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Soecietatea Energetica Electrica S.A.

M&A Activity Jan 5, 2024

2280_rns_2024-01-05_21a9aa86-8b70-4c2c-a11a-180c6a19747d.pdf

M&A Activity

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To: Romanian Financial Supervisory Authority (FSA)

Bucharest Stock Exchange (BSE)

London Stock Exchange (LSE)

Current report in compliance with the Law 24/2017 on issuers of financial instruments and market operations, FSA Regulation no. 5/2018 on issuers of financial instruments and market operations, and the Bucharest Stock Exchange Code

Report date: 5 January 2024

Company name: Societatea Energetica Electrica S.A. (Electrica)

Headquarters: 9 Grigore Alexandrescu Street, 1st District, Bucharest, Romania

Phone/fax no.: 004-021-2085999/ 004-021-2085998

Fiscal Code: RO 13267221

Trade Register registration number: J40/7425/2000

Subscribed and paid in share capital: RON 3,464,435,970

Regulated market where the issued securities are traded: Bucharest Stock Exchange (BSE) and London Stock Exchange (LSE)

Significant events to be reported: Transactions with related parties according to Art. 108 of Law No. 24/2017 concluded by Electrica Furnizare SA (EFSA), subsidiary of Societatea Energetica Electrica SA (Electrica), with OPCOM

Electrica informs its shareholders and investors about the conclusion/execution, in the period 1 December 2023 – 31 December 2023, of some transactions between EFSA, Electrica's subsidiary, and OPCOM, whose cumulated value exceeds the threshold of 5% of Electrica's net assets, according to Electrica's individual financial statements at 30 September 2023, respectively exceeds the value of RON 198,760,627.

Details regarding these transactions, containing information about the date of execution, type of transaction, description of its scope, total value of the transaction, expiry date, mutual debts and receivables, guarantees, penalties, payment due dates and methods are presented in the Annex below.

According to the contractual conditions between EFSA and OPCOM in the conventions in the table in the annex, invoices are issued with the date of the last day of the month of delivery and are sent electronically either in the first three working banking days of the following month, or in the first 5 working days of the following month for which the services are provided/months of delivery/months in which the transactions are carried out (see the column "Terms and payment methods"). Thus, some of the invoices included in this report were received and registered after 31 December 2023 (the date when the reporting threshold was exceeded), this represents the reason for the date of this report.

CFO Stefan Frangulea

Annex: Details regarding the transactions concluded by EFSA with OPCOM in the period
1 December 2023

