IMPORTANT NOTICE IMPORTANT: You Must Read the Following Before Continuing

IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. This translation of the Prospectus from Romanian into English is not an official translation and is not a substitute for the original Romanian version of the Prospectus. This translation has not been reviewed or approved by the Romanian FSA. The accuracy or completeness of this translation is not guaranteed. The following applies to the prospectus (the ‘‘Prospectus’’) following this page and you are therefore advised to read the disclaimers set out in this electronic transmission carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from the Company or the Managers (each as defined in the Prospectus) as a result of such access. You acknowledge that this electronic transmission and the delivery of the Prospectus is confidential and intended for you only and you agree you will not forward, reproduce or publish this electronic transmission and/or the Prospectus in any manner whatsoever to any other person. NOTHING IN THIS ELECTRONIC TRANSMISSION OR THE PROSPECTUS CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES REFERRED TO IN THE PROSPECTUS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND SUCH SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S (‘‘REGULATION S’’) UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. NEITHER THE PROSPECTUS NOR ANY PART OF IT MAY BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON, REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, FORWARDED TO ANY US PERSON OR TO ANY US ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR APPLICABLE LAWS OF OTHER JURISDICTIONS. NEITHER THE PROSPECTUS NOR ANY PART OR COPY OF IT MAY BE TAKEN OR TRANSMITTED INTO AUSTRALIA, CANADA OR JAPAN OR TO ANY RESIDENT OF AUSTRALIA, CANADA OR JAPAN, OR DISTRIBUTED DIRECTLY OR INDIRECTLY IN AUSTRALIA, CANADA OR JAPAN OR TO ANY RESIDENT OF AUSTRALIA, CANADA OR JAPAN. THIS ELECTRONIC TRANSMISSION, THE PROSPECTUS AND THE OFFERING (AS DEFINED IN THE PROSPECTUS) ARE AVAILABLE ONLY TO INVESTORS WHO ARE EITHER: (1) ‘‘QUALIFIED INSTITUTIONAL BUYERS’’ (‘‘QIBs’’) UNDER RULE 144A (‘‘RULE 144A’’) UNDER THE SECURITIES ACT OR (2) NON-US PERSONS (AS DEFINED IN REGULATION S) OUTSIDE OF THE UNITED STATES. THIS ELECTRONIC TRANSMISSION, THE PROSPECTUS AND THE OFFERING MADE PURSUANT THERETO ARE ADDRESSED ONLY TO AND DIRECTED ONLY AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (‘‘EEA’’), OTHER THAN ROMANIA, WHO ARE ‘‘QUALIFIED INVESTORS’’ WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC), AS AMENDED (‘‘QUALIFIED INVESTORS’’), TO FEWER THAN 100, OR IF THE MEMBER STATE HAS IMPLEMENTED THE RELEVANT PROVISION OF DIRECTIVE 2010/13/EU, 150 INDIVIDUALS OR LEGAL ENTITIES OTHER THAN QUALIFIED INVESTORS AND IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE. IN ADDITION, IN THE UNITED KINGDOM, THIS ELECTRONIC TRANSMISSION AND THE PROSPECTUS IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS WHO (I) ARE PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE ‘‘FINANCIAL PROMOTION ORDER’’), (II) ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE FINANCIAL PROMOTION ORDER OR (III) ARE OTHER PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS, INCLUDING QUALIFIED INVESTORS, TOGETHER BEING REFERRED TO AS ‘‘RELEVANT PERSONS’’). THIS ELECTRONIC TRANSMISSION AND THE PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN ROMANIA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ELECTRONIC TRANSMISSION AND THE PROSPECTUS RELATES IS AVAILABLE ONLY TO, (I) THE PUBLIC IN ROMANIA, (II) IN THE UNITED KINGDOM, RELEVANT PERSONS, AND (III) IN ANY MEMBER STATE OF THE EEA OTHER THAN ROMANIA, QUALIFIED INVESTORS, AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. Confirmation of your Representation: In order to be eligible to view the Prospectus or make an investment decision with respect to the securities described herein, you must be either (1) a QIB or (2) subscribing for or purchasing the securities outside the United States in reliance on Regulation S. This electronic transmission and the Prospectus is being sent at your request and by accepting the e-mail and accessing the Prospectus, you shall be deemed to have represented to Societatea Comerciala˘ de Distribu¸tie ¸si Furnizare a Energiei Electrice ‘‘ELECTRICA’’ S.A. (‘‘Electrica’’ or the ‘‘Company’’) and Raiffeisen Bank S.A., Citigroup Global Markets Limited, Societ´ e´ Gen´ erale,´ BRD-Groupe Societ´ e´ Gen´ erale´ S.A. and Swiss Capital S.A. (together, the ‘‘Managers’’) that (i) you are a person that is outside the United States for the purpose of Regulation S or a QIB, and in the latter case, you are acquiring the securities for your own account and/or for the account of another QIB, or (ii) you are a person in a member state of the EEA, other than Romania and you are a Qualified Investor and/or a Qualified Investor acting on behalf of Qualified Investors or Relevant Persons, to the extent that you are acting on behalf of persons or entities in the EEA or Romania, or (iii) you are a person in the United Kingdom and you are a Relevant Person and/or a Relevant Person acting on behalf of Relevant Persons or Qualified Investors, to the extent that you are acting on behalf of persons or entities in the United Kingdom or in the EEA, or (iv) you are an institutional investor that is otherwise eligible to receive this electronic transmission and the Prospectus. You shall also be deemed to have represented to the Company and each of the Managers that you consent to delivery of this electronic transmission and the Prospectus by electronic transmission. You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver the Prospectus, electronically or otherwise, to any other person. If you receive the Prospectus by e-mail, you should not reply by e-mail. Any reply to e-mail communications, including those you generate by using the ‘‘reply’’ function on your e-mail software, will be ignored or rejected. If you receive the Prospectus in electronic format by e-mail, your use of such Prospectus in electronic format and such e-mail is at your own risk and it is your responsibility to take precautions to ensure that each is free from viruses and other items of a destructive nature. The materials relating to the Offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the Offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Company in such jurisdiction. The Prospectus has been sent to you in an electronic format. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and, consequently, none of the Managers, or any person who controls any of them, nor any director, officer, employee nor agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from Raiffeisen Bank S.A. and BRD-Groupe Societ´ e´ Gen´ erale´ S.A., S.S.I.F. SWISS CAPITAL S.A. None of the Managers nor any of their respective affiliates accepts any responsibility whatsoever for the contents of this electronic transmission or the Prospectus or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the securities or the offering referred to herein. The Managers and each of their affiliates disclaim all and any liability whether arising in tort, contract, or otherwise which they might otherwise have in respect of this electronic transmission, the Prospectus or any such statement. No representation or warranty, express or implied, is made by any of the Managers or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information set out in this electronic transmission or the Prospectus. 2JUN201418130522 SOCIETATEA COMERCIALA DE DISTRIBUTIE SI FURNIZARE A ENERGIEI ELECTRICE ‘‘ELECTRICA’’ S.A. (A joint stock company incorporated under the laws of Romania, registered with the Trade Registry under No. J40/7425/2000, Sole Registration Code (C.U.I.) 13267221) Offering of 177,188,744 Shares in the form of Offer Shares and Offer Global Depositary Receipts, each GDR representing four Shares, by Electrica S.A. Offer Price Range between RON 11 and 13.50 per Offer Share and between US$13.55 and 16.63 per Offer Global Depositary Receipt This document has been approved by the Romanian Financial Supervisory Authority (the ‘‘Romanian FSA’’), which is the Romanian competent authority for the purposes of Directive 2003/71/EC, as amended (the ‘‘Prospectus Directive’’) and relevant implementing measures in Romania, as a prospectus (the ‘‘Prospectus’’) in accordance with Law no. 297/2004 on capital markets (the ‘‘Capital Markets Law’’), Regulation no. 1/2006 on issuers and operations with securities issued by the Romanian National Securities Commission (the ‘‘Regulation No. 1/2006’’) and Regulation (EC) No. 809/2004 of 29 April 2004 implementing the Prospectus Directive. This Prospectus relates to an offering (the ‘‘Offering’’) by Societatea Comerciala de Distributie si Furnizare a Energiei Electrice ‘‘ELECTRICA’’ S.A. (‘‘Electrica’’ or the ‘‘Company’’), a joint stock company incorporated under the laws of Romania, of 177,188,744 ordinary shares in the share capital of the Company each of which will be issued, fully paid with a par value of RON 10 and carrying one vote in a GMS (the ‘‘Shares’’). The Offering comprises an offering of 177,188,744 Shares in the form of Shares (the ‘‘Offer Shares’’) and global depositary receipts (the ‘‘GDRs’’ and, together with the Shares, the ‘‘Securities’’) having Shares as underlying securities (the ‘‘Offer GDRs’’ and, together with the Offer Shares, the ‘‘Offer Securities’’) with one GDR representing an interest in four Shares. The GDRs are to be issued against the deposit of Shares with Raiffeisen Bank S.A., as custodian (the ‘‘Custodian’’) for The Bank of New York Mellon, as depositary (the ‘‘Depositary’’). The final offer price (the ‘‘Final Offer Price’’) of the Offer Securities will be within the offer price range (the ‘‘Offer Price Range’’). For details on the mechanism for calculating the Final Offer Price, see ‘‘Subscription and Sale’’. The Company expects that the Stabilisation Managers, in connection with the Offering, will have the right to acquire, Offer Securities not exceeding 8,420,000 Offer Shares, in order to stabilise the stock market price of the Offer Securities at a level higher than that which would otherwise prevail. The acquisition of the Offer Securities as part of stabilising transactions will be subject to the applicable provisions of the Stabilisation Regulation (defined elsewhere in this Prospectus). The transactions to purchase the Offer Securities may be effected only during the period commencing on the first listing day of the Shares on the BSE and of the GDRs on the London Stock Exchange and terminating 30 days of that date (the ‘‘Stabilisation Period’’). The transactions to purchase the Offer Securities may only be effected at a price not exceeding the Final Offer Price. The Stabilisation Managers will not, however, be required to take any stabilisation actions. If any such actions are taken by the Stabilisation Managers, they may be discontinued at any time, but not later than before the end of the Stabilisation Period. No assurance may be given that such stabilisation actions, if taken, will bring the expected results. Application will be made to: (1) Bucharest Stock Exchange S.A. (the ‘‘Bucharest Stock Exchange’’ or ‘‘BSE’’) for admission of the Shares to trading on the Regulated Spot Market of the Bucharest Stock Exchange; and (2) (i) the United Kingdom Financial Conduct Authority (the ‘‘FCA’’), in its capacity as competent authority under the United Kingdom Financial Services and Markets Act 2000 (the ‘‘FSMA’’), for the GDRs to be admitted to listing on the official list of the FCA (the ‘‘Official List’’) and (ii) the London Stock Exchange plc (the ‘‘London Stock Exchange’’), for admission of the GDRs to trading on the London Stock Exchange’s main market for listed securities. The Bucharest Stock Exchange and the London Stock Exchange are both regulated markets in the European Economic Area (the ‘‘EEA’’) for the purposes of Directive 2004/39/EC (the ‘‘Directive on Markets in Financial Instruments’’). Prior to the Offering, there has been no public market for the Securities. This Prospectus has been approved by the Romanian FSA but has not been, and will not be, approved by the FCA or any other competent authority of the EEA. The Company has requested that the Romanian FSA notify the FCA by providing a certificate of approval attesting that this Prospectus has been drawn up in accordance with the Prospectus Directive (the ‘‘Notification’’). Admission of the Shares to trading on the Regulated Spot Market of the Bucharest Stock Exchange is expected to take place on or around 3 July 2014 (the ‘‘Closing Date’’). The Shares are expected to be traded on the Regulated Spot Market of the Bucharest Stock Exchange under the symbol ‘‘EL’’. Admission to the Official List and unconditional trading in the GDRs on the London Stock Exchange through the International Order Book (‘‘IOB’’) is expected to take place on or around the Closing Date, which will take place following the FCA’s receipt of Notification from the Romanian FSA. The GDRs are expected to be traded on the London Stock Exchange under the symbol ELSA. The Offering is structured as an offering of Offer Securities: (1) in Romania to the public; (2) in the United States to certain qualified institutional buyers (‘‘QIBs’’) as defined in, and in reliance on, Rule 144A (‘‘Rule 144A’’) under the US Securities Act of 1933, as amended (the ‘‘Securities Act’’) or another exemption from the registration requirements of the Securities Act; and (3) outside the United States and Romania in offshore transactions in reliance on Regulation S under the Securities Act (‘‘Regulation S’’). An investment in the Securities involves a high degree of risk. See ‘‘Risk Factors’’ beginning on page 43 for a discussion of certain matters that investors should consider prior to making an investment in the Securities. THIS PROSPECTUS HAS BEEN APPROVED BY THE ROMANIAN FSA. THE APPROVAL VISA APPLIED ON THIS PROSPECTUS DOES NOT CONSTITUTE A GUARANTEE OR ANY OTHER KIND OF ASSESSMENT BY THE ROMANIAN FSA WITH REGARD TO THE OPPORTUNITY, ADVANTAGES OR DISADVANTAGES, THE PROFIT OR RISKS INVOLVED IN THE TRANSACTIONS TO BE EXECUTED FOLLOWING THE ACCEPTING OF THE OFFERING, OBJECT OF THE APPROVAL DECISION; THE APPROVAL CERTIFIES ONLY THE CONFORMITY OF THIS PROSPECTUS WITH THE LEGAL REQUIREMENTS AND THE RULES ADOPTED FOR THE APPLICATION THEREOF. Joint Global Coordinators and Joint Bookrunners Citigroup Raiffeisen Bank Société Générale Corporate & Investment Banking Manager Distribution Agent BRD-Groupe Société Générale Swiss Capital The date of this Prospectus is 11 June 2014. IMPORTANT INFORMATION ABOUT THIS PROSPECTUS This document comprises a prospectus relating to the Company and the Securities for the purposes of the Prospectus Directive. The Offering does not constitute an offer to sell, or solicitation of an offer to buy, securities in any jurisdiction in which such offer or solicitation would be unlawful. The Securities have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States, except to persons reasonably believed to be QIBs in reliance on Rule 144A or another exemption from the registration requirements of the Securities Act or outside the United States in offshore transactions in reliance on Regulation S. Prospective purchasers are hereby notified that sellers of the Securities may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a discussion of these and certain further restrictions on offers, sales and transfers of the Securities and the distribution of this Prospectus, see ‘‘Terms and Conditions of the Global Depositary Receipts’’ and ‘‘Selling and Transfer Restrictions’’. The Offering may be extended at any time without cause. The GDRs will be issued in master form. The GDRs offered and sold in the United States (the ‘‘Rule 144A GDRs’’) will be evidenced by a Rule 144A Master Global Depositary Receipt (the ‘‘Rule 144A Master GDR’’) deposited with The Bank of New York Mellon in New York as custodian for, and registered in the name of Cede & Co. as nominee for, The Depository Trust Company (‘‘DTC’’) in New York. The GDRs offered and sold outside the United States (the ‘‘Regulation S Master GDRs’’) will be evidenced by a Regulation S Master Global Depositary Receipt (the ‘‘Regulation S Master GDR’’ and, together with the Rule 144A Master GDR, the ‘‘Master GDRs’’) registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee for The Bank of New York Mellon, London Branch, as common depositary for Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream Banking, société anonyme (‘‘Clearstream, Luxembourg’’). Except as described herein, beneficial interests in the Master GDRs will be shown on, and transfers thereof will be effected only through, the records of DTC with respect to the Rule 144A GDRs and Euroclear and Clearstream, Luxembourg with respect to the Regulation S GDRs. It is expected that delivery of the GDRs will be made against payment therefor in US dollars in same day funds through the facilities of DTC, Euroclear and Clearstream, Luxembourg on the Closing Date. The Company accepts responsibility for the information contained in this Prospectus. To the best of the Company’s knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Certain information in this Prospectus has been extracted from public sources including ANRE, Eurostat, the National Prognosis Commission, IMF, the Romanian National Institute for Statistics, the National Bank of Romania, Transelectrica and OPCOM. While we accept responsibility for the accurate extraction and summarisation of such industry and market information and data, we have not independently verified the accuracy of such information and data and we accept no further responsibility in respect thereof. No person is authorised to give any information or to make any representation in connection with the Offering or sale of the Securities other than as contained in this Prospectus, and, if given or made, such information or representation must not be relied upon as having been authorised by the Company or any of the Managers or their respective affiliates. If anyone provides any investor with different or inconsistent information, such investor should not rely on it. This Prospectus is being furnished by the Company for the purpose of enabling a prospective investor to consider subscribing for and purchasing the Offer Securities. This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Company, the Depositary or any Manager that any recipient of this Prospectus should subscribe for or purchase the Offer Securities. No representation or warranty, express or implied, is made by any Manager, the Depositary or any of their respective affiliates or advisors as to the accuracy or completeness of any information contained in this Prospectus, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by any Manager or the Depositary as to the past or the future. Any reproduction or distribution of this Prospectus, in whole or in part, any disclosure of its contents, except to the extent that such contents are otherwise publicly available, and any use of any information herein for any purpose other than considering an investment in the Securities, is prohibited. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the Company’s affairs since the date hereof, or that the information contained

i herein is correct at any time subsequent to such date. Each prospective investor, by accepting delivery of this Prospectus, agrees to the foregoing. Each potential subscriber for or purchaser of the Offer Securities should determine for itself the relevance of the information contained in this Prospectus, and its subscription for or purchase of the Offer Securities should be based upon such investigation, as it deems necessary, including the assessment of risks involved and its own determination of the suitability of any such investment, with particular reference to their own investment objectives and experience and any other factors that may be relevant to such investor in connection with the subscription for or purchase of the Offer Securities. Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to Capital Markets Law Regulation No. 1/2006 and Regulation (EU) No. 382/2014 with regard to regulatory technical standards for publication of supplements to the Prospectus, neither the delivery of this Prospectus nor any purchase made in connection therewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that information contained herein is correct as at any time subsequent to, the date of this Prospectus. Prospective investors should not consider any information in this Prospectus to be investment, legal or tax advice. Each prospective investor should consult its own legal counsel, financial adviser, accountant and other advisors for legal, tax, business, financial and related advice regarding subscribing for or purchasing the Securities. None of the Company, the Depositary or any of the Managers makes any representation to any offeree or purchaser of or subscriber for the Securities regarding the legality of an investment in the Securities by such offeree or purchaser or subscriber under appropriate investment or similar laws. The price of the Securities as well as the income and dividends, if any, from them can go down as well as up. In connection with the Offering, the Managers and any of their respective affiliates acting as an investor for its or their own account(s) may subscribe for or purchase the Securities and, in that capacity, may retain, subscribe for, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such securities, any other securities of the Company or other related investments in connection with the Offering or otherwise. Accordingly, references in this Prospectus to the Securities being issued, offered, subscribed or otherwise dealt with should be read as including any issue or offer to, or subscription or dealing by, the Managers or any of their respective affiliates acting as an investor for its or their own account(s). The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. The Company and the Managers reserve the right, as a result of applying the allocation procedure, to reject any offer to subscribe for or purchase the Offer Securities, in whole or in part, and to sell to any prospective investor less than the full amount of the Offer Securities sought by such investor. Information on the Company’s website, any website mentioned in this Prospectus or any website directly or indirectly linked to the Company’s website is not incorporated by reference into this Prospectus and any decision to subscribe for or purchase the Offer Securities should not be made in reliance on such information. This Prospectus does not constitute an offer to sell, or a solicitation by or on behalf of the Company, the Depositary or any Manager to any person to subscribe for or purchase any of the Offer Securities in any jurisdiction where it is unlawful for such person to make such an offer or solicitation. The distribution of this Prospectus and the offer and sale of the Securities may be restricted by law in certain jurisdictions. You must inform yourself about, and observe any such restrictions. No action has been taken by the Company, the Depositary or the Managers that would permit, otherwise than in Romania and the United Kingdom under the Offering, an offer of the Securities, or possession or distribution of this Prospectus or any other offering material or application form relating to the Securities in any jurisdiction where action for that purpose is required. This Prospectus may not be used for, or in connection with, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstances in which such offer or solicitation is not authorised or is unlawful. Further information with regard to restrictions on offers and sales of the Securities is set forth below and under ‘‘Subscription and Sale’’, ‘‘Terms and Conditions of the Global Depositary Receipts’’ and ‘‘Selling and Transfer Restrictions’’. None of the Company or the Managers is making an offer to sell the Securities or a solicitation of an offer to buy any of the Securities to any person in any jurisdiction except where such an offer or solicitation is permitted. The Managers are acting exclusively for the Company and no one else in connection with the Offering, and will not be responsible to any other person for providing the protection afforded to their clients or for providing advice in relation to the Offering. None of the Managers accepts any responsibility

ii whatsoever for the contents of this Prospectus or for any other statement made or purported to be made by it or any of them or on its or their behalf in connection with the Company or the Securities. Each of the Managers accordingly disclaims, to the fullest extent permitted by applicable law, all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. In connection with the Offering, the Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager(s), may (but will be under no obligation to), to the extent permitted by applicable law, effect transactions with a view to supporting the market price of the Securities at a level higher than that which might otherwise prevail in an open market for a limited period. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of it/them) will undertake stabilisation action. Any stabilisation action may begin on the date of the commencement of trading of the Securities and, if begun, may be ended at any time but must end no later than 30 calendar days thereafter (the ‘‘Stabilisation Period’’). Any stabilisation action must be undertaken in accordance with applicable laws and regulations. Save as required by law or regulation, the Stabilising Manager(s) do not intend to disclose the extent of any stabilisation transactions concluded in relation to the Offering. This Prospectus will be available on the website of the Bucharest Stock Exchange at www.bvb.ro, and on the website of the Company at www.electrica.ro and hard copies thereof will be provided free of charge upon request during normal business hours at the headquarters of Raiffeisen Bank S.A. located at Office Building, 246D Calea Floreasca, 1st District, Bucharest, Romania, BRD-Groupe Societ´ e´ Gen´ erale´ S.A. located at Bd. Ion Mihalache Nr. 1-7, 1st District, Bucharest, Romania, Swiss Capital S.A., Romania Offices located at 20 Dacia Bd., 4th Floor, Bucharest, Romania, and at the headquarters of the Company. The English-language Prospectus will be available on the website of the Company at www.electrica.ro and hard copies thereof will be provided free of charge upon request during normal business hours at the headquarters of Raiffeisen Bank S.A. located at Office Building, 246D Calea Floreasca, 1st District, Bucharest, Romania BRD-Groupe Societ´ e´ Gen´ erale´ S.A. located at Bd. Ion Mihalache Nr. 1-7, 1st District, Bucharest, Romania and Swiss Capital S.A., Romania Offices located at 20 Dacia Bd., 4th Floor, Bucharest, Romania. The information set forth in this Prospectus is only accurate as of the date on the front cover of this Prospectus. The Company’s business and financial condition may have changed since that date. The Company’s Articles of Incorporation are available on the Company’s website at www.electrica.ro.

NOTICE TO INVESTORS IN THE UNITED STATES The Securities have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States for offer or sale as part of their distribution and, subject to certain exceptions, may not be offered or sold in the United States. The Securities offered hereby are being offered and sold in the United States only to QIBs in reliance on Rule 144A or another exemption from the registration requirements of the Securities Act and outside the United States in offshore transactions in reliance on Regulation S. Prospective investors are hereby notified that any seller of the Securities may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Securities are not transferable except in accordance with the restrictions described herein. See ‘‘Selling and Transfer Restrictions’’. Neither the United States Securities and Exchange Commission (the ‘‘SEC’’) nor any state securities commission nor any non-US securities authority except the Romanian FSA has approved or disapproved of the Securities or determined that this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE UNIFORM SECURITIES ACT (‘‘RSA 421-B’’) WITH THE STATE OF NEW HAMPSHIRE, NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE, CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,

iii COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT, NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION, MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO INVESTORS IN EEA This Prospectus has been prepared on the basis that all offers of the Offer Securities (other than in Romania) will be made pursuant to an exemption under Article 3 of the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Offer Securities. Accordingly, any person making or intending to make any offer within the EEA of the Securities should only do so in circumstances in which no obligation arises for the Company, the Managers or any other person to produce a prospectus for such offer. The Company and the Managers have not authorised, nor do they authorise, the making of any offer of the Offer Securities through any financial intermediary, other than offers made by the Managers, including through the Distribution Group (as defined in the ‘‘Definitions and Glossary of Selected Terms’’), which constitute the final placement of the Offer Securities contemplated in this Prospectus. In relation to each member state of the EEA that has implemented the Prospectus Directive (each, a ‘‘Relevant Member State’’), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, the offer of any Offer Securities which are the subject of the Offering contemplated by this Prospectus is not being made and will not be made to the public in that Relevant Member State (other than in Romania), other than: (a) to any legal entity which is a ‘‘Qualified Investor’’ as defined in Article 2(1)(e) of the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive (as defined below), 150 natural or legal persons (other than Qualified Investors as defined in the Prospectus Directive) in any Relevant Member State; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Securities shall require the Company to publish a prospectus pursuant to Article 3 of the Prospectus or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this notice to investors, the expression an ‘‘offer of the Offer Securities’’ in relation to the Offer Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offer Securities to be offered so as to enable an investor to decide to subscribe for or purchase the Offer Securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. Each subscriber for or purchaser of Offer Securities in the Offering located within a member state of the EEA (other than in Romania) will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor. The Company, the Managers and their affiliates, and others will rely upon the truth and accuracy of the foregoing representation, acknowledgment and agreement. For the purposes of this Prospectus, the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in each Relevant Member State), and includes any relevant implementing measure in each Relevant Member State of the EEA and the expression ‘‘2010 PD Amending Directive’’ means Directive 2010/73/EU.

NOTICE TO INVESTORS IN THE UNITED KINGDOM This Prospectus is for distribution only to, and is directed only at Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ‘‘Financial Promotion Order’’), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iii) are other persons

iv to whom they may otherwise lawfully be communicated (all such persons, including Qualified Investors, together being referred to as ‘‘Relevant Persons’’). In the United Kingdom, this Prospectus is directed only at Relevant Persons and must not be acted on or relied on by anyone who is not a Relevant Person. In the United Kingdom, any investment or investment activity to which this Prospectus relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Prospectus are not historical facts and are ‘‘forward-looking’’ within the meaning of Section 27A of the Securities Act and Section 21E of the US Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). This Prospectus includes forward-looking statements, which include, without limitation, any statements preceded by, followed by or that include the words ‘‘may’’, ‘‘will’’, ‘‘would’’, ‘‘should’’, ‘‘expect’’, ‘‘intend’’, ‘‘estimate’’, ‘‘forecast’’, ‘‘anticipate’’, ‘‘project’’, ‘‘believe’’, ‘‘seek’’, ‘‘plan’’, ‘‘predict’’, ‘‘continue’’, ‘‘commit’’, ‘‘undertaking’’ and similar expressions or their negatives. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause its actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the present and future business strategy of the Company and its Subsidiaries (the ‘‘Group’’) and the environment in which the Group will operate in the future. Among the important factors that could cause the Company’s actual results, performance or achievements to differ materially from those expressed in such forward-looking statements are those in ‘‘Operating and Financial Review’’, ‘‘Risk Factors’’ and elsewhere in this Prospectus. These factors include, but are not limited to:

Risks Relating to the Group’s Business and Industry • The Group’s supply segment will face an increase in competition for the supply of electricity as the electricity supply market continues to be liberalised • The Group’s financial performance could be adversely affected by changes in tariffs set for the regulated market • The Group’s supply segment could lose its status as supplier of last resort • After the Offering, the State will continue to have significant influence over the Company • The Group’s financial performance could be adversely affected by changes in electricity prices and the Group has no hedging protection in place against such event • Demand for electricity in Romania is dependent on various factors over which the Group has no control, such as economic, political, climatic conditions • The Group is subject to significant regulatory requirements and is required to maintain regulatory approvals; as such it may be exposed to significant liabilities if it fails to maintain such approvals or comply with such requirements or approvals • Components of the Group’s distribution network are subject to deterioration over time • A strike or other labour disruption could adversely affect the Group’s business • The Group’s assets and/or business could be damaged by natural and man-made acts or disasters • The Group’s IT systems are outdated and are not integrated • The migration of the Group to a new integrated ERP system may encounter difficulties and delays • The Group has limited experience in financial reporting based on IFRS-EU • The Group’s distribution segment subsidiaries may be operating under concessions agreements which have not entered into force • A minority shareholder in the Group’s distribution and supply segment subsidiaries (EDMN, EDTN, EDTS and Electrica Furnizare) may be entitled to require Electrica to sell a portion of its shares in such companies on the Bucharest Stock Exchange • The Group may face risks associated with restitution claims with regard to certain real estate properties

v • Ownership title over certain real estate properties owned by members of the Group may be deemed uncertain • Electrica Furnizare may be prohibited from suspending or interrupting the supply of electricity to certain of the Group’s customers, even if such customers are in payment default • Failure to execute management’s business strategy may lead to cost savings and revenue forecasts being lower than predicted for the Group • The Group’s reputation, future prospects or results of operations may be materially adversely affected by claims or litigation • Failure to observe public procurement legislation by members of the Group may lead to fines and voided contracts • The Group may be subject to insurance claims for which it has not adequately made provision • The Capital Increase may be annulled and/or the Offering may be cancelled • Share capital increases resulting from State land contributions may result in the State holding more than 50% of Electrica’s shares • Members of the Group may not have valid legal title for the lands on which the network or the network infrastructure they operate is located • Share capital increases in the Company from in-kind contributions of real estate may be voided • Fondul Proprietatea, a minority shareholder of the distribution and supply subsidiaries of the Group, may seek to block decision making • Failure by the State to amend the law restricting share acquisitions by Electrica will restrict the Group’s strategy • The Group’s position in electricity distribution and supply markets may expose it to claims relating to abuse of dominant position • Provisions contained in certain financing agreements to which members of the Group are party may restrict their operations • The Group may be exposed to liabilities in respect of State Aid • The Company may face additional claims from tax authorities for budgetary debts due for previous periods

Risks relating to the Reorganisation • Liquidation and insolvency of the Group’s service subsidiaries and the Spin-off may result in residual legal liability for the Company • The Spin-off may be challenged by third parties or may be unenforceable against ENEL, EON and CEZ

vi • Romania may face difficulties related to its post-accession process to the European Union • Romania’s infrastructure is in poor condition, which could disrupt normal business activity and in turn the Group’s business, result of operations and prospects • The Romanian legal system and Romanian legislation continue to develop, which may create an uncertain environment for investment and for business activity • The Romanian taxation system is subject to change and may issue inconsistent interpretations of tax legislation

Risks relating to the Offer and the Offer Securities • The Company is a holding company with limited operations and relies on its operating subsidiaries to provide it with funds necessary to meet its financial obligations and to pay dividends on the Offer Securities • There is currently no trading market for the Offer Securities • The Securities may be subject to price volatility • The prevailing trading price of the Offer Securities could be adversely affected by future sales, or the real or perceived possibility of sales, of a significant number of the Securities in the public market • The Offer Securities may not be transferred freely especially in the United States or other countries • Holders of the Offer Securities in certain jurisdictions (including the United States) may not be able to exercise their pre-emptive rights and ownership interests may therefore be diluted • Inability to admit the Securities to trading on the Bucharest Stock Exchange and London Stock Exchange, as applicable • Suspension of trading in the Shares • Investors may not be able to enforce judgments obtained in US courts against the Company • Exchange rate fluctuations may impair the return in the investment in the Shares • The Company may not pay dividends in the future, and foreign shareholders and holders of the GDRs may also be subject to limitations or delays in repatriating their earnings from distributions made on the underlying Shares • Following the Offering, holders of Shares may not be able to deposit the Shares in the Company’s GDR facility in order to receive GDRs, and changes in Romanian regulatory policy with respect to the placement and circulation of the Shares outside Romania in the form of GDRs or otherwise may negatively affect the market for the Securities being offered • Voting rights with respect to the Shares represented by the GDRs are subject to procedural steps and practical limitations imposed by the terms of the Deposit Agreement and the relevant requirements of Romanian law • The rights of minority shareholders may be limited under Romanian law The above list of important factors is not exhaustive. When reviewing forward-looking statements, investors should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic, social and legal environment in which the Company operates. Other sections of this Prospectus describe additional factors that could adversely affect the Company’s results of operations, financial condition and the development of the industry in which the Group operates. New risks affecting the Group’s operations and business can emerge from time to time, and it is not possible for the Company to predict all such risks, nor can the Company assess the impact of all such risks or the extent to which any such risks, or combination of such risks and other factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not rely on forward-looking statements as a prediction of actual results. Forward-looking statements contained in this Prospectus speak only as at the date of this Prospectus. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with

vii regard thereto or any change in events, conditions or circumstances on which any of such statements are based unless required to do so by any applicable regulatory regime.

AVAILABLE INFORMATION For so long as any Securities are ‘‘restricted securities’’ within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which the Company is neither subject to Section 13 or Section 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner upon the request of such holder, beneficial owner or prospective purchaser, the information required to be delivered to such person pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) to permit compliance with Rule 144A in connection with resales of GDRs.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES The Company is incorporated under the laws of Romania. Certain persons referred to herein are residents of Romania and certain entities referred to herein are organised under the laws of Romania. All or a substantial portion of the assets of such persons and entities are located in Romania. As a result, it may not be possible for investors to: • effect service of process within the United States or other countries upon any of the Company’s directors and senior managers named in this Prospectus; or • enforce, in the United States or other countries, court judgments obtained in courts of the United States or such other countries against the Company or any of its directors and senior managers named in this Prospectus in any action. In addition, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the United States, liabilities predicated upon US securities laws, as the case may be. Furthermore, the United States and Romania currently do not have bilateral or other treaties between them providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. However, under Romanian law reciprocity is presumed to exist in fact (de facto) unless there is proof to the contrary, such proof to be determined by the Romanian Ministry of Justice, in consultation with the Romanian Ministry of Foreign Affairs. A final and conclusive judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon US federal securities laws, would not automatically be recognised or enforceable in Romania. A judgment of a court of law of a non-EU member state made in personam for a certain sum, which is not impeachable as void or voidable under the internal laws of the foreign jurisdiction (a ‘‘Non-EU Judgment’’) would be recognised in Romania provided that the relevant conditions in respect of recognition and enforcement of foreign judgments set out under the Romanian Civil Procedure Code are met, which includes without limitation the following: (a) the Non-EU Judgment is final (‘‘hotarare definitiva’’) and enforceable according to the law of the state where it was given; (b) the Non-EU Judgment must have been rendered by a competent court, according to lex fori, but without relying exclusively on the presence in that jurisdiction of the defendant or of some of its assets which are not directly connected to that litigation; (c) there exists reciprocity regarding the effects of foreign judgments between Romania and the foreign jurisdiction which rendered the Non-EU Judgment whose recognition is sought; (d) when given in default of appearance of the losing party, the Non-EU Judgment must ascertain that the party who lost the trial was served in due course with the summons for the hearing where the court tried the merits of the case and with the document which instituted the proceedings and that such party was given the possibility to defend itself and to challenge the Non-EU Judgment; (e) such Non-EU Judgment was not obtained by fraud or in a manner manifestly inconsistent with or contrary to public order of Romanian international private law and the enforcement thereof would not be inconsistent with or contrary to the public order of Romanian private international law; (f) where the Non-EU Judgment is rendered in an area of law where persons cannot dispose freely of their rights, the Non-EU Judgment was not obtained exclusively for the purpose of withholding the matter from the incidence of the law that would otherwise be applicable pursuant to Romanian conflict of law rules; (g) no substantially similar action or proceeding involving the same parties resulted in a judgment (even if not final) of the Romanian courts or is pending before

viii Romanian courts as at the date the foreign jurisdiction which rendered the Non-EU Judgment is vested; (h) the Non-EU Judgment is not irreconcilable with a prior foreign judgment which may be recognised in Romania; (i) Romanian courts did not have exclusive jurisdiction to try the subject matter of the Non-EU Judgment pursuant to Romanian civil procedure laws; (j) the right of defence was not breached; (k) the Non-EU Judgment may not be challenged in any other manner in the state where it was rendered; and (l) the application for recognition before Romanian courts is duly made according to the Romanian procedural rules and encloses all the documentation thereby required. Additionally, the recognition of the Non-EU Judgment may not be refused solely for the reason that the foreign court rendering the Non-EU Judgment applied another law than the law that would have been applicable according to Romanian conflict of law rules, except where the trial concerns the civil status and the capacity of a Romanian citizen and the solution adopted by the court differs from the solution that would have been reached according to the Romanian law. A Non-EU Judgment can be enforced in Romania based on a final decision of a Romanian competent court approving the enforcement, only if: (i) the requirements mentioned above for the recognition in Romania of Non-EU Judgments are met; (ii) where the Non-EU Judgment establishes an obligation arising from a foreign fiscal law, there exists reciprocity regarding the effects of foreign judgments in the relevant fiscal matter between Romania and the foreign jurisdiction which rendered the Non-EU Judgment whose recognition and enforcement is sought; (iii) the enforcement of such Non-EU Judgment does not constitute, directly or indirectly, the enforcement of foreign criminal laws; (iv) the right to require enforcement is not time barred according to the statute of limitation provisions (‘‘prescriptia dreptului de a cere executarea silita’’) of Romanian law; and (v) the application for enforcement before Romanian courts is duly made according to the Romanian procedural rules and encloses all the documentation thereby required. A court judgment rendered in an EU member state other than Romania (an ‘‘EU Judgment’’) would be recognised in Romania only if the relevant conditions provided by Council Regulation (EC) No 44/2001 on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters (‘‘EC Regulation No. 44/2001’’) are met, including: (a) such recognition is not manifestly contrary to public order in Romania; (b) where it was given in default of appearance, if the defendant was served with the document which instituted the proceedings or with an equivalent document in sufficient time and in such a way as to enable him to arrange for his defence and failing that, if the defendant failed to commence proceedings to challenge the judgment when it was possible for him to do so; (c) it is not irreconcilable with a judgment given in a dispute between the same parties in Romania; (d) it is not irreconcilable with an earlier judgment given in a EU member state (other than Romania) or in a third state involving the same cause of action and between the same parties, provided that the earlier judgment fulfils the conditions necessary for its recognition in Romania; and (e) the EU Judgment does not conflict with the provisions of EC Regulation No. 44/2001 dealing with jurisdiction in matters relating to insurance, jurisdiction over customer contracts and exclusive jurisdiction. Other conditions may be applicable with respect to specific matters, under special Romanian legislation or international conventions. An EU Judgment can be enforced in Romania based on a final decision of a Romanian competent court approving the enforcement, only if the provisions provided by EC Regulation No. 44/2001 are met, including: (i) it is enforceable in the EU member state where the EU Judgment was made; (ii) the Romanian competent court is provided with a copy of the EU Judgment which satisfies the conditions necessary to establish its authenticity; (iii) the Romanian competent court is provided with an original certificate issued by the relevant EU member state’s court or other competent authority substantially in the form set out in Annex V of EC Regulation No. 44/2001 and none of the conditions above preventing the recognition of an EU Judgment is applicable; (iv) where the EU Judgment orders a periodic payment by way of penalty (including, but not limited to, default interest), the amount of the payment has been finally determined by the courts of the EU member state of origin; and (v) the right to enforce the final judgment is not restricted by any limitation period. In addition to and independently from the procedure provided by EC Regulation No. 44/2001, EC Regulation No. 805/2004 of the European Parliament and of the European Council regulates the creation of a European enforcement order for uncontested claims in civil and commercial matters (the ‘‘European Enforcement Order’’). Under EC Regulation No. 805/2004, a claim shall be regarded as uncontested if: (a) the debtor has expressly agreed to it by admission or by means of a settlement which has been approved by a court or concluded before a court in the course of proceedings; or (b) the debtor has never objected to it, in compliance with the relevant procedural requirements under the law of the EU member state of origin, in the course of the court proceedings; or (c) the debtor has not appeared or been

ix represented at a court hearing regarding that claim after having initially objected to the claim in the course of the court proceedings, provided that such conduct amounts to a tacit admission of the claim or of the facts alleged by the creditor under the law of the EU member state of origin; or (d) the debtor has expressly agreed to it in an authentic instrument. A judgment that has been certified as a European Enforcement Order in the EU member state of origin shall be recognised and enforced in the other EU member states without the need for a declaration of enforceability and without any possibility of opposing its recognition. A judgment on an uncontested claim delivered in a EU member state shall, upon application at any time to the court of origin, be certified as a European Enforcement Order if: (a) the judgment is enforceable in the EU member state of origin; and (b) the judgment does not conflict with the rules on jurisdiction as laid down in EC Regulation No. 44/2001; and (c) the court proceedings in the EU member state of origin meet the minimum requirements as set out in EC Regulation No. 805/2004 (where the claim is deemed uncontested because the debtor has never objected to the claim or has not appeared or been represented at a court hearing as detailed above); and (d) the judgment was given in the EU member state of the debtor’s domicile within the meaning of EC Regulation No. 44/2001, in cases where: (i) a claim is uncontested (where the debtor has never objected to the claim or has not appeared or been represented at a court hearing as detailed above); and (ii) it relates to a contract concluded by a person (a ‘‘consumer’’) for a purpose which can be regarded as being outside his trade or profession; and (iii) the debtor is the consumer. The European Enforcement Order certificate shall take effect only within the limits of the enforceability of the judgment. The enforcement procedures shall be governed by the law of the EU member state of enforcement. A judgment certified as a European Enforcement Order shall be enforced under the same conditions as a judgment handed down in the EU member state of enforcement. Enforcement shall, upon application by the debtor, be refused by the competent court in the EU member state of enforcement if the judgment certified as a European Enforcement Order is irreconcilable with an earlier judgment given in any EU member state or in a third country, provided that: (a) the earlier judgment involved the same cause of action and was between the same parties; and (b) the earlier judgment was given in the EU member state of enforcement or fulfils the conditions necessary for its recognition in the EU member state of enforcement; and (c) the irreconcilability was not and could not have been raised as an objection in the court proceedings in the EU member state of origin. Under no circumstances may the judgment or its certification as a European Enforcement Order be reviewed as to its substance in the EU member state of enforcement.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION General Investors should rely only on the information in this Prospectus. No person has been authorised to give any information or to make any representations other than those contained in this Prospectus in connection with the Offer and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company or the Managers. No representation or warranty, express or implied, is made by any Manager or any selling agent as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Managers or any selling agent as to the past, present or future. Without prejudice to any obligation of the Company to publish an amendment to the prospectus pursuant to section 87G of the FSMA and PR 3.4.1 of the prospectus rules of the Financial Conduct Authority (the ‘‘FCA’’) made pursuant to Section 73A of the FSMA (the ‘‘Prospectus Rules’’) or article 179 of the Capital Markets Law, neither the delivery of this Prospectus nor any subscription or sale made under this Prospectus shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company taken as a whole since the date hereof or that the information contained herein is correct as of any time subsequent to its date. The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective investor should consult his or her own lawyer, financial advisor or tax advisor for legal, financial or tax advice in relation to any subscription, purchase or proposed subscription or purchase of Offer Securities. In connection with the Offer, each of the Managers and any of their affiliates, acting as investors for its or their own accounts, may subscribe for and/or purchase Offer Securities, and in that capacity may

x retain, purchase, sell, offer to sell or subscribe for or otherwise deal for its or their own accounts in such Offer Securities and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in this Prospectus to the Offer Securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any Manager and any of its affiliates acting as an investor for its own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. None of the Company or the Managers is making any representation to any offeree or purchaser of the Offer Securities regarding the legality of an investment by such offeree or purchaser. None of the Managers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to, the contents of this Prospectus or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Offer Securities or the Offer and nothing in this Prospectus will be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of the Managers accordingly disclaims all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. Prior to making any decision as to whether to subscribe for or purchase the Offer Securities, prospective investors should read this Prospectus in its entirety. In making an investment decision, prospective investors must rely upon their own examination of the Company and the terms of this Prospectus, including the risks involved.

Financial Statements of the Company The Company’s audited consolidated financial statements as of and for the years ended 31 December 2013, 2012 and 2011 (the ‘‘Audited Consolidated Financial Statements’’), the Company’s unaudited financial information for the three months ended 31 March 2014 and 2013 (the ‘‘Interim Unaudited Consolidated Financial Statements’’ and, together with the Audited Consolidated Financial Statements, the ‘‘Consolidated Financial Statements’’) and the Company’s unaudited pro forma financial information dated 31 December 2013 and 31 March 2014 showing the effect of the Spin-off of the minority interests held by the Company (the ‘‘Unaudited Pro Forma Financial Information’’) are included in this Prospectus. The Audited Consolidated Financial Statements included in this Prospectus have been prepared in accordance with International Financial Reporting Standards (‘‘IFRS’’), as adopted by the European Union (‘‘IFRS-EU’’). The Interim Unaudited Consolidated Financial Statements have been prepared in accordance with IAS 34 ‘‘Interim Financial Reporting’’. The Consolidated Financial Statements are presented in Romanian Lei (‘‘RON’’) rounded to the nearest thousand.

Unaudited operating information The Group’s unaudited operating information in relation to its business is derived from the following sources: (i) internal records related to the volumes and customer numbers in the Group’s distribution segment and customer numbers in the Group’s supply segment; (ii) accounting systems (based on invoices issued and/or received); (iii) internal reporting systems supporting the preparation of financial statements; (iv) management assumptions and analyses; and (v) discussions with key operating personnel. Operating information derived from management accounts or internal reporting systems in relation to the Group’s business is to be found principally in ‘‘Operating and Financial Review’’ and ‘‘Business’’.

Non-IFRS measures The Company has included certain measures in this Prospectus that are not measures defined by IFRS. These include EBITDA, Group adjusted EBITDA, net income margin, capital expenditure and net debt (cash). The Company has included these measures for the reasons described below; however, these measures should not be used instead of, or considered as alternatives to, its historical financial results based on IFRS-EU. The Company defines and calculates EBITDA as consolidated profit (loss) before tax adjusted for (i) consolidated depreciation, amortisation and impairment/reversal of impairment of property, plant and equipment and intangible assets, (ii) consolidated net finance (cost)/income, (iii) consolidated share of profit (loss) of equity-accounted investees (as disclosed in the income statements). The Company defines and calculates Group adjusted EBITDA as EBITDA adjusted for non-recurrent events (i) consolidated impairment/reversal of impairment of trade and other receivables, net and (ii) consolidated write down/

xi reversal of write down of inventories, net. The Company defines profitability margin as net profit dividend by revenue. The Company defines and calculates net debt (cash) as total of interest-bearing loans and borrowings, financing of property, plant and equipment and lease liabilities less cash and cash equivalents. The Company defines working capital as current assets less current liabilities as at the end of the period. The Company believes that the presentation of these non IFRS measures enhances an investor’s understanding of the Group’s financial performance. These non IFRS measures are not presented in accordance with IFRS and the Company’s use of them may vary from others in the Group’s industry. These non IFRS measures have limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information as reported under IFRS. For example, adjusted EBITDA does not reflect the effect of finance costs, income tax expense or depreciation, amortisation and impairment on the Group’s operating performance. In addition, EBITDA and adjusted EBITDA should not be considered as alternatives to net profit or any other performance measures derived in accordance with IFRS or as an alternative to cash flow from operating activities or as a measure of the Group’s liquidity. In particular, adjusted EBITDA should not be considered as a measure of discretionary cash available to the Group to invest in the growth of its business.

Market information Market data used in this Prospectus under the captions ‘‘Summary’’, ‘‘Risk Factors’’, ‘‘Operating and Financial Review’’, ‘‘Market Overview’’ and ‘‘Business’’ has been extracted from official and industry sources and other sources the Company believes to be reliable. Sources of such information, data and statistics include ANRE, Eurostat, the National Prognosis Commission, the IMF, OPCOM and the Romanian Institute for Statistics. Such information, data and statistics have been accurately reproduced and, as far as the Company is aware and is able to ascertain from information published or provided by the aforementioned sources, no facts have been omitted which would render the reproduced information, data and statistics inaccurate or misleading.

Countries In this Prospectus, all references to ‘‘US’’ are to the United States of America, all references to ‘‘UK’’ are to the United Kingdom, all references to the ‘‘EU’’ are to the European Union and its member states as of the date of this Prospectus, and all references to the ‘‘EEA’’ are to the European Economic Area and its member states as of the date of this Prospectus.

Currencies In this Prospectus, all references to ‘‘RON’’ and ‘‘Lei’’ are to the lawful currency of Romania, all references to ‘‘E’’, ‘‘EUR’’ and ‘‘euro’’ are to the lawful currency introduced at the start of the third stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro, as amended, and all references to ‘‘US$’’, ‘‘$’’, ‘‘US dollar’’, ‘‘USD’’ and ‘‘dollar’’ are to the lawful currency of the United States. Solely for the convenience of the reader, and except as otherwise stated, this Prospectus contains translations of certain RON amounts, derived from the Consolidated Financial Statements and other financial information included in the Prospectus, into US dollars/euro at the average rate for 2013 of RON 3,3279 to US$ 1.00 and, respectively, RON 4,4190 to EUR 1.00. The translations of some RON or US dollar/euro amounts derived from third party sources may differ from the convenience translations used in this Prospectus. The Company makes no representation that the RON amounts referred to in this Prospectus could have been or could be converted into any currency at the above exchange rate, at any other rate or at all. The Company’s functional and reporting currency is the RON, as it reflects the economic substance of the Company’s underlying events and circumstances. See also, ‘‘Exchange Rate Information’’.

Rounding Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

xii EXCHANGE RATE INFORMATION The following tables show, for the periods indicated, information relating to the exchange rates between the RON and the US dollar, based on information derived from the National Bank of Romania. The columns titled ‘‘Average’’ in the tables below show the average of the daily reference rates for the respective periods.

Years ended 31 December High Low Average Period End (RON per US dollar) 2009 ...... 3.4257 2.7883 3.0493 2.9361 2010 ...... 3.5697 2.8388 3.1779 3.2045 2011 ...... 3.3423 2.7408 3.0486 3.3393 2012 ...... 3.8343 3.2357 3.4682 3.3575 2013 ...... 3.4628 3.2033 3.3279 3.2551

3-month period ended 31 March High Low Average Period End (RON per US dollar) 2013 ...... 3.4497 3.2033 3.3221 3.4455 2014 ...... 3.3514 3.2298 3.2863 3.2304

Month ended High Low Average Period End (RON per US dollar) April 2014 ...... 3.2536 3.2029 3.2299 3.2194 May 2014 ...... 3.2468 3.1799 3.2205 3.2307

Source: National Bank of Romania The following tables show, for the periods indicated, information relating to the exchange rates between the RON and the EUR, based on information derived from the National Bank of Romania. The columns titled ‘‘Average’’ in the tables below show the average of the daily reference rates for the respective periods.

Year ended 31 December High Low Average Period End (RON per EUR) 2009 ...... 4.3127 4.0296 4.2373 4.2282 2010 ...... 4.3688 4.0653 4.2099 4.2848 2011 ...... 4.3620 4.0735 4.2379 4.3197 2012 ...... 4.6481 4.3219 4.4560 4.4287 2013 ...... 4.5535 4.3072 4.4190 4.4847

3-month period ended 30 March High Low Average Period End (RON per EUR) 2013 ...... 4.4286 3.4497 4.3852 4.4154 2014 ...... 4.5447 4.4514 4.5021 4.4553

(RON per EUR) April 2014 ...... 4.4762 4.4403 4.4620 4.4503 May 2014 ...... 4.4419 4.3934 4.4245 4.3986

Source: National Bank of Romania The Company makes no representation that the RON amounts referred to in this Prospectus could have been or could be converted into any currency at the above exchange rates, at any other rate or at all.

xiii CONTENTS

Page SUMMARY ...... 1 RISK FACTORS ...... 43 THE OFFERING ...... 63 USE OF PROCEEDS ...... 69 DIVIDEND POLICY ...... 70 CAPITALISATION AND INDEBTEDNESS ...... 71 SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION ...... 73 THE REORGANISATION ...... 78 UNAUDITED PRO FORMA FINANCIAL INFORMATION AND REPORTS THEREON . . . 79 OPERATING AND FINANCIAL REVIEW ...... 91 MARKET OVERVIEW ...... 146 BUSINESS ...... 159 BOARD AND MANAGEMENT ...... 198 PRINCIPAL SHAREHOLDER ...... 214 DESCRIPTION OF SHARE CAPITAL AND CORPORATE STRUCTURE ...... 215 RELATED PARTY TRANSACTIONS ...... 223 MATERIAL CONTRACTS ...... 224 REGULATION ...... 228 TERMS AND CONDITIONS OF THE GLOBAL DEPOSITARY RECEIPTS ...... 244 SUMMARY OF THE PROVISIONS RELATING TO THE GLOBAL DEPOSITARY RECEIPTS WHILST IN MASTER FORM ...... 262 DESCRIPTION OF ARRANGEMENTS TO SAFEGUARD THE RIGHTS OF THE HOLDERS OF THE GLOBAL DEPOSITARY RECEIPTS ...... 264 CERTAIN ERISA CONSIDERATIONS ...... 267 TAXATION ...... 269 SUBSCRIPTION AND SALE ...... 282 SELLING AND TRANSFER RESTRICTIONS ...... 298 SETTLEMENT AND TRANSFER ...... 302 INFORMATION RELATING TO THE GDR ...... 307 INDEPENDENT AUDITORS ...... 308 GENERAL INFORMATION ...... 309 DEFINITIONS AND GLOSSARY OF SELECTED TERMS ...... 311 INDEX TO FINANCIAL STATEMENTS ...... F-1 APPENDIX A—DISTRIBUTION NETWORK FOR RETAIL INVESTORS ...... A-1 APPENDIX B—INFORMATION NOT APPLICABLE TO THE PROSPECTUS UNDER REGULATION (EC) NO. 809/2004 ...... B-1

xiv SUMMARY Summaries are made up of disclosure requirements known as ‘‘Elements’’. These Elements are numbered in Sections A-E (A.1-E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. An Element may be required to be inserted in the summary because of the type of securities offered and the issuer, although no relevant information can be given. In this case a short description of the Element is included in the summary referenced as ‘‘not applicable.’’

Section A—Introduction and warnings A.1 Warning. This summary should be read as an introduction to the Prospectus; any decision to invest in the Offer Securities should be based on consideration of the Prospectus as a whole by the investor; where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the member states, have to bear the costs of translating the Prospectus before the legal proceedings are initiated; civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading when read together with the other parts of the Prospectus or if it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Consent by the issuer or Not applicable. Societatea Comerciala˘ de Distribu¸tie ¸si person responsible for Furnizare a Energiei Electrice ‘‘ELECTRICA’’ S.A. has not drawing up the prospectus consented to the use of the Prospectus for subsequent resale or to the use of the prospectus final placement of securities by financial intermediaries. for subsequent resale or final placement of securities by financial intermediaries.

Section B—Issuer B.1 The legal and commercial The Company’s corporate name is Societatea Comerciala˘ de name of the issuer. Distribu¸tie ¸si Furnizare a Energiei Electrice ‘‘ELECTRICA’’ S.A. and its registered commercial name is ‘‘ELECTRICA S.A.’’ B.2 The domicile and legal form The Company is a joint stock company, registered with the of the issuer, the legislation Romanian Trade Registry Office attached to the Bucharest under which the issuer Court (the ‘‘Trade Registry’’) under number J40/7425/2000, operates and its country of having sole registration code 13267221. The Company’s incorporation. corporate seat is in 9 Grigore Alexandrescu Street, 1st District, Bucharest, Romania and its business address is 9 Grigore Alexandrescu Street, 1st District, Bucharest, Romania. The Company was founded in the form of a joint stock company in accordance with the provisions of GD no. 627/2000, and the provisions of Law no. 31/1990 on companies, as amended (the ‘‘Companies Law’’).

1 B.3 A description of, and key The Group is the leading distributor and supplier of electricity in factors relating to, the Romania. The Group’s core business segments are the nature of the issuer’s current distribution of electricity to users and the supply of electricity to operations and its principal households and non-household consumers. Electrica’s activities, stating the main distribution segment operates through its subsidiaries EDMN, categories of products sold EDTS, EDTN and Electrica Serv and is geographically limited and/or services performed to Northern Muntenia, Northern Transylvania and Southern and identification of the Transylvania. The Group holds exclusive Distribution Licences principal markets in which for these regions which have a remaining term of 13 years and the issuer competes. may be extended. Electrica’s supply segment operates through its subsidiary Electrica Furnizare and supplies electricity to consumers both on the regulated electricity market (in the regions where the distribution subsidiaries of the Group operate) and the competitive electricity market (throughout Romania). The Group also holds two supply licences covering the whole of Romania, which have a remaining term of 7 and 8 years respectively and which may be renewed. As part of its distribution business, Electrica provides equipment maintenance, repair and other ancillary services to its network and, to a small degree, to third parties. In the year ended 31 December 2013, the Group generated consolidated revenues of approximately RON 5.2 billion and consolidated EBITDA of approximately RON 749 million from its operations. The Group distributed approximately 16.1 TWh representing approximately 39% of electricity distributed in Romania and supplied approximately 9.7 TWh of electricity representing approximately 22.1% of electricity supplied in Romania to approximately 3.56 million end consumers over the same period. The Group operates in highly populated and industrialised areas of Romania. As at 31 March 2014, Electrica’s distribution business operated 8,389 km of high voltage lines, 45,643 km of medium voltage lines and 134,834 km of low voltage lines, with approximately 3.6 million users across its distribution network. B.4a A description of the most The Group operates in a significantly regulated industry. As a significant recent trends consequence, the legal and regulatory framework relating to affecting the issuer and the electricity distribution and supply in Romania, significantly industries in which it affects the Group’s business. Approximately 74% of the Group’s operates. consolidated revenue was generated from regulated activities in 2013. As part of EU wide legislative changes to unbundle vertically integrated power generators, distributors and suppliers, Romania is in the process of liberalising the supply of electricity to household consumers through gradual tariff adjustments and encouraging the development of modern electricity distribution networks through regulatory treatment that benefits certain capital expenditures by operators, including the Group. Electricity supply liberalisation in Romania will increase competitive pressure for the Group. In addition, the Group’s activities are affected by general macroeconomic conditions in Romania and therefore demand for electricity.

