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Soecietatea Energetica Electrica S.A.

Management Reports Sep 16, 2021

2280_10-q_2021-09-16_4fb845cc-fd77-4a32-9cfd-ba0bdd660836.pdf

Management Reports

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2021 HALF YEAR STANDALONE DIRECTORS' REPORT

(H1 2021)

(based on the condensed separate interim financial statements prepared in accordance with IAS 34)

REGARDING THE ECONOMIC AND FINANCIAL ACTIVITY OF SOCIETATEA ENERGETICA ELECTRICA S.A.

in compliance with art. 67 of the Law no. 24/2017 on issuers of financial instruments and market operations and with annex no. 14 to ASF Regulation no. 5/2018 and the Bucharest Stock Exchange Code

for the six-month period ended 30 June 2021

Free translation from the Romanian version of the report, which will prevail in the event of any discrepancies with the English version.

Table of contents

Glossary
1.
2.
2.1. Key events during the period January – June 2021 (H1 2021) ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
3. Shareholders' Structure
Operational Results
5. Financial position
6. Statement of cash flows
7. Outlook
8. Statements
9. Litigations

Glossary

ANRE Romanian Energy Regulatory Authority
BoD Board of Directors
BRP Balance Responsible Party
BSE Bucharest Stock Exchange
CAPEX Capital Expenditure
CGC Corporate Governance Code
CMBC (EA/CN) Centralized Market for Bilateral Contracts (Extended Auction/Continuous Negotiation)
CMC Competitive Market Component
CMNG-AN Centralized Market for Bilateral Natural Gas
Contracts

Auction and Negotiation
CMNG-PA Centralized Market for Bilateral Natural Gas Contracts –
Public Auction
CMNG –
OTC
Centralized Market for Bilateral Natural Gas Contracts –
OTC
CMUS Centralized Market for Universal Service
CNTEE The National Transmission System Operator
DAM Day Ahead Market
DAM-NG Day Ahead Market –
Natural Gas
DEER Distributie Energie Electrica Romania
DSO Distribution System Operator
EBIT Earnings before interest and tax
EBITDA Earnings before interest, tax, depreciation and amortization
EDN Electrical Distribution Network
ETN Electrical Transmission Network
ELSA Electrica S.A.
EGMS Extraordinary General Meeting of Shareholders
EU European Union
EUR EURO, the monetary unit of several member states of the European Union
FPM-LT Medium and Long Term Flexible Products Market
GC Green Certificates
GDP Gross Domestic Product
GDR Global Depositary Receipts
GEO Government Emergency Ordinance
GMS General Meeting of Shareholders
HV High Voltage
IAS International Accounting Standard
IFRIC International Financial Reporting Interpretations Committee
IFRS International Financial Reporting Standard
IM-NG Intraday Market for Natural Gas
IPO Initial Public Offering
IR Investor Relations
ISIN International Securities Identification Number
KPI Key Performance Indicators
kV KiloVolt
LR Last Resort
LV Low Voltage
MV Medium Voltage
MVA Mega Volt Ampere
MWh MegaWatt hour
MKP Management Key Position
NAFA National Agency for Fiscal Administration
NES National Energy
System
NL Network Losses
NRC Nomination and Remuneration Committee
OMPF Order of Ministry of Public Finances
OGMS Ordinary General Meeting of Shareholders
OHL Overhead Line
OHS Occupational Health and Safety
OPCOM Romanian Gas and Electricity market operator
RAB Regulated Asset Base
RM Retail Market
RON Romanian monetary unit
RRR Regulated Rate of Return
SAD Distribution Automation System
SCADA Supervisory Control And Data Acquisition
SDMN Societatea de Distributie a Energiei Electrice Muntenia Nord
SDTN Societatea de Distributie a Energiei Electrice Transilvania Nord
SDTS Societatea de Distributie a Energiei Electrice Transilvania Sud
SEM Servicii Energetice Muntenia SA
SEO Servicii Energetice Oltenia SA
SoLR Supplier of last resort
TWh TeraWatt hour
TSO Transmission and system operator
UM Unit of Measurement
US Universal Service
VAT Value Added Tax

1. Identification Details Of The Issuer

Report date: 16 September 2021

Company name: Societatea Energetica Electrica S.A.

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

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

Sole Registration Code: 13267221

Trade Registry registration number: J40/7425/2000

LEI Code (Legal Entity Identifier): 213800P4SUNUM5AUDX61

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

Main characteristic of issued shares: 346,443,597 ordinary shares of 10 RON nominal value, out of which 6,890,593 treasury shares and 339,553,004 shares issued in dematerialized form and freely transferable, nominative, tradable and fully paid

Regulated market where the issued securities are traded: the Company's shares are listed on the Bucharest Stock Exchange (ticker: EL), and the Global Depositary Receipts (ticker: ELSA) are listed on the London Stock Exchange

Applicable accounting standards: interim financial statements based on the International Accounting Standard IAS 34 – Interim Financial Reporting

Reporting period: 2021 Half-year (period 1 January – 30 June 2021)

Audit/Review: the condensed separate interim financial statements as of and for the six month period ended 30 June 2021 are reviewed by an independent financial auditor

Ordinary Shares GDR
ISIN ROELECACNOR5 US83367Y2072
Bloomberg Symbol 0QVZ ELSA: LI
Currency RON USD
Nominal Value RON 10 RON 40
Stock Market Bucharest Stock Exchange REGS London Stock Exchange MAIN MARKET
Ticker EL ELSA

Source: Electrica

2. Highlights

Electrica SA ("ELSA") aims at the coordination and efficient control of investments in subsidiaries carrying out electricity distribution and supply activities, as well as energy services. Currently, the core business of the company, according to the Statute is "Activities of business and management consulting", performing corporate activities at parent company level for its subsidiaries.

ELSA is the parent company of one electricity distribution company (set up from merger of three electricity distribution companies), one electricity and natural gas supplier and five companies providing services in the energy sector (out of which four are currently in bankruptcy). As of 31 August 2020, ELSA has an indirect shareholding of 100% in one energy production company from renewable sources (photovoltaic panels), Electrica Energie Verde 1 SRL, which was acquired by the subsidiary Electrica Furnizare S.A..

2.1. Key events during the period January – June 2021 (H1 2021)

During the six months period ended 30 June 2021 the following main events took place:

Decisions of General Meetings of Shareholders

On 4 March 2021, ELSA's BoD approved the convening of ELSA's Ordinary General Meeting of Shareholders (OGMS) and of the Extraordinary General Meeting of Shareholders (EGMS), meetings that took place on 28 April 2021.

During the OGMS, ELSA's shareholders approved mainly the following:

  • the audited annual financial statements for 2020 and the ELSA's budget of revenues and expenses for 2021, both at individual and consolidated level;
  • distribution of the net profit for the financial year 2020: total value of gross dividends RON 247.9 mn, value of gross dividend/share - RON 0.73, ex date – 2 June 2021, registration date – 3 June 2021, date of dividends' payment – 25 June 2021;
  • discharge of liability of the members of ELSA's Board of Directors for the financial year 2020;
  • prolongation of the mandate of the financial auditor of ELSA, Deloitte Audit S.R.L., for a two-year period, respectively for the financial years 2021 and 2022;
  • the Remuneration Policy of the Directors and Executive Managers;
  • the election of the BoD's members, by applying the cumulative voting method. Following the elections, ELSA's new Board of Directors is composed of: Mr. Iulian Cristian Bosoanca, Mr. Gicu Iorga, Mr. Ion-Cosmin Petrescu, Mr. Adrian-Florin Lotrean, Mr. Radu Mircea Florescu, Mr. Dragos-Valentin Neacsu and Mr. George Cristodorescu. The mandate's duration for the directors elected is for a period of four years.

The shareholders attending the EGMS approved mainly the following:

  • the guarantee to be issued by ELSA for the term loan in the amount of up to EUR 210 mn or equivalent in RON that DEER will contract from the European Investment Bank (EIB) for financing the investment plan for the period 2021-2023, the value of the guarantee provided by ELSA at the first request being of maximum EUR 252 mn or equivalent in RON;
  • ELSA's contracting of a non-binding bridge loan in the amount of up to RON 750 mn from a consortium consisting of Erste Bank and Raiffeisen Bank, together with an engagement letter for arranging a bond issuance (conditional upon obtaining the necessary corporate approvals) to finance the inorganic growth opportunities, having a single guarantee, a movable mortgage on accounts opened by ELSA with BCR and Raiffeisen Bank,

for a maximum value of RON 825 mn.

On 18 June 2021, ELSA's BoD approved the convening of ELSA's Extraordinary General Meeting of Shareholders (EGMS) on 11 August 2021, the agenda being mainly the following:

  • The empowerment of the ELSA representative to participate in the EGMS of DEER and to express the vote in favor of the approval of the transfer of one share held by ELSA in DEER to SERV, representing 0.00000071% of DEER's share capital, for the total price of RON 10 and approving the amendment of article 6 - Share Capital, from the Articles of Association (AoA) of DEER, to reflect the new shareholdings of the two shareholders;
  • The empowerment of the ELSA representative to participate in the EGMS of SERV and to express the vote in favor of the approval of the transfer of one share held by ELSA in SERV to DEER, representing 0.00001905% of SERV's share capital, for the total price of RON 10 and approving the amendment of article 6 - Share Capital, from the Articles of Association of SERV, to reflect the new shareholdings of the two shareholders;
  • The approval of the participation of ELSA, as founding member, to the establishment of Electrica Foundation;
  • The approval for the amendment of the Articles of Association of ELSA, regarding:
    • the alignment of the art. 12, para. (2) provisions with the provisions of Law 24/2017 regarding the issuers of financial instruments and market operations;
    • the introduction of a new attribution of the OGMS regarding the approval of the Remuneration Policy for Directors and Executive Managers;
    • the completion of the situations in which the secret vote is applied, in accordance with the applicable legal provisions.
  • The approval of ELSA's participation, together with SERV, in the establishment of a new legal entity Electrica Productie Energie S.A., organized as a joint stock company, a subsidiary of ELSA, in which ELSA holds a percentage of 99.9920% of the share capital and SERV holds a percentage of 0.0080% of the share capital.

Decisions of ELSA's Board of Directors (BoD)

During the meeting held on 26 February 2021, ELSA's BoD approved the consolidated value of the Investment Plan (CAPEX) of Electrica Group for 2021, in total amount of RON 712.4 mn. Out of this value:

  • RON 638.9 mn represents the 2021 annual financial plan of the distribution subsidiary DEER regarding the investments (the financial part of the investments' individual plan);
  • RON 51.2 mn represents the 2021 annual financial plan of EFSA regarding the investments (the financial part of the investments' individual plan);
  • RON 11.6 mn represents the 2021 annual financial plan of SERV regarding the investments (the financial part of the investments' individual plan).

On 6 May 2021, ELSA's Board of Directors elected Mr. Iulian Cristian Bosoanca as Chair of the Board of Directors starting with 6 May 2021 until 31 December 2021 and decided the following composition of the consultative committees, starting with 6 May 2021 and until 31 December 2021:

  • The Audit and Risk committee:
    • Mr. Radu Mircea Florescu Chair;
    • Mr. Dragos-Valentin Neacsu Member;
    • Mr. Iulian Cristian Bosoanca Member.
  • The Nomination and Remuneration committee:
    • Mr. Adrian-Florin Lotrean Chair;
  • Mr. Radu Mircea Florescu Member;
  • Mr. Ion Cosmin Petrescu Member.
  • The Strategy and Corporate Governance committee:
    • Mr. Gicu Iorga Chair;
    • Mr. George Cristodorescu Member;
    • Mr. Adrian-Florin Lotrean Member.

Litigations

▪ On 3 February 2021, the Bucharest Court, Civil Section VII, confirmed the reorganization plan of the company Transenergo Com S.A. (Transenergo), proposed by the special administrator from the case no. 1372/3/2017. According to this plan, unsecured creditors will not benefit from any distributions of amounts. ELSA holds an unsecured receivable in amount of RON 37 mn composed of the main debit of RON 35.7 mn and of penalties of RON 1.3 mn calculated until the date of insolvency proceedings' opening. Since ELSA is the beneficiary of an insurance policy in amount of RON 4 mn having as object the guarantee of the payment obligations of Transenergo resulting from the BRP Services Agreement no. 77/2005, the amount of RON 4 mn was submitted under the resolutive condition of recovering the amounts from the insurer. ELSA appealed the sentence confirming the reorganization plan, appeal that was the object of file no. 1372/3/2017/a35 of the Bucharest Appeal Court.

On 23 June 2021, the court definitively rejected the appeal filed by ELSA against the decision for the confirmation of the reorganization plan of Transenergo Com S.A. no. 469/3 February 2021 issued by Bucharest Tribunal – Civil Section VII - in case no. 1372/3/2017.

Considering that the exposure registered by ELSA in relation to Transenergo was fully provisioned, this file resolution has no negative impact on the company's financial results for 2020 or 2021, the impact being recorded in the previous periods (2016 and 2017 years).

▪ By the conclusion from 27 April 2021, the Bucharest Tribunal decided to suspend the trial of the case that forms the object of file no. 35729/3/2019 until the final settlement of the file no. 2229/2/2017, pending before the Bucharest Court of Appeal.

File no. 35729/3/2019 has as object the underscoring of the patrimonial liability of the persons who have held positions of directors and respectively of executive managers of ELSA, for not fulfilled and/or improperly fulfilled obligations, according to art. 155 of Law no. 31/1990, which determined the damages retained by the Romanian Court of Accounts by Decision no. 11/23 December 2016, as well as against the representative of the Authority of Valuation of the State Assets in ELSA's OGMS on 10 December 2008 and the issuer of the voting mandate for the respective OGMS.

