THE COMPETITION COUNCIL. Pursuant to:

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1 Decision no. 01/ concerning the economic concentration operation made by SC Petrom SA Bucureşti by taking sole and direct control over the oil services activities owned by SC Petromservice SA Bucureşti THE COMPETITION COUNCIL Pursuant to: 1. Decree no. 830 dated September, 4th 2007 for the appointment of the president of the Competition Council, published by the Official Gazette of Romania, no. 619 dated September, 7th 2007; 2. Decree no. 57 dated February, 17th 2004 for the appointment of the members of the Plenum of the Competition Council, published by the Official Gazette of Romania, Part I, no. 143 dated February, 17th 2004; 3. Decree no dated September, 6th 2006 concerning the appointment of a member of the Plenum of the Competition Council, published by the Official Gazette of Romania, Part I, no. 767 dated September, 8th 2006; 4. Decree no dated September, 6th 2006 concerning the appointment of a vicepresident of the Plenum of the Competition Council, published by the Official Gazette of Romania, Part I, no. 767 dated September, 8th 2006; 5. Competition Law no. 21/1996, as republished by the Official Gazette of Romania, Part I, no. 742 dated August, 16th 2005; 6. Regulation concerning the authorization of economic concentrations, published by the Official Gazette of Romania, Part I, no. 280 dated , as subsequently amended and supplemented; 7. Regulation for the organization, functioning and procedure of the Competiion Council, published by the Official Gazette of Romania, Part I, no. 288 dated , as subsequently amended and supplemented; 8. Instructions with respect to the calculation of the turnover in cases of anticompetition conduct, set forth by art. 5 paragraph (1) of the Competition Law no. 21/1996 and in cases of economic concentration, published by the Official Gazette of Romania, Part I, no. 440 dated ; 9. Instructions given for the application of art. 32 of the Competition Law no. 21/1996 for the calculation of the tax for the authorization of economic concentrations, published by the Official Gazette of Romania, Part I, no. 288 dated 1

2 ; 10. Notice of economic concentration submitted by SC Petrom SA Bucureşti, registered with the Competition Council no. RS-60/ ; 11. Note of the Commission in charge with mergers and antitrust policies, Whereas: 1. On September, 18th 2007, an Activity Transfer Agreement was concluded between SC Petromservice SA Bucureşti, in its capacity as seller and SC Petrom SA Bucureşti, in its capacity as buyer. 2. The transfer agreement executed between the parties mentioned above consists of: a) the transfer of the oil services activities: work-over services, maintenance services, drilling services, services for operations in connection with the oil and gas production, as well as in connection with transport services; b) transfer of the fixed assets and inventory assets (tangible or non-tangible; movable or immovable) related to the activities transferred by SC Petrom SA Bucureşti; c) automatic transfer of the staff involved in the performance of the activities which will be taken over by SC Petrom SA Bucureşti; d) transfer of certain contracts concluded by SC Petromservice SA Bucureşti in view of the performance of such activities. 3. Following the execution of this agreement, SC Petrom SA Bucureşti acquires direct, sole control over the oil services activities belonging to SC Petromservice SA Bucureşti. 4. The acquisition of sole control by SC Petrom SA Bucureşti over the oil services activities belonging to SC Petromservice SA Bucureşti represents an economic concentration operation, in conformity with the provisions of art. 10 paragraph 2 letter b) of the Competition Law no. 21/1996, as republished. The conditions concerning the value limits set forth under art. 14 of the law were fulfilled. The notice became effective as of The buyer, SC Petrom SA Bucureşti, is a company active in Romania and on the international level in the field of exploration, development, production and trading of crude oil and natural gas; the processing and trading of refined oil products; development, production and sale of different chemical products and fertilizers. 6. Considering the oil services activities which make the object of the contract, for the review of this economic concentration operation, the relevant markets were defined as follows: work-over services wells repair market (intervention, wells works over 2

