1

The Rompetrol Group NV

2

Table of Contents

A. History

B. Corporate and Management Structure

Refining & Petrochemicals

Wholesale & Retail

Services

Exploration & Production

C. Operations

D. Summary Financials

3

Rompetrol – History

1974 – Rompetrol SA established as the international oil services company of the Romanian State

1993 – After the 1989 Romanian revolution the company is 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; share capital increased

1999 – Holding company established as The Rompetrol Group (“TRG”)

1999 – Rompetrol SA buys Vega refinery – located in Ploiesti –and doubles its revenues in the first nine months after take-over

2000 - Private equity investment by US-managed Romania & Moldova Direct Fund, L.P. into TRG

4

History – cont’d

2000 – TRG buys majority control of Petros SA – at that time Romania’s principal oilfield services operator. The company has since been renamed Rompetrol Well Services SA

2001 – TRG’s largest acquisition, Petromidia S.A., is also Romania’s largest, newest, and most sophisticated oil refinery. Rompetrol implemented a sustained modernization program turning Petromidia into a state-of-the-art facility in Eastern and Central Europe. Petromidia is renamed Rompetrol Rafinare SA

2002 – OMV of Austria buys 25.1 percent of TRG NV; RMDF exits; OMV Chairman Wolfgang Ruttenstorfer and TRG American investor Philip Stephenson join TRG board

2002-2003 – TRG opens subsidiaries in neighboring Republic of Moldova (Rompetrol Moldova) and Bulgaria (Rompetrol Bulgaria)

5

History – cont’d

2004 – TRG establishes controlled subsidiary Vector Energy AG in Switzerland for oil and products trading

2005 – OMV sells its 25.1 percent stake in TRG back to the management of Rompetrol Holding (required divestment after 2004 takeover by OMV of Petrom, privatized Romanian national oil company)

2005 - Record financial results with net profit reaching $84 million on turnover of $2.35 billion. TRG starts operations in Albania and Georgia and opens a representative office in Moscow

2005 – 2006 – TRG buy 100% equity stake in Dyneff Group, France’s largest independent petroleum products distributor with operations in France and Spain

6

Global Operations

RUSSIA

ASIA

EUROPE

MIDDLE EAST

AFRICA

USA

SOUTH

AMERICA

AUSTRALIA

CANADA

ANTARCTICA

GREENLAND

THE NETHERLANDSSWITZERLAND

AZERBAIJAN

KAZAKHSTAN

GEORGIA

MOLDOVA

BULGARIA

LIBYA

ALBANIA

RUSSIA

FRANCE

SPAIN

ROMANIA

7

European Operations

TRG HQ Rep Offices

Refining and Services Distribution and Storage

8

Rompetrol Rafinare SA (Petromidia)

9

Corporate Structure

The Rompetrol Group N.V.(The Netherlands)

97.28%

RompetrolS.A.

(Romania)

Rompetrol Well Services

SA(Romania)

Palplast S.A.(Romania)

90 %

Rompetrol Rafinare S.A.

(Romania)

70,4%60%

Rompetrol Logistics SA(Romania)

60.27%

Ecomaster SA

(Romania)

99.52%

Rominserv SA

(Romania)

99.95%

RompetrolDownstream SA

(Romania)

Astra Investitii Imobiliare SA

(Romania)

83.91%

Rom Oil SA(Romania)

CET MidiaSA

(Romania)

43.43%

Global Security Sistem

SA(Romania)

51%

RompetrolMoldova S.A.

(Moldova)

85 %

Rompetrol Petrochemicals

SRL (Romania)

99.99%

RominservicesTherm SA(Romania)

59%

9,14%

RompetrolBulgaria JSC

(Bulgaria)

72,22%

Rompetrol Industrial Parks SA(Romania)

23% 23%

23%

Romcalor Oil Services SA(Romania)

60%

100%

EurojetRomania

SA(Romania)

99.4%

Rompetrol Quality

Control SRL(Romania)

99%99,99%23%

RompetrolFinancial Group

SRL(Romania)

82,36%

27,78%

P&G Consulting(Overseas) Ltd.

(Cyprus)

50 %

15,54%

Vector EnergyS.A.

