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Soecietatea Energetica Electrica S.A.

M&A Activity Apr 22, 2021

2280_rns_2021-04-22_146ba43a-6efe-474e-9028-9190e230815a.pdf

M&A Activity

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To: Romanian Financial Supervisory Authority (ASF)

Bucharest Stock Exchange (BVB)

London Stock Exchange (LSE)

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

Report date: 22 April 2021

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 (BVB) and London Stock Exchange (LSE)

Significant events to be reported: Transactions with related parties according to Art. 923para (12) of Law No. 24/2017 concluded by Electrica Furnizare SA (EFSA), subsidiary of Societatea Energetica Electrica SA (Electrica), with Transelectrica S.A. (TEL)

Electrica informs its shareholders and investors about the conclusion, on 21 April 2021, of one transaction between EFSA, Electrica's subsidiary, and TEL, that have a value that, cumulated with the rest of the transactions concluded/executed in the period 1 January – 21 April 2021, exceeds the threshold of 5% of Electrica's net assets, according to Electrica's individual financial statements for 2020, respectively exceeds the value of RON 202,466,778.

Details regarding the transaction concluded on 21 April 2021 by EFSA with TEL, 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 Annex 1.

Details regarding the rest of the transactions already concluded in the period 1 January – 21 April 2021, which, individually or cumulatively, did not meet the requirement provided in art. 923 para. (3) of Law no. 24/2017, but which cumulated with the transaction presented in Annex 1 lead to exceeding the threshold of 5% of Electrica's net assets, according to Electrica's individual financial statements for 2020, are presented in Annex 2.

Chief Executive Officer Georgeta Corina Popescu

POPESCU GEORGETA-CORINA

Digitally signed by POPESCU GEORGETA-CORINA Date: 2021.04.22 19:44:50 +03'00'

Agreement Type
and No., execution
date
Scope of the
agreement
Amount
(RON th.)
Invoice
number/
date
Date of
entry into
force
Expiry date Guarantees
(RON th.)
Penalties (RON th.) Payment due
dates and
payment methods
Buyer: EFSA
Provider: TEL In case of non-payment of invoices on
Convention No. 275
/ 19 Oct 2020
Sale and purchase of
electricity between
the parties, as a
result of production
/ consumption
imbalances of PRE
that were offset by
Transelectrica on the
balancing market in
accordance with the
provisions of the
regulations in force
16,782.82 570/
21.04.2021
1 September
2020
Undetermined
until its
termination by
any of the
parties
10,583 time, PRE / Transelectrica
pays a
penalty equal to an additional amount
compared to the amount due to be paid
and includes interest accrued for any
amounts due and unpaid, calculated as a
percentage of the delay penalty charged
for non-payment of obligations to the
state budget, starting with the day
following the deadline on which the
payments should have been made and
ending with the day preceding the day on
which the outstanding amounts were
actually paid
Payment is made
within a maximum
of 5 working days
from issuing
date of
the
invoice

Annex 1: Details regarding the transaction concluded by EFSA with TEL on 21 April of the kind listed in Art. 923 of Law No. 24/2017

Due and not due mutual receivables of EFSA to TEL at 20.04.2021: RON 0.01 th. Due and not due mutual debts of EFSA to TEL at 20.04.2021: RON 0 th.

Annex 2: Details regarding the transactions concluded by EFSA with TEL in the period 1 January – 21 April 2021 of the kind listed in Art. 923 of Law No. 24/2017

Agreement Type
and No., execution
date
Scope of the agreement Amount in
the period
1 January

