses line (Note 23), net of the unwinding effect on the related receivable from the Romanian State. The effect of changes in the net discount rate or timing of the receivable from the Romanian State (which are additional to the changes in the net discount rate or timing of the decommissioning costs) is included in the income statement under interest expenses or interest income.
Impact from revision in estimates in 2025 was largely due to higher estimated costs and lower net discounting rates.
Impact from revision in estimates in 2024 was largely due to increase in the net discounting rates partially offset by higher estimated unit costs.
Other provisions
December 31, 2025 (RON million) | Total | less than 1 year | over 1 year |
Provisions for CO2 emissions | 916.94 | 916.94 | - |
Environmental provisions | 643.81 | 52.00 | 591.81 |
Other personnel provisions | 77.64 | 77.64 | - |
Provisions for litigations | 76.09 | - | 76.09 |
Residual other provisions | 261.36 | 56.28 | 205.08 |
Total | 1,975.84 | 1,102.86 | 872.98 |
| | | |
December 31, 2024 (RON million) | Total | less than 1 year | over 1 year |
Provisions for CO2 emissions | 829.45 | 829.45 | - |
Environmental provisions | 526.30 | 73.71 | 452.59 |
Other personnel provisions | 80.00 | 78.22 | 1.78 |
Provisions for litigations | 71.57 | 2.58 | 68.99 |
Residual other provisions | 279.05 | 63.13 | 215.92 |
Total | 1,786.37 | 1,047.09 | 739.28 |
| | | |
Provisions for CO2 emissions
OMV Petrom presents assets related to purchased emission certificates and provisions for CO2 emissions gross in the balance sheet. During 2025 an amount of RON 828.19 million was used and an amount of RON 915.68 million was allocated to provisions for CO2 emissions.
Environmental provisions
The environmental provisions were estimated by the management based on the list of environment related projects that must be completed by the Company. Provisions recorded as at December 31, 2025 and 2024 represent the best estimate of the Company’s experts for environmental matters and refer mainly to environmental works in relation to Arpechim refinery site. Environmental provisions are computed using mainly a net discount rate of 3.75% (2024: 4.25%).
The Company recorded certain environmental liabilities against receivable from the Romanian State, as these obligations existed prior to privatization (as further explained in Note 9 b)).
Provisions for litigations
The Company monitors all litigations instigated against it and assesses the likelihood of losses and the related costs using in house lawyers and external legal advisors. The Company has assessed the potential liabilities with respect to ongoing cases and recorded its best estimate of likely cash outflows.
14.INTEREST-BEARING DEBTS
As at December 31, 2025 and December 31, 2024, OMV Petrom S.A. had the following loans:
(RON million) | Agreement amount | Maturity | December 31, 2025 | December 31, 2024 |
Interest bearing debts short-term | | | | |
Cash pooling | | | | |
OMV Petrom Marketing S.R.L. | 2,400.00 | 18-Apr-26 | 1,574.52 | 1,495.68 |
OMV Petrom E&P Bulgaria S.R.L. | 150.00 | 18-Apr-26 | 46.36 | 76.45 |
OMV Petrom Energy Solutions S.R.L. | 40.00 | 19-Jan-29 | 44.88 | 5.16 |
OMV Petrom Global Solutions S.R.L. | 250.00 | 18-Apr-26 | 31.40 | 25.30 |
Petromed Solutions S.R.L. | 15.00 | 18-Apr-26 | 9.40 | 10.43 |
Bridgeconstruct S.R.L. | 15.00 | 15-Oct-29 | 6.22 | 2.47 |
Intertrans Karla S.R.L. | 10.00 | 15-Oct-29 | 3.78 | 2.28 |
ATS Energy S.R.L. | 5.00 | 15-Oct-29 | -3) | 0.35 |
OMV Petrom Aviation S.R.L. | 25.00 | 18-Apr-26 | -1) | -1) |
OPM E-Charge S.R.L. | 10.00 | 05-Jun-29 | -2) | -2) |
Total amounts used | | | 1,716.56 | 1,618.12 |
Accrued interest and other | | | 7.75 | 7.85 |
Total interest bearing debts short-term | | | 1,724.31 | 1,625.97 |
| | | | |
1)As at December 31, 2025, OMV Petrom S.A. had a receivable balance in relation to the cash pooling contract with OMV Petrom Aviation S.R.L in amount of RON 20.60 million (2024: RON 17.25 million) (see Note 28).
2)As of December 31, 2025 OMV Petrom S.A. had a receivable balance in relation to the cash pooling agreement concluded with OPM E-Charge S.R.L. in amount of RON 7.00 million (2024: RON 5.36 million) (see Note 28).
3)As of December 31, 2025 OMV Petrom S.A. had a receivable balance in relation to the cash pooling agreement concluded with ATS Energy S.R.L. in amount of RON 0.04 million (see Note 28).
In addition, as at December 31, 2025 and at December 31, 2024 the Company had several facilities which could be used as overdraft credit lines and/or for issuing letters of bank guarantee and letters of credit. Overdraft lines were not used as at December 31, 2025 and December 31, 2024.
As at December 31, 2025 and 2024, OMV Petrom S.A. was in compliance with all financial covenants stipulated by the loan agreements.
Please refer to Note 33 for details regarding interest rate risk of interest-bearing debts.
15.OTHER FINANCIAL LIABILITIES
(RON million) | December 31, 2025 | less than 1 year | over 1 year |
Derivative financial liabilities (Note 30) | 346.45 | 250.19 | 96.26 |
Other sundry financial liabilities | 561.49 | 534.56 | 26.93 |
Total | 907.94 | 784.75 | 123.19 |
| | | |
(RON million) | December 31, 2024 | less than 1 year | over 1 year |
Derivative financial liabilities (Note 30) | 386.73 | 309.39 | 77.34 |
Other sundry financial liabilities | 544.82 | 478.07 | 66.75 |
Total | 931.55 | 787.46 | 144.09 |
| | | |
Maturity profile of financial liabilities
The table below summarizes the maturity profile of the Company’s financial liabilities based on contractual undiscounted cash flows (also including future finance charges):
December 31, 2025 (RON million) | < 1 year | 1-5 years | > 5 years | Total |
Interest-bearing debts | 1,724.31 | - | - | 1,724.31 |
Lease liabilities | 890.43 | 618.86 | 64.15 | 1,573.44 |
Trade payables | 4,207.40 | - | - | 4,207.40 |
Derivative financial liabilities | 250.19 | 93.17 | 3.09 | 346.45 |
Other financial liabilities | 534.56 | 26.93 | - | 561.49 |
Total | 7,606.89 | 738.96 | 67.24 | 8,413.09 |
| | | | |
December 31, 2024 (RON million) | < 1 year | 1-5 years | > 5 years | Total |
Interest-bearing debts | 1,625.97 | - | - | 1,625.97 |
Lease liabilities | 272.43 | 523.74 | 58.52 | 854.69 |
Trade payables | 3,029.91 | - | - | 3,029.91 |
Derivative financial liabilities | 314.47 | 80.33 | - | 394.80 |
Other financial liabilities | 478.07 | 66.75 | - | 544.82 |
Total | 5,720.85 | 670.82 | 58.52 | 6,450.19 |
| | | | |
It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.
Lease liabilities
The increase of lease liabilities as of December 31, 2025 is mainly driven by new leases, mostly in relation to drilling rig and vessels for Neptun Deep joint operation.
Supplier finance arrangements
OMV Petrom participates in several supplier finance programs under which its suppliers may elect to receive early payment of their invoice from a bank by factoring their receivable from the Company to the bank. Under the afore mentioned agreements, the bank agrees to pay the invoices to a supplier participating in the program and receives settlement from OMV Petrom later. The principal purpose of those programs is to increase for OMV Petrom the payment term of the invoices and to allow the consenting suppliers to cash in their receivables before their maturity. These liabilities are presented within Other financial liabilities until payment.
The following table presents the impact of the supplier finance arrangements on the liabilities of the Company:
| 2025 | 2024 |
(RON million) | Carrying amount of liabilities in scope of supplier finance arrangements | thereof already settled by finance providers | Carrying amount of liabilities in scope of supplier finance arrangements | thereof already settled by finance providers |
Other financial liabilities | 90.61 | 70.76 | 104.93 | 80.18 |
Total supplier finance arrangements | 90.61 | 70.76 | 104.93 | 80.18 |
| | | | |
Range of payment due dates | | | | |
Liabilities that are part of the arrangement | 75 - 180 days | 70 - 180 days |
Comparable trade payables that are not part of the arrangement | 45 - 90 days | 45 - 90 days |
| | | | |
(RON million) | December 31, 2025 | less than 1 year | over 1 year |
Other taxes and social security liabilities | 370.75 | 370.75 | - |
Payments received in advance | 43.00 | 43.00 | - |
Contract liabilities | 439.82 | 439.82 | - |
Other sundry liabilities | 325.14 | 279.48 | 45.66 |
Total | 1,178.71 | 1,133.05 | 45.66 |
| | | |
(RON million) | December 31, 2024 | less than 1 year | over 1 year |
Other taxes and social security liabilities | 415.93 | 415.93 | - |
Payments received in advance | 524.00 | 524.00 | - |
Contract liabilities | 601.57 | 601.57 | - |
Other sundry liabilities | 110.76 | 63.71 | 47.05 |
Total | 1,652.26 | 1,605.21 | 47.05 |
| | | |
Payments received in advance
The decrease in “Payments received in advance” is mainly in relation to Neptun Deep project.
Contract liabilities
Contract liabilities include mainly advance consideration paid by customers for future deliveries of goods or services. The increase during 2024 is mainly in relation to deliveries of petroleum products.
The changes in contract liabilities were as follows:
(RON million) | 2025 | 2024 |
January 1 | 601.57 | 211.13 |
Revenue recognized that was included in the contract liability balance at the beginning of the year | (597.74) | (192.45) |
Net increases due to consideration for future deliveries, excluding amounts recognized as revenue during the year | 435.99 | 582.89 |
December 31 | 439.82 | 601.57 |
| | |
December 31, 2025 (RON million) | Deferred tax assets total | Deferred tax assets not recognized | Deferred tax assets recognized | Deferred tax liabilities |
Tangible and intangible assets | 336.02 | - | 336.02 | - |
Inventories | 26.47 | - | 26.47 | - |
Receivables and other assets | 189.10 | (44.35) | 144.75 | - |
Provisions for pensions and similar obligations | 27.24 | - | 27.24 | - |
Other provisions | 1,818.99 | - | 1,818.99 | - |
Liabilities | 13.77 | - | 13.77 | - |
Total | 2,411.59 | (44.35) | 2,367.24 | - |
Netting (same tax jurisdiction/country) | - | - | - | - |
Deferred tax, net | - | - | 2,367.24 | - |
| | | | |
December 31, 2024 (RON million) | Deferred tax assets total | Deferred tax assets not recognized | Deferred tax assets recognized | Deferred tax liabilities |
Tangible and intangible assets | 480.41 | - | 480.41 | - |
Inventories | 21.33 | - | 21.33 | - |
Receivables and other assets | 246.52 | (44.74) | 201.78 | - |
Provisions for pensions and similar obligations | 30.33 | - | 30.33 | 1.21 |
Other provisions | 1,266.26 | - | 1,266.26 | - |
Liabilities | 10.98 | - | 10.98 | - |
Total | 2,055.83 | (44.74) | 2,011.09 | 1.21 |
Netting (same tax jurisdiction/country) | - | - | (1.21) | (1.21) |
Deferred tax, net | - | - | 2,009.88 | - |
| | | | |
(RON million) | 2025 | 2024 |
Revenues from contracts with customers | 30,404.03 | 29,349.60 |
Revenues from other sources | 330.68 | 79.54 |
Total sales revenues | 30,734.71 | 29,429.14 |
| | |
Revenues from contracts with customers
In the following tables, revenues recorded in 2025 and 2024 are disaggregated by products and reportable segments.
2025 (RON million) | Exploration and Production | Refining and Marketing | Gas and Power | Corporate and Other | Total |
Crude Oil, NGL, condensates | - | 74.83 | - | - | 74.83 |
Natural gas, LNG and power | 12.64 | 3.30 | 11,771.51 | 2.95 | 11,790.40 |
Fuels and heating oil | - | 16,550.99 | - | - | 16,550.99 |
Other refining products | - | 1,346.70 | - | - | 1,346.70 |
Other goods and services | 40.58 | 474.01 | 89.28 | 37.24 | 641.11 |
Total | 53.22 | 18,449.83 | 11,860.79 | 40.19 | 30,404.03 |
| | | | | |
2024 (RON million) | Exploration and Production | Refining and Marketing | Gas and Power | Corporate and Other | Total |
Crude Oil, NGL, condensates | - | 13.25 | - | - | 13.25 |
Natural gas, LNG and power | 9.63 | 3.35 | 8,914.76 | 4.04 | 8,931.78 |
Fuels and heating oil | - | 18,237.45 | - | - | 18,237.45 |
Other refining products | - | 1,533.07 | - | - | 1,533.07 |
Other goods and services | 38.97 | 527.44 | 36.31 | 31.33 | 634.05 |
Total | 48.60 | 20,314.56 | 8,951.07 | 35.37 | 29,349.60 |
| | | | | |
Starting with 2025, the revenues from forward sales of power from own production are presented under „Revenues from contracts with customers” as this better reflects their nature. Revenues from contracts with customers in 2024, as presented above, include the amount of RON 923.29 million representing revenues from forward sales of power from own production, which were previously presented under “Revenues from other sources”.
Revenues from other sources
In 2025, revenues from other sources include mainly the net realized and unrealized gains from fair valuation of power forward contracts amounting to RON 298.46 million (2024: RON 58.08 million).
OMV Petrom acts as a lessor for lease arrangements assessed as operating leases mainly for land, buildings and equipment. Rental and lease revenues in 2025 amount to RON 38.12 million (2024: RON 32.80 million).
19.OTHER OPERATING INCOME
(RON million) | 2025 | 2024 |
Foreign exchange gains from operating activities | 180.14 | 43.90 |
Gains on disposal of businesses and non-current assets | 11.59 | 28.38 |
Residual other operating income | 457.30 | 219.37 |
Total | 649.03 | 291.65 |
| | |
"Residual other operating income” line increased in 2025 mainly following a positive outcome from litigation.
20.NET INCOME FROM CONSOLIDATED SUBSIDIARIES AND EQUITY – ACCOUNTED INVESTMENTS
(RON million) | 2025 | 2024 |
Dividends from subsidiaries and equity-accounted investments | 778.13 | 688.87 |
Net release/(set up) of impairment related to investments | - | 40.00 |
Total | 778.13 | 728.87 |
| | |
21.OTHER OPERATING EXPENSES
(RON million) | 2025 | 2024 |
Foreign exchange losses from operating activities | 171.08 | 51.92 |
Losses on disposal of businesses and non-current assets | 1.18 | 0.44 |
Residual other operating expenses | 1,914.06 | 309.07 |
Total | 2,086.32 | 361.43 |
| | |
“Residual other operating expenses” line in 2025 was impacted by an impairment of financial assets of RON 1,499.41 million related to abandonment obligations foreseen to be incurred by OMV Petrom on its own costs, as detailed in Note 9 b). This line also includes an amount of RON 121.59 million (2024: RON 128.11 million) representing 0.5% tax on turnover, an amount of RON 122.97 million (2024: RON 31.89 million) representing restructuring expenses mainly in relation with reorganization of Exploration and Production business division, an amount of RON 58.40 million (2024: RON 75.71 million) representing research expenses and an amount of RON 29.98 million (2024: RON 30.97 million) representing costs with digitalization initiatives.
For the years ended December 31, 2025 and December 31, 2024 the income statement includes the following personnel expenses:
(RON million) | 2025 | 2024 |
Wages and salaries | 1,783.23 | 1,662.27 |
Other personnel expenses | 316.05 | 258.61 |
Total personnel expenses | 2,099.28 | 1,920.88 |
| | |
Depreciation, amortization and impairment losses, net of write-ups of intangible assets and property, plant and equipment, consisted of:
(RON million) | 2025 | 2024 |
Depreciation and amortization | 2,970.77 | 3,013.73 |
Impairment intangible assets and property, plant and equipment | 2,086.58 | 956.77 |
Write-ups intangible assets and property, plant and equipment | (1,010.23) | (81.20) |
Total depreciation, amortization and net impairment | 4,047.12 | 3,889.30 |
| | |
Net impairment losses booked during the year ended December 31, 2025 for intangible assets and property, plant and equipment were related mostly to Exploration and Production segment in amount of RON 1,083.22 million, reflecting mainly net impairment at CGU level as described in Note 3, unsuccessful workovers and obsolete or replaced assets.
Net impairment losses booked during the year ended December 31, 2024 for intangible assets and property, plant and equipment were related mostly to Exploration and Production segment in amount of RON 951.69 million, reflecting mainly impairment at CGU level as described in Note 3, write-offs of exploration intangibles, unsuccessful workovers and obsolete or replaced assets.
In the income statement for the year ended December 31, 2025 net impairments are included under depreciation, amortization, impairments and write-ups in amount of RON 1,066.78 million (2024: RON 847.36 million) and under exploration expenses in amount of RON 9.57 million (2024: RON 28.21 million).
23.INTEREST INCOME AND INTEREST EXPENSES
(RON million) | 2025 | 2024 |
Interest income | | |
Interest income from receivables and other | 771.28 | 92.39 |
Interest income from short term bank deposits | 492.32 | 713.62 |
Other interest income | 169.92 | 36.96 |
Total interest income | 1,433.52 | 842.97 |
Interest expenses | | |
Interest expenses | (153.21) | (117.51) |
Unwinding expenses for retirement benefits provision | (12.18) | (11.20) |
Unwinding expenses for decommissioning provision, excluding the unwinding income for related Romanian State receivable | (494.60) | (443.51) |
Other unwinding and discounting expenses | (56.88) | (190.65) |
Total interest expenses | (716.87) | (762.87) |
Net interest revenues/ (expenses) | 716.65 | 80.10 |
| | |
24.OTHER FINANCIAL INCOME AND EXPENSES
(RON million) | 2025 | 2024 |
Net foreign exchange gains/(losses) from financing activities | 32.27 | (17.61) |
Net gains/(losses) from investments and financial assets | 0.45 | 1.89 |
Other financial expenses | (9.54) | (9.48) |
Other financial income and expenses | 23.18 | (25.20) |
| | |
(RON million) | 2025 | 2024 |
Current taxes | (699.85) | (768.97) |
Deferred taxes | 356.08 | 134.48 |
Taxes on income – (expense)/revenue | (343.77) | (634.49) |
| | |
The reconciliation of net deferred tax is as follows:
(RON million) | 2025 | 2024 |
Deferred tax asset as at January 1 | 2,009.88 | 1,873.41 |
Deferred tax asset as at December 31 | 2,367.24 | 2,009.88 |
Changes in deferred tax | 357.36 | 136.47 |
thereof deferred tax accounted for in other comprehensive income or directly in equity | 1.28 | 1.99 |
thereof deferred tax revenue/ (expense) in the income statement | 356.08 | 134.48 |
Reconciliation | | |
Profit before tax | 3,411.33 | 4,778.40 |
Income tax rate applicable | 16% | 16% |
Profit tax expense based on income tax rate | (545.81) | (764.54) |
Tax credit | 66.78 | 56.32 |
Change in valuation allowance | 0.39 | 0.77 |
Tax effect of items that are (non-deductible)/non-taxable | 134.87 | 72.96 |
Profit tax expense in the Income Statement | (343.77) | (634.49) |
| | |
Tax effect of items that are (non-deductible)/non-taxable in 2025 and 2024 was generated mainly by non-taxable revenues related to dividends.
Global minimum tax
In December 2023, the Government of Romania, where the Company is incorporated, enacted the Pillar Two legislation effective from January 1, 2024. Under this legislation, the Company is subject to Pillar Two income taxes on profits that are taxed at an effective tax rate of less than 15%.
The Company has performed a preliminary calculation of transitional safe harbours for Pillar Two purposes. Based on the preliminary safe harbor calculation and the detailed Pillar Two calculation for those jurisdictions not qualifying for the safe harbors, no material exposure to Pillar Two income taxes is expected for financial year 2025.
OMV Petrom S.A. is organized into three operating business segments: Exploration and Production, Refining and Marketing and Gas and Power, while management, financing activities and certain service functions are concentrated in the Corporate and Other segment.
OMV Petrom’s involvement in the oil and gas industry, by its nature, exposes it to certain risks. These include political stability, economic conditions, changes in legislation or fiscal regimes, as well as other operating risks inherent in the industry such as the high volatility of commodity prices and of the US dollar. A variety of measures are taken to manage these risks.
Apart from the integration of OMV Petrom’s upstream and downstream operations, and the policy of maintaining a balanced portfolio of assets in the Exploration and Production segment, the main instruments used are operational in nature. There is a company-wide environmental risk reporting system in place, designed to identify existing and potential obligations and to enable timely action to be taken. Insurance and taxation are also dealt with on a company-wide basis. Regular surveys are undertaken across OMV Petrom to identify current litigation and pending court and administrative proceedings.
Business decisions of fundamental importance are made by the Executive Board of OMV Petrom S.A. The business segments are independently managed, as each represents a strategic unit with different products and markets.
Exploration and Production activities are engaged in Romania and main outcome products are crude oil and natural gas, which are sold to other operating segments from OMV Petrom S.A.
Refining and Marketing operates Petrobrazi refinery, with an annual capacity of 4.5 million tons, and produces and delivers gasoline, diesel and other petroleum products to its wholesale customers.
Gas business unit, part of Gas and Power segment, has the strategic objective to focus on gas sales, becoming a regional player. Business division Power, part of Gas and Power segment, mainly extends the gas value chain into a gas fired power plant. As part of transition to low and zero carbon, Power division extended the activity with projects in renewable production area.
The key figure of operating performance for OMV Petrom S.A. is the Operating result. In compiling the segment results, business activities with similar characteristics have been aggregated. Management is of the opinion that the transfer prices of goods and services exchanged between segments correspond to market prices.
Segment reporting
December 31, 2025 (RON million) | Exploration and Production | Refining and Marketing | Gas and Power | Corporate and Other | Total | Consoli- dation | OMV Petrom |
Intersegment sales | 9,186.91 | 114.54 | 311.47 | 186.94 | 9,799.86 | (9,799.86) | - |
Sales with third parties | 61.06 | 18,446.21 | 12,161.47 | 65.97 | 30,734.71 | - | 30,734.71 |
Total sales | 9,247.97 | 18,560.75 | 12,472.94 | 252.91 | 40,534.57 | (9,799.86) | 30,734.71 |
Operating result | (323.19) | 2,201.82 | 611.41 | (122.91) | 2,367.13 | 304.37 | 2,671.50 |
Total assets* | 26,768.04 | 6,174.93 | 1,488.49 | 467.49 | 34,898.95 | - | 34,898.95 |
Additions in PPE/IA | 7,861.95 | 1,259.66 | 191.83 | 72.48 | 9,385.92 | - | 9,385.92 |
Depreciation and amortization | 2,140.50 | 643.16 | 136.16 | 50.95 | 2,970.77 | - | 2,970.77 |
Impairment losses/ (write-ups), net | 1,083.22 | (7.45) | 0.39 | 0.19 | 1,076.35 | - | 1,076.35 |
| | | | | | | |
Information about geographical areas
December 31, 2025 (RON million) | Romania | Rest of Central Eastern Europe | Rest of Europe | Rest of world | OMV Petrom |
Sales with third parties* | 28,608.52 | 2,126.19 | - | - | 30,734.71 |
Total assets** | 34,898.95 | - | - | - | 34,898.95 |
Additions in PPE/IA | 9,385.92 | - | - | - | 9,385.92 |
| | | | | |
Sales with third parties made in Rest of Central Eastern Europe in 2025 include mainly sales of natural gas and power in Hungary amounting to RON 1,596.21 million, as well as sales of natural gas in Bulgaria amounting to RON 57.15 million.
Segment reporting
December 31, 2024 (RON million) | Exploration and Production | Refining and Marketing | Gas and Power | Corporate and Other | Total | Consoli- dation | OMV Petrom |
Intersegment sales | 10,494.73 | 37.04 | 250.17 | 177.24 | 10,959.18 | (10,959.18) | - |
Sales with third parties | 58.96 | 20,306.64 | 9,009.52 | 54.02 | 29,429.14 | - | 29,429.14 |
Total sales | 10,553.69 | 20,343.68 | 9,259.69 | 231.26 | 40,388.32 | (10,959.18) | 29,429.14 |
Operating result | 2,410.47 | 2,181.66 | 350.91 | (264.92) | 4,678.12 | 45.38 | 4,723.50 |
Total assets* | 22,500.65 | 5,551.20 | 1,433.20 | 450.14 | 29,935.19 | - | 29,935.19 |
Additions in PPE/IA | 4,536.37 | 1,019.39 | 284.16 | 84.40 | 5,924.32 | - | 5,924.32 |
Depreciation and amortization | 2,251.21 | 591.06 | 131.09 | 40.37 | 3,013.73 | - | 3,013.73 |
Impairment losses/ (write-ups), net | 951.69 | (76.34) | - | 0.22 | 875.57 | - | 875.57 |
| | | | | | | |
Information about geographical areas
December 31, 2024 (RON million) | Romania | Rest of Central Eastern Europe | Rest of Europe | Rest of world | OMV Petrom |
Sales with third parties* | 27,826.10 | 1,459.16 | 143.88 | - | 29,429.14 |
Total assets** | 29,935.19 | - | - | - | 29,935.19 |
Additions in PPE/IA | 5,924.32 | - | - | - | 5,924.32 |
| | | | | |
Sales with third parties made in Rest of Central Eastern Europe in 2024 include mainly sales of natural gas and power in Hungary amounting to RON 952.85 million, as well as sales of natural gas in Bulgaria amounting to RON 35.06 million.
27.AVERAGE NUMBER OF EMPLOYEES
The number of employees calculated as the average of the month’s end number of employees during the year was 6,701 for 2025 and 7,207 for 2024.
The terms of the outstanding balances receivable from/payable to related parties are typically 0 to 60 days. The balances are unsecured and will be settled mainly in cash.
The balances with related parties comprise also loans receivable and payable, included in the Statement of financial position under “Other financial assets” (see also Note 9) and “Interest-bearing debts” respectively (refer to Note 14).
Dividends receivable are not included in the below balances and revenues.
During 2025, the Company had the following transactions with related parties, including balances as of December 31, 2025:
(RON million) | Nature of transactions | Purchases | Balances payable |
OMV Petrom S.A. subsidiaries | | | |
OMV Petrom Energy Solutions S.R.L. | Services incidental to oil and gas production | 619.62 | 54.61 |
OMV Petrom Marketing S.R.L. | Acquisition of petroleum products and other | 50.38 | 185.39 |
OMV Petrom Aviation S.R.L. | Airport sales services | 47.67 | 6.32 |
OMV Gas Marketing & Trading Hungária Kft. | Acquisition of natural gas and other | 40.16 | 10.40 |
Petromed Solutions S.R.L. | Medical services | 27.94 | 4.01 |
OMV Bulgaria OOD | Various services | 2.38 | 0.17 |
Petrom Moldova S.R.L. | Various services | 0.13 | 0.01 |
Total OMV Petrom S.A. subsidiaries | | 788.28 | 260.91 |
Other related parties | | | |
OMV Gas Marketing & Trading GmbH | Acquisition of natural gas, CO2 certificates and other | 832.09 | 36.33 |
OMV Supply & Trading Limited | Acquisition of crude oil and other | 684.68 | 2.31 |
OMV Petrom Global Solutions S.R.L. | Financial, bookkeeping, IT support and other services | 646.12 | 141.86 |
OMV Downstream GmbH | Acquisition of petroleum products, other materials and services | 167.95 | 26.97 |
OMV Exploration & Production GmbH | Delegation of personnel and other | 125.86 | 29.66 |
OMV Aktiengesellschaft | Delegation of personnel and other | 52.40 | 46.53 |
OMV International (CH) GmbH (former OMV International Oil & Gas GmbH) | Delegation of personnel | 1.30 | 0.18 |
OMV - International Services Ges.m.b.H. | Various acquisitions | 0.26 | 0.02 |
OMV Petrom Georgia LLC | Various services | 0.16 | - |
OMV New Zealand Limited | Various acquisitions | 0.06 | - |
OMV Abu Dhabi Offshore GmbH | Various acquisitions | 0.02 | 0.02 |
Total other related parties | | 2,510.90 | 283.88 |
Total | | 3,299.18 | 544.79 |
| | | |
(RON million) | Nature of transactions | Revenues | Balances receivable |
OMV Petrom S.A. subsidiaries | | | |
OMV Petrom Marketing S.R.L. | Sales of petroleum products | 12,609.84 | 990.74 |
OMV Bulgaria OOD | Sales of petroleum products | 751.02 | 62.29 |
Petrom Moldova S.R.L. | Sales of petroleum products | 277.57 | 53.98 |
OMV Srbjia DOO | Sales of petroleum products | 222.03 | 3.30 |
OMV Gas Marketing & Trading Hungária Kft. | Sales of natural gas | 31.91 | 31.33 |
OMV Petrom Energy Solutions S.R.L. | Various services | 29.08 | 4.74 |
OMV Offshore Bulgaria GmbH | Various services | 10.02 | 1.70 |
Petromed Solutions S.R.L. | Various services | 2.63 | 0.57 |
OMV Petrom Aviation S.R.L. | Various services | 1.12 | 0.43 |
JR Teleorman S.R.L. | Various services | 0.97 | 0.83 |
JR Constanta S.R.L. | Various services | 0.97 | 0.83 |
JR Teleorman Solar S.R.L. | Various services | 0.89 | 0.83 |
OPM E-Charge S.R.L. | Various services | 0.54 | 0.09 |
OMV Petrom E&P Bulgaria S.R.L. | Various services | 0.16 | 0.03 |
ATS Energy S.R.L. | Various services | 0.07 | 0.04 |
BridgeConstruct S.R.L. | Various services | 0.07 | 0.04 |
Intertrans Karla S.R.L. | Various services | 0.07 | 0.04 |
Total OMV Petrom S.A. subsidiaries | | 13,938.96 | 1,151.81 |
Other related parties | | | |
OMV Deutschland Marketing & Trading GmbH & Co. KG | Sales of propylene and petroleum products | 263.63 | 18.83 |
OMV Gas Marketing & Trading GmbH | Sales of natural gas and other | 71.04 | - |
OMV Hungária Ásványolaj Kft. | Sales of petroleum products | 39.39 | 2.54 |
OMV Downstream GmbH | Sales of petroleum products, delegation of personnel and other | 30.86 | 2.30 |
OMV Petrom Global Solutions S.R.L. | Various services | 25.89 | 6.50 |
OMV Aktiengesellschaft | Delegation of personnel and other | 21.62 | 6.98 |
OMV Exploration & Production GmbH | Delegation of personnel and other | 16.37 | 2.37 |
OMV of Libya Limited | Various services | 0.80 | 0.32 |
Dunav Solar Plant EOOD | Various services | 0.64 | - |
OMV Austria Exploration & Production GmbH | Various services | 0.60 | - |
OMV Petrom Biofuels S.R.L. | Various services | 0.19 | - |
OMV - International Services Ges.m.b.H. | Various services | 0.10 | 0.06 |
OMV (Tunesien) Production GmbH | Various services | 0.04 | - |
Petrom Exploration & Production Limited | Various services | 0.02 | - |
OMV Petrom Georgia LLC | Various services | 0.01 | - |
Total other related parties | | 471.20 | 39.90 |
Total | | 14,410.16 | 1,191.71 |
| | | |
The above transactions and balances do not include amounts related to loans granted and received by OMV Petrom from related parties.