▪ The decision no. 1368/18 December 2020 issued in retrial of case no. 4804/2/2020 (former no. 7341/2/2014) of the Bucharest Court of Appeal by which it dismissed the action and the intervention requests as unfounded, became final by non-appealing it by Fondul Proprietatea. The object of the case is Fondul Proprietatea's request for the cancellation of art. I, points 2, 3, 8, 9 and 10 of ANRE Order no. 112/2014 for amending and completing the Methodology for setting the electricity distribution service tariffs, approved by ANRE Order no. 72/2013.

ELSA and DEER are accessory intervenients in the case.

Other events

  • On 1 May 2021, the mandate agreement of the Chief Corporate Development Officer, Ms. Anamaria-Dana Acristini-Georgescu, effectively terminated upon lapse of the four-year duration.
  • On 10 June 2021, was signed the Addendum no. 1 to the Convention no. 25/5 February 2020 concluded by ELSA with EFSA on Internal Treasury, by which the amount that can be borrowed by EFSA within the Convention is increased from up to RON 30 mn to up to RON 180 mn.

Events after the reporting period

  • On 28 July 2021, three shares Sales and Purchase Agreements ("SPAs") were signed in three project companies, by ELSA, as buyer, with Mr. Emanuel Muntmark and with Mr. Catalin Mrejeru, as sellers, having as main object of activity the production of energy from renewable sources, as follows:
    • A SPA regarding the acquisition of 100% of the shares held by the sellers in Crucea Power Park SRL for an estimated total price of EUR 8,470,000. The final price will be determined by adjusting the total estimated price depending on the production capacity, respectively the authorized storage, based on a contractually established calculation formula. Crucea Power Park SRL develops the eolian project "Crucea Est", with a designed installed capacity of 121 MW and a projected electricity storage capacity of 60 MWh (15 MW x 4h), located outside the Crucea commune, Constanta county;
    • A SPA regarding the acquisition of 100% of the shares held by the sellers in Sunwind Energy SRL for a total estimated price of EUR 1,485,000. The final price will be determined by adjusting the total estimated price according to the authorized production capacity, based on a contractually established calculation formula. Sunwind Energy SRL is developing the photovoltaic project "Satu Mare 2" with a designed installed capacity of 27 MW, located near Satu Mare;
    • A SPA regarding the acquisition of 100% of the shares held by the sellers in New Trend Energy SRL for a total estimated price of EUR 3,245,000. The final price will be determined by adjusting the total estimated price according to the authorized production capacity, based on a contractually established calculation formula. New Trend Energy SRL develops the photovoltaic project "Satu Mare 3", with a designed capacity of 59 MW, located near Satu Mare.

The SPAs stipulate the acquisition by Electrica of the shares in the three companies and the payment of the corresponding price in four stages; in the first stage, when signing the sale-purchase agreements, 30% of the share capital of the three companies will be acquired, and subsequently the rest of the shares will be acquired depending on the development stage of the project and provided that the suspensive conditions are met.

The shareholders attending the EGMS dated 11 August 2021 approved mainly the following:

  • The empowerment of the ELSA representative to participate in the EGMS of DEER and to express the vote in favor of the approval of the transfer of one share held by ELSA in DEER to SERV, representing 0.00000071% of DEER's share capital, for the total price of RON 10 and approving the amendment of article 6 - Share Capital, from the Articles of Association (AoA) of DEER, to reflect the new shareholdings of the two shareholders;
  • The empowerment of the ELSA representative to participate in the EGMS of SERV and to express the vote in favor of the approval of the transfer of one share held by ELSA in SERV to DEER, representing 0.00001905% of SERV's share capital, for the total price of RON 10 and approving the amendment of article 6 - Share Capital,

from the Articles of Association of SERV, to reflect the new shareholdings of the two shareholders;

  • The participation of ELSA, as founding member, to the establishment of Electrica Foundation;
  • The amendment of the Articles of Association of ELSA, regarding:
    • the alignment of the art. 12, para. (2) provisions with the provisions of Law 24/2017 regarding the issuers of financial instruments and market operations;
    • the introduction of a new attribution of the OGMS regarding the approval of the Remuneration Policy for Directors and Executive Managers;
    • the completion of the situations in which the secret vote is applied, in accordance with the applicable legal provisions.
  • The ELSA's participation, together with SERV, in the establishment of a new legal entity Electrica Productie Energie S.A., organized as a joint stock company, a subsidiary of ELSA, in which ELSA holds a percentage of 99.9920% of the share capital and SERV holds a percentage of 0.0080% of the share capital.

Measures adopted in COVID-19 context

In the context of the crisis generated by the COVID-19 pandemic, ELSA's representatives frequently communicated with all the stakeholders, announcements being released to present the measures taken by the Group companies and COVID-19's impact on them.

In the fight against COVID-19 pandemic, ELSA has adopted all the necessary measures so that the activity of the companies within the Group to continue to be carried out under normal conditions.

The management permanently monitors the financial performance and liquidity of the Group companies on several tiers, to ensure the availability of the necessary funds for carrying out the activity, by analysing with priority the cash flow, including the impact that the legislative changes may have on the Group's activities. The aim is to secure the collection of receivables from customers, to use the banking structures for liquidity concentration ("cash-pooling"), as well as the financing facilities available for the companies within the Group.

3. Shareholders' Structure

Until July 2014, the Romanian State, through its representative (currently, the Ministry of Energy), was the sole shareholder of ELSA. As of 4 July 2014, after the Initial Public Offering, the Company's shares are listed on the Bucharest Stock Exchange (BSE – ticker EL), and the Global Depositary Receipts are listed on the London Stock Exchange (LSE – ticker ELSA).

After the secondary public offer that ended on 3 December 2019, during which a total number of 208,554 new shares were subscribed, with a nominal value of RON 10 and a total nominal value of RON 2,085,540, the ownership structure according to the Central Depository records (Romanian: Depozitarul Central) as of 30 June 2021, is the following:

Shareholder Number of shares
held
Percent of the
share capital
Shares with
voting right
Percent of shares
with voting right
Romanian State through the
Ministry of Energy
169,046,299 48.7948% 169,046,299 49.7850%
The
European
Bank
for
Reconstruction and Development
17,355,272 5.0096% 17,355,272 5.1112%
Electrica (no voting rights) 6,890,593 1.9890% 0 0.0000%
Bank of New York Mellon – GDRs 2,693,556 0.7775% 2,693,556 0.7933%
Other legal persons 135,047,092 38.9810% 135,047,092 39.7720%
Individual persons 15,410,785 4.4483% 15,410,785 4.5386%
TOTAL 346,443,597 100.0000% 339,553,004 100.0000%

Source: Central Depository, Electrica

Note 1: The total shares with voting rights - 339,553,004, representing the total number of shares (346,443,597) without the number of own shares held by Electrica (6,890,593), for which the voting right is suspended

Note 2: Paval Holding, NN Group NV and Allianz SE own, directly or indirectly, between 5% and 10% of the total number of shares with voting right

As of 30 June 2021, the most significant shareholder of ELSA is the Romanian State, represented by the Ministry of Economy, Energy and Business Environment, holding 48.79% (31 December 2020: 48.79%).

The shares presented to be held by the Bank of New York Mellon represent the global depositary receipts (GDRs) owned by ELSA shareholders that are traded on the London Stock Exchange (LSE). A global depositary receipt represents four shares. The Bank of New York Mellon is the depositary bank for these securities.

Following the stabilization process after the June 2014 IPO, ELSA owns 6,890,593 of its shares, representing 1.989% of the total share capital at 31 December 2020, with suspended voting rights, which does not entitle ELSA the right to receive dividends.

4. Operational Results

Selected financial information from the condensed separate statement of profit or loss – in RON mn:

Indicator 30 June 2021
(reviewed)
30 June 2020
(not reviewed or
audited)
Variation
(%)
Revenues - 3.3 -100.0%
Other income 0.5 1.0 -46.8%
Employee benefits (16.9) (14.6) 15.5%
Depreciation and amortization (1.2) (11.5) -89.8%
Reversal of impairment of trade and other
receivables, net
0.1 - 0.0%
Impairment of property, plant and equipment,
net
- (10.5) -100.0%
Change in provisions for legal cases and non
compete clauses, net
1.0 (0.6) -
Other operating expenses (8.7) (10.6) -17.8%
Loss before finance result (25.2) (43.5) -42.2%
Finance income 351.7 238.1 47.7%
Finance costs (0.1) (0.1) -48.9%
Net finance income 351.7 238.0 47.7%
Profit before tax 326.5 194.5 67.9%
Income tax expense (0.0) (0.0) -46.8%
Profit for the period 326.5 194.5 67.9%

Source: Electrica

Revenues

The revenues recognized by ELSA during the six-month period ended 30 June 2020, of RON 3.3 mn, were generated by the service agreements related to the AMR system. Starting with July 2020, ELSA no longer provided services related to the AMR system, as the system was transferred as contribution in kind to the distribution subsidiaries' share capital (in 2020: SDTS, SDMN, SDTN).

Employee benefits

Employee benefits increased by RON 2.3 mn, or 15.5%, to RON 16.9 mn in H1 2021, from RON 14.6 mn in the same period of the previous year, being mainly the effect of the compensations payment for the revocation of several members of the Board of Directors, but also of the benefits' payment for the termination of two mandate contracts.

Depreciation and amortization

In H1 2021, the amortization and depreciation recorded a decrease of RON 10.3 mn, or 89.8%, compared to the same period of the previous year, as a result of the transfer of the AMR system assets to the distribution subsidiaries in June 2020, these representing the assets for which the most significant part of the depreciation charge was recorded at the company level.

Impairment of property, plant and equipment

In H1 2021, the impairment of property, plant and equipment had a favorable effect of RON 10.5 mn, as in 2020 a RON 9.4 mn impairment was recorded, recognized following the valuation of the assets related to the AMR system, in order to be contributed in kind to the distribution subsidiaries' share capital.

Other operating expenses

In the first six months of 2021, the other operating expenses decreased by RON 1.9 mn, or 17.8%, to RON 8.7 mn, from RON 10.6 mn in the same period of the previous year, in 2020 being recorded operating expenses related to the AMR system, expenses that have no correspondent in 2021.

Loss before finance result

As a result of the factors described above, in H1 2021 the loss before financial result recorded a decrease of RON 18.3 mn, reaching RON 25.2 mn, from RON 43.5 mn in H1 2020.

Net financial income

ELSA's main financial income is provided by dividends distributed by its subsidiaries.

The net result for the period

As a result of the factors presented above, in the six-month period ended 30 June 2021, the net profit increased by RON 132 mn, reaching RON 326.5 mn, from RON 194.5 mn in the comparative period.

5. Financial position

The following table presents the separate statement of the financial position (amounts in RON mn):

(reviewed)
(audited)
(%)
ASSETS
Non-current assets
Property, plant and equipment
97.3
96.9
0.4%
Intangible assets
0.2
0.3
-40.2%
Investments in subsidiaries
2,284.9
2,284.9
-
Loans granted to subsidiaries – long term
1,030.0
1,030.0
-
Right of use assets
1.0
1.4
-33.1%
Total non-current assets
3,413.3
3,413.5
0.0%
Current assets
Cash and cash equivalents
81.9
193.5
-57.7%
Restricted cash
320.0
320.0
-
Trade receivables
0.7
0.4
80.8%
Other receivables
378.3
180.8
109.3%
Prepayments
0.3
0.4
-28.9%
Total current assets
781.3
695.1
12.4%
Total assets
4,194.6
4,108.6
2.1%
EQUITY AND LIABILITIES
Equity
Share capital
3,464.4
3,464.4
-
Share premium
103.0
103.0
-
Treasury share reserves
(75.4)
(75.4)
-
Pre-paid
capital
contributions
in
kind
from
0.0
0.0
shareholders
Revaluation reserves
12.6
12.6
-0.1%
Legal reserves
212.0
212.0
-
Other reserves
35.6
35.6
-
Retained earnings
375.6
296.9
26.5%
Total equity
4,127.9
4,049.3
1.9%
Liabilities
Non-current liabilities
Lease liability – long term
0.2
0.5
-59.5%
Employee benefits
1.6
1.5
7.3%
Total non-current liabilities
1.8
1.9
-9.4%
Current liabilities
Lease liability – short term
0.8
1.0
-17.8%
Trade payables
5.3
7.2
-26.2%
Other payables
47.8
36.0
32.7%
30 June 2021
(reviewed)
31 December 2020
(audited)
Variation
(%)
Deferred revenue 0.1 0.2 -62.3%
Employee benefits 6.1 7.2 -14.7%
Provisions 4.8 5.8 -17.4%
Total current liabilities 64.9 57.3 13.2%
Total liabilities 66.7 59.3 12.4%
Total equity and liabilities 4,194.6 4,108.6 2.1%

Source: Electrica

Non-current assets

As of 30 June 2021, the value of ELSA's non-current assets remained at a similar level compared to the end of 2020.

Current assets

As of 30 June 2021, the current assets increased by RON 86.2 mn compared to 31 December 2020, or 12.4%, from RON 695.1 mn to RON 781.3 mn, this evolution being mainly the net effect of the decrease in the cash and cash equivalents value and of the increase in the other receivables level. Below is the evolution of the current assets that generate most of the variation.

Cash and cash equivalents

Cash and cash equivalents include balances of cash, demand deposits and deposits with maturities of up to three months that have an insignificant exposure to the fair value changes risk.

