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Soecietatea Energetica Electrica S.A.

M&A Activity Dec 19, 2023

2280_rns_2023-12-19_1447c206-f55a-45b6-ae13-df70da6f6de1.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, ASF Regulation no. 5/2018 on issuers of financial instruments and market operations, and the Bucharest Stock Exchange Code

Report date: 19 December 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 Distributie Energie Electrica Romania SA (DEER) and Electrica Furnizare SA (EFSA), subsidiaries of Societatea Energetica Electrica SA (Electrica)

Electrica informs its shareholders and investors about the conclusion/execution, in the period 9 November – 18 December 2023, of some transactions between DEER and EFSA, Electrica's subsidiaries, whose cumulated value exceeds the threshold of 5% of Electrica's net assets, according to Electrica's individual financial statements at 30 June 2023, respectively exceeds the value of RON 198,490,436.

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.

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
Seller/Service provider: DEER-TN
Buyer/Beneficiary: EFSA
1 Providing electricity distribution
service by the distribution
operator for users, end customers
of the supplier, whose
installations are connected to the
electricity network of the
distribution operator
60,798.99 In case of non-fulfillment of payment obligations within 30 days from the due
date of the invoice, the supplier will pay, in addition to the amount due, a penalty
interest to this amount corresponding as a percentage of interest due for non
payment of obligations to the state budget), calculated for each day of delay
starting with the first day after the due date until the day of payment
(exclusively). The total value of the penalty interest may not exceed the value of
the amount due.
The invoice is issued in the first 10
working days of the month for the
previous month and is sent at the latest on
the working day following the issuance of
the invoice, by e-mail. Payment is made
within 10 working days from the date of
issuance / transmission of the invoice
2 19840/9Jun2021 Providing electricity distribution
service by the distribution
operator for users, end customers
of the supplier, whose
installations are connected to the
electricity network of the
distribution operator - other
services as DO
1,141.77 1-Jul-21 Indefinite 0.00 In case the supplier does not pay the invoices related to the RED intervention
services within 30 days from the due date, the DO will claim late penalties of
0.01% for each day of delay, calculated on the unpaid amount, starting with the
first day after the due date, until the day of payment (exclusively). The value of
the penalties cannot exceed the amount owed
Payment is made within 30 calendar days
from the date of issuing the invoice