3 putting into production); maintenance services market (maintenance, revisions, oil equipment repairs, repairs for various types of equipment); drilling services market; transport services market (tehnology, materials and persons), throughout the territory of Romania. 7. SC Petromservice SA Bucureşti has delivered over the last three years the most part (over 99% of the total turnover) of the work-over wells repair services (general operations, special operations) for the benefit of SC Petrom SA Bucureşti. At the same time, a limited volume of work-over services were delivered by SC Petromservice SA Bucureşti for Amromco Energy LLC România. Companies such as: Rompetrol Well Services, Halliburton România, Schlumberger România offer a limited range of repairs specialized services to complete the range of services supplied by SC Petromservice SA Bucureşti. 8. Considering the fact that the equipment and the tools owned by SC Petrom SA Bucureşti have a high level of tear and wear, the occasional repair services delivered by SC Petromservice SA Bucureşti within the maintenance services category represent a significant percent (of approximately 85% of the total) to the detriment of the planned repairs (technical revisions, current repairs and capital repairs). Due to this fact, SC Petrom SA Bucureşti has benefited from the services supplied by SC Petromservice SA, company present in every oil exploitation area in Romania. 9. Neverthless, in order to meet the needs of a high volume of services in very specialized fields, SC Petromservice SA Bucureşti has resorted to the services of certain companies of electrical maintenance services (Electroutilaj Campina, Electroservice Bacău, Electroalfa Botoşani), as well as of mechanical maintenance services (UZTEL Ploieşti, UPET Targoviste, Confind Campina, Petromec Moinesti, Petroutilaj Campina, Upetrom Ploieşti, B.A.T. Targoviste, Hidromecanica SA). 10. The geograpfical location of the assets of SC Petromservice SA Bucureşti in close vicinity of the SC Petrom SA installations, the disposal of the assets of SC Petrom SA over a very extended area, the diversified range of equipment and installations for which maintenance is ensured, lead to the situation where the occasional maintenance activities performed by SC Petromservice SA Bucureşti to SC Petrom SA is not in a real competition with any of the companies which perform this kind of activities in Romania. 11. On the drilling services market, SC Petromservice SA Bucureşti has been present in the last two years by the activity carried out for the benefit of SC Petrom SA Bucureşti which is the only beneficiary of the company in this field. On the relevant market, the current competitors of SC Petromservice SA Bucureşti are represented by the following companies: SC Dafora SA Mediaş, SC Hydraulic SA 3

4 Moinesti, SC Foserco SA Tg. Ocna, Grupul Bega, SC Foraj Sonde SA Buzău, SC Foraj Sonde Ploieşti SA, SC Foraj Sonde Videle SA, SC Foraj Sonde Tg Mureş SA, SC Aquafor International SRL Tg. Ocna. The market shares held by the main competitors on this market registered in 2007 the following estimated values: SC Petromservice SA Bucureşti [...]%, Bega Group - [...]%, SC Foserco SA Tg Ocna - [...]%, Dafora SA - [...]%, SC Hidraulic SA Moinesti - [...]%, SC Foraj Sonde SA Buzău - [...]%, SC Foraj Sonde Ploieşti SA - [...]%, SC Foraj Sonde Videle SA - [...]%, SC Foraj Sonde Tg Mureş SA - [...]%. 12. The transport activity is an ancillary activity to the other categories of oil services, the main subcategories of transport services delivered by SC Petromservice SA Bucureşti being represented by the persons and technology transport. From the needs of SC Petrom SA Bucureşti, the transport services of SC Petromservice SA Bucureşti represent a significant part, the value of such being of approximately 95% of the total. In addition to this company, in order to cover its needs, SC Petrom SA Bucureşti has resorted, to a limited extent, to the services of other transport companies, the most important among such being: Dosco Petroservice, Corex UK Ltd, Rompetrol Well Services, Badsi Impex, Grup Servicii Petroliere, SC Grup Atyc Targoviste s.a. 13. SC Petromservice SA Bucureşti, company created by the outsourcing of certain oil services activities of the former SNP Petrom SA Bucureşti, has performed, in the last two years, for the benefit of SC Petrom SA Bucureşti, most (over 95%) of the total of the delivered oil services. Geographically speaking, the working points of Petromservice are located in the oil fields owned by Petrom. The active staff of Petromservice, related to the activity of oil services, resides on an average radius of 25 km, this having positive effects over the intervention within the working points, as well as over the costs related to the delivered services. 14. At the present, SC Petrom SA Bucureşti delivers work-over services and operation services exclusively for its own use, using its own employees. SC Petrom SA Bucureşti delivers approximately 50% of the work-over services using its own resources, as well as certain maintenance and operation services, but only to a very limited extent. SC Petromservice SA Bucureşti delivers at the present for SC Petrom SA Bucureşti approximately 50% of the work-over services necessary to such and almost all the maintenance and operation services. 15. After the acquisition of the oil services activities from SC Petromservice SA Bucureşti, SC Petrom SA Bucureşti will have the capacity to deliver, by using its resources the work-over services and almost all the maintenance and operation services, and the company intends to contract such services from third parties only in exceptional situations, when such measure is justified by the excessive workload. 16. Furthermore, SC Petrom SA Bucureşti will use, internally, the drilling scaffolds which will be acquired from SC Petromservice SA Bucureşti, in addition to the 4