As of 30 June 2021, cash and cash equivalents decreased by RON 111.6 mn or 57.7% to RON 81.9 mn, from RON 193.5 mn to 31 December 2020, mainly from the reduction in the level of deposits with a maturity of up to three months.

Other receivables

Other receivables increased by RON 197.5 mn in H1 2021, to RON 378.3 mn, from RON 180.8 mn on 31 December 2020; this variation is generated by the increase of receivables related to the cash-pooling structure.

Other payables

Other payables increased in H1 2021 by RON 11.8 mn, reaching the value of RON 47.8 mn, from RON 36 mn at the end of 2020, mainly due to the increase of the cash pooling payables balance.

6. Statement of cash flows

The following table presents the separate statement of cash flows of ELSA (amounts in RON mn):

30 June 2021 30 June 2020
(not reviewed
Variation
(reviewed) or audited) (%)
Cash flows from operating activities
Profit for the period 326.5 194.5 67.9%
Adjustments for:
Depreciation 0.6 10.2 -94.2%
Amortization 0.6 1.3 -54.2%
Impairment of property, plant and equipment, net - 10.5 -100.0%
(Gain)/ Loss from the disposal of tangible assets (0.0) 0.6 -
Reversal of impairment of trade and other receivables, net (0.1) - -
Net finance income (351.7) (238.0) 47.7%
Changes in employee benefits obligations - (0.4) -100.0%
Changes in provisions, net (1.0) 0.6 -
Income tax expense 0.0 0.0 -46.8%
(25.1) (20.7) 21.1%
Changes in:
Trade receivables (0.3) 4.0 -
Other receivables 2.8 (13.4) -
Trade payables (1.9) (3.2) -39.2%
Other payables 1.5 17.4 -91.6%
Employee benefits (1.0) (0.1) 770.4%
Cash used in operating activities (24.0) (16.0) 49.8%
Interest paid (0.0) (0.0) -35.1%
Net cash used in operating activities (24.0) (16.0) 49.7%
Cash flows from investing activities
Payments for purchases of property, plant and equipment (0.9) (3.5) -74.4%
Proceeds from the sale of property, plant and equipment 0.0 0.0 -
Proceeds from deposits with maturity of 3 months or longer - 66.5 -100.0%
Cash used by subsidiaries under the cash pooling facility (189.1) (143.6) 31.7%
Interest received 20.2 20.6 -2.0%
Dividends received 329.5 215.0 53.3%
Net cash from investing activities 159.7 154.9 3.1%
Cash flows from financing activities
Dividends paid (246.8) (244.9) 0.8%
Payment of lease liabilities (0.5) (0.4) 21.7%
Net cash used in financing activities (247.3) (245.3) 0.8%
Net decrease in cash and cash equivalents (111.6) (106.4) 4.8%
Cash and cash equivalents at 1 January 193.5 180.3 7.3%
Cash and cash equivalents at 30 June 81.9 73.9 10.9%

Source: Electrica

In H1 2021, the net decrease of cash and cash equivalents was of RON 111.6 mn.

The net cash used in operating activities was of RON 24 mn. The net profit was RON 326.5 mn; the main net profit adjustments for non-monetary elements were: adding the depreciation and amortization in the amount of RON 1.2 mn, substracting the net financial result of RON 351.7 mn and the net change in provisions of RON 1 mn.

The working capital changes had a favorable effect, of RON 1.1 mn, the highest impact being generated by the positive change of other receivables, of RON 2.8 mn, and of other payables, of 1.5 mn, but also by the negative variation of trade payables, in the amount of RON 1.9 mn, and of employee benefits, of RON 1 mn.

From the investing activity was generated cash in the amount of RON 159.7 mn, the highest values being related to the dividends received, of RON 329.5 mn, effect reduced by the net change in the cash pooling structure, of RON 189.1 mn.

The financing activity generated a cash and cash equivalents reduction of RON 247.3 mn, the main factor being the payment of dividends to shareholders, respectively RON 246.8 mn.

In H1 2021, the net decrease of cash and cash equivalents was of RON 106.4 mn.

The net cash used in the operating activities was RON 16 mn. The net profit was RON 194.5 mn; the main net profit adjustments for non-monetary elements were: adding the depreciation and amortization in the amount of RON 11.5 mn, the net impairment of property, plant and equipment of RON 10.5 mn and the net change in provisions of RON 0.6 mn, and substracting the net financial result, of RON 238 mn.

The working capital changes had a favorable effect, of RON 4.7 mn, the highest impact being generated by the positive change of other payables, of RON 17.4 mn and of trade receivables, of RON 4 mn, but also by the negative variation of other receivables, in the amount of RON 13.4 mn, and of trade payables, of RON 3.2 mn.

From the investing activity was generated cash in the amount of RON 154.9 mn, the highest values being related to the dividends received, of RON 215 mn, to the proceeds from deposits with maturity of three months or longer, of RON 66.5 mn, and interest received, of RON 20.6 mn, effect reduced by the net change in the cash pooling structure, of RON 143.6 mn.

The financing activity generated a cash and cash equivalents reduction of RON 245.3 mn, the main factor being the payment of dividends to shareholders, respectively RON 244.9 mn.

7. Outlook

The first semester of 2021 was influenced by the public health events that started in 2020 (the COVID-19 pandemic declared by the WHO on 11 March 2020) and the impact of these events on the business and social environment.

ELSA and its subsidiaries activate in a key economic sector and therefore is closely monitoring both the national and the international context, in order to make the best decisions in the following period and for addressing the challenges on the short and medium term.

Globally, the budgets of countries where the number of pandemic infestations is high and economic sectors such as services, production, transportation, as well as commerce and international trade are affected, all these elements influencing the energy demand, the consumers' behavior, as well as the measures taken by the authorities, both for the energy sector and for the economic environment in general.

The current strategy of the Electrica Group, represented by ELSA and its subsidiaries, is built on a set of trends and assumptions, and the acceleration of digitalization is one of its objectives. This aspect is even more important as during the following period it is necessary to continue to support the measures of social distancing, the need for

remote intervention and back-up, as very relevant aspects for its activities. Thus, it will continue the efforts already started to support investments in IT tools and automation, both for streamlining processes and for increasing the performance of its distribution networks.

Considering the energy policies developed at both EU and national level, as well as the international context of the energy markets, the following trends are expected to characterize on medium and long term the local electricity market:

  • Volatility of electricity price, with an accentuated increasing trend correlation of exogenous factors to the industry - tightening of the environmental conditions in which producers must operate, limiting primary energy sources through imperative policies, the lack of policies to stimulate the emergence of new producers – as well as some endogenous ones - the tendency to sell only for short periods and congestion in the balancing and peak area - accentuates price volatility and the increasing trend;
  • Increased competition between the players in the electricity supply market at national level, especially in terms of diversifying the portfolio of products offered to customers (offers for natural gas, insurance, home appliances etc.) and digital services offered (mobile applications, invoices and online payments, extending the customer service through chat solutions); the supply market liberalization imposed the priorities' rethinking and establishing strategies for maintaining the market share;
  • The new legislation introducing provisions related to the non-regulated market transactions, will also influence the electricity market and future strategies of the SoLR regarding portfolios' management;
  • In the electricity distribution area, the regulatory trend is to provide remuneration to the distribution operator considering both the quality of the service, as well as the operational costs and efficiency based on comparative analysis between DSOs;
  • Electricity distributed generation technologies will determine the distribution operators to adapt their processes and strategies regarding the upgrade and development of the network and to offer solutions to the independent producers, considering the appearance of prosumers, which are active participants in the energy market; in this context, significant investments are necessary in order to improve both the transmission and the distribution infrastructure;
  • On the long term, full electric vehicles, light commercial vehicles and electrification of railways are expected to increase the consumption of electricity in the transportation sector.
  • Future development of technologies will support energy efficiency policies such as:
    • Development of transmission and distribution networks, including smart grid and smart metering;
    • End-use energy efficiency (thermal integrity of buildings, lighting, electric appliances, motor drives, heat pumps etc.);
  • The smart metering implementation will offer complex tariffs options to the consumers, detailed information regarding the consumption profile, which might lead to increased flexibility and demand reduction during peak periods. Thus, the consumers shall be better informed and involved in decision-making process, as active participants. The smart metering implementation pace depends on the implementation calendar adopted at national level;
  • The significant reduction in the cost of photovoltaic technologies is an opportunity for the development of smallscale generation projects, especially in the domestic area;
  • The development of the transmission and distribution infrastructure and long-distance interconnection will become a necessity. The electricity market target model, which implies the development of Europe's internal electricity market, will continue to evolve and be in line with future trends and challenges in the energy industry.

The key drivers of changes in the electricity market are presented in the following table:

Key drivers Description Impact on
GDP evolution and
industry structure
The economic growth is a determinant factor of electricity demand. Although there is not a
one-to-one relationship between GDP growth rate and electricity demand growth rate, there is
a positive correlation, mainly between the industrial demand for electricity and economic
growth. In the future, household and industrial electricity demand will also be influenced by
energy efficiency policies.
The increase of electricity consumption was a constant trend in Romania in the last years.
The COVID-19 pandemic has temporarily reduced electricity consumption, but the general
upward trend will be maintained.
GDP evolution and
industry structure
Demographic
evolution
and
technology
development
In contrast with the demographic decline recorded at EU and Romanian level, the electricity
consumption is positively impacted by the changes in the consumer behavior and the increase
in urbanization. For example, the massive increase in the number of connected devices and
implicitly, in a less accelerated manner, in the electricity consumption, maintains the increasing
trend of consumption. However, due to rising prices, the percentage of the population affected
by the energy poverty is expected to increase.
Electricity
consumption
Changes in regulatory
framework
The regulatory framework has undergone major changes with the aim of aligning the Romanian
legislation with the EU legislation. Although important steps have been taken, other major
changes are expected to occur in the next decade, particularly following the new Framework
Strategy for a European Energy Union, which highlights the need for integration and
cooperation amongst member states.
In 2019, the 4th regulatory period began, and ANRE approved significant changes to the
Methodology both in 2019 and 2020 for all elements of the tariff (regulated rate of return,
regulated assets base, network losses, operating and maintenance expenses, dynamic
distribution tariffs starting with 2020).
In 2020, the most complex process of revision of secondary legislation in recent years (47
regulations) took place in order to align with the amendments of Energy Law, the 15-minute
Settlement, financing the connection works of domestic and non-domestic customers with
shorter lengths of 2.5 km.
For the supply segment, the total liberalization of the electricity market as of 1 January 2021
and the dynamics thus generated among customers and suppliers create implications on energy
purchases strategies, sales to end customers, development of new products and services. Also,
as a result of the deregulation of end-user prices, the regulatory and monitoring framework
shifted towards quality of supply, especially as regards offers, contracts, handling of customers'
complaints/requests, etc
Electricity prices
Technological
development
Smart networks and smart meters will create benefits for the end consumers, distribution
operators and suppliers in terms of energy efficiency, resource optimization and network
operation, implementation of demand response etc. It is necessary to prepare the networks
and to integrate the distributed resources (storage solutions, micro-grids, local production,
electric machines, etc.), also considering the management of their impact.
Electricity prices and
consumption
Increase in
environmental
awareness
Romania has adopted the EU 20-20-20 targets, aiming to reduce greenhouse gas emissions,
improve energy efficiency and raise the share of renewable energy. Moreover, the 2030
Framework provides even more ambitious targets and therefore more efforts are needed from
governments and market players to achieve them.
Electricity prices and
consumption,
regulatory
framework

Source: Electrica

8. Statements

Based on the best available information, we confirm that the interim condensed separate financial statements reviewed for the six month period ended 30 June 2021 prepared in accordance with the International Accounting Standard IAS 34 – Interim Financial Reporting, provides an accurate and real image regarding Electrica S.A.'s financial position, the financial performance and the cash flows, as required by the applicable accounting standards, and that this Report, prepared in accordance with art. 67 of the law no. 24/2017 on issuers of financial instruments and market operations and to annex no. 14 to ASF Regulation no. 5/2018 for the six month period ended 30 June 2021, comprises accurate and real information regarding the Company's development and performance.