(Switzerland)

95 %

RP AlbaniaDownstream

Sh.A(Albania)

RP AlbaniaWholesale

Sh.A(Albania)

50.59%60%

2,62%

0,1%

RompetrolFrance SAS

(France)

92.5 %

DyneffGroup SA

100 %

LLC Rompetrol (Rompetrol of Russia)

100 %

Rompetrol Georgia

60%

Shaded boxes indicate major operating companies

10

The Rompetrol Group Activities

• Oil & Gas Company Operations

1. Refining & Petrochemicals

2. Wholesale & Retail

3. Upstream

• Services & Supply Companies

1. Oilfield Equipment & Services

2. Joint Services (logistics, environmental remediation, EPC/maintenance)

11

Rompetrol Refining & Petrochemicals

Rompetrol Rafinare

Vega

• Maximum rated capacity: 100,000 BOD (4.8 million mt/year)

• Has its own port – “Midia” - as well as 20 km proximity to Oil Terminal in Constanta, Romania’s largest port

• Strategic access and ability to process 100% Urals Caspian; multiple, independent crude oil suppliers

• Synergy between the refineries and integrated petrochemical plant

• The petrochemical plant (SC Rompetrol Petrochemicals) has a standard output of 200,000 mt/year of ethylene (currently in conservation) and 100,000 mt/year of propylene and related products. New LDP and HDP plants coming online in 2006 will boost production to 300,000mt/year

• Maximum rated capacity 10,000 BOD (500,000 mt/yr)

• Vega Refinery is the only Romanian producer of:

Ecological solvents (Ecological Extraction Gasoline – Rompetrol SE, Normal Hexane, White Spirit);

Rompetrol Ecological Heating Oils;Road and special Bitumen.

12

Rompetrol Wholesale

TRG owns and operates fuel depots in France, Spain, Romania, Bulgaria, and Georgia with a total storage capacity of 643,000 cubic meters and strategic locations on the Atlantic Ocean, Mediterranean Sea, Adriatic Sea and both East and West shores of the Black Sea

• Storage capacity in Eastern Europe is 196,000 cubic meters

• Storage capacity in Western Europe is 447,000 cubic meters

• Rompetrol wholesale depots supply more than 25 percent of the Romanian market, 3.5 percent of the French market and 1.5 percent of the Spanish market

13

Rompetrol Retail

Strategy

• More than 200 filling stations in the “Partener”™franchise program in Romania

• 44 filling stations in Bulgaria, Albania and Georgia

• Rompetrol network to be fully extended in Romania this year

• Continue the “Partener”™ franchise program and expand domestic network

• Introduce “Hei”™ shop and café in all Rompetrol owned domestic stations

• Romania’s first gas station network to sell only Euro standard fuels

• More than 100 company owned filling stations in Romania

• Integrate Dyneff network in France and Spain and continue regional expansion to Albania, Moldova, Bulgaria and Georgia.

• 226 filling stations (200 under franchise and 26 owned) in France and Spain

• Launch fuel credit service for individual clients

14

Rompetrol Exploration & Production

Today:

• Has rights to explore and produce 2 Romanian blocks (Zegujani and Satu Mare)

• Has carried interest in the redevelopment of 5 existing Romanian oil fields.

• Coordinates with Rompetrol Well Services SA to access and develop international opportunities

• Build alliances and partnerships with Central European and Russian oil companies

• Concentrate on opportunities to finance existing producing fields and acquire production

• Focus “close to home” in Romania, Caspian and Mideast regions.

:Strategy

15

Oilfield Equipment & Services

Rompetrol DrillingThe company works in manytraditional markets including the Middle East and CaspianSea regions and has more than 30 years of experience

Rompetrol Well ServicesProvides services such as cementing, sand control, stimulation, testing, slickline and casing running, for operations in Romania, Kazakhstan, the Middle East, and other markets

Industrial Equipment - division offersoilfield equipment and services, and thevaluable expertise of its research and designspecialists. Equipment offered has provenreliability under diverse working conditions.

Palplast – Pipes & FittingsRompetrol's HDPE manufacturingplants located in Romania and Moldova are among the best in this industry. Palplast offers a complete range of polyethylene pipes and fittings.

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Joint Services

Ecomaster - Environmental Services – strives to become Romania’s largest environmental remediation company and currently offers oil sludge and solid waste decontamination services

Rominserv – A full service operator, the company is an EPCM specialist with 700 engineers, and conducted major overhauls and technical upgrade of TRG’s Rompetrol Rafinare

Rompetrol Logistics – Created to combine the know-how of Rompetrol's trading and agency experts and the asset base of Rompetrol companies formerly involved in transportation, shipping and logistics, Rompetrol Logistics is a complex operator providing carrier services but also repairs/maintenance for most any vehicles and oilfield equipment.

Rompetrol Quality Control has four modern laboratories that offer specialized quality and environmental testing services to TRG companies, as well as to an ever greater number of other important clients

17

Revenues Profits

TRG Financials 2000-2005

TRG 2000-2005

(2,500)

(2,000)

(1,500)

(1,000)

(500)

-

500

1,000

1,500

2,000

2,500

mUSD (250)

(200)

(150)

(100)

(50)

-

50

100

150

200

250

Gross revenues 96 668 1,052 1,279 1,615 2,406

Net revenues 91 569 789 934 1,178 1,846

EBITDA 11 11 (44) 28 101 164

Net profit 3 15 (212) 200 (40) 76

2000 2001 2002 2003 2004 2005