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[To Insert Nuclearelectrica Logo] SOCIETATEA NATIONALA „NUCLEARELECTRICA”– SA PROSPECTUS for Primary Initial Public Offering for the Sale of 25,368,236 shares having attached the allotment rights of S.N. Nuclearelectrica SA Decision of the Financial Supervisory Authority No.: 677/2.09.2013 Intermediation Syndicate Lead Manager Intermediation Syndicate Members Syndicate’s legal consultant Syndicate’s Financial Advisor Musat&Asociatii Deloitte Consultanta S.R.L. The approval stamp affixed on this Primary Public Offering Prospectus is neither a warranty nor another form of assessment by the FSA as to the opportunity, benefits or disadvantages, profit or risks that might be posed by the deals to be made by accepting this public offering that is subject to the approval decision. The approval decision is only meant to certify compliance of the Prospectus with the requirements of the laws and related application regulations. 1 S.N. NUCLEARELECTRICA S.A. Public Sale Offering Prospectus [THIS PAGE IS INTENTIONALLY LEFT BLANK] SWISS CAPITAL- BT SECURITIES 2 S.N. NUCLEARELECTRICA S.A. Public Sale Offering Prospectus NOTICE TO INVESTORS This Prospectus contains information on the share capital increase through the primary initial public offering of shares issued by Nuclearelectrica, in accordance with the provisions hereof. The offer is managed by the Intermediation Syndicate consisting of Swiss Capital SA and BT Securities SA. The information contained herein was provided by the Company or obtained from public sources indicated in the Prospectus. No individual or corporate entity other than the Syndicate and Issuer has been authorized to provide information or documents relating to the Offer described herein nor has any other individual or corporate entity been authorized to provide information or documents regarding the Offer other than the information and the documents expressly contained herein and in the documents incorporated therein by reference thereto. No other information or documents provided outside this Prospectus or the documents so incorporated herein shall by any means be construed as information or documentation authorized by the Syndicate or the Issuer. Nothing contained herein shall be construed as a recommendation to invest or as an opinion of the Syndicate or of the consultants of the Syndicate as to the Issuer’s standing, nor shall it be interpreted as a legal, tax, financial or business advice. In deciding to invest in the Offered Shares, investors must rely on their own analysis of the terms of the Offer, including of the advantages and risks involved. Each buyer of the Offered Shares shall have to comply with all laws and regulations in force, with the Syndicate and the Issuer declining any and all liability in connection with such legal compliance. Each investor will have to consult their own legal, financial, tax and other advisors, regarding the legal, tax, business, financial or in connection with the issues involved by subscription, purchase, holding or transfer of the Shares. The Syndicate and the Issuer assume no responsibility with regard to these issues. Information contained herein describes the Issuer’s standing as at the date of approval of this Prospectus by the Financial Supervisory Authority according to the documents and information provided by Nuclearelectrica, at the request of the Intermediation Syndicate. The Company and the Intermediary have no responsibility to update or supplement the information from the Prospectus in the event of any changes that may occur in the Issuer’s status subsequently to the approval of the Prospectus by the Financial Supervisory Authority and until the completion of the Offering, except SWISS CAPITAL- BT SECURITIES 3 S.N. NUCLEARELECTRICA S.A. Public Sale Offering Prospectus for changes affecting the investment decision in connection with and during this Offer, in which case such changes shall be made known to investors through an amendment to this Prospectus. The information published on the website of the Issuer, or on any other website, directly or indirectly linked to the website of the Issuer, or any other website mentioned herein, is not included by reference herein, unless otherwise provided herein. Thus, the decision to buy the Offered Shares shall not rely on such information. Apart from the responsibilities and liability that may be incumbent to the Syndicate in relation to the issues under its control, the Syndicate assumes no liability, guarantee or commitment explicitly or implicitly, and assumes no responsibility or liability as to the accuracy or completeness of the information contained herein or of any other information supplied by the Issuer in connection with the Offered Shares or distribution thereof. This Prospectus is neither an offer nor an invitation made by the Issuer or the Syndicate or on behalf of the Issuer or of the Syndicate to subscribe Offered Shares in any jurisdiction where such an offer or invitation is not authorized, in any way restricted or requires an authorization, approval or