Chair of the Board of Directors,

Iulian Cristian BOSOANCA

Chief Executive Officer,

Corina Georgeta POPESCU

Chief Financial Officer,

Mihai DARIE

9. Litigations

ELSA litigations in the first semester of 2021 (updated as of 2 September 2021):

1. Disputes with ANRE

Crt.
no.
Parties/Case file
number
Subject matter Court Case status
1 Plaintiff: ELSA
Defendant: ANRE
192/2/2015
Cancellation of ANRE's Order no. 146/2014
regarding
the
establishment
of
the
regulated rate of return considered to the
approval of the tariffs for the electricity
distribution
service
provided
by
concessionary
DSOs
starting
with
1
January 2015 and the abrogation of Art.
122 of the Tariff Setting Methodology for
Electricity Distribution Service, approved
by the ANRE Order no. 72/2013.
High Court
of Cassation
and Justice
Appeal –
suspended
until the
settlement
of
case
no.
7341/2/2014
(actual
4804/2/2020), settled definitively
on 30.06.2021.
2 Plaintiff: ELSA;
Defendant: ANRE;
361/2/2015
Cancellation of ANRE Order no. 155/2014
regarding the approval of the specific
tariffs for the electricity distribution service
and the price for the reactive energy for
DEER (ex SDTN).
High Court
of Cassation
and Justice
Suspended until the settlement of
the case file no. 192/2/2015.
3 Plaintiff: ELSA;
Defendant: ANRE;
360/2/2015
Cancellation of ANRE Order no. 156/2014
regarding the approval of the specific
tariffs for the electricity distribution service
and the price for the reactive energy for
DEER (ex SDTS).
High Court
of Cassation
and Justice
Suspended until the settlement of
the case file no. 192/2/2015.
4 Plaintiff: ELSA;
Defendant: ANRE;
340/2/2016
Action for partial annulment (regarding the
special tariffs) of the administrative act –
ANRE Order 171/2015.
High Court
of Cassation
and Justice
Appeal -
Suspended until the
settlement of the case file no.
192/2/2015.
5 Plaintiff: ELSA;
Defendant: ANRE;
342/2/2016
Action for partial annulment (regarding the
special tariffs) of the administrative act –
ANRE Order. No. 172/2015.
High Court
of Cassation
and Justice
Appeal -
Suspended until the
settlement of the case file no.
192/2/2015.
6 Plaintiff:
ELSA;
DEER
Defendant: ANRE;
7614/2/2018
Action for partial annulment of ANRE Order
no. 169/2018 regarding the approval of
the Tariff Setting Methodology for the
Electricity Distribution Service.
Bucharest
Court of
Appeal
In course of settlement.
7 Plaintiff:
ELSA;
DEER
Defendant: ANRE
7591/2/2018
Action for the annulment of the ANRE
Order
no.
168/2018
regarding
the
regulatory rate of return and obliging
ANRE to issue a new order.
Bucharest
Court of
Appeal
In course of settlement.
8 Plaintiff:
Fondul
Proprietatea
Defendant: ANRE
Intervenient: ELSA;
DEER
4804/2/2020
(former
7341/2/2014)
Legal action for the partial annulment of
ANRE Order no. 112/2014 regarding the
amendment and completion of the tariff
setting methodology for the electricity
distribution service, approved by the ANRE
Order no. 72/2013.
Bucharest
Court of
Appeal
Retrial – the action was dismissed
as unfounded. The decission is
definitive by non appleal by the
plaintiff.
Crt.
no.
Parties/Case file
number
Subject matter Court Case status
9 Plaintiff:
ELSA,
DEER
Defendant: ANRE
434/2/2019
Legal action for annulment of ANRE Order
197/2018 regarding the approval of the
specific
tariffs
for
the
electricity
distribution service and the price for the
reactive electric energy for DEER (ex
SDMN).
Bucharest
Court of
Appeal
In course of settlement.
10 Plaintiff:
ELSA,
DEER
Defendant: ANRE
435/2/2019
Legal action for annulment of ANRE Order
199/2018 regarding the approval of the
specific
tariffs
for
the
electricity
distribution service and the price for the
reactive energy for DEER (ex SDTS).
High Court
of Cassation
and Justice
On 9 June 2020, the court
rejected the action as unfounded.
An appeal was filed, in filter
proceedings.
11 Plaintiff:
ELSA,
DEER
Defendant: ANRE
436/2/2019
Legal action for annulment of ANRE Order
198/2018 regarding the approval of the
specific
tariffs
for
the
electricity
distribution service and the price for the
reactive energy for DEER (ex SDTN).
Bucharest
Court of
Appeal
In course of settlement.

Source: Electrica

2. Fiscal matter disputes

Crt.
no.
Parties/Case file
number
Object Court Case status
1 Plaintiff: ELSA
Defendant: NAFA
17237/299/2017
1. Suspension of forced execution initiated
by NAFA-DGAMC in the enforcement file
no. 13267221 under the enforceable order
no. 13725/3 May 2017 and of the no.
13739/03 May 2017;
2. Cancellation of the enforcement order
no. 13725/3 May 2017, of the no.
61/90/1/2017/263129 (which also bears
the No. 13739/3 May 2017) issued by
NAFA-DGAMC for the amount of RON
39,248,818 and all subsequent execution
orders issued in connection with the forced
execution
of
the
amount
of
RON
39,248,818 in the execution file no.
13267221.
District
1
Court
Suspended
until
the
final
settlement
of
case
no.
9131/2/2017.
2 Plaintiff: ELSA
Defendant: NAFA
9131/2/2017
Annulment of the tax decisions issued by
NAFA and communicated to the company
by address no. 665/17 March 2017, new
accessories amounting to RON 39,053,522.
High Court
of
Cassation
and Justice
Action admitted on merits. ANAF
filed an appeal, in course of
settlement.
3 Plaintiff: ELSA
Defendant: NAFA
6043/2/2018
1. Obligation of NAFA to correct the
evidence of tax receivables, so that it
reflects the decisions given by the courts in
the disputes between the parties, through
decisions that have come into the power of
the judicial work. 2. In particular, in order
to adjust the fiscal statement in the sense
indicated in paragraph 1, the NAFA shall be
obliged to draw up those corrective
administrative acts or operations which:
a)
to
reflect
in
the
fiscal
file
the
High Court
of
Cassation
and Justice
In first instance, Electrica's action
was admitted. NAFA filed an
appeal – in course of settlement.
Crt. Parties/Case file
no. number Object Court Case status
extinguishment by prescription of the
amount of RON 16,915,950 representing
the profit tax registered in Decision no.
3/2008 (the "Main Claim") and the removal
from
its
tax
records,
'
b)
to
reflect
in
the
fiscal
file
the
corresponding
extinction
of
all
the
accessories calculated by NAFA in the Main
Claim (extinguished by prescription) and
the
removal
from
their
tax
records
(including the amount of RON 30,777,354
included in the Decision no. 357/2008).
4 Plaintiff: ELSA
Defendant: NAFA -
DGAMC
25091/299/2018
Appeal to execution and suspension of
forced execution -
cancellation of the
enforcement order no. 13566/22 June
2018 and the notice 13567/22 June 2018,
issued
in
the
execution
file
no.
13267221/61/90/1/2018/278530,
amounting
to
RON
10,024,825
(representing the partial fine from the
Competition Council).
District
1
Court
Suspended until the settlement of
case no. 3889/2/2018.
5 Plaintiff: ELSA
Defendant: NAFA -
DGAMC
2444/2/2021
1. Obligation of NAFA to correct the
evidence of tax receivables, held according
to art. 153 FPC so that it reflects the
decisions given by the courts in the
disputes between the parties, through
decisions that have come into the power of
the judicial work, respectively by: a)
Decision no. 1078/17.04.2015 issued by
the Bucharest Court of Appeal in case no.
5433/2/2013;
b)
Decision
no.
5154/26.06.2017
issued
by
Bucharest
District
1
Court
in
case
no.
51817/299/2016*;
c)
Decision
no.
624/06.03.2015 issued by the Bucharest
Court of Appeal in case no. 7614/2/2013;
Obligation of NAFA to draw up those acts
or administrative correction operations
which: - to reflect Electrica's right to the
reimbursement
of
RON
5,860,080
representing fiscal obligation unlawfully
reinstated in the fiscal evidence; - to reflect
Electrica's right to the reimbursement of
RON 817,521 which was not object of the
reimbursement made by NAFA on 22
September
2020,
arising
from
the
annulment of the fiscal decision in case
mentioned in item 1 above, let. a); 2.
Obligation of NAFA to pay the legal
interests related to the period 12.12.2016
– 21.09.2020, calculated in a percentage of
0.02%/day of delay for the debt amount of
RON
18,687,515
reimbursed
on
22.09.2020, in total amount of RON
Bucharest
Court
of
Appeal
Regularization proceedings.
Crt.
no.
Parties/Case file
number
Object Court Case status
5,161,491.64; 3. Establishing a 15 days
term from the decision so that NAFA
DGAMC to settle the fiscal file as indicated
above, imposing late penalties of RON
1,000/day of delay for exceeding this term,
due to Electrica by DGAMC.

Source: Electrica

3. Other significant litigations (with a value higher than EUR 500 th)

Crt.
no.
Parties/Case file
number
Object Court Case status
1 Plaintiff:
SPEEH
Hidroelectrica S.A.
Defendant: ELSA
13268/3/2015*
Obligation of Electrica to pay to SPEEH
Hidroelectrica
SA the amount of RON
5,444,761 (the loss suffered by selling
energy at an average price per MWh under
the production cost
of 1 MWh); partial
obligation to pay the unrealized benefit of
Hidroelectrica by selling the total amount of
398,300 MWh, calculated according to the
ANRE
regulations
(RON
9,646,826,
according to the written instructions dated
5 May 2015/RON 5,444,761 according to
the applicant's conclusions mentioned in
the Conclusion of 15 March 2017); ordering
the defendant to pay the legal interest from
the date of the decision until the effective
payment, court costs.
Bucharest
Court
of
Appeal
The court of first instance rejects
the exception of the prescription
of the material right to action as
unreasonable and the action as
unfounded.
Both
parties
have
appealed,
dismissed as unfounded. Both
parties
filed
an
appeal.
Hidroelectrica's
appeal
was
rejected. The ELSA appeal was
admitted, the case being sent for
retrial to the Bucharest Court of
Appeal. In the retrial, the court
admits ELSA appeal, changes the
appealed sentence in the sense
that it admits the exception of the
prescription of the material right
to action and rejects the action as
prescribed. With appeal within 30
days from the communication.
2 Creditor: ELSA
Debtor: Petprod S.A.
47478/3/2012/a1
Insolvency proceedings, registering to the
list of creditors for the amount of RON
2,591,163
Bucharest
Court
Ongoing procedure.
3 Creditor: ELSA
Debtor: CET Braila
S.A.
2712/113/2013
Bankruptcy, registering to the list of
creditors in amount of RON 3,826,035.
Braila Court Ongoing procedure.
4 Creditor:
ELSA,
AAAS, BCR SA and
others
Debtor: Oltchim S.A.
887/90/2013
Bankruptcy, remaining amount to be
recovered – RON 671,018,210.
Valcea
Court
Ongoing procedure.
5 Creditor: ELSA
Debtor: Romenergy
Industry SRL
2088/107/2016
Bankruptcy, registering to the list of
creditors in amount of RON 2,917,266.
Alba Court Ongoing procedure.
6 Creditor: ELSA
Debtor: Transenergo
Com S.A.
1372/3/2017
Insolvency
proceedings.
Amount
RON
37,088,830.
Bucharest
Court
Ongoing
reorganization
procedure.
On 03.02.2021, the
Debtor's reorganization plan was
confirmed, according to which
Crt.
no.
Parties/Case file
number
Object Court Case status
unsecured receivables do not
participate in distributions. ELSA's
appeal
against
the
sentence
confirming
the
reorganization
plan was definitively dismissed.
7 Creditor: ELSA
Debtor:
Electra
Management
&
Supply SRL
41095/3/2016
Bankruptcy. Amount: RON 6,027,537. Bucharest
Court
Ongoing procedure
8 Creditor: ELSA
Debtor:
Fidelis
Energy SRL
3052/99/2017
Insolvency proceedings. Amount: RON
11,354,912.
Iasi Court Ongoing procedure
9 Plaintiff:
EL
SERV
Defendant: ELSA
5930/3/2016*
Obligation to increase the share capital of
SEM, with the value of the lands located in
Dobroiesti, str. Zorilor no. 71, Ilfov County
("Deposits land and Fundeni thermal power
station"), with an area of 6,480 sqm, CADP
M03 no. 10982/2008, respectively from
Bucharest, Timisoara Boulevard no. 104,
district 6 ("Land for energy equipment
repair shop", with an area of 8,745 sqm,
CADP M03 no. 12917/2014 – amounting to
RON 7,344,390.
Bucharest
Court
of
Appeal
Re-trial:
By
the
decision
of
20.10.2020, the court dismissed
SEM appeal, as unfounded, so
that the sentence on merits was
maintained
by
which
the
exception of prescription was
admitted. With appeal within 30
days from the communication.
Considering
the
EGMS
SEM
Decision no. 9 / 07.11.2019 by
which the share capital of SEM
was increased with these 2 lands,
the request will remain without
object.
The
decision
no.
1369/2020
21.10.2020 pronounced by the
CAB
by
which
the
appeal
formulated by SEM was rejected,
decision remained final by not
exercising the appeal, considering
the lack of interest of SEM (the
share capital was increased with
the 2 lands).
10 Plaintiff:
ELSA
Defendant:
Competition Council
3889/2/2018
Administrative litigation -
annulment of
Competition Council Decision no. 77/20
December 2017, by which an ELSA charge
is set through a fine of RON 10,800,984
and, in the subsidiary, the reduction of the
fine set up to the legal minimum of 0.5%
of ELSA's turnover, by re-individualizing the
alleged anticompetitive facts, with the
retention and full use of all mitigating
circumstances applicable to ELSA.
High
Court
of Cassation
and Justice
The court dismissed ELSA's action
as unfounded; ELSA filed an
appeal – in course of settlement.
11 Plaintiff:
ELSA
Defendant: EL SERV
39968/3/2018
Action for damages - request payment of
penalty interest in the amount of RON
6,782,891, related to the amount of RON
10,327,442.
High
Court
of Cassation
and Justice
The first court partly admitted the
action and ordered the payment
of the legal interest calculated for
the
period
20.11.2015-
Crt.
no.
Parties/Case file
number
Object Court Case status
22.05.2018. SERV filed an appeal,
dismissed as unfunded. SERV
filled
a
recourse,
in
filter
proceedings.
12 Plaintiff:
ELSA
Defendant:
Elite
Insurance Company
44380/3/2018
Claims - request for equivalent value of the
insurance policy issued to guarantee the
obligations of Transenergo Com S.A., in the
amount of RON 4,000,000.
Bucharest
Tribunal
Suspended based on art. 307 Civil
Procedure Code.
13 Plaintiff: ELSA
Transenergo
Com
S.A.
Defendant:
Zurich
Broker de Asigurare
Reasigurare SRL
3310/3/2020
Claims – RON 4,000,000 (ELSA) and RON
97,350 and the bearing of any damage
related
to
the
non-fulfilment
of
its
obligation (Transenergo Com) – regarding
the insurance policy issued to guarantee
the payment obligations of Trasenergo
Com
Bucharest
Tribunal
The court rejected the request as
unfounded,
and
Transenergo
Com request as directed against a
person without passive procedural
capacity. With appeal within 30
days from communication. To this
file was connected the case no.
3474/299/2020.
14 Plaintiff: ELSA
Defendant:
former
directors
and
administrators
of
ELSA
35729/3/2019
Claims - claim for damages calculated as a
result of the control of the Court of
Accounts, amounting RON 322,835,121.
Bucharest
Tribunal
Suspended
untill
the
final
settlement of case 2229/2/2017.
15 Plaintiff: DEER
Debtor: ELSA
(18976/3/2020)
33763/3/2019
Claims, according to the Court of Accounts
Decision, representing payments not owed
of RON 20,350,189 made by DEER.
Bucharest
Court
Suspended
until
the
final
settlement
of
case
not.
1677/105/2017.
16 Plaintiff: DEER
Defendant: ELSA
4469/62/2018
Claims according to the Courts of Account
findings – RON 8,951,811
Brasov
Court
First instance. The High Court of
Cassation and Justice solved the
negative
competence
conflict
between
Brasov
Court
and
Bucharest Court, the case being in
course of settlement at Brasov
Court.
17 Plaintiff: EFSA
Defendant: ELSA
6665/3/2019
Claims: request of payment of invoices paid
without justificative documents, as it has
been stated by the Court of Account – RON
7,025,632.
Bucharest
Court
In course of settlement.
18 Plaintiff: EFSA
Defendant:
natural
persons
Called in guarantee:
ELSA
35647/3/2019
Claims according to art. 155 of Companies
Law no. 31/1990 for the amount of RON
7,128,509.
Bucharest
Court
Dismisses as prescribed the action
filed by the plaintiff EFSA. and
dismisses
as
objectless
the
waranty claims issued by the
defendants, two former directors
and one former general manager,
Crt.
no.
Parties/Case file
number
Object Court Case status
against ELSA. The amount for
which
ELSA
was
called
as
collateral
is
aprox.
RON
6,232,398, representing the main
debit, to which are added interest
and
payment
of
any
other
amounts that the court may
charge. EFSA is to appeal.