During 2024, the Company had the following transactions with related parties, including balances as of December 31, 2024:
(RON million) | Nature of transactions | Purchases | Balances payable |
OMV Petrom S.A. subsidiaries | | | |
OMV Petrom Energy Solutions S.R.L. | Services incidental to oil and gas production | 143.46 | 51.52 |
OMV Petrom Aviation S.R.L. | Airport sales services | 43.59 | 4.74 |
OMV Petrom Marketing S.R.L. | Acquisition of petroleum products and other | 38.79 | 325.19 |
Petromed Solutions S.R.L. | Medical services | 23.99 | 2.30 |
OMV Bulgaria OOD | Various services | 0.90 | 0.24 |
OMV Petrom Georgia LLC | Various services | 0.52 | 0.06 |
Petrom Moldova S.R.L. | Various services | 0.14 | 0.02 |
Total OMV Petrom S.A. subsidiaries | | 251.39 | 384.07 |
Other related parties | | | |
OMV Gas Marketing & Trading GmbH | Acquisition of natural gas and CO2 certificates | 812.18 | 1.56 |
OMV Petrom Global Solutions S.R.L. | Financial, bookkeeping, IT support and other services | 617.35 | 146.12 |
OMV Supply & Trading Limited | Acquisition of crude oil and other | 337.23 | 6.65 |
OMV Exploration & Production GmbH | Delegation of personnel and other | 124.19 | 25.34 |
OMV Aktiengesellschaft | Delegation of personnel and other | 40.48 | 37.52 |
OMV Downstream GmbH | Acquisition of petroleum products, other materials and services | 36.70 | 10.73 |
OMV International (CH) GmbH (former OMV International Oil & Gas GmbH) | Delegation of personnel | 1.13 | 0.09 |
OMV - International Services Ges.m.b.H. | Various acquisitions | 0.26 | 0.02 |
OMV Abu Dhabi Production GmbH | Various acquisitions | 0.10 | 0.01 |
Total other related parties | | 1,969.62 | 228.04 |
Total | | 2,221.01 | 612.11 |
| | | |
(RON million) | Nature of transactions | Revenues | Balances receivable |
OMV Petrom S.A. subsidiaries | | | |
OMV Petrom Marketing S.R.L. | Sales of petroleum products | 13,649.85 | 893.45 |
OMV Bulgaria OOD | Sales of petroleum products | 839.96 | 64.12 |
Petrom Moldova S.R.L. | Sales of petroleum products | 339.54 | 17.46 |
OMV Srbjia DOO | Sales of petroleum products | 249.41 | 8.71 |
OMV Offshore Bulgaria GmbH | Various services | 3.14 | 1.60 |
OMV Petrom Energy Solutions S.R.L. | Various services | 2.90 | 1.62 |
Petromed Solutions S.R.L. | Various services | 2.59 | 0.41 |
OMV Petrom Aviation S.R.L. | Various services | 0.98 | 0.21 |
JR Teleorman Solar S.R.L. | Various services | 0.78 | 0.92 |
JR Teleorman S.R.L. | Various services | 0.67 | 0.79 |
JR Constanta S.R.L. | Various services | 0.67 | 0.79 |
OMV Petrom E&P Bulgaria S.R.L. | Various services | 0.18 | 0.01 |
OPM E-Charge S.R.L. | Various services | 0.17 | 0.14 |
OMV Petrom Georgia LLC | Various services | 0.12 | 0.02 |
ATS Energy S.R.L. | Various services | 0.03 | 0.03 |
BridgeConstruct S.R.L. | Various services | 0.03 | 0.03 |
Intertrans Karla S.R.L. | Various services | 0.03 | 0.03 |
Total OMV Petrom S.A. subsidiaries | | 15,091.05 | 990.34 |
Other related parties | | | |
OMV Downstream GmbH | Sales of petroleum products, delegation of personnel and other | 340.60 | 28.67 |
OMV Deutschland Marketing & Trading GmbH & Co. KG | Sales of propylene and petroleum products | 269.71 | 37.48 |
OMV Gas Marketing & Trading GmbH | Sales of natural gas and other | 74.27 | - |
OMV Petrom Global Solutions S.R.L. | Various services | 26.38 | 8.73 |
OMV Hungária Ásványolaj Kft. | Sales of petroleum products | 24.92 | 2.12 |
OMV Exploration & Production GmbH | Delegation of personnel and other | 19.12 | 5.40 |
OMV Aktiengesellschaft | Delegation of personnel and other | 14.36 | 5.72 |
OMV Petrom Biofuels S.R.L. | Various services | 0.21 | 0.01 |
OMV Supply & Trading Limited | Various services | 0.07 | 0.07 |
OMV - International Services Ges.m.b.H. | Various services | 0.04 | - |
Petrom Exploration & Production Limited | Various services | 0.02 | - |
Borealis Polyolefins S.R.L. | Various services | 0.02 | - |
OMV Abu Dhabi Offshore GmbH | Various services | 0.01 | - |
Total other related parties | | 769.73 | 88.20 |
Total | | 15,860.78 | 1,078.54 |
| | | |
The above transactions and balances do not include amounts related to loans granted and received by OMV Petrom from related parties.
The loans granted by the Company to related parties, as well as the balances receivable in respect to these loans as of December 31, 2025 and December 31, 2024 are presented below:
(RON million) | Agreement amount1) | Final Maturity | December 31, 2025 | December 31, 2024 |
OMV Petrom S.A. subsidiaries | | | | |
OMV Offshore Bulgaria GmbH | 509.85 | 31-Aug-30 | 214.35 | 209.16 |
OPM E-Charge S.R.L.2) | 125.00 | 06-Aug-29 | 90.37 | 28.49 |
OMV Bulgaria OOD | 280.42 | 30-Dec-28 | 58.73 | 48.35 |
Petrom Moldova S.R.L. | 127.46 | 07-Aug-29 | 51.07 | 37.37 |
OMV Srbjia DOO | 101.97 | 28-Apr-28 | 51.06 | - |
OMV Petrom Aviation S.R.L.2) | 100.00 | 10-Sep-29 | 45.79 | 17.32 |
OMV Gas Marketing & Trading Hungária Kft. | 50.99 | 01-Feb-30 | 29.11 | - |
JR Teleorman S.R.L. | 19.37 | 30-Sep-26 | 8.00 | 7.81 |
JR Teleorman Solar S.R.L. | 23.96 | 30-Sep-26 | 7.18 | 7.01 |
JR Constanta S.R.L. | 18.35 | 30-Sep-26 | 6.82 | 6.66 |
ATS Energy S.R.L.2) | 5.00 | 15-Oct-29 | 0.04 | - |
Total OMV Petrom S.A. subsidiaries | 1,362.37 | | 562.52 | 362.17 |
Other related parties | | | | |
Electrocentrale Borzesti S.R.L. | 294.49 | 29-Sep-30 | 281.96 | 125.81 |
Dunav Solar Plant EOOD | 7.34 | 30-Sep-29 | 7.47 | - |
CIL PV Plant S.R.L. | 7.06 | 21-Nov-30 | 6.62 | 0.68 |
Enerintens Solar S.R.L. | 5.10 | 11-Feb-28 | 4.56 | - |
Tenersolar Park S.R.L. | 4.08 | 11-Feb-28 | 4.03 | - |
Total other related parties | 318.07 | | 304.64 | 126.49 |
Total | 1,680.44 | | 867.16 | 488.66 |
| | | | |
Interest income and interest expenses as well as balances receivable and balances payable related to interest income and interest expenses in respect to related parties are presented below:
(RON million) | Interest income 2025 | Balances receivable at December 31, 2025 | Interest income 2024 | Balances receivable at December 31, 2024 |
OMV Petrom S.A. subsidiaries | | | | |
OMV Offshore Bulgaria GmbH | 7.80 | 0.35 | 9.99 | 0.38 |
OPM E-Charge S.R.L. | 6.52 | 0.37 | 0.75 | 0.09 |
OMV Petrom Aviation S.R.L. | 2.85 | 0.19 | 0.51 | - |
OMV Srbija DOO | 1.65 | 0.08 | 1.08 | - |
Petrom Moldova S.R.L. | 1.53 | 0.09 | 2.84 | 0.06 |
OMV Bulgaria OOD | 1.22 | 0.10 | 4.17 | 0.10 |
OMV Gas Marketing & Trading Hungária Kft. | 0.88 | 0.05 | - | - |
JR Teleorman S.R.L. | 0.39 | 0.02 | 0.18 | 0.02 |
JR Solar Teleorman S.R.L. | 0.35 | 0.02 | 0.21 | 0.03 |
JR Constanta S.R.L. | 0.33 | 0.02 | 0.16 | 0.02 |
OMV Petrom Energy Solutions S.R.L. | 0.08 | - | 0.01 | - |
ATS Energy S.R.L. | 0.04 | - | 0.01 | - |
Total OMV Petrom S.A. subsidiaries | 23.64 | 1.29 | 19.91 | 0.70 |
Other related parties | | | | |
Electrocentrale Borzesti S.R.L. | 9.80 | 0.61 | 2.00 | 1.90 |
CIL PV Plant S.R.L. | 0.21 | 0.22 | - | - |
Enerintens Solar S.R.L. | 0.12 | 0.12 | - | - |
Dunav Solar Plant EOOD | 0.11 | 0.11 | - | - |
Tenersolar Park S.R.L. | 0.10 | 0.10 | - | - |
OMV Petrom Global Solutions S.R.L. | 0.01 | - | - | - |
Total other related parties | 10.35 | 1.16 | 2.00 | 1.90 |
Total | 33.99 | 2.45 | 21.91 | 2.60 |
| | | | |
(RON million) | Interest expenses 2025 | Balances payable at December 31, 2025 | Interest expenses 2024 | Balances payable at December 31, 2024 |
OMV Petrom S.A. subsidiaries | | | | |
OMV Petrom Marketing S.R.L. | 95.64 | 6.91 | 82.27 | 6.78 |
OMV Petrom E&P Bulgaria S.R.L. | 3.70 | 0.23 | 3.40 | 0.37 |
OMV Petrom Energy Solutions S.R.L. | 1.89 | 0.28 | 0.35 | 0.08 |
Petromed Solutions S.R.L. | 0.54 | 0.05 | 0.45 | 0.04 |
BridgeConstruct S.R.L. | 0.24 | 0.02 | 0.02 | 0.01 |
Intertrans Karla S.R.L. | 0.17 | 0.02 | 0.01 | 0.01 |
ATS Energy S.R.L. | 0.01 | - | - | - |
Total OMV Petrom S.A. subsidiaries | 102.19 | 7.51 | 86.50 | 7.29 |
Other related parties | | | | |
OMV Petrom Global Solutions S.R.L. | 2.64 | 0.25 | 5.96 | 0.41 |
Total other related parties | 2.64 | 0.25 | 5.96 | 0.41 |
Total | 104.83 | 7.76 | 92.46 | 7.70 |
| | | | |
The balances payable to related parties in relation to cash pooling agreements are presented in Note 14.
In September 2024, OMV Petrom finalized the acquisition of 50% shares in the joint venture Electrocentrale Borzesti S.R.L., held together with RNV Infrastructure. Both partners plan to invest approximately EUR 1.3 billion in renewable power projects according to the shareholders’ agreement, including a large portion of external financing. Therefore, part of the estimated investment will be financed by share capital increase and/or by shareholder loans granted to the joint venture equally by both partners, subject to obtaining the final investment decision for the respective projects. As of December 31, 2025, the loans receivable by OMV Petrom from Electrocentrale Borzesti S.R.L. amounted to RON 281.96 million (December 31, 2024: RON 125.81 million), as presented above.
Ultimate parent
As disclosed in Note 1, OMV Petrom S.A.’s major shareholder is OMV Aktiengesellschaft, being the ultimate parent of the Group, with its office based at Trabrennstraße 6-8, 1020 Vienna, Austria. As at December 31, 2025, the main shareholders of OMV Aktiengesellschaft are Österreichische Beteiligungs AG (ÖBAG, Vienna, which is in turn wholly owned by the Republic of Austria), holding an interest of 31.5% and Abu Dhabi National Oil Company P.J.S.C. (ADNOC, Abu Dhabi), holding an interest of 24.9% in OMV Aktiengesellschaft.
The consolidated financial statements of OMV Aktiengesellschaft are prepared in accordance with IFRS as adopted by the EU and in accordance with the supplementary accounting regulations pursuant to Sec. 245a, Para. 1 of the Austrian Company Code (UGB) and are available on OMV’s website:
https://www.omv.com/en/investor-relations/publications
Government-related entities
Based on the OMV Petrom ownership structure, the Romanian State via the Ministry of Energy has significant influence over OMV Petrom and therefore there are companies controlled or jointly controlled by the Romanian State which, together with their subsidiaries, are related parties for OMV Petrom. In the normal course of business, OMV Petrom has sales and purchases transactions with some of these related parties, at normal market terms, unless otherwise specified in the legislation.
In May 2022, S.N.G.N. Romgaz S.A. (“Romgaz”) signed a share sale and purchase agreement for the acquisition of ExxonMobil Exploration and Production Romania Limited, which had a farm out arrangement with OMV Petrom and a 50% participating interest in the Neptun Deepwater block in Black Sea.
In October 2022, OMV Petrom S.A. and Complexul Energetic Oltenia S.A. have signed a partnership agreement to build four photovoltaic parks in Romania, with a total capacity of ~450 MW, through four separate legal entities, in a 50% - 50% equity interest structure.
For more details on these joint arrangements see Note 32.
Key management remuneration
In 2025, the General Meeting of Shareholders of OMV Petrom S.A. approved an annual gross remuneration corresponding to a net remuneration for each member of the Supervisory Board amounting to EUR 27,500 per year (for 2024: EUR 22,000 per year), an additional annual gross remuneration corresponding to a net remuneration of EUR 25,000 for each member for the Audit Committee (for 2024: EUR 4,400 per meeting) and an additional annual gross remuneration corresponding to a net remuneration of EUR 12,500 for each member for the Presidential and Nomination Committee (for 2024: EUR 2,200 per meeting). These levels of remuneration apply since the Ordinary General Meeting of Shareholders in April 2025. Presidential and Nomination Committee was renamed during 2025 into "Nomination and Remuneration Committee". The aggregate amount of remuneration for the members of the Supervisory Board and Committees amounted to RON 2.02 million (2024: RON 1.77 million).
As at December 31, 2025 and 2024, there were no loans or advances granted by any of the Group companies to the members of the Supervisory Board. As at December 31, 2025 and 2024, the Company did not have any obligations regarding pension payments to former members of the Supervisory Board.
The aggregate amount of remuneration and other benefits, including benefits in-kind, paid in 2025 to the active and former members of the Executive Board and the directors reporting to Executive Board members, collectively as a group, for their activities performed in all capacities, amounted to RON 76.17 million (2024: RON 68.69 million), representing short term employee benefits RON 69.51 million (2024: RON 58.65 million) and share based payment and other long term benefits RON 6.66 million (2024: RON 10.04 million). The balances payable as of December 31, 2025, represents both short term and long term benefits payable in the future estimated to an amount of RON 25 million (2024: RON: 23 million).
The remuneration paid to members of the Executive Board and to the directors reporting to Executive Board members aims to be at competitive levels and consists of:
29.CASH FLOW STATEMENT INFORMATION
Cash and cash equivalents
(RON million) | December 31, 2025 | December 31, 2024 |
Cash at banks and on hand | 247.03 | 70.19 |
Short-term deposits | 6,479.11 | 8,849.22 |
Cash and cash equivalents | 6,726.14 | 8,919.41 |
| | |
Interest received
In 2025, interest received was positively impacted by favourable outcome from litigation. The positive impact did not arise from a direct cash inflow, but from set off against various liabilities.
Other items
In 2025, other items comprised mainly the change in the fair value of derivatives through income statement and impact from reassessment of long-term receivables. In 2024, other items included mainly the solidarity contribution for 2023 paid during 2024 and the impact from reassessment of long-term receivables.
Intangible assets and property, plant and equipment
Payments made for investments in intangible assets and property, plant and equipment are derived from additions to intangible assets and property, plant and equipment, by eliminating non-cash items, such as effects from lease contracts and the reassessment of decommissioning and restoration obligations, and considering changes in liabilities for investments and net advances paid for fixed assets.
Investments and other financial assets
During 2025 OMV Petrom invested an amount of RON 539.08 million in Romanian Treasury bills and Government bonds (2024: RON 561.42 million), reflected in line “Investments and other financial assets”.
In addition, this position comprises payments made in relation to companies acquired by OMV Petrom during 2025 and 2024, as presented in Note 8: RON 111.58 million related to subsidiaries (2024: RON 403.41 million) and RON 105.09 million related to joint ventures (2024: RON 292.91 million), while in 2024 it included also payments of RON 42.05 million for other equity investments.
Net loans reimbursed by/(given to) affiliates
Net loans reimbursed by/(given to) affiliates reflected loans granted by OMV Petrom S.A. during 2025 amounting to RON 599.85 million (2024: RON 386.69 million) and loans reimbursed amounting to RON 245.69 million (2024: RON 294.04 million).
Divestments and other investing cash inflows
The investments in Romanian Treasury bills and Government bonds which were redeemed during 2025 are amounting to RON 756.65 million (2024: RON 1,494.52 million), reflected in line “Cash inflows in relation to non-current assets and financial assets”.
Other effects reflected under “Cash inflows in relation to non-current assets and financial assets” in 2025 refer mainly to European fund prefinancing received for building four photovoltaic parks in partnership with Complexul Energetic Oltenia and to encashments in relation to leases.
Cash inflows from transfer of business in 2024 were in relation to the transfer of 40 marginal onshore oil and gas fields to Dacian Petroleum S.R.L., which was closed on December 1, 2021. During 2025 and 2024 OMV Petrom did not transfer any business.
Exploration cash flows
The amount of cash outflows in relation to exploration activities incurred by OMV Petrom S.A. for the year ended December 31, 2025 is of RON 131.40 million (2024: RON 159.15 million), out of which the amount of RON 83.52 million is related to operating activities (2024: RON 87.85 million) and the amount of RON 47.88 million represents cash outflows for exploration investing activities (2024: RON 71.30 million).
Drawings and repayments of borrowings
The following tables show the reconciliation of the changes in liabilities arising from financing activities:
(RON million) | Interest- bearing debts | Lease liabilities | Total |
January 1, 2025 | 1,625.97 | 787.32 | 2,413.29 |
Repayments of interest bearing debts and principal portion of lease liabilities | - | (643.09) | (643.09) |
Increase in interest bearing debts | 6.10 | - | 6.10 |
Net increase/(decrease) in loans with subsidiaries | 92.34 | - | 92.34 |
Total cash flows relating to financing activities | 98.44 | (643.09) | (544.65) |
Lease liabilities recognized during the year | - | 1,635.64 | 1,635.64 |
Net other changes | (0.10) | (287.37) | (287.47) |
Total non-cash changes | (0.10) | 1,348.27 | 1,348.17 |
December 31, 2025 | 1,724.31 | 1,492.50 | 3,216.81 |
thereof short-term | 1,724.31 | 849.52 | 2,573.83 |
thereof long-term | - | 642.98 | 642.98 |
| | | |
(RON million) | Interest- bearing debts | Lease liabilities | Total |
January 1, 2024 | 1,256.41 | 426.50 | 1,682.91 |
Repayments of interest bearing debts and principal portion of lease liabilities | (83.85) | (285.93) | (369.78) |
Net increase/(decrease) in loans with subsidiaries | 453.52 | - | 453.52 |
Total cash flows relating to financing activities | 369.67 | (285.93) | 83.74 |
Lease liabilities recognized during the year | - | 536.66 | 536.66 |
Net other changes | (0.11) | 110.09 | 109.98 |
Total non-cash changes | (0.11) | 646.75 | 646.64 |
December 31, 2024 | 1,625.97 | 787.32 | 2,413.29 |
thereof short-term | 1,625.97 | 248.00 | 1,873.97 |
thereof long-term | - | 539.32 | 539.32 |
| | | |
As of December 31, 2025, the Company had available RON 848.24 million of undrawn committed borrowing facilities that may be used without any restrictions (December 31, 2024: RON 508.67 million).
30.FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
The following overview presents the measurement of assets and liabilities recognized at fair value.
In accordance with IFRS 13, the individual levels are defined as follows:
Level 1: Using quoted prices in active markets for identical assets or liabilities.
Level 2: Using inputs for the asset or liability, other than quoted prices, that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). In order to determine the fair value for financial instruments, usually forward prices of commodities, as obtained from the market, and foreign exchange rates are used as inputs to the valuation model.
Level 3: Using inputs for the asset or liability that are not based on observable market data such as prices, but on internal models or other valuation methods.
Fair value hierarchy of financial assets as at December 31, 2025
(RON million) | Level 1 | Level 2 | Level 3 | Total |
Derivatives valued at fair value through profit or loss | - | 748.60 | - | 748.60 |
Equity investments | - | 22.14 | 13.78 | 35.92 |
Total | - | 770.74 | 13.78 | 784.52 |
| | | | |
Fair value hierarchy of financial liabilities as at December 31, 2025
(RON million) | Level 1 | Level 2 | Level 3 | Total |
Derivatives valued at fair value through profit or loss | - | (346.45) | - | (346.45) |
Other financial liabilities | - | - | (42.34) | (42.34) |
Total | - | (346.45) | (42.34) | (388.79) |
| | | | |
Fair value hierarchy of financial assets as at December 31, 2024
(RON million) | Level 1 | Level 2 | Level 3 | Total |
Derivatives valued at fair value through profit or loss | - | 471.38 | - | 471.38 |
Equity investments | - | 22.14 | 13.78 | 35.92 |
Total | - | 493.52 | 13.78 | 507.30 |
| | | | |
Fair value hierarchy of financial liabilities as at December 31, 2024
(RON million) | Level 1 | Level 2 | Level 3 | Total |
Derivatives valued at fair value through profit or loss | - | (386.73) | - | (386.73) |
Other financial liabilities | - | - | (55.64) | (55.64) |
Total | - | (386.73) | (55.64) | (442.37) |
| | | | |
There were no transfers between levels of the fair value hierarchy. There were no changes in the fair value measurement techniques for assets and liabilities that are measured at fair value.
The carrying amount of financial assets and financial liabilities valued at amortized cost approximates their fair value.
Offsetting of financial assets and liabilities
According to IAS 32, financial assets and liabilities are offset and the net amounts are reported in the statement of financial position when OMV Petrom has a current legally enforceable right to set-off the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. OMV Petrom enters in the normal course of business into various master netting arrangements in the form of International Swaps and Derivatives Association (ISDA) agreements or European Federation of Energy Traders (EFET) agreements or other similar arrangements. When the offsetting criteria mentioned in IAS 32 are met, corresponding financial assets and liabilities are presented net in the statement of the financial position.
The following tables present the carrying amounts of recognized financial assets and financial liabilities that are subject to various netting arrangements. The values in the net column would be on the Company’s statement of financial position, if all set-off rights were exercised.
Offsetting of financial assets 2025
(RON million) | Gross amounts | Amounts set-off in the statement of financial position | Net amounts presented in the statement of financial position* | Assets available to set-off** (not offset) | Net amounts |
Derivative financial instruments | 762.04 | (13.44) | 748.60 | (16.54) | 732.06 |
Trade receivables | 2,744.80 | (72.38) | 2,672.42 | - | 2,672.42 |
Other sundry financial assets | 1,426.55 | (2.02) | 1,424.53 | - | 1,424.53 |
Total | 4,933.39 | (87.84) | 4,845.55 | (16.54) | 4,829.01 |
| | | | | |
Offsetting of financial liabilities 2025
(RON million) | Gross amounts | Amounts set-off in the statement of financial position | Net amounts presented in the statement of financial position* | Liabilities available to set-off** (not offset) | Net amounts |
Derivative financial instruments | 359.89 | (13.44) | 346.45 | (16.54) | 329.91 |
Trade payables | 4,279.78 | (72.38) | 4,207.40 | - | 4,207.40 |
Other sundry financial liabilities | 563.51 | (2.02) | 561.49 | - | 561.49 |
Total | 5,203.18 | (87.84) | 5,115.34 | (16.54) | 5,098.80 |
| | | | | |
Offsetting of financial assets 2024
(RON million) | Gross amounts | Amounts set-off in the statement of financial position | Net amounts presented in the statement of financial position* | Assets available to set-off** (not offset) | Net amounts |
Derivative financial instruments | 635.43 | (164.05) | 471.38 | (13.30) | 458.08 |
Trade receivables | 2,578.08 | (10.69) | 2,567.39 | (11.45) | 2,555.94 |
Other sundry financial assets | 696.16 | (0.99) | 695.17 | (0.26) | 694.91 |
Total | 3,909.67 | (175.73) | 3,733.94 | (25.01) | 3,708.93 |
| | | | | |
Offsetting of financial liabilities 2024
(RON million) | Gross amounts | Amounts set-off in the statement of financial position | Net amounts presented in the statement of financial position* | Liabilities available to set-off** (not offset) | Net amounts |
Derivative financial instruments | 550.78 | (164.05) | 386.73 | (13.30) | 373.43 |
Trade payables | 3,040.60 | (10.69) | 3,029.91 | (11.45) | 3,018.46 |
Other sundry financial liabilities | 545.81 | (0.99) | 544.82 | (0.26) | 544.56 |
Total | 4,137.19 | (175.73) | 3,961.46 | (25.01) | 3,936.45 |
| | | | | |
31.COMMITMENTS AND CONTINGENCIES
Commitments for acquisitions of intangible assets, property, plant and equipment, and lease commitments
As at December 31, 2025, the Company’s total commitments for the acquisition of intangible assets, property, plant, and equipment and lease commitments are in amount of RON 7,764.50 million (2024: RON 9,585.80 million), largely related to Neptun Deep project, including leases not yet commenced in 2025 but committed of RON 38.19 million (2024: RON 584.33 million). Out of total commitments, the ones for acquisitions of property, plant and equipment amounted RON 7,429.97 million (2024: RON 8,935.67 million) and the ones for acquisition of intangible assets amounted to RON 296.34 million (2024: RON 65.81 million).
Litigations
We face a variety of litigations, arbitrations, proceedings and disputes referring to a wide range of subjects, such as, but without being limited to, real estate matters, fiscal matters, intellectual property, environmental, administrative matters, commercial matters, labour related litigation, debt recovery, insolvency of contractors, criminal deeds, and contraventional matters. It is possible that unanticipated judicial outcomes might occur.
The Company provides for litigations that are more likely than not to result in obligations. Management is of the opinion that for litigations, to the extent not covered by provisions, there is either no present obligation, the possibility of an outflow is remote or the related amounts are not significant.
Contingent liabilities
The production facilities and properties of the Company are subject to a variety of environmental protection laws and regulations; provisions are made for obligations arising from environmental protection measures in accordance with the Company’s accounting policies.
As part of the ordinary course of the Company’s business, bank guarantees were issued on behalf of OMV Petrom, mainly under credit facilities granted by banks, without cash collateral. No material losses are likely to arise from such guarantees.
32.INTERESTS IN JOINT ARRANGEMENTS
Joint operations
In 2008, OMV Petrom S.A. entered into a farm out arrangement with ExxonMobil Exploration and Production Romania Limited (“Exxon”) with the purpose to explore and develop the Neptun Deepwater block in the Black Sea and retained a participating interest of 50%. In August 2011, Exxon was appointed as operator (previously OMV Petrom S.A. was operator). In May 2022, S.N.G.N. Romgaz S.A. (“Romgaz”) signed a share sale and purchase agreement for the acquisition of Exxon, and thus its participating interest in the block. On August 1, 2022, the deal was finalized and on the same date OMV Petrom took over the operatorship for the Neptun Deep block, the project being developed with Romgaz (through its subsidiary Romgaz Black Sea Limited), with each company having a 50% participating interest. In 2023, OMV Petrom took the final investment decision for the Neptun Deep project and the development plan approved by OMV Petrom and Romgaz was endorsed by the National Agency for Mineral Resources. As at December 31, 2025, the project to develop Neptun Deep is ongoing and first gas is expected during 2027. Total transactions with Romgaz Black Sea Limited in 2025 amounted to RON 2,737 million (2024: RON 2,213 million).
In 2010, OMV Petrom S.A. entered into a farm out arrangement with Hunt Oil Company of Romania S.R.L. (“Hunt”) with the purpose to explore and develop Adjud and Urziceni East onshore blocks and retained a participating interest of 50%. Starting October 2013, Hunt has been appointed as operator (previously OMV Petrom S.A. was operator). In January 2024, OMV Petrom received a notification from Hunt on its decision to withdraw from the joint operating agreement, which was completed in August 2024, after approval by the Romanian Government. At the end of 2025, OMV Petrom holds 100% interest in the blocks previously mentioned.
In 2022, OMV Petrom entered into a partnership with Complexul Energetic Oltenia to build four photovoltaic parks with a total capacity of approximately 450 MW. The parks will be developed through four separate legal entities, in a 50% - 50% equity interest structure. The intention is to sell the produced electricity by these entities to the two partners in equal shares. In 2023, the financing contracts to construct the photovoltaic parks have been signed by the Ministry of Energy, as contracting authority, and by the four legal entities, beneficiaries of this financing and responsible for implementing the projects. During 2024, to ensure co-financing of the construction of the parks, the partners increased the share capital of three entities, while for the fourth entity the share capital was increased in 2025. During 2025 the entities received the prefinancing from the Ministry of Energy and the construction of the solar parks started.
Joint activities described above were classified as joint operations according with IFRS 11.
Joint ventures
On September 30, 2024, OMV Petrom S.A. finalized the acquisition of 50% shares in Electrocentrale Borzesti S.R.L., a holding entity with five fully owned subsidiaries engaged in the development of 1 GW capacity of renewable power projects, wind and solar.
On November 29, 2024, OMV Petrom S.A. became the owner of 50% shares in CIL PV Plant S.R.L., Enerintens Solar S.R.L. and Tenersolar Park S.R.L., owning photovoltaic projects of 130 MW capacity at ready to build stage, by way of purchasing 10% shares and making share capital increases in the companies in order to reach 50% participation.
On December 30, 2024, OMV Petrom S.A. finalized the acquisition of 40.48% shares in Respira Verde S.R.L., providing services in the area of used cooking oil collection. During 2025, the shareholding in this entity was increased to 41.86%.
On September 29, 2025, OMV Petrom S.A. finalized the acquisition from Enery Element Gmbh of 50% shares in Dunav Solar Plant EOOD, an entity in Bulgaria engaged in developing a photovoltaic project with an estimated capacity of 400 MW.
As OMV Petrom has joint control over the above entities and rights to their net assets, it accounts for these companies as joint ventures according with IFRS 11.
Capital risk management
OMV Petrom S.A. continuously manages its capital adequacy to ensure that it is optimally capitalized, in accordance with its risks exposure, in order to maximize the return to shareholders. The capital structure of OMV Petrom S.A. consists of stockholders’ equity (comprising share capital, reserves and revenue reserves as disclosed in the “Statement of Changes in Equity”) and debt (which includes the short and long term Interest-bearing debts and Lease liabilities). Capital risk management at OMV Petrom S.A. is part of the value management and it is based on permanent review of the gearing ratio of the Company.
Net debt is calculated as interest-bearing debts and lease liabilities, less cash and cash equivalents. Due to the significant cash balance, OMV Petrom S.A. reported a net cash position of RON 3,509.33 million at December 31, 2025 (2024: RON 6,506.12 million).
