Ernst & Young Assurance Services SRL

Tel: +40 21 402 4000

Bucharest Tower Center Building, 21st Floor

Fax: +40 21 310 7193

15-17 Ion Mihalache Blvd., District 1

office@ro.ey.com

011171 Bucharest, Romania

ey.com

To: Management of Rompetrol Well Services SA

Report on the factual findings

We have performed the procedures agreed with the management of Rompetrol Well Services SA (the ''Company'') and set out below with respect to the issuance of the additional report in accordance with Art.259 (1) b) of Law 297/2004 and Art. 144 (C), para. (3) and (4) of Regulation no. 5/2018 in relation to the following information prepared by the management of Rompetrol Well Services SA and presented as Appendixes to this factual finding report.

Our engagement was undertaken in accordance with the International Standard on Related Services 4400 applicable to agreed-upon procedures engagements.

The engagement letter related to the scope of our work, dated 10 August 2021, specify the procedure that Ernst & Young Assurance Services SRL (' EY'), as a result of a request ('letter') received from Minority Shareholders dated 31 May 2021 and received by EY on 4 June 2021 for the preparation of an additional report concerning the issuer Rompetrol Well Services SA, had agreed with the management of the Company to perform and is able to perform in regards to the aspects raised by the minority shareholders.

The scope and the level of details of the procedures performed have been agreed with the Company and, are the responsibility of the management of the Company. We mention that the procedures performed are limited to the financial information provided by the Company (preliminary version received on 9 August 2021 and final signed version obtained on 9 September 2021) and our report on the factual findings does not include any comment on, or evaluation of the factual findings.

The procedures were performed solely to assist in responding to a request of the minority shareholders.

In relation to point 1 in the letter received from the minority shareholders we agreed to perform the following procedures:

  1. Obtain the schedule prepared by the management which details each type of transaction performed by the Company with its related parties during the period 1 January 2018 - 31 December 2020, mentioning the type of transaction, period, the total value of the respective transaction on an annual basis and related amounts paid or collected (referred to as Appendix 1 in the report);
    Compare the total value of the transactions per A above performed with each related party with the amounts disclosed in the audited statutory financial statements for the years 2018, 2019 and 2020;
  2. Obtain and read all agreements in place concluded by the Company with its related parties for the period 1 January 2018 - 31 December 2020, together with subsequent amendments;
    Compare type of transaction and period as included in Appendix 1 with the agreements obtained as mentioned above for all annual transactions in excess of RON 200,000;
  3. Compare the amounts paid or collected included in Appendix 1 with the payments or collections made during each year as per payment/collection details provided by the Company and extracted from the accounting system. Obtain bank statements and compare amount collected or paid for transactions in excess of RON 50,000.

English translation only for information purposes. The translation of the report should be read with the related appendices. In all matters of interpretations of information, views or opinions, the original Romanian language version of our report takes precedence over this translation.

2

In relation to points 2 and 5 in the letter received from the minority shareholders we agreed to perform the following procedures:

  1. Obtain the schedule prepared by management which details the management services (including IT services) received by the Company from KMG Rompetrol SRL for the period 1 January 2018 - 31 December 2020 (referred to as Appendix 2 in the report);
    Compare the value of the transactions within the year as included in Appendix 2 with the respective amounts included in Appendix 1 for the years 2018, 2019 and 2020;
  2. Compare the amounts included in Appendix 2 with the total invoices as extracted from the accounting system by the Company for the years 2018, 2019 and 2020. Obtain the invoices (and related annexes, if the case) in excess of RON 30,000 and compare them with the information as extracted from the accounting system in respect of name of the supplier, date of the invoice, period of the services rendered, type of service and amount.
  3. Obtain and read the contracts in place in relation to management services received by the Company from KMG Rompetrol SRL for the period 1 January 2018 - 31 December 2020, together with subsequent amendments.
    Compare the list of services covered by management expenses as disclosed in the contracts in place obtain above with the services mentioned on the invoices and their related annexes.

In relation to point 3 in the letter received from the minority shareholders we agreed to perform the following procedures:

  1. Obtain the schedule prepared by the management which details services expenses incurred by the Company related to cash pooling contract during 2018, 2019 and 2020 as well as the contractual clauses related to cost and charges as included in the cash pooling agreement, including all subsequent amendments (referred to as Appendix 3 in the report);
    Compare the value of the services expenses incurred by the Company with KMG Rompetrol SRL in relation to the cash pooling agreement as included in Appendix 3 with the respective amounts included in Appendix 1 for the years 2018, 2019 and 2020;
    Obtain and read the cash pooling agreement, with its all subsequent amendments, signed between KMG Rompetrol SRL and the Company;
  2. Compare contractual clauses as detailed in Appendix 3 with the respective provisions from the cash pooling agreement.