Source: Electrica

4. Litigations against the Romanian Court of Accounts

Crt.
no.
Parties/Case file
number
Object Court Case status
1 Plaintiff: ELSA
Defendant:
Romanian Court of
Accounts
2268/2/2014*
Suspension
and
cancellation
of
the
administrative
act:
Decision
no.3/14
January 2014 and the Resolution no. 23/17
March 2014.
High
Court
of Cassation
and Justice
First court: the claim is partly
admitted, partially cancels the
Resolution no. 23 of 17 March
2014 regarding the items 1 and 5
and the Decision no. 3/14 January
2014 regarding the items 4 and 8.
Dismisses, as ungrounded the
claim regarding items 2, 3 and 4 in
the Resolution no. 23/17 March
2014 and items 5, 6 and 7 in the
Decision no 3/14 January 2014.
Rejects the request to suspend the
execution of Decision no. 3/14
January 2014, as unfounded. ELSA
and CCR filed an appeal. The court
partly admits ELSA's request and
sent the case for retrial to the first
instance, regarding the annulment
of point 5 of the Decision no. 23/17
March 2014, related to point 8 of
the Decision no. 3/14 January
2014. Retrial phase:
On first
instance, the court rejected the
plaintiff's request for annulment of
point 5 of the Resolution no.
23/17.03.2014,
with
correspondent in point 8 of the
Decision no. 3/14.01.2014 issued
by
the
defendant.
ELSA
has
appealed the case, with term on
25.03.2022.
2 Plaintiff: ELSA
Defendant:
Romanian Court of
Accounts
Partial annulment of Decision no. 12/27
December 2016, issued by the director of
the 2nd Direction from the IVth Department
of the Court of Accounts, regarding the
faults from point 1 to 8, with the
consequence of dismissing the actions from
Bucharest
Court
of
Appeal
In course of settlement.
2229/2/2017 point 1, 3 to 9 inclusive, imposed to ELSA
Crt.
no.
Parties/Case file
number
Object Court Case status
by the disputed Decision; the partial
annulment of the conclusion no. 12/27
February 2017 of the Court of Accounts,
rejecting the objection raised by ELSA
against Decision no. 12, regarding the
faults and orders mentioned above. In
subsidiary, the extension of the deadlines
for carrying out all the measures ordered
by ELSA through Decision no. 12/27
December 2016 with at least 12 months;
the suspension of the enforceability of
Decision no. 12 until final settlement of the
present dispute.
3 Plaintiff: ELSA
Defendant:
Romanian Court of
Accounts
7780/2/2018
Administrative litigation for annulment of
Decision no. 38/9 October 2018, the
annulment of the conclusion by which the
appeal imposed by Decision no. 12/1 of 27
December
2016
was
dismissed,
the
revocation of the Decision no. 12/1 and the
cessation of any CCR control act.
High
Court
of Cassation
and Justice
The
court
of
first
instance
dismissed
the
action
as
inadmissible. ELSA filed an appeal,
with term on 26.05.2022.

Source: Electrica

5. Other litigations with significant impact

Crt.
no.
Parties/Case file
number
Object Court Case status
1 Plaintiff: ELSA
Defendant:
E

Distributie
Banat
S.A.
30399/325/2018*
Obligation to do -
Mainly obliging the
defendant to hand over the documentation
for the land in Bocsa. In subsidiary, the
obligation
to
draw
up
the
CADP
documentation and payment of damages.
Timisoara
Court
of
Appeal
Case
rejected
by
first
and
second court. ELSA filed an
appeal, admitted by court. The
appeal
court
quashes
the
contested
decision
and,
re
judging,
admits
the
appeal,
partially changes the sentence of
the first instance in the sense
that it partially admits the action
and obliges the defendant to
fulfill the formalities imposed by
H.G. 834/1991 in order to obtain
the Certificate of Attestation of
the Property Right and to hand
over
the
documentation
for
obtaining
the
certificate.
Maintains
the
sentence
regarding the rejection of the
main
end
of
the
request
regarding the obligation of the
defendant to hand over the
prepared documentation, as well
as regarding the obligation of
the
defendant
to
pay
the
comminatory
damages.
Dismisses the defendant's cross
appeal
against
the
same
judgment. Definitive.
Crt. Parties/Case file Object Court Case status
no.
2
number
Plaintiff:
ELSA
Defendant:
Baile
Herculane City
4572/208/2018
Claim for land Lot 1-NC 32024 (area of 259
sqm) and lot 2 NC 31944 (with a surface
of 1,394 sqm), both located in Baile
Herculane,
Uzinei
str.
1
and
FC
rectification.
Caras Severin
Court
The
first
court
admits
the
exception of the lack of active
procedural quality of ELSA and
dismisses the action. ELSA filed
an
appeal,
dismissed
as
unfounded.
ELSA
filled
an
appeal, admitted by court, which
sends the case for retrial to
Caras Severin Court. In course of
settlement.
3 Plaintiff:
E
Distributie Banat
Defendant: ELSA
12857/3/2019
(i) ELSA's compliance with the obligation of
not to do regarding the share capital and
the AoA of the EDB and the termination of
abusive actions consisting of the requests
addressed to the ONRC to change the
structure of the share capital and the
articles of association of the EDB by
increasing the share capital with the value
of the land in the Certificates of attestation
of the property right held by ELSA on the
land used by EDB in order to carry out the
activity; (ii) Stating the fact that Electrica
does not hold the quality of public
authority involved in the privatization
process and, consequently, acknowledging
the absence of the right of ELSA to request
ONRC to modify the constitutive act of the
EDB by increasing the share capital with
the value of the land owned by ELSA based
on CADP on the used land from EDB; (iii)
As against to the abusive actions taken in
the EDB's opinion, ELSA's obligation to pay
the damages whose existence and amount
will be proved by the deadline provided by
law.
Bucharest
Court
In course of settlement.
4 Plaintiff: ELSA, SAPE
Defendant:
E
Distributie Banat
949/39/2019
Action for the annulment of Shareholders
Decision
5/06.12.2018
(share
capital
increase for SAPE).
Timis Court In course of settlement. At this
case was connected the case no.
988/30/2019.
5 Plaintiff:
E
Distributie Banat
Defendant: ELSA
1994/30/2019/a1
Complaint against the resolution of the
ORC director.
Timisoara
Court
of
Appeal
The request was rejected. E
Distributie Banat filed an appeal
for
annulment
(case
no.
793/59/2021),
rejected.
E
Distributie Banat filed a request
for
review
(case
no.
880/59/2021), which is course
of settlement.
6 Plaintiff: ELSA
Defendant:
UAT
Targu Neamt
122/321/2020
1. obliging the defendant to leave us in full
ownership and possession the land with an
area of 3,389 sqm, located in Targu
Neamt,
2. rectification of the entries from the land
Neamt
Tribunal
The action was dismissed on
merits. ELSA filed an appeal,
dismissed as unfounded. The
decision is appealable.
Crt. Parties/Case file Object Court Case status
no. number
book no. 55409 of the City of Targu
Neamt, in the sense of suppressing the
inappropriate registrations made in it, in
order to agree the tabular status with the
real
legal
situation
of
the
building,
respectively
the
cancellation
of
the
property right of the tabular owner Targu
Neamt and the registration of the property
right of the Energy Company Electrica SA
3. Order the defendant to pay the court
costs.
7 Plaintiff: ELSA
Defendant:
UAT
Bicaz
91/188/2020
1.obliging the defendant to leave us in full
ownership and possession the land in the
area of 10,524 sqm (from documents
22,265 sqm), located in Bicaz,, Jud.
Neamt.
2. rectification of the entries from the land
book no. 52954 of Bicaz City, in the sense
of suppressing the inappropriate entries
made in it, in order to agree on the tabular
status with the real legal situation of the
building, respectively the cancellation of
the property right of the tabular owner
Bicaz City and the registration of the
property right of Societatea Energetice
Electrice
Electrica
S.A.
3. Order the defendant to pay the court
costs.
Bicaz Court In course of settlement.
8 Plaintiff: ELSA
Defendant:
Videle
City, through Mayor
948/335/2020
1.obliging the defendants to leave us in full
ownership
and
possession
the
land
surfaces that overlap with the land located
in
Aleea
FRE
street
no.
1,
Videle,
Teleorman county, for which we hold
CADP.
2. the delimitation of the above-mentioned
properties, by establishing the boundary
line according to the property deeds of the
parties;
3. rectification of the entries in the land
book and registration of the property right
of the plaintiff ELSA on this area of land
Videle Court In course of settlement.
9 Plaintiff : ELSA and
the subsidiaries
Defendant:
Romanian
Gouvernment
3781/2/2020
Annulment
of
administrative
act:
Government Decision 1041/2003 on some
measures to regulate the facilities granted
to pensioners in the electricity sector.
High Court of
Cassation and
Justice
Case dismissed on merits; it was
filed
an
appeal,
in
filter
proceedings.
10 Plaintiff: ELSA
Defendant: Kaufland
Romania
SCS,
Municipiul Deva, prin
Primar si Consiliul
1. obliging the defendants to leave us in
full ownership and possession the land
surfaces that overlap with the ELSA land
located in Deva municipality, Dorobanți
street no. 1, Hunedoara county, as follows:
Deva Court In course of settlement.
Crt. Parties/Case file Object Court Case status
no. number
Local al Municipiului
(a) Kaufland Romania SCS - land areas of
Deva 15 sqm and 50 sqm (part of the Kaufland
156/221/2021 Deva parking lot), identified by IE 68452,
which overlap to the N-W with the land
owned by Electrica; (b) Deva Municipality,
through the Mayor and the Local Council of
Deva Municipality - land areas: (i) 2 sq m
(part of the "Playground for children"),
identified by IE 71851, which overlaps to
the NE with the land in the ownership of
Electrica and (ii) of 23 sqm (part of "Calea
Zarandului"), identified by IE 75973, which
overlaps to the SW with the land owned by
Electrica; 2. the delimitation of the above
mentioned properties, by establishing the
boundary line according to the property
deeds of the parties; 3. rectification of the
entries in the land book regarding the
above-mentioned land areas, in the sense
of suppressing the inappropriate entries
made in it, in order to reconcile the tabular
status with the real legal situation of the
real estate, respectively of the cancellation
of the property right tabular owners and
the registration of the property right of the
applicant ELSA over these land areas.
1. obliging the defendant to leave us in full
ownership and possession the land with an
area of 529 sqm identified with no.
Cadastral 306526, registered in CF no.
306526 a loc. Chisineu Cris, Jud. Arad,
located in Chișineu Criș, str. Înfrățirii no.
63, Arad county, as well as the land with
an area of 121 sqm, identified with no.
Cadastral 306527, registered in CF no.
Plaintiff: ELSA 306527 a loc. Chisineu Cris, Jud. Arad,
11 Defendant:
UAT
located in Chișineu Criș, str. Înfrățirii no. Chisineu Cris In course of settlement.
Chisineu Cris 63, Arad County. 2. rectification of the Court
2143/210/2020 entries in the land books no. 306526 and
306527 of the City of Chisinau Cris, in the
sense of suppressing the inappropriate
entries made in them, in order to reconcile
the tabular status with the real legal
situation of the buildings, respectively the
cancellation of the property right of the
tabular owner Chisinau City Cris and
registration of the property right of ELSA
3. Order the defendant to pay the costs.