2 B.5 If the issuer is part of a The Company is a holding company for the Group, which group, a description of the comprises four subsidiaries in its distribution segment, EDMN, group and the issuer’s EDTN, EDTS and Electrica Serv, and one subsidiary, Electrica position within the group. Furnizare, in its supply segment. The Group also includes five service entities owned by Electrica, i.e. SEMU, SEB, SED, SEMO and SEO. SEO is under insolvency proceedings and SEB, SED, SEMO are currently subject to dissolution and liquidation. However, with respect to SED and SEMO the appointed liquidators submitted to the Company the documentation attesting the insolvency status of these two entities in May 2014 and with respect to SEB, Electrica Serv has requested the opening of the insolvency proceedings in April 2014. B.6 In so far as is known, the As at the date of the Prospectus, the State, represented by the name of any person who, Ministry of Economy (acting through the Department for directly or indirectly, has an Energy) is the sole shareholder and has 100% interest in the interest in the issuer’s Shares, equating to a holding of 168,751,185 Shares. Following capital or voting rights the Offering, the State represented by the Ministry of Economy which is notifiable under the (acting through the Department for Energy) will hold a 48.8% issuer’s national law, interest in the Shares, equating to a holding of 168,751,185 together with the amount of Shares, subject to a potential increase to 49.9% in the event the each such person’s interest. stabilisation actions contained in the Underwriting Agreement Whether the issuer’s major are exercised in full. There is only one class of Shares in the shareholders have different Company and all Shares rank equally. There are no different voting rights if any. To the voting rights attached to the Shares. extent known to the issuer, state whether the issuer is directly or indirectly owned by controlled and by whomand describe the nature of such control.

3 B.7 Selected historical key financial The financial information set forth below for the years ended information regarding the issuer, 31 December 2013, 2012 and 2011 has been extracted from the presented for each financial year Audited Consolidated Financial Statements as of and for the of the period covered by the years ended 31 December 2013, 2012 and 2011 and the financial historical financial information, information set forth below for the three month period ended and any subsequent interim 31 March 2014 has been extracted from the Interim Unaudited financial period accompanied by Consolidated Financial Statements for the three months ended comparative data from the same 31 March 2014 included in the Prospectus. period in the prior financial year except that the requirement for comparative balance sheet Summary of consolidated income statements and of consolidated information is satisfied by statements of profit or loss and other comprehensive income 3-month period Year ended presenting the year-end balance ended 31 March 31 December Year ended 31 December sheet information. This should 2014 2013 2013 2013 2012 2011 (Pro-forma)(1) (Pro-forma)(1) be accompanied by a narrative (RON million) description of significant change (Unaudited) (Audited) Revenues ...... 1,211 1,396 5,157 5,157 5,253 5,368 to the issuer’s financial Other income ...... 32 30 133 133 124 216 condition and operating results Electricity purchased ...... (624) (837) (2,845) (2,845) (3,089) (3,650) Green certificates ...... (92) (107) (414) (414) (302) (91) during or subsequent to the Salaries and other employee benefits . . . . (172) (177) (766) (766) (755) (793) period covered by the historical Repairs, maintenance and materials . .... (11) (17) (103) (103) (161) (209) Depreciation and amortisation ...... (103) (98) (398) (398) (398) (372) key financial information. Reversal of impairment/(Impairment)of property plant and equipment, net . . . . 0 0 (13) (13) (4) (7) Reversal of impairment/(Impairment) of trade and other receivables, net ...... 3 15 21 21 53 (148) Reversal of write down/(Write down) of inventories, net ...... — — 1 1 (18) (14) Other operating expenses ...... (123) (123) (434) (434) (458) (406) Operating profit/loss ...... 119 83 338 338 246 (104) Finance income ...... 3 5 24 24 22 35 Finance costs ...... (4) (9) (35) (35) (46) (53) Net finance cost ...... (1) (4) (12) (12) (24) (17) Share of profit or loss of equity-accounted investees, net of tax ...... — 16 — 63 247 75 Profit/(loss) before tax ...... 118 94 327 390 468 (47) Income tax expense ...... (29) (12) (75) (75) (53) (33) Profit/(loss) for the year ...... 88 82 251 314 416 (80) Profit/(loss) for the year attributable to: —owner of the Company ...... 60 62 180 243 356 (113) —non-controlling interests ...... 28 19 71 71 60 34 Profit/(loss) for the year ...... 88 82 251 314 416 (80) Earnings per share Basic and diluted earnings per share (RON) 0.29 0.30 n/a 1.18 1.73 (0.55) Other comprehensive income Items that will never be reclassified to profit or loss Revaluation of property, plant and equipment ...... — — n/a — — 270 Tax related to revaluation of property, plant and equipment ...... — — n/a — — (45) Impairment of property, plant and equipment ...... — — n/a — (82) — Remeasurement of the defined benefit liability ...... — — n/a 3 (14) 13 Tax related to remeasurements of the defined benefit liability ...... — — n/a (0) 4 (1) Share of changes in other comprehensive income of equity accounted investees . . . — — n/a (0) 108 145 Other comprehensive income, net of tax ... — — n/a 3 16 382 Total comprehensive income ...... 88 82 n/a 317 431 302 Total comprehensive income ...... —attributable to the owner of the Company ...... 60 62 n/a 246 374 216 —attributable to the non-controlling interests ...... 28 19 n/a 72 57 86 Total comprehensive income ...... 88 82 n/a 317 431 302

(1) Pro forma financial information reflects the effect of the Spin-off. For more information, see ‘‘The Reorganisation’’ and ‘‘Pro Forma Financial Information and Reports Thereon’’.

4 Summary of consolidated statements of financial position 31 March

Year ended 31 March 31 December Year ended 31 December 2014 2014 2013 2013 2012 2011 (Pro-forma)(1) (Pro-forma)(1) (RON million) (Unaudited) (Audited) ASSETS Non-current assets Property, plant and equipment ...... 5,956 5,956 5,933 5,933 5,718 5,590 Intangible assets ...... 55 55 59 59 42 46 Equity-accounted investees ...... — — — — 1,042 1,602 Other investments ...... — — — — 1,138 224 Deferred tax assets ...... 74 74 85 85 106 121 Other non-current assets ...... 1 1 1 1 6 4 Total non-current assets ...... 6,087 6,087 6,078 6,078 8,052 7,587 Current assets Trade receivables ...... 1,018 1,018 1,088 1,088 1,011 1,192 Other receivables ...... 37 37 63 63 95 134 Cash and cash equivalents ...... 668 668 651 651 642 499 Inventories ...... 28 28 34 34 35 33 Prepayments ...... 15 15 6 6 40 37 Income tax receivable ...... 29 29 37 37 17 8 Assets held for distribution ...... — 2,232 — 2,243 — — Total current assets ...... 1,796 4,029 1,878 4,122 1,840 1,904 Total assets ...... 7,883 10,116 7,956 10,200 9,892 9,491

EQUITY AND LIABILITIES Equity Share capital ...... 2,004 2,511 2,002 2,509 2,493 2,493 Additional contributions from shareholder . . 50 50 48 48 55 53 Revaluation reserves ...... 680 1,068 693 1,081 1,133 1,164 Other reserves ...... 204 612 204 612 599 579 Retained earnings ...... 742 1,671 658 1,598 1,327 948 Total equity attributable to the owner of the Company ...... 3,680 5,913 3,605 5,848 5,607 5,237 Non-controlling interests ...... 839 839 811 811 765 710 Total equity ...... 4,520 6,752 4,416 6,659 6,372 5,946 Liabilities Non-current liabilities Bank borrowings ...... — — — — — 10 Finance lease ...... 0 0 0 0 1 5 Financing of property, plant and equipment . 115 115 130 130 196 117 Deferred revenue ...... 1,417 1,417 1,422 1,422 1,234 1,131 Deferred tax liabilities ...... 254 254 256 256 263 276 Employee benefits ...... 214 214 213 213 217 189 Other payables ...... 62 62 66 66 77 39 Total non-current liabilities ...... 2,062 2,062 2,087 2,087 1,987 1,767 Current liabilities Bank borrowings ...... — — — — 9 30 Bank overdrafts ...... 38 38 80 80 167 281 Finance lease ...... 0 0 0 0 27 26 Financing of property, plant and equipment . 135 135 143 143 114 104 Trade payables ...... 516 516 628 628 746 930 Other payables ...... 269 269 261 261 182 165 Current income tax liability ...... 15 15 15 15 11 4 Deferred revenue ...... 106 106 89 89 78 83 Employee benefits ...... 137 137 152 152 120 100 Provisions ...... 85 85 85 85 80 53 Total current liabilities ...... 1,302 1,302 1,453 1,453 1,534 1,778 Total liabilities ...... 3,364 3,364 3,540 3,540 3,521 3,545 Total equity and liabilities ...... 7,883 10,116 7,956 10,200 9,892 9,491

(1) Pro forma financial information reflects the effect of the Spin-off. For more information, see ‘‘The Reorganisation’’ and ‘‘Pro Forma Financial Information and Reports Thereon’’.

5 Summary of consolidated statements of cash flows

3-month period ended 31 March Year ended 31 December 2014 2013 2013 2012 2011 (RON million) (Unaudited) (Audited) Cash flow from operating activities Profit/(loss) for the period/year ...... 88 82 314 416 (80) Adjustments for: Depreciation ...... 99 95 383 381 352 Amortisation ...... 4 3 14 16 20 Impairment loss on property, plant and equipment/reversal of impairment of property, plant and equipment, net . . (0) (0) 13 4 7 Loss on disposal of property, plant and equipment . . . . .006 65 Impairment loss on trade and other receivables, net/ reversal of impairment of trade and other receivables, net...... (3) (15) (21) (53) 148 Write-down of inventories, net ...... — — (1) 18 14 Release of deferred revenue ...... (21) (18) (77) (68) (62) Net finance costs/(income) ...... 1 4 12 24 17 Share of profit or loss of equity-accounted investees, net of tax ...... — (16) (63) (247) (75) Income tax expense ...... 29 12 75 53 33 198 148 656 550 380 Changes in: Trade receivables ...... 71 (90) (118) 103 (470) Other receivables ...... 38 (54) 21 7 (80) Prepayments ...... (9) (28) 34 (4) (8) Inventories ...... 522(19)(18) Trade payables ...... (45) 5 37 127 427 Other payables ...... (11) 69 38 59 46 Employee benefits and provisions ...... (14) (10) 36 65 (48) Deferred revenue ...... 32 64 276 181 161 Cash generated from operating activities ...... 266 106 983 1,070 389 Interest paid ...... (3) (7) (21) (29) (32) Income tax paid ...... (13) (13) (47) (45) (40) Net cash from operating activities ...... 251 85 915 996 318 Cash flows from investing activities Payments for purchases of property, plant and equipment . (147) (95) (379) (378) (405) Payments for purchases of property, plant and equipment from customer contribution ...... (22) (38) (246) (181) (161) Payments for purchases of intangible assets ...... (0) (5) (31) (15) (8) Proceeds from sale of property, plant and equipment . . .001 12 Proceeds from sale of investments ...... 141 — — — — Interest received ...... 6 11 21 23 32 Dividends received ...... ——— —35 Net cash used in investing activities ...... (22) (127) (635) (549) (505) Cash flow from financing activities Repayment of financing of property, plant and equipment . (37) (36) (130) (151) (126) Repayment of borrowings ...... — — (10) (30) (10) Dividends paid ...... — — (39) (8) (29) Payment of finance lease liabilities ...... (1) (1) (6) (6) (6) Net cash used in financings activities ...... (38) (37) (185) (194) (171) Net increase/(decrease) in cash and cash equivalents ... 190 (79) 95 252 (358) Cash and cash equivalents at 1 January ...... 571 474 474 218 574 Effect of movements in exchange rates on cash held . . . . (2) (0) 2 4 1 Cash and cash equivalents at 31 December/31 March ... 760 395 571 474 218

On 18 December 2013, an EGMS of the Company proposed the transfer of the Company’s interests in: ENEL Energie Muntenia S.A., ENEL Distributie Muntenia S.A., ENEL Distributie Banat S.A., ENEL, Distributie Dobrogea S.A., ENEL Energie S.A., E.ON Moldova Distributie S.A., E.ON Energie Romania S.A., Electrica Soluziona S.A., Bursa Romana De Marfuri S.A. and Hidro Tarnita S.A. to SAPE through the Spin-off. As part of the Spin-off, which was approved by the court in April 2014 and registered with the Trade Registry in May 2014, Electrica reduced its capital by approximately RON 431 million through the cancellation of 43,123,780 Shares.

6 Pursuant to an EGMS of the Company on 25 April 2014, Electrica’s share capital was increased by RON 38,467,970 through the issue of 3,846,797 shares to the State as an in-kind contribution corresponding to the value of 24 plots of land for which Electrica obtained ownership titles. On 25 April 2014, Electrica Furnizare concluded a convention with CFR regarding the discharge of CFR’s debts to the Group for electricity supply. Pursuant to this convention, on 13 May 2014 CFR paid the principal amount of the debts owed to Electrica Furnizare that had been accrued during 2012-2013, in the sum of RON 221 million. Except as described above, there has been no significant change since 31 December 2013 (which represents the end of the last financial period in relation to which audited financial information has been published) in the financial position of the Company.

7 B.8 Selected key pro forma financial Through the Spin-off, the Company has contributed its interests information, identified as such. in ENEL Energie Muntenia S.A., ENEL Distributie Muntenia S.A., ENEL Distributie Banat S.A., ENEL Distributie Dobrogea S.A., ENEL Energie S.A., E.ON Moldova Distributie S.A., E.ON Energie Romania S.A., Electrica Soluziona S.A., Bursa Romana De Marfuri S.A. and Hidro Tarnita S.A. to SAPE, a newly-formed State-owned company. The effect of the Spin-off is reflected in the Group’s consolidated pro forma financial information included in the section ‘‘Pro Forma Financial Information and Reports Thereon’’. The selected key pro forma Pro-forma statement of financial position as at 31 December 2013 financial information must Unadjusted Electrica Group Adjustments Pro forma as at clearly state the fact that 31 December for spin-off of 31 December 2013 investments 2013 because of its nature, the pro (RON million) forma financial information ASSETS Non-current assets addresses a hypothetical Property, plant and equipment ...... 5,933 — 5,933 situation and, therefore, does Intangible assets ...... 59 — 59 Deferred tax assets ...... 85 — 85 not represent the company’s Other non-current assets ...... 1 — 1 actual financial position or Total non-current assets ...... 6,078 — 6,078

results. Current assets Trade receivables ...... 1,088 — 1,088 Other receivables ...... 63 — 63 Cash and cash equivalents ...... 651 — 651 Inventories ...... 34 — 34 Prepayments ...... 6 — 6 Income tax receivable ...... 37 — 37 Assets held for distribution ...... 2,243 (2,243) — Total current assets ...... 4,122 (2,243) 1,878 Total assets ...... 10,200 (2,243) 7,956

EQUITY AND LIABILITIES Equity Share capital ...... 2,509 (507) 2,002 Additional contributions from shareholder . . 48 — 48 Revaluation reserve ...... 1,081 (388) 693 Other reserves ...... 612 (408) 204 Retained earnings ...... 1,598 (940) 658 Total equity attributable to the owner of the Company ...... 5,848 (2,243) 3,605 Non-controlling interests ...... 811 — 811 Total equity ...... 6,659 (2,243) 4,416

Liabilities Non-current liabilities Finance lease ...... 0 — 0 Financing of property, plant and equipment . 130 — 130 Deferred revenue ...... 1,422 — 1,422 Deferred tax liabilities ...... 256 — 256 Employee benefits ...... 213 — 213 Other payables ...... 66 — 66 Total non-current liabilities ...... 2,087 — 2,087

Current liabilities Bank overdrafts ...... 80 — 80 Finance lease ...... — — — Financing of property, plant and equipment . 143 — 143 Trade payables ...... 628 — 628 Other payables ...... 261 — 261 Current income tax liability ...... 15 — 15 Deferred revenue ...... 89 — 89 Employee benefits ...... 152 — 152 Provisions ...... 85 — 85 Total current liabilities ...... 1,453 — 1,453 Total liabilities ...... 3,540 — 3,540 Total equity and liabilities ...... 10,200 (2,243) 7,956

8 Pro-forma statement of profit or loss for the year ended 31 December 2013 Unadjusted Adjustments Electrica Group for spin-off of Pro forma for 2013 investments for 2013 Revenues ...... 5,157 — 5,157 Other income ...... 133 — 133 Electricity purchased ...... (2,845) — (2,845) Green certificates ...... (414) — (414) Salaries and other employee benefits ...... (766) — (766) Repairs, maintenance and materials ...... (103) — (103) Depreciation and amortisation ...... (398) — (398) Impairment of property, plant and equipment, net (13) — (13) Reversal of impairment of trade and other receivables, net ...... 21 — 21 Reversal of write down of inventories, net . . . . . 1 — 1 Other operating expenses ...... (434) — (434) Operating profit ...... 338 — 338 Finance income ...... 24 — 24 Finance costs ...... (35) — (35) Net finance costs ...... (12) — (12) Share of profit or loss of equity-accounted investees, net of tax ...... 63 (63) — Profit before tax ...... 390 (63) 327 Income tax expense ...... (75) (75) Profit for the year ...... 314 (63) 251 Profit for the year attributable to: owner of the Company ...... 243 (63) 180 non-controlling interests ...... 71 — 71 Profit for the year ...... 314 (63) 251

Pursuant to the Spin-off, the share capital of Electrica was reduced by RON 431,237,800 through the cancellation of 43,123,780 Shares. The difference between the nominal amount of the decrease of Company’s share capital and the amount of the adjustment for Spin-off of investments represents the effect of the application of IAS 29 ‘‘Financial Reporting in Hyperinflationary Economies’’ on the investments in these companies. The adjustment of the profit or loss account of the Group represents the elimination of the share of the profit or loss of equity-accounted investees recognised by the Group in its consolidated financial statements for the year ended 31 December 2013 of RON 63 million.

B.9 Where a profit forecast or Not applicable. The Prospectus does not include a profit estimate is made, state the forecast or estimate by the Company. figure.

B.10 A description of the nature of Investments that were transferred to SAPE pursuant to the any qualifications in the audit Spin-off were accounted as held for distribution by the Company report on the historical financial as at 31 December 2013 and 31 March 2014, and equity information. accounted investees and available for sale financial instruments as at 31 December 2012 and 2011.

9 The Company’s auditors have qualified their opinion on the Audited Consolidated Financial Statements as at and for the years ended 31 December 2013, 2012 and 2011 as they could not obtain sufficient and appropriate audit evidence related to the accounting treatment of the Company’s interest in these entities due to: (a) unavailability of financial information prepared in accordance with International Financial Reporting Standards as endorsed by the European Union in order to account for the equity accounted investees, (b) uncertainties regarding the date when significant influence of the Company over these entities ceased, and (c) uncertainties regarding the accounting for the exit options relating to certain investments. Consequently, the Company’s auditors were unable to determine whether adjustments might have been necessary for the following financial statements items: assets held for distribution as at 31 December 2013, equity accounted investees and other investments/available for sale financial instruments as at 31 December 2012 and 2011, retained earnings and reserves as at 31 December 2013, 2012 and 2011, share of profit or loss of equity-accounted investees, profit or loss and other comprehensive income for the years ended 31 December 2013, 2012 and 2011. The Company’s auditors have qualified their conclusion on the Unaudited Consolidated Interim Financial Statements as at and for the three month period ended 31 March 2014 as the auditors could not obtain sufficient and appropriate evidence related to the accounting treatment of the Company’s interest in these entities due to: (a) unavailability of financial information prepared in accordance with International Financial Reporting Standards as endorsed by the European Union in order to account for the equity accounted investees, (b) uncertainties regarding the date when significant influence of the Company over these entities ceased, and (c) uncertainties regarding the accounting for the exit options relating to certain investments. Consequently, the Company’s auditors were unable to determine whether adjustments might have been necessary for assets held for distribution, retained earnings and reserves as at 31 March 2014. For the full text of the audit report on the Audited Consolidated Financial Statements as at and for the years ended 31 December 2013, 2012 and 2011 and of the review report on the Interim Unaudited Consolidated Financial Statements as at and for the three month period ended 31 March 2014 refer to Appendix A of this Prospectus. B.11 If the issuer’s working capital is Not applicable. Management is of the opinion that the Group not sufficient for the issuer’s has sufficient working capital for its present requirements, that present requirements, an is, for at least the 12 months following the date of publication explanation should be included. of this Prospectus.

10 B.31 Information about the issuer of the underlying shares

B.1 The legal and The Company’s corporate name is Societatea Comerciala˘ de commercial name of the Distribu¸tie ¸si Furnizare a Energiei Electrice issuer. ‘‘ELECTRICA’’ S.A. and its registered commercial name is ‘‘ELECTRICA S.A.’’ B.2 The domicile and legal The Company is a joint stock company, registered with the form of the issuer, the Romanian Trade Registry Office attached to the Bucharest legislation under which Court under number J40/7425/2000, having sole registration the issuer operates and code 13267221. The Company’s corporate seat is in 9 Grigore its country of Alexandrescu Street, 1st District, Bucharest, Romania and its incorporation. business address is 9 Grigore Alexandrescu Street, 1st District, Bucharest, Romania. The Company was founded in the form of a joint stock company in accordance with the GD no. 627/2000 and the provisions of the Companies Law. B.3 A description of, and key The Group is the leading distributor and supplier of electricity factors relating to, the in Romania. The Group’s core business segments are the nature of the issuer’s distribution of electricity to users and the supply of electricity to current operations and its households and non-household consumers. Electrica’s principal activities, stating distribution segment operates through its subsidiaries EDMN, the main categories of EDTS, EDTN and Electrica Serv and is geographically limited products sold and/or to Northern Muntenia, Northern Transylvania and Southern services performed and Transylvania. The Group holds exclusive Distribution Licences identification of the for these regions which have a remaining term of 13 years and principal markets in may be extended. Electrica’s supply segment operates through which the issuer its subsidiary Electrica Furnizare and supplies electricity to competes. consumers both on the regulated electricity market (in the regions where the distribution subsidiaries of the Group operate) and the competitive electricity market (throughout Romania). The Group also holds two supply licences covering the whole of Romania, which have a remaining term of seven and eight years respectively and which may be renewed. As part of its distribution business, Electrica provides equipment maintenance, repair and other ancillary services to its network and, to a small degree, to third parties. In the year ended 31 December 2013, the Group generated consolidated revenues of approximately RON 5.2 billion and consolidated EBITDA of approximately RON 749 million from its operations. The Group distributed approximately 16.1 TWh, representing approximately 39% of electricity distributed in Romania and supplied approximately 9.7 TWh of electricity, representing approximately 22.1% of electricity supplied in Romania to approximately 3.56 million end consumers over the same period. The Group operates in highly populated and industrialised areas of Romania. As at 31 March 2014, Electrica’s distribution business operates 8,389 km of high voltage lines, 45,643 km of medium voltage lines and 134,834 km of low voltage lines, with approximately 3.6 million users across its distribution network.

11 B.4a A description of the most The Group operates in a significantly regulated industry. As a significant recent trends consequence, the legal and regulatory framework relating to affecting the issuer and electricity distribution and supply in Romania, significantly the industries in which it affects the Group’s business. Approximately 74% of the operates. Group’s consolidated revenue was generated from regulated activities in 2013. As part of EU legislative changes to unbundle vertically integrated power generators, distributors and suppliers, Romania is in the process of liberalising the supply of electricity to household consumers through gradual tariff adjustments and encouraging the development of modern electricity distribution networks through regulatory treatment that benefits certain capital expenditures by operators, including the Group. Electricity supply liberalisation in Romania will increase competitive pressure for the Group. In addition, the Group’s activities are affected by general macroeconomic conditions in Romania and therefore demand for electricity. B.4b The Group operates in a significantly regulated industry. As a consequence, the legal and regulatory framework relating to electricity distribution and supply in Romania significantly affects the Group’s business. Approximately 74% of the Group’s consolidated revenue was generated from regulated activities in 2013. As part of EU legislative changes to unbundle vertically integrated power generators, distributors and suppliers, Romania is in the process of liberalising the supply of electricity to household consumers through gradual tariff adjustments and encouraging the development of modern electricity distribution networks through regulatory treatment that benefits certain capital expenditures by operators, including the Group. Electricity supply liberalisation in Romania will increase competitive pressure for the Group. In addition, the Group’s activities are affected by general macroeconomic conditions in Romania and by demand for electricity. B.5 If the issuer is part of a The Company is a holding company for the Group, which group, a description of comprises four subsidiaries in its distribution segment, EDMN, the group and the issuer’s EDTN, EDTS and Electrica Serv, and one subsidiary, Electrica position within the group. Furnizare, in its supply segment. The Group also includes five service entities owned by Electrica, i.e. SEMU, SEB, SED, SEMO and SEO. SEO is under insolvency proceedings and SEB, SEO, SEMO are currently subject to dissolution and liquidation. However, with respect to SED and SEMO the appointed liquidators submitted to the Company the documentation attesting the insolvency status of these 2 entities in May 2014 and with respect to SEB, Electrica Serv requested the opening of insolvency proceedings in April 2014. B.6 In so far as is known, the As at the date of the Prospectus, the State, represented by the name of any person who, Ministry of Economy (acting through the Department for directly or indirectly, has Energy) is the sole shareholder and has 100% interest in the an interest in the issuer’s Shares equating to a holding of 168,751,185 Shares. Following capital or voting rights the Offering, the State, represented by the Ministry of which is notifiable under Economy (acting through the Department for Energy) will hold the issuer’s national law, a 48.8% interest in the Shares, subject to a potential increase to together with the amount 49.9% in the event the stabilisation actions contained in the of each such person’s Underwriting Agreement are exercised in full. interest. Whether the There is only one class of shares in the Company and all shares issuer’s major shareholders rank equally. There are no different voting rights attached to have different voting rights the Shares. if any. To the extent known to the issuer, state whether the issuer is directly or indirectly owned by controlled and by whom and describe the nature of such control.

12 B.7 Selected historical key The financial information set forth below as of and for the years financial information ended 31 December 2013, 2012 and 2011 has been extracted regarding the issuer, from the Audited Consolidated Financial Statements as of and presented for each for the years ended 31 December 2013, 2012 and 2011 and the financial year of the financial information set forth below as of and for the three period covered by the month period ended 31 March 2014 has been extracted from the historical financial Company’s Interim Unaudited Consolidated Financial information, and any Statements as of and for the three months ended 31 March 2014 subsequent interim included in the Prospectus. financial period accompanied by Summary of consolidated income statements and of consolidated comparative data from statements of profit or loss and other comprehensive income 3-month period ended Year ended the same period in the 31 March 31 December Year ended 31 December prior financial year 2014 2013 2013 2013 2012 2011 (Pro-forma)(2) (Pro-forma)(2) except that the (RON million) (Unaudited) (Audited) requirement for Revenues ...... 1,211 1,396 5,157 5,157 5,253 5,368 comparative balance Other income ...... 32 30 133 133 124 216 Electricity purchased ...... (624) (837) (2,845) (2,845) (3,089) (3,650) sheet information is Green certificates ...... (92) (107) (414) (414) (302) (91) Salaries and other employee benefits . . (172) (177) (766) (766) (755) (793) satisfied by presenting the Repairs, maintenance and materials . . . (11) (17) (103) (103) (161) (209) year-end balance sheet Depreciation and amortisation . . . . . (103) (98) (398) (398) (398) (372) Reversal of impairment/(Impairment)of information. This should property plant and equipment .... 0 0 (13) (13) (4) (7) be accompanied by a Reversal of impairment/(Impairment) of trade and other receivables, net .... 3 15 21 21 53 (148) narrative description of Reversal of write down/(Write down) of inventories, net ...... — — 1 1 (18) (14) significant change to the Other operating expenses ...... (123) (123) (434) (434) (458) (406) issuer’s financial Operating profit/(loss) ...... 119 83 338 338 246 (104) condition and operating Finance income ...... 3 5 24 24 22 35 results during or Finance costs ...... (4) (9) (35) (35) (46) (53) Net finance cost ...... (1) (4) (12) (12) (24) (17) subsequent to the period Share of profit or loss of equity- covered by the historical accounted investees, net of tax .... — 16 — 63 247 75 Profit/(loss) before tax ...... 118 94 327 390 468 (47) key financial Income tax expense ...... (29) (12) (75) (75) (53) (33) information. Profit/(loss) for the year/period ..... 88 82 251 314 416 (80) Profit/(loss) for the year/period attributable to: —owner of the Company ...... 60 62 180 243 356 (113) —non-controlling interests ...... 28 19 71 71 60 34 Profit/(loss) for the year/period ..... 88 82 251 314 416 (80) Earnings per share Basic and diluted earnings per share (RON) ...... 0.29 0.30 n/a 1.18 1.73 (0.55) Other comprehensive income Items that will never be reclassified to profit or loss Revaluation of property, plant and equipment ...... — — n/a — — 270 Tax related to revaluation of property, plant and equipment ...... — — n/a — — (45) Impairment of property, plant and equipment ...... — — n/a — (82) — Remeasurement of the defined benefit liability ...... — — n/a 3 (14) 13 Tax related to remeasurements of the defined benefit liability ...... — — n/a (0) 4 (1) Share of changes in other comprehensive income of equity accounted investees ...... — — n/a (0) 108 145 Other comprehensive income, net of tax — — n/a 3 16 382 Total comprehensive income ...... 88 82 n/a 317 431 302 Total comprehensive income ...... —attributable to the owner of the Company ...... 60 62 n/a 246 374 216 —attributable to the non-controlling interests ...... 28 19 n/a 72 57 86 Total comprehensive income ...... 88 82 n/a 317 431 302

(2) Pro forma financial information reflects the effect of the Spin-off. For more information, see ‘‘The Reorganisation’’ and ‘‘Pro Forma Financial Information and Reports Thereon’’.

13 Summary of consolidated statements of financial position

Year ended 31 March 31 December Year ended 31 December 2014 2014 2013 2013 2012 2011

(Pro-forma)(1) (Pro-forma)(3) (RON million) (Unaudited) (Audited) ASSETS Non-current assets Property, plant and equipment ...... 5,956 5,956 5,933 5,933 5,718 5,590 Intangible assets ...... 55 55 59 59 42 46 Equity-accounted investees ...... — — — — 1,042 1,602 Other investments ...... — — — — 1,138 224 Deferred tax assets ...... 74 74 85 85 106 121 Other non-current assets ...... 1 1 1 1 6 4 Total non-current assets ...... 6,087 6,087 6,078 6,078 8,052 7,587 Current assets Trade receivables ...... 1,018 1,018 1,088 1,088 1,011 1,192 Other receivables ...... 37 37 63 63 95 134 Cash and cash equivalents ...... 668 668 651 651 642 499 Inventories ...... 28 28 34 34 35 33 Prepayments ...... 15 15 6 6 40 37 Income tax receivable ...... 29 29 37 37 17 8 Assets held for distribution ...... — 2,232 — 2,243 — — Total current assets ...... 1,796 4,029 1,878 4,122 1,840 1,904 Total assets ...... 7,883 10,116 7,956 10,200 9,892 9,491

EQUITY AND LIABILITIES Equity Share capital ...... 2,004 2,511 2,002 2,509 2,493 2,493 Additional contributions from shareholder ...... 50 50 48 48 55 53 Revaluation reserves ...... 680 1,068 693 1,081 1,133 1,164 Other reserves ...... 204 612 204 612 599 579 Retained earnings ...... 742 1,671 658 1,598 1,327 948 Total equity attributable to the owner of the Company ...... 3,680 5,913 3,605 5,848 5,607 5,237 Non-controlling interests ...... 839 839 811 811 765 710 Total equity ...... 4,520 6,752 4,416 6,659 6,372 5,946 Liabilities Non-current liabilities Bank borrowings ...... — — — — — 10 Finance lease ...... 0 0 0 0 1 5 Financing of property, plant and equipment ...... 115 115 130 130 196 117 Deferred revenue ...... 1,417 1,417 1,422 1,422 1,234 1,131 Deferred tax liabilities ...... 254 254 256 256 263 276 Employee benefits ...... 214 214 213 213 217 189 Other payables ...... 62 62 66 66 77 39 Total non-current liabilities ...... 2,062 2,062 2,087 2,087 1,987 1,767 Current liabilities Bank borrowings ...... — — — — 9 30 Bank overdrafts ...... 38 38 80 80 167 281 Finance lease ...... 0 0 0 0 27 26 Financing of property, plant and equipment ...... 135 135 143 143 114 104 Trade payables ...... 516 516 628 628 746 930 Other payables ...... 269 269 261 261 182 165 Current income tax liability ...... 15 15 15 15 11 4 Deferred revenue ...... 106 106 89 89 78 83 Employee benefits ...... 137 137 152 152 120 100 Provisions ...... 85 85 85 85 80 53 Total current liabilities ...... 1,302 1,302 1,453 1,453 1,534 1,778 Total liabilities ...... 3,364 3,364 3,540 3,540 3,521 3,545 Total equity and liabilities ...... 7,883 10,116 7,956 10,200 9,892 9,491

(3) Pro forma financial information reflects the effect of the Spin-off. For more information, see ‘‘The Reorganisation’’ and ‘‘Pro Forma Financial Information and Reports Thereon’’.

14 Summary of consolidated statements of cash flows

On 18 December 2013, an EGMS of the Company proposed the contribution of the Company’s interests in: ENEL Energie Muntenia S.A., ENEL Distributie Muntenia S.A., ENEL Distributie Banat S.A., ENEL Distributie Dobrogea S.A., ENEL Energie S.A., E.ON Moldova Distributie S.A., E.ON Energie Romania S.A., Electrica Soluziona S.A., Bursa Romanaˆ De Marfuri S.A. and Hidro Tarnita S.A. to a newly-formed State owned entitiy, SAPE, through the Spin-off. As part of the Spin-off which has been approved by the court in April 2014 and registered with the Trade Registry in May 2014, Electrica reduced its capital by approximately RON 431 million through the cancellation of 43,123,780 Shares.

15 Pursuant to an EGMS of the Company on 25 April 2014, Electrica’s share capital was increased by RON 38,467,970 through the issue of 3,846,797 shares to the State as an in-kind contribution corresponding to the value of 24 plots of land for which Electrica obtained ownership titles. On 25 April 2014, Electrica Furnizare concluded a convention with CFR regarding the discharge of CFR’s debts to the Group for electricity supply. Pursuant to this convention, on 13 May 2014 CFR paid the principal amount of the debts owed to Electrica Furnizare that had accrued during 2012-2013, in the sum of RON 221 million. Except as described above, there has been no significant change since 31 December 2013 (which represents the end of the last financial period in relation to which audited financial information has been published) in the financial position of the Company. B.9 Where a profit forecast or Not applicable. The Prospectus does not include a profit estimate is made, state forecast or estimate by the Company. the figure. B.10 A description of the Investments that were transferred to SAPE pursuant to the nature of any Spin-off were accounted as held for distribution by the qualifications in the audit Company as at 31 December 2013 and 31 March 2014, and report on the historical equity accounted investees and available for sale financial financial information. instruments as at 31 December 2012 and 2011. The Company’s auditors have qualified their opinion on the Audited Consolidated Financial Statements as at and for the years ended 31 December 2013, 2012 and 2011 as the auditors could not obtain sufficient and appropriate audit evidence related to the accounting treatment of the Company’s interest in these entities due to: (a) unavailability of financial information prepared in accordance with International Financial Reporting Standards as endorsed by the European Union in order to account for the equity accounted investees, (b) uncertainties regarding the date when significant influence of the Company over these entities ceased, and (c) uncertainties regarding the accounting for the exit options relating to certain investments. Consequently, the Company’s auditors were unable to determine whether adjustments might have been necessary for the following financial statements items: assets held for distribution as at 31 December 2013, equity accounted investees and other investments/available for sale financial instruments as at 31 December 2012 and 2011, retained earnings and reserves as at 31 December 2013, 2012 and 2011, share of profit or loss of equity-accounted investees, profit or loss and other comprehensive income for the years ended 31 December 2013, 2012 and 2011.

16 The Company’s auditors have qualified their conclusion on the Unaudited Condensed Consolidated Interim Financial Statements as at and for the three month period ended 31 March 2014 as the auditors could not obtain sufficient and appropriate evidence related to the accounting treatment of the Company’s interest in these entities due to: (a) unavailability of financial information prepared in accordance with International Financial Reporting Standards as endorsed by the European Union in order to account for the equity accounted investees, (b) uncertainties regarding the date when significant influence of the Company over these entities ceased, and (c) uncertainties regarding the accounting for the exit options relating to certain investments. Consequently, the Company’s auditors were unable to determine whether adjustments might have been necessary for assets held for distribution, retained earnings and reserves as at 31 March 2014. For the full text of the audit report on the Audited Consolidated Financial Statements as at and for the years ended 31 December 2013, 2012 and 2011 and of the review report on the Unaudited Condensed Consolidated Interim Financial Statements as at and for the three month period ended 31 March 2014 refer to Appendix A of this Prospectus. D.4/ Key information on the key risks Risks Relating to the Group’s Business and Industry D.2 that are specific to the issuer. • The Group’s supply segment will face an increase in competition for the supply of electricity as the electricity supply market continues to be liberalised • The Group’s financial performance could be adversely affected by changes in tariffs set for the regulated market • The Group’s supply segment could lose its status as supplier of last resort • After the Offering, the State will continue to have significant influence over the Company • The Group’s financial performance could be adversely affected by changes in electricity prices and the Group has no hedging protection in place against such event • Demand for electricity in Romania is dependent on various factors over which the Group has no control, such as economic, political, climatic conditions • The Group is subject to significant regulatory requirements and is required to maintain regulatory approvals; as such it may be exposed to significant liabilities if it fails to maintain such approvals or comply with such requirements or approvals • Components of the Group’s distribution network are subject to deterioration over time • A strike or other labour disruption could adversely affect the Group’s business • The Group’s assets and/or business could be damaged by natural and man-made acts or disasters • The Group’s IT systems are outdated and are not integrated • The migration of the Group to a new integrated ERP system may encounter difficulties and delays

17 • The Group has limited experience in financial reporting based on IFRS-EU • The Group’s distribution segment subsidiaries may be operating under concessions agreements which have not entered into force • A minority shareholder in the Group’s distribution and supply segment subsidiaries (EDMN, EDTN, EDTS and Electrica Furnizare) may be entitled to require Electrica to sell a portion of its shares in such companies on the Bucharest Stock Exchange • The Group may face risks associated with restitution claims with regard to certain real estate properties • Ownership title over certain real estate properties owned by members of the Group may be deemed uncertain • Electrica Furnizare may be prohibited from suspending or interrupting the supply of electricity to certain of the Group’s customers, even if such customers are in payment default • Failure to execute Management’s business strategy may lead to cost savings and revenue forecasts being lower than predicted for the Group • The Group’s reputation, future prospects or results of operations may be materially adversely affected by claims or litigation • Failure to observe public procurement legislation by members of the Group may lead to fines and voided contracts • The Group may be subject to insurance claims for which it has not adequately made provision • The Capital Increase may be annulled and/or the Offering may be cancelled • Share capital increases resulting from State land contributions may result in the State holding more than 50% of Electrica’s shares • Members of the Group may not have valid legal title for the lands on which the network or the network infrastructure they operate is located • Share capital increases in the Company from in-kind contributions of real estate may be voided • Fondul Proprietatea, a minority shareholder of the distribution and supply subsidiaries of the Group, may seek to block decision making • Failure by the State to amend the law restricting share acquisitions by Electrica will restrict the Group’s strategy • The Group’s position in electricity distribution and supply markets may expose it to claims relating to abuse of dominant position • Provisions contained in certain financing agreements to which members of the Group are party may restrict their operations

18 • The Group may be exposed to liabilities in respect of State Aid • The Company may face additional claims from tax authorities for budgetary debts due for previous periods

Risks relating to Romania • Investing in developing markets, including Romania, entails certain risks, which may be greater than risks inherent in more developed markets • The value of investments in Romania, including the value of the Offer Securities, could be adversely affected by political and economic uncertainty • Legal uncertainty as to the State entities involved in the privatisation of the Company may delay the closing of the Offering • Political instability in Ukraine could materially and adversely affect the Group • Certain global events may indirectly affect the outlook for Romania and adversely affect the Group • The Group’s ability to conduct business and its financial condition, results of operations and prospects could be adversely affected by corruption and money laundering • Romania can be subject to high levels of volatility in exchange rate and inflation which may adversely affect the Group • Romania may face difficulties related to its post-accession process to the European Union • Romania’s infrastructure is in poor condition, which could disrupt normal business activity and in turn the Group’s business, result of operations and prospects • The Romanian legal system and Romanian legislation continue to develop, which may create an uncertain environment for investment and for business activity • The Romanian taxation system is subject to change and may issue inconsistent interpretations of tax legislation

19 B.32 Information about the issuer of the depositary receipts. Name and registered office of the The depositary is The Bank of New York Mellon (the issuer of the depositary receipts. ‘‘Depositary’’), a state chartered New York banking corporation Legislation under which the and a member of the United States Federal Reserve System, issuer of the depositary receipts subject to regulation and supervision principally by the United operates and legal form which it States Federal Reserve Board and the New York State Banking has adopted under the Department. The Depositary was constituted in 1784 in the legislation. State of New York. It is a wholly-owned subsidiary of The Bank of New York Mellon Corporation, a New York bank holding company. Its principal administrative offices are located at 101 Barclay Street, 22 Floor West, New York, NY 10286. A copy of the Depositary’s articles of association, as amended, together with copies of The Bank of New York Mellon Corporation’s most recent financial statements and annual report are available for inspection at the principal office of the Depositary located at One Wall Street, New York, NY 10286 and at The Bank of New York Mellon, One Canada Square, London E14 5AL.

20 Section C—Securities C.1 A description of the type and the The Offering comprises an offer by the Company of 177,188,744 class of the securities being Shares in the form of Offer Shares and Offer GDRs, with one offered and/or admitted to GDR representing the interest in four Shares. trading, including any security In connection with the Offering the Stabilising Managers have identification number. the right to acquire Offer Securities on the BSE and or the London Stock Exchange representing not more than 8,420,000 Offer Shares by retaining the Stabilisation Proceeds in order to stabilise the price of the Offer Securities at a level higher than that which may otherwise prevail if stabilisation actions were not taken. It is anticipated that under the Underwriting Agreement, the acquisition of the Offer Securities as part of stabilising transactions by the Stabilising Managers will be subject to the applicable provisions of the Stabilisation Regulation. The purchase transactions related to the Offer Securities may be effected during the period not longer than the Stabilisation Period at a price not higher than the Final Offer Price. The Stabilising Managers will not, however, be required to take any of the above stabilisation actions. If such actions are taken by the Stabilising Managers, they may be discontinued at any time, however, not later than before the end of the Stabilisation Period. At the end of the Stabilisation Period the Stabilising Manager(s) will return to the Company any Offer Securities which have been purchased in the market as a result of stabilisation activities and/or any remaining Stabilisation Proceeds which were not used for stabilisation activities, as well as any interest that has accumulated for the amounts corresponding to the Stabilisation Proceeds. The Company’s GMS shall gather in order to decide on the subsequent cancellation of those Offer Securities. The security codes and identification numbers and trading symbols of the Shares and GDRs are expected to be as follows: Shares ISIN: ROELECACNOR5 Bucharest Stock Exchange Share trading symbol: EL Regulation S GDR ISIN: US83367Y2072 Regulation S GDR Common Code: 107810803 Regulation S GDR CUSIP: 83367Y 207 Regulation S GDR SEDOL: BN80132 Rule 144A GDR ISIN: US83367Y1082 Rule 144A GDR Common Code: 107811192 Rule 144A GDR CUSIP: 83367Y 108 Rule 144A GDR SEDOL: BN80121

London Stock Exchange GDR trading symbol: ELSA

C.2 Currency of the securities issue. The currency of the Shares is RON. The currency of the GDRs is US dollar.

21 C.3 The number of shares issued As at the date of the Prospectus, the Company’s issued share and fully paid and issued but capital comprises 168,751,185 shares, each of which is fully paid not fully paid. The par value per with a par value of RON 10. share, or that the shares have no par value.

C.4 A description of the rights Each Offer Share is an ordinary share of par value RON 10 attached to the securities. carrying similar rights. All shareholders are to be treated equally to other shareholders that own the same type of Shares, with the material rights set forth below: • the pre-emptive right of the shareholders to subscribe for any issue of new shares on a pro rata basis, unless such pre-emptive right is limited by the GMS in accordance with the law and the Articles of Incorporation; • the right to vote and participate in the general meetings of the shareholders; • the right to receive dividends; • the right to information (e.g. to be informed about the activity of the Company in line with and subject to the applicable law, to obtain any information regarding the exercise of voting rights and information regarding the voting results in the general shareholders meetings); • the right to withdraw from the Company and to request the Company to acquire their shares, in case the shareholders did not vote in favour of a certain decision in the general meeting of shareholders; • the right to challenge the decisions of the general meeting of shareholders; and • other rights provided under the Company’s Articles of Incorporation, the Companies Law and other pieces of legislation and regulations currently in force. Each GDR represents an interest in four Shares on deposit with Raiffeisen Bank S.A., as custodian (the ‘‘Custodian’’) and registered in the name of the Depositary (the ‘‘Deposited Shares’’). A holder of GDRs (each, a ‘‘Holder’’) will have the rights set out in the terms and conditions of the GDRs (as endorsed on each GDR certificate) and the Master GDRs, which may be summarised as: • the right to withdraw the Shares and all rights, interests and other securities, property and cash deposited with the Custodian which are attributable to the Deposited Shares; • the right to receive payment in US dollars from the Depositary of an amount equal to cash dividends or other cash distributions received by the Depositary from the Company in respect of the Deposited Shares;

22 • the right to receive from the Depositary additional GDRs representing additional Shares received by the Depositary from the Company by way of dividend or free distribution (or if the issue of additional GDRs is deemed by the Depositary not to be reasonably practicable or to be unlawful, the net proceeds in US dollars of the sale of such Shares; • the right to receive from the Depositary any dividend or distribution in the form of property other than Shares or cash received by the Depositary from the Company (or if such distribution is deemed by the Depositary not to be reasonably practicable or to be unlawful, the net proceeds in US dollars of the sale of such property); • the right to request the Depositary to exercise subscription or similar rights made available by the Company to holders of Shares (or if such process is deemed by the Depositary not to be lawful and reasonably practicable, the right to receive the net proceeds in US dollars of the sale of the relevant rights or the sale of the assets resulting from the exercise of such rights); • the right to instruct the Depositary regarding the exercise of any voting rights notified by the Company to the Depositary subject to conditions; • the right to receive from the Depositary copies received by the Depositary of notices provided by the Company to holders of shares or other material information; and • in each case subject to applicable law, and the detailed terms set out in the terms and conditions of the GDRs (as endorsed on each GDR certificate) and the Master GDRs.

C.5 A description of any restrictions The Securities are freely transferable (subject, in the case of the on the free transferability of the Shares to the rules of the Regulated Spot Market of the securities. Bucharest Stock Exchange, and clearing and settlement rules of S.C. Depozitarul Central S.A. (the ‘‘Central Depositary’’), in the case of Offer Shares underlying the GDRs, to the rules and limitations of the specific legislation issued by the Romanian FSA, and in the case of the GDRs, to the clearing and settlement rules of The Depository Trust Company (in the case of the GDRs represented from time to time by the Rule 144A Master GDR) and Euroclear Luxembourg (in the case of the GDRs represented from time to time by the Regulation S Master GDR), as applicable and the terms and conditions of the GDRs), subject to selling and transfer restrictions under the relevant laws in certain jurisdictions applicable to the transferor or transferee, including the United States, the United Kingdom, the EEA and Romania and contractual lock-up arrangements applicable to each of the Ministry of Economy (acting through the Department for Energy) as representative of the State as sole Shareholder, and the Company with the Managers.

23 C.6 An indication as to whether the Application will be made to: (1) Bucharest Stock Exchange for securities offered are or will be admission of the Shares to trading on the Regulated Spot Market the object of an application for of the Bucharest Stock Exchange; and (2) (i) to the FCA in its admission to trading on a capacity as competent authority under the FSMA, for the GDRs regulated market and the identity to be admitted to listing on the Official List of the FCA and of all the regulated markets (ii) to the London Stock Exchange, for admission to trading of where the securities are or are to the GDRs on the London Stock Exchange’s main market for be traded. listed securities. The Bucharest Stock Exchange and the London Stock Exchange are both regulated markets in the EEA for the purposes of the ‘‘Directive on Markets in Financial Instruments’’.

C.7 A description of dividend policy. Dividends, if and when declared, are distributed to shareholders on a pro-rata basis proportionately to their participation in the paid-up share capital of the Company. Each fully paid Share gives its owner the right to receive dividends. The Company will pay any dividends in RON. Prior to the Offering, the Company was subject to Government Ordinance no. 64/2001 on distribution of profits of national companies and State owned companies (the ‘‘Dividend Ordinance’’). There is uncertainty as to whether the Dividend Ordinance will apply to the Company following completion of the Offering. Management will distribute dividends on the basis of the Company’s annual financial statements which starting with 2014 will be prepared in accordance with IFRS-EU. Management’s intention is to distribute dividends, based on a guidance of approximately 85% of consolidated profit attributable to shareholders of Electrica SA. The GMS determines the amount of dividends to be distributed considering the specific provisions on the distribution of profits applicable to national companies and companies fully or partially owned by the State. Profits for the financial years ended 31 December 2012, 2011 and 2010, respectively, were distributed subject to the accounting profits registered under the statutory financial statements. The statutory financial statements of the Company are drafted in accordance with OMF 3055/2009.Following listing of the Shares, the Company will distribute dividends based on profits calculated according to IFRS-EU. For the financial years ending 31 December 2011 and 2012, State-owned companies are obliged to distribute 85% share of their distributable profit as dividends. According to the Companies Law, in case of assignment of shares, the assignee shall be entitled to the right to dividends due for the period after the assignment is complete. Thus, the investors shall be entitlted to dividends according to this rule.

24 C.13 Information about the underlying shares C.1 A description of the type and The Offering comprises an offer by the Company of the class of the securities 177,188,744 Shares (in the form of Shares and/or GDRs) at being offered and/or admitted the Final Offer Price per Share. to trading, including any The security identification number and trading symbol of security identification number. the Shares are expected to be as follows: Shares ISIN: ROELECACNOR5 Bucharest Stock Exchange Share trading symbol: EL C.2 Currency of the securities The currency of the Shares is RON. issue. C.3 The number of shares issued As at the date of the Prospectus, the Company’s issued and fully paid and issued but share capital is 168,751,185 Shares, each of which is fully not fully paid. The par value paid with a par value of RON 10. per share, or that the shares have no par value. C.4 A description of the rights All shareholders are to be treated equally to other attached to the securities. shareholders that own the same type of Shares, with the material rights set forth below: • the pre-emptive right of the shareholders to subscribe for any issue of new shares on a pro rata basis, unless such pre-emptive right is limited by the GMS in accordance with the law and the Articles of Incorporation; • the right to vote and participate in the general meetings of the shareholders; • the right to receive dividends; • the right to information (e.g. to be informed about the activity of the Company in line with and subject to the applicable law, to obtain any information regarding the exercise of voting rights and information regarding the voting results in the general shareholders meetings) • the right to withdraw from the Company and to request the Company to acquire their shares, in case the shareholders did not vote in favour of a certain decision in the general meeting of shareholders; • the right to challenge the decisions of the general meeting of shareholders; and • other rights provided under the Company’s Articles of Incorporation, the Companies Law and other pieces of legislation and regulations currently in force. C.5 A description of any The Shares are freely transferable subject to the rules of the restrictions on the free Regulated Spot Market of the Bucharest Stock Exchange, transferability of the securities. clearing and settlement rules of Central Depositary, in the case of Offer Shares underlying the GDRs, to the rules and limitations of the specific legislation issued by the Romanian FSA, and to selling and transfer restrictions under the relevant laws in certain jurisdictions applicable to the transferor or transferee, including the United States, the United Kingdom, the EEA and Romania and contractual lock-up arrangements applicable to the Ministry of Economy (acting through the Department for Energy) or representative of the State as sole shareholder, and the Company.

25 C.6 An indication as to whether Application will be made to the Bucharest Stock Exchange the securities offered are or for an admission of the Shares to trading on the Regulated will be the object of an Spot Market of the Bucharest Stock Exchange. application for admission to trading on a regulated market and the identity of all the regulated markets where the securities are or are to be traded. C.7 A description of dividend Dividends, if and when declared, are distributed to policy. shareholders on a pro-rata basis proportionately to their participation in the paid-up share capital of the Company. Each fully paid Share gives its owner the right to receive dividends. The Company will pay any dividends in RON. Prior to the Offering, the Company was subject to the Dividend Ordinance. There is uncertainty as to whether the Dividend Ordinance will apply to the Company following completion of the Offering. Management will distribute dividends on the basis of the Company’s annual financial statements which starting with 2014 will be prepared in accordance with IFRS-EU. Management’s intention is to distribute dividends based on a guidance of approximately 85% of consolidated profit attributable to shareholders of Electrica. The GMS currently determines the amount of dividends to be distributed considering the specific provisions on the distribution of profits applicable to national companies and companies fully or partially owned by the State. Profits for the financial years ended 31 December 2012, 2011 and 2010, respectively, were distributed subject to the accounting profits registered under the statutory financial statements. The statutory financial statements of the Company are drafted in accordance with OMF 3055/2009. Following listing of the Shares, the Company will distribute dividends based on profits calculated according to IFRS-EU.

26 C.14 Information about the global depositary receipts C.1 A description of the type and The Offering comprises an offer by the Company of the class of the securities 177,188,744 Shares (in the form of Shares and/or GDRs) at being offered and/or admitted the Final Offer Price, with one GDR representing an to trading, including any interest in four Shares. security identification number. The security identification codes and numbers and trading symbol of the GDRs are expected to be as follows: Regulation S GDR ISIN: US83367Y2072 Regulation S GDR Common Code: 107810803 Regulation S GDR CUSIP: 83367Y 207 Regulation S GDR SEDOL: BN80132 Rule 144A GDR ISIN: US83367Y1082 Rule 144A GDR Common Code: 107811192 Rule 144A GDR CUSIP: 83367Y 108 Rule 144A GDR SEDOL: BN80121 London Stock Exchange GDR trading symbol: ELSA C.2 Currency of the securities The currency of the GDRs is US dollars. issue. C.4 A description of the rights Each GDR represents an interest in four Deposited attached to the securities. Shares. A Holder will have the rights set out in the terms and conditions of the Master GDRs, which may be summarised as: • the right to withdraw the Shares and all rights, interests and other securities, property and cash deposited with the Custodian which are attributable to the Deposited Shares; • the right to receive payment in US dollars from the Depositary of an amount equal to cash dividends or other cash distributions received by the Depositary from the Company in respect of the Deposited Shares; • the right to receive from the Depositary additional GDRs representing additional Shares received by the Depositary from the Company by way of dividend or free distribution (or if the issue of additional GDRs is deemed by the Depositary not to be reasonably practicable or to be unlawful, the net proceeds in US dollars of the sale of such Shares); • the right to receive from the Depositary any dividend or distribution in the form of property other than Shares or cash received by the Depositary from the Company (or if such distribution is deemed by the Depositary not to be reasonably practicable or to be unlawful, the net proceeds in US dollars of the sale of such property);

27 • the right to request the Depositary to exercise subscription or similar rights made available by the Company to holders of Shares (or if such process is deemed by the Depositary not to be lawful and reasonably practicable, the right to receive the net proceeds in US dollars of the sale of the relevant rights or the sale of the assets resulting from the exercise of such rights); • the right to instruct the Depositary regarding the exercise of any voting rights notified by the Company to the Depositary subject to conditions; and • the right to receive from the Depositary copies received by the Depositary of notices provided by the Company to holders of shares or other material information, in each case subject to applicable law, and the detailed terms set out in the terms and conditions of the GDRs (as endorsed on each GDR certificate) and the Master GDRs. C.5 A description of any The GDRs will be freely transferable, subject to the restrictions on the free clearing and settlement rules of The Depository Trust transferability of the securities. Company (in the case of the GDRs represented from time to time by the Rule 144A Master GDR) and Euroclear and Clearstream, Luxembourg (in the case of the GDRs represented from time to time by the Regulation S Master GDR), as applicable, and subject to selling and transfer restrictions under the relevant laws in certain jurisdictions applicable to the transferor or transferee, including the United States, the United Kingdom, Romania and the EEA, contractual lock-up arrangements applicable to the Ministry of Economy (acting through the Department for Energy), and the Company and the terms and conditions of the GDRs. C.14 Information about the The terms and conditions of the GDRs (as endorsed on depositary receipts. each GDR certificate) set out the provisions relating to the exercise of and benefit from the rights attaching to the Shares underlying the GDRs. The following summarises relevant provisions of the terms and conditions of the GDRs relating to the exercise of and benefit from rights attaching to the underlying shares. The final number of Shares underlying the Offer GDRs that will be issued and allocated to investors within the Offering will not exceed 2⁄3 of the total number of Offer Shares.