In relation to point 4 in the letter received from the minority shareholders we agreed to perform the following procedures:

  1. Obtain the schedule prepared by management which details the legal services received by the Company from KMG Rompetrol Services Center for the period 1 January 2018 - 31 December 2020 (referred to as Appendix 4 in the report);
    Compare the total of the outsourced services within the year as included in Appendix 4 with the corresponding amounts included in Appendix 1 for the years 2018, 2019 and 2020.
  2. Obtain the invoices (and related annexes, if the case) in excess of RON 30,000 and compare them with the information included in detail of invoices mentioned above in respect of name of the supplier, date of the invoice, period of the services rendered, type of service and amount.

English translation only for information purposes. The translation of the report should be read with the related appendices. In all matters of interpretations of information, views or opinions, the original Romanian language version of our report takes precedence over this translation.

3

In relation to points 6 and 7 in the letter received from the minority shareholders we agreed to perform the following procedures:

  1. Obtain the schedule prepared by management which details the rental fees obtained by the Company from Oilfield Exploration Business Solutions for the period 1 January 2018 - 31 December 2020 and the related collected and uncollected amounts (referred to as Appendix 5 in the report); Compare the value of the transactions within the year as included in Appendix 5 with the respective amounts included in Appendix 1 for the years 2018, 2019 and 2020;
  2. Obtain the invoices in excess of RON 30,000 and compare them with the information included in Appendix 5 in respect of name of the client, date of the invoice, rental period, amount.
  3. Compare the amounts collected as included in Appendix 5 with the collections obtained during each year as per details provided by the Company and extracted from the accounting system. Obtain bank statements and compare amount collected and date of collection for transactions in excess of RON 50,000.

In relation to points 8 and 9 in the letter received from the minority shareholders we agreed to perform the following procedures:

  1. Obtain from management a schedule detailing the terms and conditions under which the deed of guarantee issued by KazMunayGas International NV for securing the cash availabilities of the Company from the cash pooling account may be enforced (referred to as Appendix 6 in the report); Obtain the deed of guarantee and compare the information included Appendix 6 with the relevant clauses of the deed of guarantee;
  2. Obtain the schedule prepared by the management with information extracted from the IFRS consolidated financial of KazMunayGas International NV as of 31 December 2020 (referred to as Appendix 7 in the report);
    Compare the information shown in the schedule mentioned above with the related information disclosed in the audited IFRS consolidated financial statements of KazMunayGas International NV as of 31 December 2020.

In relation to point 10 in the letter received from the minority shareholders we agreed to perform the following procedures:

  1. Obtain from management a schedule detailing the explanations and reason for the use of cash pooling facility. The schedule should also include the balance of the cash pooling facility for the years 2018, 2019 and 2020 (referred to as Appendix 8).
    Compare the balances of the cash pooling facility included in this schedule with the related disclosures included in the audited statutory financial statements for the years ended 31 December 2018, 2019 and 2020.

In relation to points 11 and 12 in the letter received from the minority shareholders we agreed to perform the following procedures:

  1. Obtain a schedule prepared by management which details the interest revenues for the years 2018, 2019 and 2020 and related collections, including the days of delay for their collection (referred to as Appendix 9);
    Compare the value of the transactions within the year as included in Appendix 9 with the respective amounts included in Appendix 1 for the years 2018, 2019 and 2020;

English translation only for information purposes. The translation of the report should be read with the related appendices. In all matters of interpretations of information, views or opinions, the original Romanian language version of our report takes precedence over this translation.

4

  1. Compare the amounts collected included in Appendix 9 with the collections obtained during each year as per collection details provided by the Company and extracted from the accounting system. Obtain bank statements and compare amount collected and date of collection for transactions in excess of RON 50,000.
    Compare the formula used to determine days of delay as included in Appendix 9 with the difference between the due date of monthly interest revenue and collection date.