Source: Electrica

Condensed Separate Interim Financial Statements

as at and for the six month period ended

30 JUNE 2021

prepared in accordance with

International Accounting Standard 34 - "Interim Financial Reporting", as adopted by the European Union

Free translation from Romanian, which is the official and binding version

CONDENSED SEPARATE INTERIM FINANCIAL STATEMENTS AS AT AND FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021

PREPARED IN ACCORDANCE WITH IAS 34 "INTERIM FINANCIAL REPORTING" AS ADOPTED BY THE EUROPEAN UNION

Contents

Condensed separate statement of financial position I
Condensed separate statement of profit or loss 3
Condensed separate statement of comprehensive income 4
Condensed separate statement of changes in equity 5
Condensed separate statement of cash flows
Notes to the condensed separate interim financial statements
1. Reporting entity and general information 9
2. Basis of accounting 10
3. Basis of measurement 11
4. Significant accounting policies 11
5. Revenue 11
6. Net finance income 11
7. Earnings per share 12
8. Dividends 12
9. Other receivables 12
10. Cash and cash equivalents 13
11. Other payables 13
12. Financial instruments - fair values 13
13. Related parties 14
14. Contingencies 18
15. Subsequent events 19

SOCIETATEA ENERGETICA ELECTRICA S.A. CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2021

(All amounts are in RON, if not otherwise stated)

30 June 2021 31 December 2020
Note (reviewed) (audited)
ASSETS
Non-current assets
Property, plant and equipment 97,342,136 96,943,295
Intangible assets 163,198 272,880
Investments in subsidiaries 2,284,881,698 2,284,881,698
Loans granted to subsidiaries - long term 13 1,030,000,000 1,030,000,000
Right of use assets 958,368 1,433,070
Total non-current assets 3,413,345,400 3,413,530,943
Current assets
Cash and cash equivalents 81,903,158 193,484,820
Restricted cash 320,000,000 320,000,000
Trade receivables 744,780 411,954
Other receivables 9 378,306,030 180,761,447
Prepayments 303,981 427,549
Total current assets 781,257,949 695,085,770
Total assets 4,194,603,349 4,108,616,713
EQUITY AND LIABILITIES
Equity
Share capital 3,464,435,970 3,464,435,970
Share premium 103,049,177 103,049,177
Treasury shares reserve (75,372,435) (75,372,435)
Pre-paid capital contributions in kind from 7,366 7,366
shareholders
Revaluation reserves 12,586,566 12,605,266
Legal reserves 212,027,639 212,027,639
Other reserves 35,644,469 35,644,469
Retained earnings 375,565,868 296,938,104
Total equity 4,127,944,620 4,049,335,556

(Continued on page 2)

CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2021

(All amounts are in RON, if not otherwise stated)

Note 30 June 2021
(reviewed)
31 December 2020
(audited)
Liabilities
Non-current liabilities
Lease liability - long term 196,661 485,741
Employee benefits 1,559,960 1,453,187
Total non-current liabilities 1,756,621 1,938,928
Current liabilities
Lease liability - short term 795,866 968,556
Trade payables 5,310,222 7,199,932
Other payables 11 47,814,303 36,034,414
Deferred revenue 57,508 152,559
Employee benefits 6,116,710 7,168,505
Provisions 4,807,499 5,818,263
Total current liabilities 64,902,108 57,342,229
Total liabilities 66,658,729 59,281,157
Total equity and liabilities 4,194,603,349 4,108,616,713

The accompanying notes are an integral part of these condensed separate interim financial statements.

Chief Executive Officer

Georgeta Corina Popescu Spaym

16 September 2021

Chief Financial Officer

ر Mihai Darie Causic

CONDENSED SEPARATE STATEMENT OF PROFIT OR LOSS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021

(All amounts are in RON, if not otherwise stated)

Note Six month period ended
30 June 2021
(reviewed)
30 June 2020
(unaudited and not
reviewed)
Revenues
Other income
5 522,213 3,250,787
982,337
Employee benefits
Depreciation and amortization
(16,894,909)
(1,172,321)
(14,625,767)
(11,478,671)
Reversal of impairment of trade and other
receivables, net
70,513
Impairment of property, plant and equipment, net (10,483,039)
Change in provisions for legal cases and non-compete
clauses, net
1,010,764 (567,796)
Other operating expenses (8,694,192) (10,579,811)
Loss before finance result (25,157 932) (43,501,960)
Finance income 351,707,685 238,117,692
Finance costs (54,419) (106,402)
Net finance income 6 351,653,266 238,011,290
Profit before tax 326,495,334 194,509,330
Income tax expense (2,012) (3,782)
Profit for the period 326,493,322 194,505,548
Earnings per share
Basic and diluted earnings per share (RON) 7 0-96 0.57

The accompanying notes are an integral part of these condensed separate interim financial statements.

Chief Executive Officer Georgeta Corina Popescu

Chief Financial Officer

Mihai Darie fami.

16 September 2021

CONDENSED SEPARATE STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (All amounts are in RON, if not otherwise stated)

Six month period ended
30 June 2021
(reviewed)
30 June 2020
(unaudited and
not reviewed)
Profit for the period 326,493,322 194,505,548
Other comprehensive income
Items that will not be reclassified to profit or loss
Re-measurements of the defined benefit liability (12,577) (23,637)
Tax related to re-measurements of the defined benefit
liability
2,012 3,782
Other comprehensive income, net of tax (10,565) (19,855
Total comprehensive income 326,482,757 194,485,693

The accompanying notes are an integral part of these condensed separate interim financial statements.

Chief Executive Officer Georgeta Corina Popescu Poply

Chief Financial Officer

Mihai Darie quinii

16 September 2021

Total equity 4,049,335,556 326,493,322 (10,565) 326,482,757 (247,873,693) (247,873,693) 4,127,944,620
referring
Losses
to share
issue
l I
Gains referring to
share issue
- I
Retained earnings 296,938,104 326,493,322 (10,565) 326,482,757 (247,873,693) (247,873,693) 18.700 375,565,868
reserves
Other
35,644,469
reserves
Legal
212,027,639 7,366 12,586,566 212,027,639 35,644,469
Revaluation
reserves
12,605,266 (18,700)
Capital contributions
shareholders
in kind from
7,366
Treasury reserve
shares
(75,372,435) (75,372,435)
premium
Share
103,049,177 I
Subscribed share capital
and paid in
3,464,435,970 1 I 3,464,435,970 103,049,177

(Continued on page 6)

CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY SOCIETATEA ENERGETICA ELECTRICA S.A.

FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (All amounts are in RON, if not otherwise stated)

share capita
and paid in
Subscribed
premium
Share
Treasury
reserve
shares
contributions
shareholders
in kind from
Capital
Revaluation
reserves
reserves
legal
reserves
Other
earnings
Retained
referring to
share issue
Gains
referring
to share
Losses
issue
Total equity
Balance at 1 January 2020
(audited)
3,464,435,970 103,049,177 (75,372,435) 7,366 5,851,829 197,091,689 35,645,456 256,204,946 2,185,519 (963,601) 3,988,135,916
Comprehensive income
(unaudited and not
Profit for the period (unaudited
and not reviewed)
reviewed)
194,505,548 194,505,548
Other comprehensive income - - - (19,855) (19,855)
income (unaudited and not
Total comprehensive
reviewed)
l 194,485,693 194,485,693
of the Company (unaudited
Transactions with owners
and not reviewed)
Contributions and
distributions
share issue with gains referring
Covering losses referring to
to share issue
(963,601) 963,601
Dividends to the owners of the
Company
(987) (244,885,112) (1,221,918) (246,108,017)
owners of the Company
Total transactions with
( unaudited and not
reviewed)
l t (987) (244,885,112) (2,185,519) 963,601 (246,108,017)
Other changes in equity
(unaudited and not
Transfer of revaluation reserve
property, plant and equipment
depreciation and disposals of
to retained earnings due to
reviewed)
(2,111,436) 2,111,436
Balance at 30 June 2020
(unaudited and not
reviewed)
3,464,435,970 103,049,177 (75,372,435) 7,366 3,740,393 197,091,689 35,644,469 207,916,963 3,936,513,592
The accompanying notes are an integral part of these condensed separate interim financial statements.

Chief Executive Officer Georgeta Corina Popescu

1757

< 0

16 September 2021

Chief Financial Officer Mihai Darie with

e

condensed separate statement of cash Flows

FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (All amounts are in RON, if not otherwise stated)

30 June 2020
30 June 2021
(reviewed)
reviewed)
Cash flows from operating activities
326,493,322
Profit for the period
Adjustments for:
587,938
Depreciation
584,383
Amortisation
Impairment of property, plant and equipment, net
(8,640)
(Gain)/ Loss from the disposal of tangible assets
Reversal of impairment of trade and other receivables, net
(70,513)
6
(351,653,266)
Net finance income
Changes in employee benefits obligations
(1,010,764)
Changes in provisions, net
2,012
Income tax expense
(25,075,528)
Changes in:
(262,313)
Trade receivables
2,793,914
Other receivables
(1,931,822)
Trade payables
1,466,768
Other payables
(957,599)
Employee benefits
(23,966,580)
Cash used in operating activities
(18,194)
Interest paid
Note Six month period ended
(unaudited and not
194,505,548
10,201,473
1,277,198
10,483,039
639,113
(238,011,290)
(365,592)
567,796
3,782
(20,698,933)
4,004,148
(13,386,594)
(3,177,703)
17,374,489
(110,023)
(15,994,616)
(28,034)
Net cash used in operating activities (23,984,774) (16,022,650)

(Continued on page 8)

CONDENSED SEPARATE STATEMENT OF CASH FLOWS

FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (All amounts are in RON, if not otherwise stated)

Note Six month period ended
30 June 2021
(reviewed)
30 June 2020
(unaudited and not
reviewed)
Cash flows from investing activities
Payments for purchases of property, plant and
equipment
(898,989) (3,516,776)
Proceeds from the sale of property, plant and equipment 15,189 2,655
Proceeds from deposits with maturity of 3 months or
longer
66,471,188
Cash used by subsidiaries under the cash pooling facility 9,11,13 (189,142,973) (143,591,392)
Interest received 20,193,220 20,611,062
Dividends received 6 329,543,644 214,969,717
Net cash from investing activities 159,710,091 154,946,454
Cash flows from financing activities
Dividends paid (246,811,177) (244,940,890)
Payment of lease liabilities (495,802) (407,356)
Net cash used in financing activities (247,306,979) (245,348,246)
Net decrease in cash and cash equivalents (111,581,662) (106,424,442)
Cash and cash equivalents at 1 January 193,484,820 180,279,381
Cash and cash equivalents at 30 June 10 81,903,158 73,854,939

The accompanying notes are an integral part of these condensed separate interim financial statements.

Chief Executive Officer

Georgeta Corina Popescu N

16 September 2021

Chief Financial Officer Mihai Darie

aucui

SOCIETATEA ENERGETICA ELECTRICA S.A. NOTES TO THE CONDENSED SEPARATE INTERIM FINANCIAL STATEMENTS AS AT AND FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (All amounts are in RON, if not otherwise stated)

1 Reporting entity and general information

These financial statements are the condensed separate interim financial statements of Societatea Energetica Electrica S.A. ("Company" or "Electrica SA") as at and for the six month period ended 30 June 2021.

Electrica was originally incorporated as a company in 1998 by Government Decision no. 365/1998, following the restructuring of the former National Electricity Company (RENEL). On 1 August 2000, following of the former National Electricity Company (CONEL) under the Government Decision no. 627/2000, the Company was allocated a new tax registration number. The registered office of the Company is no 9, Grigore Alexandrescu Street, District 1, Bucharest, Romania. The Company has sole registration code 13267221 and Trade Register number J40/7425/2000.

As at 30 June 2021 and 31 December 2020, the major shareholder of Societatea Energetica Electrica S.A. is the Romanian State, represented by the Ministry of Energy with a share of ownership of 48.79% from the share capital.

The Company's shares are listed on the Bucharest Stock Exchange and the global depository receipts ("GDRs") are listed on the London Stock Exchange. The London Stock Exchange are the global depositary receipts, one global depositary receipt representing four shares. The Bank of New York Mellon is the depositary bank for these securities.

Subsidiary Activity Sole
registratio
n code
Head
Office
% shareholding
as at 30 June
2001
% shareholding as
at 31 December
2020
Distributie Energie
Electrica Romania
S.A. ("DEER")
Electricity distribution in
geographical areas Transilvania
Nord, Transilvania Sud and
Muntenia Nord
14476722 Cluj-
Napoca
100% 100%
Electrica Furnizare
S.A.
Electricity and natural gas
supply
28909028 Bucuresti 99.9998409513906
0/0
99.9998409513906
0/0
Electrica Serv S.A. Services in the energy sector
(maintenance, repairs,
construction)
17329505 Bucuresti 100% 100%
Servicii Energetice
Oltenia S.A. (in
bankruptcy)
Services in the energy sector
(maintenance, repairs,
construction)
29389861 Craiova 100% 100%
Servicii Energetice
Moldova S.A. (in
bankruptcy)
Services in the energy sector
(maintenance, repairs,
construction)
29386768 Bacau 100% 100%
Servicii Energetice
Banat S.A. (in
bankruptcy)
Services in the energy sector
(maintenance, repairs,
construction)
29388211 Timisoara 100% 100%
Servicii Energetice
Dobrogea S.A. (in
bankruptcy)
Services in the energy sector
(maintenance, repairs,
construction)
29388378 Constanta 100% 100%

As at 30 June 2021 and 31 December 2020, Electrica SA has the following investments in subsidiaries:

The Company's main activities

Currently, the core business of the Company, according to the Statute is "Activities of business and management" consulting", also performing corporate activities at parent company level for its subsidiaries.