Risk management objectives and policies
The objective of OMV Petrom Risk Management function is to provide assurance that the risks are well managed and kept under control by the risk owners. The risks are assessed and monitored individually, with a dedicated set of mitigating measures put in place.
To ensure that management takes risk-informed decisions, with adequate consideration of actual and prospective information/data, OMV Petrom Executive Board has empowered a dedicated Risk Management function with the objective to centrally lead and coordinate the Company’s risk management-related processes. This department ensures that well-defined and consistent risk management processes, tools, and techniques are applied across the entire organization. Risk ownership is assigned to the managers who are best suited to oversee and manage the respective risk. OMV Petrom’s consolidated risk profile is reported twice a year to the Executive Board and to Supervisory Board’s Audit Committee.
Risk exposures and responses
OMV Petrom’s Risk Management function performs a central coordination of a mid-term Enterprise Wide Risk Management (EWRM) and a long-term Strategic Risk Management processes in which it actively pursues the identification, analysis, evaluation and treatment of significant risks (market and financial, operational and strategic) in order to assess their effects on planned cash flows, to engage management in planning and implementing mitigating actions and to provide to the Executive Board and Supervisory Board’s Audit Committee members the assurance that risks are under control.
The main purpose of the OMV Petrom’s EWRM process is to deliver value through risk-based management and decision-making. OMV Petrom is constantly enhancing the EWRM process based on internal and external requirements. The process is facilitated by OMV Petrom IT system supporting the established individual process steps (risk identification, risk analysis, risk evaluation, risk treatment, reporting, and risk review through continuous monitoring of changes to the risk profile), guided by the ISO 31000 risk management framework.
Beside the business operational and strategic category of exposures, the market and financial risk category plays an important role in the Company’s risk profile and it is managed with dedicated diligence – market and financial risks include, market price risk, foreign exchange risk, interest rate risk, counterparty credit risk, and liquidity risk.
Response wise, any risk which increases near to its significance level or which is sensitive to the risk appetite level is monitored and specific treatment plans are proposed, approved and implemented accordingly in order to decrease the risk exposure.
Market price risk
In regard to the market price risk, OMV Petrom is naturally exposed to the price-driven volatility of cash flows generated by production, refining and marketing activities associated with crude oil, oil products, natural gas and electricity. Market risk has core strategic importance within OMV Petrom’s risk profile and liquidity. The market price risks of OMV Petrom commodities are closely analysed, quantified and evaluated.
Derivative financial instruments are used where appropriate to manage market price risks resulting from changes in commodity prices and foreign exchange rates, which could have a negative effect on assets, liabilities or expected future cash flows.
For the purpose of mitigating market price risks the Company enters into derivative financial instruments such as OTC swaps, futures and forwards. Swaps do not involve an investment at the time the contracts are concluded; settlement normally takes place at the end of the quarter or month.
Hedges are generally placed where the underlying exposure exists. When certain conditions are met, the Company may elect to apply IFRS 9 hedge accounting principles in order to recognize in the income statement the offsetting effects of changes in the fair value of the hedging instruments at the same time with the hedged items.
Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives are not designated as hedging instruments (i.e. hedge accounting is not applied), they are classified as fair value through profit or loss in accordance with IFRS 9.
The tables hereafter show the fair values of derivative financial instruments together with their nominal amounts. The nominal amount, recorded gross, is the amount of a derivative’s underlying asset or reference rate (as absolute amount for both sales and purchases contracts) and is the basis upon which changes in the value of derivatives are measured. The nominal amounts indicate the volume of the transactions outstanding at the year-end and are not indicative of either the market risk or the credit risk. Fair values are presented in lines “Other financial assets” and “Other financial liabilities” in the statement of financial position.
Nominal and fair values of derivative financial instruments
December 31, 2025 (RON million) | Nominal value | Fair value assets | Fair value liabilities |
Commodity price risk | | | |
Oil including oil products swaps*) | 490.47 | 2.11 | (1.66) |
Natural gas swaps | 102.48 | 0.10 | (15.24) |
Power forward contracts and futures | 8,267.35 | 604.96 | (326.24) |
European Emission Allowances forward contracts | 906.07 | 141.43 | (3.31) |
Commodity hedges (valued at fair value through profit or loss) | 9,766.37 | 748.60 | (346.45) |
| | | |
December 31, 2024 (RON million) | Nominal value | Fair value assets | Fair value liabilities |
Commodity price risk | | | |
Oil including oil products swaps*) | 543.05 | 1.48 | (12.91) |
Natural gas swaps and futures | 87.15 | 6.77 | (0.16) |
Power forward contracts and futures | 5,263.09 | 427.59 | (340.34) |
European Emission Allowances forward contracts | 673.31 | 35.54 | (32.96) |
Commodity hedges (valued at fair value through profit or loss) | 6,566.60 | 471.38 | (386.37) |
Foreign currency risk | | | |
USD | 247.90 | - | (0.36) |
EUR | - | - | - |
Foreign currency hedges (valued at fair value through profit or loss) | 247.90 | - | (0.36) |
| | | |
*) Only purchased crude oil is used as underlying, not equity crude oil.
Oil and oil products hedges
In Refining and Marketing business, OMV Petrom is exposed to inventory risks and refining margins volatility. In order to mitigate those risks the Company enters into corresponding hedging activities, which include stock hedges and limited margin hedges.
The risk management strategy is to harmonize the pricing of product sales and purchases in order to remain within an approved range of priced stocks at all times, by means of undertaking stock hedges so as to mitigate the price exposure.
During 2025 and 2024, OMV Petrom S.A. concluded mainly stock hedges in relation to crude oil inventory purchases, using swaps instruments. Stock hedges are used to mitigate price exposure whenever actual priced stock levels deviate from target levels.
In cases when hedge accounting was applied, during 2024, forecast purchase and sales transactions for crude oil and oil products were designated as the hedged items. Hedge ineffectiveness arised from timing differential between derivative and hedged item delivery and pricing differentials (derivatives are valued on the future monthly or other periods average quotations and sales/purchases are valued on prices at the date of transaction/delivery).
As of December 31, 2025 and as of December 31, 2024, hedge accounting was not applied for any of the open strategies.
Cash flow hedging - Impact of hedge accounting
2024 (RON million) | Forecast purchases | Forecast sales | Total |
Cash flow hedge reserve as of January 1, 2024 (net of tax) | - | 5.30 | 5.30 |
Gains/(losses) recognized in OCI | (4.64) | (23.22) | (27.86) |
Amounts reclassified to income statement | - | 16.91 | 16.91 |
Amounts transferred to cost of non-financial item | 4.64 | - | 4.64 |
Tax effects | - | 1.01 | 1.01 |
Cash flow hedge reserve as of December 31, 2024 (net of tax) | - | 0.00 | 0.00 |
Hedge ineffectiveness recognized in income statement | (2.87) | - | (2.87) |
| | | |
For “Forecast purchases” the hedge ineffectiveness is included in line item “Purchases (net of inventory variation)” in the income statement. The hedge ineffectiveness and recycling of “Forecast sales” for hedges where a risk component of the non-financial item is designated as the hedged item in the hedging relationship are shown in line item “Sales revenues” in the income statement.
Electricity prices
OMV Petrom’s business segments are exposed to fluctuations in electricity prices and, hence, closely monitor related price risks. OMV Petrom hedges parts of the forecasted electricity purchases and production using derivative instruments and power purchase agreements (PPAs) in order to smooth out the effects from potentially extreme market price movements.
European Emission Allowances
All OMV Petrom’s business segments are exposed to fluctuation in the price of carbon under the EU Emission Trading Scheme (ETS). European Emission Allowance purchases are always executed in due time and it is OMV Petrom’s highest priority to fulfill all legal obligations under the ETS. OMV Petrom monitors price risks from emission allowances and manages it using derivative instruments traded bilaterally on the secondary market (so-called over-the-counter or OTC transactions).
Foreign exchange risk management
Because OMV Petrom operates in many currencies, the corresponding exchange risks are analyzed. OMV Petrom is mostly exposed to the movement of the US dollar and Euro against Romanian Leu. Other currencies have only limited impact on cash flows and operating result.
Derivative financial instruments may be used where appropriate to hedge the risk associated with foreign currency transactions, in case the fluctuation in USD/RON or EUR/RON currency rates might negatively impact the Company’s cash flows.
Foreign currency sensitivity analysis
The carrying amounts at the reporting date of foreign currency denominated monetary assets and liabilities of OMV Petrom, which induce sensitivity to RON/EUR and RON/USD exchange rates in the financial statements, are as follows:
| RON equivalent of EUR denominated balances (million) | RON equivalent of USD denominated balances (million) |
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 |
Assets | 1,717.64 | 1,022.60 | 563.55 | 182.25 |
Liabilities | 1,555.44 | 1,395.66 | 1,227.43 | 328.31 |
Net assets/(liabilities) in the statement of financial position | 162.20 | (373.06) | (663.88) | (146.06) |
Adjustments for foreign currency derivatives | (3.36) | (19.88) | 102.05 | 247.90 |
Net currency exposure | 158.84 | (392.94) | (561.83) | 101.84 |
| | | | |
The following table details the Company’s sensitivity to a 10% increase and decrease in the USD and EUR against RON. The sensitivity analysis includes outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign currency rates. A positive number below indicates an increase in total comprehensive income before tax generated by a 10% currency fluctuation and a negative number below indicates a decrease in total comprehensive income before tax with the same value.
+10% increase in the foreign currencies rates
| Impact for EUR denominated items, in million RON (i) | Impact for USD denominated items, in million RON (ii) |
| 2025 | 2024 | 2025 | 2024 |
Profit/ (Loss) | 15.88 | (39.29) | (56.18) | 10.18 |
Other comprehensive income | - | - | - | - |
| | | | |
-10% decrease in the foreign currencies rates
| Impact for EUR denominated items, in million RON (i) | Impact for USD denominated items, in million RON (ii) |
| 2025 | 2024 | 2025 | 2024 |
Profit/ (Loss) | (15.88) | 39.29 | 56.18 | (10.18) |
Other comprehensive income | - | - | - | - |
| | | | |
The effect in equity is the effect in profit or loss before tax and other comprehensive income, net of income tax (16%).
The above sensitivity analysis of the inherent foreign exchange risk shows the translation exposure at the end of the year; however, the cash flow exposure during the year is continuously monitored and managed by the Company.
Interest rate risk management
To facilitate management of interest rate risk, the Company’s liabilities are analyzed in terms of fixed and variable rate borrowings, currencies and maturities. Currently, OMV Petrom has limited exposure to this risk.
The sensitivity analysis below has been determined based on the exposure to interest rates for borrowings at the reporting date. For floating rate liabilities, the analysis is prepared assuming that the amount of liability outstanding at the reporting date was outstanding for the whole year. A 1% increase or decrease represents management’s assessment of the reasonably possible change in interest rates (with all other variables held constant).
Analysis for change in interest rate risk
(RON million) | Balance as at | Effect of 1% change in interest rate, before tax |
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 |
Short term borrowings | 1,716.56 | 1,618.12 | 17.17 | 16.18 |
| | | | |
In 2025 and 2024, there was no need for hedging the interest rate risk, hence no financial instruments were used for such purpose.
Counterparty Credit Risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations or on its financial standing resulting in financial loss to the Company. The main counterparty credit risks are assessed, monitored and managed using predetermined limits for specific countries, banks and business partners. On the basis of creditworthiness, all counterparties are assigned maximum permitted exposures in terms of credit limits (amounts and maturities), and the creditworthiness assessments and granted limits are reviewed on a regular basis. For all counterparties, depending on their liquidity class, parts of their credit limits are secured via liquid contractual securities such as bank guarantee letters, credit insurance and other similar instruments. The credit limit monitoring procedures are governed by internal guidelines.
The Company does not have any significant credit risk concentration exposure to any single counterparty or any group of counterparties having similar characteristics, besides the members of its Group. The Company’s cash and cash equivalent is primarily invested in banks with rating at least BBB- (S&P and Fitch) and Baa3 (Moody’s).
Liquidity risk management
For the purpose of assessing liquidity risk, budgeted operating and financial cash inflows and outflows are monitored and analyzed on a monthly basis in order to establish the expected net change in liquidity. This analysis provides the basis for financing decisions and capital commitments. To ensure that the Company remains solvent at all times and retains the necessary financial flexibility, liquidity reserves in form of deposits and committed credit lines are maintained. The maturity profile of the Company’s financial liabilities is presented in Note 15.
Impact of Ukraine conflict
The geopolitical context driven by the ongoing conflict in Ukraine had no significant negative impact on the financial statements as of December 31, 2025.
34.REMUNERATION GROUP AUDITOR
In 2025, the statutory auditor KPMG Audit SRL had a contractual audit fee of EUR 962,800 (2024: EUR 839,050) for the audit of the standalone and consolidated annual financial statements of the Company and of its Romanian subsidiaries. Services contracted with the statutory auditor other than audit services were of EUR 291,263, representing mainly other assurance services in relation to certain reports issued by the Company and its subsidiaries that are not prohibited by Article 5(1) of Regulation (EU) No. 537/2014 of the European Parliament and of the Council (2024: EUR 295,686).
Other KPMG network firms performed audit services for the OMV Petrom subsidiaries in amount of EUR 117,100 (2024: EUR 90,550) and non-audit services for the Company and its subsidiaries that are not prohibited by Article 5(1) of Regulation (EU) No. 537/2014 of the European Parliament and of the Council in amount of EUR 91,759 (2024: EUR 670,223).
During early 2026, geopolitical tensions and conflicts escalated in parts of the Middle East. While OMV Petrom does not have operations in the Middle East, it monitors the geopolitical developments on a continuous basis and regularly reviews the potential impact on its business activities. The above does not have any material impact on OMV Petrom separate financial statements for the year ended December 31, 2025. At the date of these financial statements it is not possible to reliably estimate the impact on the financial position and results of the Company for future periods.
These separate financial statements, comprising separate statement of financial position, separate income statement, separate statement of comprehensive income, separate statement of changes in equity, separate statement of cash flows and notes, were approved on March 17, 2026.
Christina Verchere Chief Executive Officer President of the EB | | | | Alina Popa Chief Financial Officer Member of the EB |
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Cristian Hubati Member of the EB Exploration and Production | | Franck Neel Member of the EB | | Radu Căprău Member of the EB Refining and Marketing |
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Gabriela Mardare Vice President Finance | | | | Monica Necula-Szedlacsek Head of Financial Reporting |
In 2025, the Supervisory Board thoroughly reviewed the position and prospects of OMV Petrom S.A. (“OMV Petrom” or the “Company”), and performed its functions according to the relevant laws, the Articles of Association, the applicable Corporate Governance Code and the relevant internal regulations. We supervised the Executive Board on the management of OMV Petrom and coordinated on important matters, monitored its work and we were involved in the Company’s key decisions, always following a comprehensive analysis.
The Supervisory Board received detailed information, both verbally and in writing, on issues of fundamental importance for the Company, including its financial position, business strategy, planned investments and risk management. We discussed all significant matters for OMV Petrom in the plenary meetings, based on the reports of the Executive Board.
The separate financial statements were presented to the Audit Committee. KPMG Audit S.R.L. performed the audit of the separate financial statements. As part of the audit, the auditors read the Directors’ Report and considered whether the Directors’ Report is materially inconsistent with the separate financial statements or otherwise appears to be materially misstated. The auditors attended the relevant meeting of the Audit Committee convened to review the separate financial statements.
The separate financial statements of OMV Petrom, including the management reports for the year ended December 31, 2025 and the Executive Board proposal for allocation of the profit, including distribution of dividends, are submitted to the approval of the Supervisory Board meeting of March 17, 2026 and afterwards in the General Meeting of Shareholder to be held on April 28, 2026.
We have also reviewed and analyzed the attached report of the Executive Board (Directors’ Report) presented as Appendix 1 which gives a true and fair view of the development and performance of the business and the financial position of OMV Petrom, together with a description of the principal risks and associated uncertainties as of December 31, 2025.
Hence, the separate financial statements of OMV Petrom, for the year ended December 31, 2025, prepared in accordance with Minister of Finance Order no. 2844/2016 with all subsequent modifications and clarifications were approved in today’s Supervisory Board meeting and will further be submitted for approval in the General Meeting of Shareholders to be held on April 28, 2026.
Furthermore, we have reviewed and approved the separate report on payments to governments for the year 2025, prepared in accordance with Chapter 8 of the Annex 1 of Minister of Public Finance Order no. 2844/2016 for approval of Accounting Regulations according to International Financial Reporting Standards with all subsequent modifications and clarifications, transposing Chapter 10 of the Accounting Directive (2013/34/EU) of the European Parliament and of the Council.
Bucharest, March 17, 2026
Alfred Stern
President of the Supervisory Board
Directors’ Report on OMV Petrom S.A.’s separate Financial Statements prepared in accordance with Minister of Finance Order no. 2844/2016 and in compliance with the Regulation no. 5/2018, Appendix 15, issued by the Financial Supervisory Authority
Overview of the Company’s nature
The Company’s headquarters is located at Coralilor Street no. 22, district 1, Bucharest, Romania. The Company was set up according to the Government Ordinance no. 49/October 1997, approved by Law no. 70/April 1998. The Company is registered with the Trade Register under number J1997008302407 and has as unique fiscal registration code RO1590082. The Company has as main activities exploration and production of hydrocarbons, refining of crude oil, marketing of petroleum products, sale of natural gas, as well as production and sales of electricity. The Company performs its activity either directly (mainly in Romania) or through its affiliates in Romania (marketing of petroleum products, production of electricity), Bulgaria (exploration of hydrocarbons and marketing of petroleum products and natural gas), Serbia and Republic of Moldova (marketing of petroleum products)
iii and Hungary (marketing of natural gas and electricity).
As at December 31, 2025, 28.15% of the Company’s capital represented the free float, traded as shares within the Premium category of the Bucharest Stock Exchange, under SNP symbol. Market capitalization as of December 31, 2025 was RON 62,000,108,723.
The Company is the parent company of OMV Petrom Group (“the Group”). Separate financial statements of the Company for the year ended December 31, 2025 are prepared in accordance with Order of the Minister of Finance no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards, with all subsequent modifications and clarifications. The annual consolidated financial statements are also prepared by the Company in accordance with IFRS as endorsed by the European Union (EU). In its turn, the parent Company OMV Petrom S.A. is part of the OMV Group which prepares consolidated financial statements at the level of OMV Aktiengesellschaft, with its registered office at Trabrennstrasse 6-8, 1020 Vienna, Austria. The annual consolidated financial statements of the OMV Petrom Group and OMV Group are public and may be obtained from the companies’ websites, i.e. www.omvpetrom.com and www.omv.com.
OMV Petrom has vertically integrated activities and is organized into three operating business segments: Exploration & Production, Refining & Marketing and Gas & Power, while the management, the financing activities and certain service functions are concentrated in the Corporate & Other segment.
As at December 31, 2025 and 2024 the total share capital amounted to RON 6,231,166,705.80, representing 62,311,667,058 shares with a nominal value of RON 0.1 per share. The shareholders’ structure as at December 31, 2025 and as at December 31, 2024 is presented below:
| No. of shares | Percent |
OMV Aktiengesellschaft | 31,876,679,783 | 51.157% |
Romanian State through the Ministry of Energy | 12,897,296,810 | 20.698% |
Legal entities and private individuals | 17,537,690,465 | 28.145% |
Total | 62,311,667,058 | 100.000% |
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1.Analysis of the company’s activity
1.1. a) The activity developed or which is to be developed by the company and its subsidiaries
OMV Petrom develops the following main activities:
The detailed structure of the consolidated companies in OMV Petrom Group at December 31, 2025 is presented in Annex a) to the current report.
b) The date when the company was established
The Company was established on October 27, 1997 and started its activity as of November 1, 1997, as per the Emergency Ordinance no. 49/1997 approved through Law no. 70/1998 under the name of S.N.P. Petrom S.A. (SNP – Societatea Nationala a Petrolului/ National Oil Company). In the Extraordinary General Meeting of Shareholders dated September 14, 2004 the change of the Company’s name from SNP Petrom SA to S.C. Petrom S.A. was approved.
Starting January 1, 2010, the Company name is OMV Petrom S.A., based on the Resolution of the Extraordinary General Meeting of Shareholders dated October 20, 2009.
c) Mergers or significant reorganizations of the company, the subsidiaries or the companies controlled performed during the financial year.
Compared with the annual consolidated financial statements as of December 31, 2024, the consolidated Group structure changed as follows:
On January 31, 2025, OMV Petrom S.A. closed the transaction for acquisition of 100% shares in OMV Gas Marketing & Trading Hungaria Kft. from OMV Gas Marketing & Trading GmbH. The company acquired is a gas marketing entity in Hungary, that is focused on business to business sales, mainly to industrial consumers. The company has been fully consolidated in the Group financial statements.
On September 29, 2025, OMV Petrom S.A. finalized the acquisition from Enery Element Gmbh of 50% shares in Dunav Solar Plant EOOD, an entity in Bulgaria engaged in developing a photovoltaic project with an estimated capacity of 400 MW. The company has been consolidated in the Group financial statements using the equity method starting with Q3/25.
Starting with Q4/25, the subsidiary OMV Petrom Georgia LLC and the equity-accounted investment in OMV Petrom Biofuels S.R.L. have been deconsolidated, due to their relative insignificance.
d) Asset acquisitions and/or alienation
There were no significant divestments or outsourcing projects finalized in 2025.
In November 2024, we signed an agreement to transfer a 50% interest in the Han Asparuh block in Bulgaria to NewMed Energy, while maintaining our role as operator; the closing of the transaction took place in March 2025, after fulfilment of several commercial conditions and approval of the Bulgarian relevant authorities. In addition, in January 2026, the Bulgarian State, through Bulgarian Energy Holding (BEH), has entered the Han Asparuh block by taking over 10% of the rights and obligations under the prospecting and exploration for oil and natural gas agreement; as a result, OMV Petrom holds 45% interest being also the operator for the joint activities, NewMed Energy holds 45%, and BEH 10%.
e) Overview of the main results of the company
The year 2025 marked an important chapter in further transforming OMV Petrom for a low carbon future while keeping safety first. Amid heightened geopolitical risk and volatile market and macroeconomic conditions, we maintained a strong delivery across all our three strategic pillars, and reinforced our contribution to Romania’s energy security and economic stability.
The four highlights of the year were: contributing to energy security, strengthening our position as a regional player, delivering resilient results, and creating value for our stakeholders.
First, contributing to energy security. Despite the challenging market environment, OMV Petrom continued to play a central role in ensuring Romania’s energy supply, through reliable domestic production of oil, gas, fuels and power. In 2025, we covered more than one third of Romania’s fuels and natural gas consumption and approximately 10% of its power generation. We also consolidated our regional footprint, building on the energy resilience of the markets in which we operate.
Second, we continue to position ourselves as a key player in the region: we further developed, on time and on budget, the Neptun Deep project, the largest natural gas resource in the EU, on track for first gas in 2027. It is a project of regional significance, involving stakeholders from Europe, Asia, and North America, and we see high interest and strong support from all of them. In the wider Black Sea region, we also advanced with our activities in the Han Asparuh block in Bulgaria, together with new partners. Moreover, we progressed with the development of one of the largest portfolios of renewable energy projects in Romania and Bulgaria, with over 900 MW under construction and 70 MW operational at the end of 2025. On the decarbonization of transportation, the construction of the SAF/HVO unit continued, for which we have already secured over 80% of the feedstock. In e-mobility, we reached around 1,350 charging points in our operating region, supporting the growing electric vehicle market.
Since 2021, we have stayed committed to our transformational Strategy 2030 for a lower carbon future, while making some key adjustments in two steps (in June 2024 and February 2026): a more rapid build out in renewables and more ambitious target in e-mobility, with the implementation pace adjusted to customers’ preferences, as well as market and sector specific regulatory environment and technology developments. Moreover, we plan more investments in a strong pipeline of opportunities in our traditional business and regional gas growth by 2030, reallocating funds from less mature low and zero carbon technologies, which demonstrates our flexibility and agility. We are also repacing some of our GHG targets as we steer our products portfolio in line with market demand. More details will be provided at our Capital Markets Day in H2/26.
Third, despite the challenging market environment, in 2025 we delivered resilient results, underpinned by strong operational performance and disciplined project execution in both our traditional and emerging businesses. We successfully contained our hydrocarbon production decline, achieving the second lowest decline in eight years. Our refinery ran at a 93% utilization rate for the full year, with the last quarter reaching 100%, for capturing the high refining margins. In the Gas and Power segment, the Brazi power plant generated 4.7 TWh of electricity and natural gas sales volumes grew 12% compared to 2024, a record since 2021.
From a financial perspective, our 2025 Clean CCS Operating Result decreased by 10% to RON 5.2 bn, mainly impacted by lower crude prices, while the net income decreased by 27% to RON 3.1 bn, reflecting operating result trends as well as special items – mainly impairment of other financial assets related to abandonment obligations. Although profits decreased, we maintained our investment plan and reached a high investment level – almost RON 8 bn – with significant progress for all our strategic projects: Neptun Deep, sustainable fuels unit at Petrobrazi, and renewable power.
Fourth, value created for our stakeholders. OMV Petrom remained a pillar of stability for the Romanian state budget, as our contribution through taxes, royalties and dividends reached RON 16 bn, supporting public finances and economic stability in a context of high state budget deficit and sluggish economic growth. Moreover, we are one of the largest employers in Romania and strongly believe our employees are the most valuable assets. I am also proud to outline that we deliver energy to millions of people and thousands of businesses every day in Romania and SEE, with high quality and sustainable products, while making sure our suppliers and contractors also have a strong focus on safety.
Last but not least, in 2025 we distributed competitive dividends to our shareholders, including the fourth special dividend since the launch of our Strategy 2030. In 2026, we are keeping our commitment to the dividend policy, in the context of peak investments envisaged and a still overall challenging macroeconomic and geopolitical environment.
We maintained a strong focus on decarbonization. In 2025, Scope 1-2 absolute emissions decreased by 19%, while methane intensity fell by 77%, both versus 2019.
In the context of the new Corporate Governance Code of the Bucharest Stock Exchange, applicable starting January 1, 2025, last year we updated and published several internal regulations, as well as our new Remuneration Policy, to maintain our high level of compliance.
Looking forward, the recently agreed principles for the 15-year extension of production licenses offer us the clarity and long-term visibility required to justify high levels of investment. As we move further into the most investment-intensive period in our history – including the up to RON 9.4 bn planned for 2026 – we are well equipped to deliver our strategy as well as to support Romania and the wider region’s energy security and transition. The Black Sea – through the Neptun Deep project and our intensified exploration in both Romania and Bulgaria – continues to play a central role in our future plans.
Our sustainability journey continues, with clearly set emission reduction targets, responsible operations, focus on our social license to operate and high-standard corporate governance. The 2025 Annual Report offers relevant information to all stakeholders, as it fully integrates our non-financial and financial performance and reflects our commitment to transparency and stakeholder engagement.
1.1.1General evaluation elements
Items from separate financial statements, RON mn | 2025 | 2024 | 2023 |
Net income | 3,068 | 4,144 | 3,944 |
Net turnover * | 30,735 | 29,429 | 33,162 |
Operating Result | 2,672 | 4,724 | 7,409 |
Operating expenses | 29,490 | 25,726 | 27,012 |
Liquidity (cash and cash equivalents) | 6,726 | 8,919 | 12,950 |
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In 2025, OMV Petrom’s Operating Result decreased to RON 2,672 mn, compared to RON 4,724 mn in 2024, mainly due to net impairments of other financial assets and tangible assets in Exploration and Production segment, as well as due to lower oil price.
The information related to net turnover split per geographical areas is presented below:
RON mn | 2025 | 2024 | 2023 |
Romania | 28,609 | 27,826 | 31,544 |
Rest of CEE | 2,126 | 1,459 | 1,559 |
Rest of Europe | - | 144 | 59 |
TOTAL | 30,735 | 29,429 | 33,162 |
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Please see section 5 for a detailed analysis of the financial statements.
1.1.2. Evaluation of the company’s technical expertise
a) Main products and services
OMV Petrom is an integrated energy company, covering the full chain of upstream and downstream activities. Its products can be grouped into the following categories, representative for the company’s activity:
b) Main outlets for each product or service and the distribution methods
OMV Petrom is present on relevant markets as a producer and supplier of crude oil and natural gas, petroleum products and electricity.
c) Analysis of various types of Company’s revenues
The weight of each revenue category in total revenues as well as each product/ service category in total turnover are presented in the tables below:
Item | Total value – RON mn | Share in revenues (%) |
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 |
Operating revenues * | 32,162 | 30,410 | 34,410 | 95 | 97 | 96 |
thereof Turnover | 30,735 | 29,429 | 33,162 | 91 | 94 | 92 |
Financial revenues ** | 1,586 | 887 | 1,448 | 5 | 3 | 4 |
TOTAL | 33,748 | 31,297 | 35,858 | 100 | 100 | 100 |
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Item | Total value – RON mn | Share in revenues (%) |
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 |
Revenues from contracts with customers | | | | | | |
Crude Oil, NGL, condensates | 75 | 13 | 370 | - | - | 1 |
Natural gas, LNG and power | 11,790 | 8,932 | 12,007 | 38 | 30 | 36 |
Fuels and heating oil | 16,551 | 18,237 | 18,975 | 54 | 62 | 57 |
Oher refining products | 1,347 | 1,533 | 1,405 | 4 | 5 | 4 |
Other goods and services | 641 | 634 | 502 | 2 | 2 | 2 |
Revenues from other sources | | | | | | |
Net gains / (losses) from fair valuation of power forward contracts | 298 | 58 | (161) | 1 | 0 | 0 |
Other goods and services | 32 | 21 | 65 | 0 | 0 | 0 |
Total turnover | 30,735 | 29,429 | 33,163 | 100 | 100 | 100 |
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Starting with 2025, the revenues from forward sales of power from own production are presented under „Revenues from contracts with customers” as this better reflects their nature. Revenues from contracts with customers in 2024, as presented above, include the amount of RON 923.29 million (2023 : RON 717.28 million) representing revenues from forward sales of power from own production, which were previously presented under “Revenues from other sources”.
d) New products
OMV Petrom continues to take important steps to increase the share of biofuels, contributing to the decarbonization of the transportation sector.
On our way to becoming the first major producer of biofuels in SE Europe by 2030, our most significant milestone in 2025 was starting the construction of a sustainable aviation fuel (SAF) and hydrotreated vegetable oil (HVO) unit at the Petrobrazi refinery. The unit will secure 250,000 tons of annual production capacity, estimated to become operational in 2028. We underwent significant progress, with site preparation and main foundation poured and over 80% of feedstock contracts signed for the first 8 years of operations.
With this very complex project, employing new and innovative technologies, we are proud to lead the way with the first installation of its kind in our operating region. The new unit will enable OMV Petrom to integrate the production of SAF and HVO with the existing infrastructure for fuel production, storage and distribution, thus contributing to meeting the region's sustainable mobility needs.
The EUR 750 mn investment will integrate sustainable fuels production along with two green hydrogen facilities totalling 8 ktpa production (or 55 MW capacity) at the Petrobrazi refinery.
In 2025, we also started to supply fuel containing 2% SAF for all our clients on four airports in Romania for which SAF blending is mandatory according to ReFuel Aviation Regulation, marking a step in the company’s efforts toward greener air transport and positioning Romania as a regional hub for green aviation solutions.