Annex: Details regarding the transactions concluded by DEER with EFSA in the period 9 November - 18 December 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
3 Convention 50277/22Feb2016,
AD 53229 A/20Oct2020 -
Bistrita
1 Jan 2016 For delays in the payment of the invoice of more than 30 days from the due date,
the lessor has the right to charge, and the lessee has the obligation to pay late
payment penalties of 0.03% applied to the amount due for each calendar day of
delay, starting with the first day after due date. The value of the penalties will not
exceed the value of the outstanding debt
4 Convention 30728/22Feb2016,
AD. 4/56021/7Oct2020 –
Oradea
1 Jan 2016 For delays in the payment of the invoice of more than 30 days from the due date,
the lessor has the right to charge, and the lessee has the obligation to pay late
payment penalties of 0.03% applied to the amount due for each calendar day of
delay, starting with the first day after due date. The value of the penalties will not
exceed the value of the outstanding debt
5 Convention E12.2.59/
8Mar2011-Oradea – utilities
breakdown Oradea building -
headquarters
Re-invoicing utilities expenses 52.99 1-Feb-11 31 Dec
2023
0.00 Non-payment of the invoice within 30 days from the due date authorizes the
lessor to request late-payment penalties equal to the late-payment penalties due
for not paying the tax obligations to the state budget in due time, applied to the
amount due for each day of delay, starting with day following the due date and
until the date of settlement of the amount due, exclusively. The value of the
penalties may not exceed the value of the outstanding debt.
Payment is made within 10 calendar days
from the date of registration of the
invoice to the tenant
6 Convention 60380/22 Feb 2016,
AD SM 63761A/ 16 Dec 2020 -
Satu Mare
1 Jan 2016
7 Convention 1193/9 Jan 2017,
AD3/21 Sept 2019 - Baia Mare
1-Jan-17 For delays in the payment of the invoice of more than 30 days from the due date,
the lessor has the right to charge, and the lessee has the obligation to pay late
8 Convention 17/ 28 Feb 2019 -
Cluj
1-Mar-19 payment penalties of 0.03% applied to the amount due for each calendar day of
delay, starting with the first day after due date. The value of the penalties will not
exceed the value of the outstanding debt
9 Convention 70022/05.01.2017,
AD 71117A/1267/18.07.2018 -
Zalau
1 Jan 2017
10 Transaction from 10 Nov 2023 Providing IT & C services by
DEER
662.32 10 Nov 2023 N/A EFSA will pay for the services rendered
within 30 calendar days from the closing
of the Transaction
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
Seller/Service provider: DEER-TS
Buyer/Beneficiary: EFSA
11 C-19840/ Providing electricity distribution
service by the distribution
operator for users, end customers
of the supplier, whose
installations are connected to the
electricity network of the
distribution operator
99,469.89 1-Jul-21 Indefinite N/A In case of non-fulfillment of payment obligations within 30 days from the due
date of the invoice, the supplier will pay, in addition to the amount due, a penalty
interest to this amount corresponding as a percentage of interest due for non
payment of obligations to the state budget), calculated for each day of delay
The invoice is issued in the first working
days of the month for the previous month
and is sent at the latest on the working
day following the issuance of the invoice,
by e-mail. Payment is made within 10
working days from the date of issuance /
transmission of the invoice
12 9Jun2021 Providing electricity distribution
service by the DO for users, end
customers of the supplier, whose
installations are connected to the
electricity network of the DO -
other services as DO
1,172.48 1-Jul-21 Indefinite starting with the first day after the due date until the day of payment
(exclusively). The total value of the penalty interest may not exceed the value of
the amount due.
Payment is made within 10 working days
from the date of issuing/sending the
invoice.
13 C 22/15Feb2018
C 61/04Apr2018
C 1466/27Mar2018
AD1 for C 22/15Feb2018
AD2 for C 22/15Feb2018
AD3 for C 22/15Feb2018
AD4 for C 22/15Feb2018
AD5 for C 22/15Feb2018
AD6 for C 22/15Feb2018
AD7 for C 22/15Feb2018
Providing the representation
service as the Party Responsible
for Balancing
3,890.96 15-Feb-18 Indefinite N/A Art. 16.1 If, due to its exclusive fault, the Provider fails to fulfill its obligations
undertaken through the contract, the Purchaser has the right to deduct from the
tariff established by the contract, an amount equal to a percentage of 1.5% of the
established tariff conf of Annex 2.
Art 16.2 If the Purchaser does not fulfill any payment obligation arising from the
Contract, he has the obligation to pay as penalties an amount equivalent to a
percentage of the unpaid payment. The percentage rate for each day of delay is
the interest due for non-payment of obligations for the state budget.
Art 16.3 The same penalties as those stipulated in art 16.2 will be charged for
any sums owed by the Purchaser based on the contract.
The invoice will be paid by the
provider/purchaser within 3 (three)
financial days from the date of its receipt
14 C3215/11Jul2023 IT & C user support services,
cyber security services,
telecommunications services, IT
& C infrastructure management
services
553.17 11-Jul-23 11-Jul-24 N/A Art 19.1 - If, due to his exclusive fault, the provider fails to fulfill the obligations
undertaken through the contract, then the beneficiary has the right to claim, as
penalties, an amount equivalent to a percentage of 0.03% for each day of delay,
applicable to the value of services not provided.
Art 19.2 - If the beneficiary does not honor the invoices issued by the supplier
within the terms stipulated in clause 15.l, then the supplier is entitled to claim
penalties of 0.03% per day of delay, calculated on the value of the unpaid
amount.
Payment is made within 30 calendar days
from the date of registration of the
invoice at the registry of the beneficiary
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
15 C-1345/I/7000/23Jan2019 and
AD 87 / 31Jul2023
Re-invoicing space rents 65.02 1 Jan 2019 31-Dec-23 N/A In case of non-fulfilment of the payment obligations on the due date, the Tenant
is obliged to pay, as penalties, an amount equivalent to 0.02% of the amount not
paid on time, for each day of delay, starting from the next day of the due date
until the date of actual payment.
Payment is made within 10 working days
from the date of registration of the
invoice by the tenant.
16 C3215/11.07.2023 Income from providing IT&C
services
5.03 11 Jul 2023 11-Jul-24 N/A See Note 4 The beneficiary will pay for the services
rendered within 30 calendar days from
the date of registration of the invoice at
the beneficiary's registry.
17 Transaction from 10 Nov 2023 Providing IT & C services by
DEER
684.76 10 Nov 2023 N/A EFSA will pay for the services rendered
within 30 calendar days from the closing