28 Describe the exercise of and Distributions benefit from the rights Each Holder of GDRs is entitled to the following attaching to the underlying distributions: shares, in particular voting rights, the conditions on Cash Distributions—any cash dividend or other cash which the issuer of the distribution on or in respect of the Deposited Shares depositary receipts may (including any amounts received in the liquidation of the exercise such rights, and Company) or otherwise in connection with the Deposited measures envisaged to obtain Shares and all rights, interests and other securities, the instructions of the property and cash deposited with the Custodian which are depositary receipt holders— attributable to the Deposited Shares (together with the and the right to share in Deposited Shares, the ‘‘Deposited Property’’) received by profits and any liquidations the Depositary from the Company. The Depositary shall, as surplus which are not to be soon as and if practicable: (i) convert the same into US passed on to the holder of the dollars as prescribed; (ii) if practicable in the opinion of the depositary receipt. Depositary, give notice to the Holders of its receipt of such payment, specifying the amount per Deposited Share payable in respect of such dividend or distribution and the earliest date, determined by the Depositary, for transmission of such payment to Holders and (iii) distribute any such amounts to the Holders in proportion to the number of Deposited Shares represented by the GDRs so held by them respectively, subject to conditions. Any distributions in cash will be made on the record date established by the Depositary (such date to be as close to the record date set by the Company as is reasonably practicable) in US dollars (if reasonably practicable) by cheque drawn upon a bank in New York City or, in the case of Master GDRs, according to usual practice between the Depositary and Clearstream, Luxembourg, Euroclear or DTC, as the case may be. Distributions of Shares—any distribution in respect of Deposited Shares which consists of a dividend or free distribution of Shares received by the Depositary from the Company. The Depositary shall cause to be distributed to the Holders entitled thereto, in proportion to the number of Deposited Shares represented by the GDRs held by them respectively, additional GDRs representing an aggregate number of Shares received pursuant to such distribution. Such additional GDRs shall be distributed by an increase in the number of GDRs represented by the Master GDRs or by an issue of certificates in definitive registered form in respect of GDRs, according to the manner in which the Holders hold their GDRs unless the Depositary deems any such distribution to all or any Holders not to be reasonably practicable (including, without limitation, due to the fractions which would otherwise result or to any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges) or to be unlawful, in which case the Depositary shall (either by public or private sale and otherwise at its discretion, subject to all applicable laws and regulations) sell such Shares so received and distribute the net proceeds of such sale as a cash distribution as specified above to the Holders entitled thereto.

29 Distributions other than Cash or Shares—any dividend or distribution in securities (other than Shares) or in other property (other than cash) on or in respect of the Deposited Property received by the Depositary from the Company. The Depositary shall distribute or cause to be distributed such securities or other property to the Holders entitled thereto, in proportion to the number of Deposited Shares represented by the GDRs held by them respectively, in any manner that the Depositary may deem equitable and practicable for effecting such distribution unless Depositary deems any such distribution to all or any Holders not to be reasonably practicable or to be unlawful, in which case the Depositary shall deal with the securities or property so received, or any part thereof, in such way as the Depositary may determine to be equitable and practicable, including, without limitation, by way of sale (either by public or private sale and otherwise at its discretion, subject to all applicable laws and regulations) and shall (in the case of a sale) distribute the resulting net proceeds as a cash distribution as specified above to the Holders entitled thereto. Delivery of any securities or other property or rights other than cash shall be made as soon as practicable to the Holder on the record date established by the Depositary for that purpose.

Rights Issues Each Holder of GDRs is entitled, subject in each case to applicable law and to the provision by the Holder of relevant information required by the Depositary and the relevant payments (including fees, taxes, duties, charges, costs and expenses required under the Deposit Agreement, as defined below), and to the extent reasonably practicable, either: (i) to request the Depositary to exercise rights to subscribe for or to acquire Shares, securities or other assets where such rights are made available by the Company to Holders of Shares (and where applicable, to subscribe for additional rights not subscribed by other Holders of GDRs); or (ii) to receive a distribution of such rights or the proceeds of any sale thereof.

Voting Rights Each Holder, following receipt from the Depositary of copies of the information provided by the Company (including notice and agenda for a meeting of shareholders of the Company and any proposed written resolution of the Company) is entitled to give instructions to the Depositary to vote for or against each and any resolution specified in the agenda for the meeting. In order for each voting instruction to be valid, the voting instructions form must be completed and duly signed by the respective Holder (or in the case of instructions received from the clearing systems should be received by authenticated SWIFT message) in accordance with the written request containing voting instructions and returned to the Depositary by such record date as the Depositary may specify.

30 Exercise of voting rights from Holders will be subject in each case to Romanian law and the Depositary’s determination of what is reasonably practicable.

Payment Entitlements The only cash amounts to which a Holder of GDRs are entitled are: • a US dollar amount equal to: (i) the amount of any cash dividend or other cash distribution on or in respect of the shares represented by the Holder’s GDRs (including any amounts received in the liquidation of the Company) or otherwise in connection with such shares received by the Depositary; (ii) the net proceeds of sale of any shares received by the Depositary from the Company by way of dividend or free distribution where issuance of GDRs representing such shares is deemed by the Depositary not to be reasonably practicable or to be unlawful; (iii) the net proceeds of sale of assets (other than shares or cash) received by the Depositary from the Company where distribution of such assets to GDR Holders is deemed by the Depositary not to be reasonably practicable or to be unlawful or (iv) the net proceeds of sale of subscription or other rights made available to the Depositary as a holder of shares by the Company (or the sale of the assets resulting from the exercise of such rights) where the exercise of such rights by the GDR Holders is deemed not to be lawful or reasonably practicable; and • on cancellation of GDRs or termination of the Deposit Agreement (as defined below), amounts equal to the cash amounts currently held by the Depositary for the Holder of each cancelled GDR or GDR in issue at the time of termination of the Deposit Agreement, in each case subject to applicable law, and the detailed terms set out in the terms and conditions of the GDRs and the Master GDRs. Description of the bank or Not applicable. There are no bank or other guarantees other guarantee attached to attached to the GDRs. the depositary receipt and intended to underwrite the issuer’s obligations.

31 Section D—Risks D.1 Key information on the key risks Risks Relating to the Group’s Business and Industry that are specific to the issuer or • The Group’s supply segment will face an increase in competition its industry. for the supply of electricity as the electricity supply market continues to be liberalised • The Group’s financial performance could be adversely affected by changes in tariffs set for the regulated market • The Group’s supply segment could lose its status as supplier of last resort • After the Offering, the State will continue to have significant influence over the Company • The Group’s financial performance could be adversely affected by changes in electricity prices and the Group has no hedging protection in place against such event • Demand for electricity in Romania is dependent on various factors over which the Group has no control, such as economic, political, climatic conditions • The Group is subject to significant regulatory requirements and is required to maintain regulatory approvals; as such it may be exposed to significant liabilities if it fails to maintain such approvals or comply with such requirements or approvals • Components of the Group’s distribution network are subject to deterioration over time • A strike or other labour disruption could adversely affect the Group’s business • The Group’s assets and/or business could be damaged by natural and man-made acts or disasters • The Group’s IT systems are outdated and are not integrated • The migration of the Group to a new integrated ERP system may encounter difficulties and delays • The Group has limited experience in financial reporting based on IFRS-EU • The Group’s distribution segment subsidiaries may be operating under concessions agreements which have not entered into force • A minority shareholder in the Group’s distribution and supply segment subsidiaries (EDMN, EDTN, EDTS and Electrica Furnizare) may be entitled to require Electrica to sell a portion of its shares in such companies on the Bucharest Stock Exchange • The Group may face risks associated with restitution claims with regard to certain real estate properties • Ownership title over certain real estate properties owned by members of the Group may be deemed uncertain • Electrica Furnizare may be prohibited from suspending or interrupting the supply of electricity to certain of the Group’s customers, even if such customers are in payment default

32 • Failure to execute management’s business strategy may lead to cost savings and revenue forecasts being lower than predicted for the Group • The Group’s reputation, future prospects or results of operations may be materially adversely affected by claims or litigation • Failure to observe public procurement legislation by members of the Group may lead to fines and voided contracts • The Group may be subject to insurance claims for which it has not adequately made provision • The Capital Increase may be annulled and/or the Offering may be cancelled • Share capital increases resulting from State land contributions may result in the State holding more than 50% of Electrica’s shares • Members of the Group may not have valid legal title for the lands on which the network or the network infrastructure they operate is located • Share capital increases in the Company from in-kind contributions of real estate may be voided • Fondul Proprietatea, a minority shareholder of the distribution and supply subsidiaries of the Group, may seek to block decision making • Failure by the State to amend the law restricting share acquisitions by Electrica will restrict the Group’s strategy • The Group’s position in electricity distribution and supply markets may expose it to claims relating to abuse of dominant position • Provisions contained in certain financing agreements to which members of the Group are party may restrict their operations • The Group may be exposed to liabilities in respect of State Aid • The Company may face additional claims from tax authorities for budgetary debts due for previous periods

33 • Legal uncertainty as to the State entities involved in the privatisation of the Company may delay the closing of the Offering • Political instability in Ukraine could materially and adversely affect the Group • Certain global events may indirectly affect the outlook for Romania and adversely affect the Group • The Group’s ability to conduct business and its financial condition, results of operations and prospects could be adversely affected by corruption and money laundering • Romania can be subject to high levels of volatility in exchange rate and inflation which may adversely affect the Group • Romania may face difficulties related to its post-accession process to the European Union • Romania’s infrastructure is in poor condition, which could disrupt normal business activity and in turn the Group’s business, result of operations and prospects • The Romanian legal system and Romanian legislation continue to develop, which may create an uncertain environment for investment and for business activity • The Romanian taxation system is subject to change and may issue inconsistent interpretations of tax legislation D.3 Key information on the key risks • The Company is a holding company with limited operations and that are specific to the securities. relies on its operating subsidiaries to provide it with funds necessary to meet its financial obligations and to pay dividends on the Offer Securities • There is currently no trading market for the Offer Securities • The Securities may be subject to price volatility • The prevailing trading price of the Offer Securities could be adversely affected by future sales, or the real or perceived possibility of sales, of a significant number of the Securities in the public market • The Offer Securities may not be transferred freely especially in the United States or other countries • Holders of the Offer Securities in certain jurisdictions (including the United States) may not be able to exercise their pre-emptive rights and ownership interests may therefore be diluted • Inability to admit the Securities to trading on the Bucharest Stock Exchange and London Stock Exchange, as applicable • Suspension of trading in the Shares • Investors may not be able to enforce judgments obtained in US courts against the Company

34 • Exchange rate fluctuations may impair the return in the investment in the Shares • The Company may not pay dividends in the future, and foreign shareholders and holders of the GDRs may also be subject to limitations or delays in repatriating their earnings from distributions made on the underlying Shares • Following the Offering, holders of Shares may not be able to deposit the Shares in the Company’s GDR facility in order to receive GDRs, and changes in Romanian regulatory policy with respect to the placement and circulation of the Shares outside Romania in the form of GDRs or otherwise may negatively affect the market for the Securities being offered • Voting rights with respect to the Shares represented by the GDRs are subject to procedural steps and practical limitations imposed by the terms of the Deposit Agreement and the relevant requirements of Romanian law • The rights of minority shareholders may be limited under Romanian law

35 D.4 Information about the underlying shares D.2 Key information on the key Risks Relating to the Group’s Business and Industry risks that are specific to the • The Group’s supply segment will face an increase in issuer. competition for the supply of electricity as the electricity supply market continues to be liberalised • The Group’s financial performance could be adversely affected by changes in tariffs set for the regulated market • The Group’s supply segment could lose its status as supplier of last resort • After the Offering, the State will continue to have significant influence over the Company • The Group’s financial performance could be adversely affected by changes in electricity prices and the Group has no hedging protection in place against such event • Demand for electricity in Romania is dependent on various factors over which the Company has no control, such as economic, political, climatic conditions • The Group is subject to significant regulatory requirements and is required to maintain regulatory approvals; as such it may be exposed to significant liabilities if it fails to maintain such approvals or comply with such requirements or approvals • Components of the Group’s distribution network are subject to deterioration over time • A strike or other labour disruption could adversely affect the Group’s business • The Group’s assets and/or business could be damaged by natural and man-made acts or disasters • The Group’s IT systems are outdated and are not integrated • The migration of the Group to a new integrated ERP system may encounter difficulties and delays • The Group has limited experience in financial reporting based on IFRS-EU • The Group’s distribution segment subsidiaries may be operating under concessions agreements which have not entered into force • A minority shareholder in the Group’s distribution and supply segment subsidiaries (EDMN, EDTN, EDTS and Electrica Furnizare) may be entitled to require Electrica to sell a portion of its shares in such companies on the Bucharest Stock Exchange • The Group may face risks associated with restitution claims with regard to certain real estate properties • Ownership title over certain real estate properties owned by members of the Group may be deemed uncertain

36 • Electrica Furnizare may be prohibited from suspending or interrupting the supply of electricity to certain of the Group’s customers, even if such customers are in payment default • Failure to execute management’s business strategy may lead to cost savings and revenue forecasts being lower than predicted for the Group • The Group’s reputation, future prospects or results of operations may be materially adversely affected by claims or litigation • Failure to observe public procurement legislation by members of the Group may lead to fines and voided contracts • The Group may be subject to insurance claims for which it has not adequately made provision • The Capital Increase may be annulled and/or the Offering may be cancelled • Share capital increases resulting from State land contributions may result in the State holding more than 50% of Electrica’s shares • Members of the Group may not have valid legal title for the lands on which the network or the network infrastructure they operate is located • Share capital increases in the Company from in-kind contributions of real estate may be voided • Fondul Proprietatea, a minority shareholder of the distribution and supply subsidiaries of the Group, may seek to block decision making • Failure by the State to amend the law restricting share acquisitions by Electrica will restrict the Group’s strategy • The Group’s position in electricity distribution and supply markets may expose it to claims relating to abuse of dominant position • Provisions contained in certain financing agreements to which members of the Group are party may restrict their operations • The Group may be exposed to liabilities in respect of State Aid • The Company may face additional claims from tax authorities for budgetary debts due for previous periods

37 Risks relating to Romania • Investing in developing markets, including Romania, entails certain risks, which may be greater than risks inherent in more developed markets • The value of investments in Romania, including the value of the Offer Securities, could be adversely affected by political and economic uncertainty • Legal uncertainty as to the State entities involved in the privatisation of the Company may delay the closing of the Offering • Political instability in Ukraine could materially and adversely affect the Group • Certain global events may indirectly affect the outlook for Romania and adversely affect the Group • The Group’s ability to conduct business and its financial condition, results of operations and prospects could be adversely affected by corruption and money laundering • Romania can be subject to high levels of volatility in exchange rate and inflation which may adversely affect the Group • Romania may face difficulties related to its post-accession process to the European Union • Romania’s infrastructure is in poor condition, which could disrupt normal business activity and in turn the Group’s business, result of operations and prospects • The Romanian legal system and Romanian legislation continue to develop, which may create an uncertain environment for investment and for business activity • The Romanian taxation system is subject to change and may issue inconsistent interpretations of tax legislation

38 D.5 Information about depositary receipts D.3 Key information on the key • The Company is a holding company with limited operations risks that are specific to the and relies on its operating subsidiaries to provide it with funds securities. necessary to meet its financial obligations and to pay dividends on the Offer Securities • There is currently no trading market for the Offer Securities • The Securities may be subject to price volatility • The prevailing trading price of the Offer Securities could be adversely affected by future sales, or the real or perceived possibility of sales, of a significant number of the Securities in the public market • The Offer Securities may not be transferred freely especially in the United States or other countries • Holders of the Offer Securities in certain jurisdictions (including the United States) may not be able to exercise their pre-emptive rights and ownership interests may therefore be diluted • Inability to admit the Securities to trading on the Bucharest Stock Exchange and London Stock Exchange, as applicable • Suspension of trading in the Shares • Investors may not be able to enforce judgments obtained in US courts against the Company • Exchange rate fluctuations may impair the return in the investment in the Shares • The Company may not pay dividends in the future, and foreign shareholders and holders of the GDRs may also be subject to limitations or delays in repatriating their earnings from distributions made on the underlying Shares • Following the Offering, holders of Shares may not be able to deposit the Shares in the Company’s GDR facility in order to receive GDRs, and changes in Romanian regulatory policy with respect to the placement and circulation of the Shares outside Romania in the form of GDRs or otherwise may negatively affect the market for the Securities being offered • Voting rights with respect to the Shares represented by the GDRs are subject to procedural steps and practical limitations imposed by the terms of the Deposit Agreement and the relevant requirements of Romanian law • The rights of minority shareholders may be limited under Romanian law

39 Section E—Offer E.1 The total net proceeds and an The Company will receive all the proceeds of the Offering, less estimate of the total expenses of the Stabilisation Proceeds. At the end of the Stabilisation the issue/offer, including estimated Period, the Stabilising Manager(s) will return to the Company expenses charged to the investor any remaining Stabilisation Proceeds which were not used for by the issuer or the offeror. stabilisation activities, as well as any interest that has accumulated for the amounts corresponding to the Stabilisation Proceeds. The total commissions, fees and expenses payable by the Company in connection with the Offering are expected to be between approximately RON 67 million and RON 80 million.

E.2a Reasons for the offer, use of The Company will receive all the proceeds from the proceeds, estimated net amount of subscription of the Offer Securities, less the proceeds used for the proceeds. stabilisation, and will use them to implement its investment programme, which comprises: • refurbishment of the Group’s existing network infrastructure; • network development to connect new consumers; • investment in smart metering systems; and • consolidation of the Group’s support functions including HR, finance, procurement, support and IT in a single Shared Service Centre. In addition the Company may also use the proceeds from the subscription of the Offer Securities for acquisition opportunities in the future that are consistent with its core business, strategy and risk return profile, in accordance with applicable law. E.3 A description of the terms and The Offering is structured as an offering of Offer Securities: conditions of the offer. (1) in Romania to the public; (2) in the United States to certain qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act or another exemption from the registration requirements of the Securities Act; and (3) outside the United States and Romania in offshore transactions in reliance on Regulation S under the Securities Act. The Offering is split into three Offer Tranches as follows: (1) Small Retail Tranche: 7% of the Offer Shares (12,403,212 Shares (in the form of Offer Shares)) to be initially offered to Retail Investors who submit orders from 250 Offer Shares up to and including 20,000 Offer Shares in aggregate (‘‘Small Retail Investors’’); (2) Large Retail Tranche: 8% of the Offer Securities (14,175,100 Shares (in the form of Offer Shares and/or Offer GDRs)) to be initially offered to Retail Investors who submit on a cumulative basis orders for over 20,000 Offer Shares per investor (‘‘Large Retail Investors’’); and

40 (3) Institutional Investors Tranche: 85% of the Offer Securities (150,610,432 Shares (in the form of Offer Shares and/or Offer GDRs)) will be initially offered to (i) credit institutions, (ii) investment firms, (iii) undertakings for collective investments (collective investment schemes, investment companies and/or investment management companies), (iv) insurance/ reinsurance companies, (v) pension funds and management companies of such funds, (vi) traders, (vii) trust companies, (viii) international financial institutions (IFIs), and (ix) other financial institutions, (‘‘Institutional Investors’’). On the Allocation Date, the Company shall re-allocate 5.0% of the full number of Offer Shares from the Institutional Investors Tranche to the Small Retail Tranche and/or Large Retail Tranche in case the Small Retail Tranche and the Large Retail Tranche have a subscription level higher than the Institutional Investors Tranche. The Company may decide following consultation with the Joint Global Coordinators on an additional re-allocation of Offer Shares from the Institutional Investors Tranche to the Small Retail Tranche and Large Retail Tranche, on the Allocation Date. The final number of Shares underlying the Offer GDRs that will be issued and allocated to investors within the Offering will not exceed 2⁄3 of the total number of Offer Shares. Offer Price Range: RON 11 to 13.50 per Offer Share. US$13.55 to 16.63 per Offer GDR. Small and Large Retail Investors must subscribe for Offer Shares at the fixed price of RON 13.50 per Offer Share and Large Retail Investors can also subscribe for Offer GDRs at the fixed price of USD 16.63 per Offer GDR (i.e. in each case, at the top of the Offer Price Range). Institutional Investors may validly subscribe for Offer Securities at any price within the Offer Price Range (including the bottom and the top of the price range). The price tick for the subscription by Institutional Investors is of RON 0.05 for Offer Shares and of USD 0.01 for Offer GDRs, respectively. Offer Period: 8 business days, from 16 June 2014 to 25 June 2014. Allocation Date: The first business day following the expiry of the Offer Period, i.e. 26 June 2014. Transaction Date: 26 June 2014. Settlement Date: 1 July 2014. Closing Date: Expected to be on or about 3 July 2014.

41 The timetable above may be subject to change. Certain events provided therein are beyond the control of the Company. The Company, in agreement with the Joint Global Coordinators and Joint Bookrunners, reserves the right to change the above timetable for the Offering, including the subscription periods for the Offer Shares. Information about any changes to the proposed timetable of the Offering will be subject to notification to investors and/or supplements to the Prospectus in accordance with applicable regulations.

E.4 A description of any interest that Other than disclosed in B.6, there are no other interests is material to the issue/offer (including conflicting interests) that are material to the including conflicting interests. Offering.

E.5 Name of the person or entity Societatea Comerciala˘ de Distribu¸tie ¸si Furnizare a Energiei offering to sell the security. Electrice ‘‘ELECTRICA’’ S.A. Lock-up agreements: the parties Pursuant to the terms of the Underwriting Agreement the involved; and indication of the Company will agree with the Managers, that during the period of the lock-up. Lock-Up Period it will not offer, issue, sell, contract to sell, pledge, grant options over or otherwise dispose (or publicly announce any such issuance, offer, sale or disposal) of the Securities, or any of the Company’s securities that are substantially similar to the Securities, or enter into any transaction with the same economic effect as any of the foregoing, without the prior written consent of the Managers, save that the Company shall not be prohibited from issuing or allotting shares to the extent it is so obliged to do pursuant to the applicable laws in Romania. The Ministry of Economy (acting through the Department for Energy) will agree with the Managers that during the Lock-Up Period, it will not offer, sell, contract to sell, pledge, grant options over or otherwise dispose (or publicly announce any such issuance, offer, sale or disposal) of the Securities, or any of the Company’s securities that are substantially similar to the Securities, or enter into any transaction with the same economic effect as any of the foregoing, without the prior written consent of the Managers.

E.6 The amount and percentage of Offer Shares will be issued pursuant to the Capital Increase. immediate dilution resulting from The Offer Shares will represent 105% of the shares in issue the offer. before the registration of Capital Increase and 51.2% of the shares in issue following the registration of capital increase.

E.7 Estimated expenses charged to the Not applicable. No commissions, fees or expenses in investor by the issuer or offeror. connection with the Offering will be charged to investors by the Company. The Depositary will be entitled to charge certain fees to the Holders of GDRs.

42 RISK FACTORS An investment in the Offer Securities involves a high degree of risk. You should carefully consider the following information about these risks, together with the information contained elsewhere in this Prospectus, before deciding whether to invest in the Offer Securities. Any of the following risks, individually or together, could have a material adverse effect on the Company’s business, financial condition and results of operations and the trading price of the Offer Securities, and you could lose all or part of your investment. The Company has described the risks and uncertainties that it believes are material, but these risks and uncertainties may not be the only ones the Company faces. Additional risks and uncertainties, including those about which it is currently not aware or which it deems immaterial, could have the effects set forth above. Prospective investors should be aware that the value of the Securities and any income from them (if any) may decrease as well as increase and that investors may not be able to realise their initial investment.

Risks relating to the Group’s Business and Industry The Group’s supply segment will face an increase in competition for the supply of electricity as the electricity supply market continues to be liberalised The Group’s supply business faces increasing competition from new and existing market participants due to the liberalisation of the Romanian electricity supply market. The Romanian regulated electricity market for household consumers is in the process of gradual tariff liberalisation which is scheduled to complete by 1 January 2018. Price liberalisation increases competition and it is possible that this may result in customers switching their electricity supplier from the Group to other competitors. This switching is known as ‘‘churn’’. Full liberalisation of the non-household retail electricity market, which occurred at the end of 2013, has resulted in increasing churn in the Group’s industrial customer base. As a result of increasing price liberalisation the Group’s financial performance could be adversely affected by competition from other suppliers who may offer better terms for electricity supply to the Group’s existing or potential consumers than those offered by the Group. Increased competition may force the Group to lower prices or lead to a decrease in the volume of electricity supplied by it. This could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

The Group’s financial performance could be adversely affected by changes in tariffs set for the regulated market The majority of the Group’s revenues are generated from sales in its regulated distribution and supply segments. Tariffs for electricity distribution and supply on the regulated market in Romania are set by ANRE. The regulator may delay or refuse to approve electricity distribution and sales tariffs and the tariffs approved by ANRE may not reach levels required to match management’s expected return on capital expenditure. In particular, the Group may not be able to operate at the level of efficiency assumed by ANRE. For example, opex allowances, targets of network loss and cost of debt targets could all be insufficient to cover for actual levels of costs. In addition, capital expenditure in the Group’s distribution segment to upgrade or extend the distribution network may not ultimately be fully recognised by ANRE as part of the RAB. Any of these risks could prevent the Group from achieving its financial target. These targets are set by ANRE and there can be no assurance that they will be met by the distribution subsidiaries. In addition, the Group may not receive approval to increase tariffs for any given regulatory period and/or regulated tariffs may be set at a level which would prevent the Group maintaining or improving its margins. Furthermore, the Group’s supply business is currently subject to tariff reductions which could potentially turn out to be larger and more significant than expected. See ‘‘Operating and Financial Review— General regulatory and legal framework and ANRE’s policies—Electricity distribution and supply tariffs— General information—Electricity supply tariffs’’. Any adverse change in regulated tariffs set by ANRE as well as a failure by the Group to meet operating and financial targets set by ANRE could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

The Group’s supply segment could lose its status as supplier of last resort The Group’s supply segment operator, Electrica Furnizare, supplies electricity to household consumers who do not have access to another supplier in each of the licence regions where EDMN, EDTS

43 and EDTN operate, as a ‘‘supplier of last resort’’. The Group generates a significant portion of its revenue from these customers. Under new draft regulations published by ANRE, suppliers of last resort in Romania may be re-appointed under a competitive tender. Under this tender, a supplier may be appointed over a maximum of three supply areas for a period of four years. Consequently, there is a risk that Electrica Furnizare could lose its status of supplier of last resort, in which event there could be a material adverse effect on the Group’s revenues, results of operations, financial condition and prospects.

After the Offering, the State will continue to have significant influence over the Company Immediately following the Offering, the State acting through the Department of Energy, will be the beneficial owner of 48.8% of the Shares (or 49.9% if the stabilisation actions contained in the under Underwiting Agreement is exercised in full). As a result, the State will be able to exercise significant influence over matters requiring shareholder approval, such as the election of directors, business strategy, dividend distribution and significant corporate transactions. Certain voting decisions may reflect Government policy and complying with them could lead to significant capital expenditure to members of the Group. There may also be significant expenditure and risks involved in complying with such decisions, including, but not limited to, liabilities or legal claims affecting members of the Group. Certain voting decisions of the State could be taken with the economic interests of the State being inconsistent with the interests of shareholders who purchased shares in the Offering. As a result, differences between the interests of the State and the other shareholders of the Company may result in conflicts and/or restrict the Group’s ability to implement its business strategy, which could materially adversely affect the Company’s business, results of operations, financial condition and prospects.

The Group’s financial performance could be adversely affected by changes in electricity prices and the Group has no hedging protection in place against such event Electrica Furnizare has exposure to the Romanian wholesale electricity price as the Group currently purchases the entire amount of electricity it sells to its customers. Changes in the wholesale electricity price may generate volatility to the Group’s results of operations as it is not able to adjust its sales price to effectively match changes in the price it pays for electricity as the regulated provider of electricity is set every six months. Furthermore, the Group has no contractual hedging protection against movements in electricity prices. In addition, the Group’s distribution business also has certain exposure to wholesale electricity prices equivalent to the potential difference between the cost for covering network losses allowed by ANRE and the actual cost for covering network losses of the Group’s distribution business at any given time. In addition, even if the Group performs in line with the regulatory assumptions in terms of network losses, an increase in electricity prices may lead to a delay in recovering the difference through tariffs that may lead to additional costs for financing the Group’s working capital needs Wholesale market prices for electricity are likely to substantially impact the Group’s future revenues, profitability, cash flows and rate of growth and any change in wholesale electricity prices could result in a reduction in the Group’s net income or increase in the Group’s net losses, impair the Group’s ability to make planned capital expenditures or incur costs that are necessary for the development of its operations. Any of these effects could materially and adversely affect the Group’s business, results of operations, financial condition and prospects. Accordingly, there is no assurance that the Group will be able to purchase electricity at current or historic prices. If the price of electricity purchased by the Group varies significantly from the price at which it sells electricity, this could materially adversely affect the Group’s business, results of operations, financial condition and prospects.

Demand for electricity in Romania is dependent on various factors over which the Group has no control, such as economic, political, climatic conditions Demand for electricity is subject to a variety of factors over which the Group has no control, including economic and political developments in Romania (and elsewhere), consumer demand (which includes a shift towards renewable energy sources), climatic conditions and the impact of economic and political events. A decrease in demand for electricity could result in lower revenues, in particular for the Group’s

44 supply business, which could have a material adverse effect on its business, results of operations, financial condition and prospects.

The Group is subject to significant regulatory requirements and is required to maintain regulatory approvals; as such it may be exposed to significant liabilities if it fails to maintain such approvals or comply with such requirements or approvals The Group is subject to various regulatory requirements governing the operation and maintenance of its distribution network and operation of its electricity supply activity. Material licences, such as the Supply Licence and Distribution Licences, and other permits held by the Group, require periodic renewal or review and place an obligation on the Group to monitor the quality of the distribution service and electricity supply operations, and to report its compliance with licence and permit conditions to ANRE. If the Group is unable to comply with, and/or renew such licences or permits, or if material changes to its licences or permits are imposed that require significant expenditure, the Group’s business could be adversely affected. Violations of laws and regulations applicable to the Group, or breaches of any conditions of the Group’s licences or permits, may result in fines or legal proceedings being commenced against members of the Group or other sanctions (such as suspension and/or withdrawal of the relevant licences). The Group may not at all times fully comply with laws and regulations applicable to it and it is possible that its compliance costs may exceed the amount that the Group has budgeted for in respect of its future capital and operating expenditures. This will be particularly true if any of the laws that materially affect the Group’s operations change or become more stringent in the future or if new laws that materially affect the Group’s operations are adopted. The Group’s costs of complying with current and future regulatory requirements and any loss of its material operating licences or permits could have a material adverse effect on its business, results of operations, financial condition and prospects.

Components of the Group’s distribution network are subject to deterioration over time Components of the Group’s distribution network are adversely impacted by continual operation and natural processes, such as erosion and corrosion, the effects of which increase as the components grow older. The Company may fail to adequately anticipate the level of capital expenditure required to maintain its distribution network and incur expenditures in excess of those budgeted for. Such corrosion and erosion may also result in an unexpected impairment of the relevant property, plant or equipment. Furthermore, the Group may not be able to successfully implement effective inspections and maintenance practices, including proactively repairing or replacing equipment and components before they fail. Each of these risks could increase the likelihood of operational failure, increase capital expenditure for the Group’s distribution business and result in a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

A strike or other labour disruption could adversely affect the Group’s business A substantial number of the Group’s employees are represented by labour unions and covered by its CBA. The Group’s strategy to reduce costs and improve production efficiencies in furtherance of its strategy may include the reduction of its workforce. In the event that agreements cannot be reached with labour unions for the method in which the workforce reduction occurs, this part of management strategy may fail, could be impaired by strikes, threats of strikes or other resistance or work stoppages, which could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects. In the event members of the Group are the subject of labour related litigation, this could result in significant liabilities for the Group, which could have a material adverse effect on its results of operations and financial condition.

The Group’s assets and/or business could be damaged by natural and man-made acts or disasters The Group’s operations may be adversely affected by a number of natural and man-made events or acts of terrorism, including human error, acts of theft or vandalism, adverse weather conditions, earthquakes and other natural disasters, terrorist attacks and other phenomena of nature or force majeure events. In addition, the Group’s distribution infrastructure will, following the implementation of the investment programme, incorporate a complex smart grid that may suffer damage from malfunction, cyber-attack or virus. Each of these could lead to failure of its equipment and systems and could disrupt electricity supply to the Group’s consumers or result in personal injury or damage to property. These risks

45 could result in significant expenditures and costs of repairs, or adversely impact the Group’s reputation leading to loss of consumers, or could otherwise have a material adverse effect on its business, results of operations, financial condition or development prospects.

The Group’s IT systems are outdated and are not integrated The Group’s business increasingly relies on a complex structure of different IT systems, such as the ERP-SAP system, which have not currently been uniformly implemented for each company within the Group. At the same time, the Group’s intranet has not been implemented in an efficient way. This may give rise to delays in management reporting at consolidated level. In addition, the current IT infrastructure is outdated and comprises operating systems and servers which have passed their technical life; this may impact on the efficiency of the activity of the Group. The Group’s IT security policies and the documentation of workflows are not up-to-date, nor are all personnel trained to follow the instructions and policies correctly. This may expose the Group’s IT infrastructure to security issues, which could materially adversely affect the Group’s business, results of operations, financial condition and prospects.

The migration of the Group to a new integrated ERP system may encounter difficulties and delays As part of the Group’s investment programme, management intends to implement a single integrated ERP system for the Group to replace its legacy IT infrastructure. There are risks associated with such a project that are inherent in all data migration projects (such as those arising from inadequate setup and structuring, data corruption during migration, poor data quality in the legacy system and lack of correct data cleansing), and from a lack of timely and effective training of relevant personnel to correctly and efficiently use the new system. Any failure in such integrated system or in its implementation may result in loss or corruption of customer and operational data. Any such possible loss or corruption of such data may have a material adverse effect on the Group’s business, results of operations, financial condition or prospects.

The Group has limited experience in financial reporting based on IFRS-EU The Group prepares its statutory financial statements based on OMF 3055/2012 and annual financial statements based on IFRS-EU. After the Offering, the Group will be required to prepare statutory quarterly and annual financial statements based on IFRS-EU. The Group’s limited experience in quarterly reporting under IFRS-EU, means that it may be difficult for the Group’s subsidiaries to adapt to a change to such reporting, given the large volume of adjustments, processing and consolidation of data in a short period of time. As a result, the Group may face difficulties to report timely financial information on a quarterly basis. In addition, the Group has identified a need to recruit additional employees with IFRS expertise and, to address this issue, the Group is actively seeking to recruit additional personnel with IFRS expertise by the end of 2014. Although the shortage of employees with IFRS expertise will not be fully remedied by the time of admission to the BSE and the Official List, the Company does not believe that the shortage will result in inaccuracies or delays in the financial or other information which it is required to publish as a company with securities admitted to the BSE and the Official List.

The Group’s distribution segment subsidiaries may be operating under concessions agreements which have not entered into force Under the energy law in force at the time the distribution companies EDMN, EDTN and EDTS entered into concession agreements for the operation of their distribution networks, these agreements were required to be published by the Ministry of Economy and Trade, as concedent, in the Official Gazette in order for them to be effective. However, none of these concession agreements were published in the Official Gazette. To the Company’s knowledge, similar concession agreements of its competitors were also not published in the Official Gazette. Therefore there is a risk that the concession agreements concluded by EDTS, EDMN and EDTN with the Ministry of Economy and Trade are not effective. Until these concession agreements are published in the Official Gazette, EDTS, EDMN and EDTN may not be considered electricity distribution operators for the purposes of computing the electricity distribution service tariff approved by ANRE and this could result in ANRE being unable or unwilling to compute and approve distribution tariffs for EDTS, EDMN and EDTN. The Company has received no indication from ANRE that this will occur. However, in the event that ANRE is unable or unwilling to compute and

46 approve distribution tariffs for the Group’s distribution segment, this will have a material adverse effect on the Group’s business, results of operations, financial condition or prospects until such time as this publication is made.

A minority shareholder in the Group’s distribution and supply segment subsidiaries (EDMN, EDTN, EDTS and Electrica Furnizare) may be entitled to require Electrica to sell a portion of its shares in such companies on the BSE Romanian law provides that various entities charged with privatisation tasks have the obligation to commence initial or secondary public offerings for equity stakes of at least 5% in State owned enterprises including EDMN, EDTN, EDTS and Electrica Furnizare, with a view to having the shares of such entities listed on the BSE. The law requires the procedures for admission to trading to be finalised by 31 December 2014. Fondul Proprietatea currently holds minority interests in each of EDMN, EDTN, EDTS and Electrica Furnizare. As a result Fondul Proprietatea may be entitled to require that secondary public offers, comprising at least 5% of Electrica’s interests in each of EDMN, EDTN, EDTS and Electrica Furnizare be undertaken and their shares listed on the BSE following the closing of the Offering and before the end of 2014. Such listing will entail a reduction in Electrica’s interests in such companies, resulting in a corresponding reduction in dividend payments distributed to it from these entities. In addition, a public offer will require significant management time and expense to execute and maintain and will significantly increase compliance costs within the Group. As a result, all these could adversely affect the Group’s business and results of operations.

The Group may face risks associated with restitution claims with regard to certain real estate properties Between 1945 -1989, during the communist era, the State nationalised large quantities of real estate (including land and buildings). Real estate was transferred to the administration of various State owned companies for civil or economic purposes. After December 1989, the issue of real estate restitution arose and based on several restitution legal enactments, the ownership right over the real estate expropriated during the Communist era was reinstated in favour of the former owners or their successors. In circumstances where such reinstatement was not possible, fair compensation for such owners or successors was to be provided. Under Romanian law, restitution claims are not time barred and may be filed with the relevant court by any third party who can justify an interest over a particular land plot. There is therefore a general risk of such claims being filed with the competent courts in respect of the lands owned by the Group. Since Romania is a civil law jurisdiction and is not generally based on a precedents system, case law on restitution issues is unpredictable. If the Group is subject to significant restitution claims, this could have a material adverse effect on the Group’s business, results of operations, financial condition or prospects.

Ownership title over certain real estate properties owned by members of the Group may be deemed uncertain Members of the Group derive their ownership title over certain real estate assets as successors to CONEL, a predecessor entity of the Company. Ownership over these land plots is evidenced by ownership certificates issued pursuant to Law no. 15/1990 and GD no. 834/1991. Such ownership certificates were issued by the public institution involved at the time in the Group’s business (including, for example, the Ministry of Economy and Commerce) following review of the relevant documentation by an appointed commission. The commission is obliged to consider the legal regime of the titles over the land plots in question (including, but not limited to, all relevant laws, orders, decisions, agreement, approvals), as well as the plans and schedules thereof, to determine, inter alia, the extent of the land plots to coordinate the cadastral measurements, and to review the issue of ownership certificates. Ownership certificates can be challenged and voided if it can be proved that either the entity seeking the issuance of an ownership certificate in its name did not require the land for which the ownership certificate was issued in order to perform its activity or the commission establishes that the entity did not undertake all necessary verifications and obtain all mandatory documents and/or approvals before the issuance of the ownership certificate in question. Therefore, in addition to the risk of restitution claims being filed, there is also a risk for actions being initiated for the annulment of such certificates. Furthermore, the surface areas and the boundaries of property registered with the land registry are not always accurately recorded or cross-checked against those of other registered properties. This makes title to property vulnerable to claims with respect to the extent of their boundaries.

47 Given the complexity of the development of the energy market in Romania and the number of the restructurings of State-owned companies involved, the specific circumstance relating to the ownership rights acquired under Law no. 15/1990 and GD no. 834/1991 and the generally complex issue of real estate ownership rights in Romania, there can be no assurance that the ownership rights of the members of the Group over certain real estate or constructions will not be successfully challenged in the future. In the event that a material number of ownership certificates owned by the Group are subsequently challenged, this could have a material and adverse effect on the operations, financial condition and prospects of the Group.

Electrica Furnizare may be prohibited from suspending or interrupting the supply of electricity to certain of the Group’s customers, even if such customers are in payment default Under Romanian law, certain electricity consumers, such as hospitals, rescue stations, schools, retirement homes, or air, naval and railroad traffic services are deemed of special importance, and cannot be disconnected by an electricity supplier. As a result, electricity must be provided to them by Electrica Furnizare even if they are in payment default, such as the case of CFR, which is a significant customer of the Group’s supply business. In addition, pursuant to the Insolvency Law, electricity suppliers cannot suspend or interrupt the supply of electricity to a consumer that qualifies as a ‘‘captive consumer’’. A ‘‘captive consumer’’ is defined as a consumer which is unable to choose its energy supplier due to technical, commercial or regulatory conditions. This could lead to the Group’s supply subsidiary not being able to disconnect large power consumers which are undergoing insolvency proceedings and which have considerable overdue amounts in respect of electricity consumed subsequent to entering into the insolvency proceedings. There are currently proposals to amend the Insolvency Law and permit electricity suppliers to suspend the supply of electricity in circumstances where a consumer does not pay the value of the electricity consumed, for more than 90 days following commencement of insolvency proceedings. However, these proposals, if ratified, will not apply to insolvency proceedings initiated prior to its entering into force. In the event that this law reform is not passed and significant members of the Group’s supply consumers default on payments for electricity supply this could have a material adverse effect on the Group’s business, results of operations, financial condition or prospects.

Failure to execute Management’s business strategy may lead to cost savings and revenue forecasts being lower than predicted for the Group The Company believes that its strategy and investment projects will lead to operational cost savings and additional revenues. The Group has made detailed plans in order to seek to ensure the successful implementation of its strategy and investment programme. Successful implementation of the investment programme and, in particular the creation of the Shared Service Centre, will require a significant amount of management time and this may affect or impact the ability of management to run the Group’s business effectively during the implementation period. Implementation of the proposed investment projects may be complex. There is a risk that the expected synergies of: the Shared Services Centre, and the projected operational cost savings and additional revenues from the installation of smart meters and smart grid network infrastructure (such as SCADA systems) or the refurbishment of the Group’s existing distribution network, will not be realised, or may be lower than have been estimated.

The Group’s reputation, future prospects or results of operations may be materially adversely affected by claims or litigation Members of the Group are party to material litigation. See ‘‘Legal Proceedings’’. Any litigation carries an inherent risk of an adverse outcome. Any successful investigation or claim could have a material adverse effect on the Group’s reputation, future prospects, financial condition or results of operations. In addition, even if the Group is successful in defending any such claim, claims of this nature could have a negative impact on customer confidence in its products and on the Group itself. Also, the Group may face a risk related to potential employment and tax litigations arising from the fact that part of the employees obtained in court upgraded salary classes. Historically, the Group’s level of litigation claims has not been material either individually or in aggregate and management currently has no reason to believe that the situation will change. However, if there was a significant increase in the number or materiality of claims for which there was no insurance

48 cover, the future prospects, financial condition or results of operations of the Group could be adversely affected.

Failure to observe public procurement legislation by members of the Group may lead to fines and voided contracts Because the distribution of electricity through an electricity distribution network is deemed to be sectorial activity in Romania, electricity distribution companies are considered to be contracting authorities and are required to observe applicable public procurement rules provided by EGO no. 34/2006 on the awarding of public procurement contracts, public works concession agreements and services concession agreements. The same rule is applicable to the incumbent suppliers of electricity. Public procurement procedures are mandatory where a contracting authority acquires works, equipment or services. Any failure by the Group to observe applicable public procurement rules could lead to the Group being subject to various fines from the competent authorities and the risk that the agreements concluded without the observance of the public procurement rules be cancelled by the court. In the event that any of these fines or the cancelled agreements are significant, this could have a material adverse effect on the Group’s business, results of operations, financial condition or prospects.

The Group may be subject to insurance claims for which it has not adequately made provision The Group is substantially self-insured. The business pursued by the Group also carries a number of risks which are not covered by the insurance policies held by the Group. Insurance claims frequently take many years to crystallise and therefore where self insurance is used, management have to estimate provisions in respect of historic claims for the purposes of self-insurance. To the extent that these estimates are inaccurate, the Group does not hold appropriate levels of insurance for its operations, or the Group does not have coverage for certain risks at all. The Group may be under-provisioned for in respect of claims, which could, in the event of claims, result in a material adverse effect on the Group’s results of operations and cash flows and adversely affect the prospects or financial condition of its business.

The Capital Increase may be annulled and/or the Offering may be cancelled Under Romanian law, resolutions passed by GMS of a joint-stock company can be challenged by interested third parties such as creditors, trade unions or employees. In addition, a public offer of shares, such as the Offering, may be annulled if the conditions for the approval of the Prospectus are not complied with or if the FSA decision approving the relevant prospectus is annulled in court. As a result, if the resolution issued by the EGMS of Electrica approving the Capital Increase or any subsequent acts or deeds (including, without limitation, the Company’s board decision acknowledging the Successful Closing of the Offering) or the resolution issued by the Company’s EGMS approving the issuance of GDRs are determined to be void, or if the Offering is annulled, the Offer Securities issued in the Offering would be cancelled and a holder of such cancelled Offer Securities is entitled to be refunded the subscription price by the Company. If the owner of the cancelled Offer Securities acquired them on a market transaction at a price higher than the subscription price, such holder will incur a loss equivalent to the difference between the Shares’ subscription price and the purchase price of the Offer Securities. Any delay of the Trade Registry to approve and register the Capital Increase before the Closing Date will lead to a corresponding delay of the Offer Securities being granted to the investors and admitted to trading. In addition, if a court orders the suspension of the resolution of Electrica’s EGMS approving the Capital Increase or any subsequent decisions, as a result of a potential annulment request, whether or not the annulment is successful, the period of time in which the Offer Securities will not be received by the investor and admitted to trading will likely become extended.

Share capital increases resulting from State land contributions may result in the State holding more than 50% of Electrica’s shares Under Romanian privatisation legislation, the share capital of the Company shall be automatically increased by operation of law with the value of the relevant plots of land for which the Company obtains the relevant ownership certificates after the Offering or, for which it obtained the certificates before the Offering, but for which it did not increase its share capital. The Company has submitted documentation with the Ministry of Economy for the issue of ownership certificates for real estate that is currently used by the Group or the Company’s privatised subsidiaries and the issuance of the ownership certificates is

49 pending. Also, these entities use lands for which ownership certificates have been obtained by the Company, but the correspondent share capital increase in the Company has not been performed. Such capital increases will be deemed as in-kind contributions of the State, and newly issued shares in the Company will be allotted to the State, represented by the Ministry of Economy, acting through the Department of Energy. The rest of the shareholders in Electrica will have a preference right to purchase a number of shares that would allow them to maintain their initial shareholding quota. However, if such shareholders do not exercise their preference rights, they will be diluted and if the value of the real estate contributed in kind is large enough, the State might increase its stake in the Company to over 50%, thereby returning to majority control. In this event differences between the interests of the Government as representative of the State and the other shareholders of the Company may result in conflicts and/or restrict the Group’s ability to implement its business strategy, which could materially adversely affect the Company’s business, results of operations, financial condition and prospects.

Members of the Group may not have valid legal title for the lands on which the network or the network infrastructure they operate is located The ownership by EDMN, EDTN and EDTS of the electric grid infrastructure is generally not evidenced by documentation. Based on the Energy Law, real estate on which such infrastructure is located is owned by the State, unless held otherwise, and, therefore, it cannot be assumed that EDMN, EDTN or EDTS are the owners of the constructions located thereon. Consequently there is a risk that EDMN, EDTN or EDTS do not have a valid title over all real estate where the distribution network is located or over the infrastructure pertaining to the electricity grid. In case third parties challenge such title and, if such challenge is successful, this may negatively impact the business of the Group’s distribution companies.

Share capital increases in the Company from in-kind contributions of real estate may be voided Romanian law generally requires share capital increases from in-kind contribution of real estate to be made based on an authenticated resolution of a GMS or additional act to the articles of association. There is a risk that this requirement applies even in the case where the share capital increase is performed based on the legal obligation of State-owned companies to increase their share capital with the value of plots of land for which ownership certificates are obtained. Most share capital increases of this nature of the Group companies did not comply with the requirement for an authenticated document. Therefore there is a risk that a substantial number of such share capital increases could be challenged and declared null and void. Any shares issued through the share capital increases that are declared null and void would be subsequently annulled and the share capital reduced accordingly. At the same time, as consequence of the privatisation, the share capital of the respective Group companies would be increased by operation of law with the updated value of the real estate for which ownership certificates have been issued. The value of the share capital increase in favour of the State would be re-assessed in accordance with the legislation, depending on the indexed value of the real estate and the rest of the Company’s shareholders would have a preference right to purchase a number of supplementary shares that would allow them to maintain their shareholding quota. If the revaluation is materially different from the original value, the consequent increase in the value of the State’s holding in Electrica may be sufficient to result in the State’s holding becoming in excess of 50%. In this event differences between the interests of the State and the other shareholders of the Company may result in conflicts and/or restrict the Group’s ability to implement its business strategy, which could materially adversely affect the Company’s business, results of operations, financial condition and prospects.

Fondul Proprietatea, a minority shareholder of the distribution and supply subsidiaries of the Group, may seek to block decision making Fondul Proprietatea is a minority shareholder of the Group’s distribution and supply subsidiaries, holding 22% in each of such companies, which entitles it to challenge decisions passed by the GMS of each of these subsidiaries and request the suspension of the enforcement of such decisions, subject to the payment of a security, if decided by the court. As an example, Fondul Proprietatea has recently challenged the decision of the GMS of each of the distribution and supply subsidiaries to approve the Unitary Corporate Governance Strategy of the Group, as well as the EDMN board decision appointing the current general manager of EDMN.

50 If challenges by Fondul Proprietatea are successful, this may lead to important decisions of EDMN, EDTN, EDTS and Electrica Furnizare being annulled, as well as the Company being potentially liable for payment of damages, which may have a material adverse effect on the Group’s business or financial condition.

Failure by the State to amend the law restricting share acquisitions by Electrica will restrict the Group’s strategy According to EGO no. 88/1997 regarding the privatisation of companies, a Romanian entity in which the State or a local public administrative authority holds more than 33% of the total voting shares in the GMS may not act as a purchaser of shares in other companies. Although the law is unclear, it can be construed that this restriction applies to the acquisition of shares not only in a privatisation process, but also outside such process. The restriction shall continue to be applicable to Electrica after the Successful Closing of the Offering, considering that the State shall continue to hold 48.8% of Electrica’s share capital (or 49.9% stabilisation actions contained in the Underwriting Agreement are exercised in full). Consequently, the provisions of EGO no. 88/1997 could impede the Group’s business development strategy by acquiring shares in other entities.

The Group’s position in electricity distribution and supply markets may expose it to claims relating to abuse of dominant position The Group’s distribution operators are natural monopolies in their respective markets and as such, they enjoy a dominant position. Also, the Group’s distribution operators have a legal monopoly in their relevant regions and hence, other entities cannot set up a competing electricity distribution business. In addition, the Group’s supply operations enjoy a dominant position on the electricity supply market, due to it being a supplier of last resort. Therefore, the Group is subject to competition rules prohibiting abuse of dominant position. Failure to fulfil the obligations resulting from its dominant position so as to prevent committing an abuse of dominant position by any of the relevant members of the Group may result in sanctions, which could have a material adverse effect on their business, results of operations, financial condition or development prospects.

Provisions contained in certain financing agreements to which members of the Group are party may restrict their operations The Group’s financing contracts contain provisions that might limit the ability of the Group to finance its future operations and cash requirements, as well as its capacity to develop certain important commercial activities. For example, financing agreements concluded by the Company and certain of its subsidiaries with ING contain negative pledge provisions, pursuant to which the relevant borrower undertakes not to create, extend or supplement any guarantee in favour of any party other than ING without the latter’s written consent. If the Company or the relevant subsidiary defaults under any of these loans and is unable to remedy the default or obtain a default exemption from creditors, the Company or the relevant subsidiary may be held liable for failure to fulfil its contractual obligations. Failure by members of the Group to meet obligations under any of these loan agreements may result in a default under other financing contracts to which members of the Group are party, which may result in creditors under those agreements to accelerate the maturity of all the debts due under them.

The Group may be exposed to liabilities in respect of State Aid The European Commission has launched investigation no. SA.33451 (2012/C) (ex 2012/NN) concerning a possible breach of State Aid rules by Electrica in relation to two bilateral power purchase contracts with Hidroelectrica that were concluded in 2010. Should this investigation conclude that Electrica received illegal State Aid under these contracts, an amount shall be recoverable against Electrica, together with the applicable interest. Management estimates that such amount may be up to approximately RON 30 million, plus the recovery rate. In addition, the Company has granted a loan in the amount of RON 60 million to Electrica Serv. This loan was converted into Electrica Serv shares in March 2014. Taking into consideration that Electrica is a State-owned company and that no private investor test has been done in relation to this conversion, State Aid implications may arise. If the European Commission deems that such conversion qualifies as illegal State Aid, this may trigger the reimbursement by Electrica Serv of the amount determined to be illegal State Aid, along with payment of the recovery interest rate.

51 Any significant liability for members of the Group to repay amounts due in respect of illegal State Aid would have a material adverse impact on the Group’s financial condition or results of operations.

The Company may face additional claims from tax authorities for budgetary debts due for previous periods In the first quarter of 2014, ANAF performed a tax audit of the Company for the period 1 January 2008 to 30 April 2013 and 1 January 2007 to 31 December 2012 in case of profit tax. as a result of this investigation, ANAF preliminarily established supplementary tax liabilities totalling approximately RON 11.2 million, out of which approximately RON 9.3 million represents tax on income obtained from Romania by non-resident legal persons and the remainder of RON 1.9 million representing additional profit tax and related VAT computed by the fiscal authorities by reconsideration of deductible expenses, as well from a correction of an accounting registration by the Company. In addition, EDMN is undergoing a tax audit which commenced on 28 February 2014 in respect of tax years 2008 to 2013. Tax audits are frequent in Romania, and consist of detailed verifications of the accounting records of tax payers, as well as the tax treatment applied by them for various operations. Such audits sometimes may take place months or years after the relevant tax year in question, generally within the statutes of limitation for the relevant tax duty. Moreover, tax legislation is subject to frequent changes and the authorities demonstrate inconsistency in interpretation of the law. Income tax returns may also be subject to revision and corrections by tax authorities. Consequently, members of the Group may be found liable for significant taxes and fines in respect of historic tax liabilities and imposition of such taxes and fines may have an adverse effect on the Group’s financial condition.

Risks relating to the Reorganisation Liquidation and insolvency of the Group’s service subsidiaries and the Spin-off may result in residual legal liability for the Company Under Romanian law the Company is jointly liable with SAPE for payment of receivables due by SAPE up to the value of the net assets allocated to it as part of the Spin-off. As part of the Reorganisation, SEB, SEMO and SED are in liquidation proceedings and SEO entered insolvency proceedings. As a general rule under Romanian law, shareholders remain liable for a company’s debts or liabilities but only up to the value of their contributions to the subscribed share capital. However, in the context of liquidation, shareholders may be liable for additional amounts in limited circumstances. These are when the shareholder, by fraud caused to creditors, abuses the limited liability and the distinct legal personality of its liquidated subsidiary, when the assets remaining in the liquidated subsidiary deregistered from the Trade Registry are entrusted to the shareholders, when the shareholders are liable up to the value of the assets remaining in the liquidated subsidiary for covering the debts or when the liquidator makes payments to the shareholders before all the liquidated subsidiary’s creditors are paid off. Furthermore, shareholders may be held liable if it is provided that they benefited by an unjust enrichment as a result of the liquidation. In addition, any person who is alleged to have suffered prejudice due to a reference in the Trade Registry has the right to request the removal of such reference. As a result, the liquidated subsidiary may recover its legal personality and its creditors could claim recovery against it. As regards liquidation, specific rules on residual liability in case of environmental obligations exist such that where an operator has caused environmental damage or an imminent threat which can produce such damage as part of a consortium or a multinational company, such operator is jointly liable with the respective consortium or company. Although the law is not clear, it could be construed as being applicable in the case of a liquidation of a subsidiary of a parent company such as Electrica and trigger joint liability for the parent with its subsidiary in the event the latter has breached environmental obligations. Finally, tax authorities may hold shareholders liable for the taxes due by the insolvent company. As a result, the Company may have residual liability for the liquidation of SEB, SED, SEMO and the insolvency of SEO as part of the Reorganisation. As regards insolvency, during the course of insolvency proceedings the judge may order that part of the liabilities of the company be borne by the members of the company’s management bodies (e.g. directors), as well as by any other person who caused the company to become insolvent (such as the shareholders i.e. the Company) as a result of certain specific actions provided by law (e.g. ordering, in their personal interest, the continuation of an activity that was obviously leading the company to financial default, using the assets or credits of the company for their own benefit or for the benefit of another person, etc.).

52 In the event that any liability of the Company arising from the Spin-off and its liquidation or insolvency of its service subsidiaries is significant this could have a material adverse effect on the results of operations, financial condition and prospects of the Group.

The Spin-off may be challenged by third parties or may be unenforceable against ENEL, EON and CEZ The Spin-off was approved by the Bucharest Tribunal on 10 April 2014 and subsequently successfully registered in the Trade Registry, becoming effective on 7 May 2014. Under the Companies Law, the Spin-off can be challenged as null and void only if the decision of the shareholders approving the Spin-off is challenged within six months from the date of effectiveness of the Spin-off. In addition, the court approval of the Spin-off can be challenged with appeal by third parties within 30 days as of the date when such parties became aware of such decision, but not later than one year as of the date when the decision was issued, i.e. until 10 April 2015. If the Spin-off is annulled, the State will resume a stake of more than 50% in Electrica. As a result, differences between the interests of the State and the other shareholders of the Company may result in conflicts and/or restrict the Group’s ability to implement its business strategy, which could materially adversely affect the Company’s business, results of operations, financial condition and prospects. In addition, approvals from ENEL, EON and CEZ were necessary for the transfer of the privatisation agreements through the Spin-off, which were not obtained. This may lead to such transfer through Spin-off to SAPE being unenforceable against ENEL, EON and CEZ and Electrica remaining liable for the obligations under such agreements and to potential claims from such entities from the Spin-off within six months after registration of the Spin-off (until 7 November 2014), which could lead the potential cancellation of the share capital decrease under the Spin-off, followed by the State increasing its shareholding in the Company to over 50%.