In addition to the development of sustainable fuel production, we are expanding our network of charging points for electric vehicles (EVs), with the ambition to become the leading e-mobility provider in Romania. We aim for around 5,000 charging points by 2030, our growth being paced with market conditions. Our charging points network for EVs has increased to around 1,350 at the end of 2025. In May 2025, OMV Petrom inaugurated the largest electric charging hub in Romania for all types of vehicles, including heavy transport, with a total capacity of 10 MW.
In addition, OMV Petrom will collaborate with BITUM TRUCK from Bucharest to produce OMV Petrom Starfalt® PmB, a premium polymer modified bitumen. The product is essential for sustainable, long lasting construction of roads and highways. The asphalt mixes that contain OMV Petrom Starfalt® PmB are characterized by increased longevity, high stability, very good deformation stability and high resistance to cracking caused by low temperature and fatigue. In addition, asphalt mixes are 100% reusable after end of life. OMV Starfalt® PmB is a bituminous binder modified with elastomer, obtained based on a technology developed in OMV laboratories. The production process is patented by OMV, with nearly 40 years of experience in PmB production and will be replicated in Romania.
1.1.3 Evaluation of the provision of technical and material resources (domestic and imports)
OMV Petrom is processing mainly domestically produced crude oil in its Petrobrazi refinery in order to obtain petroleum products and to maximize the company’s integration value. The Company is also constantly evaluating the economic benefits from processing imported crude. During 2025, around 36% of crude processed by OMV Petrom was imported (2024: around 35%).
1.1.4. Overview of the sale activity
A breakdown of Company’s turnover per each business segment is presented in the table below:
Turnover per segments of activity, RON mn | Year ended December 31 |
| 2025 | 2024 | 2023 |
Exploration and Production | 61 | 59 | 60 |
Refining and Marketing | 18,446 | 20,307 | 21,186 |
Gas and Power | 12,161 | 9,010 | 11,874 |
Corporate and Other | 66 | 54 | 42 |
Total | 30,735 | 29,429 | 33,162 |
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The Company’s turnover in 2025 increased by 4% compared to 2024, to RON 30,735 mn. Turnover increased mainly supported by higher prices and sales volumes of natural gas and electricity, partialy offset by lower sales of petroleum products.
OMV Petrom S.A. is the parent company of OMV Petrom Group whose business model envisages the use of several sales channels and subsidiaries. Therefore, we also present the turnover breakdown at OMV Petrom Group level:
Group turnover per segments of activity, RON mn | Year ended December 31 |
| 2025 | 2024 | 2023 |
Exploration and Production | 51 | 55 | 57 |
Refining and Marketing | 24,194 | 26,692 | 26,878 |
Gas and Power | 12,302 | 8,975 | 11,834 |
Corporate and Other | 44 | 43 | 40 |
Total | 36,592 | 35,765 | 38,808 |
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a)Sales evolution and outlook
The figures in the table below reflect OMV Petrom S.A. total sales of fuels and gas, as well as electricity output.
Products | Year ended December 31 | Changes in % |
| 2025 | 2024 | 2023 | 25/24 | 24/23 | 23/22 |
Total refined product sales (kt) | 4,964 | 5,152 | 4,880 | (4) | 6 | (2) |
Gas sales (TWh) | 47.4 | 43.3 | 46.8 | 9 | (7) | 1 |
thereof to third parties (TWh) | 36.9 | 32.7 | 37.9 | 13 | (14) | 6 |
Brazi net electrical output (TWh) | 4.7 | 4.9 | 4.2 | (5) | 18 | (17) |
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The figures in the table below reflect OMV Petrom Group total sales of fuels and gas, as well as electricity output.
Products | Year ended December 31 | Changes in % |
| 2025 | 2024 | 2023 | 25/24 | 24/23 | 23/22 |
Total refined product sales (kt) | 5,484 | 5,751 | 5,450 | (5) | 6 | (1) |
thereof retail sales (kt) | 3,207 | 3,180 | 3,072 | 1 | 4 | 1 |
Gas sales (TWh) | 48.3 | 43.3 | 46.8 | 12 | (7) | 1 |
thereof to third parties (TWh) | 37.9 | 32.7 | 37.9 | 16 | (14) | 6 |
Brazi net electrical output (TWh) | 4.7 | 4.9 | 4.2 | (5) | 18 | (17) |
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OMV Petrom Group’s total refined product sales amounted to 5,484 kt in 2025, representing a 5% decrease compared to 2024, reflecting lower equity product availability in the context of the planned shutdown in Q2/25 and crude supply challenges in Q3/25, with impact on exports and commercial sales.
Group retail sales volumes were 1% higher than in 2024, reaching 3,207 kt. In Romania, retail sales reached 2,689 kt in 2025, at similar levels with 2024. The average throughput per station in Romania was 5.9 mn liters (2024: 5.9 mn liters), while at Group level it remained at 5.0 mn liters (2024: 5.0 mn liters).
In 2025, the total non-fuel margin at Group level increased by 2% compared to the previous year, supported by strong performance in both Gastro and Shop activities.
Overall, Group non-retail sales decreased by 11% compared to 2024 reflecting the lower equity product availability in the context of the refinery planned shutdown in May 2025, with impact on exports and commercial sales.
In 2025, the non-retail business focused on customer centricity and efficiency. We strengthened our presence on the Romanian bitumen market through two strategic partnerships with Romanian companies to increase the storage capacity and to produce a premium polymerized bitumen, essential for the construction of roads and highways. Moreover, we maintained a strong position in gasoline sales to the Ukrainian market and improved our digital solutions for customer support and client portfolio management.
Gas and power markets in 2025 continued to react to the persisting geopolitical unease, supply struggles and overall increasing concerns regarding economic stability. Prices for both commodities saw an increase compared to 2024 in Europe, while consumption levels remained quite stable yoy. In Romania, the gas and power markets are reflecting weak demand from industrial consumers, with persisting decline in recent years prompted by the energy crisis.
Romanian authorities intervened again in 2025, by prolonging the gas and power legislation, in case of the gas market for another year until the end of March 2026, while for power until the end of June 2025. For the last four years, both markets have remained highly regulated, to protect consumers, although price trends have experienced less volatility.
In 2025, the liquidity on the Romanian centralized market BRM was lower yoy, affected by regulations in place. Traded gas volumes, covering a variety of standard products for medium and long term (with delivery including in 2026) totalled 11.2 TWh (2024: 14.5 TWh), at an average price of RON 188/MWh
v. The average gas price on the BRM day ahead market was 26%
vi higher compared to the level in 2024.
In 2025, we had an outstanding gas sales performance, supported by an excellent operational performance, in spite of a highly regulated market and still low consumption levels. OMV Petrom’s total gas sales volumes were 12% higher yoy, at 48.3 TWh, the highest annual level since 2021, reflecting higher sales to our end users portfolio and to wholesales, with higher obligation for the regulated market, and slightly lower Brazi power plant offtake.
Gas sales volumes in Romania were at 41.9 TWh, 12% higher compared to 2024. As per the legislation in force, OMV Petrom supplied an important part of its available gas production to the regulated market for households and district heating consumption, totalling 10.9 TWh in 2025 (2024: 8.4 TWh). The higher equity volumes were complemented with significantly higher third party sources, to support our increasing sales volumes. Around 70% from gas sales in Romania were supplied from equity and 30% from third party sources.
At the end of 2025, OMV Petrom had 3.2 TWh of gas in storage, fully compliant with the storage obligation.
In 2025, our sales team managed to strengthen our end user portfolio through new additions. We continued to focus on bolstering business collaboration with our customers, and we persevered in our efforts to be a reliable business partner, willing to find innovative, mutually beneficial solutions.
Over the last years, we have enlarged our operations outside Romania by diversifying our supply sources, securing trading licenses on major centralized markets and building our sales position on the wholesales markets in the region. On January 31, 2025, OMV Petrom S.A. closed the transaction for acquisition of 100% shares in OMV Gas Marketing & Trading Hungaria Kft. in Hungary from OMV Gas Marketing & Trading GmbH. Thus, we have enriched our portfolio with valuable expertise for the Hungarian gas market, the newly acquired entity being focused on business to business sales, mainly to industrial consumers. In addition, we consolidated our contribution to the Republic of Moldova's security of supply, with important volumes sold, while we continued the work to build a larger position in Bulgaria, including through gas supply to industrial customers.
Prices on the Romanian electricity market reflected European trends and generation mix implications among other factors. The spot baseload power price on OPCOM
vii averaged RON 546/MWh in 2025 (6% higher vs. 2024).
Regulations on the power market, which were initially supposed to be in place until March 2025, were prolonged until the end of June 2025. In this context, our power business continued to be highly impacted in the first half of the year, generating overall negative results, despite a good operational performance through optimization of products, countries, supply and sales channels. A strong performance was achieved in the second half of the year, supported by power market deregulation starting July, which more than compensated the negative results recorded in the first two quarters.
For the full year, Brazi power plant net electrical output reached 4.7 TWh, 5% lower compared to the high level achieved in 2024. The power plant had an important contribution on the balancing and ancillary services markets, enabled by its technical capabilities and it covered around 9% of the national power generation mix.
Also for power, we have continued activities on the neighbouring markets, thus uplifting the result. We have expertise and access to relevant markets and trading platforms, enabling cross market optimization.
For the full year 2026, OMV Petrom expects the average Brent oil price to be around USD 65/bbl. We expect the refining margins to be around USD 9/bbl. In Romania, demand for retail fuels and power is expected to be stable, while gas demand is expected to be slightly higher versus 2025.
The provisions of the government emergency ordinance 32/2024, which entered into force starting April 1, 2024 related to the regulatory framework for natural gas, were extended until the end of Q1/26 via the government emergency ordinance 6/2025. In March 2026, the government issued a new emergency ordinance by which the natural gas market for household consumers as well as for heat generation in cogeneration plants and thermal power plants for population consumption remains regulated until the end of Q1/27. The applicability of the 0.5% tax on turnover introduced in 2024, initially announced to expire at the end of 2025, was extended for one more year, until end-2026. It is estimated to have a total annual impact of below RON 250 mn in 2026. As per current regulations, the tax is to be eliminated as of January 1, 2027. A 0.5% tax on the net value (cost less depreciation) of certain constructions is applicable as of January 1, 2025. The estimated impact for 2026 is of mid double-digit million RON. As per current regulations, the tax is to be eliminated as of January 1, 2027.
With regards to our strategic pillar Optimize traditional business, in the Exploration and Production segment, we expect hydrocarbon production to be above 100 kboe/d, with no divestments impact considered. We plan investments of around RON 5.6 bn, of which more than half will be for Neptun Deep. The rest will be used mainly for drilling around 35 new wells and sidetracks and perform around 550 workovers. Our planned exploration expenditures are estimated at around RON 0.3 bn, reflecting intensified exploration activity both onshore and offshore. In the Refining and Marketing segment, our refinery utilization rate is estimated to be maintained above 95%, while the total refined product sales are forecasted to be higher yoy and the retail fuel sales are expected to be stable yoy. In the Gas and Power segment, total gas sales volumes are estimated to be lower yoy, while the net electrical output is forecasted to be higher yoy, in the context of the Brazi power plant planned shutdown in Q2/26: 26 days for full capacity, and the rest of the quarter for half capacity.
With regards to our strategic pillar Grow regional gas, we will progress with our flagship project Neptun Deep, focus on drilling the development wells in the Domino field and installing the subsea systems, linepipe, jacket and topsides. With regards to the offshore exploration in the Neptun block, we are performing preparatory activities for the Anaconda-1 deepwater well, expected to be drilled after the Neptun Deep development drilling is completed. In the Han Asparuh offshore Bulgaria, we will continue exploration activity with the aim to complete drilling of two exploration wells and analyze the results.
With regards to our strategic pillar Transition to low and zero carbon, we plan to accelerate the expansion of the electrical vehicles charging network in the region, with the ambition to reach around 1,500 charging points by year-end, both in our filling stations and other locations. In addition, we plan to progress in developing our renewable power portfolio and with regards to biofuels, we plan to further advance with the construction works of the SAF/HVO unit.
b)Company’s market share. Main competitors
With daily hydrocarbon production of 104.5 kboe/d and an oil/gas split of roughly 46%/54% in 2025, OMV Petrom accounts for almost the entire crude oil production and for around a third of the gas production in Romania.
According to our internal estimates, the national gas consumption marginally increased by around 1% in 2025 as compared to 2024. While industrial gas offtake was lower, consumption of households and small and medium enterprises (SMEs) increased during the year mainly supported by the colder weather.
Regarding supply sources, the national gas consumption was covered by reduced volumes from domestic sources and a higher share of imports compared to the previous year. Domestic production was only slightly lower, while injection into storage was higher yoy. Gas prices were higher compared to 2024 in Europe, and Romanian prices followed the European market evolution, with an even higher increase rate.
On the power market, as per currently available data from the grid operator, national electricity consumption was broadly stable at 54 TWh in 2025 (2024: 54 TWh). The national electricity production decreased by 3% to 50 TWh (2024: 52 TWh). The power generation in 2025 was covered by significantly higher solar sources, slightly higher coal and nuclear, offset by lower hydro, gas and wind production. Romania was a net power importer for the year overall, similar to 2024.
Based on gross figures computed from real time published system data by Transelectrica, the hydropower plants covered ~25% of the total national electricity production, the nuclear-power plant ~22%, the coal power plants ~14%, the gas-powered power plants ~20%, while renewables covered the remainder ~19%. The Brazi power plant covered 9% of Romania’s electricity production in 2025.
The Romanian refining sector consists of four refineries in operation: Petrobrazi (owned by OMV Petrom), Petromidia and Vega (owned by Rompetrol – majority owned by Kaz Munay Gas), Petrotel (owned by Lukoil), which have a total operational capacity of approximately 13 mn tons/year. In 2025, the refineries processed a total quantity of approximately 12.0 mn tons of crude oil
viii.
Retail market share
ix in the operating region remained flat at 30% (2024: 30%), in the context of increased competition.
c) Description of any significant dependency of the company on a single customer or on a group of customers whose loss would have a negative impact on the company’s income
Given the wide range of products, OMV Petrom, also through its affiliates within the Group, has a large base of customers. Therefore, there are no third party clients which can materially affect the activity of the Company.
In addition, as a member of OMV Group, OMV Petrom has broadened its customer base with some of the affiliated companies within the OMV Group. Transactions with affiliated companies are made on arm’s length basis and are presented in the separate financial statements of OMV Petrom S.A. and reported to the Bucharest Stock Exchange and Financial Supervisory Authority (ASF) as per the latter’s requirements.
1.1.5. Evaluation of issues related to the company’s employees/staff
a)The number and expertise of the company’s employees
The average number of employees, calculated as average of the month’s end number of employees during the year is presented below:
| The average number of employees |
| 2025 | 2024 | 2023 |
Average for the year | 6,701 | 7,207 | 7,228 |
| | | |
The average number of employees slightly decreased in 2025 as a result of reorganization and restructuring programs continued by the Company as a consequence of process optimization and cost efficiency measures.
As of December 31, 2025, the OMV Petrom S.A. workforce comprises 74.40% employees with a high school diploma or higher degrees in oil engineering and other fields (technical/financial/legal etc., thereof 49.70% higher degrees and 24.70% high school diploma).
The majority of the employees are members of the representative trade union SNP (“Sindicatul National Petrom”) affiliated to SNPE (“Sindicatul National Petrom-Energie”), while a small number of employees are members of trade unions affiliated to “Energetica” Federation.
b)The relationship between management and employees as well as of any conflict elements which characterize this relationship
The dialogue between unions and management continues on a regular basis, with certain particularities in the context of the restructuring/ reorganization projects, as well as the recent collective negotiations.
The key elements of the framework outlining the relationship between management and employees are the Collective Labor Agreement (CLA), Internal Rules and Parity Commissions on implementation of CLA, HSSE topics and others. The reorganization and/or outsourcing projects that the Company has entered were aligned by both parties.
Although there was a high number of labor litigations in the past derived from some previous CLA provisions, at the date of this report, just a few of these types of litigations are still in progress, only limited claims were received in the last years and most cases have been won by OMV Petrom (decisions are final).
OMV Petrom took all possible actions to prevent a further increase in likelihood of litigation risk and in addition, over the years, the provisions of the CLA were amended so as to limit the possibility of different interpretations that would trigger new litigations. The provisions of the CLA signed in 2026 were drafted and negotiated taking into consideration the litigation experience. The currently applicable CLA expires at the end of 2027. Furthermore, employees’ information on this matter was substantially increased in order to raise awareness on the topic and a focus was put on clarifying discussions with claimants.
1.1.6. Evaluation of issues related to the impact of the issuer’s main activity on the environment
Summary description of the impact of the company’s main activity on the environment and any existing or envisaged disputes about violations of environmental protection legislation
Information on the impact of the company’s main activity on the environment and any existing or envisaged disputes about violations of environmental protection legislation may be found in the Sustainability Statement which is issued by the Group as per the legal requirements with reference to the disclosure of non-financial information.
OMV Petrom is involved in various court file cases regarding pollution claims, due to current or former specific oil and gas operations, challenges of acts issued by authorities with respect to environmental matters (including those referring to environmental taxes set up by local authorities). As examples to illustrate the related events, we may refer to spills, leaks and other contamination resulting from, inter alia, ageing infrastructure and operating or waste management or accidents, resulting in various claims, such as requests for damages related to environmental restoration, lack of use of lands, fines and other measures imposed by the environmental authorities.
Nevertheless, the Company is aiming to observe the specific measures with respect to the environmental matters, as imposed by the environmental authorities and the law, in due time, in which regard the Company endeavors to take necessary measures to obtain access to the relevant lands, also via court claims.
1.1.7 Evaluation of research and development activities
In line with its strategic direction, the Company continued its exploration efforts in order to create potential for new discoveries. In 2025, exploration expenditures decreased to RON 74 mn (2024: RON 194 mn), mainly due to lower drilling expenditures, lower general and administrative costs (licenses related costs in Q2/24), lower geological and geophysical expenses and seismic expenses.
The research and development activities are performed mainly through the Institute of Research and Technological Design (ICPT) Campina that is part of the Exploration and Production Division. ICPT was set up in 1950 and has become an important center of scientific research for the oil industry, being a pioneer in terms of developing field engineering, drilling and extraction methodologies. With a vast experience in oil industry research, ICPT performs complex laboratory analysis, offers technical support and expertise at a high level of quality and efficiency, covering the needs of exploration and production activities. In 2025, total expenses incurred by ICPT were in the amount of RON 17.3 mn (2024: RON 16.3 mn) and in 2026 are expected to reach RON 18.1 mn. Capital expenditure was in the amount of RON 0.3 mn (2024: RON 3.6 mn), while for 2026 it is anticipated to be around RON 2.6 mn.
In addition to ICPT Campina activities, the Company was also involved in R&D activities related to low carbon businesses areas.
During 2025, we continued our collaboration with EIT InnoEnergy, a research institution focusing on innovation in energy transition, and Hycamite, a deep-tech start-up specialized in methane pyrolysis technology, thus providing the Group with access to advanced clean energy solutions.
By investing in innovative technologies, we aim to unlock new ways to transform our business, aligning with our vision for a sustainable energy future.
1.1.8. Evaluation of the company’s risk management activity
OMV Petrom is exposed to a variety of risks specific to the energy industry, including market and financial risks, operational risks, as well as strategic risks. The company’s risk management processes focus on identification, assessment, and evaluation of such risks and their impact on the company’s financial stability and profitability as well as company’s response measures. The objective of these activities is to actively manage risks in the context of the OMV Petrom’s risk appetite and following the principles in the Risk Management Policy approved by the Supervisory Board, in order to achieve the company’s long-term strategic goals.
Risk Management Governance
OMV Petrom is evolving in a dynamic business landscape. Effective risk governance is essential for successfully navigating the uncertainties inherent in OMV Petrom’s operations. The Supervisory Board (with assistance from the Audit Committee) determines the company’s risk appetite, ensures there are clear structures, policies and procedures in place that identify, evaluate, report, manage and monitor significant and emerging risks, including risks related to sustainability, cybersecurity and the use of AI (artificial intelligence) and digital technologies, oversees the main risks and mitigation measures and assess the adequacy and effectiveness of company’s risk management and internal control frameworks. By utilizing the expertise within the Audit Committee and the ongoing education, the Supervisory Board maintains its commitment to robust risk governance. The Executive Board is responsible for ensuring that effective risk management systems are in place and for the overall management of risks within OMV Petrom, setting the tone in support of a strong risk culture across the company.
Risk prevention is integrated into the decision-making processes of everyday business activities at every level of our organization. Strategic risks are managed through specialized task forces: People, Transition to Low Carbon, and Integrated Stakeholders’ Management.
To ensure that management takes risk-informed decisions, with adequate consideration of actual and prospective information, a dedicated risk management function is established with the objective to centrally lead and coordinate the Group’s risk management related processes. The Corporate Risk Management function is within the CFO division, being independent from the company’s business segments. The head of the risk management department has a direct communication line with the Audit Committee, allowing Audit Committee an effective and efficient oversight role.
OMV Petrom’s consolidated risk profile is reported twice a year to the Executive Board, the Supervisory Board, and the Supervisory Board’s Audit Committee.
Enterprise-Wide Risk Management
The main purpose of the OMV Petrom’s Enterprise-Wide Risk Management (EWRM) process is to deliver value through risk-based management and decision-making, which is ensured by applying a “three lines of defense model”: 1. business management, 2. risk management and oversight functions, 3. internal audit.
Financial and non-financial risks are regularly identified, assessed, and reported through the Group’s EWRM process.
In terms of tools and techniques, OMV Petrom follows the best international risk management practices and uses stochastic quantitative models to measure the potential loss associated with the Company’s risk portfolio. The process is facilitated by a Group-wide IT system supporting the established individual process steps for risks: identification, analysis, evaluation, treatment, reporting, and review, through continuous monitoring of changes to the risk profile. The overall risk resulting from the bottom-up risk management process is computed using Monte Carlo simulations (for a 95% confidence level) and compared against planning data for a mid-term three-year horizon. The identified risks are analyzed depending on their nature, taking into consideration their causes, consequences, historical trends, volatility, and potential impact on cash flows.
The overall objective of the risk policy is to safeguard the cash flows in line with the Group’s risk appetite.
It is OMV Petrom’s view that the Group’s overall risk is significantly lower than the sum of the individual risks due to its vertically integrated nature and the fact that various risks partially offset each other. The balancing effects of industry risks, however, can often lag or weaken over time. OMV Petrom’s risk management activities therefore focus on the net risk exposure of the Group’s existing and future activities. The interdependencies and correlations between different risks are also reflected in the Company’s consolidated risk profile.
Risk management and insurance activities are centrally coordinated at the corporate level by the Treasury, Risk & Insurance Management department. This department ensures that well-defined and consistent risk management processes, tools and techniques are applied across the entire organization. Risk ownership is assigned to the managers who are best suited to oversee and manage the respective risk.
OMV Petrom Group is constantly refining the EWRM process based on internal and external requirements, for instance developing ESG reporting standards and frameworks. In the EWRM process, common risk terminology and language are used across OMV Petrom to facilitate an effective risk communication.
OMV Petrom’s EWRM process has been set up in accordance with ISO 31000 Risk Management International Standard and comprises a dedicated risk organization, working under a robust internal regulation framework using an information technology infrastructure.
Risk management process
As mentioned, the risk management system and its effectiveness are monitored by the Supervisory Board (with the assistance of the Audit Committee).
The risk management process is based on a precautionary, systematic approach, aimed at timely identification and management of risks in order to avoid a possible negative impact on our business or reputation. We believe that creating a risk-aware culture throughout the organization, where everyone is conscious of the risks related to their jobs and implements risk management practices on a daily basis, is the most effective way to avoid a negative impact. To this end, our comprehensive EWRM program is driven by senior management and cascades to every employee of the Company. This approach ensures greater awareness and focus on risks that might affect the Company’s objectives.
The risk management process, implemented through OMV Petrom’s EWRM framework, combines bottom-up and top-down processes, each employee being responsible for managing the risks within their competency area.
The risks identified in the bottom-up risk process by operational staff during day-to-day business management are assessed against a mid-term time horizon of three years. Department heads are responsible for initiating the risk analysis, which includes selection of the appropriate risk identification techniques. These include not only interviews, workshops, surveys and analyses of historical losses, but also information on risks documented in risk registers. Heat maps or risk matrices are used to support the assessment process and serve to identify probability ranges and the related consequences if risks were to materialize.
Senior management evaluates top-down risks to provide a strategic perspective of risks across a longer time horizon. Permanently scanning the time horizons to identify emerging risks and having regular risk meetings, the senior management have the full perspective on the strategic risks landscape. This enables capturing new trends and developments of the operating environment and industry best practice and thereby enables the Group to achieve its long-term objectives.
Risk taxonomy
The risks within OMV Petrom’s EWRM system are organized into the following categories: market and financial, operational, and strategic.
Market and financial risks
Regarding the market price risk, OMV Petrom is naturally exposed to the price-driven volatility of cash flows generated by activities such as production, refining and associated marketing (where applicable) of crude oil, oil products, gas, electricity and CO2 certificates. Market price risk has core strategic importance within OMV Petrom Group’s risk profile and liquidity. This is closely analyzed, quantified and evaluated. Corresponding optimization and hedging activities are undertaken to mitigate those risks. Such activities include margin hedges as well as stock hedges executed by using financial instruments. The optimization, trading and hedging risk control governance system of OMV Petrom defines clear mandates, including risk thresholds for such activities.
In terms of foreign exchange risk management, OMV Petrom is essentially exposed to the volatility of RON against USD and EUR. The effect of foreign exchange risk on cash flows is regularly monitored.
Derivative financial instruments may be used for the purposes of managing exposure to commodity price and foreign exchange currencies, upon approval by OMV Petrom’s Executive Board, in line with the Company’s risk appetite and/or risk assessments.
Counterparty credit risk management refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to OMV Petrom. Considering a challenging geopolitical and economic environment with high inflation, volatile commodity prices, rising interest rates and distorted supply chains, special attention is paid to changes in payment behaviors. The Group’s counterparty credit risks are assessed, monitored, and managed at Company level using predetermined limits for specific countries, banks, clients, and suppliers. Based on creditworthiness and available rating information, all counterparties are assigned maximum permitted exposures in terms of credit limits (amounts and maturities), and the creditworthiness assessments and granted limits are reviewed on a regular basis, at renewal date or change in limit request for the existing ones and, also, each time a new credit limit is requested.
OMV Petrom is implicitly exposed to interest rate risk due to its financial activities. The volatility of EURIBOR and ROBOR may trigger less or additional cash flow. However, given its strong financials and net cash positions in the last years, the risk and the impact of its volatility in our cash flow were low.
Operational risks
From an operational risk perspective, OMV Petrom is an integrated company with a wide asset base, composed mainly of hydrocarbon production and processing plants.
The nature of OMV Petrom’s business operations exposes the company to various health, safety, security, and environmental (HSSE) risks. Such risks include the potential impact of natural disasters, as well as process safety and personal security events. Other operational risks comprise risks related to the delivery of investment projects or legal/regulatory non-compliance. All operational risks are identified, analyzed, monitored and mitigated in accordance with the company’s defined risk management process. Control and mitigation of assessed risks take place at all organizational levels, using clearly defined risk policies and responsibilities. The key company risks are governed centrally to ensure the Group’s ability to meet planning objectives through corporate directives, including those relating to HSSE, legal matters, compliance, human resources, and sustainability.
The low-probability and high-impact risks associated with the operational activity (e.g., blowouts, explosions, earthquakes etc.) are identified, and incident scenarios are developed and assessed for each of them. A special focus is given to process safety risks. Where required, mitigation plans are developed for each specific location. Besides emergency, crisis, and disaster recovery plans, OMV Petrom’s policy regarding insurable risks is to transfer the risks via insurance instruments. These risks are closely analyzed, quantified and monitored by the risk organization, and are managed via detailed internal procedures.
OMV Petrom’s risk management system is part of the corporate decision-making process. In the context of implementing the Strategy 2030, OMV Petrom is investing in both organic and inorganic growth projects, where the risks associated with new major projects or important business initiatives are assessed and communicated to management prior to the approval decision, as part of the project evaluation process. OMV Petrom has vast experience in managing major investment projects and mitigating project risks.
The execution of major onshore and offshore projects may be affected by changes to the respective regulatory or fiscal framework, by the unavailability of contractors, or the lack of qualified staff. Project costs may be negatively impacted by price inflation, labor shortages, or the disruption or reorganization of supply chains. Projects may be affected by the inability to commercially scale up new technologies, or by the lack of regulatory clarity. In new business areas, OMV Petrom may more often invest through partnerships and joint ventures, which may expose the company to increased governance and credit risks, and may negatively impact project execution. The effect of any of these risks may have a material adverse impact on OMV Petrom’s business, results of operations and financial condition.
As OMV Petrom’s activities rely on information technology systems, the company may experience disruptions caused by major cyber events. Security controls are therefore implemented across the Group to protect information and IT assets that store and process information. IT-related risks are assessed, monitored regularly and managed actively with dedicated information and security programs across the organization. Operational Technology (OT) related risks are reflected in the assessment of process safety risks. OMV Petrom recognizes the emergence of artificial intelligence (AI)-related risks and is actively integrating measures within existing security controls to address potential disruptions and vulnerabilities associated with AI.
In terms of regulatory compliance risk, the company is in dialogue with the Romanian and Bulgarian authorities on topics of relevance for the industry. In the last few years, we have seen a significant number of fiscal and regulatory initiatives implemented (such as subsidy schemes, regulated/capped prices for gas and power, over taxation or the EU solidarity contribution, tax on special constructions and oil and gas turnover tax). This increases legislative volatility, with influence on the overall business environment.
Strategic risks
In order to identify strategic risks which might have potential long-term effects on the company’s objectives, OMV Petrom continuously monitors its internal and external environment.
From a long-term sustainability perspective, a strategic risk assessment process is in place, on the one hand, to capture the executive management’s perspective of the risk environment across a longer-term horizon and, on the other hand, to develop risk mitigation plans and monitor implementation of defined actions. The strategic risks refer to both external and internal factors (e.g., climate change, traditional business, regional gas growth, human capital and communities, as well as political and regulatory). An annual strategic risk assessment ensures a robust revalidation of identified risks. It captures new developments or provides updated information on the operating environment and industry trends, and thereby has a positive impact on the Company’s ability to achieve its strategic objectives.
