ROMPETROL’S TURNAROUND OF THE PETROMIDIA REFINERY A Case Study in Sour Crude Processing in the Black Sea CERA—East Meets West Istanbul, June 29, 2005

Table of contents The Rompetrol Group Profile Rompetrol History Privatization Attempts The Turnaround of Rompetrol Rafinare Structure of Romanian Oil Industry Difference between Rompetrol Rafinare and others Investigation into privatization procedures

The Rompetrol Group Profile Largest Romanian group of private companies (2004 gross revenues of $1.61 billion), representing almost 7% of state budget revenues and 3% of GDP 32% share of Romanian refined products market Domiciled in the Netherlands with worldwide operations and assets (though mostly in Romania) Owned by management Financed principally by international banks; audited to IAS standards Mostly active in refining and marketing in the Balkans One of the country’s largest exporters and taxpayers ($635 million in tax payments in 2004) Core asset is 4.8 mta. (nameplate) capacity Petromidia refinery north of Constanta Listed on BSE since April 2004; market capitalization over $500 million; 20% weight in local index

Rompetrol – History 1974 - Established as the international operator of the Romanian oil industry 1993 - Privatized by Management and Employee Buy Out (“MEBO”) and turnover subsequently reduced to below $6 million by 1998 1998 - Control purchased by Dinu Patriciu and local investor group 1998 to 2000 - Series of synergistic acquisitions; private equity investment 2001 to 2003 – Restructuring of management, technology, finances and operations of associated companies; strategic investment by OMV (25.1%) 2004 to 2006 – Becoming a large integrated regional low-cost producer of refined products; disinvestment of OMV and access to capital market

Petromidia Privatization Attempts Complexul Petrochimic Midia Navodari (the first name of Rompetrol Rafinare S A) was one of the large oil refining plants which were built after 1975 In 1991, the entity was changed into a stock company which took over all of the assets of the former unit The Romanian Government attempted three privatizations of Petromidia The first attempt was carried out in 1997 when the State Ownership Fund (SOF) had discussions with Daewoo, Glencore and Petromidia USA The second effort was made over July 1998 - January 1999 and resulted in a sale/purchase agreement for 65.323% in Petromidia’s share capital to Turkish investor Akmaya. Due to the disagreements between the Romanian authorities and Akmaya regarding the additional incentives the Government re-slated the sale of a controlling interest in Petromidia In a third effort, SOF concluded an agreement with the Rompetrol Group N.V. on 31 October 2000. Actual transfer of the stake was subsequently performed on 26 January 2001

Rompetrol Rafinare

Old Petromidia New Petromidia Unprofitable Profitable The turnaround of Rompetrol Rafinare Old Petromidia State owned Listed on RASDAQ $6mil market cap Financed by traders Sweet crude slate Low capacity utilization (<1mta) Highly indebted and with historical tax arrears Overstaffed (3600) New Petromidia Privately owned Listed on BSE with $500+ mil market cap Financed by western banks Sour crude slate High capacity utilization (>3mta) Reasonable leverage (e.g., 40%) Automation brings a smaller staff (1200) Unprofitable Profitable

The turnaround of Rompetrol Rafinare Crude Supply - considerations

The turnaround of Rompetrol Rafinare

The turnaround of Rompetrol Rafinare

The turnaround of Rompetrol Rafinare

The turnaround of Rompetrol Rafinare Evolution of MTBE % in unleaded gasoline

The turnaround of Rompetrol Rafinare

ING, ABN Amro, RZB, Citibank, BCR Financed by oil traders Structure of Romanian Oil Industry—Survival of 4 out of 5 Name of Refinery Capacity (mta) Governance Nameplate 2003 actual Owner Audits Listing Banking Petrobrazi 3.5 2.8 Petrom (OMV 51%) Ernst & Young BSE ING, ABN Amro, RZB, Citibank, BCR Arpechim 2.7 Petromidia 4.8 3.3 TRG 79% Float 21% Deloitte Touche HVB, RZB, Citibank, BCR Petrotel 3.8 Lukoil 100% KPMG NYSE Global Rafo 2.4 Balkan Petroleum 97% unknown none Financed by oil traders Total 19.10 11.20   Entire Nation 23.00 13.29

Investigations into privatization procedures Interest groups are still active in Romania and receive strong political backing PNA investigation started and ended last year—charges were rejected and sent for investigation to the General Prosecutor’s Office The General Prosecutor’s Office has launched an investigation into the privatization of Petromidia Although we suspect the initiation of the investigation was politically motivated, Rompetrol will cooperate fully with the prosecutors all through the process, which we hope will be: Professional Expeditious Apolitical Conclusions expected to vindicate the Rompetrol Group and also to disarm special interest groups

What we are doing in response To prove our innocence we have been cooperating with prosecutors and provided documents and answers that show no wrongdoing Rompetrol retained the services of a team of local and international attorneys including international law firm Salans Rompetrol shareholders brought forth to the public attention the lack of due process in conducting the investigation Local and international media and civil society have rallied in support of principles such as presumption of innocence, fair and quick due process free of political or economic interference Rompetrol shareholders are considering international legal action to defend investments made in the company Rompetrol welcomes a swift and independent investigation conducted with the observance of due process and respect for the justice process