Risks relating to Romania Investing in developing markets, including Romania, entails certain risks, which may be greater than risks inherent in more developed markets An investment in a country such as Romania is subject to greater risks than an investment in a country with a more developed economy and more developed political and legal systems. Romania joined the EU in 2007, but is still an emerging market. Although progress has been made in reforming Romania’s economy and political and legal systems, the development of Romania’s legal infrastructure and regulatory framework is still ongoing. An investment in Romania therefore carries risks that are not typically associated with investing in more mature markets. Investors should therefore exercise particular care in evaluating the risks involved and must decide for themselves whether, in light of those risks, an investment in a Romanian company controlled by the State is appropriate. Generally, investments in developing countries, such as Romania, are only suitable for sophisticated investors who can fully appreciate the significance and consequences of the risks involved. Furthermore, international investors’ reactions to events occurring in one country sometimes demonstrate a ‘‘contagion’’ effect, in which an entire region or class of investment is disfavoured by international investors. Accordingly, negative economic or financial developments in other countries could adversely affect investment in the Company. In addition, conditions resulting from any crises similar to the Russian annexation of Crimea, the global financial and economic crisis that started in 2008, the ongoing European sovereign debt crisis or the recent political turmoil in Europe, the Middle East and Africa may also negatively affect the economic performance of, or investor confidence in, developing markets, including Romania.

The value of investments in Romania, including the value of the Offer Securities, could be adversely affected by political and economic uncertainty Romania has undergone major changes during its recent history and, whilst several political and economic reforms have taken place, Romania’s economy still has a number of structural weaknesses. There were repeated street protests in Bucharest and in other important Romanian cities in January 2012 in light of the austerity measures taken by the Romanian Government in 2010 and 2011 to counter the effects of the global financial and economic crisis. Since the beginning of 2012, there have been three changes of government in Romania. Since May 2012, the Social Liberal Union (‘‘USL’’) supported Governments led by Prime Minister Victor Ponta have

53 governed Romania. During the summer of 2012, a conflict arose between the President, Traian Basescu,˘ and the Government regarding Romania’s representative at a European Council summit. The tensions culminated in the impeachment of President Basescu˘ by the Romanian Parliament on 6 July 2012, which was subject to a popular referendum, the results of which were subsequently declared invalid due to a failure to attain the legal quorum. President Basescu˘ resumed his functions on 28 August 2012. Parliamentary elections took place on 9 December 2012 and USL won the majority of seats in the Parliament and designated a Government lead by Victor Ponta. The Ponta Government has the support of a strong USL majority of over 67% in the Romanian Parliament. Internal struggles within USL began to surface in February 2014 and the National Liberal Party, the second leading party in the USL, began to distance itself from the ruling coalition. The political tension inside USL further escalated, when the Social Democratic Party and the two minority parties of USL, the Conservative Party and the National Union for the Progress of Romania (Uniunea Na¸tionala˘ pentru Progresul Romaniei), agreed to participate together in the 2014 euro-parliamentary elections as the newly- established USD, finally the National Liberal Party deciding to abandon USL and withdraw its ministers from the Government in March 2014, a Government supported by the USD and UDMR (the ethnic Hungarian party) and led by Prime Minister Victor Ponta was elected by the Parliament. Since September 2013, Bucharest and other larger Romanian cities have been faced with repeated street protests against the Ponta Government and, in particular, regarding its support of the potential gold mining project in Ro¸sia Montana,˘ which it had promised before its election in 2012 would cease, as well as various projects to drill for shale gas within the country. The new government may not continue implementing the former Government policy of addressing structural weaknesses in the Romanian economy. Even if such policy continues to be implemented, increased social pressures or a decline in political support in light of ongoing adjustment and fiscal consolidation measures that the Romanian authorities have undertaken in connection with financing agreements with the IMF and the EC may make further reforms difficult. Political differences may also arise between the constituent parties, which may result in further domestic political turmoil and social disruption.

Legal uncertainty as to the State entities involved in the privatisation of the Company may delay the closing of the Offering On May 5 2014, EGO no. 20/2014 that created the Privatization and Administration of the State Ownership Department (‘‘PASOD’’) was published in the Romanian Official Gazette (‘‘EGO 20/2014’’). The PASOD is established as a public institution with legal capacity under the Ministry of Economy, that determines privatisation strategies and policies, through the reorganisation of the Office of State Ownership and Privatization in Industry. The rights and attributions in the privatisation field will be taken over by PASOD upon the entering into force of a GD which is supposed to approve the organisation, functioning and number of positions for PASOD, while EGO 20/2014 provides for a 45 days term for the passing of such government decision. No specific reference is made in EGO 20/2014 to the Department of Energy, which is currently the public institution involved in the privatisation of Electrica. As a result, there may be uncertainty with respect to whether the Department of Energy is still in charge of the privatisation of the Company and any confusion on this issue may cause delays in the completion of the Offering and uncertainty as to the powers and capacity of the Department of Energy as public institution involved in the privatisation.

Political instability in Ukraine could materially and adversely affect the Group Recent events in eastern Ukraine, including the annexation of Crimea by Russia and continued political and social instability in eastern Ukraine, may escalate to military conflict. Romania has a significant land border with Ukraine and as a result, ongoing instability or any occurrence of military conflict in Ukraine could have a significant and adverse effect on Romania’s economic and financial stability either directly or indirectly as a result of sanctions or restrictions in gas exports from Russia. The Group’s revenues are obtained solely from operations in Romania and are significantly influenced by the Romanian economy. As a result, the Group business, financial condition, results of operations and prospects may be significantly and adversely affected by any deterioration in the political and social environment in Ukraine.

54 Certain global events may indirectly affect the outlook for Romania and adversely affect the Group From mid-2007 and continuing into 2009, the global economy experienced a significant downturn, the effects of which are ongoing. Governments in the United States, Europe and elsewhere have implemented (and continue to implement) significant economic stimulus packages in response to this global financial crisis. These have included, amongst other things, the recapitalisation of banks through state purchases of common and preferred equity securities, state guarantees, certain forms of bank debt and distressed assets from banks and other financial institutions, as well as the purchase of sovereign debt by central banks, and the provision of guarantees of distressed assets held by banks and other financial institutions by the state. Notwithstanding these actions, the volatility and market disruption in the global banking and other economic sectors have continued to a degree unprecedented in recent history. Like many other countries, Romania has recently experienced some contraction in its economy and other adverse economic and financial effects as a result of the global financial crisis, including a correction in the real estate sector and limited access to international capital markets, followed by a moderate resumption of growth starting in 2011. For example, gross domestic product (‘‘GDP’’) declined by 1.1%. in 2010 as compared to 2009 and 6.6% in 2009 as compared to 2008, before increasing by 2.3% in 2011 as compared to 2010, by 0.6% in 2012 as compared to 2011 and by 3.5% in the first months of 2013 compared to 2012. Due to these and other pressures resulting from the global economic crisis, Romania recorded (cash) budget deficits of 6.4% and 4.3% of GDP in 2010 and 2011, 2.5% of GDP as at 31 December 2012 and 2.5% of GDP as at 31 December 2013, respectively. In 2010, high budget deficits and rising direct and contingent sovereign debt in Greece, Ireland, Italy, Portugal and Spain, which created concerns about the ability of these states to continue to service their sovereign debt obligations, triggered a sovereign financial crisis in Europe. These concerns impacted financial markets and resulted in high and volatile bond yields on the sovereign debt of many EU nations. There have been various national and supra-national responses to these concerns, including the creation of a joint EU-IMF European Financial Stability Facility in May 2010, assistance packages to Greece, Ireland and Portugal, and plans to expand financial assistance to Greece; although notwithstanding these, uncertainty over the outcome of the EU governments’ financial support programmes and worries about sovereign finances persisted and, despite increased purchases of sovereign bonds by the European Central Bank and measures taken by other central banks to enhance global liquidity, ultimately concerns spread from ‘‘peripheral’’ to ‘‘core’’ EU member states during the latter part of 2011. In December 2011, European leaders agreed to implement steps (and continue to meet regularly to review, amend and supplement such steps) to encourage greater long term fiscal responsibility on the part of the individual member states and bolster market confidence in the euro and European sovereign debt. Since then, the financial support for stressed nations and financial institutions has continued, with a further offer of bail-out funds to Greece in the amount of A130 billion in February 2012, a A10 billion support package, financed by the IMF and the European Stability Mechanism (ESM), and a support package of A41.4 billion to Spain. As a member state outside of the Eurozone, Romania does not have access to any support package funds from the European Financial Stability Facility (ESFS) or the ESM, although it was offered rescue loans of A18.6 billion and A5 billion from the EU’s Balance of Payments Programme and the IMF in May 2009 and May 2011 respectively. In September 2013, Romania was offered rescue loans totalling rescue (standby) loans of c. A4 billion by the IMF and the EU. To date Romania has avoided the need to draw on its third loan. Investors should ensure that that they have sufficient knowledge and awareness of the global financial crisis, the Eurozone crisis and the economic situation and outlook in Romania as they consider necessary to enable them to make their own evaluation of the risks and merits of an investment in the Securities. In particular, investors should take into account the current uncertainty as to how the global financial crisis, the Eurozone crisis and the wider economic situation will develop over time and how they will affect the Romanian economy.

The Group’s ability to conduct business and its financial condition, results of operations and prospects could be adversely affected by corruption and money laundering Whilst Romania has passed important money laundering legislation needed to fully transpose the provisions of Directive 2005/60/EC of the European Parliament and Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing and of Commission Directive 2006/70/EC of 1 August 2006 regarding politically exposed persons, independent analysts and media reports have identified corruption and money laundering as problems in

55 Romania. In 2013’s Transparency International’s Corruption Perceptions Index, which evaluated data on corruption in countries throughout the world and ranked countries from 1 (least corrupt) to 177 (most corrupt), Romania was ranked 69th. In its twelfth report under the Cooperation and Verification Mechanism (‘‘CVM’’) with Romania, published on 30 January 2013, the European Commission noted in particular the advances made by the National Anti-corruption Directorate, Public Ministry and High Court of Cassation and Justice against high-level corruption and the progress of the National Agency for Integrity (‘‘ANI’’). The EC did, however, stress the need to accelerate progress on its recommendations concerning integrity, the fight against corruption at all levels of Romanian society, the prosecution of money laundering and confiscation and the prevention and sanctioning of corruption relating to public procurement. In the 2014 CVM Report, the EC recognised that Romania made progress in many areas since the previous CVM reports but noted that the history of the CVM although advances in one area can be constrained or negated by the setbacks. Nevertheless, it also noted progress in judicial reform and the fight against corruption. The final section of the 2014 CVM Report contains 18 recommendations under four themes: (i) judicial independence; (ii) judicial reform; (iii) integrity and (iv) the fight against corruption. The Romanian economy may be adversely affected by any future allegations or evidence of corruption or money laundering in Romania, which in turn could materially adversely affect the Company’s ability to attract foreign investment and thereby negatively affect the Company’s business, financial condition, results of operations and prospects. Furthermore, the Company or its current or former officers could be accused of or found guilty of corruption or corruption related offences, either of which could have a material nagative impact on the Company’s business, financial condition, results of operations and prospects. By way of example, according to information in the media, the National Anticorruption Department of Romania has recently commenced an investigation of alleged bribery in relation to the privatisation of certain state nuclear assets involving certain representatives of the institutions that were involved in the privatisation of the Company.

Romania can be subject to high levels of volatility in exchange rate and inflation which may adversely affect the Group The RON is subject to a managed-floating exchange rate regime, whereby the value of the RON against foreign currencies is determined in the interbank foreign exchange market. The NBR’s monetary policy strategy is inflation targeting. The managed-floating exchange rate regime is in line with using inflation targets as a nominal anchor for monetary policy and allowing for a flexible policy response to unpredicted shocks likely to affect the economy; the NBR does not target any level or range for the exchange rate. The ability of the NBR to limit volatility of the RON is contingent on a number of economic and political factors, including the availability of foreign currency reserves and foreign direct investment inflows, as well as developments in market sentiment and investors’ risk aversion in the wake of the global economic crisis. In December 2009, against the same period of the previous year, the RON depreciated on average against the euro by 6.1% in nominal terms while against the US dollar the RON depreciated by 3.6% in nominal terms. During 2010, the RON depreciated against the euro by 1.4% in nominal terms, while against the US dollar, it depreciated by 9.0% in nominal terms. In 2011, the RON depreciated against the euro by 1.2% in nominal terms, and depreciated against the US dollar by 4.2%, in nominal terms. In December 2012 as compared to December 2011, the RON depreciated in nominal terms by 2.5% against the euro and by 0.5% against the US dollar. In December 2013, compared to December 2012 the RON depreciated against the euro by 2.5% in nominal terms, while compared to US dollar it appreciated by 0.5% in nominal terms. Any further deterioration of global economic prospects may lead to further depreciation of the RON, which in turn could adversely affect the country’s economic and financial condition. Any higher than expected inflation could lead to a temporary reduction in customer purchasing power and erosion of customer confidence, which may have a material adverse effect on the Company’s business, financial condition and results of operations.

Romania may face difficulties related to its post-accession process to the European Union Romania joined the EU in January 2007, and is subject to certain post-accession benchmarks imposed by the EU under the Mechanism for Cooperation and Verification to help Romania address certain shortcomings in various social fields, such as judicial reform, respect for the rule of law, independence of the judiciary and fight against corruption. On 30 January 2013, the EC presented a report welcoming

56 recent steps taken by Romania as regards restoration of the rule of law and independence of the judiciary, but explained that much remained to be done to fully implement its recommendations. If Romania fails to adequately address these benchmarks, the EU is entitled to apply certain sanctions against Romania, including the suspension of EU member states’ obligation to recognise and enforce, under the conditions laid down in the EU laws, the decisions of Romanian courts. The application of any of the sanctions referenced above could have a negative effect on the Romanian economy and investor confidence in the Romanian economic environment, which could lead to material adverse consequences on the Company’s business, financial conditions or results of operations in Romania.

Romania’s infrastructure is in poor condition, which could disrupt normal business activity and in turn the Group’s business, result of operations and prospects Infrastructure in Romania, particularly the transportation system, is underdeveloped as compared to Western Europe. Romania currently has plans to undertake various development projects to improve infrastructure in the country. Various financing plans have been proposed and attempted to further this infrastructure development, including the use of public-private partnerships. Romania also funds infrastructure development using EU funds, and in November 2011, the Government approved a list of 100 infrastructure investment projects to be financed with EU funds. However, there can be no assurances that infrastructure projects will be financed or constructed successfully or that continued poor Romanian physical infrastructure would not disrupt normal business activity of the Company.

The Romanian legal system and Romanian legislation continue to develop, which may create an uncertain environment for investment and for business activity The uncertainties relating to the Romanian legal and judicial system could have a negative effect on the economy and thus create an uncertain environment for investment and for business activity. Compared to more mature jurisdictions, the court system is underfunded. Romania is a civil law jurisdiction and judicial decisions under Romanian law generally have no precedential effect and courts are generally not bound by earlier court decisions taken under the same or similar circumstances, which can result in the inconsistent application of Romanian legislation to resolve the same or similar disputes. Though, the role of judicial decisions as guidelines in interpreting applicable Romanian legislation to the public at large is generally limited, all decisions of the High Court of Cassation and Justice are now available on-line and judges and clerks are increasingly given access to court decisions from all other courts of the country, which may improve uniformity of decision making. Still, whilst the Romanian judicial system has gone through several reforms to modernise and strengthen the independence of the judiciary, these reforms do not go far enough to effectively tackle the problem of non-unified jurisprudence. Nonetheless, the new civil and criminal procedure codes introduce a new mechanism for unifying jurisprudence, effective measures to achieve the envisaged results are ongoing. Similarly, the uniform application of law is hindered by the quality (particularly clarity and transparency) and stability of the legal framework. Inconsistent interpretation and application of the law is also reflected in the public (e.g., fiscal) administration, but steps for improving this problem are being taken, including issuance by the competent institutions of decisions for the unitary interpretation and application of the relevant legal provisions. The credibility of the system may be put at risk by issues raised with respect to the integrity of public servants and officials, as well as by high level corruption cases. Measures to mitigate such risks, such as the ex-ante verification of conflicts of interest in the awarding process of public procurement contracts, or implemented (such as improvements in court practice in terms of indictments and convictions of powerful political, magistrates and public figures). New criminal codes that criminalise attempts in certain circumstances to pressure the judiciary and, generally, introduce institutions influencing the fight against corruption are also expected to address this problem. The uncertainties pertaining to the Romanian legal and judicial system could have a negative effect on the economy and in turn on the Group’s business, results of operations, financial condition and prospects.

The Romanian taxation system is subject to change and may issue inconsistent interpretations of tax legislation The legal and fiscal framework within Romania is changing on a continuous basis. The Romanian government has implemented certain austerity measures and tight budgetary controls, resulting both in the imposition of tax increases, the introduction of new taxes and the broadening of tax base and in certain fiscal relieves. There can be no assurance that these austerity measures will not be continued or increased or that new taxes would not be imposed in the future, should the budgetary objectives be missed. For example, as of 1 January 2014 the EGO no. 102/2013 entered into effect introducing the special

57 constructions tax which is a property tax imposed, inter alia, on electricity poles, grids and power transformer stations. Under this ordinance, legal entities subject to its provisions, including members of the Group, must pay a yearly tax of 1.5% of the value of the constructions owned by them. It is not clear whether this tax is a pass-through cost in the distribution tariff or not for the distribution subsidiaries and this issue depends on the willingness of ANRE and Ministry of Finance to confirm this. Hence, this may have a material adverse effect on their financial condition and results of operation of the Group. Additionally, as per the privatisation legislation the Ministry of Economy through the Department of Energy had the obligation to request the issuance of a budgetary debt certificate from the tax authorities in view of privatisation. This certificate has not been requested nor issued and hence, there is a risk of uncertainty about the amount of any outstanding budgetary debts as at the date of the Prospectus. Furthermore, whilst the relevant legislation is being harmonised with EU legislation, there are still inconsistent interpretations of the tax legislation. For example, under certain circumstances, tax authorities tend to be form-driven and may apply a different treatment to particular matters which would trigger the calculation of late payment interest (of 0.03% per day of delay of the tax obligation) and delay penalties (of 0.02% per day of delay of the tax obligation). Late payment interest and delay penalties qualify as non-deductible tax expenditure and their imposition on members of the Group will have an adverse impact on the Company’s consolidated profit and cash flow.

Risks relating to the Offer and the Offer Securities The Company is a holding company with limited operations and relies on its operating subsidiaries to provide it with funds necessary to meet its financial obligations and to pay dividends on the Offer Securities The Company is a holding company with no material direct operations. The Company’s principal assets are the equity interests that the Company holds directly or indirectly in its subsidiaries and which own the Group’s operating assets. As a result, the Company will be dependent on, among other things, dividends and other payments from its subsidiaries to generate the funds necessary to meet its financial obligations and to pay dividends on the Offer Securities. The Company’s subsidiaries are legally distinct from the Company and may be prohibited or restricted from paying dividends or otherwise making funds available to the Company under certain conditions. If the Company is unable to obtain funds from its subsidiaries, the Company is unlikely to be able to pay dividends on the Offer Securities.

There is currently no trading market for the Offer Securities There has been no trading market for the Offer Securities prior to the Offering and there is no assurance that a trading market for the Offer Securities will develop or be sustained after the Offering, or that the price at which the Offer Securities will trade in the public markets subsequent to the Offering will not be lower than the Final Offer Price. There is no obligation on the Managers to create a market in the Offer Securities, and to the extent they do undertake any market-making activity, these activities may be terminated at any time without notice. Investors may experience difficulty in selling the Offer Securities if no trading market develops for the Offer Securities.

The Securities may be subject to price volatility The share or GDR price of listed companies can be highly volatile and their shares and GDRs may have limited liquidity, and shares traded on the BSE are less liquid and more volatile than shares traded on major markets. An active trading market for the Offer Securities may not develop and the trading price for the Offer Securities may fluctuate significantly. Investors may be unable to recover their original investment. As well as being affected by the Company’s actual or forecast operating results, the market price of the Offer Securities may also fluctuate significantly as a result of factors beyond the Company’s control, including, among others: • changes in research analysts’ recommendations or estimates of earnings or financial performance of the Company or the industry, or the failure to meet expectations of research analysts; • fluctuations in stock market prices and volumes, and general market volatility; • changes in laws, rules and regulations applicable to the Group, its operations and the operations in which members of the Group have interests, and involvement in litigation; and • general economic and political conditions, including in Romania.

58 Other factors, such as the general economic, political or regulatory outlook, movements in or the outlook for interest rates and inflation rates, currency fluctuations, commodity prices, changes in investor sentiment towards particular market sectors and the demand for and supply of capital may affect equity market conditions. Trading in the Offer Securities by other investors, such as large purchases or sales of Offer Securities, may also affect the price of the Offer Securities. Accordingly, the market price of the Offer Securities may not reflect the underlying value of the Company’s investments and the price at which investors may dispose of their Offer Securities at any point in time may be influenced by a number of factors, only some of which may pertain to the Group while others may be outside the Group’s control. Investors should not expect that they will necessarily be able to realise, within a period that they would regard as reasonable, their investment in the Offer Securities. The trading price of the Offer Securities may be adversely affected if the Company’s consolidated results and prospects from time to time are below the expectations of market analysts and investors.

The prevailing trading price of the Offer Securities could be adversely affected by future sales, or the real or perceived possibility of sales, of a significant number of the Securities in the public market Following the expiry of the applicable Lock-Up Period, or earlier in the event of a waiver of the provisions of the lock-up, the Company’s shareholder, who would be otherwise subject to the lock-up, may sell Shares either in the form of Shares or GDRs in the public or private market, and the Company may undertake a public or private offering of Shares either in the form of Shares or GDRs. The availability of Shares either in the form of Shares or GDRs that are eligible for public sale could adversely affect the trading price of the Offer Securities. The market price of the Offer Securities could be adversely affected if the Company’s existing shareholder was to sell, or the Company were to issue and sell, a substantial number of Shares either in the form of Shares or GDRs in the public market. Sales by the Company’s existing shareholder could also make it more difficult for the Company to sell Shares either in the form of Shares or GDRs in the future at a time and price that it deems appropriate. Such parties may effect transactions upon the expiry of the applicable Lock-Up Period or any earlier waiver of the provisions of the lock-up. The sale of a significant amount of Shares either in the form of Shares or GDRs in the public market, or the perception that such sales may occur, could materially affect the market price of the Offer Securities.

The Offer Securities may not be transferred freely especially in the United States or other countries The Offer Securities have not been registered under the Securities Act or any United States state securities laws. Accordingly, the Offer Securities may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable United States state securities laws. See ‘‘Selling and Transfer Restrictions’’. Investors must ensure that their offers and sales of the Offer Securities within the United States and other countries comply with any applicable securities laws.

Holders of the Offer Securities in certain jurisdictions (including the United States) may not be able to exercise their pre-emptive rights and ownership interests may therefore be diluted In order to raise funding in the future, the Company may issue additional Shares either in the form of Shares or GDRs. Whilst existing holders of ordinary shares in Romanian companies are in certain circumstances entitled to pre-emptive rights on the issue of new ordinary shares in that company as described in ‘‘Description of Share Capital and Corporate Structure’’, holders of the Offer Securities in certain jurisdictions (including the United States) may not be able to exercise pre-emptive rights with respect to any new equity issuances by the Company unless the applicable securities law requirements in such jurisdiction (including, in the United States, in some circumstances the filing of a registration statement under the Securities Act) are adhered to or an exemption from such requirements is available. The Company is unlikely to adhere to such requirements and an exemption may not be available. Accordingly, such holders may not be able to exercise their pre-emptive rights on future issuances of the Offer Securities, and, as a result, their percentage ownership interests in the Company would be reduced.

Inability to admit the Securities to trading on the Bucharest Stock Exchange and London Stock Exchange, as applicable The admission of the Shares to trading on the Regulated Spot Market of the Bucharest Stock Exchange requires that the Bucharest Stock Exchange approve the trading thereon. Similarly, the

59 admission of the GDRs to listing and trading on the Official List and London Stock Exchange, respectively, requires the approval of the FCA and the London Stock Exchange. Admission of the Shares to trading on the Regulated Spot Market of the Bucharest Stock Exchange, admission to listing of the GDRs to the Official List and admission to trading of the GDRs on the London Stock Exchange, are subject to certain requirements. Whilst the Company intends to take all necessary steps to ensure that the Shares are admitted to trading on the Regulated Spot Market of the Bucharest Stock Exchange as soon as possible after the closing of the Offering and that the GDRs are admitted to listing on the Official List and to trading on the London Stock Exchange, there can be no assurance that, should such admission conditions change, all such listing and/or trading conditions will be met, in which case the Shares may not be admitted to trading on the Regulated Spot Market of the Bucharest Stock Exchange or the GDRs may not be admitted to listing on the Official List or to trading on the London Stock Exchange, in each case on the estimated date or at all.

Suspension of trading in the Shares The Romanian FSA is authorised to suspend from trading or, where the Shares are intended to be traded, to request the regulated market to suspend these from trading if the situation of the relevant issuer is such that the continuation of trading would affect the investors’ interests. The Romanian FSA is authorised to request the BSE to suspend the trading of securities of an issuer, based on the measures taken against market manipulation and transactions carried out based on inside information. The BSE must suspend trading in securities that do not meet the requirements of the regulated market, unless such action could materially adversely affect the investors’ interests or the proper functioning of the market. If the BSE does not take such action, the Romanian FSA may request the suspension of trading in securities if this serves the proper functioning of the market and does not affect the investors’ interests. The operator of a regulated market is also entitled to suspend from trading shares in other circumstances, in accordance with its regulations. Any suspension could affect the trading terms of the Shares. If the trading of the Shares is suspended, this could also affect the trading of the GDRs. According to Romanian legislation governing GDRs, after the trading of the Shares is suspended, the Romanian FSA must notify the suspension, the causes and the duration of the suspension to the supervisory authority of the regulated market where the GDRs are traded. If the duration of the suspension is not known, the Romanian FSA must notify the relevant supervisory authority that the suspension has been lifted. The operator of the regulated market where the suspended Shares are traded must make a similar notification to the operator of the regulated market where the GDRs are traded.

Investors may not be able to enforce judgments obtained in US courts against the Company The Company is incorporated under Romanian law, the majority of the Company’s directors and executive officers are non-residents of the United States and the Company’s assets, directors and officers are located outside of the United States. As a result, investors in the Securities may be unable to effect service of process on the Company or on these non-US resident directors and officers in the United States, and may be unable to enforce judgments against them obtained in the United States. A foreign court may not accept jurisdiction and impose civil liability if proceedings were commenced in a foreign jurisdiction predicated solely upon US federal securities laws.

Exchange rate fluctuations may impair the return on the investment in the Shares The Shares will be traded on the Bucharest Stock Exchange in RON. Investors will therefore be subject to fluctuations in the exchange rate and may be unable to recover their original investment. In addition, the NBR may also impose certain restrictions and requirements with respect to foreign currency operations carried out in Romania.

The Company may not pay dividends in the future, and foreign shareholders and holders of the GDRs may also be subject to limitations or delays in repatriating their earnings from distributions made on the underlying Shares The payment of dividends, if any, by the Company to its shareholders and holders of the GDRs will depend on (in addition to applicable regulatory requirements), among other things, the Company’s future profits, financial position and capital requirements, the sufficiency of the Company’s distributable reserves, credit terms, general economic conditions and other factors that the Directors and/or shareholders deem

60 to be important from time to time. The price of the Securities may be adversely affected if the Company or its shareholders decide against declaring dividends in the future. The Company anticipates that any dividends that it may pay in the future in respect of the Shares held by its shareholders or by the Depositary or its nominee on behalf of GDR holders will be declared and paid in RON, and in the case of the GDRs will be paid to the Depositary and will be converted into US dollars by the Depositary and distributed to holders of the GDRs, net of all fees, taxes, duties, charges, cost and expenses which may become or have become payable under the Deposit Agreement (as defined below) or under applicable law in respect of such GDRs. Accordingly, the value of dividends received by foreign shareholders would be subject to fluctuations in the exchange rate. Similarly, the value of dividends received by holders of the GDRs will be subject to fluctuations in the exchange rate between the RON and the US dollar, which could have an adverse effect on the price of the Offer Securities. Furthermore, even though current Romanian legislation permits distributions in RON to be converted into US dollars by the Depositary without restriction, the ability to convert RON into US dollars is subject to the availability of US dollars in Romanian currency markets. Whilst there is an existing, albeit limited, market within Romania for the conversion of RON into US dollars, including the interbank currency exchange and over-the-counter and currency futures markets, further development of this market is uncertain. The NBR could also impose certain restrictions and requirements with respect to foreign currency operations carried out in Romania. In addition, dividends that the Company may distribute to the GDR Depositary will be subject to applicable Romanian withholding taxes. See ‘‘Taxation’’.

Following the Offering, holders of Shares may not be able to deposit the Shares in the Company’s GDR facility in order to receive GDRs, and changes in Romanian regulatory policy with respect to the placement and circulation of the Shares outside Romania in the form of GDRs or otherwise may negatively affect the market for the Securities being offered Whenever the Depositary believes that the Shares deposited with it against issuance of GDRs represent (or, upon accepting any additional shares for deposit, would represent) a percentage exceeding any limit established by any applicable law, directive, regulation or permit, or trigger any condition for the making of any filing, application, notification or registration, or for obtaining any approval, licence or permit under any applicable law, directive or regulation, or for taking any other action, the Depositary may (i) close its books to deposits of additional Shares to prevent such thresholds or limits being exceeded or conditions being satisfied, or (ii) take such steps as are, in its opinion, necessary or desirable to remedy the consequences of such thresholds or limits being exceeded or conditions being satisfied and to comply with any such law, directive or regulation, including, without limitation, causing pro rata cancellation of GDRs and withdrawal of the Shares from the Company’s GDR facility to the extent necessary or desirable to so comply. Romanian securities regulations provide that no more than two thirds of the number of shares comprising any initial public offering of a Romanian company may be circulated in the form of GDRs. The Romanian FSA may grant exemptions from this rule, depending on the issuer’s share capital and the number of shares subject to the public offering, in order to ensure that the minimum necessary conditions are met for the admission to trading on a Romanian regulated market. There can be no assurance that the Company will be able to obtain approval from the Romanian FSA for a deposit of a greater number of the Shares with the Depositary under the Company’s GDR facility than it currently has approval for and any remaining capacity may be used by its other existing shareholders. Once these thresholds have been reached, the Company may therefore not be able to deposit the Shares with the GDR Depositary under the Company’s GDR facility to receive GDRs and under certain circumstances an investor may be required to withdraw Shares from the Company’s GDR facility, which may in either case affect the liquidity and the value of the Offer Securities. Furthermore, the statutory and Romanian FSA regulations relating to the GDRs are very new and not entirely clear in a number of respects, including the extent to which existing permissions are grandfathered following changes in regulations and the applicability of domestic offering requirements and limits on the percentage of shares that can be sold in the form of GDRs pursuant to follow-on offerings. Any adverse interpretation and/or application of these regulations may further limit the ability to deposit the Shares into the Company’s GDR facility.

61 These restrictions have been recently enacted and may be subject to changes at any time in the future by the Romanian regulatory authorities, which may adversely affect the legality and/or size of the Company’s GDR facility and in turn the price of the Offer Securities.

Voting rights with respect to the Shares represented by the GDRs are subject to procedural steps and practical limitations imposed by the terms of the Deposit Agreement and the relevant requirements of Romanian law The holders of the GDRs will have no direct voting rights with respect to the Shares represented by the GDRs. They will be able to exercise voting rights with respect to the Shares represented by the GDRs only in accordance with the provisions of the terms and conditions of the GDRs (the ‘‘GDR Terms and Conditions’’) and the relevant requirements of Romanian law. See ‘‘Terms and Conditions of the Global Depositary Receipts’’. There are, therefore, practical limitations upon the ability of the holders of the GDRs to exercise their voting rights due to the additional procedural steps involved in communicating with them. To exercise their voting rights, the holders of the GDRs must instruct the Depositary how to vote with respect to the Shares represented by the GDRs they hold. Because of this additional procedural step involving the GDR Depositary, the process for exercising voting rights may take longer for holders of the GDRs than for holders of the Shares, and the Company cannot assure the holders of the GDRs that they will receive voting materials in time to enable them to return voting instructions to the Depositary in a timely manner. The Depositary will not vote on GDRs if it does not receive timely complete, legible and clear voting instructions. Furthermore, whilst Romanian securities regulations expressly permit the Depositary to split the votes with respect to the Shares underlying the GDRs in accordance with instructions from GDR holders, the relevant regulations are very recently enacted and there is no court or regulatory guidance on the application of such regulations. The holders of the GDRs may therefore have significant difficulty in exercising voting rights with respect to the Shares underlying the GDRs. There can be no assurance that holders and beneficial holders of GDRs will (i) receive notice of shareholders’ meetings to enable the timely return of voting instructions to the Depositary, (ii) receive notice to enable the timely cancellation of GDRs with respect to shareholder actions (as discussed below) or (iii) be given the benefit of dissenting or minority shareholders’ rights with respect to an event or action in which the holder or beneficial owner has voted against, abstained from voting or not given voting instructions. The Depositary is only required to execute the voting instructions of the holders of GDRs insofar as practicable and as permitted under applicable law. In practice, holders of GDRs may not be able to instruct the Depositary to: (i) vote the Shares represented by their GDRs on a cumulative basis, (ii) introduce proposals for the agenda of shareholders’ meetings or request that a shareholders’ meeting be called or (iii) nominate candidates for the board of directors (the ‘‘Board of Directors’’ or ‘‘Board’’) or certain other of the Company’s governance bodies. If holders of GDRs wish to take such actions, they should request in a timely manner that their GDRs be cancelled and instead take delivery of the Shares and thus become the holders of the Shares on the Company’s share register.

The rights of minority shareholders may be limited under Romanian law The rights of minority shareholders, as well as other matters affecting such rights, may be different in Romania from those elsewhere, and an investor’s ability to exercise such rights may be limited.

62 THE OFFERING The Company ...... Societatea Comerciala˘ de Distribu¸tie ¸si Furnizare a Energiei Electrice ‘‘ELECTRICA’’ S.A. The Offering ...... The Offering comprises an offering by the Company of up to 177.188.744 Offer Shares in the form of Shares and/or Offer GDRs. The Offering is structured as an offering of Offer Securities: (1) in Romania to the public; (2) in the United States in private placements to certain QIBs in reliance on Rule 144A under the Securities Act or another exemption from the registration requirements of the Securities Act; and (3) outside the United States and Romania in offshore transactions in private placements in reliance on Regulation S. Joint Global Coordinators and Joint Bookrunners ...... Citigroup Global Markets Limited, Raiffeisen Bank S.A. and Societ´ e´ Gen´ erale´ Corporate and Investment Banking. Manager ...... BRD-Groupe Societ´ e´ Gen´ erale´ S.A. Distribution Agent ...... SSIF Swiss Capital S.A. Managers ...... Citigroup Global Markets Limited, Raiffeisen Bank S.A., Societ´ e´ Gen´ erale,´ BRD-Groupe Societ´ e´ Gen´ erale´ S.A. and SSIF Swiss Capital S.A. Offer Tranches ...... The Offering is split into three Offer Tranches as follows: (1) 7% of the Offer Shares (12,403,212 Shares (in the form of Offer Shares)) will be initially offered to Small Retail Investors in Romania; (2) 8% of the Offer Securities (14,175,100 Shares (in the form of Offer Shares and/or Offer GDRs)) will be initially offered to Large Retail Investors in Romania; and (3) 85% of the Offer Securities (150,610,432 Shares (in the form of Offer Shares and/or Offer GDRs)) will be initially offered to Institutional Investors. On the Allocation Date, the Company shall re-allocate 5% of the total Offer Shares from the Institutional Investors Tranche to the Small Retail Tranche and/or Large Retail Tranche in case the Small Retail Tranche and the Large Retail Tranche have a subscription level (percentage of subscription of the initial tranche size) higher than the Institutional Investors Tranche. The Company may decide following consultation with the Joint Global Coordinators on an additional re-allocation of Offer Shares from the Institutional Investors Tranche to the Small Retail Tranche and the Large Retail Tranche on the Allocation Date. The final size of each Offer Tranche will be decided by the Company upon the recommendation of the Joint Global Coordinators and Joint Bookrunners, based on the level of subscriptions, on the Allocation Date. See ‘‘—Allocation of the Offer Securities’’ below. The final number of Shares underlying the Offer GDRs that will be issued and allocated to investors within the Offering will not exceed 2⁄3 of the total number of Offer Shares.

63 The GDRs ...... Each GDR will represent four Offer Shares on deposit with the Custodian, as custodian for the Depositary. The GDRs will be issued by the Depositary pursuant to the Deposit Agreement to be entered into between the Company and the Depositary on or around the Closing Date. The Rule 144A GDRs will be evidenced initially by the Rule 144A Master GDR and the Regulation S GDRs will be evidenced initially by the Regulation S Master GDR and each such Master GDR will be issued pursuant to the Deposit Agreement. See ‘‘Settlement and Transfer’’. Following the Offering, pursuant to the Deposit Agreement, the Offer Shares represented by the GDRs will be held by the Custodian, for the account of the Depositary and for the benefit of the holders and beneficial holders of the GDRs. From time to time the Depositary may deduct per-GDR fees and other fees, charges and expenses as well as taxes and governmental charges from dividend distributions and may otherwise assess other per-GDR fees and other fees, charges and expenses to the GDR holders. See ‘‘Terms and Conditions of the Global Depositary Receipts—Depositary’s Fees, Costs and Expenses’’. Except in the limited circumstances described herein, definitive GDR certificates will not be issued to holders in exchange for interests in the GDRs represented by the Master GDRs. Subject to the terms of the Deposit Agreement, interests in the Regulation S Master GDR may be exchanged for interests in the corresponding number of GDRs represented by the Rule 144A Master GDR, and vice versa. See ‘‘Terms and Conditions of the Global Depositary Receipts’’. Depositary ...... The Bank of New York Mellon. Custodian ...... Raiffeisen Bank S.A. Offer Period ...... 8 business days, from 16.06.2014 to 25.06.2014. Allocation Date ...... The first business day following the expiry of the Offer Period, i.e. 26 June 2014. Transaction Date ...... The first Business Day following the expiry of the Offer Period, i.e. 26 June 2014 Settlement Date ...... 1 July 2014. Closing Date ...... 3 July 2014. The timetable above may be subject to change. Certain events provided therein are beyond the control of the Company. The Company, in agreement with the Joint Global Coordinators and Joint Bookruners, reserves the right to change the above timetable for the Offering, including the subscription periods for the Offer Shares. Information about any changes to the proposed timetable of the Offering will be subject to notification to investors and/or supplements to the Prospectus in accordance with applicable regulations. Successful Closing ...... The Offering will be considered successful if, at close of business on the last day of the Offer Period, at least 100% of the Offer Securities have been validly subscribed for. If this condition is not satisfied, the Company may, in its discretion, reject all subscriptions made pursuant to the Offering.

64 Offer Price Range ...... RON 11 to 13.50 per Offer Share. US$13.55 to 16.63 per Offer GDR. Small and Large Retail Investors must subscribe for Offer Shares at the fixed price of RON 13.50 per Offer Share and Large Retail Investors can also subscribe for Offer GDRs at the fixed price of USD 16.63 per Offer GDR (i.e. in each case, at the top of the Offer Price Range). Institutional Investors may validly subscribe for Offer Securities at any price within the Offer Price Range (including the bottom and the top of the price range). The price tick for the subscription by Institutional Investors is of RON 0.05 for Offer Shares and of USD 0.01 for Offer GDRs, respectively. Final Offer Price ...... The Final Offer Price shall be determined on the Allocation Date. See ‘‘Subscription and Sale’’. Intermediation method ...... Best efforts. Distribution Group ...... Raiffeisen Bank S.A., BRD- Groupe Societ´ e´ Gen´ erale´ and Swiss Capital. Listing and Trading ...... Application will be made: (1) to the Bucharest Stock Exchange for an admission of the Shares to trading on the Regulated Spot Market of the Bucharest Stock Exchange; and (2) (i) to the FCA, in its capacity as competent authority under the FSMA, for an admission to listing of the GDRs on the Official List and (ii) to the London Stock Exchange, for an admission to trading of the GDRs on the London Stock Exchange’s main market for listed securities. The Bucharest Stock Exchange and the London Stock Exchange are both regulated markets in the EEA for the purposes of the Directive on Markets in Financial Instruments. Admission of the Offer GDRs to the Official List and their unconditional trading on the London Stock Exchange through its IOB is expected to take place on or around the Closing Date, which will take place following the FCA’s receipt of notification from the Romanian FSA. Prior to the Offering, there has been no public market for the Offer Securities. The security identification numbers and trading symbols of the Securities are expected to be as follows: Shares ISIN: ROELECACNOR5 Bucharest Stock Exchange Share trading symbol: EL Regulation S GDR ISIN: US8336742072 Regulation S GDR Common Code: 107810803 Regulation S GDR CUSIP: 83367Y 207 Regulation S GDR SEDOL: BN80132 Rule 144A GDR ISIN: US83367Y1082 Rule 144A GDR Common Code: 107811192 Rule 144A GDR CUSIP: 83367Y 108 Rule 144A GDR SEDOL: BN80121 London Stock Exchange GDR trading symbol: ELSA

65 Settlement and Transfer ...... Payment for the Offer Shares is expected to be made in RON through the facilities of RoClear (the Romanian Clearing- Settlement, Custody, Depository and Registration System), which is administered by the Central Depositary. See ‘‘Settlement and Transfer’’. Transfers of Offer Shares within the Offering and secondary market sales of Offer Shares will be settled and cleared through the settlement system managed by the Central Depositary, in accordance with applicable Romanian regulations. Payment for the Offer GDRs is expected to be made in US dollars in same-day funds through the facilities of DTC, Euroclear and Clearstream, Luxembourg on the Closing Date. On the Settlement Date, the Depositary shall issue the Offer GDRs and Citigroup Global Markets Limited shall prefund, on behalf of the Managers, an amount in US dollars representing the subscription monies for them to an account held by it in the name of Electrica. On the date of delivery of the Offer GDRs to investors who subscribe for, and have been allocated, Offer GDRs, Citigroup Global Markets Limited shall effect settlement of the Offer GDRs on a delivery versus payment basis to investors who have subscribed for, and been allotted, Offer GDRs. The Company has applied to DTC to have the Rule 144A GDRs accepted for clearing and settlement through DTC and to Euroclear and Clearstream, Luxembourg to have the Regulation S GDRs accepted for clearing and settlement through the systems of Euroclear and Clearstream, Luxembourg. Upon acceptance by DTC, a single Rule 144A Master GDR will be issued and deposited with The Bank of New York Mellon in New York as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Master GDR will be registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee for The Bank of New York Mellon, London Branch, as common depositary for Euroclear and Clearstream, Luxembourg. Except in limited circumstances described herein, investors may hold beneficial interests in the GDRs evidenced by the corresponding Master GDRs only through DTC, Euroclear or Clearstream, Luxembourg, as applicable. Transfers within DTC, Euroclear and Clearstream, Luxembourg will be in accordance with the usual rules and operating procedures of the relevant system. See ‘‘Settlement and Transfer’’. Stabilising Managers ...... Citigroup Global Markets Limited and Raiffeisen Bank S.A. Stabilisation ...... In connection with the Offering the Stabilising Managers have the right to acquire Offer Securities on the BSE and or the London Stock Exchange pertaining to not more than 2.75% of the Company’s share capital by retaining the Stabilisation Proceeds in order to stabilise the price of the Offer Securities at a level higher than that which may otherwise prevail if stabilisation actions were not taken. It is anticipated that under the Underwiting Agreement, the acquisition of the Offer Securities as part of stabilising transactions by the Stabilising Managers will be subject to the applicable provisions of the Stabilisation Regulation. The purchase transactions related to the Offer Securities may be effected during the period not longer than the Stabilisation Period at a price not higher than the Final Offer Price. The Stabilising Managers will not, however, be required to take any of the above stabilisation

66 actions. If such actions are taken by the Stabilising Managers, they may be discontinued at any time, however, not later than before the end of the Stabilisation Period. At the end of the Stabilisation Period the Stabilising Manager(s) will return to the Company any Offer Securities which have been purchased in the market as a result of stabilisation activities free and clear of all encumbrances and/or any remaining portion of the Stabilisation Proceeds which was not used for the stabilisation activities, as well as any interest that has accumulated for the amounts corresponding to the Stabilisation Proceeds. Lock-Up ...... The Company will agree with the Managers, that during the Lock-Up Period, it will not offer, issue, sell, contract to sell, pledge, grant options over or otherwise dispose (or publicly announce any such issuance, offer, sale or disposal) of the Shares, or any of the Company’s securities that are substantially similar to the Offer Securities, or enter into any transaction with the same economic effect as any of the foregoing, without the prior written consent of the Managers, save that the Company shall not be prohibited from issuing or allotting shares to the extent it is so obliged to do pursuant to the applicable laws in Romania. The Ministry of Economy (acting through the Department of Energy) will agree with the Managers, that during the Lock-Up Period, it will not offer, sell, contract to sell, pledge, grant options over or otherwise dispose (or publicly announce any such issuance, offer, sale or disposal) of the Shares, or any of the Company’s securities that are substantially similar to the Offer Securities, or enter into any transaction with the same economic effect as any of the foregoing, without the prior written consent of the Managers. Use of Proceeds ...... The Company will receive all the proceeds from the subscription of the Offer Securities less the proceeds used for stabilisation, and intends to use such proceeds from the Offering for the purposes described in ‘‘Use of Proceeds’’. The total commissions, fees and expenses payable by the Company in connection with the Offering are expected to be between approximately RON 67 million and RON 80 million. Taxation ...... For a discussion of certain United States, United Kingdom and Romanian tax consequences of purchasing and holding the Securities, see ‘‘Taxation’’. Dividend Policy ...... Under the current legislation and in accordance with the Articles of Incorporation, each fully paid Share gives its owner the right to receive dividends. Dividends are distributed to the shareholders on a pro-rata basis proportionately to their participation in the paid-up share capital of the Company. The Company expects to pay dividends, if at all, in RON. To the extent that the Company declares and pays dividends, holders of GDRs on the relevant record date will be entitled to receive dividends payable in respect of Offer Shares underlying the GDRs, subject to the terms of the Deposit Agreement. Management will distribute dividends on the basis of the Company’s annual financial statements which starting with 2014 will be prepared in accordance with IFRS-EU.

67 Management’s intention is to distribute dividends, based on a guidance of approximately 85% of consolidated profit attributable to shareholders of Electrica. See ‘‘Dividend Policy’’ and ‘‘Description of Share Capital and Corporate Structure’’. Voting Rights ...... Each Offer Share carries one vote for the purposes of shareholder meetings. Each GDR carries the right to exercise the voting rights of the relevant underlying Shares, subject to the provisions of the Deposit Agreement and Romanian law. The Deposit Agreement will contain arrangements allowing holders of GDRs to instruct the GDR Depositary how to vote the underlying Shares in accordance with Romanian law. See ‘‘Terms and Conditions of the Global Depositary Receipts’’ and ‘‘Description of Share Capital and Corporate Structure’’. Selling and Transfer Restrictions .... The Offer Securities will be freely transferable, subject to certain restrictions as described under ‘‘Selling and Transfer Restrictions’’. Risk Factors ...... Investors should consider carefully certain risks discussed under ‘‘Risk Factors’’.

68 USE OF PROCEEDS The Company will receive all the proceeds from the subscription of the Offer Securities, less the Stabilisation Proceeds and will use them to implement its investment programme, which comprises: • refurbishment of the Group’s existing network infrastructure; • network development to connect new consumers; • investment in smart metering systems; and • consolidation of the Group’s support functions including HR, finance, procurement, support and IT in a single Shared Service Centre. In addition the Company may also use the proceeds from the subscription of the Offer Securities for acquisition opportunities in the future that are consistent with its core business, strategy and risk return profile, in accordance with applicable law. For further details, see ‘‘Business—Investment Programme’’. The total commissions, fees and expenses payable by the Company in connection with the Offering are expected to be between approximately RON 67 million and RON 80 million.

69 DIVIDEND POLICY Dividends, if and when declared, are distributed to shareholders on a pro-rata basis proportionately to their participation in the paid-up share capital of the Company. Each fully paid Share gives its owner the right to receive dividends. The Company will pay any dividends in RON. The GMS determines the amount of dividends to be distributed in respect of the Company’s financial year following approval of the annual statutory financial statements for that year by the Board of Directors. Dividends must be paid no later than six months from the approval of the annual statutory financial statements. Prior to the Offering, the Company was subject to Government Ordinance no. 64/2001 as subsequently amended and completed on distribution of profits of national companies and State owned companies (the ‘‘Dividend Ordinance’’). This requires that a minimum of 50% of distributable profit be distributed as dividends, after deducting: (i) legal reserves; (ii) other reserves representing tax facilities provided by law; (iii) any accounting losses for the previous years; (iv) constituting own financing resources for the projects cofinanced with external loans, as well as for constituting the necessary sources for the reimbursement of capital rates, the payment of interests, fees and other costs in relation to such external loans and (v) other liabilities provided by law. The Dividend Ordinance also requires State-owned companies to pay dividends to their shareholders within 60 days of the legal deadline for the submission of the annual statutory financial statements to the competent fiscal authorities, which must be approved by the GMS by the end of May of the relevant year. Failure to pay dividends within this deadline results in penalty interest being payable to shareholders on the amount of declared dividends at an annual rate of 4% above the NBR reference interest rate. For the year ended on 31 December 2010, dividends were declared at 90% of the Company’s distributable profits for that period, and for the financial years ended on 31 December 2011 and 2012 dividends equal to 85% of distributable profits for those respective periods. The dividends in respect of the year ended on 31 December 2013 were approved by OGMS of the Company no. 29 of 28 May 2014 and will be distributed to the State as of the date of their approval. There is uncertainty as to whether the Dividend Ordinance will apply to the Company following completion of the Offering. Management will distribute dividends on the basis of the Company’s annual financial statements which starting with 2014 will be prepared in accordance with IFRS-EU. Management’s intention is to distribute dividends, based on a guidance of approximately 85% of consolidated profit attributable to shareholders of Electrica. The table below sets forth dividends paid by the Company in the years ended 31 December 2013, 2012 and 2011.

Dividends 2013 2012 2011 (RON million) Dividends distributed to the sole shareholder of the Company ...... 13 6 29 Gross dividend per Share (RON/share) ...... 0.064 0.029 0.143 Number of shares at 1st January ...... 206,229,044 206,229,044 202,772,994 Dividends for the years 2011, 2012 and 2013 were declared on the basis of individual annual statutory financial statements. Dividends for the year following the Offering will be declared on the basis of individual annual financial statements prepared on the basis of IFRS-EU. To the extent that the Company declares and pays dividends, holders of GDRs on the relevant record date will be entitled to receive dividends payable in respect of Shares underlying the GDRs, subject to the terms of the Deposit Agreement. The Company grants to its employees the right to participate in the Company’s profit, in accordance with the law and the CBA. According to Government Ordinance no. 64/2001 and Minister of Finance Order no. 144/2005, State-controlled companies which have established in their budgets the obligation of participation to the profit of their employees based on the financial results for the year, may grant these rights limited to 10% of the net profit, but no more than the average monthly basic salary at the entity level, in the respective financial year. In the past three years, the Company has allocated profits to the employees, in the amount of RON 399,000 for 2011, RON 1,100,000 for 2012 and RON 1,042,836 for 2013. In future, employees may have the right to participate in the Company’s profit subject to the applicable legal provisions and the CAB then in force.

70 CAPITALISATION AND INDEBTEDNESS The following table sets forth the capitalisation and indebtedness of the Group as at 31 March 2014 and 31 December 2013. The following tables should be read in conjunction with ‘‘Selected Consolidated Financial and Operating Information’’, ‘‘Use of Proceeds’’, ‘‘Operating and Financial Review’’, ‘‘Business’’ and the Consolidated Financial Statements and the related notes thereto.

As at 31 March 2014 As at 31 December 2013 (Pro forma)(1) Unaudited (Pro forma)(1) Audited (RON million) (RON million) (RON million) (RON million) Total current debt ...... 173 173 223 223 Bank borrowings ...... ———— Bank overdrafts ...... 38 38 80 80 Finance lease ...... ———— Financing of property, plant and equipment . . 135 135 143 143 Total non-current debt (excluding current portion of long-term debt) ...... 115 115 130 130 Bank borrowings ...... ———— Finance lease ...... ———— Financing of property, plant and equipment . . 115 115 130 130 Total equity ...... 4,520 6,752 4,416 6,659 Equity attributable to the owner of the Company ...... 3,680 5,913 3,605 5,848 Share capital ...... 2,004 2,511 2,002 2,509 Additional contributions from shareholder . . . 50 50 48 48 Revaluation reserves ...... 680 1,068 693 1,081 Other reserves ...... 204 612 204 612 Retained earnings ...... 742 1,671 658 1,598 Non-controlling interests ...... 839 839 811 811 Total Indebtedness and equity ...... 4,808 7,040 4,769 7,012

The following table sets forth net financial indebtedness of the Group as at 31 March 2014 and 31 December 2013:

As at 31 March 2014 As at 31 December 2013 (Pro forma)(1) Unaudited (Pro forma)(1) Audited (RON million) (RON million) (RON million) (RON million) Cash and cash equivalents ...... 668 668 651 651 Liquidity(2) ...... 668 668 651 651 Current bank overdrafts ...... 38 38 80 80 Current portion of non-current borrowings . . ———— Financing of property, plant and equipment . . 135 135 143 143 Other current financial debt(3) ...... ———— Current financial debt(4) ...... 173 173 223 223 Net current financial indebtedness(5) ...... (495) (495) (428) (428) Non-current bank borrowings ...... ———— Financing of property, plant and equipment . . 115 115 130 130 Other non-current financial debt(6) ...... ———— Non-current financial indebtedness(7) ...... 115 115 130 130 Net financial indebtedness(8) ...... (380) (380) (298) (298)

(1) Pro forma financial information reflects the effect of the Spin-off. For more information, see ‘‘The Reorganisation’’ and ‘‘Unaudited Pro Forma Financial Information and Report Thereon’’. (2) Total of cash and cash equivalents. (3) Current finance lease liabilities. (4) Total of current borrowings (short term of non-current borrowings), current portion of Financing of property, plant and equipment and current finance lease liabilities.

71 (5) Current financial debt minus liquidity. (6) Non-current finance lease liabilities. (7) Total non-current borrowings, non-current portion of Financing of property, plant and equipment and non-current finance lease liabilities. (8) Total net current financial indebtedness and non-current financial indebtedness. Financial indebtedness refers only to borrowings, financing of property, plant and equipment and finance lease liabilities. There has been no significant change since 31 March 2014 in the capitalisation of the Group, except for the following: On 18 December 2013, an EGMS of the Company proposed the contribution of the Company’s interests in: ENEL Energie Muntenia S.A., ENEL Distributie Muntenia S.A., ENEL Distributie Banat S.A., ENEL Distributie Dobrogea S.A., ENEL Energie S.A., E.ON Moldova Distributie S.A., E.ON Energie Romania S.A., Electrica Soluziona S.A., Bursa Romana De Marfuri S.A. and Hidro Tarnita S.A. to SAPE through the Spin-off and Electrica reduced its capital by approximately RON 431 million through the cancellation of 43,123,780 Shares. Pursuant to an EGMS of the Company on 25 April 2014, Electrica’s share capital was increased by RON 38,467,970 through the issue of 3,846,797 shares to the State as an in-kind contribution corresponding to the value of 24 plots of land for which Electrica obtained ownership titles. On 25 April 2014, Electrica Furnizare concluded a convention with CFR regarding the discharge of CFR’s debts to the Group for electricity supply. Pursuant to this convention, on 13 May 2014, CFR paid the principal amount of the debts owed to Electrica Furnizare that had accrued during 2012-2013, in the amount of RON 221 million.

72 SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION The summary consolidated financial and operating information set forth below shows the Group’s summary of the Audited Consolidated Financial Statements and the Interim Consolidated Financial Statements and operating information for the periods indicated. The summary historical interim consolidated financial and operating information as of 31 March 2014 and for the three-month periods ended 31 March 2014 and 2013 have been derived from the Unaudited Interim Consolidated Financial Statements included elsewhere in this Prospectus. The summary historical consolidated financial and operational information as of and for the years ended 31 December 2013, 2012 and 2011 has been derived from the Company’s Audited Consolidated Financial Statements included elsewhere in this Prospectus. The Unaudited Interim Consolidated Financial Statements contained in this Prospectus have been prepared using the same accounting principles and on the same basis as the Audited Consolidated Financial Statements and, in the opinion of the management, include all adjustments, consisting of normal recurring adjustments that the management considers necessary for a fair representation of interim results. These interim results are not necessarily indicative of results to be expected for the full year and historical results are not necessarily indicative of results to be expected for future periods. Information included under columns in the table below marked ‘‘Pro Forma’’ reflect the pro forma adjustments made to reflect the Spin-off. For more information, see ‘‘‘‘The Reorganisation’’ and ‘‘Unaudited Pro Forma Financial Information and Report Thereon’’. The summary consolidated financial and operating information should be read in conjunction with ‘‘Operating and Financial Review’’, ‘‘Presentation of Financial and Other Information’’, as well as with the Consolidated Financial Statements and the notes thereto contained elsewhere in this Prospectus.