Strategic risk | Details |
Climate change | The energy transition brings significant challenges alongside opportunities. We recognize the climate change risks resulting from potential delays in achieving emissions reduction targets, that may lead to carbon cost exposure and reputational harm. This risk is heightened by the limited commercial viability of emerging energy transition technologies, due to gaps in regulatory frameworks, financial support, and value chain developments. Furthermore, there is a risk of reduced competitiveness and shareholder value if energy transition technologies are pursued ahead of market readiness, such as when EU targets outpace market readiness, particularly for solutions like carbon capture and storage (CCS). |
Traditional Business | In E&P, the high-cost environment, regulatory challenges and climate change targets put pressure on the traditional oil and gas projects. E&P focus is on high grading and strengthening of portfolio, as well as the delivery of Neptun Deep project and selective low-carbon business activities. In R&M, the sustainability focus and climate change targets put pressure on the traditional fuels demand, driving R&M business towards developing a sustainable products portfolio, shifting production to high value products, and potential acceleration of e-mobility plans, while consolidating its long-term position. |
Regional Gas Growth | The regional gas growth strategic risk in the Black Sea refers to the Neptun Deep project and other projects in the Black Sea area, such as the exploration of the Han Asparuh offshore block. Geopolitical and regulatory risks, as well as operational and delivery risks might occur. These risks can trigger a delay or cancellation of exploration and potential developments in the Black Sea and the risk of not delivering in time the first gas from Neptun Deep. |
Human Capital and Communities | Human capital risks might arise from a variety of causes and can emerge under the following areas: critical talent scarcity and ageing workforce, skills gap for green–digital–AI transition, employee engagement and change fatigue, employer attractiveness and industry related reputation or unbalanced relations with social partners. Caring and progressive people strategy helps us shape the employee experience in the evolving market conditions. OMV Petrom considers the perspectives of affected communities within its risk management processes, emphasizing dialogue and collaboration. This approach helps reduce the potential social risks and supports initiatives that can bring benefits to local communities, fostering trust and maintaining the company’s social license to operate. |
Political and Regulatory | Potential change in policies following the 2024 super-election year, which rolled over into 2025 with the repeat of the presidential elections and key local elections, continued to generate regulatory changes and taxes, mostly dictated by state budget needs. Separately, the company promotes the need for new legislation related to low-carbon emissions technologies, by engaging with private and public sector stakeholders – in order to generate public acceptance and support for such projects. This also materialized in attracting EU funding and committing resources to new business lines (renewable power, e-mobility, green hydrogen, biofuels and others). |
OMV Petrom thoroughly monitors geopolitical developments, including the ongoing Russia-Ukraine conflict and any additional sanctions and countersanctions resulting from it, as well as the US tariffs and the developments in the Middle East region, particularly in Israel and Iran, that have raised concerns about regional stability and their potential impact on OMV Petrom’s business activities.
Geoeconomic fragmentation, trade wars and disruptions to global supply chains could lead to further cost increases for OMV Petrom. Coupled with high interest rates and high energy prices, such a situation has the potential to also impact economic growth negatively, which in turn, could affect demand for OMV Petrom’s products.
OMV Petrom recognizes climate change as a key global challenge, and therefore integrates the related risks and opportunities into the development of the Company’s business strategy. For further details on climate change related risks and other ESG-related risks, please refer to the Sustainability Statement.
1.1.9. Estimates of the company’s activity
a)Factors which affect or could affect the company’s cash position
For the full year 2026, OMV Petrom expects the average Brent oil price to be around USD 65/bbl. We expect the refining margins to be around USD 9/bbl. In Romania, demand for retail fuels and power is expected to be stable, while gas demand is expected to be slightly higher versus 2025.
The provisions of the government emergency ordinance 32/2024, which entered into force starting April 1, 2024 related to the regulatory framework for natural gas, were extended until the end of Q1/26 via the government emergency ordinance 6/2025. In March 2026, the government issued a new emergency ordinance by which the natural gas market for household consumers as well as for heat generation in cogeneration plants and thermal power plants for population consumption remains regulated until the end of Q1/27. The applicability of the 0.5% tax on turnover introduced in 2024, initially announced to expire at the end of 2025, was extended for one more year, until end-2026. It is estimated to have a total annual impact of below RON 250 mn in 2026. As per current regulations, the tax is to be eliminated as of January 1, 2027. A 0.5% tax on the net value (cost less depreciation) of certain constructions is applicable as of January 1, 2025. The estimated impact for 2026 is of mid double-digit million RON. As per current regulations, the tax is to be eliminated as of January 1, 2027.
In the Exploration and Production segment, we expect hydrocarbon production to be above 100 kboe/d, with no divestments impact considered.
In the Refining and Marketing segment, our refinery utilization rate is estimated to be maintained at above 95%, while the total refined product sales are forecasted to be higher yoy and the retail fuel sales are expected to be stable yoy.
In the Gas and Power segment, total gas sales volumes are estimated to be lower yoy, while the net electrical output is forecasted to be higher yoy, in the context of the Brazi power plant planned shutdown in Q2/26: 26 days for full capacity, and the rest of the quarter for half capacity.
In 2026, we also plan to continue our initiatives to reduce our Scope 1-2 emissions, targeting a 30% decrease in 2030 versus 2019.
Investments for 2026
At OMV Petrom Group level, total net CAPEX is estimated to amount up to RON 9.4 bn, of which organic around RON 9 bn. We plan increased investments mainly dedicated to Neptun Deep, as well as low and zero carbon projects, mostly SAF/HVO and renewables. Investments require competitive, predictable and stable regulatory and fiscal environment.
In Exploration and Production segment, we plan investments of around RON 5.6 bn, of which more than half will be for Neptun Deep. The rest will be used mainly for drilling around 35 new wells and sidetracks and perform around 550 workovers. Our planned exploration expenditures are estimated at around RON 0.3 bn, reflecting intensified exploration activity both onshore and offshore.
With regards to our strategic pillar Grow regional gas, we will progress with our flagship project Neptun Deep, focus on drilling the development wells in the Domino field and installing the subsea systems, linepipe, jacket and topsides. With regards to the offshore exploration in the Neptun block, we are performing preparatory activities for the Anaconda-1 deepwater well, expected to be drilled after the Neptun Deep development drilling is completed. In the Han Asparuh offshore Bulgaria, we will continue exploration activity with the aim to complete drilling of two exploration wells and analyze the results.
At Group level, we plan to accelerate the expansion of the electrical vehicles charging network in the region, with the ambition to reach around 1,500 charging points by year-end, both in our filling stations and other locations. In addition, we plan to progress in developing our renewable power portfolio and with regards to biofuels, we plan to further advance with the construction works of the SAF/HVO unit.
In section 1.1.8. are detailed the potential risks that could affect the company’s cash position.
The main factors that affected the company’s cash flow during 2025 are presented in section 5.
b) Company’s investments and other additions
Investments1), RON mn | 2025 | 2024 | 2023 |
Exploration and Production | 5,220 | 4,804 | 2,793 |
Refining and Marketing | 1,340 | 1,113 | 1,749 |
Gas and Power | 508 | 1,020 | 57 |
Corporate and Other | 73 | 104 | 97 |
Total | 7,141 | 7,041 | 4,696 |
+/- Other adjustments2) | 2,245 | (1,117) | 1,327 |
Additions according to statement of non-current assets (intangible and tangible assets) | 9,386 | 5,924 | 6,023 |
| | | |
Investments made by OMV Petrom S.A. in 2025 amounted to RON 7,141 mn, higher by 1% compared to 2024.
Investments in Exploration and Production activities (RON 5,220 mn) represented 73% of 2025 total, being 9% higher than in 2024. The increase was mainly due to higher investments in the Neptun Deep project.
Refining and Marketing investments amounted to RON 1,340 mn in 2025. The investments were mainly allocated to Petrobrazi refinery for projects such as the SAF/HVO unit and the new aromatic complex.
Gas and Power investments (RON 508 mn) were significantly lower than in 2024 (RON 1,020 mn). The 2025 value reflects the progress made on the renewable power portfolio, as well as the acquisition of Dunav Solar Plant EOOD and of OMV Gas Marketing & Trading Hungaria Kft. The 2024 value reflects mainly several major acquisitions of renewable projects, as well as the planned shut-down and maintenance of Brazi power plant.
Corporate and Other investments amounted to RON 73 mn, lower compared to 2024 (RON 104 mn).
c) Factors which significantly affect the income generated by the company’s main activity
Operating Result per segments of activity, RON mn | Year ended December 31 |
| 2025 | 2024 | 2023 |
Exploration and Production | (323) | 2,411 | 4,182 |
Refining and Marketing | 2,202 | 2,182 | 2,161 |
Gas and Power | 611 | 351 | 1,490 |
Corporate and Others | (123) | (265) | (168) |
Consolidation1 | 304 | 45 | (256) |
Total | 2,672 | 4,724 | 7,409 |
| | | |
In 2025, in the Exploration and Production segment, Operating Result amounted to RON (323) mn, compared to RON 2,411 mn in 2024, mainly driven by lower oil prices and sales volumes, unfavorable foreign exchange impact (USD depreciation against RON), higher gas taxation and production costs, partly compensated by higher gas price, net positive impact from litigations, lower depreciation and lower exploration expenses. The operating result reflected also special charges of RON (2,419) mn, mainly for impairments of other financial assets and net impairments of tangible assets. From the total impairments, RON (1,499) mn represent impairment of other financial assets related to abandonment obligations, recognized following the agreed principles between OMV Petrom and the Romanian state for 15-year extension of production licenses, booked in Q4/25. In the context of this agreement triggering higher E&P taxation, and due to higher production decline for some mature fields, a net impairment of tangible assets of RON (616) mn was also recorded in Q4/25. For comparison, special items amounted to RON (638) mn in 2024, mainly reflecting tangible assets impairments. Exploration expenses decreased to RON 58 mn in 2025 (2024: RON 127 mn), mainly due to lower general and administrative costs (licenses related costs in Q2/24), lower exploration drilling expenses, geological and geophysical expenses and seismic expenses.
Domestic crude oil and NGL production was 17.62 mn bbl, 7.7% down compared with 2024. Domestic gas production was 20.53 mn boe, 1.4% lower compared to the 2024 level. The production reflected the natural decline in the main fields and planned maintenance activities, partly offset by the contribution of workovers and new wells. Production cost in Romania was USD 17.8/boe, 9% higher vs. 2024, mainly due to lower volumes available for sale, unfavorable exchange rate, and USD 0.34/boe construction tax impact; in RON terms, it increased by 6% to RON 79.6/bbl.
In the Refining and Marketing segment, Operating Result was RON 2,202 mn (2024: RON 2,182 mn), the higher refining indicator margin being offset mainly by higher costs, including depreciation, and lower refinery utilization in the context of the planned shutdown in Q2/25. Operating result was also impacted by the net income from consolidated subsidiaries and equity accounted investments in amount of RON 725 mn (2024: RON 728 mn). In 2025, the OMV Petrom indicator refining margin increased by USD 3.2/bbl to USD 12.4/bbl, mainly as a result of higher crack spreads for middle distillates. The refinery utilization rate decreased to 93% (2024: 97%), reflecting the planned shutdown in Q2/25 and crude supply challenges in Q3/25.
In the Gas and Power segment, Operating Result was RON 611 mn (2024: RON 351 mn), reflecting special gains of RON 214 mn, mainly consisting of temporary valuation effects. The strong performance achieved in the second half of the year, supported by power market deregulation starting July, offset the negative results recorded in the first two quarters.
The gas business had an excellent result, with increased gas sales volumes, reaching the highest annual level since 2021, on larger volumes to wholesales and end users. Lower margins on volumes from third party were compensated by a better result on the gas storage activity.
The power business line result was negatively affected by the legislation in place in the first half of the year, but improved in the second half of the year, on excellent operational performance supported by market deregulation. Good margins were achieved on volumes bought from third parties as well as from balancing and ancillary services. Brazi power plant generated a net electrical output of 4.67 TWh (2024: 4.92 TWh).
Operating Result in the Corporate and Other segment amounted to RON (123) mn, (2024: RON (265) mn).
2. Tangible Assets of the Company and its affiliates
2.1. The location and the main features of the production equipment owned by the company
OMV Petrom S.A. performs its activities in all the counties of the country, in Bucharest and in the Black Sea continental shelf, but also in Republic of Moldova, Bulgaria, Serbia and Hungary, directly or via its subsidiaries.
At the end of 2025, OMV Petrom operated 146 commercial oil and gas fields in Romania (end-2024: 149).
The Company has a significant asset base in its Exploration and Production business, in the form of property, plant and equipment used to exploit the Company’s hydrocarbon reserves. This base also includes assets related to oil and gas service business, such as workover, maintenance and logistics activities.
Being a marketing business, the Gas segment does not have production equipment or a significant asset base.
OMV Petrom owns an 860 MW gas fired power plant located in Brazi.
In addition, at the end of 2025, renewable energy projects totalling more than 900 MW capacity
x were in construction following final investment decisions and signing of main contracts, while approximately 70 MW
xi were already operational. Of the projects currently in construction, approximately 85% of the capacity is accounted for by solar and 15% by wind.
On the decommissioned Doljchim industrial site, OMV Petrom is currently in the construction phase with the Ișalnița photovoltaic project, the first large-scale photovoltaic project fully developed by OMV Petrom. The park will have an installed capacity of approximately 89 MWp. This project helps in capitalizing on the value of Doljchim site.
OMV Petrom has two refineries: Petrobrazi (in operation) and Arpechim (not operating since 2011). Part of existing assets from former Arpechim refinery are currently used as storage for excisable products (gasoline, diesel, FAME, additives) and for crude oil.
In 2025, OMV Petrom exclusively operated its upstream integrated refinery, Petrobrazi, with a total operational capacity of 4.5 million tons/year.
Through its affiliates, OMV Petrom operates 559 retail filling stations in Romania and 221 stations in the neighboring countries of Bulgaria, Serbia and the Republic of Moldova.
Number of retail filling stations per country | 2025 | 2024 | 2023 |
Romania | 559 | 557 | 555 |
Republic of Moldova | 64 | 64 | 69 |
Bulgaria | 93 | 93 | 93 |
Serbia | 64 | 64 | 63 |
Total | 780 | 778 | 780 |
| | | |
Company's tangible assets, RON mn (Net Book Value) | Balance at 31.12.2025 | Balance at 31.12.2024 |
Land, land rights and buildings, incl. buildings on third-party property | 1,085 | 1,036 |
Oil and gas assets | 24,764 | 20,794 |
Plant and machinery | 5,976 | 4,933 |
Other fixtures and fittings, tools and equipment | 623 | 568 |
Assets under construction | 1,925 | 2,101 |
Total tangible assets | 34,373 | 29,432 |
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2.2. The degree of wear-out for fixed assets
The core items within the Exploration and Production segment are depreciated using the unit of production method, while other tangible and intangible assets are depreciated on a straight-line basis according to estimated useful life, starting with the following month to the put in function date.
The accumulated depreciation and impairments of the tangible assets are presented in the table below:
Company's tangible assets, RON mn (accumulated depreciation and impairments) | Balance at 31.12.2025 | Balance at 31.12.2024 |
Land, land rights and buildings, incl. buildings on third-party property | 1,662 | 1,570 |
Oil and gas assets | 33,880 | 31,433 |
Plant and machinery | 8,926 | 7,975 |
Other fixtures and fittings, tools and equipment | 746 | 501 |
Assets under construction | 5 | 6 |
Total accumulated depreciation and impairments for tangible assets | 45,219 | 41,484 |
| | |
2.3. Potential issues related to ownership rights over the company’s tangible assets
Romanian law allows former owners of land and/or buildings which were abusively confiscated by the Romanian State during the communist regime to recover their ownership rights under certain conditions. Although, under laws regarding the restitution of property confiscated during the communist regime, the land which is subject to oil-related activities cannot be restored in kind to its former owner, there are many cases where restitutions in kind have occurred. However, in many such cases, the courts have declared such restitution null and void.
The Company has received notifications regarding the restitution of the assets confiscated by the Romanian State between March 6, 1945 and December 22, 1989, which falls under the incidence of Law no. 10/2001. In total, until December 31, 2025, a number of 1,144 notifications were transmitted to OMV Petrom, out of which:
As per Article 7.2, in conjunction with the provisions of Article 26 of the Methodological Norms for the application of Law no. 10/2001, approved through Government Decision no. 498/2002, the City Halls or the notified Prefectures are under the obligation to identify the owning entity and to direct the notifications to these entities for resolution. At the same time, those who submitted the notifications are informed that the requested asset is not under administration of these entities and also the name of the entity in charge to solve the notification. Due to the fact that up to this date the activity of solving notifications within the City Halls’ and Prefectures’ Commissions is still in progress, part of the notifications received may be further directed to OMV Petrom.
Apart from that, oil, gas and power activities involve significant hazards. Our assets are subject to risks generally relating to the exploration for and production of oil and gas, including blowouts, fires, equipment failure, tanker accidents, damage or destruction of key assets and other risks that can result in loss of property, caused by a number of natural and man-made acts or disasters such as human error, acts of theft or vandalism, adverse weather conditions, earthquakes or other natural disasters and force majeure events. Offshore operations, in particular, are subject to a wide range of hazards, including capsizing, collision, bad weather and environmental pollution.
Although we maintain insurance as per best international practice in the industry, in certain circumstances, our policies may not indemnify for the incurred damages or financial losses in full due to the absence of Company’s legal liability, assumed retentions of loss (including decisions to not insure a risk within the tolerance level) or unacceptable risks for the insurers (exclusions) for which alternative risk mitigations and treatment can be applied either to control the probability of occurrence, consequences, velocity or combination of these.
3. The Market of the Securities issued by the Company
3.1. The markets in Romania and in other countries where the securities issued by the company are traded
Shareholder structure
OMV Petrom’s shareholder structure in 2025 was the following: 51.2% – OMV Aktiengesellschaft, 20.7% – Romanian State, while the remaining 28.1% represented the free float in the form of shares traded within the Premium category of the Bucharest Stock Exchange (BSE).
At the end of 2025, 634 legal entities from Romania and abroad held 86.5% of the free float securities or 24.3% of OMV Petrom total share capital, with the remaining 13.5% of the free float or 3.8% of total capital being held by around 496,000 private individuals, mostly Romanians.
Looking into details, 73.5% of the free float was held by Romanian institutional shareholders at the end of 2025 (2024: 70.3%), and 13.5% by retail investors (2024: 14.0%) of which more than 98% were Romanians (2024: ~98%). The remaining free float was held by foreign institutional shareholders, as follows: 3.8% from the USA (2024: 4.4%), 1.4% from Hungary (2024: 1.8%), 0.9% from the UK and Ireland (2024: 1.2%), 6.6% from other European countries (2024: 7.6%), and 0.3% from rest of the world (2024: 0.7%).
The Romanian institutional shareholders increased their holdings in OMV Petrom shares during 2025. The largest part was held by the Romanian pension funds, with a cummulated share (Pillar 2 and Pillar 3) of 15.0% in our share capital and 53.4% in the free float (2024: 14.2% and 50.6% respectively). The Romanian asset managers as an asset class were also net buyers in 2025, with a weight in our share capital of 1.1% (2024: 1.0%). According to the latest available public information
xii, the alternative investment funds (SIFs) held a cumulated weight in our share capital of 3.48%, with the largest stakes held by Evergent Investments at 1.40% (2024: 1.32%), followed by Infinity Capital Investments with 1.01% (2024: 0.95%), Lion Capital with 0.57% (2024: 0.57%), Longshield Investment Group at 0.23% (2024: 0.23%) and Transilvania Investments at 0.27% (2024: 0.34%).
Shares
On the back of significant price appreciation in 2025, OMV Petrom became the largest Romanian company listed on the Bucharest Stock Exchange by market capitalization, which stood at RON 62.0 bn or EUR 12.2 bn at the end of 2025. This represented around 12% of the total market capitalization of the companies listed on the BSE or around 20% of the capitalization of the BET index.
The highest daily trading volume of the year on the Regular market, of 83.5 mn shares, was recorded on September 19, around the special dividend announcement date. The lowest level of trading volume for the year, of 0.9 mn shares, was recorded on August 20, 2025, in the context of an overall low liquidity on the Bucharest Stock Exchange.
OMV Petrom share price ended the last trading session of the year on December 30 at RON 0.9950, 40% higher yoy, still underperforming the BET index by 5.8 percentage points. However, our share price significantly outperformed all peers (except Orlen and Neste Oil) by 11 percentage points. On average, the oil and gas majors and regional peers (including Romgaz and excluding OMV) appreciated by 29.6% in 2025.
The total shareholder return was 49%, reflecting price appreciation as well as the base dividend of RON 0.0444/share and the special dividend of RON 0.0200/share, both paid in 2025.
The highest closing share price of the year, of RON 0.9950 was recorded on December 30, while the lowest closing share price of the year, of RON 0.6455 was recorded on May 15.
Most quarterly results publications generated neutral reactions among analysts, and the share price evolution reflected this. The exception was on the day of Q1/25 results release, when the share price decreased by 3.5%, the second highest daily price drop of the year. The highest daily decrease of the year, of 3.9%, was recorded on March 4, following news that OPEC producers would raise output in April, combined with concerns that US tariffs on Canada, Mexico and China would slow economic growth and fuel demand. Conversely, the highest daily share price appreciation in 2025, of 4.3%, was recorded on May 19, in the context of a positive market sentiment following the second round of Romanian presidential elections.
In 2025, the average share price for trades on the Regular market was RON 0.8042/share, 15% higher than the 2024 figure of RON 0.7002/share. Our shares significantly outperformed the 14% decrease of the average Brent oil price, supported by our business integration and diversification.
The average daily traded volume, including Deal trades, was 8.6 mn shares, down 24% yoy (2024: 11.3 mn). The average daily traded value was RON 6.9 mn, down 14% yoy. The 2025 average daily traded value in EUR terms was EUR 1.4 mn.
OMV Petrom shares were maintained in the FTSE indices throughout the year.
The domestic indices evolution also exhibited lower volatility and upward trends. The BET index (representing the 20 most liquid blue-chip stocks listed on the BSE) closed the year 46% above the end-2024 value. BET-TR (total return BET) appreciated by 55% yoy in 2025. The BET-NG index (comprising stocks in the energy and utilities sectors), in which OMV Petrom has a weight of around 30%, increased by 50% yoy. The BET-BK index (designed as a benchmark for asset managers and institutional investors) also increased by 54% yoy.
Global and European equities recovered during 2025, despite uncertainties induced by the US tariffs, Middle East tensions and policy fragmentation in the major economies. US, Chinese and eurozone economies proved resilient, although growth recovery was uneven and fuelled by different key factors. The discussions on interest rates easing by the major central banks and OPEC+ actions throughout the year impacted market sentiment as to prospects of oil demand/supply balance. Oil and gas sector specific indices outperformed the Brent, while major stock indices had a mixed performance, generally reflecting improved results of constituent companies, after their return to profitable growth and repacing ESG (Environmental, Social and Governance) targets. STOXX Europe 600/Oil & Gas closed 21% higher yoy, while major stock indices also advanced: STOXX Europe 600 increased by 17% yoy, DAX index increased by 23% yoy, FTSE 100 increased by 22% yoy and Dow Jones Industrial average index increased by 13% yoy.
OMV Petrom S.A. share symbols
|
ISIN | ROSNPPACNOR9 |
Bucharest Stock Exchange | SNP |
Bloomberg | SNP RO |
Reuters | ROSNP.BX |
| |
OMV Petrom shares - at a glance
| 2025 | 2024 | ∆ (%) |
Number of shares (mn) | 62,311.7 | 62,311.7 | 0 |
Market capitalization (RON mn)1 | 62,000 | 44,179 | 40 |
Market capitalization (EUR mn)1 | 12,160 | 8,882 | 37 |
Year’s high (RON) | 0.9950 | 0.7930 | 25 |
Year’s low (RON) | 0.6455 | 0.5590 | 15 |
Year end (RON) | 0.9950 | 0.7090 | 40 |
EPS (RON) | 0.0491 | 0.0672 | (27) |
Total dividend per share (RON) | 0.05782 | 0.06443 | (10) |
Thereof base dividend per share (RON) | 0.04662 | 0.0444 | 5 |
Dividend yield (%)4 | 5.8 | 9.1 | (36) |
Payout ratio from net profit (%)5 | 117.8 | 95.8 | 23 |
Payout ratio from operating cash flow (%)6 | 40.0 | 62.1 | (36) |
| | | |
Own shares
At the end of 2025, OMV Petrom S.A. held a total number of 204,776 own shares without voting rights (suspended voting right shares), representing 0.0003% of total share capital. In 2025, OMV Petrom did not buy back or cancel any Treasury shares.
Investor Relations activities
During 2025, the company’s top management and the Investor Relations (IR) team had an active presence on the local and foreign capital markets, by attending brokers’ conferences and organizing calls for analysts and institutional investors, as well as non-deal road shows. Such interactions provided the opportunity to regularly update them on the Strategy 2030 targets and execution, our quarterly operational and financial performance, as well as on the company’s response to challenges posed by energy prices volatility and the changes of the local sector specific regulatory and fiscal environment. Our focus on ESG, the impact of Europe’s sector specific regulations on our sustainability strategy, low and zero carbon capital expenditure plans and long-term business sustainability were also addressed during some of our meetings with investors.
In 2025, we attended twelve events dedicated to institutional investors, of which two non-deal road shows and ten broker conferences. A number of five events benefited from top management representatives’ participation, whereas seven were held at IR level. The total number of one-on-one and group meetings with investors was 70, during which we met around 75 investment funds from Romania, UK, US, France, Germany, Switzerland, Estonia, Norway, Austria, Czech Republic, Slovakia, Poland, Greece, Hungary, Bulgaria, Croatia and New Zealand.
Additionally, in 2025 we continued with the events dedicated to retail investors in the context of the overall increase in Bucharest Stock Exchange’s retail investors base, a trend also reflected in our shareholding structure. Of the total three such events, two benefited from the presence of our CFO.
With regards to the regular reporting, the main tool via which we update capital markets is the quarterly reporting, which provides a comprehensive resource for analysts and investors. This includes, among others, the Trading Update of Key Performance Indicators (KPIs), which provides early guidance on OMV Petrom’s key trends for the quarter, the Quarterly report, a conference call with analysts and investors, the related presentation with speech and Data supplement file, as well as the transcript of the Questions and Answers session during quarterly conference calls, all published on the company’s website, www.omvpetrom.com.
In the interest of transparency and timeliness, all company reports, releases, and important information for shareholders, analysts, and investors are promptly disseminated on the Bucharest Stock Exchange as well as on the Financial Supervisory Authority websites and also posted in the Investors section on the company’s website.
Analyst coverage of OMV Petrom shares
At the end of 2025, OMV Petrom stock was covered by ten analysts (2024: ten), with the following recommendations: one analyst (or 10%) had a “Buy” or equivalent rating (end-2024: 20%), seven (or 70%) had “Hold” or equivalent ratings (end-2024: 70%) and two (or 20%) had “Sell” ratings (end-2024: 10%).
The average target price (TP) was RON 0.8382, translating into a 15.8% downside potential compared to the share price of RON 0.9950 on the last day of trading in the year. This compares to an average TP of RON 0.7454 as at end-2024.
3.2. Description of the company’s dividend policy for the last 3 years
OMV Petrom S.A. (the Company) is committed to deliver a competitive shareholder return throughout the business cycle, including paying a progressive dividend, in line with the financial performance and investment needs, considering the long term financial health of the Company.
In December 2021, the Company made a stronger commitment to increase its base dividend per share by 5% - 10% per annum on average by 2030.
In a favorable market environment and at management discretion, special dividends may also be distributed, provided that the Company’s investment plans are funded.
In June 2024, the Company provided a new guidance to distribute total dividends (base and special) between 40% and 70% of the operating cash flow (OCF) each year by 2030. On average for 2022-2030, total dividends are expected to account for approximately 50% of the operating cash flows (40% previously), in a base case price scenario.
Related to year | 2025 | 2024 | 2023 |
Dividends allocated, RON mn | 3,601.601 | 4,012.862 | 4,442.813 |
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On March 15, 2024, the Supervisory Board approved the Executive Board’s proposal to distribute base dividends of RON 0.0413 per share for the financial year 2023. The dividend proposal was approved by the Ordinary General Meeting of Shareholders, on April 24, 2024. The payment of the dividends started on June 5, 2024.
On June 18, 2024, the Supervisory Board approved the Executive Board’s proposal to distribute special dividends of RON 0.0300 per share. The special dividend proposal led to a total dividend/share distributed in 2024 of RON 0.0713 (including the RON 0.0413 base dividend approved by the ordinary meeting of shareholders on April 24, 2024), resulting in a payout ratio of 110%, based on the Group’s 2023 net profit attributable to stockholders of the parent and 44% of the Group’s 2023 OCF. The special dividend proposal was approved by the Ordinary General Meeting of Shareholders, on July 25, 2024. The payment of the dividends started on September 3, 2024.
On March 18, 2025, the Supervisory Board approved the Executive Board’s proposal to distribute base dividends of RON 0.0444 per share, for the financial year 2024. The dividend proposal was approved by the Ordinary General Meeting of Shareholders, on April 24, 2025. The payment of the dividends started on June 3, 2025.
On September 16, 2025, the Supervisory Board approved the Executive Board’s proposal to distribute special dividends of RON 0.0200 per share. The special dividend proposal led to a total dividend/share distributed in 2025 of RON 0.0644 (including the RON 0.0444 base dividend approved by the ordinary meeting of shareholders on April 24, 2025), resulting in a payout ratio of 96%, based on the Group’s 2024 net profit attributable to stockholders of the parent and 62% from the Group’s 2024 OCF. The special dividend proposal was approved by the Ordinary General Meeting of Shareholders, on October 23, 2025. The payment of the dividends started on December 3, 2025.
On March 17, 2026, the Supervisory Board approved the Executive Board’s proposal to distribute total dividends of RON 0.0578 per share, made up of a base dividend of RON 0.0466 per share, for the financial year 2025 and a special dividend of RON 0.0112 per share, resulting in a payout ratio of 118%, based on the Group’s 2025 net profit attributable to stockholders of the parent and 40% of the Group’s 2025 OCF. The dividend proposal is subject to approval by the Ordinary General Meeting of Shareholders, on April 28, 2026.
3.3. Description of any activity involving the company’s purchasing its own shares
As at year-end 2025, OMV Petrom held a total of 204,776 own shares, representing 0.0003% of issued share capital.
In 2025 OMV Petrom did not buy back or cancel any of its own shares.
3.4. Where the company owns subsidiaries, mention of the number and the nominal value of the shares issued by the parent company and held by the branches
OMV Petrom has subsidiaries, but none of them owns shares issued by the parent Company.
3.5. Where the company has issued bonds and /or other debt securities, presentation of the way in which the company fulfilled its obligations towards the holders of such securities
Not applicable.
4. Company administration
Corporate governance report
The Company has always conferred great importance upon the principles of good corporate governance, considering corporate governance a key element underpinning the sustainable growth of the business and also the enhancement of long-term value creation for its shareholders. To remain competitive in a challenging environment, especially during recent times when the focus on environmental, social and corporate governance (ESG) elements increased significantly, OMV Petrom constantly develops and updates its corporate governance practices, so that it can meet new demands and also current and future opportunities.
Since 2007, the Company has been governed in a two-tier system in which the Executive Board manages the daily business and operations of the Company, whereas the Supervisory Board monitors, supervises and controls the activity of the Executive Board. The powers and duties of the two above-mentioned bodies are stated in the Company’s Articles of Association and in the relevant internal regulations and briefly detailed herein.
The Company is managed in an atmosphere of openness between the Executive Board and the Supervisory Board, as well as within each of these corporate bodies. A transparent decision-making process, relying on clear and objective rules, enhances shareholders’ confidence in the Company and its management. It also contributes to the protection of shareholders’ rights, improving the overall performance of the Company and providing better access to capital and risk mitigation.
The members of the Executive Board and the Supervisory Board have always paid due attention to their duty of care and loyalty. Hence, the Executive Board and the Supervisory Board have passed their resolutions as required for the welfare of the Company, primarily in consideration of the interests of shareholders and employees.
Bucharest Stock Exchange Corporate Governance Code
The Company first adhered to the Corporate Governance Code issued by the Bucharest Stock Exchange in 2010 and has continued to apply its principles, ever since then.
OMV Petrom complies with almost all of the provisions set forth in the new Corporate Governance Code issued by the Bucharest Stock Exchange in December 2024 and which entered into force as of 1 January 2025. More details on the Company’s compliance status with the principles and provisions stipulated under the Corporate Governance Code are presented in the corporate governance statement, which is a part of this Annual Report.
