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Soecietatea Energetica Electrica S.A.

M&A Activity Jan 26, 2023

2280_rns_2023-01-26_d70a0c61-654b-44fc-9b1c-c5e72b48aa1d.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: 26 January 2023

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 Compania Nationala de Transport al Energiei Electrice Transelectrica S.A. (TEL)

Electrica informs its shareholders and investors about the conclusion/execution, in the period 21 November 2022 – 25 January 2023, of some transactions between EFSA, Electrica's subsidiary, and TEL, whose cumulated value exceeds the threshold of 5% of Electrica's net assets, according to Electrica's individual financial statements at 30 June 2022, respectively exceeds the value of RON 199,059,726.

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 attached.

Note: In this current report are included some invoices related to 21-22 November 2022, which were registered after the current report published on 22 November 2022 on BVB with Iris code 41D40 and on LSE with RNS Number 2614H.

CFO Stefan Frangulea

No. Transaction/
Agreement Type
and Date
Scope of the
transactions
Total amount
(RON th)
Date of entry
into force
Expiry date Guarantees
(RON th.)
Penalties Payment due dates and payment
methods
Buyer: EFSA
Seller: TEL
1 Convention No.
416 / 20 Dec 2013
Electricity transport and
system services
49,817.59 1-Jan-14 31-Dec-23 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
2 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
96,535.83 1-Sep-20 Undetermined until its
termination by any of
the parties
45,828 In case of non-payment of invoices on time, PRE 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
3 Contract 35 / 12
Feb 2021
Contribution to high
efficiency cogeneration
37,213.27 12-Feb-21 18 months from the
date of termination of
state aid established by
Government Decision
no. 1215/2009
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.

Annex: Details regarding the transactions concluded by EFSA with TEL in the period 21 November 2022 - 25 January 2023 of the kind listed in Art. 108 of Law No. 24/2017

No. Transaction/
Agreement Type
and Date
Scope of the
transactions
Total amount
(RON th)
Date of entry
into force
Expiry date Guarantees
(RON th.)
Penalties Payment due dates and payment
methods
Buyer: TEL
Seller: EFSA
4 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
26,082.88 1-Sep-20 Undetermined until its
termination by any of
the parties
N/A In case of non-payment of invoices on time, TEL 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
5 Contract no. 321 /
20.07.2004 TN
AA no. 15 /
30.07.2020
Contract no. 575 /
06.11.2017 - MN
AA Nr.2 /
18.04.2019
Re-invoicing –
pensioners energy
quota
81.33 20-Jul.-04
07-Nov.-17
During the period GD
1041/2003 and GD
1461/200
N/A Ctr. No. 321: penalties in the amount of 0.05% of the value of
the contract related to the month in which non-fulfilment was
found, for each day of delay, until the actual fulfillment of the
obligation, but not more than this value.
Ctr. No. 575: penalties equal to the interest due for late
payment of obligations to the state budget, for each day of
delay, starting with the day following the deadline on which
the payments should have been made and ending with the day
on which the outstanding amounts were actually paid,
inclusding payment date. The total amount of the penalties
shall not exceed the invoice amount.
Ctr. 321: until the 25th of the month
following the reference month
Ctr. 575: within 30 calendar days from the
date of issue
6 Convention No.
301 / 12.04.2022
Re-invoicing utilities 11.59 1-Mar-22 Indefinite, until
terminated by any of
the parties with 30
days notice,
bankruptcy, dissolution
or by additional act
with the agreement of
the parties
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 during reporting period 21 November 2022 - 25 January 2023: RON 209,742.50 th

Due and not due mutual receivables EFSA from TEL at 24 January 2023: RON 406.06 th

Due and not due mutual debts EFSA to TEL at 24 January 2023: RON 699.41 th

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