Electrica SA is the parent company of one electricity distribution company (set up from merger of three electricity distribution companies), one electricity and natural gas supplier and five companies providing services in the energy sector (out of which four are currently in bankruptcy). As of 31 August 2020, Electrica SA has an indirect shareholding of 100% in one energy production company from renewable sources (photovoltaic panels), Electrica Energie Verde 1 SRL, which was acquired by the subsidiary Electrica Furnizare S.A.,

SOCIETATEA ENERGETICA FLECTRICA S.A. NOTES TO THE CONDENSED SEPARATE INTERIM FINANCIAL STATEMENTS AS AT AND FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (All amounts are in RON, if not otherwise stated)

During 2020, the three distribution subsidiaries, Societatea de Distributie a Energiei Electrice Muntenia Nord S.A. ("SDEE Muntenia Nord S.A."), Societatea de Distributie a Energiei Electrice Transilvania Nord S.A. ("SDEE Transilvania Nord S.A.") and Societatea de Distributie a Energiei Electrice Transilvania Sud S.A. ("SDEE Transilvania Sud S.A.") have merged through absorption, the absorbing entity being Societatea de Distributie a Energiel Electrice Transilvania Nord S.A.,

Thus, on 31 December 2020, Distributie Energie Electrica Romania SA, formed by the merger of the three former electricity distribution companies was recorded on the National Trade Register Office.

During 2020, the two energy services companies, Electrica Servicii Energetice Muntenia S.A. merged through absorption, with Electrica Serv S.A. as absorbing company.

Thus, starting with 1 December 2020, the merger between the aforementioned companies was finalised and the energy services will be carried out only under the umbrella of Electrica Serv. The registration on the National Trade Register Office took place on 2 December 2020, the effective date being 30 November 2020,

COVID-19 impact

Based on the publicly available information and considering the actions already implemented, the Company does not anticipate a negative financial impact of the COVID-19 outbreak on its significant threat over the Company's ability to continue as a going concern over a period covering at least 12 months from the date of these condensed separate interim financial statements has been identified. However, considering the recent developments of the market, the long-term effects of the COVID-19 outbreak cannot be reliably estimated currently as the Company cannot preclude the possibility of further lock downs or an escalation in the severity of current measures.

2 Basis of accounting

These condensed separate interim financial statements") have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union. They do not include all the information required for a complete set of financial statements prepared in accordance with International Reporting Standards ("IFRS") as endorsed by the European Union ("IFRS-EU") and these should be read together with the annual separate financial statements as at and for the year ended 31 December 2020. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the Company's financial position and performance since the last annual separate financial statements as at and for the year ended 31 December 2020.

The annual separate financial statements as at and for the year ended 31 December 2020 have been prepared in accordance with the Ministry of Public Finance Order no. 2844/2016 for the Accounting Regulations in accordance with International Financial Reporting Standards ("OMFP no. 2844/2016"). In acceptance of OMFP no. 2844/2016, International Financial Reporting Standards adopted under the procedure provided by the European Commission Regulation no. 1606/2002 of the European Parliament and of the Council of 19 July 2002 regarding the application of the international accounting standards.

These condensed separate interim financial statements have been prepared for submission to the Bucharest Stock Exchange. These condensed separate interim financial statements were authorized for issue by the Board of Directors on 16 September 2021.

Judgements and estimates

In preparing these interim financial statements, management has made professional judgements, estimates and assumptions that affect the application of Company's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

NOTES TO THE CONDENSED SEPARATE INTERIM FINANCIAL STATEMENTS

AS AT AND FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (All amounts are in RON, if not otherwise stated)

The significant professional judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the annual separate financial statements as at and for the year ended 31 December 2020.

Basis of measurement ព

The condensed separate interim financial statements have been prepared on the historical cost basis, except for the land and buildings, which are measured based on revaluation model.

4 Significant accounting policies

The accounting policies applied in these interim financial statements are the same as those applied in the Company's annual separate financial statements as at and for the year ended 31 December 2020.

The new amendments to existing standards that are effective starting with 1 January 2021 do not have a significant impact over the Company's condensed separate interim financial statements.

5 Revenue

Six month period ended
30 June 2021
(reviewed)
30 June 2020
(unaudited and
not reviewed)
Revenues from services contracts related to the AMR system 3,250,787

For the six month period ended 30 June 2020, the revenues earned by the Company are represented by revenues from service contracts related to the AMR system. Starting with July 2020, the Company had no longer provided services related to the AMR system as transferred as a contribution in kind to the share capital of its distribution subsidiaries (SDEE Transilvania Nord S.A., SDEE Transilvania Sud S.A., SDEE Muntenia Nord S.A), these assets being part of the distribution network.

6 Net finance income

Six month period ended
30 June 2021
(reviewed)
30 June 2020
(unaudited and
not reviewed)
Dividend income 329,543,644 214,969,717
Interest income 21,920,609 22,939,392
Other finance income 243,432 208,583
Total finance income 351,707,685 238,117,692
Interest expense (18,194) (28,034)
Interest cost for employee benefits (24,407) (50,273)
Foreign exchange losses, net (11,818) (28,095)
Total finance costs (54,419) (106,402)
Net finance income 351,653,266 233,011,290

As at 30 June 2021, the Company collected the entire amount of RON 329,543,644 representing dividend income received from its subsidiaries (30 June 2020: RON 214,969,717).

NOTES TO THE CONDENSED SEPARATE INTERIM FINANCIAL STATEMENTS

AS AT AND FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (All amounts are in RON, if not otherwise stated)

7 - Earnings per share

The calculation of basic and diluted earnings per share is based on the following profit attributable to shareholders and weighted-average number of ordinary shares outstanding:

Profit for the period attributable to shareholders of the Company:

Six month period ended
30 June 2021
(reviewed)
30 June 2020
(unaudited and not
reviewed)
Profit for the period attributable to the shareholders
of the Company
326,493,322 194,505,548

Weighted-average number of outstanding ordinary shares (in number of shares)

For the calculation of the basic and diluted earnings per share, treasury shares (6,890,593 shares) were not treated as outstanding ordinary shares and were deducted from the number of issued ordinary shares.

The weighted average number of outstanding ordinary shares as at 30 June 2021 is of 339,553,004 (30 June 2020: 339,553,004).

Earnings per share Six month period ended
30 June 2021
(reviewed)
30 June 2020
(unaudited and not
reviewed)
Basic and diluted earnings per share (RON) 0.96 0.57

8 Dividends

On 28 April 2021, the General Shareholders Meeting of the Company approved dividend distribution of RON 247,873,693 (2020: RON 246,108,017). The dividend per share distributed is RON 0.73 per share (2020: RON 0.7248 per share).

9 Other receivables

30 June 2021
(reviewed)
31 December 2020
audited)
Cash-pooling receivables 364,580,408 166,281,881
Interest receivable 15,353,200 15.380.004
Other receivables 9,418,686 10,145,826
Bad debt allowance (11,046,264) (11,046,264)
Total other receivables, net 378,306,030 180,761,447

Cash-pooling receivables comprises the amounts due by subsidiaries to Electrica SA as at 30 June 2021, respectively 31 December 2020, as cash pool leader in the two cash-pooling systems set up at Group level (Note 13).

Interest receivable represents, mainly, interest to be received from related parties for the loans granted (Note 13).

NOTES TO THE CONDENSED SEPARATE INTERIM FINANCIAL STATEMENTS AS AT AND FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021

(All amounts are in RON, if not otherwise stated)

10 Cash and cash equivalents

30 June 2071
(reviewed)
30 June 2020
unaudited and not
reviewed)
Bank current accounts 36,639,109 51,365,210
Call deposits 45,264,049 22,489,729
Total cash and cash equivalents in the separate
statement of financial position and in the separate
statement of cash flow
81,903,158 73,854,939
Restricted cash - long term 320,000,000
Restricted cash - short-term 320,000,000

As at 30 June 2021, Electrica SA has collateral deposits at BRD - Groupe Societe Generale as guarantees for the long term borrowings received from BRD - Groupe Societe Generale by the Company's distribution subsidiaries (Societatea de Distributie a Energiei Electrice Transilvania Sud S.A., Societatea de Distributie a Energiei Electrice Transilvania Nord S.A. and Societatea de Distributie a Energiei Electrice Muntenia Nord S.A., currently Distributie Energie Electrica Romania S.A.) in amount of RON 320,000,000. As the long term borrowings are repayble on 16 October 2021, the amount of the collateral deposits as at 30 June 2021 of RON 320,000,000 is presented in the statement of financial position as shortterm restricted cash.

11 Other payables

30 June 2021 31 December
(reviewed) 2020 (audited)
Cash-pooling payables 43,266,031 34,110,477
Dividends payable 2,531,209 1,705,199
VAT under settlement 44,160 14,391
Other payables to the state budget 1,725,856 6.782
Other liabilities 247,047 197,565
Tota 47,814,303 36,034,414

Cash-pooling payables comprises the amounts due by Electrica SA to its subsidiaries as at 30 June 2021, respectively 31 December 2020, as cash pool leader in the two cash-pooling systems set up at Group level (Note 13).

Other liabilities include, mainly, guarantees and sundry creditors. Dividends payable represent the dividends uncollected by the shareholders.

12 Financial instruments - fair values

(a) Accounting classifications and fair values

According to IFRS 9, financial assets are measured at amortised cost as they are held within a business model to collect contractual cash flows and these cash flows consist solely of payments of principal and interest on the principal amount outstanding.

The Company assessed that the carrying amount is a reasonable approximation of the financial assets and financial liabilities.

SOCIETATEA ENERGETICA FLECTRICA S.A. NOTES TO THE CONDENSED SEPARATE INTERIM FINANCIAL STATEMENTS AS AT AND FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (All amounts are in RON, if not otherwise stated)

(b) Measurement of fair values

Fair value hierarchy

The fair value measurements are categorised in the fair value hierarchy based on the inputs to valuation techniques used. The different levels are defined as follows:

  • · Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date;
  • · Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, ether directly (eg. prices) or indirectly (eg. derived from prices);
  • · Level 3: inputs from an asset or a liability that are not based on observable market date (unobservable inputs).

13 Related parties

(a) Main shareholders

As at 30 June 2021 and 31 December 2020, the major shareholder of Societatea Energetica Electrica S.A. is the Romanian State, represented by the Ministry of Energy with a share of ownership of 48.79% from the share capital.

(b) Management and administrators' compensation

Six month period ended
30 June 2021
(reviewed)
30 June 2020
(unaudited and not
reviewed)
Management compensation 2,805,384 2,939,632

Executive management compensation refers to the managers with mandate contract, from Electrica SA. This also includes the benefits paid in the event of the termination of mandate contracts for executive directors.

Compensations granted to the members of the Board of Directors were as follows:

Six month period ended
30 June 2021
(reviewed)
30 June 2020
(unaudited and not
reviewed)
Members of the Board of Directors 2.345.117 1,399,280

(c) Transactions with the Group companies

(i) Balance of receivables and payables from/ to Group companies

Trade Receivables/Trade Payables

Receivables from Payables to
30 June 2021
(reviewed)
31 December
2020 (audited)
30 June 2021
(reviewed)
31 December
2020 (audited)
Distributie Energie Electrica Romania S.A. 362,134 449,299
Electrica Serv S.A. 13.625 29,515
Electrica Furnizare S.A. 43,466 29,790 96.379 67,529
Total 419,2225 508,604 96,379 67,529

NOTES TO THE CONDENSED SEPARATE INTERIM FINANCIAL STATEMENTS

AS AT AND FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (All amounts are in RON, if not otherwise stated)

As at 30 June 2021, respectively 31 December 2020, receivables from electricity distribution subsidiary include mainly other services reinvoiced.