The first year of reporting compliance with the new Corporate Governance Code issued by the Bucharest Stock Exchange is 2026 by reference to the financial year 2025. There are 77 provisions under the new Corporate Governance Code as opposed to 34 provisions under previous Corporate Governance Code. The new Corporate Governance Code is divided into five main sections, each addressing a different aspect of companies’ governance (A – “Governing Bodies”, B – “Risk Management and Internal Control Framework”, C – “Performance, Motivation and Reward”, D – “Disclosure and Investor Relations”, and E – “Sustainability and Stakeholders”), while each section is divided into three parts: Purpose, Principles, and Provisions.
General Meeting of Shareholders (GMS)
GMS organization
The GMS is the highest deliberation and decision forum of the Company. The main rules and procedures of the GMS are laid down in the Company’s Articles of Association and in the Rules and Procedures of the GMS, both published on the Company’s corporate website, as well as in the relevant GMS convening notice.
The GMS is convened by the Executive Board whenever necessary. In exceptional cases, when the Company’s interest requires it, the Supervisory Board may also convene the GMS. At least 30 days before the GMS, the convening notice is published in the Official Gazette and in one widely-distributed newspaper in Romania and disseminated to the Financial Supervisory Authority and Bucharest Stock Exchange. With the observance of the same term, the convening notice is also made available on the Company’s website, together with the materials and supporting documents related to items included on the relevant GMS agenda.
The GMS is usually chaired by the President of the Supervisory Board, who may designate another person to chair the meeting. The chairman of the GMS designates two or more technical secretaries to verify the fulfillment of the formalities required by law for carrying out the GMS and for drafting the minutes thereof.
At the first convening, the quorum requirements are met if the shareholders representing more than half of the share capital of the Company are present, with decisions being validly passed with the affirmative vote of shareholders representing the majority of share capital of the Company. The same rules apply both to the Ordinary and Extraordinary GMS. The Ordinary GMS held at the second convening may validly decide on the issues included on the agenda of the first scheduled meeting, irrespective of the number of attending shareholders, by the majority of the votes expressed in such a meeting. For the Extraordinary GMS held at the second convening, the quorum and majority requirements are the same as for the first convening. Where the mandatory legal provisions set out otherwise, the quorum and majority requirements shall be carried out in accordance with such legal provisions.
In observance of capital market regulations, the resolutions of the GMS are disseminated to the Bucharest Stock Exchange and the Financial Supervisory Authority within 24 hours after the relevant event. The resolutions will also be published on the Company’s website.
The Company promotes the participation of its shareholders in the GMS. The shareholders duly registered in the shareholders’ register at the reference date may attend the GMS in person or by representation, based on a general or special proxy.
Shareholders may vote by correspondence, prior to the GMS. Also, the shareholders may vote by electronic means prior to the GMS via eVOTE online platform, in accordance with the provisions of art. 197 of Regulation no. 5/2018, if such voting method is indicated in the convening notice for the respective GMS.
The Company makes available at the headquarters and/ or on the Company’s website templates of such proxies and voting bulletins for votes by correspondence.
The shareholders of the Company, regardless of their participation held in the share capital, may raise questions in writing or verbally regarding the items on the agenda of the GMS. To protect the interests of our shareholders, the answers to the questions shall be provided by observing the regulations applicable to special regime information (e.g. classified information), including commercially sensitive information, for which disclosure could result in losses or a competitive disadvantage for the Company.
GMS main duties and powers
The main duties of the Ordinary GMS are:
The Extraordinary GMS is entitled to decide mainly upon:
Shareholders’ rights
Rights of the Company’s minority shareholders are adequately protected according to relevant legislation.
Shareholders have, among other rights provided under the Company’s Articles of Association and the laws and regulations currently in force, the right to obtain information about the Company’s activity, regarding the exercise of voting rights and the voting results in the GMS.
In addition, shareholders have the right to participate and vote in the GMS, as well as to receive dividends. OMV Petrom applies the one share, one vote, one dividend principle. There are no shares with multiple voting rights, preferential voting rights or maximum voting rights or other voting right restrictions such as non-voting shares without preference, priority shares, golden shares and other voting rights ceilings.
Moreover, shareholders have the right to challenge the decisions of GMS or withdraw from the Company and request the Company to acquire their shares, in certain conditions mentioned by the law. Likewise, as per the applicable legislation, one or more shareholders holding, individually or jointly, at least 5% of the share capital, may request the calling of a GMS. Such shareholders also have the right to add new items to the agenda of a GMS, provided that such proposals are accompanied by a justification or a draft resolution proposed for approval and copies of the identification documents of the shareholders who make the proposals.
Supervisory Board
Supervisory Board members
According to the Articles of Association, the Supervisory Board consists of nine members. The Supervisory Board members were appointed by the Ordinary GMS, in accordance with the provisions of Company Law and the Articles of Association. The Supervisory Board’s current mandate started on April 28, 2025 and expires on April 28, 2029.
At the beginning of 2025, until April 28, 2025 when the previous mandate of the Supervisory Board expired, the Supervisory Board consisted of the following members: Alfred Stern (President), Martijn van Koten (Deputy President), Reinhard Florey, Berislav Gaso, Katja Tautscher, Jochen Weise, Sorin-Dumitru Elisei, Răzvan-Eugen Nicolescu and Marius Ştefan.
On April 24, 2025, the Ordinary GMS has approved the appointment of the Supervisory Board membership for a new four years mandate starting with April 28, 2025 until April 28, 2029, namely: Alfred Stern, Martijn van Koten, Christine Catasta, Berislav Gaso, Katja Tautscher, Jochen Weise, Sorin-Dumitru Elisei, Răzvan-Eugen Nicolescu and Teodora-Elena Preoteasa. At the date of this report, the Supervisory Board had the same composition as described above.
The CVs of the current Supervisory Board members are available on the Company’s corporate website and short presentations are included in the Corporate Governance Report.
Main duties and powers of the Supervisory Board
The Supervisory Board has the following main powers:
Details on the Supervisory Board works and activities in 2025, as well as the results of the Supervisory Board self-evaluation are included in the Supervisory Board Report.
Supervisory Board functioning
The responsibilities of the members of the Supervisory Board, as well as the working procedures and the approach to conflicts of interest are governed by relevant internal regulations, mainly the Internal Rules for the Supervisory Board, available on Company’s website.
The Supervisory Board meets whenever necessary, but at least once every three months in accordance with the law. The Supervisory Board may hold meetings in person or by telephone or video conference. At least five of the Supervisory Board members must be present or represented for resolutions to be validly passed. The decisions of the Supervisory Board shall be validly passed by the affirmative vote of the majority of the members present or represented at such Supervisory Board meeting. In the event of parity of votes, the President of the Supervisory Board shall have a casting vote. In urgent cases, the Supervisory Board may take decisions by circulation, without an actual meeting being held, by the majority of votes. The President shall decide on whether issues are of an urgent nature.
Special committees
The Supervisory Board may assign particular issues to certain Supervisory Board members, acting individually or as part of special committees, and may also refer to experts to analyze certain issues. The task of the committees is to issue recommendations for preparing resolutions to be passed by the Supervisory Board itself, without preventing the entire Supervisory Board from dealing with matters assigned to the committees. The special committees established at the level of the Supervisory Board are the Audit Committee and the Nomination and Remuneration Committee (formerly named Presidential and Nomination Committee).
Audit Committee
The Audit Committee is composed of six members appointed by decision of the Supervisory Board from among its members.
At the beginning of 2025, the Audit Committe had the following five members: Jochen Weise (President – independent), Reinhard Florey (Deputy President), Sorin-Dumitru Elisei (member), Răzvan Eugen Nicolescu (member – independent) and Marius Ştefan (member – independent). Following the expiration of the mandates as Supervisory Board members of OMV Petrom, Reinhard Florey and Marius Ştefan ceased to hold also the position as members of the Audit Committee of OMV Petrom starting with April 28, 2025.
Following the approval by the Ordinary GMS held on April 24, 2025, of the members of the Supervisory Board for a new mandate of 4 years, starting April 28, 2025, the Supervisory Board approved a new composition of six members of the Audit Committee as of July 2, 2025, which is unchanged since then and consists of: Jochen Weise (President – independent), Christine Catasta (Deputy President – independent), Răzvan Eugen Nicolescu (member – independent), Katja Tautscher (member), Sorin-Dumitru Elisei (member) and Teodora Elena Preoteasa (member – independent).
The CVs of the current Audit Committee members are available on the Company’s corporate website.
The Audit Committee is constituted so that its members collectively possess competencies relevant to the Company’s area of operations. In addition, three members also have competences in the field of statutory auditing and accounting, as such is defined by law.
Main duties and powers of the Audit Committee
The main duties and powers of the Audit Committee according to the Audit Committee’s Terms of Reference focus on five main areas:
Details on the Audit Committee works and activities in 2025 are included in the Supervisory Board Report.
Audit Committee functioning
The working procedures of the Audit Committee are stated in the Audit Committee’s Terms of Reference, available on Company’s website.
The Audit Committee meets on a regular basis, at least three times per year, and on an extraordinary basis if required. The Audit Committee’s meetings are chaired by the President or, in his/her absence, by the Deputy or by another member, by virtue of a mandate from the President.
The decisions of the Audit Committee shall be taken by unanimous consensus of all members of the Audit Committee. In case unanimous consensus cannot be reached with respect to a specific item on the agenda, that item will be resolved upon by the Supervisory Board without the consultative opinion of the Audit Committee.
In urgent cases, the Audit Committee may take decisions also by circulation, without an actual meeting being held, with the unanimous consensus of all members of the Audit Committee. The President shall decide on whether issues are of an urgent nature.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is composed of four members appointed by the Supervisory Board among its members.
At the beginning of 2025, the Presidential and Nomination Committee (renamed into Nomination and Remuneration Committee as of 23 October 2025) was composed of: Alfred Stern (President), Martjin van Koten (Deputy President), Răzvan-Eugen Nicolescu (member – independent) and Marius Ştefan (member – independent).
Following the approval by the Ordinary GMS held on April 24, 2025, of the members of the Supervisory Board for a new mandate of 4 years, starting April 28, 2025, the Supervisory Board has approved a new composition of the Presidential and Nomination Committee (renamed into Nomination and Remuneration Committee as of 23 October 2025) as of July 2, 2025, which remained unchanged since then and consists of: Berislav Gaso (President), Martjin van Koten (Deputy President), Sorin-Dumitru Elisei (member – independent) and Teodora Elena Preoteasa (member – independent).
Main duties and powers of the Nomination and Remuneration Committee
The main responsibilities of the Nomination and Remuneration Committee, as further detailed in its Terms of Reference include:
Nomination and Remuneration Committee functioning
The working procedures of the Nomination and Remuneration Committee are stated in the Nomination and Remuneration Committee’s Terms of Reference, available on Company’s website.
The Nomination and Remuneration Committee meets on a regular basis, at least once per year, and on an extraordinary basis if required. The Nomination and Remuneration Committee’s meetings are chaired by the President or, in his/her absence, by the Deputy or by another member, by virtue of a mandate from the President.
The decisions of the Nomination and Remuneration Committee shall be validly passed by the affirmative vote of the majority of the members present or represented at the meeting. In the event of parity of votes, the President shall have a casting vote. However, the President shall endeavor to achieve that, to the extent possible, resolutions are passed with a consensus among its members.
In urgent cases, the Nomination and Remuneration Committee may take decisions also by circular resolution, without an actual meeting being held, by the majority of votes. The President shall decide on whether issues are of an urgent nature.
Executive Board
Executive Board members
The Executive Board of the Company comprises five members, appointed by the Supervisory Board for a mandate of four years ending on April 16, 2027.
During 2025, there were no changes in the membership of the Executive Board.
Main duties and powers of the Executive Board
The main powers of the Executive Board, performed under the supervision and control of the Supervisory Board, are:
The Executive Board reports to the Supervisory Board on a regular basis on all relevant issues concerning the course of business and its operations, strategy implementation, the risk profile and risk management of the Company.
Moreover, the Executive Board ensures that the provisions of the relevant capital markets legislation are complied with and implemented by the Company. Likewise, the Executive Board ensures the implementation and operation of accounting, risk management and internal controlling systems which meet the requirements of the Company.
The members of the Executive Board have the duty to disclose immediately to the Supervisory Board any material personal interests they may have in transactions of the Company, as well as all other conflicts of interest. Furthermore, they have the duty to notify other Executive Board colleagues of such interests forthwith.
All business transactions between the Company and the members of the Executive Board, as well as persons or companies closely related to them, must be in accordance with normal business standards and applicable corporate regulation. Such business transactions, as well as their terms and conditions, require the prior approval of the Supervisory Board.
Executive Board functioning
The responsibilities of the Executive Board members, as well as the working procedures and the approach to conflicts of interest are governed by the relevant internal regulations.
The Executive Board may hold meetings in person or by telephone or video conference. The meetings of the Executive Board are held regularly (at least once every two weeks, but usually every week) and whenever necessary for the operative management of the Company’s daily business.
The Executive Board shall have a quorum if all members were invited and if at least three members are personally present. The Executive Board shall pass its resolutions by simple majority of the votes cast. In the event of a tie, the President shall have a casting vote. However, the President shall endeavor in her/his best efforts to achieve that, to the extent possible, resolutions are passed unanimously.
Should the nature of the situation require it, the Executive Board can pass a resolution by circulation based on the written unanimous agreement, without an actual meeting being held. The President shall assess whether such a procedure is called for. Such a procedure may not be used for resolutions pertaining to the annual financial statements of the Company or its registered share capital.
In 2025, the Executive Board met 53 times, either in person or by video conference and passed resolutions by circulation on 6 other occasions in order to approve all matters requiring its approval in accordance with the Articles of Association and the Company’s internal regulations, as well as to allow the members of the Executive Board to discuss all significant matters concerning the Company and to inform each other about all relevant issues of their activity.
Diversity, Equity & Inclusion and Employee Development
The continuous involvement of Executive Board Members in a series of internal and external events and programs emphasizes the focus on DE&I of our Senior Management as well as strong commitment towards an inclusive and equitable organization.
In 2025, we continued our DE&I journey towards creating an inclusive diverse and equitable workplace. We mobilized our internal teams to create and implement impactful initiatives.
Our DE&I Vision encompasses three pillars:
Moreover, OMV Petrom participates at Group level in volunteer-based DE&I workstreams focused on 6 key focus areas, namely: Gender, Generations, Accessibility, Parenting & Caregiving, Intercultural and LGBTQIA+. Each working group thus contributes to ensuring representativity, ongoing involvement and raising awareness.
DE&I Events 2025:
We organized tailored engagement initiatives, such as themed celebration days and dedicated workshops, allowing employees to connect, exchange ideas and share own perspectives, ultimately enhancing teamwork and mutual understanding. Highlights include:
DE&I Programs&Learning:
OMV Petrom is an associate and subscriber of Diversity Charter in Romania since 2017.
The Diversity Charter is one of the most efficient recognition tools that helps enhancing the diversity and equality of chances through a series of general principles that are voluntarily adhered to by all its subscribers, with the scope of promoting diversity, non-discrimination, inclusion and the equality of chances at the working place.
OMV Petrom is dedicated to developing its employees’ capabilities. For this, we offer both development opportunities through various learning activities and programs and participation in interdisciplinary and cross functions and countries projects as part of OMV Group.
We adjusted our current learning and development curricula to the 2030 Business Strategy, embedding the new values, the transformational leadership competencies and new ways of working.
Grow Club – We continued granting access to our GROW curricula for all colleagues, aspiring to a leadership role, in order to enhance leadership skills and knowledge, thus growing our leadership pipeline. A total of 278 colleagues joined the new set-up of the program. Three Community learning sessions and one GROW Club Conference were organized so far, where everyone had the chance to inspire and get inspired by exchanging know-how and active participation.
And as we are determined to promote a culture of continuous learning, we are using the Learning Dashboard, a hands-on tool for all line managers to monthly monitor & engage with their employees in learning & development conversations.
Women’s advancement
The Company supports gender diversity and development of women in management positions, although it acknowledges the gender gap in the oil and gas industry.
OMV Petrom strives for diverse teams and thus, aims to increase the percentage of women at senior management levels (including female executives and women in advanced management career level) to 35% by 2030. The Company supports this through a number of initiatives such as mentoring, succession planning, and specific programs. Additional information is available in the Sustainability Statement.
Starting April 28, 2025, following the appointment of the membership of the Supervisory Board for a new mandate of 4 years, OMV Petrom had five women in its management bodies: Christina Verchere, the CEO and President of the Executive Board, Alina Gabriela Popa, CFO and member of the Executive Board and Christine Catasta, Katja Tautscher and Teodora-Elena Preoteasa as members of the Supervisory Board of OMV Petrom, leading to a gender balance proportion among all the directors of OMV Petrom SA of 35.7%, thus being compliant with the gender diversity requirement as per the law.
Moreover, at the end of 2025, the percentage of women at senior management levels (including female executives and women in advanced management career level) was 30.3%. The percentage of women at all management levels was 26.2%. OMV Petrom is committed to protecting the rights and opportunities of all employees, by promoting parity, eliminating gender bias and by offering learning opportunities. Also, OMV Petrom makes available to all employees an Ombudsman Department, namely the PetrOmbudsman, to which they may raise work related issues, including gender related.
Principles of Remuneration Policy
OMV Petrom targets to reach a market positioning with remuneration levels designed to be competitive in the respective labour markets, ideally in reference to the oil and gas sector, in order to attract, motivate and retain the best qualified talents. This allows us to offer an attractive remuneration package, which attracts, motivates and retains those people who are OMV Petrom’s competitive advantage and a vital factor for OMV Petrom’s sustainable success.
OMV Petrom’s remuneration principles are targeting more than just being compliant with the legislation. The Company places people at the core of its business, being one of the main pillars of the Company’s success. When setting up our reward structures and individual remuneration packages, we always pay attention to internal equity.
In line with regulatory requirements, OMV Petrom has in place a Remuneration Policy for the Executive Board and Supervisory Board, aligned with OMV Petrom’s long-term strategy, current market practice, as well as OMV Petrom’s shareholders’ views and interests. It is regularly reviewed and revised by the Nomination and Remuneration Committee, in close cooperation with independent consultants, and subsequently approved by the Supervisory Board and ultimately by the Ordinary GMS.
The Remuneration Policy for the Executive Board and the Supervisory Board of OMV Petrom, applicable in 2025, was approved by the annual Ordinary GMS held on April 24, 2025, while a revised version, effective starting 2026, was approved by the Ordinary GMS on October 23, 2025. The revisions of the Remuneration Policy in the 2025 financial year were based on current market practice, relevant legal requirements, as well as the recommendations of the new Bucharest Stock Exchange Corporate Governance Code effective as of January 1, 2025.
The revised Remuneration Policy, applicable in 2025, that was approved by the Ordinary GMS in April 2025 with a majority of 75.5% of the valid casted votes and 70.1% of the share capital, focused on the Supervisory Board remuneration. In particular, the additional remuneration per meeting of the committees was replaced by an annual fixed remuneration. The provisions regarding Executive Board remuneration remained unchanged.
In October 2025, the Ordinary GMS approved a revised Remuneration Policy, applicable starting 2026, with a majority of 97.8% of the valid casted votes and 89.9% of the share capital. These adjustments to the Remuneration Policy focused on the Executive Board remuneration. It is based on the principle that the remuneration for the Executive Board members should be closely linked to both financial and non-financial performance on an OMV Petrom level and OMV Petrom shares, to further strengthen the link between pay and performance in line with shareholders’ interests. The principles regarding the Supervisory Board remuneration remain unchanged, except for a clarification on Directors’ and Officer (D&O) insurance and benefits in kind.
The 2025 Remuneration Policy and 2026 Remuneration Policy are available on the corporate website www.omvpetrom.com in the Corporate Governance section, Corporate Documents & Policies.
Remuneration of the Executive Board and Supervisory Board members
In accordance with Article 107 of Law no. 24/2017, the Remuneration Report for the 2024 financial year was submitted to the Ordinary GMS held on April 24, 2025, and approved by a majority of 99.8% of valid casted votes and 92.1% of the share capital. With the 2024 Remuneration Report, we aim to continue to promote detailed disclosure and transparency of the Executive Board’s and Supervisory Board’s remuneration and take into account the feedback we received to date from our investors.
The application of the 2025 Remuneration Policy and the performance outcomes for the 2025 financial year are presented in the 2025 Remuneration Report for OMV Petrom’s Executive Board and Supervisory Board, that will be submitted for consultative vote in the Ordinary GMS on April 28, 2026.
Remuneration of other staff
The employees of OMV Petrom are employed under local Romanian terms and conditions and the salaries are set in RON currency. The employment contracts are concluded with OMV Petrom and governed by the Romanian law. Reflecting additional responsibilities in other OMV Petrom Group companies, there are employees with an additional part time employment contract with other entities within OMV Petrom Group.
The remuneration of OMV Petrom employees is at competitive levels for the relevant oil and gas industry and includes: (i) a fixed base remuneration, paid monthly as a net salary determined by applying to the base gross salary the income tax quotas and social contributions, (ii) other fixed payments, such as fixed bonuses and special allowances according to the Collective Labour Agreement, (iii) other statutory and non-statutory benefits, such as private insurance, holiday indemnity / special days off and, depending on the assigned position, a company car, car compensation fee, commuting and transportation support and (iv) short-term (discretionary and / or annual) performance-related bonuses. The measures / key performance indicators used are based on OMV Petrom financial and non-financial metrics.
Since January 1, 2023, the former indemnity allowance of 20% applicable to all working agreements to compensate the transfer of the social security contributions from the employer to the employee based on the fiscal changes introduced by OUG no. 79/2017, was made a permanent measure. It is included in the base salary, but this may be subject to change in the future in case the legal provisions regulating payment of social security contributions will undergo amendments.
Internal control
The Group has implemented an internal control framework put into practice through the internal control system designed to prevent and detect undesirable events and risks, such as fraud, errors, damages, non-compliance, unauthorized transactions and material misstatements in the financial and sustainability reporting.
The main principles and responsibilities for the internal control framework within OMV Petrom Group are set in the Policy on Internal Control Framework, approved by the Supervisory Board.
OMV Petrom’s internal control framework covers all areas of Group’s operations with the following goals:
OMV Petrom’s internal control framework consists of the following elements:
Element | Description |
Control environment | The existence of a control environment, comprising a set of regulations, processes, and structures, forms the basis for an effective internal control system across the organization. The following activities and principles, that establish an effective Control environment, are defined and adhered to: maintaining a transparent organizational structure (e.g. clear employees roles and responsibilities, signature rules, segregation of duties), safeguarding company’s assets (including data and information), proper documentation of transactions and regulations, appropriate definition, implementation and documentation of risk and control matrixes. |
Risk assessment | Generally, all business, management and support processes are included in the scope of the internal control. They are assessed through a dynamic and iterative process to identify critical activities and associated immanent risks, process and compliance risks. |
Control activities | Control activities and measures (e.g. segregation of duties, checks, approvals, IT access rights) are defined (including relevant documentation), implemented and performed to mitigate significant process and compliance risks. Control activities are being updated periodically. |
Information and communication | Information systems are in place to support decision making and carrying out internal control responsibilities while ensuring proper documentation. Periodic information is provided to management and governing bodies in respect of internal control system status and updates. |
Monitoring activities | Monitoring activities are ongoing and periodic evaluations carried out to ascertain that the elements of an effective internal control environment are present and functioning. |
OMV Petrom's successful management and operations mean creating value for all stakeholders and require systematically and transparently managing the Company while applying the best corporate governance principles. To attain this objective, OMV Petrom has implemented a rigorous Management System.
The Management System represents the set of processes, internal regulations and controls, whose purpose is to manage and control the organization in order to achieve its objectives through optimized utilization of resources, while supporting compliance with applicable legal requirements.
The Internal Audit department assesses the effectiveness and efficiency of the organization’s policies, procedures, and systems which are in place to ensure: proper identification and management of risks, reliability and integrity of information, compliance with laws and regulations, safeguarding of assets, economical and efficient use of resources and the accomplishment of established objectives and goals.
Internal Audit carries out regular audits of individual Group companies and informs the Audit Committee about the results of the audits performed.
Likewise, the Supervisory Board (with assistance from the Audit Committee) performs an assessment of the adequacy and effectiveness of company’s risk management and internal control frameworks. The assessment considers the effectiveness and scope of the Internal Audit function, the adequacy of risk management and compliance, internal control reports, management’s responsiveness and effectiveness in dealing with identified internal control failings or weaknesses.
The Group has an Accounting Manual that is implemented consistently in all Group companies to ensure the application of uniform accounting for the same business cases. The Group Accounting Manual is updated regularly, based on changes in International Financial Reporting Standards. Furthermore, the organization of the Accounting and Financial Reporting departments is set up to achieve a high-quality financial reporting process. Roles and responsibilities are specifically defined and a revision process – the “four-eye principle” – is applied to ensure the correctness and accuracy of the financial reporting process. The establishment of Group-wide standards for the preparation of annual and interim financial statements by means of the Group Accounting Manual is also regulated by an internal corporate regulation.
Report on payments to governments
In accordance with Chapter 8 of the Minister of Public Finance Order no. 2844/2016 for approval of Accounting Regulations according to International Financial Reporting Standards, with all subsequent additions and modifications, transposing Chapter 10 of the Accounting Directive (2013/34/EU) of the European Parliament and of the Council, OMV Petrom management prepared a consolidated report on payments to governments for the year 2025. This report will be published together with the consolidated financial statements of OMV Petrom for the year ended December 31, 2025.
Related parties transactions
The Company has in place a Policy on related parties transactions, which is also available on the corporate website. This policy is intended to ensure the proper monitoring, approval and reporting of the company’s related parties transactions.
An overview of all related parties transactions of the Company is presented twice per year to the Executive Board, as well as to the Supervisory Board (also via Audit Committee). Moreover, transactions with related parties that are outside of OMV Petrom Group are reviewed by an independent specialized firm in relation to the observance of the arm’s length principle and the outcome of such review is reported to the Executive Board and to the Supervisory Board (also via Audit Committee).
According to the Policy on related parties transactions, the Supervisory Board, with assistance from the Audit Committee, performs at least annually, an evaluation of the related parties transactions in the ordinary course of business and under normal market conditions by reference to the criteria in the Policy. The result of such evaluation by reference to 2025 is included in the Report of the Supervisory Board, part of this Annual Report.
Likewise, for information on 2025 related party transactions, as well as receivable and payable balances with related parties, please refer to Note 28 to the Separate Financial Statements.
4.1. Presentation of the company’s administrators and the following information for each administrator:
a) CV (family name, first name, age, skills, professional expertise, position and length of employment)
As at January 1, 2026, the Supervisory Board of OMV Petrom consisted of nine members, elected for a four-year mandate between April 28, 2025 and until April 28, 2029, as follows:
Name | Age (years) | Position | Other information |
Alfred Stern | 61 | President of the Supervisory Board As of 1 September 2021 | Alfred Stern is the Chairman of the Executive Board and Chief Executive Officer of OMV AG since September 2021. Prior to joining the OMV Group in April 2021 as a Board member for Chemicals and Materials, he had been the CEO of Borealis since July 2018. During his tenure of 14 years, Alfred Stern held a series of other executive positions at Borealis, latterly as a Board member for Polyolefins and Innovation & Technology. He started his career at DuPont de Nemours, leading to extensive international experience in Switzerland, Germany, and the US across the spectrum of Research and Development, Sales and Marketing, and Quality and Business Management. Alfred Stern studied at the Montanuniversität Leoben in Austria. He holds a PhD in material science and a Master in polymer engineering and science. Alfred Stern was firstly appointed as member and President of OMV Petrom Supervisory Board as of September 1, 2021 and was re-elected for another mandate in April 2025. |
Martijn van Koten | 56 | Member As of 1 August 2021 Deputy President As of 1 January 2023 | Martijn van Koten was born in the Netherlands, where he studied Chemical Engineering at Delft University of Technology. He began his professional career at Shell in 1994, taking on several management and technical positions in the refining and downstream business in the UK, Germany and the Netherlands. Starting 2004, Martijn van Koten assumed Manufacturing Site General Manager positions at Shell in Sweden and Singapore, before becoming Vice President Manufacturing East & Middle East in Singapore in 2009 and Vice President Supply & Distribution Americas in the United States in 2013. In 2013, Martijn van Koten joined Borealis as Executive Board Member Operations, HSE & PTS in Austria. From 2018 to June 2021, he was Borealis Executive Board Member Base Chemicals & Operations in Austria. Martijn van Koten was a member of the OMV Board of Directors since July 1, 2021, being responsible for the division Refining until January 1, 2023. Since January 1, 2023, he is responsible for the division Fuels & Feedstock. Additionally, he is heading the Chemicals division on an interim basis since March 1, 2025. He is married and has two daughters. Martijn van Koten was firstly appointed as member of OMV Petrom Supervisory Board as of August 1, 2021 and was re-elected for another mandate in April 2025. |
Berislav Gaso | 52 | Member As of March 17, 2023 | Berislav Gaso holds a master's degree in Mechanical Engineering from the Technical University of Munich, Germany, and a PhD in Business Administration from the University of St. Gallen, Switzerland. Berislav Gaso has held various management positions in the MOL Group after working as a junior partner at McKinsey & Company. Most recently, he was Executive Vice President in charge of MOL Group’s Exploration & Production Division. On March 1, 2023, Berislav Gaso assumed his role as a member of the Executive Board of OMV Aktiengesellschaft, where he is responsible for the Energy Division. Berislav Gaso was firstly appointed as member of OMV Petrom Supervisory Board as of March 17, 2023 and was re-elected for another mandate in April 2025. |
Katja Tautscher | 54 | Member As of 1 January 2023 | Katja Tautscher graduated in law (Magister iuris) from University of Vienna, Law Faculty, Vienna, Austria and holds an executive MBA from INSEAD. She is a qualified solicitor in Austria since 2001 and admitted as a solicitor in England and Wales since 2005. From 1996 to 2006, she worked in different positions in prestigious law firms such as Clifford Chance (Düsseldorf), Allen & Overy (London, UK), Wolf Theiss (Vienna, Austria and Ljubljana, Slovenia). Her most recent position was as Chief Legal and Compliance Officer of Borealis AG, Vienna, Austria, and since June 2022, Katja Tautscher became the SVP General Counsel of OMV Group. Katja Tautscher was firstly appointed as member of OMV Petrom Supervisory as of January 1, 2023 and was re-elected for another mandate in April 2025. |
Sorin-Dumitru Elisei | 49 | Member As of 24 April 2024 | With over 18 years of experience in the energy sector, Sorin Elisei has coordinated national and international projects, as well as studies, analyses, projects and strategies in the field of energy and climate change such as defining and implementing decarbonisation strategies, defining energy transition plans, as well as implementing ESG factors in business development plans. He graduated in Journalism and Communication Science from University of Bucharest and an Executive Management Programme from London School of Business and Finance. Sorin Elisei also completed various courses, trainings and seminars in the energy sector and since 2007 he worked in different management positions in companies active in the energy sector. His most recent position was as Director within the energy and sustainability specialized practice at Deloitte Romania. Since February 2024, he became General Director, General Directorate for Energy Policies and Green Deal (currently General Directorate for Energy) within the Ministry of Energy. Sorin-Dumitru Elisei was firstly appointed as member of OMV Petrom Supervisory Board as of April 24, 2024 and was re-elected for another mandate in April 2025. |
Jochen Weise | 70 | Member - independent1 As of 1 November 2016 | Jochen Weise graduated in Law from the Universities of Bochum and Bonn, Germany, where he also received his PhD. He holds a non-executive position as Senior Advisor Energy Infrastructure Investments to Allianz Capital Partners in London since November 2010. Previously, he was Supervisory Board member of Verbundnetzgas AG in Leipzig, Germany between December 2014 and June 2022, member of the Management Board, between April 2004 and August 2010, Executive Vice President Gas Supply & Trading, between January 2003 and March 2004, at E.ON Ruhrgas AG, and Director Commercial Sales at Deutsche Shell GmbH, between April 1998 and December 2001. Jochen Weise was firstly appointed as member of OMV Petrom Supervisory Board as of 1 November 2016 and was re-elected for another mandate in April 2025. |
Răzvan-Eugen Nicolescu | 48 | Member – independent1 As of 28 April 2021 | Răzvan-Eugen Nicolescu graduated from the Power Engineering Faculty of Politehnica University of Bucharest. He also completed various economic studies, being a graduate of the MBA program of Solvay Brussels School – Economics and Management, as well as of an executive course on corporate governance at Harvard Business School. Răzvan-Eugen Nicolescu is a recognized specialist in the energy field, with a solid experience in both private and public sector. He was Director for Regulatory and Public Affairs of OMV Petrom S.A. between 2008-2014, Chairman and Vice-chairman of the European Union Agency for the Cooperation of Energy Regulators (ACER) between 2010-2016, as well as Minister of Energy in Romania in 2014, without being a member of any political party. Between February 2015 and April 2021, Răzvan-Eugen Nicolescu has been Partner – Energy Resources and Sustainability Industry Leader of Deloitte Central Europe. Between 2021 and 2025, he was member of the Governing Board of the EIT – European Institute for Innovation and Technology. Răzvan-Eugen Nicolescu was firstly appointed as member of OMV Petrom Supervisory Board as of 28 April 2021 and was re-elected for another mandate in April 2025. |
Cristine Catasta | 68 | Member - independent1 As of 28 April 2025 | Christine Catasta holds a graduate degree and a doctorate from Vienna University of Economics & Business. She is a tax advisor and certified public accountant. Christine Catasta was CEO and Senior Partner at PwC Austria and CEO of ÖBAG and member of the supervisory board at Austrian Airlines AG, Telekom Austria AG, Verbund AG and OMV AG. She is currently, among others, member of the Supervisory Board at Erste Group Bank AG and chairwoman of the audit committee and member of the supervisory board at Banca Comerciala Romana S.A., Erste Bank and chairwoman of the supervisory board at Bundesimmobilien GmbH. Christine Catasta was appointed as member of OMV Petrom Supervisory Board as of April 28, 2025. |
Teodora Elena Preoteasa | 42 | Member – independent1 As of 28 April 2025 | Teodora Preoteasa is an accomplished public policy strategist and senior executive with over 15 years of high-level experience in European funds management, international negotiations, and strategic investment programming. She currently serves as Director of the European Funds Administration Directorate at the Investment and Development Bank of Romania. Previously Teodora Preoteasa held different positions within Romania’s Ministry of Investments and European Projects. Her governance expertise extends to board-level roles in major institutions, including ROMATSA, and EXIMBANK’s Interministerial Committee. She is also an Associate Lecturer at the Bucharest University of Economic Studies, where she mentors students in European funds management and public policies. Teodora Preoteasa has a bachelor’s degree in "Communication and Public Relations", psychology, management, marketing from Lucian Blaga University in Sibiu, holds academic credentials in Communication, Public Relations, Managerial Communication, and European Integration from top Romanian institutions and has pursued specialized training with the European Investment Bank, World Bank, and international organizations. A passionate advocate for female empowerment and inclusive growth, Teodora Preoteasa is committed to shaping policies that drive innovation, sustainability and socio-economic cohesion. She is also a dedicated mother of three. Teodora Elena Preoteasa was appointed as member of OMV Petrom Supervisory Board as of 28 April 2025. |
b) Any agreement, understanding or family connection between Executive Board members and another person who is responsible for appointing him/her member of the executive management
OMV Petrom’s governance follows a two-tier system, with the Executive Board ensuring the management of the Company under the control and supervision of the Supervisory Board.