31 December 2023
of the kind listed in Art. 108
of Law No. 24/2017
Agreement Type
and No., execution
date
Scope of the
agreement
Value
of
transactions
(RON th.)
Date of entry
into force
Expiry date Guarantees
(RON th.)
Penalties
(RON th.)
Payment due dates and payment methods
Buyer: EFSA
Seller: OPCOM
1. Convention No.
65/7473/ 3 Feb 2023
Sell -
purchase of
electricity -
DAM + IM
Transaction and
administration tariff
97,294.98 1 Jan 2023 undetermined 57,041 See Note 1
below
The buyer must ensure the necessary financial availability to debit the
account opened at the Settlement Bank, at the amount requested by
OPCOM S.A. through the direct debit instruction calculated according
to the Daily Settlement Notes, at the terms provided in the SEPA Direct
Debit Mandate and to document, monthly, the collection of rights and
the payment of mutual obligations, of equal value, by accessing the
compensation/regularization mechanisms provided in the "Procedure
regarding receipts and payments related to transactions on the
Market"
OPCOM S.A. issues the invoices dated the last day of the month of
delivery and sends them, signed electronically, by email, to the
Participants in the first three banking
days of the month following the
month of delivery.
The participant has the obligation to ensure the necessary availability in
the current account opened at the Settlement Bank, in order to debit the
amounts related to the value of the net payment obligations.
2. Convention
PCSCV/ PC ESRE
CV 34861/31Jul2023
Centralized Market
organization and
administration services
for electricity from
renewable sources
supported through
green certificates
16.80 1 Aug 2023 undetermined N/A See Note 2
below
The payment of the invoice is made by the participant in the respective
market, in full by bank transfer, with payment order, within a maximum
of 5 (five) working days from the date of receipt of the invoice. The
invoice is considered paid on the date of registration of the payment in
the bank statement of OPCOM SA (from the Procedures regarding
invoicing and payment of regulated tariffs, practiced by OPCOM
https://www.opcom.ro/anunturi-stiri-fpa/ro/10)
3. Agreement
81670/1 Oct 2011
AD3/1274/7Jul2021
Data access and
reporting for
compliance with the
provisions on the
integrity and
transparency of the
wholesale energy
market (REMIT)
0.95 7 July 2021 undetermined N/A See Note 3
below
The invoice will be issued and sent electronically (by e-mail) by
OPCOM within no more than 5 working days from the date of receipt
of the invoice from ACER and will contain the breakdown of the fee
charged by ACER in 2021 by component.
The Market Participant undertakes to pay the invoice in full by bank
transfer, with a payment order, within a maximum of 5 working days
from the date of its receipt.
Agreement Type
and No., execution
date
Scope of the
agreement
Value
of
transactions
(RON th.)
Date of entry
into force
Expiry date Guarantees
(RON th.)
Penalties
(RON th.)
Payment due dates and payment methods
4. Agreement
55659/27Dec2022
MACEE
AD11/27Nov2023
Sale/purchase of
electricity through
The annual mechanism
for the centralized
purchase of electricity
(MACEE)
102,722.75 1 Dec
2023
31 Dec
2023
374,600 N/A The buyer has the obligation to have and maintain a cash account (lei)
at a commercial bank in Romania and to conclude a SEPA Direct Debit
Mandate by which he authorizes that OPCOM S.A. to issue whenever
necessary an IDD on his account in accordance with the provisions
imposed under the Procedure regarding collections and payments
related to sales and purchases through MACEE.
The Seller issues the invoice for the value of the electricity sold, with
the date of the last day of the month of delivery for which it is issued,
and sends it to the Buyer, signed electronically, by email, in the first 4
bank working days of the month following the month of delivery.
The payment obligations of the Buyer, for each day of delivery, are paid
by direct debit instructions issued by the Seller on bank working days.
5. Convention
52627/12Dec2022
MACEE
Organization and
administration services
of the Centralized
Electricity Purchase
Mechanism (MACEE)
62.93 1 Jan
2023
31 Dec 2023 N/A N/A The invoice related to the bilateral T trans value (to which VAT is
added, as the case may be) is sent electronically (by e-mail) in the first
3 working days of the month following the month in which the
electricity sale-purchase transactions were made. Payment by bank
transfer, with payment order, within a maximum of 5 working days
from the date of receipt of the invoice.
6. Convention
23656/17May2023
PC-OTC, PCCB-LE
flex, PCCB-NC
Organization and
administration services
of the Organized
Markets on Electricity
Fixed-term contracts
27.60 17 May 2023 undetermined N/A N/A Payment of the invoice shall be made by the respective market
participant in full by bank transfer, with a payment order, within a
maximum of 5 (five) working days from the date of receipt of the
invoice. The invoice shall be considered paid on the date of
registration
of the payment in OPCOM SA's bank statement.
Seller: EFSA
Buyer: OPCOM
7. Convention No.
65/7473/ 3 Feb 2023
Sell -
purchase of
electricity -
DAM + IM
Trading and
administration tariff
237.45 1 Jan 2023 undetermined N/A N/A DAM Participants issue the invoices, with the date of the last day of the
delivery month and send them to OPCOM S.A. by e-mail / fax, in the
first three working banking days of the month following the month of
delivery.

Total executed amount during 1 December 2023 – 31 December 2023: RON 200,363.46 th. Due and not due mutual receivables of EFSA from OPCOM at 29 December 2023: RON -18.82 th.

Due and not due mutual debts of EFSA to OPCOM at 29 December 2023: RON -94,089.72 th.

Note 1: The letter of bank payment guarantee/financial guarantee in the form of a cash deposit remitted to the account of OPCOM S.A. will be executed on the working banking day following the day on which the refusal to execute the IDD was received.

Note 2: To pay the equivalent of the penalty, if, due to his fault, a transaction on PCSCV is canceled.

Note 3: OPCOM has the right to suspend the execution of the obligations assumed by the Agreement if the Beneficiary of the Services does not fulfill his payment obligation in full, within a maximum of 5 working days from the date of receipt of the invoice, without prior notification being necessary. During the suspension period, i.e. starting with the date immediately following the deadline of maximum 5 (five) working days (offer/transaction day, as the case may be) for the fulfillment of the payment obligations, OPCOM is exonerated from any responsibility for the non-execution of the obligations assumed by the Agreement. The suspension of the execution of OPCOM's obligations will last until the moment when the Beneficiary of the Services fully pays the outstanding amounts due to OPCOM.

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