73 Summary of consolidated income statements and of consolidated statements of profit or loss and other comprehensive income

3-month period Year ended ended 31 March 31 December Year ended 31 December 2014 2013 2013 2013 2012 2011 (Pro-forma)(1) (Pro-forma)(1) (RON million) (Unaudited) (Audited) Revenues ...... 1,211 1,396 5,157 5,157 5,253 5,368 Other income ...... 32 30 133 133 124 216 Electricity purchased ...... (624) (837) (2,845) (2,845) (3,089) (3,650) Green certificates ...... (92) (107) (414) (414) (302) (91) Salaries and other employee benefits .... (172) (177) (766) (766) (755) (793) Repairs, maintenance and materials ..... (11) (17) (103) (103) (161) (209) Depreciation and amortisation ...... (103) (98) (398) (398) (398) (372) Reversal of impairment/(Impairment)of property plant and equipment, net .... 0 0 (13) (13) (4) (7) Reversal of impairment/(Impairment) of trade and other receivables, net ...... 3 15 21 21 53 (148) Reversal of write down/ (Write down) of inventories, net ...... — — 1 1 (18) (14) Other operating expenses ...... (123) (123) (434) (434) (458) (406) Operating profit/(loss) ...... 119 83 338 338 246 (104) Finance income ...... 3 5 24 24 22 35 Finance costs ...... (4) (9) (35) (35) (46) (53) Net finance cost ...... (1) (4) (12) (12) (24) (17) Share of profit or loss of equity-accounted investees, net of tax ...... — 16 — 63 247 75 Profit/ (loss) before tax ...... 118 94 327 390 468 (47) Income tax expense ...... (29) (12) (75) (75) (53) (33) Profit/(loss) for the year/period ...... 88 82 251 314 416 (80) Profit/(loss) for the year/period attributable to: —owner of the Company ...... 60 62 180 243 356 (113) —non-controlling interests ...... 28 19 71 71 60 34 Profit/(loss) for the year/period ...... 88 82 251 314 416 (80) Earnings per share Basic and diluted earnings per share (RON) ...... 0.29 0.30 n/a 1.18 1.73 (0.55) Other comprehensive income Items that will never be reclassified to profit or loss ...... — Revaluation of property, plant and equipment ...... — — n/a — — 270 Tax related to revaluation of property, plant and equipment ...... — — n/a — — (45) Impairment of property, plant and equipment ...... — — n/a — (82) — Remeasurement of the defined benefit liability ...... — — n/a 3 (14) 13 Tax related to remeasurements of the defined benefit liability ...... — — n/a (0) 4 (1) Share of changes in other comprehensive income of equity accounted investees . . — — n/a (0) 108 145 Other comprehensive income, net of tax .. — — n/a 3 16 382 Total comprehensive income ...... 88 82 n/a 317 431 302 Total comprehensive income ...... —attributable to the owner of the Company ...... 60 62 n/a 246 374 216 —attributable to the non-controlling interests ...... 28 19 n/a 72 57 86 Total comprehensive income ...... 88 82 n/a 317 431 302

74 Summary of consolidated statements of financial position

31 March 31 December 31 December 2014 2014 2013 2013 2012 2011 (Pro-forma)(1) (Pro-forma)(1) (RON million) (Unaudited) (Audited) ASSETS Non-current assets Property, plant and equipment ...... 5,956 5,956 5,933 5,933 5,718 5,590 Intangible assets ...... 55 55 59 59 42 46 Equity-accounted investees ...... — — — — 1,042 1,602 Other investments ...... — — — — 1,138 224 Deferred tax assets ...... 74 74 85 85 106 121 Other non-current assets ...... 1 1 1 1 6 4 Total non-current assets ...... 6,087 6,087 6,078 6,078 8,052 7,587 Current assets Trade receivables ...... 1,018 1,018 1,088 1,088 1,011 1,192 Other receivables ...... 37 37 63 63 95 134 Cash and cash equivalents ...... 668 668 651 651 642 499 Inventories ...... 28 28 34 34 35 33 Prepayments ...... 15 15 6 6 40 37 Income tax receivable ...... 29 29 37 37 17 8 Assets held for distribution ...... — 2,232 — 2,243 — — Total current assets ...... 1,796 4,029 1,878 4,122 1,840 1,904 Total assets ...... 7,883 10,116 7,956 10,200 9,892 9,491 EQUITY AND LIABILITIES Equity Share capital ...... 2,004 2,511 2,002 2,509 2,493 2,493 Additional contributions from shareholder . . . 50 50 48 48 55 53 Revaluation reserves ...... 680 1,068 693 1,081 1,133 1,164 Other reserves ...... 204 612 204 612 599 579 Retained earnings ...... 742 1,671 658 1,598 1,327 948 Total equity attributable to the owner of the Company ...... 3,680 5,913 3,605 5,848 5,607 5,237 Non-controlling interests ...... 839 839 811 811 765 710 Total equity ...... 4,520 6,752 4,416 6,659 6,372 5,946 Liabilities Non-current liabilities Bank borrowings ...... — — — — — 10 Finance lease ...... — — — — 1 5 Financing of property, plant and equipment . . 115 115 130 130 196 117 Deferred revenue ...... 1,417 1,417 1,422 1,422 1,234 1,131 Deferred tax liabilities ...... 254 254 256 256 263 276 Employee benefits ...... 214 214 213 213 217 189 Other payables ...... 62 62 66 66 77 39 Total non-current liabilities ...... 2,062 2,062 2,087 2,087 1,987 1,767 Current liabilities Bank borrowings ...... — — — — 9 30 Bank overdrafts ...... 38 38 80 80 167 281 Finance lease ...... — — — — 27 26 Financing of property, plant and equipment . . 135 135 143 143 114 104 Trade payables ...... 516 516 628 628 746 930 Other payables ...... 269 269 261 261 182 165 Current income tax liability ...... 15 15 15 15 11 4 Deferred revenue ...... 106 106 89 89 78 83 Employee benefits ...... 137 137 152 152 120 100 Provisions ...... 85 85 85 85 80 53 Total current liabilities ...... 1,302 1,302 1,453 1,453 1,534 1,778 Total liabilities ...... 3,364 3,364 3,540 3,540 3,521 3,545 Total equity and liabilities ...... 7,883 10,116 7,956 10,200 9,892 9,491

(1) Pro forma financial information reflects the effect of the Spin-off. For more information, see ‘‘Reorganisation’’ and ‘‘Unaudited Pro Forma Financial Information and Reports Thereon’’.

75 Summary of consolidated statements of cash flows

3-month period ended Year ended 31 March 31 December 2014 2013 2013 2012 2011 (RON million) (Unaudited) (Audited) Cash flow from operating activities Profit / (loss) for the period/year ...... 88 82 314 416 (80) Adjustments for: Depreciation ...... 99 95 383 381 352 Amortisation ...... 4 3 14 16 20 Impairment loss on property, plant and equipment/reversal of impairment of property, plant and equipment, net ...... ——134 7 Loss on disposal of property, plant and equipment ...... — — 6 6 5 Impairment loss on trade and other receivables, net/reversal of impairment of trade and other receivables, net ...... (3) (15) (21) (53) 148 Write-down of inventories, net ...... — — (1) 18 14 Release of deferred revenue ...... (21) (18) (77) (68) (62) Net finance costs / (income) ...... 1 4 12 24 17 Share of profit or loss of equity-accounted investees, net of tax .... — (16) (63) (247) (75) Income tax expense ...... 29 12 75 53 33 198 148 656 550 380 Changes in: Trade receivables ...... 71 (90) (118) 103 (470) Other receivables ...... 38 (54) 21 7 (80) Prepayments ...... (9) (28) 34 (4) (8) Inventories ...... 522(19)(18) Trade payables ...... (45) 5 37 127 427 Other payables ...... (11) 69 38 59 46 Employee benefits and provisions ...... (14) (10) 36 65 (48) Deferred revenue ...... 32 64 276 181 161 Cash generated from operating activities ...... 266 106 983 1,070 389 Interest paid ...... (3) (7) (21) (29) (32) Income tax paid ...... (13) (13) (47) (45) (40) Net cash from operating activities ...... 251 85 915 996 318 Cash flows from investing activities Payments for purchases of property, plant and equipment ...... (147) (95) (379) (378) (405) Payments for purchases of property, plant and equipment from customer contribution ...... (22) (38) (246) (181) (161) Payments for purchases of intangible assets ...... (0) (5) (31) (15) (8) Proceeds from sale of property, plant and equipment ...... — — 1 1 2 Proceeds from sale of investments ...... 141 — — — — Interest received ...... 6 11 21 23 32 Dividends received ...... ——— —35 Net cash used in investing activities ...... (22) (127) (635) (549) (505) Cash flow from financing activities Repayment of financing of property, plant and equipment ...... (37) (36) (130) (151) (126) Repayment of borrowings ...... — — (10) (30) (10) Dividends paid ...... — — (39) (8) (29) Payment of finance lease liabilities ...... (1) (1) (6) (6) (6) Net cash used in financing activities ...... (38) (37) (185) (194) (171) Net increase/(decrease) in cash and cash equivalents ...... 190 (79) 95 252 (358) Cash and cash equivalents at 1 January ...... 571 474 474 218 574 Effect of movements in exchange rates on cash held ...... (2) — 2 4 1 Cash and cash equivalents at 31 December/31 March ...... 760 395 571 474 218

76 Other financial data

3-month period ended Year ended 31 March 31 December 2014 2013 2013 2012 2011 (Unaudited) (RON million) Group Adjusted EBITDA(1) ...... 219 165 727 613 436 Group Adjusted EBITDA margin(2) ...... 18% 12% 14% 12% 8%

(1) The Company defines Group adjusted EBITDA as Group EBITDA adjusted for non-recurring events (i) consolidated impairment / reversal of impairment of trade and other receivables, net and (ii) consolidated write down / reversal of write down of inventories, net (as disclosed in the income statement in the Consolidated Audited Financial Statements and Unaudited Consolidated Financial Statements). Adjusted EBITDA should not be considered as an alternative to net profit or any other performance measures derived in accordance with IFRS or as an alternative to cash flow from operating activities or as a measure of the Group’s liquidity. Moreover, other companies in the industry in which the Group operates may calculate adjusted EBITDA differently or may use it for different purposes than the Group does, limiting its use as a comparative measure. (2) The Group defines adjusted EBITDA margin as adjusted EBITDA divided by revenue. The table below provides a reconciliation of profit/loss to adjusted EBITDA for the Group:

3-month period ended Year ended 31 March* 31 December** 2014 2013 2013 2012 2011 (RON million) Profit/(loss) for the year ...... 88 82 314 416 (80) Add back: Income tax expense ...... 29 12 75 53 33 Share of profit or loss of equity-accounted investees, net of tax .... — (16) (63) (247) (75) Net finance costs ...... 1 4 12 24 17 Depreciation and amortization, impairment of property, plant and equipment, net ...... 103 98 411 402 379 Impairment / (reversal) of impairment of trade and other receivables, net ...... (3) (15) (21) (53) 148 Write down / (reversal of write down) of inventories, net ...... — — (1) 18 14 Adjusted EBITDA*** ...... 219 165 727 613 436

Source: * Unaudited Consolidated Financial Statements; **Audited Consolidated Financial Statements; *** Unaudited

77 THE REORGANISATION Prior to the Offering, the Group commenced a corporate reorganisation (the ‘‘Reorganisation’’) which comprised the following elements:

Service company liquidations and insolvency proceedings GD no. 760/2010 mandated the reorganisation of certain of Electrica Serv’s assets and liabilities through a partial transfer of the same (by spin-off) to five new companies: Societatea Comerciala ‘‘Servicii Energetice Banat’’ S.A. (‘‘SEB’’), Societatea Comerciala ‘‘Servicii Energetice Dobrogea’’ S.A. (‘‘SED’’), Societatea Comerciala ‘‘Servicii Energetice Moldova’’ S.A. (‘‘SEMO’’), Societatea Comerciala ‘‘Servicii Energetice Oltenia’’ S.A. (‘‘SEO’’) and Societatea Comerciala ‘‘Servicii Energetice Muntenia’’ S.A. (‘‘SEMU’’). Electrica Serv continued to exist following this spin-off. The Reorganisation was endorsed by Electrica Serv’s Board of Directors through decision no. 17/01 July 2011 and approved by an EGMS of Electrica Serv no. 7/24 August 2011. As part of the Reorganisation, liquidation proceedings were commenced in relation to three of these service companies, as they were operating at a loss. As a result, EGMSs of SEB, SED and SEMO approved their voluntary dissolution and liquidation on 20 December 2013, 19 December 2013 and 19 December 2013, respectively. During May 2014, the selected liquidators have submitted to Electrica the documentation attesting the insolvency status of SED and SEMO. For SEB, the selection process of the liquidators is in progress. Meanwhile, Electrica Serv requested the opening of the insolvency procedure for SEB. In January 2014, the Board of Directors of SEO also decided to commence of insolvency proceedings as part of the Reorganisation and on 14 May 2014, the court admitted SEO’s request and opened the insolvency proceedings. SEMU, which services the Bucharest area, is not being dissolved or liquidated as part of the Reorganisation. Challenges from trade unions to the dissolution and liquidation of SEB, SED and SEMO have been filed. For more information on these challenges, see ‘‘Business—Legal Proceedings—Service company liquidation proceedings’’.

Spin-off of the Group’s minority interests On 18 December 2013, an EGMS of the Company proposed the contribution of the Company’s interests in the following companies: ENEL Energie Muntenia S.A., ENEL Distributie Muntenia S.A., ENEL Distributie Banat S.A., ENEL Distributie Dobrogea S.A., ENEL Energie S.A., E.ON Moldova Distributie S.A., E.ON Energie Romania S.A., Electrica Soluziona S.A., Bursa Romanˆ a˘ De Marfuri˘ S.A. and Hidro Tarnita S.A., through the Spin-off to SAPE (the ‘‘Spin-off’’). The Spin-off was published on 23 December 2013 on the Company’s website and the website of the National Trade Registry Office. No creditor opposition was raised within the relevant time period and the Spin-off was approved by an EGMS of the Company on 20 March 2014. The Spin-off file was subsequently submitted to the Trade Registry on 24 March 2014 and sent to the Bucharest Tribunal for court approval, which was granted on basis of the ruling no. 343 of 10 April 2014. The Spin-off became effective as of 7 May 2014 when it was registered with the Trade Registry. As part of the Spin-off approved by the court, Electrica reduced its capital in an amount corresponding to the value of the minority interests prior to the Spin-off. Under the Companies Law, the Spin-off can be challenged as null and void only if the decision of the shareholders approving the Spin-off is challenged within six months from the Spin-off effectiveness date. In addition, the court approval of the Spin-off can be challenged with appeal by third parties within 30 days as of the date when such parties become aware of such decision, but not later than one year as of the date when the decision was issued, i.e. until 10 April 2015. The effect of the Spin-off is reflected in the Group’s consolidated pro forma financial information included in the section ‘‘Pro Forma Financial Information and Reports Thereon’’. Based on the general rules of residual liability under the Companies Law and the Civil Code, if a creditor is not paid by SAPE, the Company is jointly liable with SAPE for such payment up to the value of its net assets distributed following the Spin-off. In addition, liquidation and insolvency procedures in Romania for corporate entities may in certain circumstances, result in liability to its shareholders. For a description of risks relating to such liability or the potential challenge of the Spin-off see ‘‘Risk Factors—Risks Relating to the Reorganisation—Liquidation and insolvency of the Group’s service subsidiaries and the Spin-off may result in residual legal liability for the Company’’ and ‘‘—The Spin-off may be challenged by third parties or may be unenforceable against ENEL, EON and CEZ’’.

78 PRO FORMA FINANCIAL INFORMATION AND REPORTS THEREON The following reports have been extracted without amendment from the reports of KPMG entitled in each case ‘‘Independent auditor’s assurance report on pro forma financial information’’ and each dated 11 June 2014

Independent auditor’s assurance report on pro forma financial information To the Board of Directors S.C. Electrica S.A. We report on the pro forma financial information of S.C. Electrica S.A. (the ‘‘Company’’) and its subsidiaries (together the ‘‘Group’’) (the ‘‘pro forma financial information’’) set out on pages 81 to 84 of the Prospectus. The applicable criteria on the basis of which management has compiled the pro forma financial information are specified in Commission Regulation (EC) No 809/2004 and the basis of compilation is described in Note 2 to the pro forma financial information. The pro forma financial information has been compiled by the Company for illustrative purposes only, to provide information about how the spin-off of the minority interests held by the Company in 10 entities (Enel Distributie Muntenia, Enel Energie Muntenia, Enel Distributie Banat, Enel Distributie Dobrogea, Enel Energie, E.On Moldova Distributie, E.On Energie, Electrica Soluziona, Hidro Tarnita and BRM) might have affected the financial information presented on the basis of the accounting policies adopted by the Group in preparing the condensed consolidated interim financial statements for the three month period ended 31 March 2014. As part of this process, information about the Group’s consolidated financial position has been extracted by management from the Group’s condensed consolidated interim financial statements for the three month period ended 31 March 2014 prepared in accordance with IAS 34, ‘Interim Financial Reporting’ as endorsed by the European Union, on which a review report has been published.

Management’s Responsibilities The Company’s management is responsible for the compilation of the pro forma financial information in accordance with the requirements of the Commission Regulation (EC) No 809/2004.

Practitioner’s Responsibilities Our responsibility is to express an opinion as required by item 7 of Annex II of the Commission Regulation (EC) No 809/2004, as to whether the pro forma financial information has been compiled, in all material respects, on the basis specified in Note 2 to the pro forma financial information, and whether the basis is consistent with the accounting policies of the Group. We conducted our engagement in accordance with International Standard on Assurance Engagements 3420, ‘‘Assurance Engagements to report on Pro Forma Financial Information Included in a Prospectus’’. This standard requires that the practitioner comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether management has compiled, in all material respects, the pro forma financial information on the basis specified in Note 2 to the pro forma financial information and that such basis is consistent with the accounting policies of the Group. For the purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information. The purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of significant events or transactions on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 31 March 2014 would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Company’s management in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant

79 effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether: • The related pro forma adjustments give appropriate effect to those criteria; and • The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information. The procedures selected depend on the practitioner’s judgement, having regard to the practitioner’s understanding of the nature of the entity, the events or transactions in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion In our opinion: • the pro forma financial information has been properly compiled on the basis stated; and • such basis is consistent with the accounting policies of the Group.

Other matter This report is required by the Commission Regulation (EC) No 809/2004 and is given for the purpose of complying with that Regulation 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 Board of Directors as a body, for our work, for our report or for the opinion we have formed. Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices. KPMG Audit S.R.L. 11 June 2014 Bucharest, Romania

80 SC Electrica SA Pro-Forma Financial Information as at 31 March 2014 Purpose The pro-forma financial information of Electrica SA (‘‘the Company’’) and its subsidiaries (together ‘‘the Group’’) has been prepared for illustrative purposes only. The pro-forma financial information has been prepared in accordance with Annex II of the TEU Regulation 809/2004. The pro-forma financial information has been authorised for issuance by the Board of Directors on 6 May 2014. The pro-forma financial information has been prepared to illustrate how the transaction described below which is expected to have a significant gross impact on the Group’s consolidated financial position, might have affected the assets, liabilities and equity of the Group as at 31 March 2014. Consequently, as a result of its nature, the pro-forma financial information addresses a hypothetical situation and therefore does not represent the actual financial position or results following the transaction.

Proposed spin-off of minority interests held by Electrica SA On 18 December 2013 the shareholder of the Company approved the spin-off of the interests held by the Company in the entities listed in Section 4 of this Pro forma financial information, into a new company wholly owned by the Company’s shareholder (the Romanian State, represented by the Ministry of Economy—Department for Energy). This reorganisation puts into practice the commitments assumed by Romanian authorities in the Letter of Intent dated September 2013 on which the new stand-by agreement approved by the International Monetary Fund at the end of September 2013 was based, and the provisions of the Memorandum on ‘‘Measures for increasing the attractiveness for privatisation of Electrica’’ approved by the Romanian Government on 11 December 2013. The spin-off project was approved by the Board of Directors of the Company on 19 December 2013 and published in the National Trade Registry on 23 December 2013. On 20 March 2014 the shareholder of the Company approved the spin-off project as published on 23 December 2013 and the set-up of the new company. During the three month period ended 31 March 2014, the Company’s holdings in the investments classified as held for distribution have changed following the sale of part of the shares to E.On on 17 February 2014 following the exercise of the Call options by E.On. As a result, E.On received 17% of the ordinary shares of E.On Moldova Distributie and 2.38% of the ordinary shares of E.On Energie Romania. E.On paid to the Company the exercise price of RON 141 million, based on the price established by the International Court of Arbitrage. According to the spin-off project mentioned above, the Company will transfer to the new company the remaining shares in E.On Moldova Distributie (10% of the ordinary shares of E.On Moldova Distributie) and in E.On Energie Romania (1.4% of the ordinary shares of E.On Energie Romania) as well as the cash received from the sale less the directly attributable costs (legal costs and taxes), of RON 130 million.

Basis of compilation The pro-forma statement of financial position has been prepared to illustrate the effect on the financial position of the Group as if the transaction had taken place on the date of the statement of financial position. A pro-forma statement of profit or loss has not been prepared as the transaction would have had no effect on the Group’s profit or loss for the three month period ended 31 March 2014 if the transaction had taken place on the first day of the period. The pro forma information is prepared in a manner consistent with the accounting policies adopted by the Group in the condensed consolidated interim financial statements of the Group for the three month period ended 31 March 2014 prepared in accordance with IAS 34 ‘‘Interim Financial Reporting’’ as endorsed by the European Union.

Sources of financial information The sources of unadjusted financial information from which the pro-forma financial information has been prepared are the condensed consolidated interim financial statements of the Group as at and for the three month period ended 31 March 2014.

81 The sources of the adjustments for the proposed transaction described above are as follows:

Proposed spin-off of minority interests held by Electrica SA • The spin-off project approved by the Board of Directors of the Company on 19 December 2013 and published in the National Trade Registry on 23 December 2013; • The Shareholder Decision of 20 March 2014 for approval of the spin-off and the decrease of the share capital; and • The condensed consolidated interim financial statements of the Group as at and for the three month period ended 31 March 2014.

82 Pro-forma statement of financial position as at 31 March 2014

Unadjusted Adjustments for Electrica Group spin-off of Pro forma as at 31 March 2014 investments 31 March 2014 (RON million) ASSETS Non-current assets Property, plant and equipment ...... 5,956 — 5,956 Intangible assets ...... 55 — 55 Deferred tax assets ...... 74 — 74 Other non-current assets ...... 1 — 1 Total non-current assets ...... 6,087 — 6,087 Current assets Trade receivables ...... 1,018 — 1,018 Other receivables ...... 38 — 38 Cash and cash equivalents ...... 668 — 668 Inventories ...... 28 — 28 Prepayments ...... 15 — 15 Income tax receivable ...... 29 — 29 Assets held for distribution ...... 2,232 (2,232) 0 Total current assets ...... 4,029 (2,232) 1,796 Total assets ...... 10,116 (2,232) 7,883 EQUITY AND LIABILITIES Equity Share capital ...... 2,511 (507) 2,004 Additional contributions from shareholder ...... 50 — 50 Revaluation reserve ...... 1,068 (388) 680 Other reserves ...... 612 (408) 204 Retained earnings ...... 1,671 (929) 742 Total equity attributable to the owner of the Company . . . . 5,913 (2,232) 3,680 Non-controlling interests ...... 839 — 839 Total equity ...... 6,752 (2,232) 4,520 Liabilities Non-current liabilities Finance lease ...... — — — Financing of property, plant and equipment ...... 115 — 115 Deferred revenue ...... 1,417 — 1,417 Deferred tax liabilities ...... 254 — 254 Employee benefits ...... 214 — 214 Other payables ...... 62 — 62 Total non-current liabilities ...... 2,062 — 2,062 Current liabilities Bank overdrafts ...... 38 — 38 Finance lease ...... — — — Financing of property, plant and equipment ...... 135 — 135 Trade payables ...... 516 — 516 Other payables ...... 269 — 269 Current income tax liability ...... 15 — 15 Deferred revenue ...... 106 — 106 Employee benefits ...... 137 — 137 Provisions ...... 85 — 85 Total current liabilities ...... 1,302 — 1,302 Total liabilities ...... 3,364 — 3,364 Total equity and liabilities ...... 10,116 (2,232) 7,883

Administrator General Director Marius Eugen Untescu Ioan Rosca Economic Director Emilia Elena Marin

83 Adjustments for the proposed spin-off of minority interests held by Electrica SA On 18 December 2013 the shareholder of the Company approved the spin-off of the interests held by the Company in the companies listed in the table below into a new company wholly owned by the Company’s shareholder (the Romanian State, represented by the Ministry of Economy—Department for Energy).

Effect on assets As of 31 March 2014 the assets that are to be transferred to the new company were presented as assets held for distribution to the shareholder in the unadjusted condensed consolidated statement of financial position, as follows:

31 March2014 (RON thousand) Enel Distributie Muntenia S.A...... 823,183 Enel Energie Muntenia S.A...... 91,054 Enel Distributie Banat S.A...... 552,147 Enel Distributie DobrogeaS.A...... 394,297 Enel Energie S.A...... 158,667 E.On Moldova Distributie S.A...... 79,011 E.On Energie Romania S.A...... 4,069 Electrica Soluziona S.A...... 49 Hidro Tarnita S.A...... 57 Bursa Romana de Marfuri ...... 40 Cash and cash equivalents ...... 129,902 Total ...... 2,232,476

Effect on equity The shareholder approved the spin-off of these investments through a decrease in share capital with respect to the investments held in Enel and E.On companies listed above (these being former subsidiaries of Electrica, privatized in 2005 and 2007). There will be no compensation for Electrica from this transaction. In accordance with the spin-off project, the nominal share capital of Electrica will be reduced by 43,123,780 ordinary shares with a nominal value of RON 10 per share. The difference between the nominal amount of the decrease in share capital and the amount of the pro forma adjustment represents the effect of the application of IAS 29 ‘‘Financial Reporting in Hyperinflationary Economies’’ on the investments in these companies. Part of these investments were equity accounted by the Group in the past. Therefore, the adjustments presented in this pro-forma financial information in relation to this transaction include equity elements corresponding to the investments disposed of, as presented in the table below.

31 March 2014 (RON million) Share of revaluation reserve of equity-accounted investees ...... 388 Share of other reserves of equity-accounted investees ...... 408 Retained earnings ...... 929 Total ...... 1,725

84 Independent auditor’s assurance report on pro forma financial information To the Board of Directors S.C. Electrica S.A. We report on the pro forma financial information of S.C. Electrica S.A. (the ‘‘Company’’) and its subsidiaries (together the ‘‘Group’’) (the ‘‘pro forma financial information’’) set out on pages 87 to 90 of the Prospectus. The applicable criteria on the basis of which management has compiled the pro forma financial information are specified in Commission Regulation (EC) No 809/2004 and the basis of compilation is described in Note 2 to the pro forma financial information. The pro forma financial information has been compiled by the Company for illustrative purposes only, to provide information about how the spin-off of the minority interests held by the Company in 10 entities (Enel Distributie Muntenia, Enel Energie Muntenia, Enel Distributie Banat, Enel Distributie Dobrogea, Enel Energie, E.On Moldova Distributie, E.On Energie Romania, Electrica Soluziona, Hidro Tarnita and Bursa Romana de Marfuri) might have affected the financial information presented on the basis of the accounting policies adopted by the Group in preparing the consolidated financial statements for the year ended 31 December 2013. As part of this process, information about the Group’s consolidated financial position and consolidated financial performance has been extracted by management from the Group’s consolidated financial statements for the year ended 31 December 2013 prepared in accordance with International Financial Reporting Standards as endorsed by the European Union, on which an audit report has been published.

Practitioner’s Responsibilities Our responsibility is to express an opinion as required by item 7 of Annex II of the Commission Regulation (EC) No 809/2004, as to whether the pro forma financial information has been compiled, in all material respects, on the basis specified in Note 2 to the pro forma financial information, and whether the basis is consistent with the accounting policies of the Group. We conducted our engagement in accordance with International Standard on Assurance Engagements 3420, ‘‘Assurance Engagements to report on Pro Forma Financial Information Included in a Prospectus’’. This standard requires that the practitioner comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether management has compiled, in all material respects, the pro forma financial information on the basis specified in Note 2 to the pro forma financial information and that such basis is consistent with the accounting policies of the Group. For the purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information. The purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of significant events or transactions on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 31 December 2013 or for the year then ended would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Company’s management in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether: • The related pro forma adjustments give appropriate effect to those criteria; and • The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

85 The procedures selected depend on the practitioner’s judgement, having regard to the practitioner’s understanding of the nature of the entity, the events or transactions in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion In our opinion: • the pro forma financial information has been properly compiled on the basis stated; and • such basis is consistent with the accounting policies of the Group.

86 SC Electrica SA pro-forma financial information as at and for the year ended 31 December 2013 Purpose The pro-forma financial information of Electrica SA (‘‘the Company’’) and its subsidiaries (together ‘‘the Group’’) has been prepared for illustrative purposes only. The pro-forma financial information has been prepared in accordance with Annex II of the Prospectus Directive regulation (Directive 2003/71/EC). The pro-forma financial information has been authorised for issuance by the Board of Directors on 15 April 2014. The pro-forma financial information has been prepared to illustrate how the transaction described below which is expected to have a significant gross impact on the Group’s consolidated financial position and performance, might have affected the assets, liabilities, equity and earnings of the Group as at and for the year ended 31 December 2013. Consequently, as a result of its nature, the pro-forma financial information addresses a hypothetical situation and therefore does not represent the actual financial position or results following the transaction.

Basis of compilation The pro-forma statement of profit or loss has been prepared to illustrate the effect on the Group for the year ended 31 December 2013 as if the transaction had taken place on the first day of the period. The pro-forma statement of financial position has been prepared to illustrate the effect on the financial position of the Group as if the transaction had taken place on the date of the statement of financial position. The pro forma information is prepared in a manner consistent with the accounting policies adopted by the Group in the Consolidated Financial Statements of the Group for the years ended 31 December 2013, 31 December 2012 and 31 December 2011 prepared in accordance with International Financial Reporting Standards as endorsed by the European Union (‘‘IFRS-EU’’).

Sources of financial information The sources of unadjusted financial information from which the pro-forma financial information has been prepared are the consolidated financial statements of the Group as at and for the year ended 31 December 2013. The sources of the adjustments for the proposed transaction described above are as follows:

87 Pro-forma statement of financial position as at 31 December 2013

Unadjusted Adjustments for Electrica Group spin-off of Pro forma as at 31 December 2013 investments 31 December 2013 (RON million) ASSETS Non-current assets Property, plant and equipment ...... 5,933 — 5,933 Intangible assets ...... 59 — 59 Deferred tax assets ...... 85 — 85 Other non-current assets ...... 1 — 1 Total non-current assets ...... 6,078 — 6,078 Current assets Trade receivables ...... 1,088 — 1,088 Other receivables ...... 63 — 63 Cash and cash equivalents ...... 651 — 651 Inventories ...... 34 — 34 Prepayments ...... 6 — 6 Income tax receivable ...... 37 — 37 Assets held for distribution ...... 2,243 (2,243) — Total current assets ...... 4,122 (2,243) 1,878 Total assets ...... 10,200 (2,243) 7,956 EQUITY AND LIABILITIES Equity Share capital ...... 2,509 (507) 2,002 Additional contributions from shareholder ...... 48 — 48 Revaluation reserve ...... 1,081 (388) 693 Other reserves ...... 612 (408) 204 Retained earnings ...... 1,598 (940) 658 Total equity attributable to the owner of the Company ... 5,848 (2,243) 3,605 Non-controlling interests ...... 811 — 811 Total equity ...... 6,659 (2,243) 4,416 Liabilities Non-current liabilities Finance lease ...... — — — Financing of property, plant and equipment ...... 130 — 130 Deferred revenue ...... 1,422 — 1,422 Deferred tax liabilities ...... 256 — 256 Employee benefits ...... 213 — 213 Other payables ...... 66 — 66 Total non-current liabilities ...... 2,087 — 2,087 Current liabilities Bank overdrafts ...... 80 — 80 Finance lease ...... — — — Financing of property, plant and equipment ...... 143 — 143 Trade payables ...... 628 — 628 Other payables ...... 261 — 261 Current income tax liability ...... 15 — 15 Deferred revenue ...... 89 — 89 Employee benefits ...... 152 — 152 Provisions ...... 85 — 85 Total current liabilities ...... 1,453 — 1,453 Total liabilities ...... 3,540 — 3,540 Total equity and liabilities ...... 10,200 (2,243) 7,956

Administrator General Director Marius Eugen Untescu Ioan Rosca Economic Director Emilia Elena Marin

88 Pro-forma statement of profit or loss for the year ended 31 December 2013

Unadjusted Adjustments for Electrica Group spin-off of Pro forma for 2013 investments for 2013 Revenues ...... 5,157 — 5,157 Other income ...... 133 — 133 Electricity purchased ...... (2,845) — (2,845) Green certificates ...... (414) — (414) Salaries and other employee benefits ...... (766) — (766) Repairs, maintenance and materials ...... (103) — (103) Depreciation and amortisation ...... (398) — (398) Impairment of property, plant and equipment, net ...... (13) — (13) Reversal of impairment of trade and other receivables, net . . 21 — 21 Reversal of write down of inventories, net ...... 1 — 1 Other operating expenses ...... (434) — (434) Operating profit ...... 338 — 338 Finance income ...... 24 — 24 Finance costs ...... (35) — (35) Net finance costs ...... (12) — (12) Share of profit or loss of equity-accounted investees, net of tax...... 63 (63) — Profit before tax ...... 390 (63) 327 Income tax expense ...... (75) — (75) Profit for the year ...... 314 (63) 251 Profit for the year attributable to: owner of the Company ...... 243 (63) 180 non-controlling interests ...... 71 — 71 Profit for the year ...... 314 (63) 251

Administrator General Director Marius Eugen Untescu Ioan Rosca Economic Director Emilia Elena Marin

Adjustments for the proposed spin-off of minority interests held by Electrica SA On 18 December 2013 the shareholder of the Company approved the spin-off of the interests held by the Company in the companies listed in the table below into a new company wholly owned by the Company’s shareholder (the Romanian State, represented by the Ministry of Economy—Department for Energy).

89 Effect on assets As of 31 December 2013 these assets that are to be transferred to the new company were presented as assets held for distribution to the shareholder in the unadjusted consolidated statement of financial position, as follows:

Carrying amount at Percentage 31 December 2013 ownership interest (RON thousand) Enel Distributie Muntenia S.A...... 823,183 23.57% Enel Energie Muntenia S.A...... 91,054 23.57% Enel Distributie Banat S.A...... 552,147 24.87% Enel Distributie Dobrogea S.A...... 394,297 24.90% Enel Energie S.A...... 158,667 36.99% E.OnMoldova Distributie S.A...... 213,000 27.00% E.On EnergieRomaniaS.A...... 11,000 3.78% Electrica Soluziona S.A...... 49 49.00% Hidro Tarnita S.A...... 57 50.00% Bursa Romana de Marfuri S.A...... 40 Total ...... 2,243,494

Effect on equity The shareholder approved the spin-off of these investments through a decrease in share capital with respect to the investments held in Enel and E.On companies listed above (these being former subsidiaries of Electrica SA, privatized in 2005 and 2007). There will be no compensation for Electrica from this transaction. In accordance with the spin-off project, the nominal share capital of Electrica SA will be reduced by 43,123,780 ordinary shares with a nominal value of RON 10 per share. The difference between the nominal amount of the decrease in share capital and the amount of the pro forma adjustment represent the effect of the application of IAS 29 ‘‘Financial Reporting in Hyperinflationary Economies’’ on the investments in these companies. Part of these investments were equity accounted by the Group in the past. Therefore, the adjustments presented in this pro-forma financial information in relation to this transaction include equity elements corresponding to the investments disposed of, as presented in the table below.

31 December 2013 (RON million) Share of revaluation of equity-accounted investees ...... 388 Share of other reserves of equity-accounted investees ...... 408 Retained earnings ...... 940 Total ...... 1,736

Effect on profit or loss The adjustment of profit or loss represents the elimination of the share of the profit or loss of equity- accounted investees recognised by the Group in its consolidated financial statements for the year ended 31 December 2013 prepared in accordance with IFRS-EU of RON 63 million.

90 OPERATING AND FINANCIAL REVIEW The following discussion of Electrica’s Group operating and financial condition is based primarily on its Consolidated Financial Statements. This section should be read in conjunction with the Consolidated Financial Statements, including the accounting policies and the notes thereto, as well as other financial information contained elsewhere in this Prospectus. A summary of the critical accounting policies that have been applied in the preparation of the Consolidated Financial Statements is set forth in ‘‘—Critical accounting policies and estimates’’ below. Unless otherwise indicated, financial information in this section is sourced from the Audited Consolidated Financial Statements, Unaudited Consolidated Financial Statements and Group’s accounting and operating systems. Certain information presented in this section, including information regarding Electrica’s capital expenditures, described in ‘‘Capital Expenditures’’ below, and information presented elsewhere in this Prospectus, has not been derived from the Consolidated Financial Statements and has not been audited or reviewed by independent auditors. Such information should not serve as an indicator of Electrica’s past or future operating performance, financial condition or development prospects or be used to analyse Electrica’s business in isolation from the Consolidated Financial Statements (including the accounting policies and the notes thereto), and other financial information contained elsewhere in this Prospectus. This information is included in this Prospectus as investors may find this information helpful in assessing Electrica’s business. This section contains certain forward-looking statements. These statements are subject to numerous risks and uncertainties, including, but not limited to, those described in ‘‘Important Information’’ and ‘‘Risk Factors’’.

Overview Electrica’s core business segments are the distribution of electricity to users and the supply of electricity to household and non-household consumers. Electrica’s distribution segment operates through EDMN, EDTS, EDTN and Electrica Serv and is geographically limited to the Northern Muntenia, Northern Transylvania and Southern Transylvania geographical areas of Romania. Electrica’s supply segment operates through Electrica Furnizare and supplies electricity to consumers, both on the regulated electricity market in the regions where the distribution subsidiaries of the Group operate and the competitive electricity market throughout Romania. The most relevant regions of Electrica’s supply business, however, are the ones where Electrica also distributes electricity. As part of its distribution business, Electrica also provides, through Electrica Serv, equipment maintenance, repair and other ancillary services to its own networks and, to a small degree, to other electricity distributors’ networks. Electrica is the largest electricity distributor in Romania both in terms of quantities of electricity distributed to end-users and in terms of number of connections. As at 31 March 2014, Electrica’s distribution segment operated 8,389 km of high voltage lines, 45,643 km of medium voltage lines and 134,834 km of low voltage lines supported by 28,514 transformers and with approximately 3.6 million users across its distribution network. Furthermore, the Group’s electricity supply segment is also the largest in Romania both in terms of quantity of electricity supplied to consumers and in terms of number of consumers. In the three-month periods ended 31 March 2014 and 2013 Electrica distributed, respectively, 4.1 TWh and 4.0 TWh of electricity, and in the years ended 31 December 2013, 2012 and 2011, respectively, it distributed approximately 16.1 TWh, 16.3 TWh and 16.2 TWh of electricity. As at 31 March 2014 Electrica supplies electricity to approximately 3.56 million household and non-household consumers. The quantity of electricity Electrica supplied to consumers was 2.4 TWh and 2.5 TWh, respectively, in the three month periods ended 31 March 2014 and 2013, and approximately 9.7 TWh, 10.7 TWh and 11.6 TWh, respectively, in the years ended 31 December 2013, 2012 and 2011.

91 The table below sets forth selected financial data related to Electrica’s core business segments for the periods indicated.

Three month period ended 31 March* Year ended 31 December 2014 2013 2013 2012 2011 (RON million) (%)** (RON million) (%)** (RON million) (%)** (RON million) (%)** (RON million) (%)** Revenue Electricity distribution . . . 536 32% 528 28% 2,056 30% 1,944 28% 1,873 27% Electricity supply ...... 1,103 67% 1,312 70% 4,780 69% 4,801 70% 4,825 70% External electricity network maintenance(1) . 16 1% 28 2% 101 1% 153 2% 235 3% Headquarter ...... 0 0% 0 0% 0 0% 0 0% 0 0% Consolidation elimination and adjustments ..... (444) (472) (1,780) (1,645) (1,564) Group revenue ...... 1,211 1,396 5,157 5,253 5,368 EBITDA(2) Electricity distribution . . . 187 84% 147 82% 681 91% 623 96% 440 160% Electricity supply ...... 60 27% 49 27% 117 16% 116 18% (110) (40)% External electricity network maintenance(1) . (23) (10)% (18) (10)% (42) (6)% (92) (14)% (32) (12)% Headquarter ...... (1) (0)% 2 1% (7) (1)% 0 0.0% (23) (9)% Group EBITDA(3) ..... 222 100% 180 100% 749 100% 647 100% 275 100% Group Adjusted EBITDA(4) ...... 219 — 165 — 727 — 613 — 436 — Net profit (loss) ...... 88 — 82 — 314 — 416 — (80) — Capital expenditure .... 109 — 119 — 650 — 617 — 554 — Cash & cash equivalents . 668 — 572 — 651 — 642 — 499 — Debt(5) ...... 289 — n/a — 353 — 513 — 575 —

Source: * Unaudited Consolidated Financial Statements; **% of the total for reportable segments (1) External electricity network maintenance is defined as repair, maintenance and other services for electricity networks owned by other distributors (including Servicii Energetice Banat SA, Servicii Energetice Dobrogea SA, Servicii Energetice Moldova SA, Servicii Energetice Oltenia SA and Servicii Energetice Muntenia SA) (2) EBITDA for operating segments is defined and calculated as segment profit (loss) before tax adjusted for (i) segment depreciation, amortisation and impairment /reversal of impairment of property, plant and equipment and intangible assets, ii) segment net finance (cost)/income, and (iii) segment share of profit (loss) of equity-accounted investees as disclosed in the income statement in the Audited Consolidated Financial Statements and Interim Unaudited Consolidated Financial Statements. (3) Group EBITDA is defined and calculated as consolidated profit (loss) before tax adjusted for (i) consolidated depreciation, amortisation and impairment /reversal of impairment of property, plant and equipment and intangible assets, ii) consolidated net finance (cost)/income, iii) consolidated share of profit (loss) of equity-accounted investees as disclosed in the income statement in the Consolidated Audited Financial Statements and Interim Unaudited Consolidated Financial Statements. (4) Group Adjusted EBITDA is defined as Group EBITDA adjusted for non-recurring events (i) consolidated impairment / reversal of impairment of trade and other receivables, net and (ii) consolidated write down / reversal of write down of inventories, net (as disclosed in the income statement in the Consolidated Audited Financial Statements and Unaudited Consolidated Financial Statements). A calculation of the EBITDA and Adjusted EBITDA is presented in detail in ‘‘Selected Consolidated Financial and Operating Information—Other Financial Information’’. Neither EBITDA nor Group Adjusted EBITDA are IFRS measures and should not be treated as alternatives to IFRS measures. Moreover, neither EBITDA nor Group Adjusted EBITDA are uniformly defined outside of this document. The method of calculating EBITDA and Group Adjusted EBITDA used by other companies may differ significantly from that used by us the Group. In consequence, the EBITDA and Group Adjusted EBITDA presented in this chapter cannot, as such, be relied upon for the purpose of comparison to other companies. A reconciliation of net profit/(loss) for the period/year and EBITDA and Adjusted EBITDA, is presented in ‘‘Selected Consolidated Financial and Operating Information—Other Financial Information’’. (5) Debt is defined and calculated as consolidated financing for property, plant and equipment, finance lease, bank overdrafts and bank borrowings (as disclosed in the Consolidated Statements of Financial Position in the Consolidated Audited Financial Statements and Interim Unaudited Consolidated Financial Statements).

Key factors, drivers and significant market trends affecting the results of Electrica’s operations Management believes that the following factors, drivers and market trends significantly affected the results of the Group’s operations for the periods covered by the Consolidated Financial Statements, and expects that they will continue to have a significant impact on the results of the Group’s operations in the future. Management distinguishes between key factors, drivers and significant market trends it cannot control and those that it can (albeit often only to a limited degree) control. Key factors, drivers and significant market trends that management cannot control include (i) the general regulatory and legal framework under which the Group operates, including ANRE’s policies; (ii) distribution and electricity supply tariffs set by ANRE; (iii) the cost of electricity purchased; (iv) macroeconomic trends in the Romanian economy; and (v) demand for electricity. Key factors and drivers that management can at least partially control include the Group’s capital expenditures and operating expenses.

General regulatory and legal framework and ANRE’s policies Electrica’s operations have been influenced in the past and, Management believes, they will likely continue to be influenced in the future, by numerous laws and regulations, including the Energy Law, EU legislation and international conventions dealing with, amongst other things, environmental protection and

92 climate change regulations. A significant part of Electrica’s business is regulated. As such, Electrica’s business has been influenced in the past and, Management believes, will likely continue to be influenced in the future by the policies of ANRE and other public administrative regulatory bodies, as well as by individual administrative decisions, interpretations and recommendations issued by those bodies in relation to its operations, especially tariffs and regulatory obligations. See ‘‘Regulation—Regulation of the Electricity Market’’ and ‘‘Risk Factors—The Group’s financial performance could be adversely affected by changes in tariffs set for the regulated market’’. Management believes that the Group’s performance will be particularly influenced by (i) the continued deregulation of the electricity supply market (particularly in relation to households) which may result in increased competition and churn in this segment but may also create an opportunity through the expansion of the Group’s supply segment targetable market, and (ii) future changes in the regulatory targets for calculating tariffs on electricity distribution, including in particular any changes to the permitted regulated rate of return or any changes to efficiency targets such as network losses, other operating expenditures and changes to approved capital expenditure plans. In the periods covered by the Consolidated Financial Statements the greatest influence on Electrica’s performance caused by regulatory factors is attributed to the change in the regulated target return on capital with impact in the distribution tariffs that were implemented in 2013, a transition year from the second to the third five year regulatory periods set by ANRE, and in 2014 for a new five year regulatory period, which caused an increase in Electrica’s revenue from the distribution business. See ‘‘—Electricity distribution and supply tariffs—Distribution tariffs’’ below. Other important regulatory factors that have affected Electrica’s financial condition in the period in question include: (i) the deregulation of the supply of electricity to non-households on 1 January 2014, when the supply tariffs were deregulated, deregulation of supply for households (which term includes SMEs) starting from July 2013 and which is scheduled to be completed by 1 January 2018, and (ii) the obligation to supply electricity to certain types of consumers which are deemed of special importance such as hospitals, rescue stations, schools, retirement homes, or air, naval and railroad traffic services (including the State-owned railway operator, CFR) or to entities undergoing insolvency proceedings (such as Oltchim), irrespective of whether these entities have observed their payment obligations under their respective electricity supply agreements or not. See ‘‘Risk Factors— Electrica Furnizare may be prohibited from suspending or interrupting the supply of electricity to certain of the Group’s customers, even if such customers are in payment default’’.

Electricity distribution and supply tariffs General information A significant part of Electrica’s revenue (before consolidation adjustments) comes from the distribution and supply of electricity at prices set by regulated tariffs. Revenue based on tariffs approved by ANRE represented 75% and 75% of Electrica’s revenue in the three month periods ended 31 March 2014 and 2013, respectively, and 74%, 70% and 65% in the years ended 31 December 2013, 2012 and 2011, respectively. According to the Energy Law, tariffs approved by ANRE are intended to cover the justified costs of business activity of the electricity company related to the distribution of electricity on the regulated market plus a justified return on capital involved in that business. Tariffs are intended to be non-discriminatory, based on objective criteria and determined in a transparent manner based on target returns approved by ANRE.

Distribution tariffs The distribution segment contributes most to Electrica’s operating profitability. Electricity distribution is a regulated activity in Romania and the specific tariffs applicable to electricity distribution services must be approved by ANRE under a ‘‘tariff basket-price-cap’’ mechanism as established by Orders no. 31/2004 (applicable during the first regulatory period from 2005 to 2007), no. 39/2007 (applicable during the second regulatory period from 2008 to 2012), no. 51/2012 (applicable during the 2013 transitional year) and no. 72/2013 (applicable during the third regulatory period from 2014 to 2018). The ‘‘tariff basket- price-cap’’ methodology is intended to reduce revenue fluctuation and avoids significant fluctuation in the price charged to customers for electricity. The tariff model is based on the principle of remuneration in the tariff of justifiable costs incurred by the distribution operator, with the main source of profit for the distribution company being the return on capital employed in its distribution business. ANRE sets the required regulated annual revenue for each year of the regulatory period based on projections provided by the distribution operators according to methodology requirements. Annual revenue is established by taking

93 into account the distribution costs and the return of the regulated asset base or ‘‘RAB’’. Distribution costs include: operating and maintenance costs relating to the distribution network (such as personnel costs, raw materials and consumables, maintenance and repair, rent, insurance and services provided by third parties); depreciation and amortisation calculated from a regulatory standpoint over the RAB; taxes on network assets; the cost of electricity to cover network losses calculated based on the regulated allowance for such losses; and working capital requirements. Revenue collected from reactive energy provided by users as regulated tariffs is deducted from the required annual revenue and tariffs are typically approved for the period of one calendar year. ANRE determines the duration of regulatory periods, which are currently five years, for which the model of calculating operating cost and the principles of determining a reasonable level of network losses apply. For details regarding the methodology of calculating the distribution tariffs, see ‘‘Regulation—Tariffs—Tariff calculation methodology for energy distribution’’. The current regulatory period (the ‘‘third regulatory period’’) under which the Group operates started on 1 January 2014 and will end on 31 December 2018. It is expected that the current regulatory framework and rules regarding the determination of the RAB and distribution tariffs will remain unchanged at least until the end of 2018. ANRE sets the annual level of distribution tariffs in RON per MWh for each distribution company for each level of voltage (high, medium and low). The tariffs billed to customers are cumulated depending on the respective voltage level (i.e. the tariff for medium voltage includes the tariff for high voltage and the tariff for low voltage includes the tariff for high and medium voltage).The table below presents the regulated distribution tariffs for the years 2013, 2012 and 2011 by voltage levels and distribution company. The tariffs are presented cumulatively for medium and low voltage

1 January - 31 December 2013 1 July - 31 December 2012 1 January 2011 - 30 June 2012 High Medium Low High Medium Low High Medium Low voltage voltage voltage voltage voltage voltage voltage voltage voltage RON/MWh Transylvania Nord . 22.07 66.21 172.80 21.00 63.00 164.42 20.96 62.96 151.60 Transylvania Sud . . 22.07 66.19 195.75 21.00 62.98 186.25 21.00 59.53 174.30 Muntenia Nord . . . 18.92 63.06 209.15 18.00 60.00 199.00 15.30 53.79 190.07 Starting 1 January 2014, the electricity distribution tariffs (presented cumulatively for medium and low voltage) are as follows:

Starting 1 January 2014 High Medium Low voltage voltage voltage RON/MWh Transylvania Nord ...... 20.65 67.28 178.75 Transylvania Sud ...... 23.46 70.45 194.74 Muntenia Nord ...... 18.90 63.13 206.05 The table below sets out the average distribution tariffs for each of the Group’s distribution subsidiaries during the indicated periods:

Three month period ended 31 March Year ended 31 December 2014 2013 2013 2012 2011 RON/MWh RON/MWh RON/MWh Transylvania Nord ...... 124.43 123.17 119.26 110.33 105.60 Transylvania Sud ...... 120.05 116.54 116.36 107.73 105.89 Muntenia Nord ...... 112.28 115.40 110.97 101.54 95.92 For detailed information regarding the structure of Electrica’s regulated revenue and the contribution of distribution services in terms of value and quantities in the periods covered by the Consolidated Financial Statements, see ‘‘Business—Distribution Segment’’.

Electricity supply tariffs As a result of the implementation of the EU Second Energy Package, the deregulation of the Romanian electricity market commenced on 1 January 2007. As at the date of this Prospectus, the tariffs for supply of electricity to non-households have been completely deregulated and only the tariffs for supply of electricity to households are still subject to approval by ANRE. Household consumers are free to switch their electricity supplier, but will retain access to regulated electricity supply tariffs until this market

94 segment is fully deregulated in 2018. Since 1 January 2014, the tariffs for supply of electricity to non-households are market-driven and freely negotiable. It is possible that increased competition in this market segment which no longer operates under regulated tariffs will induce consumers to switch electricity suppliers, see ‘‘Regulation—Regulation of the Electricity Market’’, and this may result in increased migration of consumers from the Group to competitors. The Romanian electricity supply market might also experience consumer migration in the household and SME segment as liberalisation advances. However, as a result of the relatively small or non-existent savings households might achieve by switching their electricity supplier, Management expects the effect of deregulation in the household segment to be relatively small. Currently, Electrica is the electricity ‘‘supplier of last resort’’ for approximately 3.56 million customers. According to the Energy Law, Supplier of last resort means a supplier designated by the regulatory authority to provide an universal electricity supply service under specific regulated conditions. The table below illustrates the average electricity supply tariffs for the customer groups Electrica serves for the periods indicated (the tariffs include the cost of Green Certificates).

Three month period ended Year ended 31 March* 31 December(*) Tariff groups (including Green Certificates) 2014 2013 2013 2012 2011 (RON/MWh) Regulated market Household ...... 446 448 445 379 358 Non-household ...... 459 522 504 438 409 Competitive market ...... 389 438 413 358 291

Three month period ended Year ended 31 March* 31 December(*) Tariff groups (without Green Certificates) 2014 2013 2013 2012 2011 (RON/MWh) Regulated market Household ...... 410 396 402 350 349 Non-household ...... 423 470 461 409 400 Competitive market ...... 354 387 370 329 282 Until 2018, when full deregulation of the household segment is scheduled to occur, the tariffs applicable to households must be approved each year by ANRE based on reported cost categories and a regulated profit margin. The tariffs are calculated to cover the cost of electricity (including transmission, network services, distribution costs and a regulated profit margin). ANRE’s former methodology provided for a maximum of 2.5% profit calculated over the cost of electricity for the supply of households until 1 December 2013. The new methodology under ANRE Order No. 82/2013 sets a maximum limit for the profit per unit of energy sold to consumers (RON/MWh), and until applying competitive criteria for selecting last resort suppliers is implemented, the value of profit per unit of energy sold to customers will be set by ANRE. In addition, Electrica incurs supply costs which include the cost of concluding agreements, invoicing, cash collection, database management and IT and telecommunication infrastructure costs. Since 1 September 2012 and the implementation of Order no. 82/2013 suppliers of last resort are permitted, to determine in the invoice issued to end-customers who did not use their eligibility right to switch suppliers, a new electricity tariff consisting of a mix of the regulated tariff component and ‘‘the competitive market component’’ (‘‘CPC’’) as approved by ANRE. The acquisition prices paid to State- controlled producers for electricity purchased for delivery to consumers on the regulated market are also set by ANRE. The CPC tariff component is based on the average purchase price of the electricity purchased by the relevant supplier from the centralised electricity markets to be supplied to its non-household consumers and is capped at this price multiplied by 1.1. Any difference between the tariff components forecasted and fulfilled by a power supplier during the last month of a certain deregulation phase of the timetable for eliminating regulated tariffs will be adjusted in the following deregulation phase.

95 According to Law No. 134/2012 since September 2012, the cost of Green Certificates is billed to consumers separately from the tariffs for electricity. Electricity suppliers have an obligation by law to purchase each year Green Certificates on the basis of annual targets or quotas calculated by ANRE based on the gross generation from renewable sources and the total net final electricity consumption in Romania. The value of Green Certificates included in the invoice to a consumer additional to the tariff was 35.71 RON/MWh and 51.50 RON/MWh in the three month period ended 31 March 2014 and 2013, respectively and 42.74 RON/MWh, 28.98 RON/MWh and 9.03 RON/MWh in 2013, 2012 and 2011, respectively. Despite the cost of Green Certificates being billed separately for reasons of transparency as of September 2012, ANRE did not simultaneously reduce the approved tariff for the cost of the Green Certificates. This essentially resulted in duplicative charges to customers for the cost of Green Certificates (once via the original tariff incorporating the cost of Green Certificates and a second time by way of the new separate charges for the cost of Green Certificates) during the period September 2012 to July 2013. ANRE decided that these overpayments were to be returned to customers over time by way of subsequent tariff reductions. Management believes that the amount overcharged by Electrica Furnizare and, hence, the overall exposure resulting therefrom amounts to approximately RON 50 million. Since July 2013, according to the tariff approved by ANRE, the price, without accounting for Green Certificates, at which Electrica Furnizare supplies electricity to households on the regulated market decreased by 1.3%. Management believes that this industry-wide tariff reduction over the regulatory period July 2013 to July 2014 resulted in savings to Electrica Furnizare’s customers of approximately RON 20 million. Electrica Furnizare expects further tariff reductions for the regulatory period starting in July 2014 compensating customers for the entire and remaining amount of overpayments. Recent newspaper articles allege that ANRE vice-president Claudio Dumbraveanu, who is currently being investigated for bribery offences, agreed to lower the compensatory tariff-reduction from 6% to 1.3% in return for favourable contracts entered into by one of Electrica’s competitors which benefited a company with which Claudio Dumbraveanu was affiliated. For information regarding the structure of Electrica’s supplies of electricity in terms of quantities and price of electricity sold in the periods covered by the Consolidated Financial Statements, see ‘‘Business—Overview’’.