of the Transaction
Seller/Service provider: DEER-MN
Buyer/Beneficiary: EFSA
18 C-19840/ Providing electricity distribution
service by the distribution
operator for users, end customers
of the supplier, whose
installations are connected to the
electricity network of the
distribution operator
68,468.63 1-Jul-21 Indefinite N/A 0.02% (penalty interest as a percentage of the interest due for non-payment of
obligations to the state budget on time), calculated for each day of delay starting
Payment is made in 10 working days
from the date of receipt of the invoice.
19 9Jun2021 Providing electricity distribution
service by the DO for users, end
customers of the supplier, whose
installations are connected to the
electricity network of the DO -
other services as DO
1,220.76 1-Jul-21 Indefinite N/A with the first day after the due date until the day of payment (exclusively). There
is a 30 calendar day grace period.
Payment is made within 30 days from the
date of issuing the invoice.
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
20 2630/ 1Mar2018 Reinvoicing common expenses
(security services)
0.56 1-Mar-18 Indefinite N/A 0.01% of the amount not paid on time, calculated for each day of delay starting
with the first day after the due date until the day of payment (exclusively)
Payment is made within 30 calendar days
from the date of issuing the invoice
21 10335/ 1Aug2007 Revenues from the re-invoicing of
common expenses
21.31 1-Aug-07 Indefinite N/A 0.01% of the amount not paid on time, calculated for each day of delay starting
with the first day after the due date until the day of payment (exclusively)
Payment is made within 30 calendar days
from the date of issuing the invoice
22 C37109/2022 Reinvoicing common expenses 0.87 1-Mar-19 31-Dec-23 N/A 0.02% of the amount not paid on time, calculated for each day of delay starting
with the first day after the due date until the day of payment (exclusively)
Payment is made within 30 calendar days
from the date of issuing the invoice
23 C3215/11Jul2023 Revenue from providing IT&C
services
37.41 11 Jul 2023 11-Jul-24 N/A See Note 4 The beneficiary will pay for the services
rendered within 30 calendar days from
the date of registration of the invoice at
the beneficiary's registry.
24 Convention 1/2008
AD22/28Mar2023
Reinvoicing common expenses 519.80 1 februarie
2008
Indefinite N/A 0.02% of the amount not paid on time, calculated for each day of delay starting
with the first day after the due date until the day of payment (exclusively)
Payment is made within 10 calendar days
from the date of issuing the invoice
Seller/Service provider: EFSA
Buyer/Beneficiary: DEER
25 Ctr. 22/15Feb2018
AD 4/16Dec2019
AD 5/31Dec2020
AD 6/1Feb2021
AD 7/3Jun2021
Providing the representation
service as Balancing Responsible
Party
4,999.43 1-Jan-18 31Dec2022 with
automatic extension
for periods of 12
months according to
AD 4/16Dec2019
N/A If, through his sole fault, the Provider fails to fulfill its obligations under the
contract, the Buyer has the right to deduct from the tariff established by the
contract, as penalties, an amount equivalent to a percentage of 1% of the monthly
tariff established.
Payment is made within 3 working days
from the date of receipt of the invoice
26 Convention 72/34/26Jan2017 -
Cluj
Convention 13/02Feb2017 -
Gherla
Convention 21/18Feb2010 -
Oradea
AD1/13Jul2018
AD2/01Mar2019
AD4/13Feb2019 la
Rental contract 885/31Dec2015
AD3/31Aug2022
Reinvoicing - energy quota for
pensioners; Consideration for
electricity granted to natural
persons beneficiaries of the
provisions of GD 1041/2003 and
GD 1461/2003
3.14 1-Jan-17 31-Dec-23 N/A For delays in the payment of the invoice greater than 30 days from the due date,
the lessor has the right to charge, and the lessee has the obligation to pay, late
penalties in the amount of 0.03% applied to the amount due, for each day delay
calendar, starting with the first day after the due date. The amount of the
penalties cannot exceed the amount of the outstanding debt.
Payment is made within 10 days from the
date of registration of the invoice to the
Tenant
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
27 Contract 822 / 04 Oct 2021 Re-invoicing - energy quota for
pensioners; Electricity
countervalue granted to
individuals benefiting from the
provisions of HG.1041/2003 and
HG.1461/2003
0.21 1-Aug-07 See Note 2 N/A Art. 4.1.5. If the payer does not pay the counter value of the invoices within 30
days from the established due date, he owes the provider penalties equal to the
level of interest charged for the late payment of debts to the state budget for each
day of delay after the due date and until payment in full, including the day of
payment. The amount of the penalties cannot exceed the amount paid.
Art 5.1.2. If the provider does not fulfill its assumed obligation to send the
invoice to the payer within 3 days, the payer has the right to calculate damages -
interests equal to the amount equivalent to the share of 0.1% of the contract
value (of the settlement invoice ) 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.
The payment of the issued invoices will
be made, through legal instruments,
within 30 days from their registration by
the beneficiary.
28 AD 11 / 30Jun2023 at
Electricity suply contract 189 /
27.03.2017
Extension of the electricity supply
contract on the competitive active
energy market, with a fixed value
5,605.19 1-Jun-17 31-Dec-23 See Note 1 Non-payment by the beneficiary of the invoice within 30 calendar days of the
counter value of the invoices from the due date (set at 10 banking days from the
date of issue), the beneficiary owes the supplier penalties equal to the interest due
for non-payment on the ground of budgetary obligations for each day of delay ,
starting with the 16th day from the due date and until the full payment of the
invoice.
The value of the penalties cannot exceed the value of the invoice.
The payment of the issued invoices will
be made through legal instruments.
The due date is 10 banking days from the
date of the invoice.
Grace period 30 calendar days from the
due date
29 Ctr Natural Gas Supply
no. 15292085-GN/
28 Feb 2022
AD3/12 June 2023
Extension of the natural gas
supply contract on the competitive
active energy market, until 31
December 2023
6.24 1-Mar-22 31-Dec-23 See Note 3 The party that does not perform its obligations under the contract by the due date
is legally in default without the need for notification. It also owes penalties equal
to the interest due for non-payment of budget obligations on the ground for each
day of delay, starting with the 16th day from the due date and until the full
payment of the invoice. The value of the penalties cannot exceed the value of the
invoice.
The payment of the issued invoices will
be made through legal instruments.
The due date is 30 banking days from the
date of issuing the invoice.
The invoice is considered paid on the date
of crediting the EFSA supplier's bank
account.