notification to allow prospective investors to legally subscribe. Except for the territory of Romania, the Issuer has not taken any action whatsoever allowing this Offer to be run in any member state of the EU or EEA or in any state outside of the EU or of the EEA, including the United States of America, Australia, Canada or Japan, or to persons residing or localized in such countries. Notwithstanding the foregoing, since part of the Offer is intended to be placed in the United States of America by a transaction exempted from the requirement of registration of the securities under Section 4(a)(2) of the Securities Act of 1933, all measures necessary for the compliance of all relevant regulations shall be taken in this respect. Any person who decides to subscribe the Shares in this Offering is required to know and comply with the restrictions and limitations of this Offering. By subscribing the Offered Shares, non- residents assume all liability arising in the event that such subscription is deemed unlawful under the laws of the country of residence. In substantiation of any investment decision, prospective investors shall rely on their own analysis of the Issuer, as well as of the terms of the Offer, including of the advantages and risks involved (see Chapter 2 “Risk factors” of the Prospectus). Prospective investors must be aware that an investment in the Offered Shares involve some degree of risk and that, in the event that any of the risks described herein occurs, investment could be adversely affected. Accordingly, an investment in the Offered Shares is suitable for investors who are accustomed to aspects related to investment or obtained adequate financial counseling in this respect. SWISS CAPITAL- BT SECURITIES 4 S.N. NUCLEARELECTRICA S.A. Public Sale Offering Prospectus Any decision to buy Offered Shares shall be based exclusively on the assessment by each prospective investor of the relevance of the information contained herein (and in any amendment hereto), taking into account that any summary or description of the legal provisions referred to herein, accounting principles or comparison of such principles, corporate structure or contractual relationships is for information purposes only and should not be construed as legal, accounting or tax advice in connection with the interpretation or enforcement of these provisions, information or contractual relationships. The content hereof must not be construed as a legal, financial or fiscal opinion. Any prospective investor should consult its own legal counsel, independent financial advisor or tax advisor for legal, financial or fiscal advice. The Issuer declares that the non disclosure of certain information relating to the agreements that have a state secret, work secret, classified information character or are under the condition of confidentiality clauses are not susceptible of affecting the possibilitz of the investors to perform an informed evaluation regarding: assets and liabilities, financial position, profits and losses, and prospects of the Issuer's rights with respect to these securities. The members of the Intermediation Syndicate act exclusively for the Issuer in connection with the Offer and shall not be held liable, legally or contractually, to other persons. No person other than the Issuer (i) shall be considered a client of any of the members of the Intermediation Syndicate in connection with the Offer, (ii) shall benefit from any rights or protection granted by law or contract if that person were a client of any member of the Intermediation Syndicate, and (iii) shall be entitled to request any member of the Intermediation Syndicate to advise on the Offer or any transaction or agreement mentioned herein. Capitalized terms herein are defined in Chapter “Definitions” hereof or within this Prospectus. NOTE TO PROSPECTIVE INVESTORS OF ROMANIA The Romanian version of the Prospectus was approved by the Financial Supervisory Authority. The approval stamp affixed on the offering prospectus is neither a warranty nor another form of assessment by the FSA as to the opportunity, benefits or disadvantages, profit or the risks that might be posed by the deals to be made by accepting this public offering that is subject to the approval decision. The approval decision is only meant to certify compliance of the offering with the requirements of the laws and related application regulations. NOTE TO INVESTORS OF UNITED STATES OF AMERICA THE SHARES OFFERED IN THIS PROSPECTUS ARE BEING SOLD WITHOUT REGISTRATION SWISS CAPITAL- BT SECURITIES 5 S.N. NUCLEARELECTRICA S.A. Public Sale Offering Prospectus UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), ONLY TO “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT)] PURSUANT TO THE PRIVATE PLACEMENT EXEMPTION CONTAINED IN SECTION 4(A)(2) OF THE U.S. SECURITIES ACT. SUCH SHARES AND THIS PROSPECTUS HAVE NOT BEEN APPROVED OR DISAPPROVED AS TO FORM, CONTENT, ACCURACY OR ADEQUACY BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR ANY U.S. STATE REGULATORY AUTHORITY OR COMMISSION.
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