Cost of electricity purchased The most important cost item related to both Electrica’s electricity distribution and supply segments is the cost of electricity purchased. Cost of electricity purchased includes (i) the cost of electricity purchased for the purpose of supply to end consumers or to other electricity suppliers (RON 397 million in the three months period ended 31 March 2014, RON 587 million in the three months period ended 31 March 2013, RON 2,020.2 million in 2013, RON 2,269.6 million in 2012 and RON 2,846.5 million in 2011), (ii) the cost of transmission and system services (RON 70 million in the three months period ended 31 March 2014, RON 61 million in the three months period ended 31 March 2013), RON 303.6 million in 2013, RON 345.4 million in 2012 and RON 287.1 million in 2011), and (iii) the cost of electricity acquired to compensate for network losses (RON 157 million in the three months period ended 31 March 2014, RON 189 million in the three months period ended 31 March 2013), RON 521.4 million in 2013, RON 474.1 million in 2012 and RON 516.4 million in 2011). However, unless electricity purchased is supplied to consumers who buy electricity under non-regulated tariffs, the cost of electricity is passed through to the consumer and therefore does not, with the exception of electricity acquired to cover network losses, have an impact on Electrica’s results of operations. Such pass-through of these increases to the electricity regulated tariffs, however, is subject to a time lag of six-months. As a result, the Group may be exposed to short term fluctuations in the electricity price. See ‘‘Risk Factors—The Group’s financial performance could be adversely affected by changes in electricity prices and the Group has no hedging protection in place against such event’’. The Group acquires electricity from various producers, the majority of them being State-controlled companies, suppliers in the DAM and Balancing Market). Until April 2013, the Group acquired electricity to cover its network losses from State-controlled power producers mandated by ANRE and at a regulated price set by ANRE. Since 1 April 2013, however, distribution companies can acquire electricity freely on the CMBC, the DAM and the Balancing market.

96 Macroeconomic trends in the Romanian economy Electrica’s operations are based exclusively in Romania, where it generates all of its revenue. Macroeconomic trends in the Romanian economy have and are expected to continue to have an impact on Electrica’s business and results of operations. In particular, Romanian real GDP growth, industrial production, service sector growth and domestic consumption can influence the demand for and consumption of electricity. In recent years, the Romanian economy performed better than most European Union economies, and has implemented significant structural reforms. According to Eurostat, Romania’s real GDP growth amounted to 2.2% in 2011, 0.7% in 2012, and 3.5% in 2013. According to the European Commission’s ‘‘European Economic Forecast Winter 2014’’ report the 3.5% real GDP growth in Romania was supported by a strong export performance driven by a robust industrial output and a good agricultural year. In each of these years, real GDP growth was higher than the average for the EU as a whole (1.7% in 2011, 0.4% in 2012, and 0.1% in 2013). Furthermore, Romania has a large domestic market and reform agenda to liberalise its markets. According to the European Commission’s European Economic Forecast—Spring 2014 report, real GDP is estimated to continue to grow in Romania by 2.5% and 2.6% in 2014 and 2015, respectively, which is higher than the projected growth of 1.6% in 2014 and 2.0% in 2015, for the EU as a whole. This reflects increased confidence in the Romanian economy and positive international economic developments as well as reflecting the results of product and labour market reforms implemented under financial support programmes from the IMF. The table below presents Romania’s real GDP growth and selected additional macroeconomic data for Romania for the periods indicated.

Year ended 31 December 2013 2012 2011 (%) Real GDP growth* ...... 3.5 0.6 2.3 Prices—Inflation rate (annual average)* ...... 3.2 3.4 5.8 Change in gross monthly salary** ...... 5.0 4.2 4.1 Unemployment rate (percent of the labour force)* ...... 7.3 7.0 7.4

Source: *Eurostat; ** National Commission for Prognosis

Demand for electricity According to the National Institute for Statistics of Romania, in 2011, Romania’s annual electricity consumption was 53.74 TWh and decreased to 52.36 TWh in 2012, a decrease of 2.6%. According to data from the National Institute for Statistics of Romania, in 2013, electricity consumption decreased to 49.69 TWh, or 5% compared to the preceding year. Management believes that the decrease was a result of a number of factors, including the decrease in consumption by large energy intensive consumers (steel, chemical and petrochemical industries etc.) and the efficiency measures adopted by some industrial consumers. Management believes that in the mid- to long-term the continued growth of Romania’s real GDP, and of the Romanian economy generally, will have some positive impact on electricity consumption in Romania, which, in turn, will have a positive effect on Electrica’s business (in particular its supply segment) and its results of its operations. In particular, Management believes that as long as Romanian economic growth continues to outpace that of the EU, per capita electricity consumption in Romania is likely to continue to rise. Conversely, a significant slowdown in the growth of Romania’s GDP and of the Romanian economy in general could have some negative effect on energy consumption in Romania and, in turn, on Electrica’s business (in particular with respect to its supply segment) and its results of operations. See ‘‘Risk factors—Demand for electricity in Romania is dependent on various factors over which the Company has no control, such as economic, political, climatic conditions’’.

Capital expenditures A core part of Management’s business strategy includes implementing an investment plan principally in its distribution segment. Electrica’s operations require significant capital expenditures mostly connected with its operations in the electricity distribution segment. Management plans to invest RON 6,271 million in the 2014 - 2018 period. Furthermore, Electrica’s assets require periodic renovation and modernisation in

97 order to improve operational efficiency. For details of Electrica’s investment programme, see ‘‘Business— Investment Programme’’. Capital expenditures will only have the anticipated positive impact on Electrica’s result of operations to the extent they are recognised in the RAB by ANRE and considering the rate of return approved by the regulatory authority. Electrica’s capital expenditures in the three month periods ended 31 March 2014 and 2013 amounted to RON 109 million and RON 119 million, respectively, whereas in the years ended 31 December 2013, 2012 and 2011 they amounted to RON 650 million, RON 617 million and RON 554 million, respectively. The volume of capital expenditure had a material impact, and according to Electrica’s expectations, will continue to have an impact, on the results of Electrica’s operations, Electrica’s indebtedness, and future cash flows. Any delays in the implementation of the investment programme, amendments to it or any overspending in relation to it may have a material impact on Electrica’s capital expenditures in the future, and on Electrica’s operations, financial condition and development prospects. Detailed information about Electrica’s capital expenditures in the three month period ended 31 March 2014 and in the years ended 31 December 2013, 2012 and 2011, as well as the current and planned capital expenditures are presented under ‘‘Capital expenditures’’ below.

Operating expenses Electrica incurs considerable operating expenses, some of which it can influence and some of which it does not control and which bear no correlation to Electrica’s revenue and results of operation. Operating expenses that Electrica can control include electricity purchased, salaries and repair, and maintenance and materials. Operating expenses that Electrica do not control include accidental repairs and related materials, depreciation and amortisation and impairment of property, plant and equipment, tax and duties paid according to the legislation in force and taxes and wages on salaries. Electrica’s operating expenses in the three month periods ended 31 March 2014 and 2013 amounted to RON 1,124 million and RON 1,343 million, respectively, whereas in the years ended 31 December 2013, 2012 and 2011 they amounted to RON 4,951 million, RON 5,132 million and RON 5,689 million, respectively. The volume of operating expenses had a material impact, and according to Electrica’s expectations, will continue to have a material impact on the results of Electrica’s operations, Electrica’s indebtedness, and future cash flows.

Trend information and material developments post-balance sheet date Trend information Smart grid networks Smart grid networks are being introduced across European electricity distribution and supply industries. Smart grids, smart distribution networks and smart metering are intended to introduce real time adjustment to the provision of electricity within an electricity distribution and supply network in order to provide increased network flexibility and enable increased renewable electricity import, a reduction in generation capacity requirements due to increased network efficiency and a strengthening of price signalling in the market. The long term goal of these measures is to help to reduce electricity prices, increase competition and reduce CO2 emissions. The introduction of smart metering to the Romanian distribution network is a key part of the Group’s investment strategy and it was the first operator in Romania to commence a major project in respect of the same, see ‘‘Business—Strengths—Strong technological capability and management expertise’’.

Value Added Services Management intends to leverage the Group’s strong brand identity to provide new value-added services to existing and new customers, including electricity management, electricity efficiency consulting, operation and maintenance, on-site distributed electricity generation and other energy solutions to diversify its revenue streams from existing customers and generate revenue from new customers. In addition, Management intends to reinforce the terms on which the Group purchases electricity on the wholesale market by leveraging its market position and scale, increasing the efficiency of its operations by investing in its sales’ function, and improving the customer collection rate in the Group’s supply segment by streamlining its billing procedures. In Management’s view, no significant changes other than those described above occurred since 31 December 2013 in the trends concerning Electrica’s business.

98 Material developments post-balance sheet date Spin-off Under the Spin-off, interests held by Electrica in Enel Distributie Muntenia S.A., Enel Energie Muntenia S.A., Enel Distributie Banat S.A., Enel Distributie Dobrogea S.A., Enel Energie S.A., E.ON Moldova Distributie S.A., E.ON Energie Romania S.A., Electrica Soluziona S.A., Bursa Romana de Marfuri S.A. and Hidro Tarnita S.A. were transferred to SAPE. The Spin-off file was submitted to the Trade Registry on 24 March 2014 and sent to the Bucharest Tribunal for court approval, which was granted on basis of the ruling no. 343 of 10 April 2014. Subsequently, the Spin-off was registered with the Trade Registry on the basis of the certificates for amendments registration No. 160229 of 6 May 2014, issued on 9 May 2014. Through the Spin-off, Electrica transferred to SAPE (together with the interests listed above) all the rights and obligations resulting from the privatisation contracts previously signed with Enel, E.ON and CEZ for the sale of Electrica’s shares in the above mentioned entities as well as all litigations or disputes in which Electrica is currently involved with Enel, E.ON and CEZ regarding the transferred minority interests and privatisation contracts. As part of the Spin-off, Electrica’s shareholder (the State represented by the Ministry of Economy acting through the Department for Energy) has approved the decrease of the share capital of Electrica by approximately RON 431 million (by cancellation of 43,123,780 ordinary shares, each with a nominal value of RON 10). The difference between the nominal amount of the decrease of share capital and the amount of the adjustment included in the Consolidated Pro Forma Financial Information represent the effect of the application of IAS 29 ‘‘Financial Reporting in Hyperinflationary Economies’’ on the Group’s investments in these companies. See ‘‘Unaudited Pro Forma Financial Information and Reports Thereon’’. There is a possibility that the Spin-off impact to Electrica’s equity, save for the effect of the impact on the share capital, may be different than the information presented throughout the Prospectus but not to a significant extent.

Liquidation/insolvency of service subsidiaries In 2013, SEMO, SED and SEB were placed under special administration procedure, and on 19 December 2013, respectively 20 December 2013 the GMSs of SEMO, SED and SEB approved their dissolution and entry into liquidation. The procedure for selecting their liquidators started in February 2014 and on 17 April 2014 Electrica signed the contracts with the liquidators for SED and SEMO. During May 2014, the liquidators have submitted to Electrica the documentation attesting the insolvency status for SED and SEMO. For SEB, the procedure for selecting the liquidators is currently in progress. At the same time, Electrica Serv has requested the opening of the insolvency procedure for SEB. SEO also encountered financial difficulties and on 14 January 2014 its Board of Directors decided to commence of insolvency proceedings relating to this subsidiary, as part of the Reorganisation. On 14 May 2014, Dolj Court admitted the request from SEO and opened the general insolvency proceedings against SEO. For a description of the liquidation of the service subsidiaries see ‘‘Reorganisation’’. As at 31 March 2014, the carrying amount of the assets and liabilities of SEB, SED, SEMO and SEO, included in the Unaudited Interim Consolidated Financial Statements are as follows:

31 March 2014 SEMO SED SEB SEO Total (RON million) Property, plant and equipment ...... 41 14 50 36 141 Trade receivables ...... 1 2 1 4 8 Cash and cash equivalents ...... 0 1 0 0 2 Total assets ...... 42 17 51 40 151 Trade payables ...... (5) (2) (7) (2) (15) Payables to the State budget ...... (39) (22) (32) (4) (97) Social security and other salary taxes ...... (27) (15) (24) (4) (70) Provisions, employee benefits and deferred taxes ...... (8) (3) (9) (13) (33) Total liabilities ...... (79) (42) (72) (23) (215)

Source: Unaudited Consolidated Financial Statements

99 CFR repayment As at 31 March 2014 and 31 December 2013, 2012 and 2011, the gross amount of the Group receivable from CFR was RON 221 million and RON 241 million, RON 121 million and RON 609 million, respectively. CFR had significant delays in paying the invoices; therefore, significant amounts were recovered by means of compensations, forced executions or from amounts granted by the Government to CFR, especially for the payment of electricity delivered on an ad-hoc basis. Following GD no. 1246/2011 for the increase of the budget of the Ministry of Transportation and Infrastructure for the payment of debts towards energy suppliers and EGO no. 25/2012 for granting by the Ministry of Finance of a loan to CFR for the payment of debts towards energy suppliers, Electrica Furnizare and CFR signed the 2012 CFR Settlement Agreement under which an amount of approx. RON 315 million has been collected and late payment penalties of RON 238 million have been written-off. In addition, on 25 April 2014, Electrica Furnizare signed a second convention with CFR, the 2014 CFR Settlement Agreement, pursuant to which, on 13 May 2014, CFR paid the principal amount of the debts owed to Electrica Furnizare that had accrued during 2012-2013, in the sum of RON 221 million. Following that, approx. RON 30 million representing penalties for late payment will be cancelled (based on an enactment to be issued allowing Electrica Furnizare to implement such measure). See ‘‘Material Contracts—Power supply agreements between Electrica Furnizare and CFR’’

Description of key consolidated income statement items For the purposes of the following discussion of Group’s results of operations, below is an explanation of the key consolidated income statement items in the Audited Consolidated Financial Statements.

Revenue Revenue. Revenue comprises the following items: revenue from the distribution of electricity, revenue from the supply of electricity and other revenue. Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the Group, and the amount of the revenue can be measured reliably. Revenue is recognised net of VAT, excises or other taxes related to the sale. Revenue from the distribution of electricity. Revenue from the distribution of electricity comprise mainly revenue from the distribution tariffs charged for the distribution service as well as revenue from settlements on the Balancing Market and DAM. Revenue from the supply of electricity. Revenues from the supply of electricity comprises mainly the value of electricity supplied to consumers on the retail market and on the wholesale market and revenues from Green Certificates invoiced to consumers see ‘‘—Green Certificates’’ below). Electrica Furnizare is designated as the sole supplier of last resort in the Northern Muntenia, Northern Transylvania and Southern Transylvania. Other revenue. Other revenue includes mostly repairs and maintenance and other services rendered, release of depreciation of assets acquired from connection fees (customers’ contributions), reconnection fees and sale of merchandise.

Other income Other income. Other income includes mostly rent income, late payment penalties from clients and commissions for the collection of radio and TV taxes. Rent income. Rent income is generated by the distribution segment for pole and fibre optic rental to telecom companies. Commissions for the collection of radio and TV taxes. Commissions for the collection of radio and TV taxes includes radio and TV taxes. Electrica Furnizare collects on behalf of the Romanian Radio Company and the Romanian Television Company in accordance with Law no. 533/2003 that amended Law no. 41/1994.

100 Operating expenses Supply and distribution expenses. The components of supply and distribution expenses are: Electricity purchased. Electricity purchased includes the cost of electricity for the supply to consumers or to other electricity suppliers, the cost of transmission and system services, and electricity acquired to cover network losses. Green Certificates. Green Certificates are accrued in Electrica’s consolidated income statement based on the quantitative quota determined by ANRE representing the amount of Green Certificates that Electrica has to purchase for the year based on the price of Green Certificates on the CMBC. Salaries and other employee benefits. Salaries and other employee benefits include the cost of salaries and related social security contributions and other employee benefits (e.g. meal tickets, termination benefits, electricity quota, bonuses and other benefits provided under collective bargaining agreements, etc.). Repairs, maintenance and materials. Repairs, maintenance and materials include mainly maintenance and repair works to the electricity distribution network and other third party services related to repairs to technological buildings, control meters and safety equipment and maintenance of auxiliary equipment. Depreciation and amortisation. Depreciation and amortisation consists mainly of the depreciation of buildings, electricity distribution network and special constructions related to the electricity distribution networks. Impairment of property, plant and equipment, net. Impairment of property, plant and equipment, net reflects both created and reversed impairment losses. In 2012, Electrica has recorded impairment losses with respect to property, plant and equipment of the subsidiaries in financial distress (land and buildings were adjusted under a forced sale assumption, and the value of measuring and control devices, vehicles, furniture and office equipment has been estimated close to nil). Reversal of impairment/ (Impairment) of receivables, net. Reversal of impairment/ (Impairment) of receivables, net reflects impairment of receivables from clients in litigation, insolvency or bankruptcy procedures, many of them being older than three years. The Group will derecognise these receivables (together with related allowances) after the finalisation of the relevant bankruptcy process. Reversal of impairment is mostly related to the collection of electricity invoices that were recovered by means of compensations, forced executions or other means. Reversal of write down/ (Write down) of inventories, net. Reversal of write down/ (Write down) of inventories are mainly related to the inventories of the subsidiaries in financial distress. Other operating expenses. Other operating expenses comprise mainly items related to rent expenses, meter readings, printing and distribution of invoices, cash collection services, IT services, postage and telecommunication and other taxes and duties and contractual penalties.

Financial income Financial income comprises mainly interest income on deposits and foreign exchange gains on financial assets and liabilities.

Finance costs Finance costs comprise mainly interest expense, interest cost for employee benefits and net foreign exchange losses.

Income tax Income tax reported in Electrica’s consolidated income statement consists of the current tax expense and deferred tax expense/(revenue). Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years. Income tax also reflects any tax arising from dividends received by Electrica. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

101 Results of Operations Selected financial information from the consolidated income statement The table below sets out selected financial information derived from Electrica’s consolidated income statements included in the Audited Consolidated Financial Statements and Unaudited Consolidated Financial Statements as well as EBITDA and adjusted EBITDA for the periods indicated.

Three month period ended 31 March* Year ended 31 December 2014 2013 2013 2012 2011 (RON million, unless specified otherwise) Revenue ...... 1,211 1,396 5,157 5,253 5,368 Other income ...... 32 30 133 124 216 % of revenue ...... 2.6% 2.1% 2.6% 2.4% 4.0% Electricity purchased ...... 624 837 2,845 3,089 3,650 % of revenue ...... 51.5% 60.0% 55.2% 58.8% 68.0% Green Certificates ...... 92 107 414 302 91 % of revenue ...... 7.6% 7.7% 8.0% 5.7% 1.7% Salaries and other employee benefits ...... 172 177 766 755 793 % of revenue ...... 14.2% 12.7% 14.9% 14.4% 14.8% Repairs, maintenance and materials ...... 11 17 103 161 209 % of revenue ...... 0.9% 1.2% 2.0% 3.1% 3.9% Depreciation and amortisation ...... 103 98 398 398 372 % of revenue ...... 8.5% 7.0% 7.7% 7.6% 6.9% Impairment of property, plant and equipment, net ...... 0 0 13 4 7 % of revenue ...... 0.0% 0.0% 0.3% 0.1% 0.1% Impairment / (Reversal of impairment) of receivables, net . (3) (15) (21) (53) 148 % of revenue ...... (0.2)% (1.1)% (0.4)% (1.0)% 2.8% Write down / (Reversal of write down) of inventories, net . 0 0 (1) 18 14 % of revenue ...... 0.0% 0.0% 0.0% 0.3% 0.3% Other operating expenses ...... 123 123 434 458 406 % of revenue ...... 10.2% 8.8% 8.4% 8.7% 7.6% Operating profit ...... 119 83 338 246 (104) % of revenue ...... 9.8% 5.9% 6.6% 4.7% (1.9)% Finance income ...... 3 5 24 22 35 % of revenue ...... 0.2% 0.4% 0.5% 0.4% 0.7% Finance costs ...... 4 9 35 46 53 % of revenue ...... 0.3% 0.6% 0.7% 0.9% 1.0% Share of profit or loss of equity-accounted investees, net of tax...... 0 16 63 247 75 % of revenue ...... 0.0% 1.1% 1.2% 4.7% 1.4% Profit / (loss) before tax ...... 118 94 390 468 (47) Income tax expense ...... 29 12 75 53 33 Profit / (loss) for the period ...... 88 82 314 416 (80) % of revenue ...... 7.3% 5.9% 6.1% 7.9% (1.5)% EBITDA(1) ...... 222 180 749 647 275 % of revenue ...... 18.3% 12.9% 14.5% 12.3% 5.1% Adjusted EBITDA(2) ...... 219 165 727 613 436 % of revenue ...... 18.1% 11.8% 14.1% 11.7% 8.1%

Source: Unaudited Consolidated Financial Statements. (1) EBITDA is defined and calculated as consolidated profit (loss) before tax adjusted for (i) consolidated depreciation, amortisation and impairment /reversal of impairment of property, plant and equipment and intangible assets, ii) consolidated net finance (cost)/income, iii) consolidated share of profit (loss) of equity-accounted investees (as disclosed in the income statement in the Audited Consolidated Financial Statements and in the Unaudited Consolidated Financial Statements). (2) Adjusted EBITDA is defined as EBITDA adjusted for non-recurrent events (i) consolidated impairment / reversal of impairment of trade and other receivables, net and (ii) consolidated write down / reversal of write down of inventories, net (as disclosed in the income statement in the Audited Consolidated Financial Statements and in the Unaudited Consolidated Financial Statements).

102 Neither EBITDA nor Adjusted EBITDA are IFRS measures and should not be treated as alternatives to IFRS measures. Management believes that the presentation of EBITDA and Adjusted EBITDA enhances an investor’s understanding of the Group’s financial performance. These non IFRS measures are not presented in accordance with IFRS and the Group’s use of them may vary from others in the Group’s industry. These non IFRS measures have limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information as reported under IFRS. A reconciliation of net profit/ (loss) for the period/year and EBITDA and Adjusted EBITDA, is presented in ‘‘Selected Consolidated Financial and Operating Information’’.

Three months period ended 31 March 2014 as compared to the three months period ended 31 March 2013 Revenue The table below sets forth Electrica’s revenue for the periods indicated.

Three month period ended 31 March 2014 2013 (RON million) Electricity distribution ...... 536 528 External revenue ...... 136 117 Inter-segment revenue* ...... 400 411 % of revenue***...... 32.4% 28.3% Electricity supply ...... 1,103 1,312 External revenue ...... 1,059 1,251 Inter-segment revenue ...... 44 61 % of revenue***...... 66.6% 70.2% External electricity network maintenance** ...... 16 27 External revenue ...... 16 27 Inter-segment revenue ...... 0 0 % of revenue***...... 1.0% 1.5% Headquarter ...... 00 External revenue ...... 0 0 Inter-segment revenue ...... 0 0 % of revenue***...... 0.0% 0.0% Total revenue before consolidation eliminations and adjustments ...... 1,655 1,868 Consolidation eliminations and adjustments ...... (444) (472) Revenue ...... 1,211 1,396

Source: Unaudited Consolidated Financial Statements. *75% of the electricity distribution segment business was performed towards the supply segment for the three month period ended 31 March 2014; **External electricity network maintenance include repairs, maintenance and other services for electricity networks owned by other distributors (includes services provided by SEB, SED, SEMO, SEO and SEMU);***percentage of total revenue before consolidation eliminations and adjustments. Electrica’s revenue in the three month periods ended 31 March 2014 and 2013 amounted to RON 1,211 million and RON 1,396 million, respectively. The decrease of revenue by RON 185 million, or 13.3% in the three months period ended 31 March 2014 as compared to the three months period ended 31 March 2013 resulted mainly from the factors related to key line items included in revenue discussed below. The contributions to Electrica’s revenue in the three month period ended 31 March 2014 by Electrica’s distribution and supply segments were 32.4% and 66.6%, respectively; and in the three month period ended 31 March 2013 were 28.3% and 70.2%, respectively. See ‘‘—Reporting by segments’’ below. Revenue from the distribution segment increased by RON 8 million, or 1.5%, to RON 536 million in the three month period ended 31 March 2014 from RON 528 million in the three month period ended 31 March 2013. This increase was mainly attributable to an increase of 1.4% in revenue from distribution of electricity resulting from the 0.3% increase of the average regulated distribution tariff and 1.0% increase in the quantities distributed. In the three month ended 31 March 2014 and 2013, revenue from the distribution of electricity represented 90% from the total revenue of the distribution segment for both periods (other revenue representing mainly distribution of reactive energy and revenue from the release depreciation of assets acquired from connection fees).

103 Revenue from the supply segment decreased by RON 209 million or 15.9%, to RON 1,103 million in the three month period ended 31 March 2014 from RON 1,312 million in the three month period ended 31 March 2013. In the three month period ended 31 March 2014 and 2013, revenue from the supply of electricity represented 94% and 90%, respectively, of the revenue from the supply segment the difference consisting in revenue from electricity trading activities. Revenue from the electricity supply decreased by RON 143 million, or 12.1% to RON 1,034 million in the three month period ended 31 March 2014 from RON 1,177 million in the three month period ended 31 March 2013. This decrease was mainly attributable to a 5.0% decrease in the average supply tariff and to 30.7% decrease in the value of Green Certificates included in the invoice to the final consumer from 51.50 RON/MWh in the three month ended 31 March 2013 to 35.71 RON/MWh in the three month period ended 31 March 2014, in accordance with the ANRE regulation (see ‘‘Green Certificates’’ below). Additionally, the quantities supplied decreased by 4.6% due to a decrease in electricity consumption nationally as a consequence of market liberalisation. Currently, Electrica’s trading activity consists only of transactions on the Balancing Market and DAM. Electrica’s revenue from the external electricity network maintenance in the three month period ended 31 March 2014 and 2013 amounted to RON 16 million and RON 27 million, respectively. The external electricity network maintenance for these periods were performed by SEB, SED, SEMO,SEO and SEMU. A significant portion of the sales of these services subsidiaries relates to transactions with distribution companies that have been privatised such as Enel, E.On and CEZ. The financial position of SEB, SED, SEMO and SEO significantly deteriorated after the privatisation of the electricity distribution operators in the Banat, Dobrogea, Moldova and Oltenia areas. Please see also, ‘‘The Reorganisation’’.

Operating expenses The table below presents the structure of the operating expenses for the periods indicated.

Three month period ended 31 March 2014 2013 (RON million) Electricity purchased ...... 624 837 Green Certificates ...... 92 107 Salaries and other employee benefits ...... 172 177 Repairs, maintenance and materials ...... 11 17 Depreciation and amortisation ...... 103 98 Impairment / (Reversal of impairment) of trade and other receivables, net ...... (3) (15) Other operating expenses ...... 123 123 Total operating expenses ...... 1,122 1,344

Source: Unaudited Consolidated Financial Statements

Electricity purchased The table below presents the structure of the electricity purchased for the periods indicated.

Three month period ended 31 March 2014 2013 (RON million) Electricity acquired to cover network losses ...... 157 189 Transmission and system services ...... 70 61 Electricity purchased for supply and trading ...... 397 587 Total electricity purchased ...... 624 837

Source: Unaudited Consolidated Financial Statements The expense for electricity purchased decreased by RON 213 million, or 25.4%, to RON 624 million in the three month period ended 31 March 2014 from RON 837 million in the three month period ended 31 March 2013. This decrease was primarily attributable to the decrease in the cost of the electricity purchased for supply and trading by RON 190 million, or 32.4%, to RON 397 million in the three month period ended 31 March 2014 from RON 587 million in the three month period ended 31 March 2013. The

104 decrease was mainly attributable to a 4.6% decrease in quantities supplied and to a 22.6% decrease in the average electricity acquisition price. The cost of the electricity purchased to cover network losses decreased by RON 32 million, or 16.9%, to RON 157 million in the three month period ended 31 March 2014 from RON 189 million in the three month period ended 31 March 2013. The decrease was mainly attributable to an 8.9% decrease in the quantity of electricity acquired to cover the network losses and 9.0% decrease in the electricity acquisition price. As a percentage of revenue, the cost of electricity purchased was the main cost of the Group, representing 51.6% in the three month period ended 31 March 2014 and 60% in the three month period ended 31 March 2013.

Green Certificates Green Certificates are accrued in the profit and loss based on the quantitative quota determined by the regulator representing the amount of the Green Certificates that the Group has to purchase for the year and based on the price of Green Certificates on the centralised market. The cost with the acquisition of Green Certificates is a pass through cost. The cost with the acquisition of the Green Certificates decreased by RON 15 million, or 14%, to RON 92 million in the three month period ended 31 March 2014 from RON 107 million in the three month period ended 31 March 2013. This decrease was mainly attributable to the 38.3% reduction in the price of Green Certificates from RON 243 per Green Certificate in the three month period ended 31 March 2013 to RON 150 per Green Certificate in the three month ended 31 March 2014. In 2014, the regulatory Green Certificates quota imposed to the electricity suppliers by ANRE increased to 0.237 Green Certificates per MWh supplied from 0.2117 Green Certificates per MWh supplied for the three month period ended 31 March 2013. As a percentage of revenue, the cost with the acquisition of Green Certificates represented 7.6% in the three month period ended 31 March 2014 and 7.7% in the three month period ended 31 March 2013.

Salaries and employee benefits Expense for salaries and employee benefits decreased by RON 5 million, or 2.8%, to RON 172 million in the three month period ended 31 March 2014 from RON 177 million in the three month period ended 31 March 2013. This decrease was primarily attributable to lay-offs implemented by Electrica Serv in 2013. As a percentage of revenue, the expense for salaries and employee benefits represented 14.2% in the three month period ended 31 March 2014 and 12.7% in the three month period ended 31 March 2013.

Repairs, maintenance and materials Repairs, maintenance and materials expenses decreased by RON 6 million, or 35.3%, to RON 11 million in the three month period ended 31 March 2014 from RON 17 million in the three month period ended 31 March 2013. This decrease was primarily attributable to a decrease of activity of the services companies of the Group performing external electricity network maintenance. As a percentage of revenue, the expense for repairs, maintenance and materials represented 0.9% in the three month period ended 31 March 2014 and 1.2% in the three month period ended 31 March 2013.

Other operating expenses Other operating expenses remained relatively constant in the three month period ended 31 March 2014 and 2013. As a percentage of revenue, other expenses represented 10.2% in the three month period ended 31 March 2014 and 8.8% in the three month periods ended 31 March 2013.

Profit before tax As a result of the factors described above, profit before tax increased by RON 24 million, or 25.5% to RON 118 million in the three month period ended 31 March 2014 from RON 94 million in the three month period ended 31 March 2013.

105 Income tax The income tax increased by RON 17 million, or 141.7%, to RON 29 million in the three month period ended 31 March 2014 from RON 12 million in the three month period ended 31 March 2013. This increase was primarily attributable to an increase in the profitability of the distribution segment.

Net profit for the period For the reasons discussed above, net profit for the year increased by RON 6 million, or 8.2%, to RON 88 million in the three month period ended 31 March 2014 from RON 82 million in the three month period ended 31 March 2013.

EBITDA

Three month period ended 31 March 2014 2013 (RON million) EBITDA(*) Electricity distribution segment ...... 187 147 Electricity supply segment ...... 60 49 External electricity network maintenance ...... (23) (18) Headquarter segment ...... (1) 2 EBITDA Electrica Group ...... 222 180

Source: Unaudited Consolidated Financial Statements * EBITDA for operating segments is defined and calculated as segment profit (loss) before tax adjusted for (i) segment depreciation, amortisation and impairment /reversal of impairment of property, plant and equipment and intangible assets, ii) segment net finance (cost)/income, iii) share of profit (loss) of equity-accounted investees (as disclosed in the income statement in the Unaudited Consolidated Financial Statements). EBITDA is not an IFRS measure and should not be treated as alternative to IFRS measures. Management believes that the presentation of EBITDA enhances an investor’s understanding of the Group’s financial performance. This non IFRS measure is not presented in accordance with IFRS and the Group’s use of them may vary from others in the Group’s industry. This non IFRS measure has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information as reported under IFRS. A reconciliation of net profit/(loss) for the period/year and EBITDA, is presented in ‘‘Selected Consolidated Financial and Operating Information’’. EBITDA increased by RON 42 million or 23.3%, to RON 222 million in the three month period ended 31 March 2014 from RON 180 million in the three month period ended 31 March 2013. EBITDA from the distribution segment increased by RON 40 million or 27.2% to RON 187 million in the three month period ended 31 March 2014 from RON 147 million in the three month period ended 31 March 2013. This increase was primarily attributable to an increase of 1.4% in the revenue from the electricity distribution and a decrease of 17% of the cost of the electricity acquired to compensate for network losses. EBITDA from the supply segment increased by RON 11 million or 22.4% to RON 60 million in the three month period ended 31 March 2014 from RON 49 million in the three month period ended 31 March 2013. This evolution was primarily attributable to a decrease of 32.4% in the cost of the electricity purchased for supply and trading that partially offset the decrease of 15.9% in the revenue from the supply segment. As a percentage of revenue, EBITDA for the three month periods ended 31 March 2014 and 2013 was 18.3% and 12.9%, respectively.

106 Year ended 31 December 2013 as compared to the year ended 31 December 2012 and the year ended 31 December 2012 as compared to the year ended 31 December 2011 Revenue The below table sets forth Electrica’s revenue for the periods indicated.

Year ended 31 December 2013 2012 2011 (RON million) Distribution of electricity ...... 2,056 1,944 1,873 External revenue ...... 486 447 423 Inter-segment revenue** ...... 1,570 1,498 1,449 % of revenue***...... 29.6% 28.2% 27.0% Supply of electricity ...... 4,780 4,801 4,825 External revenue ...... 4,570 4,653 4,710 Inter-segment revenue ...... 210 147 115 % of revenue***...... 68.9% 69.6% 69.6% External electricity network maintenance ...... 101 153 235 External revenue ...... 101 153 235 Inter-segment revenue ...... ——— % of revenue***...... 1.5% 2.2% 3.4% Headquarter ...... ——— External revenue ...... ——— Inter-segment revenue ...... ——— % of revenue***...... 0.0% 0.0% 0.0% Total revenue before consolidation eliminations and adjustments ...... 6,937 6,898 6,932 Consolidation eliminations and adjustments ...... (1,780) (1,645) (1,564) Revenue ...... 5,157 5,253 5,368

Source: Audited Consolidated Financial Statements. *for the year ended 31 December 2013, 76% of the electricity distribution segment business is performed towards the supply segment; **External electricity network maintenance include repairs, maintenance and other services for electricity networks owned by other distributors (includes services provided by SEB, SED, SEMO, SEO and SEMU); *** percentage of total revenue before consolidation eliminations and adjustments. Electrica’s revenue in the years ended 31 December 2013, 2012 and 2011 amounted to RON 5,157 million, RON 5,253 million and RON 5,368 million, respectively. The decrease in revenue of RON 96 million, or 1.8%, in the year ended 31 December 2013 as compared to the year ended 31 December 2012 and the decrease in revenue of RON 115 million, or 2.2%, in the year ended 31 December 2012 as compared to the year ended 31 December 2011, resulted primarily from the factors discussed below. The contributions to Electrica’s revenue by the distribution and supply segments for the year ended 31 December 2013 were 29.6% and 68.9%, respectively; for the year ended 31 December 2012 were 28.2% and 69.6%, respectively; and for the year ended 31 December 2011 were 27%, and 69.6%, respectively. See ‘‘—Reporting by segments’’ below. Revenue from the distribution segment increased by RON 112 million, or 5.8%, to RON 2,056 million in the year ended 31 December 2013 from RON 1,944 million in the year ended 31 December 2012. This increase was mainly attributable to an increase of 7.2% in revenue from distribution of electricity resulting from the 8.6% increase of the average regulated distribution tariff that partially offset the 1.2% decrease in the quantities distributed. Revenue from the distribution segment increased by RON 71 million, or 3.8%, to RON 1,944 million in the year ended 31 December 2012 from RON 1,873 million in the year ended 31 December 2011. This increase was mainly attributable to an increase of 4.6% in revenue from distribution of electricity resulting from the 4.1% increase of the average regulated distribution tariff in the second half of 2012 and a relatively constant level of quantities distributed. In 2013, 2012 and 2011, revenue from the distribution of electricity represented 90%, 89% and 88%, respectively from the total revenue of the distribution segment (other revenue representing mainly distribution of reactive energy and revenue from the release of connection fees). Revenue from the supply segment decreased by RON 21 million or 0.4%, to RON 4,780 million in the year ended 31 December 2013 from RON 4,801 million in the year ended 31 December 2012. In 2013, 2012 and 2011, revenue from the supply of electricity represented 91%, 87% and 83%, respectively, of the revenue from the supply segment the difference consisting in revenue from electricity trading activities.

107 Revenue from the electricity supply increased by RON 216 million, or 5.2% to RON 4,370 million in the year ended 31 December 2013 from RON 4,154 million in the year ended 31 December 2012. This increase was mainly attributable to a 13% increase in the average supply tariff. Additionally, the regularized value of the Green Certificates included in the invoice to the final consumer increased from RON 28.98 per MWh in 2012 to RON 42.74 per MWh in 2013, by 47%, following the increase in the quota of Green Certificates, see ‘‘Green Certificates’’ below. This increase in tariffs (inclusive of Green Certificates) offset the 9.1% decrease in quantities supplied due to a decrease in electricity consumption nationally and the cessation of supply to one of Electrica’s major clients, Oltchim which is currently in insolvency, as well as to other clients facing financial difficulties. Revenue from the supply segment decreased by RON 24 million or 0.5%, to RON 4,801 million in the year ended 31 December 2012 from RON 4,825 million in the year ended 31 December 2011. Revenue from the electricity supply increased by RON 127 million, or 3.15% to RON 4,154 million in the year ended 31 December 2012 from RON 4,027 million in the year ended 31 December 2011. This increase was mainly attributable to a 6% increase in the average supply tariffs. Additionally, the value of Green Certificates included in the invoice to the consumer increased from RON 9.03 per MWh in 2011 to RON 28.98 per MWh in 2012, by 221%, following the increase in the quota of Green Certificates. This increase in tariffs (inclusive of Green Certificates) offset the 8.2% decrease in quantities supplied due to a decrease of the electricity consumption at the national level and, starting the second half of 2012, cessation of supply to Oltchim. Revenue from the supply segment was also affected by the decrease of the revenue from Electrica’s trading activity by 37% in 2013 as compared to 2012 and by 19% in 2012 as compared to 2011. Currently, Electrica’s trading activity consists only of transactions on the Balancing Market and DAM. Electrica’s revenue from the external electricity network maintenance in the years ended 31 December 2013, 2012 and 2011 amounted to RON 101 million, RON 153 million and RON 235 million, respectively. The external electricity network maintenance for these periods was performed by SEB, SED, SEMO, SEO and SEMU. A significant portion of the sales of these services subsidiaries relates to transactions with distribution companies that have been privatised, such as Enel, E.On and CEZ. The financial position of SEB, SED, SEMO and SEO significantly deteriorated after the privatisation of the electricity distribution operators in the Banat, Dobrogea, Moldova and Oltenia areas. See ‘‘The Reorganisation’’.

Operating expenses The table below presents the structure of the operating expenses for the periods indicated.

Year ended 31 December 2013 2012 2011 (RON million) Electricity purchased ...... 2,845 3,089 3,650 Green Certificates ...... 414 302 91 Salaries and other employee benefits ...... 766 755 793 Repairs, maintenance and materials ...... 103 161 209 Depreciation and amortisation ...... 398 398 372 Impairment of property, plant and equipment, net ...... 13 4 7 Impairment / (Reversal of impairment) of trade and other receivables, net .... (21) (53) 148 Write down / (Reversal of write down) of inventories, net ...... (1) 18 14 Other operating expenses ...... 434 458 406 Total operating expenses ...... 4,951 5,132 5,690

Source: Audited Consolidated Financial Statements.

108 Electricity purchased The table below presents the structure of the electricity purchased for the periods indicated.

Year ended 31 December 2013 2012 2011 (RON million) Electricity acquired to cover network losses ...... 521 474 516 Transmission and system services ...... 304 345 287 Electricity purchased for supply and trading ...... 2,020 2,270 2,846 Total electricity purchased ...... 2,845 3,089 3,650

Source: Audited Consolidated Financial Statements. The cost of electricity purchased decreased by RON 244 million, or 7.9%, to RON 2,845 million in the year ended 31 December 2013 from RON 3,089 million in the year ended 31 December 2012. This decrease was primarily attributable to the decrease in the cost of the electricity purchased for supply and trading by RON 250 million, or 11%, to RON 2,020 million in the year ended 31 December 2013 from RON 2,270 million in the year ended 31 December 2012. The decrease was mainly attributable to the following factors: (i) a decrease in quantities supplied, (ii) an increase of 4% in the average electricity acquisition price and (iii) a decrease of 19% in the electricity trading activity. According to the current legislation, more than 80% of the electricity acquisition contracts related to electricity supplied to consumers on the regulated market are regulated. Therefore, the electricity acquisition prices depend on the type of electricity producer that has been mandated by ANRE. The cost of the electricity acquired to cover network losses increased by RON 47 million, or 9.9%, to RON 521 million in the year ended 31 December 2013 from RON 474 million in the year ended 31 December 2012. The increase was mainly attributable to a 10% increase in the acquisition price. The cost of electricity purchased decreased by RON 561 million, or 15.4%, to RON 3,089 million in the year ended 31 December 2012 from RON 3,650 million in the year ended 31 December 2011. This decrease was primarily attributable to the decrease in the cost of the electricity purchased for supply and trading by RON 576 million, or 20.2%, to RON 2,270 million in the year ended 31 December 2012 from RON 2,846 million in the year ended 31 December 2011. The decrease was mainly attributable to the following factors: (i) a decrease in quantities supplied, (ii) a decrease of 5% in the average electricity acquisition price and (iii) a decrease of 19% in the electricity trading activity. In 2012, Electrica mostly acquired electricity from producers with lower tariffs such as Hidroelectrica as opposed to 2011 when weather conditions caused Hidroelectrica to declare force majeure and Electrica was forced to buy electricity from more expensive thermo electric (i.e. coal fired) power producers. The cost of electricity acquired to cover network losses decreased by RON 42 million, or 8.1%, to RON 474 million in the year ended 31 December 2012 from RON 516 million in the year ended 31 December 2011. The decrease was mainly attributable to a 9% decrease in its acquisition price. As a percentage of revenue, the cost of electricity purchased was the main cost of the Group, representing 55% in the year ended 31 December 2013, 59% in the year ended 31 December 2012 and 68% in the year ended 31 December 2011.

Green Certificates The impact of the acquisition and sale of Green Certificates is accrued in the consolidated income statement of the Group based on the quantitative quota determined by ANRE representing the amount of Green Certificates that the Group has to purchase for the year and based on the price of Green Certificates on the Green Certificates Market. The cost of acquisition of Green Certificates is passed through to customers. The cost of acquisition of Green Certificates increased by RON 112 million, or 37.1%, to RON 414 million in the year ended 31 December 2013 from RON 302 million in the year ended 31 December 2012. This increase was mainly attributable to the fact that in 2013 ANRE almost doubled the regulatory Green Certificates quota imposed to the electricity suppliers from 0.1188 Green Certificates per MWh supplied in 2012 to 0.224 Green Certificates per MWh supplied in 2013. This increase was partially offset by a 22% reduction in the price of Green Certificates from RON 244 per Green Certificate in 2012 to an average of RON 191 per Green Certificate in 2013.

109 The cost of acquisition of Green Certificates increased by RON 211 million, or 232%, to RON 302 million in the year ended 31 December 2012 from RON 91 million in the year ended 31 December 2011. This increase was mainly attributable to the fact that in 2012 ANRE tripled the regulatory Green Certificates quota imposed to the electricity suppliers from 0.03746 Green Certificates per MWh supplied in 2011 to 0.1188 Green Certificates per MWh supplied in 2012. The price of Green Certificates increased by 1.2% from RON 241 per Green Certificate in 2011 to RON 244 per Green Certificate in 2012.

Salaries and employee benefits The table below presents the structure and level of the salaries and employee benefits costs for the periods indicated.

Year ended 31 December 2013 2012 2011 (RON million) Wages and salaries ...... 563 559 575 Social security contributions ...... 165 165 153 Meal tickets ...... 21 21 23 Termination benefits ...... 4 1 42 Other employee benefits ...... 13 8 0 Total ...... 766 755 793

Source: Audited Consolidated Financial Statements. Salaries and employee benefits increased by RON 11 million, or 1.46%, to RON 766 million in the year ended 31 December 2013 from RON 755 million in the year ended 31 December 2012. This increase was attributable to employee bonuses accrued by the distribution companies and by lay-off expenses incurred by Electrica Serv. Electrica’s employees benefit from a bonus mechanism established by law. According to Government Ordinance no. 64/2001 and Minister of Finance Order no. 144/2005, companies controlled by the State which have established in their budgets the obligation of participation to the profit of their employees based on the financial results for the year, may grant these rights limited to 10% of the net profit, but no more than the average monthly basic salary at the entity level, in the respective financial year. During 2013, the Group used a restructuring provision of RON 3.7 million raised in 2012, on settlement of lay-off liabilities. As a percentage of revenue, the salaries and employee benefits increased slightly to 14.9% in the year ended 31 December 2013 from 14.4% in the year ended 31 December 2012. Salaries and employee benefits decreased by RON 38 million, or 4.8%, to RON 755 million in the year ended 31 December 2012 from RON 793 million in the year ended 31 December 2011. The decrease was primarily attributable to the restructuring of Electrica Serv and the Spin-off and implementation of a collective lay-off plan for its employees. During 2011, the Group used the restructuring provision of RON 41.9 million recorded in 2010, after the lay-off of 1,354 employees, on settlement of lay-off liabilities. As a percentage of revenue, the salaries and employee benefits decreased to 14.4% in the year ended 31 December 2012 from 14.8% in the year ended 31 December 2011.

Repairs, maintenance and materials Repairs, maintenance and materials expenses decreased by RON 58 million, or 36%, to RON 103 million in the year ended 31 December 2013 from RON 161 million in the year ended 31 December 2012. The decrease was primarily attributable to a decrease of activity of the services companies of the Group performing external electricity network maintenance, as well as a decrease in accidental and force majeure repair costs with both factors leading to lower expenses for spare parts and other materials. Repairs, maintenance and materials expenses decreased by RON 47 million, or 23%, to RON 161 million in the year ended 31 December 2012 from RON 209 million in the year ended 31 December 2011. The decrease was primarily attributable to a decrease of external electricity network maintenance by the Group’s service companies. As a percentage of revenue, repairs, maintenance and materials expenses amounted to 2%, 3% and 4% in the years ended 31 December 2013, 2012 and 2011, respectively.

110 Impairment / (Reversal of impairment) of trade and other receivables, net The table below presents the movements in the impairment of trade and other receivables for the periods indicated.

Year ended 31 December 2013 2012 2011 (RON million) Impairment of Trade receivables Balance as at 1 January ...... 1,189 1,443 1,298 Impairment recognised ...... 54 67 288 Impairment reversed ...... (75) (134) (143) Amounts written-off ...... (2) (188) — Balance as at 31 December ...... 1,166 1,189 1,443 Impairment of Other receivables Balance as at 1 January ...... 39 25 22 Impairment recognised ...... 1 27 3 Impairment reversed ...... (12) — Amounts written-off ...... (5) — — Balance as at 31 December ...... 35 39 25 Impairment / (Reversal of impairment) of trade and other receivables ...... (21) (53) 148

Source: Audited Consolidated Financial Statements. A significant part of the Group’s bad debt allowances refer to customers in litigation, insolvency or bankruptcy procedures, many of them being older than three years. As at 31 December 2013, 33% of the Group’s gross trade receivable balances are older than three years. Electrica will derecognise these receivables together with the related allowances after the finalisation of the relevant bankruptcy process relating to their customers. Significant movements recorded in the impairment of trade and other receivables during the indicated period relate mainly to receivables due from Oltchim and CFR. On 31 December 2011, the Group receivable from CFR was about RON 609 million (provisioned for 55%). CFR had significant delays in paying the invoices; therefore, significant amounts were recovered by means of compensations, forced executions or from amounts granted by the Government to CFR, especially for the payment of electricity on an ad-hoc basis. As a result of such aids granted by the State, in 2012 Electrica Furnizare and CFR signed the 2012 CFR Settlement Agreement under which an amount of RON 315 million has been collected and late payment penalties of RON 238 million have been written-off. Consequently, the Group released allowances of RON 96 million related to the amounts collected and used an allowance of RON 181 million related to the penalties cancelled. In 2012 and 2013, the remaining provision for CFR receivables was reversed and in 2013 no provisions were recorded for CFR receivables. See ‘‘Material Contracts—Power supply agreements between Electrica Furnizare with CFR’’. During the indicated period, significant allowances were booked for Oltchim, due to its financial difficulties, which entered in insolvency in January 2013. The receivable from Oltchim in amount of RON 715 million has been fully provisioned during the indicated period.

111 Other operating expenses The table below presents the structure and level of other operating expenses for the periods indicated.

Year ended 31 December 2013 2012 2011 (RON million) Rent...... 49 43 37 Meter readings ...... 38 36 34 Printing and distribution of invoices ...... 35 33 47 Cash collection services ...... 26 25 25 IT services ...... 38 48 48 Postage and telecommunication ...... 28 21 23 Utilities ...... 29 28 29 Security ...... 7 6 7 Call center ...... 7 5 6 Penalties to the State for late payment of taxes ...... 13 29 57 Contractual penalties ...... 24 10 14 Other taxes and duties ...... 46 26 26 Movement in provisions ...... 5 27 (42) Legal and consultancy fees ...... 10 10 3 Cost of the merchandise sold ...... 10 10 15 Bank commissions ...... 10 10 6 Other ...... 62 91 68 Total other operating expenses ...... 434 458 406

Source: Audited Consolidated Financial Statements. Other operating expenses decreased by RON 24 million, or 5%, to RON 434 million in the year ended 31 December 2013 from RON 458 million in the year ended 31 December 2012 and increased by RON 52 million, or 13%, to RON 458 million in the year ended 31 December 2012 from RON 406 million in the year ended 31 December 2011. As a percentage of revenue, other operating expenses amounted to 8.4%, 8.7% and 7.6% in the years ended 31 December 2013, 2012 and 2011. The main changes in the evolution of other operating expenses during the period under review occurred at the level of penalties to the State for late payment of taxes, contractual penalties, other taxes and duties and provisions (restructuring & other). Penalties to the State for late payment of taxes represent fiscal obligations of the Group to the State mainly in relation to Electrica Serv including, VAT, social insurance contribution for its employees and other payables to the State budget, that were rescheduled for a period of 48 months from August 2012. GD no. 5/2013 introduced a monopoly tax on the distribution activity of RON 0.75 per MWh which resulted in additional tax expenses of RON 11 million. As a result other taxes and duties increased in 2013. However, the monopoly tax is passed through to consumers of the Group. The increase in contractual penalties registered in 2013 relates to penalties incurred by the Group from the early termination of several contracts with electricity producers due to unfavourable pricing conditions. Provision expenses include mainly provisions for litigation and other risks and provisions for restructuring. The provisions raised in 2013 refer mainly to fiscal risks and litigations with the Romanian Fiscal Authority, ANAF for late payment penalties claimed by the fiscal authority. During 2013, the Group used a restructuring provision of RON 3.7 million raised in 2012 on settlement of termination benefits and reversed provisions related to litigations and other risks of RON 15.8 million. The main provisions recorded in 2012 refer to RON 15.6 million representing claims of individuals over land of the Group; RON 2.6 million representing damages claimed by a company for flaws in the electricity network; and RON 8.6 million representing late payment penalties claimed by ANAF. In 2012, the Group provisioned in the amount of RON 16.5 million for losing litigation with ANAF and reversed provisions related to litigations and other risks of RON 8.7 million. The main provisions recorded in 2011 refer to RON 8.2 million representing late payment penalties claimed by ANAF. During 2011, the Group used a restructuring provision of RON 41.9 million recorded in 2010 after the lay-off of 1,354 employees on settlement of termination benefits.

112 Other includes expenses such as marketing, transportation, losses related to assets sold, etc. This represents 14.3% of the total other operating expenses in the year ended 31 December 2013, 19.9% in the year ended 31 December 2012 and 16.7% in the year ended 31 December 2011.

Net finance costs The table below presents Electrica’s net finance cost for the periods indicated.

Year ended 31 December 2013 2012 2011 (RON million) Interest income on deposits ...... 23 22 28 Other finance income ...... 0 0 8 Total finance income ...... 24 22 35 Interest expense ...... (20) (28) (33) Interest cost for employee benefits ...... (12) (13) (13) Net foreign exchange losses ...... (2) (2) (5) Other finance costs ...... (1) (2) (2) Total finance costs ...... (35) (46) (53) Net finance cost ...... (12) (24) (17)

Source: Audited Consolidated Financial Statements. Net finance cost decreased by RON 12 million, or 50%, to RON 12 million in the year ended 31 December 2013 from RON 24 million in the year ended 31 December 2012. The decrease was primarily attributable to a decrease in interest expense due to repayments of bank borrowings and financial leases. Net finance cost increased by RON 7 million, or 41.2%, to RON 24 million in the year ended 31 December 2012 from RON 17 million in the year ended 31 December 2011. The change in net finance cost was primarily attributable to a decrease in the total finance income by 37.5% mainly due to a decrease in the interest income on deposits and a decrease in the total finance costs by 12.3% mainly due to a decrease in the interest expense due to repayments of bank borrowings and financial leases.

Profit before tax As a result of the factors described above, profit before tax decreased by RON 78 million, or 16.7% to RON 390 million in the year ended 31 December 2013 from RON 468 million in the year ended 31 December 2012 and profit before tax increased by RON 515 million, to RON 468 million in the year ended 31 December 2012 from a loss of RON 47 million in the year ended 31 December 2011.

Income tax The table below presents Electrica’s income tax for the periods indicated.

Year ended 31 December 2013 2012 2011 (RON million) Current tax expense ...... 62 48 38 Deferred tax expense/ (release) ...... 13 5 (5) Total income tax ...... 75 53 33

Source: Audited Consolidated Financial Statements. Electrica’s income tax increased by RON 22 million, or 41.5%, to RON 75 million in the year ended 31 December 2013 from RON 53 million in the year ended 31 December 2012. The current tax expense increased by RON 14 million, or 29.2%, to RON 62 million in the year ended 31 December 2013 from RON 48 million in the year ended 31 December 2012. The increase was mainly attributable to changing the destination of statutory reserves from release of revaluation reserve. Electrica recorded in 2013 an amount of RON 11 million current income tax on this operation. The deferred tax expense increased by RON 8 million, or 160%, to RON 13 million in the year ended 31 December 2013 from RON 5 million in the year ended 31 December 2012. In 2012, deferred tax releases were performed in connection with tax

113 losses carried forward (deferred tax revenue of RON 26 million) and with changes in the value of property, plant and equipment (deferred tax revenue of RON 12 million) which offset the deferred tax expense related to changes in the impairment of trade receivables (deferred tax expense of RON 42 million). In 2013, the deferred tax expense resulted mainly from changes in the impairment of trade receivables (deferred tax expense of RON 10 million). The effective tax rates were 19% and 11% in the years ended 31 December 2013 and 31 December 2012, respectively. Electrica’s income tax increased by RON 20 million, or 60.6%, to RON 53 million in the year ended 31 December 2012 from RON 33 million in the year ended 31 December 2011. The current tax expense increased by RON 10 million, or 26%, to RON 48 million in the year ended 31 December 2012 from RON 38 million in the year ended 31 December 2011. In 2011, deferred tax releases were performed in connection with employee benefits (deferred tax revenue of RON 5 million) and with changes in the value of property, plant and equipment (deferred tax revenue of RON 2 million) which offset a deferred tax expense related to the changes in the impairment of trade receivables (deferred tax expense of RON 3 million). The effective tax rates were 11% and 71% in the years ended 31 December 2012 and 31 December 2011, respectively. Deferred tax assets have not been recognised in respect of the following items, because it is not probable that future taxable profit will be available to set it against at the relevant Group entity.

Year ended 31 December 2013 2012 2011 (RON million) Tax losses ...... 263 383 319 Tax losses recorded by companies within the Group have been generated and expire as follows:

Tax Losses Year ended 31 December Year when the tax loss was generated: 2013 2012 2011 (RON million) 2013 (expiring in 2020) ...... 66 — — 2012 (expiring in 2019) ...... 70 70 — 2011 (expiring in 2018) ...... — 67 67 2010 (expiring in 2016 - 2017) ...... 67 67 67 2009 (expiring in 2014) ...... 60 67 67 2008 (expiring in 2013) ...... — 112 118 Total ...... 263 383 319 The Group has not recognised deferred tax assets for tax losses related to the service subsidiaries with financial difficulties. The Group also has not recognised deferred tax assets for tax losses generated before 2011 (this was generated by one company within the Group), as it is considered unlikely that future taxable profit would be sufficient to recover such assets.

Net profit/(loss) for the financial year For the reasons discussed above, Electrica’s net profit for the year decreased by RON 102 million, or 24.5%, to RON 314 million in the year ended 31 December 2013 from RON 416 million in the year ended 31 December 2012. Electrica’s net profit for the year increased by RON 496 million, or 620%, to RON 416 million in the year ended 31 December 2012 from a loss of RON 80 million in the year ended 31 December 2011.