Loans granted/interest receivable

Loans granted to Interest receivable from
30 June 2021 31 December 30 June 2021 31 December
(reviewed) 2020 (audited) (reviewed) 2020 (audited)
Distributie Energie Electrica Romania S.A. 1,030,000,000 1.030,000,000 13,331,914 13.518,378
Total 1,030,000,000 1,030,000,000 13,331,914 13,518,378

Cash-pooling system:

Cash pooling
balance
receivables
30 June 2071
(reviewed)
Cash pooling
balance
payables
Net position Interest
receivable/
(payable)
30 June 2021
reviewed )
30 June 2021
(reviewed)
Distributie Energie Electrica Romania S.A. 176.565.491 176,565,491 225,653
Electrica Furnizare S.A. 175,000,000 175,000,000 50,461
Electrica Energie Verde 1 S.R.L. 13,014,917 13,014.917 16,811
Electrica Serv S.A. (43,266,031) (43,266,031) (59,306)
Total 364,580,408 (43,266,031) 321,314,377 233,619
Cash pooling
balance
receivables
Cash pooling
balance
payables
Net position Interest
receivable/
(payable)
31 December
2020 (audited)
31 December
2020 (audited)
31 December
2020 (audited)
31 December
2020 (audited)
Distributie Energie Electrica Romania S.A. 151,282,223 151,282,223 304,831
Electrica Furnizare S.A. (200,121) (200,121) (171,143)
Electrica Energie Verde 1 S.R.L. 14,999,506 14,999,506 862
Electrica Serv S.A. 152 (33,910,356) (33,910,204) (60,591)
Tota 166,281,881 (34,110,477) 132,171,404 73,959

(ii) Transactions with subsidiaries

Sales/Purchases (including recharging)

Sales in six month period
ended
Purchases in six month period
ended
30 June 2021
(reviewed)
30 June 2020
(unaudited
and not
reviewed)
30 June 2021
(reviewed)
30 June 2020
(unaudited and
not reviewed)
Distributie Energie Electrica Romania S.A. 622,959
Societatea de Distributie a Enerqiei
Electrice Transilvania Nord S.A.
1 3,137,329 27,736
Societatea de Distributie a Energiei
Electrice Transilvania Sud S.A.
490,985 26,494
Electrica Furnizare S.A. 49,891 0 346 376,891 202,141
Societatea de Distributie a Energiei
Electrice Muntenia Nord S.A.
104,119
Electrica Serv S.A. 17,227 17,070
Total 690,077 3,749,849 376,891 256,371

SOCIETATEA ENERGETICA ELECTRICA S.A. NOTES TO THE CONDENSED SEPARATE INTERIM FINANCIAL STATEMENTS AS AT AND FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (All amounts are in RON, if not otherwise stated)

Starting with July 2020, the Company no longer provides services related to the AMR system was transferred as a contribution in kind to the share capital of its distribution subsidiaries (SDEE Transilvania Nord S.A., SDEE Transilvania Sud S.A., SDEE Muntenia Nord S.A.).

Other transactions

During the six month period ended 30 June 2020, Electrica SA has increased its investments in its subsidiaries (Societatea de Distributie a Energiei Electrice Muntenia Nord S.A., Societatea de Distributie a Energiei Electrice Transilvania Nord S.A., Societatea de Distributie a Energiei Electrice Transilvania Sud S.A. and Electrica SERV S.A.), by in kind contribution to their share capital with plots of land for which it held property deeds and with the AMR system including AMR license, with the amount of RON 92,525,620. The value of the assets contributed to the share capital of the subsidiaries was established according to evaluation reports drawn up by the appointed valuation experts.

On 18 December 2019, through decision no. 11 of the General Extraordinary Shareholders Meeting of Servicil Energetice Muntenia S.A., was approved the share capital reduction of Servicii Energetice Muntenia S.A. with the amount of RON 24,873,550 through the reduction in the number of shares from 3,687,355 shares to 1,200,000 shares with a nominal value or RON/share 10 and recording a receivable in the same amount by the shareholder, Electrica S.A.. The share capital reduction was approved by the Bucharest Trade Register Office on 18 May 2020. Following the approval, on 28 May 2020, the receivable of Electrica S.A. was compensated with the acquisition of a plot of land an related buildings from Servicii Energetice Muntenia S.A.,

Reimbursements / (Borrowings) for the loans granted

kelmbursements in six month period ended
30 June 2021
(reviewed)
30 June 2020
(unaudited and not
reviewed)
Servicii Energetice Muntenia S.A. 5,500,000
Tota 5,500,000

On 28 May 2020, the Company signed an agreement with Servicii Energetice Muntenia S.A. in which the Company acquired a plot of land in amount of RON 31,867,062 and buildings in amount of RON 1,905,508, the amounts being compensated, among others, with the settlement of the loan granted to subsidiary in amount of RON 5,500,000.

As at 30 June 2021, respectively 30 June 2020, there were no new withdrawals of the borrowings granted.

Interest income for loans

Interest income
in six month period ended
30 June 2021
(reviewed)
30 June 2020
(unaudited and not
reviewed)
Distributie Energie Electrica Romania S.A. 19,441,914
Societatea de Distributie a Energiei Electrice Muntenia Nord S.A. 7,580,806
Societatea de Distributie a Energiei Electrice Transilvania Nord S.A. 6,622,778
Societatea de Distributie a Energiei Electrice Transilvania Sud S.A. 5,345,744
Servicii Energetice Muntenia S.A. 101,750
Total 19,441,914 19,651,078

NOTES TO THE CONDENSED SEPARATE INTERIM FINANCIAL STATEMENTS AS AT AND FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021

(All amounts are in RON, if not otherwise stated)

Dividends income

Dividends income
in six month period ended
30 June 2021
(reviewed)
30 June 2020
(unaudited and not
reviewed)
Electrica Furnizare S.A. 233,293,563 124,015,481
Distributie Energie Electrica Romania S.A. 96,250,081
Societatea de Distributie a Energiei Electrice Transilvania Nord S.A. 54,065,512
Electrica Serv S.A. 27,247,429
Societatea de Distributie a Energiei Electrice Transilvania Sud S.A. 6,935,492
Societatea de Distributie a Energiei Electrice Muntenia Nord S.A. 2,705,803
Tota 329,543,644 214,969,717

Cash pooling system - interest income/(expense)

Interest income/ (expense)
in six month period ended
30 June 2024
(reviewed)
30 June 2020
(unaudited and not
reviewed)
Distributie Energie Electrica Romania S.A. 1,409,010
Societatea de Distributie a Energiei Electrice Transilvania Sud S.A. 899,188
Societatea de Distributie a Energiei Electrice Muntenia Nord S.A 414,630
Societatea de Distributie a Energiei Electrice Transilvania Nord S.A. 298,125
Electrica Energie Verde 1 S.R.L. 113,622
Servicii Energetice Muntenia S.A. 12
Electrica Serv S.A. (354,591) (267,645)
Electrica Furnizare S.A. (443,539) (277,442)
Total 724,502 1,066,868

(d) Transactions with companies in which the state has control or significant influence

The Company had sale and purchase transactions mainly with the following companies:

Purchases
(without VAT)
Balance
(including VAT)
Supplier Six month period
ended 30 June
2021 (reviewed)
Six month period
ended 30 June
2020 (unaudited
and not
reviewed)
30 June 2021
(reviewed)
31 December
2020 (audited)
ANCOM 326.128 272,618 139,758 90,871
Others 26,581 6,649 16,064 860
Trotal 352,709 279,267 155,822 91,731

NOTES TO THE CONDENSED SEPARATE INTERIM FINANCIAL STATEMENTS

AS AT AND FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021 (All amounts are in RON, if not otherwise stated)

Sales
(without VAT)
Balance, gross
(including VAT)
Allowance
(including VAT)
Balance, net
Client 1.397
1 8 8 8 8 8 8 7 2 7 2 - 6
Six month
period ended 30
June 2021
(reviewed)
30 June 2021
(reviewed)
Oltchim
CET Braila
Total
518,938,151
3,118,411
522,056,562
(518,938,151)
(3,118,411)
(522,056,562)
Sales Balance, gross Allowance Balance, net
Client (without VAT)
Six month
period ended 30
June 2020
(unaudited and
not reviewed)
(including VAT) (including VAT)
31 December 2020
(audited)
Oltchim
CET Braila
lokal
-
-
1
518,938,151
3,118,411
522,056,562
(518,938,151)
(3,118,411)
(522,056,562)

14 Contingencies

(a) Contingent assets

Claim against National Agency of Fiscal Administration ("NAFA")

In April 2021, Electrica SA filed a new action in contradiction with NAFA - file no. 2444/2/2021, pending before the Bucharest Court of Appeal, in which a trial term has not been established yet, having as object the obligation of NAFA to: correct Electrica SA 's tax record in order to reflect the right to a refund for the amount of RON 5,860 thousand, amount paid by Electrica SA in 2020 for the purpose of applying for the cancellation of ancillary fiscal obligations stipulated by the Government Emergency Ordinance no. 69/2020, of an additional amount of RON 818 thousand which was not reflected in the payment made by NAFA in 2020, and payment of legal interest in amount of RON 5,162 thousand computed for the amount returned by NAFA in 2020.

(b) Contingent Liabilities

Other litigations and claims

The Company is involved in a series of litigations and claims (ie. With ANRE, NAFA, Court of Across, claims over land titles, labour related litigations etc.).

The Company set-up provisions for the litigations or claims for which the management assessed as probable the outflow of resources embodying economic benefits due to low chances of those litigations or disputes. The Company does not present information in the financial statements and did not set-up provisions for items for which the management assessed as remote the possibility of outflow of economic benefits. The case, if the case, information on the most significant tems of litigations or claims for which the Company did not set-up provisions as they relate to possible obligations that arise from past events whose existence will be confirmed only by the occurrence or nonoccurrence of uncertain future events not wholly within the control of the Company (ie. litigations for which different inconsistent sentences were issued by the Courts, or litigations which are in early stages and no preliminary ruling was issued so far).

SOCIETATEA ENERGETICA ELECTRICA S.A. NOTES TO THE CONDENSED SEPARATE INTERIM FINANCIAL STATEMENTS AS AT AND FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021

(All amounts are in RON, if not otherwise stated)

(c) Fiscal environment

Tax audits are frequent in Romania, consisting of the accounting records of taxpayers. Such audits sometimes take place after months, even years, from the date liabilities are established. Consequently, companies may be found liable for significant taxes and fines. Moreover, tax legislation is subject to frequent changes and the authorities sometimes demonstrate in interpretation of the law. Income tax statements may be subject to revision and corrections made by tax authorities, generally for a five-year period after they are filled in. The company was the subject of fiscal inspections until 31 March 2013.

The Company may incur expenses related to tax adjustments related to previous years as a result of tax authorities inspections and disputes. The Company's management considers that adequate reserves were established in the condensed separate interim financial statements for all the significant fiscal obligations, however a risk that the tax authorities could take different positions still persists.

(d) Transfer prices

According to the fiscal legislation, the fiscal assessment for a transaction with affiliates is based on the market price concept for that transaction. Based on this concept, the transfer prices must be adjusted in order to reflect the market prices that would have been established between the entities having no affiliation relation and are acting independently, based on "normal market conditions".

Likely, verifications of the transfer prices may be done in the fiscal authorities, in order to establish if these prices are respecting the principle of the "normal market conditions" and that the tax base for Romanian taxpayer is not distorted.

15 Subsequent events

Acquisition of entities

On 28 July 2021 the Board of Directors approved entering into three sale purchase agreements for the acquisition of the following Companies:

  • Crucea Power Park SRL which owns the project of the "Crucea Est" Wind Power Plant with a 121 MW projected installed capacity;
  • Sunwind Energy SRL which owns the project of the "Satu Mare 2" Photovoltaic Power Plant with a 27,1 MW projected installed capacity;
  • New Trend Energy SRL which owns the project of the "Satu Mare 3" Photovoltaic Power Plant with a 59.4 -MW projected installed capacity.

The total estimated value of the transaction is EUR 13,200 thousand. The sale purchase agreements concluded as of 28 July 2021 stipulate that at the initial stage, Electrica SA acquires 30% of the three Companies, and in the subsequent stages the remaining 70% of the share capital provided that certain conditions stipulated in the sale purchase agreements are met.

Chief Executive Officer Georgeta Corina Popescu

Chief Financial Officer Mihai Darie im

16 September 2021

Deloitte Audit S.R.L. Clădirea The Mark Tower Calea Griviței nr. 82-98 Sector 1, 010735 București, România

Tel: +40 21 222 16 61 Fax: +40 21 222 16 60 www.deloitte.ro

REPORT ON REVIEW OF CONDENSED SEPARATE INTERIM FINANCIAL STATEMENTS

To the shareholders, Societatea Energetica Electrica S.A.

Introduction

  1. We have reviewed the accompanying condensed separate interim financial statements of Societatea Energetica Electrica S.A. (the "Company") as at June 30, 2021, which comprise the condensed separate interim statement of financial position as at June 30, 2021, and the condensed separate interim statement of profit and loss, condensed separate interim statement of comprehensive income, condensed separate interim statement of changes in equity and condensed separate interim statement of cash flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory information ("the condensed separate interim financial statements"). Management is responsible for the preparation and fair presentation of these condensed separate interim financial statements in accordance with International Financial Reporting Standard 34 – "Interim Financial Reporting" ("IAS 34") as adopted by the European Union. Our responsibility is to express a conclusion on these condensed separate interim financial statements based on our review.

Scope of review

  1. We conducted our review in accordance with International Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of the condensed separate interim financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

  1. Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed separate interim financial statements does not present fairly, in all material respects the condensed separate financial position of the Company as at June 30, 2021, and of its condensed separate financial performance and its condensed separate cash flows for the six months period then ended in accordance with International Financial Reporting Standard 34 – Interim Financial Reporting" as adopted by the European Union.

Other matters

    1. We draw attention to the fact that we have not audited nor reviewed the accompanying condensed separate interim financial statements for the six months period ended June 30, 2020 and accordingly, we do not express an opinion nor a conclusion on them.
    1. This report is made solely to the Company's shareholders, as a body. Our review work has been undertaken so that we might state to the Company's shareholders those matters we are required to state to them in a review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's shareholders as a body, for our review work, for this report, or for the conclusion we have formed.

Răzvan Ungureanu, Statutory Auditor

For signature, please refer to the original signed Romanian version.

Registered in the Electronic Public Register of Financial Auditors and Audit Firms under no. AF 4866

On behalf of:

DELOITTE AUDIT SRL

Registered in the Electronic Public Register of Financial Auditors and Audit Firms under no. FA 25

The Mark Building, 84-98 and 100-102 Calea Grivitei, 8 th Floor and 9th Floor, District 1 Bucharest, Romania September 16, 2021

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