5 drilling services contracted from third parties, which is also true in case of the acquired transport activities. SC Petrom SA Bucureşti does not intend to deliver to third parties services such as the acquired services; all such services are to be used internally for the own needs of the company. 17. Prior to the analyzed transaction, SC Petrom SA Bucureşti was not active on the defined relevant markets (as the company delivered oil services only for its own benefit). The economic concentration operation shall lead to the vertical integration of the oil services activities (work-over, maintenance, drilling, transport) delivered by SC Petromservice SA Bucureşti in the structure of the OMV-Petrom Group in Romania. 18. Following the analysis of the effects of the notified operation, it has been established that such does not have as effect the consolidation of a dominant position which leads or might lead to the significant reduction, elimination or distorsion of competition on the Romanian market or on a part of such. Pursuant to art. 21 paragraph (2) of the Competition Law no. 21/1996, as republished, and of art. 8 paragraph 10) letter b) of the Regulation for the Organization, Functioning and Procedure of the Competition Council DECIDES Art.1 In conformity with the provisions art. 46 paragraph (1) letter b) of the Competition Law no. 21/1996, as republished, and of the Regulation concerning the authorization of economic concentrations it is hereby authorized the economic concentration made by the acquisition of sole, direct control by SC Petrom SA Bucureşti over the oil services activities owned by SC Petromservice SA Bucureşti, as it has been established that, although the operation falls under the law, there is no serious doubt concerning the compliance with a normal competition environment. Art.2 SC Petrom SA Bucureşti is compelled, in conformity with the provisions of art. 32 paragraph (2) of the Competition Law no.21/1996, as republished, to pay the tax for the authorization of the notified economic concentration. Art.3 The authorization tax, established based on the turnovers communicated by the notifying party, by the note registered with the Competition Council under no. DIE-26/ and calculated in conformity with the provisions of art. 32 paragraph (2) of the Competition Law no. 21/1996, as republished, and with the Instructions with respect to the calculation of the tax for the authorization of economic concentrations, is of [...] RON. 5

6 Art.4 Within a term of 5 days from the submission to the territorial units of the Ministry of Economy and Finance, of the Annual Financial Situations of SC Petromservice SA Bucureşti, as of , SC Petrom SA Bucureşti shall deliver to the Competition Council a Note concerning the calculation of the turnover in order to establish the final authorization tax in conformity with the balance sheet of the year 2007, in conformity with the Instructions given for the application of the provisions of art. 32 of the Competition Law no. 21/1996, as republished, with respect to the calculation of the tax for the authorization of economic concentrations. The Competition Council reserves the right to recalculate the quantum of the authorization tax in case the turnovers calculated on the basis of final data are significantly different from those indicated by the preliminary figures taken into consideration for the calculation of the tax set forth under art. 3 of this Decision. Art.5 The amount representing the authorization tax shall be transferred within maximum 30 (thirty) days from the date of communication of this decision, to the state budget, by a payment order treasury payment order which shall indicate: "the tax for the authorization of the economic concentration". A copy of the payment order shall be transmitted without delay to the Competition Council. Art.6 The decision of the Competition Council can be challenged before the Bucharest Court of Appeals, the Administrative and Fiscal Litigation Department, within 30 days from its communication. Art.7 This decision becomes applicable as of the date of its communication. Art.8 The Industry and Energy Directorate and the General Secretary Office of the Competition Council shall see to the fulfillment of this Decision. Art.9 The General Secretary Office shall send this Decision to: SC PETROM SA BUCUREŞTI Headquarters: 239, Calea Dorobanţilor, Sector 1, Bucharest By Attorney-in- Fact SCA Nestor Nestor Diculescu Kingston Petersen llinca Popovici, Lawyer Headquarters: Bucharest Business Park, 1A, Bucharest Ploieşti National Road entrance A, 4th floor, Sector 1, Bucharest Gheorghe Oprescu President 6