In relation to points 13 - 17 in the letter received from the minority shareholders we agreed to perform the following procedures:

  1. Obtain from management a schedule with the receivables balance and related allowance recorded by the Company regarding Oilfield Exploration Business Solutions SA (referred to as Appendix 10) as of 31 December 2020. The schedule should also include the accounting policy for receivables measurement, accounting estimates and related judgements applied to assess recoverability of trade receivables.
    Compare the receivable balance and related allowance specified above with the amount disclosed in the audited statutory financial statements or in the trial balance / accounts breakdown.
    Compare the accounting policy, accounting estimates and judgements included in Appendix 10 with the relevant disclosures from the audited statutory financial statements as of 31 December 2020.
  2. Obtain from management a breakdown of the receivables balance with Oilfield Exploration Business Solutions SA as of 31 December 2020 at invoice level.
    Compare the total of the breakdown of invoices as mentioned above with the receivable balance as included in Appendix 10.
    Obtain from management the reply to the confirmation letter sent by Oilfield Exploration Business Solutions SA to the Company as part of the internal intercompany confirmation process and compare the invoices confirmed with the information included in the above mentioned breakdown in respect of name of the supplier, number, date and amount of the invoice.
  3. Obtain from management a schedule detailing the outcome of formal discussions between the Company and Oilfield Exploration Business Solutions SA regarding the recoverability of trade receivable balance (information included in Appendix 11);
    Obtain from management the official letter sent by Oilfield Exploration Business Solutions SA to the Company regarding the recoverability of trade receivable balance and reconcile its content with the information included in Appendix 11.
  4. Obtain from management a schedule detailing the terms and conditions under which the letter of comfort issued by KazMunayGas International NV for securing the Company's receivables from
    Oilfield Exploration Business Solutions SA in amount of RON 4,770,000 might be enforced (referred to as Appendix 12 in the report);
    Obtain the letter of comfort and compare the information included Appendix 12 with the relevant clauses from the letter of comfort;
  5. Obtain the schedule prepared by the management with information extracted from the IFRS consolidated financial of KazMunayGas International NV as of 31 December 2020 (referred to as Appendix 7 in the report);
    Compare the information shown in the schedule mentioned above with the related information disclosed in the audited IFRS consolidated financial statements of KazMunayGas International NV as of 31 December 2020.

English translation only for information purposes. The translation of the report should be read with the related appendices. In all matters of interpretations of information, views or opinions, the original Romanian language version of our report takes precedence over this translation.

5

In relation to point 18 in the letter received from the minority shareholders we agreed to perform the following procedures:

  1. Obtain a schedule prepared by the management with the number of days of delays for collection of receivables from its related parties for each month of 2018, 2019 and 2020 (referred to as Appendix 13 in the report);
    Compare the receivables balances at year end as included in Appendix 13 with the corresponding information form the audited statutory financial statements.
  2. Compare the formula used to determine days of delay as included in Appendix 13 with the difference between the due date of monthly interest revenue and collection date.

In relation to point 19 in the letter received from the minority shareholders we agreed to perform the following procedures:

  1. Compare the net receivable balance with Oilfield Exploration Business Solutions SA as of 31 December 2020 (i.e. gross receivables balance minus related allowance recorded by the Company - see details under point S above) as detailed in Appendix 10 with the amount included in the letter of

comfort issued KazMunayGas International NV (obtained at point V above).

  1. Compare the cash pooling balance with KMG Rompetrol SRL as of 31 December 2020 as detailed in Appendix 8 with the amount included in the deed of guarantee issued KazMunayGas International NV (obtained at point N above).

In relation to point 20 in the letter received from the minority shareholders we agreed to perform the following procedures:

  1. Obtain the transfer pricing documentation for the year 2020 and perform the following procedures for all transactions included in Appendix 1 in excess of RON 200,000 (both for revenues and expenses):
    • Identify, for each type of transaction as included in Appendix 1, if it is included and described in the transfer pricing documentation for the year 2020.
    • Identify if the transfer pricing method used for the analysis of the related party transactions as presented in the transfer pricing documentation for the year 2020 is set in accordance with the Romanian transfer pricing regulations.
    • For the above mentioned transactions, identify if there is a benchmarking analysis presented in the transfer pricing documentation for the year 2020.
    • Identify if the revenues obtained by the Company as presented in Appendix 1 are within the documented ranges i.e. does not fall below the arm's length level of remuneration according to the relevant benchmarking studies.
    • Identify, if the expenses incurred by the Company as presented in Appendix 1 are within the documented ranges i.e. does not exceed the arm's length level of remuneration according to the relevant benchmarking studies.

For the matters referred to in the points 21 and 22 from the letter, we can only refer to the audit opinion issued for the year 2018, 2019 and 2020 on the statutory financial statements prepared in accordance with Order 2844/2016 with all subsequent modifications and no agreed upon procedures were performed for this topics.

English translation only for information purposes. The translation of the report should be read with the related appendices. In all matters of interpretations of information, views or opinions, the original Romanian language version of our report takes precedence over this translation.

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Rompetrol Well Services SA published this content on 10 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 September 2021 06:21:05 UTC.