Total executed during reporting period 9 November - 18 December 2023: RON 249,380.92 th Due and not due mutual debts of EFSA to DEER at 15 December 2023: RON 946,360.55 th Due and not due mutual debts of DEER to EFSA at 15 December 2023: RON 6,850.02 th

Note 1 The supplier can condition the resumption of the electricity supply on the establishment of guarantees, if the customer does not pay the invoice and the due penalties in full within 15 days from the date of
interruption of the electricity supply.
Note 2 According to the address from DEER 172727/ 12 Jul 2022, Contract 822/ 4 Oct 2021 was terminated citing a Decision of the High Court of Cassation and Justice 3807/2022. Consumption will continue to be billed
until 30 June 2022.
Note 3 A guarantee is established in the event that the buyer registers 5 days late payment, for 3 consecutive months.
The value of the guarantee will represent the equivalent of 60 contractual days to which excise duties and VAT are added.
Note 4 Art.15.2 - Failure by the beneficiary to pay the invoices issued by the service provider within the established term, of the obligations provided for in art.15.l., shall entail the obligation of the service provider to pay
penalties in the amount and under the conditions established in art.19 of the contract.
Art 19.1 - If the service provider, through its own fault, fails to fulfil its obligations under the contract, then the beneficiary is entitled to claim, as penalties, an amount equivalent to a percentage rate of 0.03% for
each day of delay, applicable to the value of the services not provided.
Art 19.2 - If the beneficiary does not honour the invoices issued by the supplier within the time limits provided for in clause 15.l, then the provider is entitled to claim penalties of 0.03% per day of delay, calculated
on the value of the amount not paid.

236,792.38 10,614.21 247,406.59

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