The members of the Supervisory Board are not appointed by certain persons or certain shareholders. They are appointed by the Ordinary GMS based on shareholders’ votes and in compliance with the statutory requirements relating to quorum and majority. Therefore, there are no such agreements and understandings to be disclosed herein.
c) The participation of the Supervisory Board members at the share capital of the company
Răzvan-Eugen Nicolescu holds 37,000 shares issued by OMV Petrom. OMV Petrom does not have knowledge of any other member of the Supervisory Board holding shares issued by the Company.
d) The list of related parties to the company
Please see Annex b).
4.2. Executive Board
a) Terms of office for the person who is member of the executive management
The Executive Board’s current mandate started in April 2023 and runs until April 2027.
At the end of 2025 and at the date of this report, OMV Petrom’s Executive Board is composed of the following members:
Name | Position |
Christina Verchere | Chief Executive Officer and President of the Executive Board |
Alina-Gabriela Popa | Chief Financial Officer |
Cristian Hubati | Member of the Executive Board, responsible for Exploration and Production |
Radu-Sorin Căprău | Member of the Executive Board, responsible for Refining and Marketing |
Franck Albert Neel | Member of the Executive Board, responsible for Gas and Power |
b) Any agreement, understanding or family connection between Executive Board members and another person who is responsible for appointing him/her member of the executive management
Executive Board members are appointed by decision of the Supervisory Board. OMV Petrom does not have knowledge of any agreement, understanding or family connection between Executive Board members and the persons responsible for their appointment as members of the Executive Board of OMV Petrom.
c) The participation of the respective person at the share capital of the company
As part of the program of free distribution of shares to its employees, conducted by OMV Petrom in 2010, 100 shares were assigned to Alina-Gabriela Popa, the Chief Financial Officer of OMV Petrom and 100 shares to Cristian Hubati, member of the Executive Board. Radu-Sorin Căprău, member of the Executive Board, holds 30,000 shares.
4.3. The potential litigations and administrative procedures in which the persons presented under Sections 4.1 and 4.2 were involved over the last 5 years, concerning their activity or capacity to fulfill their duties within OMV Petrom
To the best of our knowledge, at the date of this report, during 2025, there is no ongoing litigation against the members of the Executive Board or Supervisory Board of the Company directly linked with their activity in the Company having a significant impact upon the price of the Company shares or the capacity to hold the position of members of such corporate bodies. However, members of the Executive Board and Supervisory Board might be involved in some court cases or preliminary procedures which do not fall under the aforementioned categories.
5. Analysis of the Financial Position, Performance and Cash Flows of the Company
The figures from below tables are either extracted from or computed using the information included in Separate Financial Statements prepared in accordance with Order of the Minister of Public Finance no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards:
Financial highlights, RON mn | Year ended December 31 |
| 2025 | 2024 | 2023 |
Sales revenues | 30,735 | 29,429 | 33,162 |
Operating Result | 2,672 | 4,724 | 7,409 |
Net financial result | 740 | 55 | 202 |
Net income | 3,068 | 4,144 | 3,944 |
Non-current assets | 42,814 | 38,087 | 35,086 |
Current assets (including assets held for sale) * | 16,110 | 18,212 | 21,460 |
Total equity | 36,669 | 37,621 | 37,930 |
Non-current liabilities | 11,806 | 9,964 | 9,963 |
Current liabilities (including liabilities associated with assets held for sale) * | 10,449 | 8,713 | 8,652 |
Cash and cash equivalents at the beginning of the year | 8,919 | 12,950 | 13,853 |
Cash flow from operating activities | 8,478 | 5,703 | 10,441 |
Cash flow from investing activities | (6,200) | (5,410) | (5,455) |
Cash flow from financing activities | (4,470) | (4,327) | (5,887) |
Effect of foreign exchange rate changes on cash and cash equivalents | (1) | 4 | (1) |
Cash and cash equivalents at the end of the year | 6,726 | 8,919 | 12,950 |
| | | |
Ratios | Year ended December 31 |
| 2025 | 2024 | 2023 |
Liquidity ratios | | | |
Current ratio * | 1.54 | 2.09 | 2.48 |
Acid test * | 1.28 | 1.79 | 2.18 |
Risk ratios | | | |
Gearing ratio | n.m. | n.m. | n.m. |
Indebtedness ratio | 0% | 0% | 0% |
Operational ratios | | | |
Stock turnover – days | 38 | 40 | 42 |
Receivables turnover – days | 31 | 30 | 35 |
Tangible assets turnover | 0.89 | 1.00 | 1.18 |
Total assets turnover * | 0.52 | 0.52 | 0.59 |
Profitability ratios | | | |
Net profit margin | 10% | 14% | 12% |
Operating Result margin | 9% | 16% | 22% |
Operating Result before depreciation margin | 22% | 29% | 32% |
Return on fixed assets (ROFA) | 8% | 16% | 27% |
Return on equity (ROE) | 8% | 11% | 10% |
| | | |
Sales revenues of RON 30,735 mn in 2025 increased by 4% compared to 2024. The Refining and Marketing segment’s contribution was RON 18,446 mn representing approximately 60% of total sales ((9) pp lower than in 2024), followed by Gas and Power segment which accounted for 40% of total sales to third parties in 2025, with a contribution of RON 12,161 mn (2024: RON 9,010 mn). Exploration and Production accounted for only 0.2% of total sales revenues, as OMV Petrom is an integrated energy company and sales in Exploration and Production are largely intra-group sales rather than third party sales. Please see section 1.1.4 for a detailed breakdown of sales revenues and explanation of variations.
Operating result for 2025 decreased to RON 2,672 mn, compared to RON 4,724 mn in 2024, being influenced mainly by the following most significant evolutions:
The Company's net financial result was a gain of RON 740 mn in 2025, significantly higher compared to RON 55 mn in 2024, mainly due interest income in relation to a positive outcome from litigation.
Net income decreased to RON 3,068 mn in 2025 compared to RON 4,144 mn in 2024.
As a result of its business activities, OMV Petrom S.A. contributed RON 15,122 mn to the Romanian State budget (2024: RON 15,410 mn). Out of this amount, direct taxes represented RON 2,787 mn (2024: 4,024 mn) and indirect taxes RON 11,588 mn (2024: RON 10,540 mn). At OMV Petrom Group level (OMV Petrom S.A. and its Romanian Subsidiaries), contributions to the Romanian State were in amount of RON 15,868 mn (2024: RON 15,933 mn).OMV Petrom S.A. contribution to the State budget via direct taxes was mainly represented by the profit tax paid that amounted to RON 691 mn (2024: RON 765 mn), royalties that amounted to RON 747 mn (2023: RON 773 mn), tax on additional revenue from sales of onshore natural gas and on exploitation of mineral resources other than natural gas that amounted to RON 640 mn (2024: RON 599 mn), contributions to the Energy Transition Fund that amounted to RON 169 mn (2024: RON 203 mn), specific tax on turnover for the oil and gas sector of RON 124 mn (2024: RON 132 mn), new construction tax introduced in 2025 of RON 68 mn, tax on additional revenues from sales of offshore natural gas of RON 29 mn (2024: RON 21 mn), employer social contributions that amounted to RON 71 mn (2024: RON 64 mn) and the contribution in amount of RON 12 mn (2024: RON 11 mn) due to the Romanian Energy Regulatory Authority (“ANRE”) for energy and gas licenses.
OMV Petrom S.A. contribution to the State budget via indirect taxes was mainly represented by excise (including custom excise) in amount of RON 8,400 mn (2024: RON 7,392 mn), VAT (including custom VAT) in the amount of RON 2,437 mn (2024: RON 2,476 mn) and also employees’ related taxes amounting to RON 740 mn (2024: RON 653 mn).
Total assets amounted to RON 58,924 mn as of December 31, 2025, RON 2,626 mn higher compared to 2024, driven by higher non-current assets, partially offset by lower current assets.
Non-current assets increased by 12% to RON 42,814 mn, compared to the end of 2024 (RON 38,087 mn), mainly due to increase in property, plant and equipment, as additions during the period and the increase in decommissioning asset following reassessment exceeded the depreciation and net impairments. This increase was partly offset by a net decrease in other financial assets following the impairment related to abandonment obligations, the reclassification of short-term balances to current assets and the increase from their reassessments during the year.
The ratio of intangible assets and property, plant and equipment to total assets amounted to 59% (2024: 53%).
Total current assets decreased by 12% to RON 16,110 mn compared to RON 18,212 mn at the end of 2024, mostly triggered by lower cash and cash equivalents and lower other assets, largely related to advance payments for fixed assets, partially compensated by the increase in other financial assets related to their reclasification to short term, to higher receivables in relation to the joint operation for the Neptun Deep project, and to higher financial assets in relation with derivatives.
Total equity decreased to RON 36,669 mn as of December 31, 2025 compared to RON 37,621 mn as of December 31, 2024, mainly as a result of the distribution of base dividends for the financial year 2024 and of the special dividends approved on October 23, 2025 in a total amount of RON 4,013 mn, partly offset by the net profit generated in 2025. The equity ratio was 62% as of December 31, 2025, lower than the level of 67% as of December 31, 2024.
Total liabilities increased by RON 3,578 mn to 22,255 mn as of December 31, 2025, following the increase in both non-current and current liabilities.
The non-current liabilities increased by RON 1,842 mn. mainly due to the reassessment of provisions for decommissioning and restoration obligations, largely following higher estimated costs and lower net discount rates. Provisions for decommissioning and restoration amounted to RON 10,376 mn as of December 31, 2025, both short and long term (December 31, 2024: RON 8,584 mn). Revisions in estimates for decommissioning and restoration provisions arise from the yearly reassessment of the unit cost, number of wells and other applicable items, revision of the estimated net discount rates, as well as the expected timing of the decommissioning and restoration.
The increase in current liabilities was driven mainly by the higher trade payables, mainly due to higher supplier balances following acquisitions, and higher lease liabilities, largely related to Neptun Deep project, recognized in accordance with IFRS 16 “Leases”.
The annual stock count of assets, liabilities and equity was performed according to Romanian legislation (Order no. 2861/2009) and the results were recorded in the financial statements as at December 31, 2025.
Cash flow
Cash outflows in 2025 related mainly to payments for dividends, acquisition of tangible and intangible assets which exceeded the cash inflows generated from operating activities and net cash inflow from investments in short term securities.
At the Annual General Meeting of Shareholders held on April 24, 2025, the shareholders of OMV Petrom S.A. approved the distribution of base dividends for the financial year 2024 for the gross amount of RON 2,767 mn (gross base dividend per share of RON 0.0444).
At the Ordinary General Meeting of Shareholders (OGMS) held on October 23, 2025, the shareholders of OMV Petrom S.A. approved the distribution of special dividends for the gross amount of RON 1,246 mn (gross special dividend per share of RON 0.0200). Total dividends paid in 2025 amounted to RON 3,925 mn.
Changes in consolidated OMV Petrom Group
Compared with the consolidated financial statements as of December 31, 2024, consolidated Group changed as follows:
On January 31, 2025, OMV Petrom S.A. closed the transaction for acquisition of 100% shares in OMV Gas Marketing & Trading Hungaria Kft. from OMV Gas Marketing & Trading GmbH. The company acquired is a gas marketing entity in Hungary, that is focused on business to business sales, mainly to industrial consumers. The company has been fully consolidated in the Group financial statements.
On September 29, 2025, OMV Petrom S.A. finalized the acquisition from Enery Element Gmbh of 50% shares in Dunav Solar Plant EOOD, an entity in Bulgaria engaged in developing a photovoltaic project with an estimated capacity of 400 MW. The company has been consolidated in the Group financial statements using the equity method starting with Q3/25.
Starting with Q4/25, the subsidiary OMV Petrom Georgia LLC and the equity-accounted investment in OMV Petrom Biofuels S.R.L. have been deconsolidated, due to their relative insignificance.
The detailed structure of the consolidated companies in OMV Petrom Group at December 31, 2025 is presented in the section 7 of the current report.
More details related to the annual consolidated financial statements of the OMV Petrom Group that are public may be obtained from the company website at www.omvpetrom.com.
Report on payments to governments
In accordance with Chapter 8 of the Annex 1 of Minister of Public Finance Order no. 2844/2016 for approval of Accounting Regulations according to International Financial Reporting Standards, with all subsequent additions and modifications, transposing Chapter 10 of the Accounting Directive (2013/34/EU) of the European Parliament and of the Council, the management prepared a report on payments to governments for the year 2025. This report will be published together with the financial statements of OMV Petrom S.A. for the year ended December 31, 2025.
Sustainability Statement
For the 2025 reporting year, the sustainability related information is presented in the Sustainability Statement, part of the Directors’ Report and included in OMV Petrom Group’s Annual Report. It has been prepared in accordance with Chapter 7¹ of Annex I to the Order of the Ministry of Public Finance No. 2844/2016 for the approval of national accounting regulations in accordance with the International Financial Reporting Standards (IFRS) and amended by Ministry of Finance Order No. 85/2024, transposing the European Sustainability Reporting Standards (ESRS) introduced by the Corporate Sustainability Reporting Directive (CSRD) into the Romanian legislation. In 2025, OMV Petrom enters its second year of reporting in line with these CSRD and ESRS requirements, also taking into account Delegated Regulation (EU) 2025/1416 (“Quick fix”). Furthermore, disclosures required under Article 8 of the EU Taxonomy Regulation (EU) 2020/852 are included in the Sustainability Statement in accordance with the Delegated Regulation amending the Taxonomy disclosure rules, adopted by the European Commission on 4th of July, 2025.
6. Corporate governance statement
Prov. No. | Provision (detailed) | Yes | Partial | No | Explanation |
Section A: GOVERNING BODIES |
Principle A.1. The Board should ensure the Company’s long-term success and sustainability for the best interest of the Company and its shareholders and taking into account the interests of other stakeholders. The Board should clearly define and disclose the full scope of its roles and responsibilities. |
A.1., 1 | The Board should have an internal regulation that formalises and clearly states its roles and responsibilities. The articles of association, Board’s internal regulation and other internal regulations should clearly delineate the roles and competencies among the Board, general meeting of shareholders (GMS) and executive management. | √ | | | Internal Rules for the Supervisory Board (link) Articles of Association (link) |
A.1., 2 | Board’s internal regulation should include, among others, the Board’s responsibilities as well as fiduciary duties of directors to act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Company, its shareholders and taking into account the interests of other stakeholders in line with legal requirements. | √ | | | Internal Rules for the Supervisory Board (link) Articles of Association (link) |
A.1., 3 | To sustain the Company’s long-term viability and success, the Board should: | √ | | | Internal Rules for the Supervisory Board (link) |
A.1., 4 | Duration of appointment of Board and executive management should be set clearly and should, to the extent possible, foster stability and predictability. | √ | | | Articles of Association (link) |
Principle A.2. The Board should have an appropriate balance of skills, experience, gender diversity, knowledge and independence to enable it to effectively perform its duties and responsibilities. |
A.2., 1 | The Board should have at least five members. | √ | | | Articles of Association (link) |
A.2., 2 | The Board should have in place a policy on Board and executive management diversity and should ensure that diversity requirements in terms of gender, age, experiences and skills are incorporated in the Nomination Policy. | √ | | | Supervisory Board Profile and Nomination Policy (link) Executive Board Profile and Nomination Policy (link) |
A.2., 3 | The Board should develop a Board profile which specifies the desired characteristics and traits of its members including factors such as independence, diversity, integrity, specific skills and experience, industry knowledge, ability and willingness to devote adequate time and effort to Board responsibilities in the context of the needs of the Board and its committees and their exercise of the Board’s strategic and oversight roles. The Board profile can be part of the Nomination Policy. | √ | | | Supervisory Board Profile and Nomination Policy (link) |
A.2., 4 | The majority of the members of the Board should be non-executives. At least a third of the Board members should be independent. Each independent member of the Board should submit a declaration regarding his/her independence at the time of his/her nomination for election or re-election as well as when any change in his/her status arises, as per the criteria of independence defined in law and in Appendix A to the Code. | √ | | | At the date of this report, four out of nine members of the Supervisory Board are independent (link) Information on the independence of the Supervisory Board members (including the methodology used for the evaluation of independence) is captured also in the Report of the Supervisory Board, part of this Annual Report. |
A.2., 5 | The Nomination and Remuneration Committee (or the entire Board if there is no Nomination and Remuneration Committee) should assess whether the directors can be considered independent under the factors taken into account, by examining whether there are any business or other personal relationships that could materially affect the independence and objectivity of the director and his/her ability to act in the best interests of the Company, its shareholders and stakeholders. | √ | | | Supervisory Board (link). Information on the independence of the Supervisory Board members (including the methodology used for the evaluation of independence) is captured also in the Report of the Supervisory Board, part of this Annual Report. Likewise, the result of the assessment performed by Nomination and Remuneration Committee is included in the Report of the Supervisory Board, part of this Annual Report. |
A.2., 6 | The positions of Chairperson and Chief Executive Officer (CEO) are recommended to be held by different individuals. | √ | | | n/a |
A.2., 7 | If the Chairperson and CEO functions are performed by the same person, it is recommended that the Board appoints an independent Vice-Chairperson. | √ | | | n/a |
Principle A.3. The Board should ensure that a formal, rigorous and transparent procedure is put into place regarding the nomination of new members to the Board. |
A.3., 1 | The Company should develop and disclose a board nomination policy (“Nomination Policy”) that should define the processes and procedures for the nomination, election or replacement of a director. The Nomination Policy, approved by the competent governance body, shall describe how the Company receives and evaluates nominations from shareholders (including minority shareholders) or from members of the Board, including in relation to the board profile, independence and diversity. | √ | | | Supervisory Board Profile and Nomination Policy (link) |
A.3., 2 | The Board, through its Nomination and Remuneration Committee, if established, should monitor the nomination process of candidates for the position of Board member. | √ | | | Internal Rules for the Supervisory Board (link) Nomination and Remuneration Committee Terms of Reference (link) |
A.3., 3 | The Company should disclose to shareholders information on the experiences and CV of the director candidates that they require to make an informed decision on the appointment or reappointment of the directors including the following: | √ | | | CVs of the Supervisory Board members (link) As example, the list of candidates for the appointment of the Supervisory Board members by the General Meeting of Shareholders of 24 April 2025 (link) |
Principle A.4. The Board should establish committees which should assist the Board in the performance of its key responsibilities, dealing with strategic challenges and in managing sensitive issues with high potential for conflicts of interest. |
A.4., 1 | The Board shall establish an Audit Committee to enhance its oversight capability over the financial reporting, internal control framework, internal and external audit processes, and compliance with applicable laws and regulations. Where a separate risk management committee is not required by law or already established, the Audit Committee will also include oversight responsibilities for the efficiency of the risk management framework. | √ | | | Audit Committee Terms of Reference (link) |
A.4., 2 | The Audit Committee is recommended to be composed of non-executive directors. The majority of the Committee members is recommended to be independent, including the Committee chairperson. The Audit Committee, as a whole, should have competencies relevant to the Company’s area of operations. The Committee and its members should comply with the applicable national and European legislation. | √ | | | At the date of this report, the majority of the Audit Committee members (four out of six), including the President, are independent (link). Audit Committee Terms of Reference (link) |
A.4., 3 | The Boards of Premium Tier companies should set up a Nomination and Remuneration Committee formed of non-executive directors. The majority of the Committee members is recommended to be independent, including the Committee chairperson. The Board may also establish a separate Nomination Committee and a separate Remuneration Committee if the Board composition accommodates it and if this is justified given the Company’s size and complexity of its business and governance structures. | | √ | | The Supervisory Board has established a Nomination and Remuneration Committee, composed from amongst Supervisory Board members, who are all non-executives. The current composition of the Nomination and Remuneration Committee, as approved by the Supervisory Board, includes only 1 (one) independent member (link), reflecting overall the particular shareholding structure of the Company (i.e. one majority shareholder and one large minority shareholder). This allows the Committee to benefit of industry insights from the majority shareholder and also of local perspective of its largest minority shareholder (the Romanian state). In addition, the composition of the Nomination and Remuneration Committee reflects the full consolidation of the Company by its majority shareholder, while in the same time allowing existing synergies between the two companies, without however impacting the duty of care and duty of loyalty of the Committee members towards the Company, stemming from their capacity as members of the Supervisory Board. |
A.4., 4 | In addition to its specific responsibilities as provided under this Code, the Nomination and Remuneration Committee should: i.Review and recommend to the Board the size and composition of the Board and lead the development and ongoing review of the Board profile; ii.Identify individuals qualified to become Board members and members of the executive management, if requested; evaluate the candidates for executive management roles; evaluate the candidates proposed by the shareholders or by Board members for a director role and inform the GMS accordingly; iii.Make recommendations to the Board concerning committee appointments (other than the Nomination and Remuneration Committee); iv.Coordinate an annual evaluation of the Board, directors and committees in line with provisions set out in Principle A.5.; v.Assist the Board in fulfilling its responsibilities related to the Company’s remuneration policy; vi.Assist the Board in the development of the succession plans for executive management, as well as the emergency succession plans and CEO search process, as required; vii.Oversee the administration of the Company’s compensation and benefits plans. | √ | | | Terms of Reference of the Nomination and Remuneration Committee (link) |
A.4., 5 | The role and responsibilities of Board committees should be defined in separate internal regulation (operating regulations) and disclosed on the Company’s website. If the Company chooses not to establish any of the Board committees not required by law, the corresponding tasks and responsibilities shall be done by the Board and should be adequately stated in the Board’s internal regulation. | √ | | | Audit Committee Terms of Reference (link) Nomination and Remuneration Committee Terms of Reference (link) |
A.4., 6 | The evaluation of independence for the members of the committees, including when the members of the committees are appointed by the GMS, shall be carried out according to the same procedure applicable to the independent members of the Board. | √ | | | Nomination and Remuneration Committee Terms of Reference (link) |
A.4., 7 | The chairpersons of the Audit Committee and Nomination and Remuneration Committee should not be the Chairperson of the Board or of any other committee, unless this is justified by the size of the Board. | √ | | | Supervisory Board (link) Audit Committee and Nomination and Remuneration Committee (link) |
Principle A.5. The Board should set up robust Board operating procedures as well as Board evaluation and continuous development mechanisms to improve directors’ skills and their ability to effectively deliver their responsibilities. |
A.5., 1 | The Board Chairperson is primarily responsible for ensuring that the Board functions properly. The Board’s internal regulation should contain the role and responsibilities of the Board Chairperson and the Board Chairperson, at a minimum, should: | √ | | | Internal Rules for the Supervisory Board (link) |
A.5., 2 | The Board should meet as often as necessary but not less than six (6) times a year. | √ | | | Please see the Report of the Supervisory Board, part of this Annual Report. In 2025 the Supervisory Board met 10 times and on one other occasion took decisions via circular resolution, without a meeting. |
A.5., 3 | The Board can request to designate the Corporate Secretary who should assist the Board in complying with its obligations under law, Board internal regulation and other policies. The Corporate Secretary should be a senior officer in the Company tasked with assisting the Board and its committees in organising their activities, in preparing for the meetings, annual Board and committee performance evaluation and director training programs, if the case. | √ | | | The roles and responsibilities of the Supervisory Board Secretary are detailed in the Internal Rules for the Supervisory Board (link). |
A.5., 4 | The Board should clearly define the rights and responsibilities, scope of authority and other issues related to the Corporate Secretary. | √ | | | The roles and responsibilities of the Supervisory Board Secretary are detailed in the Internal Rules for the Supervisory Board (link). |
A.5., 5 | The Board and its committees should develop and approve an annual internal work plan identifying topics to address during the year before the end of the previous year. The plan should take into account decisions that need to be proposed to the GMS, reporting by management and internal control functions, the required frequency of Board and Committee meetings, and should be reviewed by the Chairperson, assisted by the Corporate Secretary. | √ | | | Internal Rules for the Supervisory Board (link) Audit Committee Terms of Reference (link) Nomination and Remuneration Committee Terms of Reference (link) |
A.5., 6 | The Board should conduct an annual evaluation of the composition, activity and dynamics of the Board and its committees, individually and as a whole, and which should be coordinated by the Nomination and the Remuneration Committee. | √ | | | Nomination and Remuneration Committee Terms of Reference (link) The results of such evaluation are included in the Report of the Supervisory Board, part of this Annual Report, and published on the website (link). |
A.5., 7 | The Nomination and Remuneration Committee should share the results of the Board evaluation with the whole Board and should then set follow up actions, if any, including professional development and training plans for the Board to fill gaps. | √ | | | Nomination and Remuneration Committee Terms of Reference (link) The results of such evaluation are included in the Report of the Supervisory Board, part of this Annual Report, and published on the website (link). |
A.5., 8 | The Board’s internal regulation should require Company orientation (induction) programmes for newly appointed directors, ensured by internal staff of the Company. The Board’s internal regulation can also include references for ongoing director education program, if needed. The implementation of any orientation and ongoing trainings programmes for directors (as per the Board decision) is made under the oversight of the Nomination and Remuneration Committee, with the support of the Corporate Secretary. Based on the results of the annual board evaluation, the Nomination and Remuneration Committee jointly with the Board Chairperson shall develop professional development programmes focusing on the areas where capacity should be built among Board members. | √ | | | Internal Rules for the Supervisory Board (link) Nomination and Remuneration Committee Terms of References (link). |
Principle A.6. Executive management is responsible for day-to-day management of the Company. The Board should ensure that the executive management is capable of effectively running the Company and that its composition, competence, roles and management incentives support the successful implementation of Company’s strategy and plans. |
A.6., 1 | Executive management should run the Company and be accountable to the Board. Division of responsibilities between the Board and the executive management and between different members of the executive management should be clearly articulated in the Company’s by-laws and the internal regulations of the Company. | √ | | | Articles of Association (link) |
A.6., 2 | When Board Chairperson and CEO roles are exercised by one individual, the different responsibilities of the Board Chairperson and CEO should be clearly defined and distinguished in the Company by-laws. | √ | | | n/a |
A.6., 3 | The Board should ensure that the executive management is comprised of persons with adequate knowledge, skills, diversity and experience to support successful Company performance and that there are measures in place to provide for the orderly succession of executive management. | √ | | | Executive Board Profile and Nomination Policy (link) |
A.6., 4 | The Board, with the support of the Nomination and Remuneration Committee, should annually evaluate executive management’s performance, the effectiveness of its cooperation with the Board, including the information provided to the Board. | √ | | | Internal Rules for the Supervisory Board (link) Nomination and Remuneration Committee Terms of References (link). |
Section B: RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK |
Principle B.1. The Company should have an adequate and effective internal control framework and an enterprise risk management framework, taking into account its strategy, size, complexity of operations and risk profile including potential environmental and social impact of its activities. |