21
April
2021
(RON th.)
Date of
entry into
force
Expiry date Guarantees
(RON th.)
Penalties (RON th.) Payment due
dates and
payment methods
Buyer: EFSA
Provider: TEL
Convention No.
416 / 20 Dec 2013;
Add. 1/28
Dec
2018
Electricity transport 73,451.36 1 January
2014
31 December
2023
27,506 In case of non-fulfillment within 5 calendar
days from the due date of the obligations, the
beneficiary pays in addition to the amount due,
a
penalty
interest
on
this
amount,
corresponding as a percentage of interest due
for non-payment of obligations to the state
budget, for each day delay, starting with the
day following the date of the deadline until the
day of payment (exclusive). The total value of
the penalties may not exceed the value of the
amount due
Payment is made
within a maximum
of 10 days from
receipt of the
invoice
Convention No.
275
/ 19 Oct 2020
Sale and purchase of
electricity between the
parties, as a result of
production / consumption
imbalances of PRE that
were offset by
Transelectrica on the
balancing market in
accordance with the
provisions of the
regulations in force
46,323.48 1
September
2020
Undetermined
until its
termination by
any of the
parties
10,583 In case of non-payment of invoices on time,
PRE / Transelectrica pays a penalty equal to an
additional amount compared to the amount due
to be paid and includes interest accrued for any
amounts due and unpaid, calculated as a
percentage of the delay penalty charged for
non-payment of obligations to the state budget,
starting with the day following the deadline on
which the payments should have been made
and ending with the day preceding the day on
which the outstanding amounts were actually
paid
Payment is made
within a maximum
of 5 working days
from date of issuing
the invoice
Contract R170/19
Apr 2011;AA no.
1-10
Cogeneration 60,201.54 1 April
2011
11 February
2021,
starting with
12 February
2021, remains
in force only
the contract
35/12 feb 2021
N/A In case of non-payment of due invoices, the
guilty party has the obligation to pay penalty
interest charged for late payment, equal to the
level of delay interest charged
for non-payment
of obligations to the state budget, for each day
of delay after the due date, until on the day of
payment (exclusively). The total value of the
penalty interest may not exceed the value of the
amount due.
The contributor pays
the invoices sent by
the administrator of
the support scheme
within 7 days from
their receipt, but not
later than the 20th
day of each month
following the month
of the consumption.
Contract 35 / 12
Feb 2021
12
February
2021
18 months
from the date
of termination
of state aid
established by
Government
Decision no.
1215/2009
Buyer: TEL
Provider: EFSA
Convention No.
275 / 19 Oct 2020
Sale and purchase of
electricity between the
parties, as a result of
production / consumption
imbalances of PRE that
were offset by
Transelectrica on the
balancing market in
accordance with the
provisions of the
regulations in force
11,569.65 1
September
2020
Undetermined
until its
termination by
any of the
parties
N/A In case of non-payment of invoices on time,
PRE / Transelectrica pays a penalty equal to an
additional amount compared to the amount due
to be paid and includes interest accrued for any
amounts due and unpaid, calculated as a
percentage of the delay penalty charged for
non-payment of obligations to the state budget,
starting with the day following the deadline on
which the payments should have been made
and ending with the day preceding the day on
which the outstanding amounts were actually
paid
Payment is made
within a maximum
of 5 working days
from the date of
issuing the invoice
Contract no. 321 /
20 Jul 2004 -
TN
AA no. 15 / 30 Jul
2020
Re-invoicing pensioners 21.85 20 July
2004
During GD
1041/2003 and
GD 1461/2003
N/A If the beneficiary does not pay the value of the
invoices within 30 days from the due date, he
owes penalties in the amount of 0.05% for each
day of delay, starting with the 31st day and until
full payment of the invoice.The amount of the
penalties cannot exceed the value of the
invoice.
Payment is made
until the 25th of the
month following the
reference month.
Contract no. 575 /
06 Nov 2017 -
MN
17
November
2017
If the payer does not pay the value of the
invoices within 30 days from the due date, he
owes penalties equal to the level of interest
charged for late payment of debts to the state
budget, for each day of delay, starting with the
Payment is made
within 30 calendar
days from the date of
issuance
of
the
invoice.
first day
after maturity and payment in full,
including the day of payment. The amount of
the penalties cannot exceed the value of the
invoice.
Convention
1604 /
26 Feb 2020
Re-invoicing utilities 13.51 1 March
2020
28 February
2021
N/A If the invoices are not honored within the
stipulated term, the supplier is entitled to claim
penalties of 0.02% for each day of delay,
calculated at the amount of the unpaid amount.
The value of the calculated penalties may not
exceed the amount of the unpaid amount
The payment term is
15 days from the
date of registration
of the documents re
invoiced by CN de
Transport a Energiei
Electrica
Transelectrica SA.

Total executed amount during 1 January – 21 April 2021, based on contract without fix value: RON 191,581.39 th. Due and not due mutual receivables of EFSA to TEL at 20.04.2021: RON 0.01 th. Due and not due mutual debts of EFSA to TEL at 20.04.2021: RON 0 th.

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