114 EBITDA The table below presents Electrica’s EBITDA for the periods indicated:

Year ended 31 December 2013 2012 2011 (RON million) EBITDA(*) Electricity distribution segment ...... 681 623 440 Electricity supply segment ...... 117 116 (110) External electricity network maintenance segment ...... (42) (92) (32) Headquarter segment ...... (7) — (23) EBITDA Electrica Group ...... 749 647 275

Source: Audited Consolidated Financial Statements * EBITDA for operating segments is defined and calculated as segment profit (loss) before tax adjusted for (i) segment depreciation, amortisation and impairment/reversal of impairment of property, plant and equipment and intangible assets, ii) segment net finance (cost)/income, and (iii) share of profit (loss) of equity-accounted investees (as disclosed in the income statement) . EBITDA is not an IFRS measure and should not be treated as alternative to IFRS measures. Management believes that the presentation of EBITDA enhances an investor’s understanding of the Group’s financial performance. This non IFRS measure is not presented in accordance with IFRS and the Group’s use of them may vary from others in the Group’s industry. This non IFRS measure has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information as reported under IFRS. A reconciliation of net profit/(loss) for the period/year and EBITDA, is presented in ‘‘Selected Consolidated Financial and Operating Information’’. EBITDA increased by RON 102 million or 15.8% to RON 749 million in the year ended 31 December 2013 from RON 647 million in the year ended 31 December 2012. EBITDA from the distribution segment increased by RON 58 million or 9.3% to RON 681 million in the year ended 31 December 2013 from RON 623 million in the year ended 31 December 2012. The increase was primarily attributable to an increase of 7.2% in revenue from electricity distribution mainly due to an 8.6% increase in the average regulated distribution tariff, partially offsetting a 1.2% decrease in quantities distributed and a 2.5% increase in operating expenses. EBITDA from the supply segment remained relatively constant in the year ended 31 December 2013 and in the year ended 31 December 2012. EBITDA increased by RON 372 million or 135.3% to RON 647 million in the year ended 31 December 2012 from RON 275 million in the year ended 31 December 2011. EBITDA from the distribution segment increased by RON 183 million or 41.6% to RON 623 million in the year ended 31 December 2012 from RON 440 million in the year ended 31 December 2011. The increase was primarily attributable to an increase of 4.6% in revenue from distribution of electricity resulting from the 4.1% increase of the average regulated distribution tariff and a relatively constant level of quantities distributed while the operating expenses decreased by 3.5%. EBITDA from the supply segment increased by RON 226 million to RON 116 million in the year ended 31 December 2012 from a negative EBITDA of RON 110 million in the year ended 31 December 2011. In 2011 EBITDA has been influenced by the impairment losses recorded by Electrica for Oltchim in amount of RON 227 million. In 2012, Electrica collected receivables from CFR in the amount of RON 315 million and late payment penalties of RON 238 million have been written-off. Consequently, the Group released allowances of RON 96 million related to the amounts collected and used an allowance of RON 181 million related to the penalties cancelled. See ‘‘Material Contracts—Power supply agreements between Electrica Furnizare with CFR’’. As a percentage of revenue, EBITDA for the years ended 31 December 2013, 2012 and 2011 was 14.5%, 12.3% and 5.1%, respectively.

Reporting by Segments The external financial reporting of the Group is based on business segments. The Group’s core business segments are distribution and supply of electricity. In addition, the Group has two other segments being external electricity network maintenance services and headquarter. For the purpose of this Prospectus, management considers these two additional segments to be non-material and non-core to the Group.

115 The electricity distribution segment includes the distribution of electricity and other activities directly or indirectly related to the distribution business, including operation of a maintenance and service business, related to its own distribution network. The electricity supply segment comprises the activity of purchasing and supplying electricity to consumers. Third party electricity network maintenance includes repairs, maintenance and other services for electricity networks owned by other distributors and headquarter include corporate services at parent level.

Three month period ended 31 March 2014 as compared to the three month period ended 31 March 2013 The table below shows the allocation of selected financial data to the four business segments for the three month periods ended 31 March 2014 and 2013.

External electricity Total for Consolidated Three month period ended Electricity Electricity network reportable eliminations and Consolidated 31 March 2014 supply distribution maintenance Headquarter segments adjustments total (RON million) External revenue ...... 1,059 136 16 0 1,211 0 1,211 Inter-segment revenue . . . 44 400 0 0 444 (444) 0 Segment revenue ...... 1,103 536 16 0 1,655 (444) 1,211 Segment profit (loss) before tax ...... 59 86 (24) (3) 118 0 118 Net finance (cost)/income . 0 0 0 (2) (1) 0 (1) Depreciation, amortisation and impairment of PP&E, net ...... (1) (100) (1) (1) (103) 0 (103) EBITDA* ...... 60 187 (23) (1) 222 0 222 Segment net profit (loss) . . 42 74 (24) (3) 88 0 88 Salaries and other employee benefits ..... (19) (128) (21) (4) (172) 0 (172) Share of profit (loss) of equity accounted investees ...... 0 0 0 0 0 0 0 Segment assets ...... 1,226 6,767 362 268 8,624 1,492 10,116 Trade and other receivables 1,012 633 41 0 1,686 (630) 1,056 Cash and cash equivalents . 113 404 2 148 668 0 668 Assets held for distribution 0 0 0 2,232 2,232 0 2,232 Trade and other payables, and short term employee benefits ...... 784 327 398 2 1,511 (538) 973 Bank overdrafts ...... 0 12 0 26 38 0 38 Financing for PP&E and finance lease ...... 0 251 0 0 251 0 251 Capital expenditure ..... 1 108 0 0 109 0 109

116 Distribution Distribution Distribution Electricity Total Three month period ended Muntenia Transilvania Transilvania network Electricity 31 March 2014 Nord Nord Sud maintenance Eliminations distribution (RON million) External revenue ...... 43 40 50 3 0 136 Inter-segment revenue ...... 144 125 128 80 (78) 400 Segment revenue ...... 187 165 179 83 (78) 536 Segment profit (loss) before tax ...... 26 34 27 (1) 0 86 Net finance (cost)/income .... 1 0 (1) 0 0 0 Depreciation, amortisation and impairment of PP&E, net . . (26) (35) (36) (4) 0 (100) EBITDA* ...... 51 69 64 3 0 187 Net profit (loss) ...... 26 28 22 (1) 0 74 Salaries and other employee benefits ...... (31) (29) (27) (42) 0 (128) Segment assets ...... 2,341 1,822 1,989 529 87 6,767 Trade and other receivables . . . 160 132 147 281 (87) 633 Cash and cash equivalents .... 329 16 47 12 0 404 Trade and other payables, and short term employee benefits 109 99 101 104 (87) 327 Bank overdrafts ...... 0 0 12 0 0 12 Financing for PP&E and finance lease ...... 81 47 123 1 0 251 Capital expenditure ...... 29 33 46 0 0 108

External Consolidated electricity Total for eliminations Three month period ended Electricity Electricity network reportable and Consolidated 31 March 2013 supply distribution maintenance Headquarter segments adjustments total (RON million) External revenue ...... 1,251 117 27 0 1,396 0 1,396 Inter-segment revenue ...... 61 411 0 0 472 (472) 0 Segment revenue ...... 1,312 528 27 0 1,868 (472) 1,396 Segment profit (loss) before tax ...... 47 50 (19) 0 78 16 94 Net finance (cost)/income . . . 0 (2) 0 (2) (4) 0 (4) Depreciation, amortisation and impairment of PP&E, net . . (2) (94) (1) (1) (98) 0 (98) EBITDA* ...... 49 147 (18) 2 180 0 180 Segment net profit (loss) .... 39 47 (19) (1) 66 16 82 Salaries and other employee benefits ...... (19) (128) (26) (4) (177) 0 (177) Share of profit (loss) of equity accounted investees ...... 0 0 0 16 16 0 16 Capital expenditure ...... 0 118 0 0 118 0 118

117 financial information as reported under IFRS. A reconciliation of net profit/(loss) for the period/year and EBITDA, is presented in ‘‘Selected Consolidated Financial and Operating Information’’.

Distribution Distribution Distribution Electricity Total Three month period ended Muntenia Transilvania Transilvania network Electricity 31 March 2013 Nord Nord Sud maintenance Eliminations distribution (RON million) External revenue ...... 36 36 41 4 0 117 Inter-segment revenue ...... 152 124 132 80 (77) 411 Segment revenue ...... 188 160 173 84 (77) 528 Segment profit (loss) before tax ...... 22 23 7 (2) 0 50 Net finance (cost)/income .... 2 (2) (2) 0 0 (2) Depreciation, amortisation and impairment of PP&E, net . . (25) (32) (33) (4) 0 (94) EBITDA* ...... 45 58 42 2 0 147 Net profit (loss) ...... 24 20 5 (2) 0 47 Salaries and other employee benefits ...... (31) (28) (26) (43) 0 (128)

Electricity distribution segment Contributions to the Group’s EBITDA for the three month periods ended 31 March 2014 and 2013 by the electricity distribution segment were 84.2% and 81.7%, respectively. Revenue from the electricity distribution segment increased by RON 8 million, or 1.5%, to RON 536 million in the three month period ended 31 March 2014 from RON 528 million in the three month period ended 31 March 2013. This increase was mainly attributable to an increase of 1.5% in revenue from distribution of electricity resulting from the 0.3% increase of the average regulated distribution tariff and 1.0% increase in the quantities distributed. The main cost incurred by the electricity distribution segment is the cost of electricity purchased to cover the network losses. The cost of the electricity acquired to cover network losses decreased by RON 32 million, or 16.9%, to RON 157 million in the three month period ended 31 March 2014 from RON 189 million in the three month period ended 31 March 2013. The decrease was mainly attributable to an 8.9% decrease in the quantity of electricity acquired to cover the network losses and 9.0% decrease in the electricity acquisition price. The decrease in the electricity price was due to the fact that until April 2013, the Group acquired electricity for compensating for network losses from State-controlled electricity producers licenced by ANRE and at a regulated price set by ANRE. From April 2013, the acquisition of the electricity to compensate for the network losses is no longer regulated by ANRE. Currently, the Group distribution companies acquire the electricity to cover the network losses on CMBC and DAM.

Electricity supply segment The contributions to the Group’s EBITDA for the three month periods ended 31 March 2014 and 2013 by the electricity supply segment were 27.0% and 27.2%, respectively. Revenue from the electricity supply segment decreased by RON 209 million or 15.9%, to RON 1,103 million in the three month period ended 31 March 2014 from RON 1,312 million in the three month period ended 31 March 2013. In the three month period ended 31 March 2014 and 2013, revenue from the supply of electricity represented 94% and 90%, respectively, of the revenue from the electricity supply segment the difference consisting in revenue from electricity trading activities. Revenue from the electricity supply decreased by RON 143 million, or 12.1% to RON 1,034 million in the three month period ended 31 March 2014 from RON 1,177 million in the three month ended 31 March 2013. This decrease was mainly attributable to (i) a decrease in the average electricity supply tariff by 5.0%, (ii) a

118 decrease in the value of the Green Certificates included in the invoice to the final consumer by 30.7% and (iii) a decrease of quantities supplied by 4.6%. The main cost incurred by the electricity supply segment is the cost of electricity purchased. The cost of electricity purchased by the electricity supply segment (in its computation, the consolidation eliminations and adjustments are not included) decreased by RON 304 million, or 27.2%, to RON 813 million for the three month period ended 31 March 2014 from RON 1,117 million for the three month period ended 31 March 2013. The decrease was mainly attributable to a decrease of 4.6% in the quantities supplied and to a decrease of 22.6% in the cost of the electricity acquired.

External electricity network maintenance segment For the three month ended 31 March 2014 and 2013, the external electricity network maintenance segment had a negative influence on the Group’s EBITDA of RON 23 million and RON 18 million, respectively. Revenue from the external electricity network maintenance segment decreased by RON 11 million, or 40.7%, to RON 16 million in the three month period ended 31 March 2014 from RON 27 million in the three month period ended 31 March 2013. A significant portion of the segment revenue relates to transactions with electricity distribution companies that have been privatised (ENEL, E.ON and CEZ). The financial condition of this segment has significantly deteriorated after the privatisation of the electricity distribution operators in the Banat, Dobrogea, Moldova and Oltenia areas. See ‘‘The Reorganisation’’. The main cost incurred by the electricity network maintenance segment is the cost with salaries and other employees’ benefits. The cost with salaries and other employees’ benefits decreased by RON 5 million or 19.2%, to RON 21 million in the three month period ended 31 March 2014 from RON 26 million in the three month period ended 31 March 2013. The decrease in salaries was mainly attributable to lay-offs performed in this segment as part of its restructuring programme.

Headquarter For the three month period ended 31 March 2014, the Headquarter segment had a negative influence on the Group’s EBITDA of RON 1 million. For the three month period ended 31 March 2013, the contribution to the Group’s EBITDA by the Headquarter segment was 1.1%. For the three month period ended 31 March 2013, the main revenue source for this segment was the share of profit of equity accounted investees. For the full detail regarding the investments held by Electrica as of 31 December 2013 and further developments as at 31 March 2014 see Notes 9 and 14 of the Condensed Consolidated Interim Financial Statements, as well as ‘‘Spin-off’’ above. The main cost incurred by the Headquarter segment is the cost with salaries and other employees’ benefits. The cost with salaries and other employees’ benefits remained relatively constant during the analysed period.

119 Year ended 31 December 2013 as compared to the year ended 31 December 2012 and the year ended 31 December 2012 as compared to the year ended 31 December 2011 The table below shows the allocation of selected financial data for the years ended 31 December 2013, 2012 and 2011 for the four business segments.

External Consolidated electricity Total for eliminations Electricity Electricity network reportable and Consolidated Year ended 31 December 2013 supply distribution maintenance Headquarter segments adjustments total (RON million) External revenue ...... 4,570 486 101 — 5,157 — 5,157 Inter-segment revenue .... 210 1,570 — — 1,780 (1,780) — Segment revenue ...... 4,780 2,056 101 — 6,937 (1,780) 5,157 Segment profit (loss) before tax ...... 110 279 (45) 74 417 (27) 390 Net finance (cost)/income . (0) (15) 0 94 79 (90) (12) Depreciation, amortisation and impairment of PP&E, net ...... (7) (387) (3) (13) (411) (411) EBITDA* ...... 117 681 (42) (7) 749 749 Segment net profit (loss) . . 90 225 (47) 74 342 (27) 314 Salaries and other employee benefits ..... (85) (574) (85) (23) (766) — (766) Share of profit (loss) of equity accounted investees ...... — — — 63 63 — 63 Segment assets ...... 1,410 6,646 372 215 8,642 1,558 10,200 Trade and other receivables 1,214 650 44 — 1,908 (757) 1,151 Cash and cash equivalents . 92 413 2 144 651 — 651 Assets held for distribution — — — 2,243 2,243 — 2,243 Trade and other payables, and short term employee benefits ...... 880 418 383 3 1,684 (588) 1,096 Bank overdrafts ...... 42 0 — 37 80 — 80 Financing for PP&E and finance lease ...... — 273 — — 273 — 273 Capital expenditure ...... 5 635 1 — 640 9 650

120 Distribution Distribution Distribution Electricity Total Muntenia Transilvania Transilvania network Electricity Year ended 31 December 2013 Nord Nord Sud maintenance Eliminations distribution (RON million) External revenue ...... 158 150 167 11 — 486 Inter-segment revenue .... 580 469 511 385 (375) 1,570 Segment revenue ...... 737 619 679 396 (375) 2,056 Segment profit (loss) before tax ...... 129 75 73 1 — 279 Net finance (cost)/income . . 7 (7) (12) (2) — (15) Depreciation, amortisation and impairment of PP&E, net...... (103) (134) (134) (16) — (387) EBITDA* ...... 225 216 220 20 — 681 Net profit (loss) ...... 106 52 56 12 — 225 Salaries and other employee benefits ...... (145) (132) (122) (175) — (574) Segment assets ...... 2,344 1,841 1,988 601 (127) 6,646 Trade and other receivables. 164 134 156 323 (127) 650 Cash and cash equivalents . . 325 32 47 9 — 413 Trade and other payables, and short term employee benefits ...... 133 140 133 138 (127) 418 Bank overdrafts ...... — 0 — — — 0 Financing for PP&E and finance lease ...... 79 54 140 1 — 273 Capital expenditure ...... 211 214 207 2 — 635

121 External Consolidated electricity Total eliminations Electricity Electricity network reportable and Consolidated Year ended 31 December 2012 supply distribution maintenance Headquarter segments adjustments total (RON million) External revenue ...... 4,653 447 153 — 5,253 — 5,253 Inter-segment revenue .... 147 1,498 — — 1,645 (1,645) — Segment revenue ...... 4,801 1,944 153 — 6,898 (1,645) 5,253 Segment profit (loss) before tax ...... 97 223 (105) 12 228 240 468 Net finance (cost)/income . (10) (22) 1 14 (18) (6) (24) Depreciation, amortisation and impairment of PP&E, net ...... (9) (378) (13) (1) (402) (402) EBITDA* ...... 116 623 (92) 0 647 647 Segment net profit (loss) . . 79 176 (92) 12 175 240 416 Salaries and other employee benefits ..... (79) (553) (101) (22) (755) — (755) Share of profit (loss) of equity accounted investees ...... — — — 247 247 — 247 Segment assets ...... 1,223 6,362 401 294 8,280 1,613 9,892 Trade and other receivables 998 667 68 — 1,734 (628) 1,106 Cash and cash equivalents . 101 350 5 185 642 — 642 Equity-accounted investees . — — — 1,042 1,042 — 1,042 Other investments ...... — — — 1,138 1,138 — 1,138 Trade and other payables, and short term employee benefits ...... 874 451 351 41 1,718 (606) 1,112 Bank borrowings ...... — — — 9 9 — 9 Bank overdrafts ...... 68 43 — 56 167 — 167 Financing for PP&E and finance lease ...... — 337 — — 337 — 337 Capital expenditure ...... 14 597 3 — 615 2 617

122 Distribution Distribution Distribution Electricity Total Muntenia Transilvania Transilvania network Electricity Year ended 31 December 2012 Nord Nord Sud maintenance Eliminations distribution (RON million) External revenue ...... 137 138 143 29 — 447 Inter-segment revenue .... 563 436 493 374 (368) 1,498 Segment revenue ...... 700 574 636 403 (368) 1,944 Segment profit (loss) before tax...... 106 62 58 (3) — 223 Net finance (cost)/income . . 0 (7) (10) (5) — (22) Depreciation, amortisation and impairment of PP&E, net...... (97) (133) (129) (19) — (378) EBITDA* ...... 203 202 197 22 — 623 Net profit (loss) ...... 82 53 46 (5) — 176 Salaries and other employee benefits ...... (128) (120) (114) (190) — (553) Segment assets ...... 2,209 1,742 1,874 636 (99) 6,362 Trade and other receivables. 161 124 142 339 (99) 667 Cash and cash equivalents . . 301 23 17 9 — 350 Trade and other payables, and short term employee benefits ...... 132 142 127 149 (99) 451 Bank overdrafts ...... — 18 25 — — 43 Financing for PP&E and finance lease ...... 93 63 153 27 — 337 Capital expenditure ...... 166 200 222 9 — 597

123 External Consolidated electricity Total eliminations Electricity Electricity network reportable and Consolidated Year ended 31 December 2011 supply distribution maintenance Headquarter segments adjustments total (RON million) External revenue ...... 4,710 423 235 — 5,368 — 5,368 Inter-segment revenue .... 115 1,449 — — 1,564 (1,564) — Segment revenue ...... 4,825 1,873 235 — 6,932 (1,564) 5,368 Segment profit (loss) before tax ...... (126) 57 (49) (5) (122) 76 (47) Net finance (cost)/income . (7) (24) (7) 20 (18) 1 (17) Depreciation, amortisation and impairment of PP&E, net ...... (9) (359) (9) (2) (379) (379) EBITDA ...... (110) 440 (32) (23) 275 275 Segment net profit (loss . . . (138) 35 (48) (5) (155) 76 (80) Salaries and other employee benefits ..... (69) (546) (157) (21) (793) — (793) Share of profit (loss) of equity accounted investees ...... — — — 75 75 — 75 Segment assets ...... 1,386 5,809 538 320 8,053 1,438 9,491 Trade and other receivables 1,234 461 86 — 1,780 (453) 1,327 Cash and cash equivalents . 60 234 11 195 499 — 499 Equity-accounted investees . — — — 1,602 1,602 — 1,602 Other investments ...... — — — 224 224 — 224 Trade and other payables, and short term employee benefits ...... 1,026 563 52 26 1,666 (446) 1,221 Bank borrowings ...... — 20 — 21 41 — 41 Bank overdrafts ...... 168 73 — 40 281 — 281 Financing for PP&E and finance lease ...... — 253 — — 253 — 253 Capital expenditure ...... 6 542 4 — 551 3 554

124 Distribution Distribution Distribution Electricity Total Muntenia Transilvania Transilvania network Electricity Year ended 31 December 2011 Nord Nord Sud maintenance Eliminations distribution (RON million) External revenue ...... 121 115 131 56 — 423 Inter-segment revenue .... 547 419 474 362 (353) 1,449 Segment revenue ...... 667 534 605 418 (353) 1,873 Segment profit (loss) before tax ...... 72 29 14 (58) — 57 Net finance (cost)/income . . (0) (7) (12) (6) — (24) Depreciation, amortisation and impairment of PP&E, net...... (91) (114) (132) (22) — (359) EBITDA* ...... 163 150 157 (31) — 440 Net profit (loss) ...... 59 24 10 (57) — 35 Salaries and other employee benefits ...... (132) (121) (111) (182) — (546) Segment assets ...... 2,035 1,656 1,774 438 (93) 5,809 Trade and other receivables. 155 114 135 150 (93) 461 Cash and cash equivalents . . 197 18 13 6 — 234 Trade and other payables, and short term employee benefits ...... 140 151 153 212 (93) 563 Bank borrowings ...... — 20 — — — 20 Bank overdrafts ...... — 20 54 — — 73 Financing for PP&E and finance lease ...... 70 45 107 31 — 253 Capital expenditure ...... 153 172 211 6 — 542

Electricity Distribution Segment Contributions to the Group’s EBITDA for the years ended 31 December 2013, 2012 and 2011 by the electricity distribution segment were 90.9%, 96.2% and 160.3%, respectively. Revenue from the electricity distribution segment increased by RON 112 million, or 5.8%, to RON 2,056 million in the year ended 31 December 2013 from RON 1,944 million in the year ended 31 December 2012. The increase was mainly attributable to the 8.6% increase of the average regulated distribution tariff to RON 115.12 per MWh in 2013 from RON 106.05 per MWh in 2012. The tariff increase has offset the 1.2% decrease in quantities distributed to 16.1 TWh in 2013 from TWh 16.3 in 2012 which was mainly caused by the cessation or restructuring of operation of significant industrial customers of the Group facing financial difficulties such as Mechel Romania, or Arcelor Mittal Galati and the development of on-site electricity generation units by companies such as OMV Petrom and Lukoil. Revenue from the electricity distribution segment increased by RON 71 million, or 3.8%, to RON 1,944 million in the year ended 31 December 2012 from RON 1,873 million in the year ended 31 December 2011. The increase was attributable to the combined effect of a 4.6% increase in the average regulated distribution tariff to RON 106.05 per MWh in 2012 from RON 101.83 per MWh in 2011 and to an increase of 0.6% in quantities distributed to 16.3 TWh in 2012 from 16.2 TWh in 2011. The main cost incurred by the electricity distribution segment is the cost of electricity purchased to cover network losses. The cost of the electricity acquired to compensate network losses increased by RON 47 million, or 10%, to RON 521 million in the year ended 31 December 2013 from RON 474 million in the year ended 31 December 2012. The increase was mainly attributable to 10% increase in its acquisition price. The cost of the electricity acquired to compensate for network losses decreased by RON 42 million,

125 or 8%, to RON 474 million in the year ended 31 December 2012 from RON 516 million in its year ended 31 December 2011. The decrease is mainly attributable to a 9% decrease in the acquisition price. The Group acquires electricity from various producers, the majority of them being State-controlled companies, and also from energy traders. Until April 2013, the Group’s purchases of electricity for compensating for network losses were from State-controlled electricity producers licenced by ANRE and at a regulated price set by ANRE. From 1 April 2013, distribution companies could also acquire electricity freely from the CMBC and the DAM. In 2013 and 2011 most of the electricity acquired from electricity producers through regulated contracts was from coal fired power producers, as compared with 2012 where most of the electricity was acquired from Nuclearelectrica and Hidroelectrica at lower prices.

Electricity Supply Segment Contributions to Electrica’s EBITDA for the years ended 31 December 2013 and 2012 by the electricity supply segment were 15.6% and 18%, respectively. In 2011, the electricity supply segment had a negative contribution to Group EBITDA of RON 110 million. Revenue from the electricity supply segment decreased by RON 21 million or 0.4%, to RON 4,780 million in the year ended 31 December 2013 from RON 4,801 million in the year ended 31 December 2012. In 2013, 91% and in 2012, 87% of the revenue from the electricity supply segment represented revenue from electricity supply, the difference represented by revenue generated from electricity trading activities. Revenue generated from electricity supply increased by 5.2% in 2013 as compared to 2012. The increase was due mainly to: (i) an increase in the average electricity supply tariff by 13%, (ii) an increase in the value of Green Certificates included on invoices to consumers by 47% and (iii) a decrease of quantities supplied by 9.1%. Revenues from the electricity supply segment decreased by RON 24 million, or 0.5% to RON 4,801 million in the year ended 31 December 2012 from RON 4,825 million in the year ended 31 December 2011. In 2012, 87%, and in 2011, 83%, of electricity supply segment revenue represented revenue generated from electricity supply, the difference consisting in revenue from electricity trading activities. Revenue from electricity supply increased by 3.15% in 2012 as compared to 2011. The increase was due mainly to: (i) an increase in the average electricity supply tariff by 6%, (ii) an increase in the value of Green Certificates included on invoices to final consumers by 270% and (iii) a decrease of the quantities supplied by 8.2%. The decrease in quantities supplied in 2013 and 2012 was mainly due to a decrease of electricity consumption at the national level and, starting the second half of 2012, cessation of electricity supply to Oltchim. The main cost incurred by the electricity supply segment is the cost of electricity purchased. The cost of electricity purchased of the electricity supply segment (in its computation, the consolidation eliminations and adjustments are not included) decreased by RON 155 million, or 3.6%, to RON 4,094 million in the year ended 31 December 2013 from RON 4,249 million in the year ended 31 December 2012. The decrease was mainly attributable to a decrease in the quantities supplied. The cost of electricity purchased of the electricity supply segment decreased by RON 430 million, or 9.2%, to RON 4,249 million in the year ended 31 December 2012 from RON 4,679 million in the year ended 31 December 2011. The decrease was mainly attributable to a decrease in the quantities supplied.

External electricity network maintenance segment For the years ended 31 December 2013, 2012 and 2011, the external electricity network maintenance segment had a negative influence on the Group’s EBITDA of RON 42 million, RON 92 million and RON 32 million, respectively. Revenue from the external electricity network maintenance segment decreased by RON 52 million or 34%, to RON 101 million in the year ended 31 December 2013 from RON 153 million in the year ended 31 December 2012 and decreased by RON 82 million or 34.9%, to RON 153 million in the year ended 31 December 2012 from RON 235 million in the year ended 31 December 2011. A significant portion of the segment relates to transactions with electricity distribution companies that have been privatised (ENEL, E.ON and CEZ). The financial condition of this segment has deteriorated significantly post-privatisation of the electricity distribution operators in the Banat, Dobrogea, Moldova and Oltenia areas. See ‘‘The Reorganisation’’. The main cost incurred by the external electricity network maintenance segment is the cost with salaries and other employees’ benefits. The cost with salaries and other employees’ benefits decreased by RON 16 million or 15.8%, to RON 85 million in the year ended 31 December 2013 from RON 101 million in the year ended 31 December 2012 and decreased by RON 56 million or 35.7%, to RON 101 million in the year ended 31 December 2012 from RON 157 million in the year ended 31 December 2011. The decrease in salaries was mainly attributable to lay-offs performed in this segment as part of its restructuring program.

126 Headquarter For the years ended 31 December 2013 and 2011, the Headquarter segment had a negative influence on the Group’s EBITDA of RON 7 million and RON 23 million, respectively, and a nil impact on the Group’s EBITDA for the year ended 31 December 2012. For the years ended 31 December 2013, 2012 and 2011, the main revenue source for this segment was the share of profit of equity accounted investees. For the full detail regarding the investments held by Electrica as of 31 December 2013, 2012 and 2011 see Note 22 of the Consolidated Audited Financial Statements as well the section ‘‘Spin-off of Minority Interests’’ above. The main cost incurred by the Headquarter segment is the cost with salaries and other employees’ benefits. The cost with salaries and other employees’ benefits remained relatively stable during the analysed period, amounting to RON 23 million in the year ended 31 December 2013, RON 22 million in the year ended 31 December 2012 and RON 21 million in the year ended 31 December 2011.

Liquidity and Capital Resources Liquidity The Group’s principal sources of liquidity are cash generated primarily from its operating activities and to a small degree, external financing. Electrica S.A.’s principal source of liquidity is dividends from its subsidiaries. As at 31 March 2014, cash and cash equivalents of the Group amounted to RON 668 million, and the total amount of financing of the Group (composed of bank borrowings, bank overdrafts, finance lease and financing of property, plant and equipment) amounted to RON 289 million. Electrica has twelve overdraft- facilities and facilities for issuance of contingent liabilities under which, as of 31 March 2014, RON 399 million was committed and RON 38 million was drawn from the overdraft facility and RON 97 million was used for issuance of bank letters of guarantee. Electrica covers and plans to cover its working capital needs principally from internally generated funds and, in case of short-term needs, through drawings under its overdraft facilities. The level of Electrica’s net current assets, calculated as an excess of the current assets (excluding the Assets held for distribution in amount of RON 2,232 million as at 31 March 2014 and RON 2,243 million as at 31 December 2013) over current liabilities was RON 494 million as at 31 March 2014 and RON 425 million, RON 307 million and RON 126 million, respectively as at 31 December 2013, 2012 and 2011, respectively.

127 The following table presents selected net current assets parameters for the periods indicated.

Three-month period ending 31 March* Year ended 31 December 2014 2013 2012 2011 (RON million) Current assets**(computed based on the below selected items) ... 1,129 1,227 1,198 1,405 Trade receivable ...... 1,018 1,088 1,011 1,192 Other receivable ...... 37 63 95 134 Inventory ...... 28 34 35 33 Prepayments ...... 15 6 40 37 Income tax receivable ...... 29 37 17 8 Current liabilities ...... 1,302 1,453 1,534 1,778 Bank borrowings ...... 0 0 9 30 Bank overdrafts ...... 38 80 167 281 Finance lease ...... 0 0 27 26 Financing of property, plant and equipment ...... 135 143 114 104 Trade payables ...... 516 628 746 930 Other payables ...... 269 261 182 165 Current income tax liability ...... 15 15 11 4 Deferred revenues ...... 106 89 78 83 Employee benefits ...... 137 152 120 100 Provisions ...... 85 85 80 53 Cash & cash equivalents ...... 668 651 642 499 Net current assets (computed based on the above selected items) . 494 425 307 126

Source: *Unaudited Consolidated Financial Statements.**The current assets as at 31 March 2014 and 31 December 2013 do not include the position Assets held for distribution in amount of RON 2,232 million and RON 2,243 million respectively.

Capital resources The Group’s liquidity needs are primarily to finance operations, capital expenditures and repayment of liabilities as they fall due. These are financed from cash, cash equivalents and drawings under Group overdraft facilities. In the three month periods ended 31 March 2014 and 2013 Electrica’s net cash from operating activities was RON 251 million and RON 85 million, respectively. In the years ended 31 December 2013, 2012 and 2011, net cash flow from operating activities amounted to RON 915 million, RON 996 million and RON 318 million, respectively. The Company’s ability to generate cash flow from the Group’s operations will depend on the Group’s future operating performance, which in turn depends, to a large extent, on general economic, competitive and other factors, many of which are beyond Electrica’s control. For a discussion of these factors, see ‘‘Risk Factors—Risks Relating to the Group’s Business and Industry’’ and ‘‘Risks Relating to Romania’’. Additionally, the Group has twelve overdraft facilities and facilities for issuance of contingent liabilities in place, under which RON 399 million are committed. As at 31 March 2014, Electrica had drawn RON 38 million of the overdraft facilities and RON 97 million from the facilities for the issuance of contingent liabilities were committed, or 34% of the principal available under those facilities. The Group’s low level of debt is due to limited maintenance expenditures and investments in the network in the periods under review. As Electrica pursues its strategy of increased maintenance and network improvements through its investment programme, its level of debt might increase and Electrica might seek new and additional sources of debt financing. In the long run, such investments are expected to decrease maintenance cost. Information regarding Electrica’s expected capital requirements in the future is provided in ‘‘Operating and Financial Review—Capital expenditures’’ below and in ‘‘Business—Investment Programme’’. . The Group’s financial condition and liquidity is and will continue to be affected by a number of factors, such as (i) its ability to generate cash flows from operating activity; (ii) the level of its outstanding indebtedness, and the interest it is obligated to pay on such indebtedness, which affects its finance costs; (iii) prevailing interest rates affecting its debt service requirements; (iv) its ability to obtain new financing from banks or domestic and international capital markets; and (v) the needs related to capital expenditures

128 and development projects. Furthermore, the Group’s business development activity through potential acquisitions in its sector might have an impact on its financial condition. There are no restrictions on the use of the Group’s capital resources that have materially affected or could materially affect (directly or indirectly) its operations. The table below summarises information regarding the Group’s financing structure as at 31 March 2014.

As at 31 March 2014 (% of equity (RON million) and liabilities)* Equity ...... 6,752 66.8% Non-current liabilities ...... 2,062 20.4% Current liabilities ...... 1,086 10.7% Liabilities directly related to assets recognised on a liquidation basis** . . . 216 2.1% Total equity and liabilities ...... 10,116 100%

Source: Unaudited Consolidated Financial Statements; * Company (unaudited data); ** SEMO, SED, SEB and SEO.

Cash flows The table below summarises net cash flows from operating activities, investing activities and financing activities for the periods indicated.

Three month period ended 31 March* Year ended 31 December 2014 2013 2013 2012 2011 (RON million) Net cash from operating activities ...... 250.7 85.2 914.7 996.0 317.8 Net cash used in investing activities ...... (22.5) (127.4) (634.6) (549.5) (504.8) Net cash used in financing activities ...... (37.9) (36.9) (185) (194.4) (170.6) Net increase/(decrease) in cash and cash equivalents ...... 190.3 (79.1) 95.1 252.1 (357.6) Cash and cash equivalents at the beginning of the period . . . 571.2 474.3 474.3 217.9 574.0 Effect of movements in exchange rates on cash held ...... (1.8) (0.5) 1.7 4.3 1.5 Cash and cash equivalents at the end of the period ...... 759.7 394.8 571.2 474.3 217.9

Source: * Unaudited Consolidated Financial Statements.

129 Net cash flows from operating activities The table below summarises net cash flows from operating activities for the periods indicated.

Three month period ended 31 March* Year ended 31 December 2014 2013 2013 2012 2011 (RON million) Cash flows from operating activities Profit/(loss) ...... 88.5 81.8 314.3 415.8 (79.7) Adjustments for: ...... 109.9 65.8 341.6 134.6 459.2 Depreciation ...... 99.4 94.5 383.1 381.4 352.4 Amortisation ...... 3.8 3.4 14.5 16.2 19.6 Impairment loss on property, plant and equipment/ (reversal of impairment of property, plant and equipment, net) ..... 0 (0.4) 13.2 4.2 6.8 Loss on disposal or property, plant and equipment ...... 0 0.4 5.8 6.1 5.3 Impairment loss on trade and other receivables, net ...... (2.7) (15.3) (20.8) (52.6) 147.8 Write-down of inventories, net ...... 0 0 (1.1) 17.7 13.8 Release of deferred revenue ...... (20.7) (17.7) (76.9) (68.3) (62.1) Net finance costs/ (income) ...... 1.1 4.4 11.6 24.1 17.3 Share of profit or loss of equity-accounted investees, net of tax ...... 0 (15.7) (63.0) (246.8) (74.7) Income tax expense ...... 29.0 12.2 75.2 52.6 33.0 Changes in: ...... 68.2 (41.9) 326.8 519.1 9.8 Trade receivables ...... 71.2 (89.7) 118.0 103.2 470.1 Other receivables ...... 38.0 (53.8) 21.2 7.0 (80.3) Prepayments ...... (9.0) (28.3) 33.9 (3.8) (8.3) Inventories ...... 5.4 1.5 2.2 (19.4) (18.0) Trade payables ...... (44.9) 5.5 37.2 127.3 427.1 Other payables ...... (11.0) 69.3 38.4 58.5 46.1 Employee benefits and provisions ...... (13.9) (10.0) 36.1 65.3 (47.7) Deferred revenue ...... 32.4 63.6 275.8 181.0 161.0 Interest paid ...... (2.8) (7.4) (20.9) (28.7) (31.7) Income tax paid ...... (13.0) (13.0) (47.2) (44.9) (39.9) Net cash from operating activities ...... 250.7 85.2 914.7 996.0 317.8

Source: * Unaudited Consolidated Financial Statements.

Three month periods ended 31 March 2014 and 2013 In the three month periods ended 31 March 2014 and 2013, Electrica reported net cash from operating activities in the amount of RON 250.7 million and RON 85.2 million, respectively. In the three month period ended 31 March 2014, net cash from operating activities amounted to RON 250.7 million. The profit before tax for the period was RON 117.5 million. The key adjustments were: (i) adding depreciation and amortisation in the amount of RON 103.2 million, a net change in trade and other receivables of RON 106.5 million (mainly due to a decrease in the trade receivables collection period in the first quarter of 2014 compared to 2013), and other adjustments amounting to RON 9.1 million (resulting mostly from a net change in deferred revenues of RON 11.6 million related mainly to connection fees paid by customers), and (ii) deducting a change in trade and other payables of RON 55.9 million (mainly due to a decrease in trade payables driven by decrease in the acquisition cost of electricity in the first quarter of 2014 compared to 2013, resulting mainly from the acquisition of cheaper hydro and nuclear based producers rather than the more expensive thermal energy producers) and a change in employee benefits and provisions of RON 13.9 million. Income tax and interest paid amounted to a total of RON 15.8 million. In the three month period ended 31 March 2013, net cash from operating activities amounted to RON 85.2 million. The profit before tax for the period was RON 93.9 million. The key adjustments were: (i) adding depreciation and amortisation in the amount of RON 97.9 million, a change in trade and other payables of RON 74.7 million (mainly due to an increase in the VAT payable), a net change in deferred revenues of RON 46 million (related mainly to connection fees paid by customers), and (ii) deducting a net

130 change in trade and other receivables of RON 158.8 million (mainly due to an increase in receivables from CFR),the share of profit of equity-accounted investees in the amount of RON 15.7 million related to the minority stakes held by Electrica in the privatised electricity distribution and supply companies Enel Distributie Banat, Enel Distributie Dobrogea and Enel Energie) and a change in employee benefits and provisions of RON 10 million and other adjustments amounting to RON 22.4 million (related mostly from net finance costs of RON 4.4 million). Income tax and interest paid amounted to a total of RON 20.4 million.

Years ended 31 December 2013, 2012 and 2011 In the years ended 31 December 2013, 2012 and 2011 Electrica reported net cash from operating activities in the amount of RON 914.7 million, RON 996.0 million and RON 317.8 million. In the year ended 31 December 2013, net cash from operating activities amounted to RON 914.7 million. The profit before tax for that year was RON 389.5 million. The key adjustments were: (i) adding depreciation and amortisation in the amount of RON 397.5 million, a net change in deferred revenue of RON 198.9 million related mainly to connection fees paid by consumers and EU grants, a change in trade and other payables of RON 75.6 million mainly resulting from the fact that starting from September 2013, a reverse VAT charge on the energy acquired was implemented, causing the increase of the VAT payable as at 31 December 2013 and other adjustments amounting to RON 101.8 million resulting mainly from an increase in employee benefits driven by overdue salaries and security and other salary taxes related to the four service subsidiaries with financial difficulties, and (ii) deducting the share of profit of equity-accounted investees in the amount of RON 63 million related to the interests held by Electrica in the privatised electricity distribution and supply companies Enel Distributie Banat, Enel Distributie Dobrogea and Enel Energie, a change in net trade and other receivables of RON 117.6 million driven mostly by an increase in receivables from CFR. Income tax and interest paid amounted to a total of RON 68.1 million. Due to the provisions of Government Ordinance no. 8/2014, which stipulates that CFR can receive upon request from the Ministry of Finance loans of RON 579 million in order to pay its overdue payables, and based on past experience, Electrica has not recorded any bad debt allowance related to CFR receivables as at 31 December 2013 as it estimates that it will collect the outstanding receivable from CFR on 31 December 2013 during 2014. See ‘‘—Material developments post-balance sheet date—CFR Repayment’’. In 2013, Electrica’s receivables from CFR worth RON 54 million were compensated by payables of the same amount related to electricity acquisitions from State-controlled power generators as a result of existing payables to CFR of those power generators. In the year ended 31 December 2012, the net cash from operating activities amounted to RON 996.0 million. The profit before tax for that year was RON 468.4 million. The key adjustments were: (i) adding depreciation and amortisation in the amount of RON 397.7 million, a change in trade and other payables of RON 185.8 million mainly as a result of CFR receivables settlement and a change in net trade and other receivables in the amount of RON 57.6 million also mainly as a result of the 2012 CFR Settlement Agreement on the basis of which Electrica Furnizare collected the value of electricity as invoiced up until 31 March 2012 at RON 314.7 million and write-off late payment penalties in the amount of RON 238.4 million, a net change in deferred revenue of RON 112.7 million related mainly to release of depreciation of assets acquired from connection fees paid by customers, a change in employee benefits and provisions of RON 65.3 million resulting from actuarial losses on certain post-employment and other long-term employee benefits and (ii) deducting the share of profit of equity-accounted investees of RON 246.8 million related to the interests held by Electrica in the privatised electricity distribution and supply companies Enel Distributie Muntenia, Enel Energie Muntenia, Enel Distributie Banat, Enel Distributie Dobrogea and Enel Energie. Interest and income tax paid amounted to a total of RON 73.6 million. In 2012, RON 145 million of CFR receivables were offset against payables to State-controlled power generators as a result of existing payables to CFR from those generators. In the year ended 31 December 2011, net cash from operating activities amounted to RON 317.8 million. The loss before tax for that year was RON 46.7 million. The key adjustments were: (i) adding depreciation and amortisation in the amount of RON 372 million, a change in trade and other payables of RON 473.2 million resulting mainly from an increase in trade payables driven by payables related to acquisitions of electricity and a net change in deferred revenue of RON 98.9 million (related mainly to release of depreciation of assets acquired from connection fees paid by customers) and (ii) deducting the share of profit of equity-accounted investees in the amount of RON 74.7 million, a change in employee benefits and provisions of RON 47.7 million (resulting mainly from the use of provisions for restructuring in amount of RON 41.9 million after the lay-off of 1,354 employees, on settlement of lay-off liabilities) and

131 a change in trade and other receivables in the amount of RON 402.6 million (mainly driven by an increase of trade receivables from CFR). Interest and income tax paid amounted to a total of RON 71.6 million. In 2011, RON 233 million CFR receivables were offset against payables to State-controlled power generators as a result of existing payables to CFR from those generators. In order to record its share of the associates’ profit or loss and changes in other comprehensive income, the Group used information from the statutory financial statements of its associates, as financial statements prepared in accordance with IFRS/ IFRS-EU were not available. The Company’s Management estimates that the profit or loss and the changes in other comprehensive income based on the statutory accounting regulations are not substantially different from those that would have been determined in accordance with IFRS-EU.

Net cash flows from investing activities The table below summarises net cash flows from investing activities for the periods indicated.

Three month period ended 31 March* Year ended 31 December 2014 2013 2013 2012 2011 (RON million) Cash flows from investing activities Payments for purchases of property, plant and equipment . . (147.2) (95.5) (378.8) (377.5) (405.4) Payments for purchases of property, plant and equipment from customers contributions ...... (21.6) (37.5) (246.3) (181.0) (161.0) Payments for purchases of intangibles assets ...... (0.4) (5.3) (31.3) (14.5) (7.9) Proceeds from sale of property, plant and equipment ..... 0 0.2 0.9 0.8 2.3 Proceeds from sale of investments ...... 140.9 Interest received ...... 5.8 10.7 20.8 22.8 31.8 Dividends received ...... 000035.4 Net cash used in investing activities ...... (22.5) (127.4) (634.6) (549.5) (504.8)

Source: * Unaudited Consolidated Financial Statements.

Three month periods ended 31 March 2014 and 2013 In the three month periods ended 31 March 2014 and 2013, Electrica reported net cash outflows from investing activities of RON 22.5 million and RON 127.4 million, respectively. Net cash outflows from investing activities in the three month period ended 31 March 2014 were related mainly to the acquisition of property, plant and equipment and intangible assets for RON 169.2 million, out of which RON 21.6 million were purchases with payments from customers’ contributions, that are primarily related to (i) the distribution network modernisation in order to improve the reliability of the distribution service, (ii) expansion and modernisation of the network and (iii) smart metering and other elements related to the implementation of smart grid network. Cash outflows from investing activities in the three months period ended 31 March 2014 were in large part offset by an inflow of cash of RON 140.9 million from the sale of the 17% stake in E.On Moldova Distributie and 2.38% stake in E.On Energie Romania following the exercise of a Call Option by E.On. Cash inflows from interest received on Electrica’s bank deposits amounted to RON 5.8 million. Net cash outflows from investing activities in the three month period ended 31 March 2013 were related mainly to the acquisition of property, plant and equipment and intangible assets for RON 138.3 million, out of which RON 37.5 million were purchases with payments from customers’ contributions that are primarily related to (i) the distribution network modernisation in order to improve the reliability of the distribution service, (ii) expansion and modernisation of the network and (iii) smart metering and other elements related to the implementation of smart grid network. Cash outflows from investing activities in the three month period ended 31 March 2013 were partly offset by an inflow of cash of RON 10.7 million coming from interest received on Electrica’s bank deposits.

Years ended 31 December 2013, 2012 and 2011 In the years ended 31 December 2013, 2012 and 2011 Electrica’s net cash outflows from investing activities were RON 634.6 million, RON 549.5 million and RON 504.8 million, respectively.

132 Net cash outflows from investing activities in the year ended 31 December 2013 were related mainly to the acquisition of property, plant and equipment and intangible assets for RON 656.4 million, out of which RON 246.3 million were purchases with payments from customers’ contributions. Net cash outflows from investing activities in the year ended 31 December 2012 were related mainly to the acquisition of property, plant and equipment and intangible assets for RON 573.1 million, out of which RON 181.0 million were purchases with payments from customer contributions. Net cash outflows from investment activities in the year ended 31 December 2011 were related mainly to the acquisition of property, plant and equipment and intangible assets for RON 574.3 million, out of which RON 161.0 million were purchases with payments from customer contributions. These cash outflows were primarily related to (i) the distribution network modernisation in order to improve the reliability of the distribution service, (ii) expansion and modernisation of the network and (iii) smart metering and other elements related to the implementation of smart grid network Cash outflows from investing activities in the year ended 31 December 2013, 2012 and 2011 were partly offset by cash inflows from interest income on Electrica’s bank deposits in amount of RON 20.8 million, RON 22.8 million and RON 31.8 million, respectively. In the year ended 31 December 2011, the Group had an additional cash inflow from dividends received mainly from Enel Distributie Banat (RON 20.8 million) and Enel Distributie Dobrogea (RON 14 million)

Net cash flows from financing activities The table below summarises net cash flows from financing activities for the periods indicated.

Three month period ended 31 March* Year ended 31 December 2014 2013 2013 2012 2011 (RON million) Cash flows from financing activities Repayment of financing of property, plant and equipment . . . (36.9) (35.9) (130.4) (150.7) (125.6) Repayment of borrowings ...... 0 0 (10.3) (30.4) (10.3) Dividends paid to the owner of the Company ...... 0 0 (13.2) (6.0) (29.1) Dividends paid to non-controlling interests ...... 0 0 (25.5) (1.8) 0 Payment of finance lease liabilities ...... (1.0) (0.9) (5.6) (5.6) (5.6) Net cash used in financing activities ...... (37.9) (36.9) (185) (194.4) (170.6)

Source: * Unaudited Consolidated Financial Statements.

Three month periods ended 31 March 2014 and 2013 In the three month periods ended 31 March 2014 and 2013 Electrica reported net cash outflows from financing activities in the amount of RON 37.9 million and RON 36.9 million, respectively. Cash flow used in financing activities in the three month period ended 31 March 2014 was related to net cash outflows representing repayment of financing of property, plant and equipment of RON 36.9 million and payment of finance lease liabilities of RON 1 million. Cash flow used in financing activities in the three month period ended 31 March 2013 was related to net cash outflows representing repayment of financing of property, plant and equipment of RON 35.9 million and payment of finance lease liabilities of RON 0.9 million.

Years ended 31 December 2013, 2012 and 2011 In the years ended December 2013, 2012 and 2011 Electrica reported a net cash outflow from financing activities in the amount of RON 185.0 million, RON 194.4 million and RON 170.6 million, respectively. Net cash outflows from financing activities in the year ended 31 December 2013 were mainly related to outflows from repayment of financing of property, plant and equipment, repayment of borrowings, dividend payments to the State as Electrica’s sole shareholder and dividend payments to Fondul Proprietatea due to its non-controlling interests in the Company’s subsidiaries. Net cash outflows from financing activities in the year ended 31 December 2012 were mainly related to outflows from repayment of financing of property, plant and equipment, repayment of borrowings,

133 dividend payments to the State as Electrica’s sole shareholder and dividend payments to Fondul Proprietatea due to its non-controlling interests in the Company’s subsidiaries-. Net cash flows from financing activities in the year ended 31 December 2011 were mainly related to repayment of financing of property, plant and equipment and repayment of borrowings and dividend payments to the State as Electrica’s sole shareholder. Romanian companies can distribute dividends from statutory earnings only, based on individual financial statements prepared in accordance with Romanian accounting regulations. The level of dividends in the years ended 31 December 2013, 2012 and 2011 was impacted by the fact that the distribution segment subsidiaries could not pay dividends to Electrica because they had to use their net profit to cover retained losses from prior years.

Indebtedness Financial indebtedness The table below summarises selected information concerning Electrica’s short- and long-term indebtedness under loans, borrowings and financial leases, as at the dates indicated.

Year ended 31 March 31 December 2014* 2013 2012 2011 (RON million) Short-term financial indebtedness (including the current portion of long-term debt) ...... 174 223 317 441 Bank borrowings ...... 0 0 9 30 Bank overdrafts ...... 38 80 167 281 Finance lease ...... 0 0 27 26 Financing of property, plant and equipment ...... 135 143 114 104 Long-term indebtedness ...... 115 130 197 132 Bank borrowings ...... 0 0 0 10 Finance lease ...... 0 0 1 5 Financing of property, plant and equipment ...... 115 130 196 117 Total ...... 289 353 514 573

Source: * Unaudited Consolidated Financial Statements. The table below presents the Group’s net indebtedness (calculated as a total of interest-bearing loans and borrowings, bank overdrafts, financing of property, plant and equipment and lease liabilities less cash and cash equivalents) and the leverage ratio (calculated as a ratio of net indebtedness to equity increased by net indebtedness) as at the dates indicated.

As at As at As at As at 31 March 31 December 31 December 31 December 2014* 2013 2012 2011 (RON million) Bank borrowings ...... 0 0 9 41 Bank overdrafts ...... 38 80 167 281 Financial lease liabilities ...... 1 1 27 31 Financing of property, plant and equipment ...... 250 272 309 222 Cash and cash equivalents ...... (668) (651) (642) (499) Net indebtedness ...... (379) (298) (130) 76 Equity ...... 6,752 6,659 6,372 5,946 Equity increased by net indebtedness ...... 6,373 6,361 6,242 6,022 Leverage ratio ...... 5.9% 4.7% 2.1% 1.3%

Source: *Company (unaudited). For a description of the Group’s indebtedness, see ‘‘Business—Description of indebtedness’’. In the periods discussed, the Group preferred to finance its investments mostly by cash and by extended credit terms from fixed assets suppliers. This approach resulted mainly from the fact that the Group, as a State-owned entity, must observe public procurement legislation when contracting loans,

134 which can be very time consuming. Therefore, the Group’s investment programme has been kept at a minimum level and was financed solely from operations and the limited financing sources mentioned above. In the three month period ended 31 March 2014 and in the years 2011-2013 the majority of the Group’s external debt financing was incurred for the purposes of the Group’s working capital financing and issue of potential commitments and for financing its investment programme in the distribution segment. See ‘‘—Capital Expenditures’’. Financing of property, plant and equipment by the Group is based on suppliers’ credit with extended terms. The amounts are denominated in EUR and are backed by promissory notes issued by the Group to its suppliers of property, plant and equipment. Certain of these promissory notes are discounted by the suppliers to banks for early payment. Such financing is measured at amortised cost, by using an average effective interest rate of 5% in 2013 compared to 5.93% in 2012 and 6.29% in 2011. As at 31 March 2014, the amount due by Electrica to the suppliers of property, plant and equipment was of RON 250 million. As at 31 March 2014, the Group had outstanding bank letters of guarantee of RON 97 million compared to RON 90 million as at 31 December 2013, RON 124 million as at 31 December 2012 and RON 59 million as at 31 December 2011 issued in favour of its suppliers.

Financial liabilities The table below summarises, as at 31 March 2014, the Group’s carrying amount of financial liabilities by maturity date.

Total Short term Long term (RON million) Bank overdrafts ...... 38 38 — Financial lease liabilities ...... 1 0 0 Financing of property, plant and equipment ...... 250 135 115 Trade payables ...... 516 516 0 Total financial liabilities ...... 805 690 115

Source: Unaudited Consolidated Financial Statements.

Capital Expenditures In the years ended 31 December 2013, 2012 and 2011, most of the Group’s capital expenditures were associated with the distribution segment, whose operations require high levels of capital expenditure. In the three month period ended 31 March 2014 and 2013, the Group’s total capital expenditure amounted to RON 109 million and RON 119 million, respectively and were mainly related to expenditure in the distribution segment in the amount of RON 108 million and RON 118 million which included, inter alia, (i) distribution network modernisation in order to improve the reliability of the distribution service, (ii) expansion and modernisation of the network, and (iii) smart metering and other elements related to the implementation of smart grid networks. Part of the capital expenditure in the distribution segment consists of new connections to the network financed by connection fees collected from customers in the amounts of RON 22 million and RON 38 million in the three month period ended 31 March 2014 and 2013, respectively. In the years ended 31 December 2013, 2012 and 2011, the Group’s total capital expenditures amounted to RON 650 million, RON 617 million and RON 554 million, respectively, and were mainly related to expenditures in the distribution segment in the amount of RON 635 million, RON 597 million and RON 542 million, respectively which included, inter alia, (i) distribution network modernisation in order to improve the reliability of the distribution service, (ii) expansion and modernisation of the network, and (iii) smart metering and other elements related to the implementation of smart grid network Part of the capital expenditure in the distribution segment consists of new connections to the network financed by connection fees collected from customers in the amounts of RON 246 million, RON 181 million and RON 161 million in the years ended 31 December 2013, 2012 and 2011 respectively.

135 The table below summarises capital expenditures of the Group in the relevant periods with a breakdown into particular business segments as at the dates indicated.

Three month period ended 31 March* Year ended 31 December** 2014 2013 2013 2012 2011 (RON (RON (RON (RON (RON million) (%) million) (%) million) (%) million) (%) million) (%) Electricity distribution . . . 108 99.1% 118 99.8% 635 99.1% 597 97.1% 542 98.3% Electricity supply ...... 1 0.9% 0 0.2% 5 0.8% 14 2.4% 6 1.0% External electricity network maintenance . . 0 0.0% 0 0.0% 1 0.1% 3 0.5% 4 0.7% Headquarter ...... 0 0.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0% Total for reportable segments ...... 109 100.0% 119 100.0% 640 100.0% 615 100.0% 551 100.0% Consolidation eliminations and adjustments ...... 00923 Total consolidated ...... 109 119 650 617 554

Source: *Unaudited Consolidated Financial Statements; ** Audited Consolidated Financial Statements.

Distribution The Group intends to finance its future capital expenditure, including the investments described above, using its own funds generated by the Group’s operating activities, and debt. To that end, the Group may explore additional debt financing options and instruments such as term loans and potentially bonds following the Offering. For a description of Electrica’s future capital expenditures investment programme, see ‘‘Business—Investment Programme’’.

Contingent Liabilities As at 31 March 2014 and at 31 December 2013, Electrica was involved in various litigation, of which the most significant, in terms of contingent liabilities, were the following: • The Group is party to proceedings with Orange Media and Terradox Solutions, whereby Orange Media and Terradox Solutions claimed payment of RON 17 million, and RON 12 million, respectively, representing alleged damages resulting from the cancellation of a public acquisition contract with the Group. By sentence no. 4890/13.06.2013 issued by Bucharest Court, Orange Media’s claim was dismissed. This decision is subject to appeal. By sentence no. 527/07.02.2014 issued by Bucharest Court, Terradox Solutions’s claim was also dismissed. This decision is also subject to appeal. The Group expects a favourable outcome for both cases. Consequently no provisions have been recorded by the Group for this action. • The Group has also contested decisions issued by ANAF in 2012 and 2013 for an amount of RON 26 million representing interest and penalties for taxes due to the State in court. No provisions have been recorded by the Group for this action. For a description of other material litigation to which the Group is subject, see ‘‘Business—Legal Proceedings’’.