B.1., 1 | The Board determines the nature and extent of the risks the Company is willing to take necessary for the achievement of Company’s strategic objectives (i.e., the Company’s risk appetite) and should ensure there are clear structures, policies and procedures in place that identify, evaluate, report, manage and monitor significant and emerging risks, including risks related to sustainability, cybersecurity and the use of digital technologies. The Board should explain in the annual report the mechanisms and processes in place to identify and manage risks. | √ | | | Please see the Report of the Supervisory Board, as well as the risk management section in the Directors’ Report, both part of this Annual Report and the Risk management section on the Company’s website (link) |
B.1., 2 | The Board should adopt a formal risk management policy, to ensure accurate, complete and timely identification, measurement and reporting of risks, adequate and feasible risk control measures as well as integration of an E&S risks into the risk management framework in support of the Company’s strategy implementation. | √ | | | Please see the Report of the Supervisory Board, part of this Annual Report and the Risk management section on the Company’s website (link) |
B.1., 3 | The Board and Audit Committee should understand emerging information technology and artificial intelligence-related changes so to mitigate cybersecurity risks. Time should be given to the AI risks and opportunities and cybersecurity on Board agenda to ensure understanding of cyber protection. | √ | | | Please see the Report of the Supervisory Board, as well as the risk management section in the Directors’ Report, both part of this Annual Report and the Risk management section on the Company’s website (link) |
B.1., 4 | The Company is recommended to establish a risk management function responsible for ensuring accurate, complete and timely identification of the risks, ensuring that adequate and feasible risk control measures are in place and monitoring the risk management procedures. The risk management function, through the Chief Risk Officer (CRO), where present, should have a direct communication and functional reporting to the Board and Audit Committee (if there is no separate Risk Committee). | √ | | | Internal Rules for the Supervisory Board (link) Audit Committee Terms of Reference (link) |
B.1., 5 | The Board with the assistance from the Audit Committee should at least annually assess the adequacy and effectiveness of Company’s risk management and internal control framework (including operational and compliance controls) and make relevant recommendations. The assessment should consider the effectiveness and scope of the internal audit function, the adequacy of risk management and compliance, internal control reports, if they are required by applicable legislation, to the Audit Committee, management’s responsiveness and effectiveness in dealing with identified internal control failings or weaknesses and submission of relevant reports to the Board. | √ | | | Please see the Report of the Supervisory Board, part of this Annual Report. |
B.1., 6 | The Company should develop and make available on a free of charge basis on the Company’s website a whistle-blowing mechanism which would enable employees and stakeholders to make reports about suspected breaches or wrongdoings as per the applicable legislation in place. | √ | | | Integrity Platform (link) |
Principle B.2. The Audit Committee should assist the Board with ensuring the integrity of financial and non-financial reporting, establishing an effective risk management and internal control framework and maintaining an appropriate relationship with the Company’s external auditors. |
B.2., 1 | In addition to its responsibilities mentioned in legislation and elsewhere in the Code, the Audit Committee should: | √ | | | Audit Committee Terms of Reference (link) |
B.2., 2 | Whenever the Code mentions reviews or analysis to be exercised by the Audit Committee, these should be followed by regular (at least annual) or ad-hoc reports to the Board. | √ | | | Audit Committee Terms of Reference (link) Nomination and Remuneration Committee Terms of References (link). |
B.2., 3 | The Audit Committee should monitor the independence and objectivity of the external auditor. The Committee should approve a policy on the provision of permitted non-audit services by the external auditor in line with legal requirements and enforce implementation of that policy. Committee’s findings regarding the independence of the external auditor should be disclosed in the annual report. | √ | | | Audit Committee Terms of Reference (link) The Report of the Supervisory Board, part of this Annual Report. |
B.2., 4 | The Audit Committee should discuss the annual audit work plan with the external auditor covering the scope and materiality of the activities to be audited. The audit committee should meet the external auditor as needed to discuss issues identified and to monitor the quality of the services provided. | √ | | | Please see the Report of the Supervisory Board, part of this Annual Report. |
Principle B.3. The Board should ensure the independence of the internal audit function. Company’s internal audit function should provide independent and objective assurance on the effectiveness of risk management framework and internal control framework. |
B.3., 1 | The Board should ensure that the internal audit has the authority, resources and procedures adequate to assist the Board in ensuring effectiveness and efficiency of the Company’s risk management and internal control framework. | √ | | | Internal Rules for the Supervisory Board (link) |
B.3., 2 | To ensure fulfillment of the core functions of the internal audit function, the head of the function should be appointed by and report functionally directly to the Board via the Audit Committee, who shall be tasked with approving his/her appointment and dismissal. This is without prejudice to administrative reporting to the CEO and sharing information with the Company’s executive management, in line with legal requirements and professional standards. | √ | | | Internal Rules for the Supervisory Board (link) Audit Committee Terms of Reference (link) |
B.3., 3 | The internal audit function should be established in line with applicable legal requirements and industry standards (e.g., Institute of Internal Auditors). The internal audit authority, composition, remuneration, annual budget, working procedures and other relevant matters shall be regulated in separate internal audit’s internal regulation approved by the Board, following the recommendation of the Audit Committee. | √ | | | Internal Rules for the Supervisory Board (link) Audit Committee Terms of Reference (link) |
B.3., 4 | The Audit Committee should agree an annual internal audit work plan with the internal auditor, receive internal audit reports, updates on key audit issues, monitor implementation of recommendations of the internal audit and provide necessary guidance. | √ | | | Please see the Report of the Supervisory Board, part of this Annual Report. |
Section C: PERFORMANCE, MOTIVATION AND REWARD |
Principle C.1. Members of the Board shall receive remuneration corresponding to the volume and weight of powers and their responsibilities, rather than the performance of management or the Company. The structure and amount of director’s remuneration should enable the Company to attract, retain and motivate the competent and qualified directors. |
C.1., 1 | Board members should receive remuneration, as per the Remuneration Policy of the Company. Members who also serve on Board committees should receive additional remuneration for this work. But in no circumstances should the remuneration be linked to the number of board or committee meetings. | √ | | | Remuneration Policy for the members of the Executive Board and the Supervisory Board of the Company (link) |
Principle C.2. The Board shall ensure there is a formal and transparent policy and procedure for determining the remuneration of executive management that aligns with the long-term interests of the Company and the Company’s strategy. This policy shall be presented, subject for approval, to the GMS in line with legal requirements. |
C.2., 1 | The Board should determine the annual remuneration of the executive management, based on the recommendations of the Nomination and Remuneration Committee and in accordance with the Company’s remuneration policy. The remuneration policy should be prepared in accordance with the relevant legal requirements. | √ | | | Remuneration Policy for the members of the Executive Board and the Supervisory Board of the Company (link) |
C.2., 2 | Levels of remuneration for executive management members and key performance indicators taken into account when determining variable (performance-based) part of the remuneration should be set in advance and be measurable and appropriate in relation to the agreed strategy and risk appetite, the economic environment within which the Company operates, and the pay and conditions of employees within the Company. In particular, they should include indicators related to non-financial performance and appropriate sustainability objectives. | √ | | | Remuneration Policy for the members of the Executive Board and the Supervisory Board of the Company (link) |
C.2., 3 | Company’s shares and/or share purchase options should represent a significant part (e.g., not less than 10%) of the executive management member’s total variable remuneration. | √ | | | Remuneration Policy for the members of the Executive Board and the Supervisory Board of the Company (link) |
Section D: DISCLOSURE AND INVESTOR RELATIONS |
Principle D.1. The Company should ensure adequate communications with shareholders, investors, regulators and other stakeholders and establish adequate systems for financial and sustainability reporting. |
D.1., 1 | The Company should make sure to provide accurate, complete and timely financial and operational information, including quarterly, half-yearly and annual reports, as well as current reports. Companies should ensure all relevant information is easily accessible to investors, including through the Company website and other public information sources, as the case may be. | √ | | | Investors section of the Company’s website (link). |
D.1., 2 | The Company is recommended to have an Investor Relations (IR) function and should appoint a dedicated person in charge of IR function. The contact details of the person or persons charged of the IR function shall be available on the Company’s website. The IR function will report directly to the CEO/CFO, underscoring its significance within the Company's hierarchy and emphasizing its central role in managing and communicating the Company’s capital market engagements and status. The Company should organise induction and regular training/courses, if needed, for the IR function, tailored to its specific needs and responsibilities. | √ | | | Investors section of the Company’s website (link). |
D.1., 3 | The Company should include on its corporate website a dedicated Investor Relations section, with all relevant information of interest for investors, available both in Romanian and English. | √ | | | Investor section of the Company’s website (link). |
D.1., 3 | The company should include on its Investor Relations section: | √ | | | The sub-section Corporate Documents & Policies in the Corporate Governance section (part of the Investors section of Company’s website) (link). |
D.1., 3 | The company should include on its Investor Relations section: | √ | | | The sub-section Leadership & Governing Bodies in the Corporate Governance section (part of the Investors section of Company’s website) (link). |
D.1., 3 | The company should include on its Investor Relations section: | √ | | | Sub-section News & Events under the Investors section of the Company’s website (link). Sub-section Reports & Publication under the Investors section of the Company’s website (link) |
D.1., 3 | The company should include on its Investor Relations section: | √ | | | A dedicated General Meeting of Shareholders section on Company’s website (link), within the News & Events sub-section (part of the Investors section). |
D.1., 3 | The company should include on its Investor Relations section: | √ | | | The results of such evaluation are included in the Report of the Supervisory Board, part of this Annual Report, and published on the website (link). |
D.1., 3 | The company should include on its Investor Relations section: | √ | | | The Dividends sub-section, within the Investors section of Company’s website(link). |
D.1., 3 | The company should include on its Investor Relations section: | √ | | | The sub-section Corporate Documents & Policies in the Corporate Governance section (part of the Investors section of Company’s website), includes the most relevant corporate documents of the Company (link). |
D.1., 4 | The Company should organise at least two meetings/conference calls with analysts and investors each year. The information presented on these occasions should be published in the IR section of the Company website at the time of the meetings/conference calls. | √ | | | Information of the 2025 events are included in the Results sub- section under the Reports&Publication section (part of the Investors section of the Company’s website) (link) and in the Roadshows & Conferences sub-section under the News & Event section (part of the Investors section of the Company’s website) (link) |
D.1., 5 | The Company should disclose the material and reportable non-financial and sustainability issues with emphasis on the disclosure of environmental, social and governance (ESG) issues of its business and operations in line with the recognized standard of sustainability reporting. The Company’s sustainability statements shall be disclosed on its website. | √ | | | The Company incorporates its material sustainability disclosures in the Sustainability Statement, which is integrated in this Annual Report. |
D.1., 6 | The Company should have a CSR/sponsorship policy to guide the activity in the area of supporting CSR activities and sponsorship. | √ | | | Social Investment Policy (link) |
Principle D.2. The Company should ensure fair and equitable treatment of all its shareholders, as well as availability of all needed tools and information to allow shareholders to exercise their rights in relation to the Company. |
D.2., 1 | The Company should have a dividend policy as a set of directions the Company intends to follow regarding the distribution of net profit. | √ | | | Dividend Policy (link). |
D.2., 2 | The procedure for running the GMS should not restrict the participation of shareholders in GMS and the exercise of their rights. Amendments of the procedure for running the GMS should take effect, at the earliest, as of the next GMS. | √ | | | Rules and procedures of the general meeting of shareholders (link). |
D.2., 3 | The external auditors should attend the shareholders’ meetings where their reports are presented, in order to respond to shareholders’ questions. | √ | | | Please see the Report of the Supervisory Board, part of this Annual Report. |
D.2., 4 | The Board should present to the annual GMS a summary of the assessment of the adequacy and effectiveness of the risk management and internal control framework, as per the related information included in the annual report. | √ | | | Please see the Report of the Supervisory Board, part of this Annual Report. The conclusions of such assessment are to be presented in the next GMS. |
D.2., 5 | The Company should stimulate engagement with shareholders and investors by: | √ | | | Please see the OMV Petrom on capital markets section of this Annual report and the Roadshows & Conferences sub-section under the News & Event section (part of the Investors section of the Company’s website) (link) |
D.2., 6 | Any professional, consultant, expert or financial analyst may participate in the shareholders’ meeting upon prior invitation from the Chairperson of the Board. Accredited journalists may also participate in the GMS, unless the Chairperson decides otherwise. | √ | | | Rules and procedures of the general meeting of shareholders (link). |
Section E: SUSTAINABILITY AND STAKEHOLDERS |
Principle E.1. The Company should integrate sustainability aspects in its strategy and mitigate any material negative environmental and social impacts of its operations, to the possible extent. |
E.1., 1 | The Board should ensure that sustainability, environmental and social considerations are integrated in the Company’s strategy and operations, risk management and remuneration practices and shall oversee this integration. A specialised sustainability committee or one of the standing committees of the Board shall assist the Board with these tasks. | √ | | | Sustainability, environmental and social considerations are integrated in Company’s Strategy 2030 (link) and operations, as well as in the Executive Board remuneration (link). |
E.1., 2 | The Board should ensure that Company’s operations run according to the national and international E&S standards and Company’s E&S policies are consistent with its long-term objectives. In particular, the Company shall have internal acts relating to its responsibilities for environmental and social issues and policies and procedures that enable it to identify material factors and assess the impact on the Company’s activities. | √ | | | Relevant details are included in the Sustainability Statement, part of this Annual Report and also on the Company’s website (link). |
E.1., 3 | Whenever a decision to be approved by the Board has potential material and negative E&S impact, the Board should receive from the executive management (i) an analysis on how this decision is aligned with the Company’s sustainability objectives and E&S policies or (ii) proposal of the measures to mitigate negative E&S impacts. | √ | | | Please see the Report of the Supervisory Board, part of this Annual Report. |
Principle E.2. The Company should have in place a process for identifying the stakeholders affected by Company’s operations. The Board should take into consideration stakeholders’ interests and ensure there is active communication between the Company and its stakeholders. |
E.2., 1 | The Board should ensure that there is a formal stakeholder identification process for Company’s stakeholders including investors, creditors, clients, employees and suppliers, as well as targeted approaches for engaging with its priority stakeholders. | √ | | | The Company adopted a formal Policy on Stakeholder identification & engagement framework, in line with the existing practices in the Company. Details on stakeholder engagement are included in the Sustainability Statement, part of this Annual Report. Also, the Company has in place an Investor Relations Communication Policy (link). |
Principle E.3. The Board should adopt a Code of Conduct with adequate scope including guiding principles which reflect the Company’s commitment to ethics, integrity and quality of performance. |
E.3., 1 | The Board should develop a purpose statement and a vision statement as well as articulate Company’s values, so the entire organisation understands the Company’s strategic direction. | √ | | | Elements of Company’s purpose and vision are included in the Strategy 2030 (link), while Company’s values are captured also in the Code of Conduct (link). |
E.3., 2 | The Board should adopt a Code of Conduct for Board members, executive management and Company employees, with clear provisions aimed at preventing and sanctioning fraud and bribery. The Board should not permit any waiver of any ethics requirement by any director, executive manager or employee. | √ | | | The Company has in place a Code of Conduct (link). The principles and rules for an ethical behaviour are further detailed in the Ethics & Integrity Policy and in the Code of Business Ethics (link). |
E.3., 3 | The Board should ensure that the Code of Conduct policies are integrated into Company’s practices and incorporated into the onboarding process for new hires. The Board should ensure the efficient implementation and monitoring of compliance with the Code of Conduct and periodically review it. | √ | | | The Code of Conduct (link). |
Declaration of the management
We confirm to the best of our knowledge that the separate financial statements for the year ended December 31, 2025 prepared in accordance with IFRS as requested by Minister of Finance Order no. 2844/2016 with all subsequent modifications and clarifications give a true and fair view of OMV Petrom S.A. assets, liabilities, financial position and profit or loss, as required by the applicable accounting standards, and that the Directors’ report gives a true and fair view of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties associated with the expected development of the Company.
Bucharest, March 17, 2026
The Executive Board
Christina Verchere Chief Executive Officer President of the EB | | | | Alina Popa Chief Financial Officer Member of the EB |
Cristian Hubati Member of the EB Exploration and Production | | Franck Neel Member of the EB | | Radu Căprău Member of the EB Refining and Marketing |
7. Annexes
a. List of consolidated companies in OMV Petrom Group at December 31, 2025
Exploration and Production | | Refining and Marketing | |
OMV Offshore Bulgaria GmbH (Austria) | 100.00% | OMV Petrom Marketing S.R.L. | 100.00% |
OMV Petrom E&P Bulgaria S.R.L. | 100.00% | OMV Petrom Aviation S.R.L.1 | 100.00% |
OMV Petrom Energy Solutions S.R.L. | 100.00% | Petrom Moldova S.R.L. (Moldova) | 100.00% |
| | OPM E-Charge S.R.L.2 | 100.00% |
| | OMV Bulgaria OOD (Bulgaria) | 99.90% |
| | OMV Srbija DOO (Serbia) | 99.96% |
| | | |
Gas and Power | | Corporate and Other | |
JR Solar Teleorman S.R.L. | 100.00% | Petromed Solutions S.R.L. | 100.00% |
JR Constanta S.R.L. | 100.00% | | |
JR Teleorman S.R.L. | 100.00% | | |
BridgeConstruct S.R.L. | 100.00% | | |
ATS Energy S.R.L. | 100.00% | | |
Intertrans Karla S.R.L. | 100.00% | | |
OMV Gas Marketing & Trading Hungaria Kft. (Hungary)3 | 100.00% | | |
| | | |
Gas and Power | | | |
S. Parc Fotovoltaic Isalnita S.A. | | | 50.00% |
S. Parc Fotovoltaic Rovinari Est S.A. | | | 50.00% |
S. Parc Fotovoltaic Tismana 1 S.A. | | | 50.00% |
S. Solarist Tismana 2 S.A. | | | 50.00% |
| | | |
Refining and Marketing | | Corporate and Other | |
Respira Verde S.R.L.5 | 41.86% | OMV Petrom Global Solutions S.R.L. | 25.00% |
| | | |
Gas and Power | | | |
Electrocentrale Borzesti S.R.L. | 50.00% | | |
Enerintens Solar S.R.L. | 50.00% | | |
Tenersolar Park S.R.L. | 50.00% | | |
CIL PV Plant S.R.L. | 50.00% | | |
Dunav Solar Plant OOD (Bulgaria)6 | 50.00% | | |
| | | |
b. The list of the persons affiliated to the company
Code of Company | OMV AG investments above 20%, including OMV Petrom Group entities |
OMV | OMV Aktiengesellschaft |
ABG | Autobahn - Betriebe Gesellschaft m.b.H. |
ADNOC* | Abu Dhabi Oil Refining Company |
ADNOCT* | ADNOC Global Trading LTD |
ADPINV* | Abu Dhabi Petroleum Investments LLC |
AIRRC | Aircraft Refuelling Company GmbH |
ALAIN1 | OMV East Abu Dhabi Exploration GmbH |
ARRI | Asociatia Romana Pentru Relatia Cu Investitorii |
BABSWE | Borealis AB |
BAHK | Hallbar Kemi i Stenungsund |
BANTBE | Borealis Antwerpen N.V. |
BARG | Borealis Argentina SRL |
BARRO | OMV Barrow Pty Ltd |
BASHKG | BOREALIS ASIA LIMITED |
BAYP* | Bayport Polymers LLC |
BBLUNL* | BlueAlp Holding B.V. |
BBNHUS | Borealis BoNo Holdings LLC |
BBRA | Borealis Brasil S.A. |
BCHL | Borealis Chile SpA |
BCHMAR | Borealis Chimie S.A.R.L. |
BCHZAF | BOREALIS CHEMICALS ZA (PTY) LTD |
BCIRC | Borealis Circular Solutions Holding GmbH |
BCOL | Borealis Colombia S.A.S. |
BCOMUS | Borealis Compounds Inc. |
BCZ | Borealis s.r.o. |
BDNK | Borealis Denmark ApS |
BDSBE | Borealis Digital Studio B.V. |
BDYKOR | DYM SOLUTION CO., LTD |
BEAGL | OMV Beagle Pty Ltd |
BECOAT | Ecoplast Kunststoffrecycling GmbH |
BETSWE | Etenförsörjning i Stenungsund AB |
BFR | Borealis France S.A.S. |
BFSBE | Borealis Financial Services N.V. |
BGSNOR | Borealis Group Services AS |
BHOLAT | OMV Borealis Holding GmbH |
BINDNK | Borealis Insurance A/S (captive insurance company) |
BIPBGR | Integra Plastics EAD |
BIRST* | Industrins Räddningstjänst i Stenungsund AB |
BIT | Borealis ITALIA S.p.A. |
BKALBE | Borealis Kallo N.V. |
BKBSWE | KB Munkeröd 1:72 |
BMEX | Borealis México, S.A. de C.V. |
BMTCDE | mtm compact GmbH |
| |
Code of Company | OMV AG investments above 20%, including OMV Petrom Group entities |
BMTPDE | mtm plastics GmbH |
BNOVUS | Novealis Holdings LLC |
BORAAG | Borealis AG |
BORCRO | Borealis Polyolefins d.o.o. |
BORMEH | Borealis Middle East Holding GmbH |
BORO* | Borouge Pte. Ltd. |
BORO4* | Borouge 4 LLC |
BOROLC* | Borouge PLC |
BORREC* | Recelerate GmbH |
BORROM | Borealis Polyolefins S.R.L. |
BPESK | Borealis Polyolefins s.r.o. |
BPETNL* | Petrogas International B.V. |
BPLMEX | Borealis Plasticos, S.A. de C.V. |
BPLNLD | Borealis Plastomers B.V. |
BPLTUR | Borealis Plastik ve Kimyasal Maddeler Ticaret Limited Sirketi |
BPOAT | Borealis Polyolefine GmbH |
BPOBE | Borealis Polymers N.V. |
BPOBRA | Borealis Poliolefinas da América do Sul Ltda. |
BPODE | Borealis Polymere GmbH |
BPOFIN | Borealis Polymers Oy |
BPOPL | Borealis Polska Sp. z o.o. |
BQESP | Borealis Química España S.A. |
BRENBE | Renasci N.V. |
BRHOBE | Renasci Oostende Holding N.V. |
BRIAIT | Rialti S.p.A. |
BRREBE | Renasci Oostende Recycling N.V. |
BRSCBE | Renasci Oostende SCP N.V. |
BRU | Borealis RUS LLC |
BSBHUS | Star Bridge Holdings LLC |
BSVFR | Borealis Services S.A.S. |
BSVSWE | Borealis Sverige AB |
BTFIPS | BTF Industriepark Schwechat GmbH |
BTOFIN | Borealis Technology Oy |
BUK | BOREALIS UK LTD |
BULG | OMV BULGARIA OOD |
BUS | Borealis USA Inc. |
CULT | OMV Petroleum Pty Ltd |
DIRA | Diramic Insurance Limited |
DTAL* | Deutsche Transalpine Oelleitung GmbH |
ECOGAS | OMV Gas Marketing & Trading GmbH |
ECONDE | OMV Gas Marketing & Trading Deutschland GmbH |
ECONHU | OMV Gas Marketing & Trading Hungária Kft. |
ECONI1 | OMV Gas Marketing & Trading Italia S.r.l. |
EILNZ | Energy Infrastructure Limited |
| |
Code of Company | OMV AG investments above 20%, including OMV Petrom Group entities |
ELG* | Erdöl-Lagergesellschaft m.b.H. |
EPHNZ | Energy Petroleum Holdings Limited |
EPILNZ | Energy Petroleum Investments Limited |
EPS* | EPS Ethylen-Pipeline-Süd Geschäftsführungs GmbH |
EPSKG* | EPS Ethylen-Pipeline-Süd GmbH & Co KG |
FREYKG* | Freya Bunde-Etzel GmbH & Co. KG |
GASTR | OMV Enerji Ticaret Anonim Şirketi |
GENMBH* | GENOL Gesellschaft m.b.H. |
HUB | Central European Gas Hub AG |
ISERV | OMV - International Services Ges.m.b.H. |
KILPP* | Kilpilahden Voimalaitos Oy |
MAURI1 | OMV Maurice Energy GmbH |
MOLDO | Petrom-Moldova S.R.L. |
NZEA | OMV New Zealand Limited |
OABUAE | OMV Abu Dhabi Offshore GmbH |
OADIT | Adamant Ecodev S.R.L. |
OADP | OMV Abu Dhabi Production GmbH |
OALG | OMV Algeria Energy GmbH |
OANA | AP Truck Mobility GmbH |
OATSRO | ATS Energy S.R.L. |
OAUST | OMV AUSTRALIA PTY LTD |
OBCRO | BridgeConstruct S.R.L. |
OBERM1 | OMV (Berenty) Exploration GmbH in Liqu. |
OBGI | Borouge Group International AG |
OBINA1 | OMV Bina Bawi GmbH |
OBVG | OMV Beteiligungsverwaltungs GmbH |
OCILRO* | CIL PV Plant S.R.L. |
OCONRO | JR Constanta S.R.L. |
OCTS | OMV Clearing und Treasury GmbH |
ODEEEP | Deeep Tiefengeothermie GmbH |
ODSL | OMV Downstream SLO, trgovina z nafto in naftnimi derivati, d.o.o. |
ODUNA | DUNATÀR Köolajtermék Tároló és Kereskedelmi Kft. |
ODUNBG | Dunav Solar Plant EOOD |
OEBRO* | Electrocentrale Borzesti S.R.L. |
OEISRO* | Enerintens Solar S.R.L. |
OEPA | OMV Austria Exploration & Production GmbH |
OETAL* | Transalpine Ölleitung in Österreich Gesellschaft m.b.H. |
OFFBLG | OMV Offshore Bulgaria GmbH |
OFFM1 | OMV Offshore Morondava GmbH in Liqu. |
OFS | OMV Finance Services GmbH |
OFSNOK | OMV Finance Services NOK GmbH |
OFSUSD | OMV Finance Solutions USD GmbH |
OGEO | OMV Austria Geothermal GmbH |
OGEOHR | OMV Croatia Geothermal GmbH |
| |
Code of Company | OMV AG investments above 20%, including OMV Petrom Group entities |
OGEX1 | OMV Oil and Gas Exploration GmbH |
OGI | OMV Gas Logistics Holding GmbH |
OGMTBE | OMV Gas Marketing & Trading Belgium |
OGMTF | OMV Gas Marketing Trading & Finance B.V. |
OGREEN | OMV Green Energy GmbH |
OGSA | OMV Gas Storage GmbH |
OGSG | OMV Gas Storage Germany GmbH |
OGTA | OMV GeoTherm Graz GmbH |
OGTNL | OMV GeoTherm NL B.V. |
OHUN | OMV Hungária Ásványolaj Korlátolt Felelösségü Társaság |
OILEXP | OMV Oil Exploration GmbH |
OILPRO | OMV Oil Production GmbH |
OIRAN | OMV (IRAN) onshore Exploration GmbH |
OIRON | IROKO CCS ANS |
OITKRO | Intertrans Karla S.R.L. |
OJA31 | OMV Jardan Block 3 Upstream GmbH |
OLIB | OMV OF LIBYA LIMITED |
OMANM1 | OMV (Mandabe) Exploration GmbH in Liqu. |
OMEA1 | OMV Middle East & Africa GmbH |
OMVD | OMV Deutschland GmbH |
OMVDM | OMV Deutschland Marketing & Trading GmbH & Co. KG |
OMVDO | OMV Deutschland Operations GmbH & Co. KG |
OMVDS | OMV Deutschland Services GmbH |
OMVEP | OMV Exploration & Production GmbH |
OMVINT | OMV International Oil & Gas GmbH |
OMVOIR | OMV Orient Upstream GmbH |
OMVRM | OMV Downstream GmbH |
OMVSK | OMV Slovensko s.r.o. |
ONAFR1 | OMV Offshore (Namibia) GmbH |
ONAM1 | OMV (NAMIBIA) Exploration GmbH |
ONOR | OMV (NORGE) AS |
OPBF | OMV Petrom Biofuels S.R.L. |
OPEI1 | Preussag Energie International GmbH |
OPESRO | OMV Petrom Energy Solutions S.R.L. |
OPGSOL | OMV Petrom Global Solutions S.R.L. |
OPLNZ | OMV NZ Production Limited |
OPON | POSEIDON EXL 005 ANS |
OPRAM | Renovatio Asset Management |
OPROCZ | PRO EMV, s.r.o. |
OPROT | OMV Proterra GmbH |
OREVRO* | Respira Verde S.R.L. |
ORFFBE | OMV Renewable Fuels & Feedstock B.V. |
ORFFUS | OMV Renewable Fuels & Feedstock US Inc. |
ORMMEA | OMV Refining & Marketing Middle East & Asia GmbH |
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Code of Company | OMV AG investments above 20%, including OMV Petrom Group entities |
ORNTIR | OMV Orient Hydrocarbon GmbH in Liqu. |
OSERB | OMV SRBIJA d.o.o. |
OSGEOA | OMV Austria South Geothermal GmbH |
OSOLRO | JR Solar Teleorman S.R.L. |
OSTIT | OMV Supply & Trading Italia S.r.l. |
OSTSI1 | OMV Supply & Trading Singapore PTE LTD. |
OTCH | OMV Česká republika, s.r.o. |
OTELRO | JR TELEORMAN S.R.L. |
OTESRO* | Tenersolar Park S.R.L. |
OTNPRO | OMV (Tunesien) Production GmbH |
OTNSI1 | OMV (TUNESIEN) Sidi Mansour GmbH |
OTRAD | OMV Supply & Trading Limited |
OUPI | OMV Upstream International GmbH |
OWALL | Circular Feedstock Walldürn GmbH |
OYEM1 | OMV Block 70 Upstream GmbH |
OYEM3 | OMV Myrre Block 86 Upstream GmbH |
PARCIS | S. PARC FOTOVOLTAIC ISALNITA S.A. |
PARCO* | Pak-Arab Refinery Limited |
PARCRO | S. PARC FOTOVOLTAIC ROVINARI EST S.A. |
PARCTI | S. PARC FOTOVOLTAIC TISMANA 1 S.A. |
PCGAS* | EEX CEGH Gas Exchange Services GmbH |
PEARL* | Pearl Petroleum Company Limited |
PEIV1 | PEI Venezuela Gesellschaft mit beschränkter Haftung |
PEPL1 | PETROM EXPLORATION & PRODUCTION LIMITED |
PETAV | OMV PETROM Aviation S.R.L. |
PETEX1 | OMV Petroleum Exploration GmbH |
PETGAS | OMV PETROM E&P BULGARIA S.R.L. |
PETGEO | OMV PETROM GEORGIA LLC |
PETMED | PETROMED SOLUTIONS S.R.L. |
PETPO* | PetroPort Holding AB |
POGI | OMV Gaz Iletim A.S. |
ROMAN | OMV PETROM MARKETING S.R.L. |
ROU | Routex B.V. |
SFGA* | Salzburg Fuelling GmbH |
SIOT* | Società Italiana per l'Oleodotto Transalpino S.p.A. |
SNGPR1 | OJSC Severneftegazprom |
SNO | OMV Solutions GmbH |
SOLTIS | S. SOLARIST TISMANA 2 S.A. |
SSHOP* | SuperShop Marketing Korlátolt Felelősségű Társaság |
TGN | TGN Tankdienst-Gesellschaft Nürnberg GbR |
YEALM1 | OMV (YEMEN) Al Mabar Exploration GmbH |
YEM2 | OMV (Yemen Block S 2) Exploration GmbH |
YEMSAN | OMV (YEMEN) South Sanau Exploration GmbH |
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*The subsidiaries of these joint ventures and associates (if the case) are also affiliates.
c. Definitions
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Risk ratios Gearing ratio = Net debt/ Equity in % Net debt = Interest - bearing debts + Lease liabilities - Cash and cash equivalents Indebtedness ratio = Interest - bearing debts (long term) / Equity in % Equity ratio = Equity / (Total Assets) in % |
Operational ratios Stock turnover – days = Average inventories/ (Purchases (net of inventory variation) + Production and operating expenses + Production and similar taxes + Depreciation, amortization and impairment charges) in days Receivables turnover – days = Average trade receivables/ Sales revenues in days Tangible assets turnover = Sales revenues/ Property, plant and equipment Total assets turnover = Sales revenues/ Total assets |
Profitability ratios Net profit margin = Net income for the year/ Sales revenues in % Operating Result margin = Operating Result / Sales revenues in % Operating Result before depreciation margin = Operating Result before depreciation/Sales revenues in % Operating Result before depreciation = Operating Result + Depreciation and amortization + Net impairment losses/ (gains) Return on fixed assets (ROFA) = Operating Result / Average fixed assets in % Return on equity (ROE) = Net income for the year/ Average equity in % |
i The base for the emission reduction targets are the Group’s emissions in 2019.