Qualitative and quantitative information about risks The Group’s operations expose it to a variety of risks. The main risks are: interest rate risk and foreign currency exchange risk, the risk of fluctuations in electricity prices on the wholesale market, liquidity risk and credit risk. The materialisation of any of these risks could have an adverse impact on the Group’s business, financial condition and results of operations.

Regulatory risk A significant portion of the Group’s revenues are generated by sales in its regulated distribution and supply segments. Tariffs for electricity distribution and supply on the regulated market in Romania are set by ANRE. The regulator may delay or refuse to approve electricity distribution and sales tariffs, and the approved tariffs may not reach levels required to match management’s expected return on capital expenditure. In particular, the Group may not be able to operate at the level of efficiency assumed by ANRE: for example, Opex allowances, targets of network loss ratios and cost of debt targets could all be

136 insufficient to cover for actual levels of cost. Besides, some Capex spent in the distribution segment for the purpose of upgrading or extending the electricity network may not ultimately be fully recognised by ANRE as part of the Regulated Asset Base. All these could prevent the Group from reaching the regulated rate of return target set by ANRE. This regulated rate of return is simply a target set by ANRE and there can be no assurance that it will be met by the distribution subsidiaries. In addition, the Group may not receive approval to increase tariffs for any given regulatory period and/or regulated tariffs may be set at a level which would prevent the Group maintaining or improving its margins. Any adverse change in regulated tariffs set by ANRE, in regulated operating metrics or parameters or a failure by the Company to meet the operating and financial targets set by ANRE could have a material adverse effect on the Company’s business, results of operations, financial condition and prospects.

Risks of electricity price fluctuations on the wholesale market One of the key risk areas in Electrica’s supply business is market risk, resulting from fluctuations in electricity purchase prices on the wholesale market with respect to long-, medium- and short-term contracts on the Romanian forward electricity market. The risk related to fluctuations of purchase prices on the wholesale market, however, is mitigated, as Electrica is generally able to pass through increases of electricity prices to its customers albeit with a six month time lag.

Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses. The Group aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflows on financial liabilities. The Group also monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables. In addition, the Group maintains lines of credit for financing the working capital needs and future commitments. The maturity profile of the Group’s financial liabilities as at 31 March 2014 is presented in ‘‘—Indebtedness—Financial liabilities’’ above.

Credit risk Electrica defines credit risk as the probability that a consumer or counterparty fails to meet its contractual obligations and arises principally from the Group’s receivables from customers. According to Electrica’s policy, credit risk is mitigated by conducting value-based assessments of risk, monitoring the financial condition of partners and securing trade credit using any available tools such as bank guarantees, sureties, etc. Electrica credit risk in respect of receivables is concentrated around State-controlled companies and mainly CFR, its largest customer, which in turn are also affected by the status of the Romanian economy. As a consequence, the Group has a risk exposure that can be affected by Government policies.

137 The aging of the Group’s trade receivables as at 31 December 2011, 2012 and 2013 was as follows:

31 December 2013 31 December 2012 31 December 2011 Gross Bad debt Gross Bad debt Gross Bad debt Gross trade receivables value allowance value allowance value allowance RON million RON million RON million Neither past due nor impaired ...... 686 — 403 — 411 (22) Past due 1-90 days ...... 202 — 603 (53) 536 (64) Past due 90-180 days ...... 65 (2) 45 (6) 118 (37) Past due 180-360 days ...... 122 (34) 55 (38) 186 (129) Past due 1-2 years ...... 181 (132) 332 (331) 829 (636) Past due 2-3 years ...... 245 (245) 271 (271) 282 (282) Past due more than 3 years ...... 753 (753) 490 (490) 273 (273) Total ...... 2,253 (1,166) 2,200 (1,189) 2,635 (1,443)

Net trade receivables 31 December 2013 31 December 2012 31 December 2011 RON million Neither past due nor impaired ...... 686 403 389 Past due 1-90 days ...... 202 550 472 Past due 90-180 days ...... 63 39 81 Past due 180-360 days ...... 88 17 57 Past due 1-2 years ...... 48 2 193 Past due 2-3 years ...... — — — Past due more than 3 years ...... — — — Total ...... 1,087 1,011 1,192

Source: Audited Consolidated Financial Statements. The Group supplies electricity to CFR and had an exposure of RON 241 million as at 31 December 2013 (RON 221 million as at 31 March 2014). Further information concerning CFR is provided in Note 17 to the Consolidated Financial Statements, Note 12c) to the Condensed Consolidated Interim Financial Statements and under ‘‘—Material Contracts Power supply agreements between Electrica Furnizare with CFR’’. Net receivables past due for more than one year presented above refer to receivables from CFR which were not provided for based on Electrica’s management specific analysis considering subsequent collections and legislation in force existing before year-end that provided information about financial support that CFR receives for payment of its electricity consumption. Electrica has devised appropriate procedures to minimise the risk related to insolvency of Electrica’s customers. When selling to customers with the highest turnover (generally non-household customers), it is particularly important to examine their credit worthiness, trade limits and contractual provisions. For customers with poor credit status, Electrica requires security prior to providing its services. Also, Electrica monitors receivables on a day-to-day basis using software which indicates when receivables are not paid when due. After maximum 60 days of non-payment, Electrica may terminate its services to the non-paying customer, with five days prior termination notice. For further information concerning the credit risk, see Note 30 (c) (i) to the Consolidated Financial Statements for the years 2013, 2012 and 2011.

Interest rate risk The Group’s policy is to use mainly supplier credit for financing its investments. The Group does not have significant long-term bank facilities.

138 The interest rate profile of the Group’s interest-bearing financial instruments as at 31 December 2011, 2012 and 2013 is as follows:

31 December 2013 2012 2011 (RON million) Fixed-rate instruments Financial assets Bank deposits ...... 542 528 392 Financial liabilities Financing of property, plant and equipment ...... (272) (309) (222) Finance lease ...... (1) (27) (31) 269 191 139 Variable-rate instruments Financial liabilities Bank borrowings ...... 0 (9) (41) Overdrafts ...... (80) (167) (281) (80) (177) (322)

Source: *Audited Consolidated Financial Statements The Group does not account for any fixed rate financial assets and liabilities at fair value and does not use derivatives. Therefore, a change in interest rates at the end of the reporting periods would not affect the result for the year or retained earnings.

Currency risk Electrica is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the functional currency of Electrica. The functional currency of the Group is RON. The currencies in which these transactions are primarily denominated are RON and EUR. Certain liabilities are denominated in EUR. Electrica also has bank accounts denominated in EUR. Electrica’s policy is to use local currency in its transactions as much as possible. Electrica does not use derivative or hedging instruments to manage currency risk. The summary quantitative data about the Group’s exposure to currency risk for the years ended 31 December 2011, 2012 and 2013 is as follows:

31 December (RON million) 2013 2013 2013 EUR EUR EUR Cash and cash equivalents ...... 136 162 180 Financing of property, plant and equipment ...... (272) (309) (222) Finance lease ...... (1) (27) (31) Net statement of financial position exposure ...... (137) (175) (73)

Source: * Audited Consolidated Financial Statements Electrica’s exposure related to fluctuations in the EUR/RON exchange rate is not significant. For the year ended 31 December 2013, Electrica’s exposure to the currency risk was approximately EUR 31 million.

Critical Accounting Policies and Estimates The consolidated financial statements have been prepared in accordance with International Reporting Standards (‘‘IFRS’’) as endorsed by the European Union (‘‘IFRS-EU’’). In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

139 Electrica defines ‘‘critical accounting policies’’ as the policies which Electrica believes are most important to the presentation of Electrica’s financial condition and results of operations, and which require management to make what it believes are the most difficult and subjective judgments, often as a result of the need to make estimates on matters that are inherently uncertain. Based on this definition, management has identified the following critical accounting policies and estimates addressed below, which were applied in the preparation of the Audited Consolidated Financial Statements. Electrica also has other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding Electrica’s results. See Notes 4, 5 and 6 to the Audited Consolidated Financial Statements for further information on (a) significant professional judgments and accounting estimates and (b) a summary of significant accounting policies, which were applied in the preparation of the Audited Consolidated Financial Statements. The accounting policies adopted in the preparation of the Unaudited Interim Consolidated Financial Statements are consistent with those applied to the Audited Consolidated Financial Statements, except for the accounting policies described in the section ‘‘—New accounting standards, interpretations and revisions to accounting standards’’ below.

Service Concession Arrangements The European Union adopted IFRIC 12 ‘‘Service Concession Arrangements’’ effective for financial years starting on or after 1 April 2009. The distribution subsidiaries (as operators) concluded concession contracts with the Ministry of Economy and Commerce (as grantor) in 2005, updated in 2009 by an addendum, which concerns the operation of electricity distribution service in the established territory (Transilvania Nord, Transilvania Sud, Muntenia Nord), on the risk and responsibility of the operators and taking into account the technical regulations applicable to the operation, modernization, rehabilitation and development of energy distribution networks specified in the Electricity Law, the terms and conditions of the licence for electricity distribution and the regulations issued by ANRE. Before entering into these service concessions, the distribution infrastructure was held by the operators and accounted as property, plant and equipment. The concession contracts are concluded for a period of 49 years and may be extended for a period equal to no more than half of that period. As a price for the concession, the companies pay an annual royalty fee recognized in the distribution tariff of 1/1000 of the revenues from electricity distribution. According to the concession contracts, the companies use the assets representing the distribution network owned by them located in the above-mentioned territory for the electricity distribution. According to the concession contracts, the grantor will buy at the end of the concession contract the ownership right on the ‘‘relevant assets’’, that is the electricity distribution networks, at a price equal to the value of the regulated assets base at the end of the concession. The Group is controlled by the State. IFRIC 12 deals with public-to-private service concession arrangements. Since the Group is controlled by the State, the concession arrangement is a form of public-to-public service arrangement and therefore does not fall under the provisions of IFRIC 12. However, due to the initial public offering, the management should re-analyse the accounting treatment used and applicability of IFRIC 12. One of the main factors considered by management is the public-to-private characteristic of the relationship. Based on the IPO strategy established by GD no. 85/2013, the State will hold a 49% interest in Electrica after the IPO; 51% of the shares will be offered to both individual and institutional investors. Based on the current strategy of the Government, the State is expected to continue to hold its interest for a considerable period after the IPO, and there are no plans by the Government to sell further shares in Electrica in the foreseeable future. A minimum of 10% of the share capital will be offered for retail, with the possibility of increasing the percentage. The voting power arrangements after the IPO are currently under discussion. Therefore the determination of control over the Group would be possible after the evaluation of the actual exercise of voting powers. After this evaluation the management will conclude whether the concession arrangement remains a form of public-to-public service arrangement and therefore not falling under the provisions of IFRIC 12 or it would become a public-to-private service arrangement. It is possible that in the future the Group change its accounting policy regarding the accounting of service concession arrangements. In case the Group will change its accounting policy according to IFRIC 12, the management applied its judgment and estimated that the impact of the financial statements as of 31 December 2013, 2012 and

140 2011 will be mainly as follows: reclassification from property, plant and equipment to intangible assets of the amount related to the network assets with no significant impact on the total non-current assets or total assets, and recognition of a construction revenue and construction costs in the statement of profit or loss with no significant impact on the net profit for the years 2013, 2012 and 2011. In concluding this, management has made a judgment related to the depreciation life and method of the intangible asset based on economic factors related to the economic benefits that would be received by the entity and based on the expected pattern of the expected future economic benefits determined by the methodology for distribution tariff setting.

Basis of measurement The consolidated financial statements have been prepared on the historical cost basis except for the property, plant and equipment, which are measured based on revaluation model. The assets and liabilities of the subsidiaries in financial distress (Servicii Energetice Banat, Servicii Energetice Dobrogea, Servicii Energetice Moldova, Servicii Energetice Oltenia) are not prepared on a going concern basis but on an alternate basis, as disclosed in Note 32 to the Audited Consolidated Financial Statements.

Revenue Revenue is recognised when it is probable that the economic benefit associated with the transaction will flow to the Group, and the amount of the revenue can be measured reliably. Revenue is recognised at the fair value of the services rendered or goods delivered, net of VAT, excises or other taxes related to the sale.

Supply and distribution of electricity The revenue from supply and distribution of electricity to consumers is recognised when electricity is delivered to consumers, based on meter readings and based on estimates for electricity delivered and for which no reading was performed yet. The invoicing of electricity sales is performed on a monthly basis. Monthly electricity invoices are based on meter readings or on estimated consumptions based on the historical data of each consumer. Electricity supplied to consumers which is not yet billed as at the reporting date is accrued on the basis of recent average consumptions or based on subsequent meter readings. Differences between estimated and actual amounts are recorded in subsequent periods.

Customer contributions According to the law, the value of new connections to the electricity network is charged to the final users as a connection fee. The new connections to the electricity network are the property of the Group. The Group recognises the connection fee received as deferred revenue in the consolidated statement of financial position and subsequently records it as revenues on a systematic basis over the useful life of the asset.

Rendering of services Revenues related to services rendered are recognised in the period in which the services were rendered based on statements of work performed, regardless of when paid or received, in accordance with the accrual basis.

Sales of goods Revenue from sale of goods is recognised when the goods are delivered and significant risks and rewards of ownership of the goods have passed to the buyer.

Employee benefits Short-term employee benefits Short-term employee benefits are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

141 Defined contribution plans Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

Defined benefit plans The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets. The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, are recognised immediately in other comprehensive income. The Group determines the net interest expense (income) on the net defined benefit liability for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability, taking into account any changes in the net defined benefit liability during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Other long-term employee benefits The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognised in profit or loss in the period in which they arise.

Termination benefits Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the end of the reporting period, then they are discounted.

Income tax Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in Other Comprehensive Income (OCI), in which case the tax is recognised directly in equity or in OCI.

Current tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends received by Electrica.

Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for (i) temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and (iii) taxable temporary differences arising on the initial recognition of goodwill.

142 Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if certain criteria are met.

Property, plant and equipment Property, plant and equipment are stated initially at cost, which includes purchase price and other costs directly attributable to acquisition and bringing the asset to the location and condition necessary for their intended use. After initial recognition, items of property, plant and equipment, except construction in progress, are measured at revalued amounts, which includes any accumulated depreciation and any accumulated impairment losses since the most recent valuation. Until 31 December 2003, the Group has restated the cost of property, plant and equipment according to IAS 29 ‘‘Financial Reporting in Hyperinflationary Economies’’, with its effect being recognised in retained earnings. Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using the fair value at the end of the reporting period. The difference between the revalued amount and the net carrying amount of property, plant and equipment is recognised as revaluation reserve included in equity. When an item of property, plant and equipment is revalued, the accumulated depreciation is eliminated against the gross carrying amount of that item, then the net amount restated to the revalued amount of the asset. If an asset’s carrying amount is increased as a result of a revaluation, the increase is recognised and accumulated in equity under the heading of revaluation reserve. However, the increase is recognised in profit and loss to the extent that it reverses a revaluation decrease of the same amount of the asset previously recognised in profit and loss. If an asset’s carrying amount is decreased as a result of a revaluation, the decrease is recognised in profit or loss. However, the decrease is recognised in equity in revaluation reserves if there is any credit balance existing in the revaluation reserve in respect of that asset. The revaluation reserve is transferred to retained earnings through the use of the asset (as the asset is depreciated) and upon disposal of the asset.

Assets held for distribution Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-distribution if it is highly probable that they will be recovered primarily through distribution rather than through continuing use. Such assets, or disposal groups, are measured at the lower of their carrying amount and fair value less costs of disposal. Impairment losses on initial classification as held-for-distribution and subsequent gains and losses on remeasurement are recognised in profit or loss.

Impairment of financial assets Financial assets measured at amortised cost The Group considers evidence of impairment for these assets at both an individual asset and a collective level. All individually significant assets are individually assessed for impairment. Those found not to be impaired are then collectively assessed for any impairment that has been incurred but not yet individually identified. Assets that are not individually significant are collectively assessed for impairment. Collective assessment is carried out by grouping together assets with similar risk characteristics. In assessing collective impairment, the Group uses historical information on the timing of recoveries and the amount of loss incurred, and makes an adjustment if current economic and credit conditions are such that the actual losses are likely to be greater or lesser than suggested by historical trends. An impairment loss is calculated as the difference between an asset’s carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account. For household customers the receivables are written off when the Group considers that there are no realistic prospects of recovery of the asset. For

143 customers other than households, the amounts are written off after the legal proceedings regarding the bankruptcy or liquidation of the customer are completed. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through profit or loss.

Equity-accounted investees An impairment loss in respect of an equity-accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount. An impairment loss is recognised in profit or loss, and is reversed if there has been a favourable change in the estimates used to determine the recoverable amount.

Impairment of non-financial assets At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating units (CGUs). The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time, value of money and the risks specific to the asset or CGU. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss, except for the property, plant and equipment measured at the revalued amount, in which case the impairment loss is recognised in other comprehensive income and decreases the revaluation reserve within equity to the extent that it reverses a previous revaluation surplus related to the same asset. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. A reversal of an impairment loss is generally recognised in profit or loss. A reversal of an impairment loss on a revalued asset is recognised in profit or loss to the extent that it reverses an impairment loss on the same asset that was previously recognised as an expense in profit or loss. Any additional increase in the carrying amount of the asset is treated as a revaluation increase.

Provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost. In particular, Electrica establishes provisions for: a) employee benefits, including retirement and disability payments, jubilee bonuses, benefits in kind in the form of free electricity to employees who retired from the Group, cash benefits to employees depending on the seniority and years of service at retirement; b) claims and litigation; c) severance payments related to individual redundancy programmes and schemes; and d) other provisions

Provisions for pension benefits and other post-employment benefits The amount of provisions for pension benefits and other post-employment benefits is estimated by an independent actuary (Deloitte) using the projected unit credit method with benefits calculated

144 proportionally to period to services. Electrica establishes provisions for the following post-employment benefits: (i) Retirement and disability payments According to enterprise remuneration systems and the binding law, employees of the Group are entitled to retirement and disability payments. These payments are one-off, at the time of retirement due to age or disability. The amount of a payment depends on the length of the employee’s employment and his/her average remuneration. Electrica establishes provisions for future retirement payments in order to allocate the costs to the periods to which they pertain. The accrued liabilities are equal to discounted payments that will be made in the future, considering staff turnover, and they relate to the period ending with the end of the reporting period. Demographics and staff turnover data are based on historical information. (ii) Provision for cash equivalent related to special tariffs for employees of the electricity industry In accordance with GD no. 1041/2003, as amended, the Group provides benefits in kind in the form of free electricity to employees who retired from the Group. (iii) Provision for other benefits for retirees and disability pensioners The Group also provides cash benefits in the form of jubilee and retirement bonuses. to employees depending on seniority and years of service at retirement.

Third party claims and litigations Provisions for third party claims and litigations and outcomes of pending litigations are established in amounts corresponding to the realistic value of the claim, with account taken of litigation costs, if any.

Severance payments related to individual redundancy programmes and schemes A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating losses are not provided for.

Other provisions Other provisions mainly include those related to excise tax representing a tax obligation related to the electricity sold to end-consumers, and adjustments to the corporate income tax for the preceding years.

Subsequent events Events occurring after the reporting dates 31 December 2013, 2012 and 2011, which provide additional information about conditions prevailing at those reporting dates (adjusting events) are reflected in the consolidated financial statements. Events occurring after the reporting dates that provide information on events that occurred after the reporting dates (non-adjusting events), when material, are disclosed in the notes to the consolidated financial statements. When the going concern assumption is no longer appropriate at or after the reporting period, the financial statements are not prepared on a going concern basis.

New Accounting Standards, Interpretations and Revisions to Accounting Standards For a description of the new standards, amendments to standards and interpretations that are effective for annual periods beginning after 1 January 2013 and have not been applied in preparing the Audited Consolidated Financial Statements, please refer to Note 7 to the Audited Consolidated Financial Statements. The Group has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial application of 1 January 2014 under IFRS-EU: (i) IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities (2011); (ii) Offsetting Financial Assets and Financial Liabilities—Amendments to IAS 32; (iii) Recoverable Amount Disclosures for Non-Financial Assets—Amendments to IAS 36 and (iv) IFRIC 21 Levies. For a description of the new standards and amendments to standards, including any consequential amendments to other standards, please refer to Note 3 to the Interim Unaudited Consolidated Financial Statements.

145 MARKET OVERVIEW Macroeconomic overview The Romanian economy was the third largest in Central and Eastern Europe in terms of GDP value in 2013, after Poland and the Czech Republic. According to Eurostat, the total GDP of all Central and Eastern European countries in 2013 was EUR 1,008 billion, 14% of which was contributed by Romania. In 2013, Romania was ranked second among all EU member states in terms of year on year real GDP growth. Growth in real GDP in the years 2011-2013 in selected Central and Eastern European countries and the EU as a whole is set out below.

2013 2012 2011 EU (28 member states) ...... 0.1 (0.4) 1.7 Poland ...... 1.6 1.9 4.5 Czech Republic ...... (0.9) (1.0) 1.8 Romania ...... 3.5 0.7 2.2 Bulgaria ...... 0.9 0.8 1.8 Hungary ...... 1.1 (1.7) 1.6

Source: Eurostat Industrial production growth in 2013 and compounded for the years 2004-2013 in selected Central and Eastern European countries and the EU as a whole is set out below:

2004 - 2013 2013 (CAGR) (%) EU (28 member states) ...... 0.1 (0.5) Romania ...... 7.8 3.8 Poland ...... 5.8 2.4 Bulgaria ...... 2.2 0.0 Hungary ...... 1.7 1.8 Czech Republic ...... 0.7 2.9

Source: Eurostat According to the National Statistics Institute, the increase in Romania’s real GDP in 2013 of 3.5% was mainly due to industry (+2.3%) and agriculture (+1.1%). Romanian GDP per capita, government budget and government debt for the years 2011-2013 (in current prices) is set out in the table below.

2013 2012 2011 (current prices) GDP per capita (RON) ...... 31,523 29,306 27,732 Budget Deficit (million RON) ...... 9,845 14,668 23,964 Government Debt (million RON) ...... 241,080 222,946 193,383

Source: Eurostat, Ministry of Finance In recent years the level of public debt in Romania has slightly increased in absolute terms, reaching RON 241 billion, which amounts to 38.2% of Romania’s GDP. By comparison, the average level of public debt in relation to GDP for all the 28 EU member states was 86.8% and in Central and Eastern European countries was 73.3%.

146 Information on budget deficit and government debt, in each case as a percentage of GDP for selected Central and Eastern European countries and the EU as a whole as of 31 December 2013 was:

Government Budget Deficit Debt (% of GDP) (% of GDP) EU (28 member states) ...... 3.3 87 Bulgaria ...... 1.5 19 Czech Republic ...... 1.5 46 Hungary ...... 2.2 79 Poland ...... 4.3 57 Romania ...... 2.3 38

Source: Eurostat Inflation in Romania and the exchange rate between EUR and RON for the years 2005-2013 is set out below:

Inflation EUR/RON (%) Year-end 2005 ...... 9.1 3.68 2006 ...... 6.6 3.38 2007 ...... 4.9 3.61 2008 ...... 7.9 3.99 2009 ...... 5.6 4.23 2010 ...... 6.1 4.28 2011 ...... 5.8 4.32 2012 ...... 3.4 4.43 2013 ...... 3.2 4.48

Source: National Bank of Romania, INSSE In 2013, Romania’s budget deficit amounted to RON 9.8 billion, while the deficit in the public finance sector totalled RON 15.77 billion, accounting for 2.5% of GDP (according to the Ministry of Finance). As part of a broader range of measures to stimulate the Romanian economy, in September 2013, Romania entered in to a stand-by arrangement with the IMF.

The Romanian Electricity Industry History Electricity use in Romania commenced in 1882 with the introduction of public electric lighting in Bucharest. By the end of the 19th century the public electric lighting network was supplied by several coal fired and hydroelectric power plants. In 1930, the first aerial electricity distribution line was constructed in Bucharest and by 1939 electricity production and use had expanded to most parts of the country. In 1948, the Romanian electricity industry was centralised and nationalised, under the coordination of a new government ministry, and in 1955 the National Electroenergy System was created through the merger of local power companies and electrical distribution networks. Development of the Romanian electricity supply and distribution industry accelerated with the rapid industrialisation of the country between 1955 and 1989 and through the incorporation of several regional energy companies and the creation of several developers and manufacturers of electricity distribution and supply equipment. In 1990, the Romanian government created a vertically integrated State-owned enterprise, the National Electricity Autonomous Administration, RENEL, to produce, transport and distribute electricity and heat, to develop the National Electroenergy System and conduct electricity import and export to and from Romania. In 1998, RENEL was subsequently restructured into three companies: the National Electricity Company CONEL, the National Company Nuclearelectrica and the Autonomous Administration for Nuclear Activities. CONEL was responsible for the production, transmission, distribution and supply of electricity and the production and sale of thermal energy, through three wholly- owned subsidiaries, Hidroelectrica, a hydro power generator, Termoelectrica, a thermal power producer and Electrica, an electricity producer, distributor and supplier, which was a predecessor company but not the same legal entity as the Company.

147 In 2000, CONEL was reorganised into four independent companies: the National Electricity Transmission Company ‘‘Transelectrica’’, the Electricity and Heat Production Company ‘‘Termoelectrica’’, the Electricity Production Company ‘‘Hidroelectrica’’ and the Electricity Distribution and Supply Company ‘‘Electrica’’. In 2002, under GO no.1342/2001, Electrica was reorganised into eight wholly-owned regional distribution and supply subsidiaries: Electrica Moldova, Electrica Dobrogea, Electrica Muntenia Nord, Electrica Oltenia, Electrica Banat, Electrica Transilvania Nord, Electrica Transilvania Sud and Electrica Muntenia Sud. Between 2004 and 2005, as part of a privatisation programme, Enel completed the acquisition of controlling interests in Electrica Banat and Electrica Dobrogea, while E.ON acquired a controlling interest in Electrica Moldova. During the same period, CEZ acquired a controlling interest in Electrica Oltenia and between 2007 and 2008, Enel acquired the majority shareholding in Electrica Muntenia Sud. The electricity market in Romania has gradually liberalised since 2000, with further liberalisation initiatives commencing on 1 January 2007 as a result of the implementation of European Directives 2003/54/EC and 2009/72/EC of the European Parliament and of the Council (the ‘‘Second Energy Package’’). As a result, liberalisation of the electricity supply market is ongoing and full liberalisation is scheduled to be completed by 1 January 2018 when regulated tariffs for household consumers and SMEs, which have not exercised their eligibility right to switch their electricity supplier, will be eliminated. For non-household consumers (excluding SMEs which have not used eligibility rights), regulated tariffs were eliminated from 1 January 2014. The table below shows the percentage of energy supplied to household consumers and SMEs who have not yet exercised their eligibility right to switch their electricity supplier, which the supplier of last resort is obliged to buy from the competitive market.

% of supplied energy acquired % of supplied energy from the regulated acquired from the Date market competitive market 1 January 2014 ...... 80 20 1 July 2014 ...... 70 30 1 January 2015 ...... 60 40 1 July 2015 ...... 50 50 1 January 2016 ...... 40 60 1 July 2016 ...... 30 70 1 January 2017 ...... 20 80 1 July 2017 ...... 10 90 31 December 2017 ...... 0 100 Liberalisation of the electricity supply market is being implemented gradually in Romania in order to protect household consumers from sudden price increases. By the end of 2017, the regulated supply contracts will not be permissible under Romanian law, except for legally protected classes of vulnerable consumers defined as household consumers which, due to age, bad health or reduced income, are at risk of social marginalization. Liberalisation is intended to create a transparent market, where competition allows consumers to benefit from lower prices and higher quality services. In addition, the introduction of renewable production sources to the network, such as wind and photovoltaic sources, which have a more variable output than conventional and nuclear production sources, require electricity networks to be more flexible in order to match variable supply with demand more efficiently. By 31 December 2012, as a result of this increasing market liberalisation, approximately half of the total electricity consumed in Romania was traded through regulated contracts. For more information on the regulation of electricity supply and distribution in Romania, see ‘‘Regulation’’.

Electricity generation capacity in Romania Romanian electricity generation capacity is comprised of hydroelectric, thermoelectric, nuclear, wind, solar and biomass generators within the Romanian National Power System (‘‘NPS’’). Total gross installed

148 capacity in the NPS as at 31 March 2014 was 23,976 MW. The table below presents total gross available capacity by generation source in Romania in March 2014.

Percentage of Gross Available Gross Capacity Available (GW) Capacity (%) Thermal power plants (coal) ...... 5,447 25 Hydropower plants ...... 6,331 29 Thermal power plants (hydrocarbons) ...... 4,488 21 Nuclear power plants ...... 1,413 7 Wind power plants ...... 2,619 12 Solar power plants ...... 1,073 5 Biomass and Geothermal ...... 96 0 Total ...... 21,467

Source: Transelectrica Electricity is produced in dispatchable and undispachable units. Dispatchable units are used by the relevant operator of the transmission network, or grid, to balance electricity supply and demand. The grid operator in Romania is Transelectrica, which is a member of UCTE and ENTSO-E. Romanian annual production of electricity (TWh) in the period 2011 to 2013 in dispatchable units is broken down by source as follows:

2013 2012 2011 Coal ...... 29.0% 39.7% 40.0% Hydro ...... 28.3% 22.8% 26.0% Nuclear ...... 20.6% 20.2% 19.4% Oil & Gas...... 14.9% 13.7% 12.7% Wind...... 7.1% 3.5% 1.9% Others ...... 0.1% 0.1% 0.0% Total (TWh) ...... 55.78 56.71 60.39

Source: ANRE Electricity production capacity in Romania is facing a series of challenges, in particular the exceedance of the technical limit of generation plant life. Appoximately 30% of the Romanian production capacities are more than 40 years old and another 25% are approximately 30 years old. In the last five years only approximately 15% of new Romanian electricity production capacity has been commissioned. Over the last ten years, nearly 3 GW of Romanian thermal production capacity has been shut down. It is expected that other plant closures are to be made in the next ten years, as many power stations require re-tubing and modernisation in order to meet EU requirements within agreed mandatory deadlines.

Electricity consumption and projected demand for electricity in Romania Internal consumption of electricity in Romania in 2013, according to ANRE, was 49.7 TWh, having decreased by 5.1% compared to 2012 and by 7.5% compared to 2011. This decrease was a result of a number of factors, including the decrease in consumption by large energy intensive industrial consumers such as steel, chemical and petrochemical plants and efficiency measures adopted by some industrial consumers. In 2013, Romania exported 2.47 TWh, while in 2012 exports were 1.15 TWh and in 2011 exports were 2.94 TWh According to its national energy policy, Romania intends to remain an exporter of electricity until 2020, and to continue to be an active player on the free electricity market in Central Europe. The bulk of electricity consumption in Romania is by non-household consumers, which accounted for 65.1% of the total consumption in 2012 and 62.1% in 2013. Household consumers accounted for 23.0% of electricity consumption in 2012 and 22.6% in 2013. The table below sets out total Romanian electricity

149 consumption by consumer types, together with network losses and net (import)/export of electricity for 2011, 2012 and 2013.

2013 2012 2011 (TWh) Total delivered energy, of which: ...... 51.70 52.11 55.64 Domestic consumption ...... 49.69 52.36 53.74 Non-household ...... 32.10 33.90 34.22 Household ...... 11.67 11.98 11.59 Transmission network losses ...... 1.03 1.00 1.07 Net (Import)/Export ...... 2.02 (0.25) 1.90

Source: ANRE According to ANRE, electricity consumption by consumers (net of consumption in the power sector), totalled approximately 43.77 TWh in 2013 and 45.88 TWh in 2012. The average electricity consumption per capita in Romania is still significantly lower than the average electricity consumption in the 28 EU member states. In 2012, Romanian electricity consumption per capita was 2.3 MWh, whilst the average electricity consumption per capita in all the EU countries was 6.0 MWh and in the selected Central and Eastern European countries (excluding Romania) in the table above it was 4.3 MWh. At the same time, the 1.1% compounded annual growth rate (CAGR) in electricity consumption per capita in the years 2007-2012 calculated as total domestic electricity consumption divided by the number of inhabitants was much higher than in most other Central and Eastern European countries, as this figure for all 28 EU member states is 0.7%. The table below sets forth per capita electricity consumption for selected Central and Eastern European countries, and the EU as a whole, in the years 2010-2012:

2012 2011 2010 (MWh) EU (28 member states) ...... 6.0 6.0 6.2 Poland ...... 3.5 3.5 3.4 Czech Republic ...... 5.9 5.9 6.0 Romania ...... 2.3 2.3 2.2 Bulgaria ...... 4.2 4.2 4.0 Hungary ...... 3.9 3.8 3.7

Source: Eurostat During 2010-2012 the electricity consumption (in MWh) related to EUR 1 million of GDP in certain countries of Central and Eastern Europe and in the EU, as a whole, was the following:

2012 2011 2010 (MWh) EU (28 member states) ...... 235 240 252 Poland ...... 351 359 367 Czech Republic ...... 405 399 417 Romania ...... 350 355 365 Bulgaria ...... 763 807 823 Hungary ...... 396 381 388

Source: Eurostat

Electricity Prices The Romanian electricity market has experienced significant changes in recent years. The most material changes have been driven by regulatory measures including gradual liberalisation of the market, the prohibition of competitive power purchase agreements (PPAs) outside of the OPCOM market and the unbundling of vertically integrated operators. Despite the significant liberalisation of the Romanian electricity market, prices of electricity in Romania vary from average prices in the EU. By way of comparison, the prices of electricity for household

150 and non-household consumers in Romania remain significantly lower than those in selected European countries. The table below presents prices of electricity for household and non-household consumers in Romania and other selected Central and Eastern European countries as well as the EU as a whole in 2013.

Price to nonhousehold Price to household consumers consumers (EUR/MWh) (EUR/MWh) EU (28 member states) ...... 94.2 137.0 Poland ...... 88.3 115.5 Czech Republic ...... 101.2 124.9 Romania ...... 90.4 89.0 Bulgaria ...... 80.3 77.1 Hungary ...... 90.4 106.1

Source: Eurostat In 2013, the average wholesale market price computed on the basis of ANRE monthly reporting, was RON 181.1 per MWh and the average wholesale price in 2012 and 2011, was RON 196.1 per MWh and RON 180.5 per MWh, respectively. The change between 2012 and 2013 amounts to a 7.6% decrease. The table below presents average electricity prices on the competitive retail market, i.e. the market for sales of electricity to end consumers.

2013 2012 2011 2010 2009 2008 Average Weighted Price (RON/MWh) ...... 297 293 257 244 242 224

Source: Calculated based on ANRE Monthly Reports. The average weighted price is calculated by weighting prices per client category (as defined by ANRE) by the total consumption per category during the respective period. Prices are before VAT, excise and other tax, but include services by the supplier. Amounts are rounded to the nearest integer. The retail price of electricity (without the distribution fee) is influenced by many factors including market conditions, the regulatory environment and average wholesale prices of electricity. According to ANRE, the average retail price of electricity in 2013 was RON 297 per MWh, while in 2012 it was RON 293 per MWh, which represented an increase of 0.3%.

Electricity transmission Electricity transmission is defined as the transportation of electricity by means of transmission lines with voltage higher than 110kV from generators to distribution networks, or in rare cases to end-consumers directly connected to the transmission network. In Romania, electricity transmission uses the highest rated voltage networks of 440kV and 220kV and is operated by Transelectrica in accordance with ANRE regulations. As well as managing the Romanian high voltage transmission network, Transelectrica also manages and operates the Balancing Market in order to ensure the safe and efficient operation of the NPS and ensure Romania’s energy security.

The Romanian Electricity Distribution and Supply Industry Distribution Electricity distribution is the transition of electricity over distribution networks from the transmission network to end-consumers. Electricity is distributed via high voltage (110 kV), medium voltage (from 1 kV to 110 kV) and low voltage (up to 1 kV) lines. According to ANRE, 48 entities in Romania held a licence to engage in electricity distribution as at 19 May 2014. Of these, eight distribution operators had a concession from the State to operate as regional monopolies in a respective region of the country. These operators control energy distribution in Romania. This group includes EDMN, EDTN and EDTS. Each is responsible for the exclusive distribution of electricity within its licensed region under a natural monopoly, based on a concession agreement entered with the State. Tariffs for electricity distribution are set by ANRE. Electricity distribution networks are comprised of electricity power lines, substations, transformers and other equipment. Major parts of the Romanian distribution network were constructed in the 1950-1960s and require material maintenance and upgrade for their continued operation. The technical condition of the distribution network varies. In some areas of the country there are problems with maintaining the electricity supply parameters, mostly in rural areas with long routes of low-voltage lines.

151 Electricity parameters for some of the medium and low voltage lines with low technical specifications, for example conducting sections, worn out insulation, high charges and large lengths are at the limit imposed by the performance standard for energy distribution as approved by ANRE. Key information for each of the three electricity distributors in the Electrica group for the years ended 31 December 2013 and 2012 is summarised in the table below.

Number of Energy Relative Number of Energy Relative connections(1) Length of distribution market connections(1) Length of distribution market in millions lines - km (TWh) share(2) in millions lines - km (TWh) share(2) Electricity Distributor (2013) (2013) (2013) (2013) (2012) (2012) (2012) (2012) EDMN...... 1.3 67,788 6.2 15% 1.3 67,544 6.3 15% EDTN ...... 1.2 67,137 4.6 11% 1.2 66,710 4.6 11% EDTS ...... 1.1 53,879 5.3 13% 1.1 53,527 5.3 13% Group Total ...... 3.6 188,804 16.1 39% 3.6 187,781 16.3 39%

(1) Connections are points in the distribution system where electricity is either supplied from or provided to the network (2) Calculated based on distributed volumes

Supply As at 31 December 2012 there were approximately 9.0 million total consumers on the Romanian electricity market, 94% of which were households. The total electricity supplied in Romania in 2013 amounted to 43.8 TWh. In 2013, approximately 26% of the total electricity supply was delivered to household consumers, while approximately 74% of the total electricity supply was delivered to non-household consumers. The table below presents electricity supplies by household and non-household consumers for the years 2010-2013.

2013 2012 2011 2010 (TWh) (%) (TWh) (%) (TWh) (%) (TWh) (%) Supply from the network to consumers: ...... 43.8 100 46.0 100 45.8 100 43.4 100 Of which: Household ...... 11.7 25 12.0 26 11.6 25 11.2 26 Non-household ...... 32.1 75 34.0 74 34.2 75 32.2 74

Source: ANRE Key information for the top ten Romanian electricity supply companies (including those serving the regulated and competitive market segments) is summarised in the table below:

Market share Supplier 2013 (%) Electrica Furnizare ...... 22.0 ENEL Energie ...... 10.1 ENEL Energie Muntenia ...... 9.9 E.ON Energie Romania ...... 8.2 CEZ Vanzare ...... 7.7 Alro ...... 6.9 Tinmar-Ind ...... 4.8 OMV Petrom ...... 3.0 Repower Furnizare Romania ...... 3.0 EFT Romania ...... 3.0 Arcelormittal Galati ...... 2.7

Source: ANRE

The Romanian Electricity Market Romania has a decentralised electricity market structure where participants enter into transactions relating to the purchase and sale of electricity. Governing principles for the electricity market are laid down in the Energy Law and detailed in secondary legislation including government decisions, resolutions and orders issued by ANRE. These principles are based on non-discriminatory and regulated access of all

152 participants to the electricity market, transparency of electricity tariffs, prices and fees, improvement of the competitiveness of the internal electricity market and active participation in the formation of both the regional and the internal EU energy market and development of cross-border electricity trading. According to the Energy Law, the Romanian electricity market is divided into a regulated market and a competitive market, with each of these markets having a wholesale and a retail component. The regulated market governs the sale and purchase of electricity for regulated tariff based prices, with transactions on this market made on the basis of regulated agreements. The regulated market serves electricity consumption by household consumers and SMEs which have not yet exercised their eligibility right. Electricity prices and regulated quantities to be traded between market participants on the regulated market are set by ANRE. ANRE also establishes quantities and prices for wholesale transactions between producers and suppliers of household consumers. The competitive market governs the sale and purchase of electricity on the basis of terms and conditions regarding prices and quantities which are established on the centralised energy markets managed by OPCOM. The Group’s supply segment, operating through Electrica Furnizare, has been the leading participant by overall volume of electricity supplied for the past three years. For more information on how the Romanian electricity market is regulated, see ‘‘Regulation’’.

The Wholesale Electricity Market Overview The wholesale electricity market provides the framework through which electricity suppliers purchase electricity from producers (or the other way around) or from other suppliers for resale. Network operators also purchase electricity on the wholesale electricity market for their own technological consumption. The wholesale electricity market includes all transactions performed between participating members, except for transactions to end consumers of electricity, which are made on the retail market. The size of the wholesale electricity market is determined by the volume of transactions performed by participants. The volume of these transactions exceeds the aggregate amount of electricity physically transferred from generators to consumers because traded energy includes resale transactions as well as the energy meant for exports. Trading in electricity consists of the purchase of electricity from generators or other entities engaged in electricity trading. Trading in electricity includes the wholesale of electricity and the sale of electricity to end-consumers. Wholesale electricity trading takes place between generators, suppliers and grid operators. The purchase and sale of electricity on the Romanian wholesale market is made either under bilateral contract carried out on the regulated market or through the Centralised Market of Bilateral Contracts (the ‘‘CMBC’’), the Negotiated Bilateral Contracts Market, The Day Ahead Market, the Intra-Day Market and the recently introduced Centralised Market for Bilateral Contracts with Double Continuous Trading and Electricity Market for Large Consumers (‘‘LCM’’). These markets are administered by OPCOM. The purchase and sale of electricity is also conducted through the Next Day Market and the Balancing Market. OPCOM ensures the transparency of prices for electricity. According to OPCOM the total quantity of electricity traded in 2013 was approximately 32.8 TWh, or about 66% of total demand in Romania. The table below presents electricity sales on the wholesale market (excluding trading activities) in the years 2011-2013 by type.

2013 2012 2011 (% of (% of (% of internal internal internal consumption) consumption) consumption) Centralised Market for Negotiated Bilateral Contracts ...... 31.0 69.8 110.1 Centralised Market for Bilateral Contracts ...... 37.8 16.3 9.4 Regulated Market ...... 33.7 45.3 52.1 The Day Ahead Market ...... 32.9 20.5 16.5 The Intra-Day Market ...... 0.028 0.014 0.009

Source: ANRE

153 In Romania the wholesale electricity market is structured into the following main segments:

Centralised Market for Negotiated Bilateral Contracts The Negotiated Bilateral Contracts Market is the most significant wholesale electricity market based on the amount of electricity traded. In 2013, 15,386 GWh were traded on this market, amounting to 31% of domestic consumption. In 2011 59,147 GWh were traded on this market, or 110.1% of total Romanian electricity consumption, whereas in 2012 this figure dropped to 36,536 GWh, or 69.8% of total Romanian electricity consumption. The average trading price on this market, according to ANRE, was 177.88 RON/ MWh in December 2011, 204.15 RON/MWh in December 2012 and 185.82 RON/MWh in December 2013

Centralised Market for Bilateral Contracts (CMBC) CMBC participants include electricity producers, suppliers and other grid operators (transport and distribution). Most electricity produced in Romania is traded on the CMBC which is a market conducted through open bidding of offers by market participants. Participants on the Centralised Market for Bilateral Contracts engage in fixed term bilateral electricity sale and purchase transactions, including bilateral electricity import / export transactions, in accordance with the Wholesale Electricity Market Commercial Code of the and relevant licence conditions for the sale and purchase of electricity. The term of the bilateral contracts on this market must be at least one month.

Centralised Market for Bilateral Contracts with Continuous Trading The Centralised Market for Bilateral Contracts with Continuous Trading is open to producers and suppliers and grid operators and has a higher degree of standardisation than the CMBC in terms of quantity, load profile and delivery period. The volume of transactions performed on this market is much lower than that on the CMBC. Trading on this market is conducted on-line from the terminals of registered participants and the identity and bids of market participants is public.

Regulated Market The Regulated Market is the regulated component of the wholesale electricity market that ensures supply, at regulated tariffs, to household and non-household consumers that have not exercised their right to choose their supplier, and to cover losses in the transmission and distribution grids. The Regulated Market was the second most important component of the wholesale electricity market in 2013, with transactions in 2013 amounting to 16,755 GWh, or 33.7% of total Romanian consumption. Average trading prices on this market range from 164.29 RON/MWh in 2011 to 151.85 RON/MWh in 2012 and to 171.13 RON/MWh in 2013.

The Day Ahead Market The Day Ahead Market (the ‘‘DAM’’) is the spot market for trading in electricity in Romania. The DAM is intended to create a centralised market framework for buying and selling wholesale electricity which is necessary in order to: • facilitate the creation of a competitive, transparent and non-discriminatory wholesale electricity market; • adjust contractual positions of the participants • reduce electricity trading prices; • establish reference prices for other transactions in the wholesale electricity market; and • optimise use of interconnection capacities with neighbouring countries by integrating the use of those capacities within the DAM. The DAM is managed by OPCOM and governs the sale and purchase of electricity for each trading interval of the following delivery day, based on standard product bids submitted by participants to the DAM. The DAM creates independent markets for each trading interval of the day of delivery. Each transaction corresponds to a delivery of electricity at constant power for the relevant trading interval. Transactions executed on the DAM require respective market participants to deliver electricity based on selling offers, and to accept the delivery of electricity in the case of purchase offers, in accordance with given transaction specifications.

154 Each transaction refers to a delivery day, a trading interval and a trading area. OPCOM is the central counterparty for each participant in the transactions executed on the DAM. In order to reduce settlement risk for these transactions, OPCOM requires a security deposit system from participants as a condition of their participation. Transactions are completed by physical delivery of electricity in the NPS on the delivery day. Each day of delivery has 24 consecutive trading intervals of one hour each, with the first trading interval starting at 00:00 hrs on the day of delivery. Exceptions are the transition days from summer time to winter time and respectively from winter time to summer time, when the delivery day has 25 and 23 trading intervals, respectively. According to ANRE Order no. 53/2011 (establishing the deadline for submission of offers on the trading day preceding the delivery day on the DAM), a participant in the DAM may submit offers for the delivery day to OPCOM before 11:15am on the trading day preceding the delivery day which is the closing time of this market. On 31 December 2013, 248 participants were registered on the DAM, of which 141 had sent at least one offer throughout the month. The average trading price in 2013 was 156.05 RON/MWh compared to 217.47 RON/MWh in 2012 and 220.55 RON/MWh in 2011. The share of spot transactions in terms of total consumption increased from 16.5% or 8,870 GWh in 2011, to 20.5% or 10,718 GWh in 2012, and to 32.9% or 16,346 GWh in 2013.

The Intra-Day Market The contribution of electricity produced from wind and solar generation in Romania is increasing and as a result, supply/demand imbalances are occurring. OPCOM has therefore developed an intra-day electricity market, to seek to reduce such imbalances by enabling participants to trade electricity for each hourly delivery interval up to two hours before the relevant delivery time. Participants on this market include licensed power generators, electricity suppliers, distributors and network operators. In 2013, transactions on the intra-day market amounted to 14.15 GWh or 0.03% of total Romanian electricity consumption, whereas for December 2012 transactions on this market were approximately 7.4 GWh or 0.01% of total Romanian electricity consumption. Average trading prices on this market ranged from 297.57 RON/MWh in 2012 to 194.30 RON/MWh in 2013.

New Markets OPCOM is developing two new electricity markets. The Centralised Market for Bilateral Contracts with Double Continuous Trading became operational on 16 May 2014, when the first trading offer was initiated. Trading agreements will be negotiated between the parties, prior to trading, based on standard EFET (European Federation of Energy Traders) contracts, establishing all contractual terms except for delivery profile, price and delivery period. Market participants will be required to submit to OPCOM eligibility lists specifying at least four counterparties with which the respective participant is willing to conclude agreements. OPCOM has also developed the LCM for major final customers with an annual consumption in excess of 70,000 MWh. Products traded on this market are similar to those available on other centralised bilateral energy markets, but for larger quantities of energy, with standard products having average hourly powers of at least 10 MWh and contracts being concluded for at least a year.

Markets operated by Transelectrica The Balancing Market Due to differences that can occur between forecasted production of electricity and actual consumption, active balancing of electricity production with electricity consumption is required on the wholesale electricity market. This is achieved through the Balancing Market. All participants on the wholesale electricity market assume a balancing responsibility or transfer this responsibility to another party. Transelectrica, as the operator of the Balancing Market, is the counterparty for all transactions conducted on this market. Amounts of electricity traded on the Balancing Market are normally relatively low, but in certain situations, where unexpected variation in consumption or production occurs, these quantities may become significant. Volumes traded on the Balancing Market are higher because of the introduction of increasing levels of Romanian renewable energy production to the NPS, which is inherently difficult to predict.

155 Both Transelectrica, the Romanian transmission operator, and the regional electricity distributors, including EDMN, EDTN and EDTS, require ancillary electricity to operate their distribution business and compensate for network losses. Purchase of such ancillary consumption is achieved through non-discriminatory market mechanisms, structured as auctions on OPCOM centralised markets.

The Technological Services Market All electricity producers must ensure delivery of reserves and must maintain available primary reserves for purchase by Transelectrica on the technological services market. Producers that trade on technological services market (including secondary reserves and tertiary reserves) must offer to trade electricity on the Centralised Balancing Market in a minimum quantity corresponding to the technological services amounts. Members of the Group do not participate in this market.

The Centralised Market for Allocation of International Interconnection Capacities A supply licence is required to transit electricity through the Romanian transportation grid or to export or import electricity from or to Romania. A participant must be registered on the Balancing Market and must participate in auctions for interconnection capacities. Participation on this market is ensured by signing a contract with Transelectrica for this service. Electrica is party to such a contract.

The Retail Electricity Market On this market, electricity is purchased for consumption by end-consumers and is traded between electricity suppliers and electricity consumers on the retail electricity market. The five suppliers of last resort supply the largest volumes on the retail market. The table below illustrates the structure of the regulated and competitive segments of the retail market in 2011 and 2012 by types of consumers. The ‘‘Total Market’’ value in this table reflects the aggregate electricity quantities supplied in the two retail market segments:

Increase 2012 2011 2011/2012 (GWh) (%) (GWh) (%) (%) Regulated consumption ...... 20,780 46 20,289 44 3 Household ...... 12,029 26 11,590 25 4 Non-household ...... 8,852 19 8,699 19 2 Competitive consumption ...... 25,105 55 25,525 56 (2) Household ...... 0 0 0 0 N/A Non-household ...... 25,105 55 25,525 56 (2) Total Market ...... 45,986 — 45,814 — —

Source: ANRE (competitive consumption data is not yet available for 2013)

Market share data for the regulated market As part of the Romanian electricity market liberalisation, electricity consumers have been free to change their electricity supplier by contract negotiation since 2007. Consumers may exercise this option either on the regulated market or the competitive market segments of the retail electricity market. On the regulated market, where consumers are supplied with electricity under a regulated regime, there are five mandated suppliers of last resort, including Electrica Furnizare. Suppliers of last resort are suppliers nominated by ANRE to provide the universal supply service under regulated conditions. In 2013 18,965 GWh of electricity was supplied to 8,991,881 captive consumers who had not exercised their eligibility right to switch electricity supplier, a decrease from 20,780 GWh being supplied in 2012.

Market share data for the competitive market In 2012 25,105 GWh of electricity was supplied to approximately 13,300 consumers through the competitive market, a decrease of approximately 2% from the year prior. In 2013, 24,805 GWh of electricity was supplied to consumers through the competitive market, down from the year before.

156 Green Certificates Market Green Certificates are issued to renewable energy producers for renewable energy they deliver to the grid and must be purchased by the electricity suppliers in order to comply with the regulatory Green Certificates acquisition quota established yearly by ANRE. Green Certificates are issued in electronic book-entry form and are traded separately from the electricity they represent. Renewable energy sources qualifying under the Green Certificate scheme are hydropower (plants with less than 10MW of installed power), wind, solar, biomass, bioliquid, landfill gas and sewage treatment plant, Green Certificates may be traded on the Centralised Market for Green Certificates (‘‘CMGC’’). OPCOM administers the CMGC. The trading of Green Certificates on the CMGC is performed on two markets, a Green Certificates centralised market, where participants submit anonymous offers to buy or sell Green Certificates and the OPCOM platform calculates a closing price on matched trade basis, and a Green Certificates bilateral contracts market (‘‘GCCMBC’’), where participants compete in public bids for contracts to buy and sell Green Certificates. Suppliers of energy and certain producers must acquire a certain number of Green Certificates annually in order to meet a mandatory quota of Green Certificates established yearly by ANRE. Failure to meet this mandatory quota leads to sanctions being imposed by ANRE. In this case, a sum equal to twice the maximum trading value of the Green Certificate must be paid to the Environment Fund Administration for each Green Certificate not acquired. In 2013, Electrica Furnizare was required to purchase RON 413,874,470.92 of Green Certificates (the figure is made up of the value of the green certificates to which costs of RON 27,939.55 are paid to OPCOM) based on its volume of electricity supplied. Based on the estimated quota established by ANRE and on its own calculations, Electrica Furnizare has met its current acquisition quota of Green Certificates for 2013. Information regarding the trading prices for Green Certificates (per year and per certificate) in the period 2011 - 2013 is summarised below:

Average Average Average Average weighted price weighted price weighted price weighted price 2013 (RON) 2012 (RON) 2011 (RON) 2010 (RON) GCCMBC...... 190.71 244.09 239.24 232.36

Source: OPCOM In 2013, Electrica Furnizare incurred costs of RON 414 million from buying Green Certificates, as 8.0% of consolidated revenue compared to RON 302 million or 5.7% of consolidated revenue in 2012 and RON 91 million in 2011 or 1.7% of consolidated revenue.

Competition Competition in the Romanian electricity supply market has increased following market liberalisation and it is expected that competition will increase as liberalisation measures continue to be implemented. Competition impacts mainly Electrica Furnizare, as the Group’s distribution segment is a fully regulated monopoly and therefore closed to competition. Electricity supply is presently not fully liberalised. ANRE has set up a calendar to eliminate regulated tariffs, with the intention that they be gradually replaced by tariffs on the competitive market (CPC). These are vetted with ANRE and applied to consumers which have not used their eligibility right. Through this method, the regulated tariffs have been eliminated starting 1 January 2014 for non-household consumers. For household consumers, tariffs currently have a competitive market component while the regulated part will be fully eliminated starting 1 January 2018. In 2013, the retail electricity supply market recorded 20 suppliers covering approximately 93.7% of the market, including the five mandated suppliers of last resort. Pursuant to a recent legislative initiative, suppliers of last resort will be re-elected by ANRE based on a competitive procedure and hence, there is a risk that Electrica Furnizare may no be re-nominated in this capacity. See ‘‘Risk Factors—The Group’s supply segment could lose its status of supplier of last resort’’. Electrica Furnizare was the leading participant by market share on the retail electricity supply market in 2013 with 22.1% of electricity supplied. Electrica Furnizare was also the leading supplier by electricity supplied in the regulated segment of the retail market by market share for the year ended 31 December 2013. The market share of the major

157 electricity suppliers by electricity supplied in the regulated segment of the retail market in the year ended 31 December 2013 is shown below:

Regulated Electricity Market share by market supplied in electricity Consumers at 2013 supplied Supplier December 2013 (TWh) [%] Electrica Furnizare ...... 3.53 6.9 36 E.On Furnizare ...... 1.42 2.5 13 Enel Energie ...... 1.47 3.5 18 Enel Energie Muntenia ...... 1.17 3.7 20 CEZ Vanzare ...... 1.40 2.4 13 Total regulated market ...... 8.99 18.97 100

Source: Company data, ANRE Electrica Furnizare was the leading supplier by electricity supplied in the competitive segment of the retail market by market share for the year ended 31 December 2013. The market shares of the major electricity suppliers by electricity supplied in the competitive segment of the retail market in the year ended 31 December 2013 is shown below:

Electricity Market share by supplied in 2013 energy supplied Supplier (TWh) [%] Electrica Furnizare ...... 2.8 11 Alro ...... 3.0 12 Tinmar Industries ...... 2.1 8 OMV Petrom ...... 1.3 5 Repower Furnizare Romania ...... 1.3 5 Total competitive market ...... 24.8 100

Source: Company data, ANRE The Group’s supply segment is vulnerable to both existing and new market entrants particularly in the context of ongoing market liberalisation in the supply of electricity to household consumers. These competitors may have greater resources available to them, and may decide to price their electricity supply competitively in relation to prices offered by the Group. For a description of the risks that the Group faces as a result of this competition in its supply segment particularly as a result of electricity market liberalisation in Romania, see ‘‘Risk Factors—The Group’s supply segment will face an increase in competition for the supply of electricity as the electricity supply market continues to liberalise risks relating to the Group’s business and industry’’.

158 BUSINESS General Overview Electrica is the leading distributor and supplier of electricity in Romania. The Group’s core business segments are the distribution of electricity to users and the supply of electricity to households and non-households consumers. Electrica’s distribution segment operates through EDMN, EDTS, EDTN and Electrica Serv and is geographically limited to the Northern Muntenia, Southern Transylvania and Northern Transylvania areas of Romania. The Group holds exclusive distribution licences for these regions. Electrica’s supply segment operates through Electrica Furnizare and supplies electricity to consumers both on the regulated electricity market (in the regions where the distribution subsidiaries of the Group operate) and the competitive electricity market (throughout Romania). The Group holds two supply licences, which can be extended covering the whole of Romania, which have a remaining term of seven and eight years respectively. As part of its distribution business, Electrica provides equipment maintenance, repair and other ancillary services to its network and, to a small degree, to third parties through its energy services subsidiary, Electrica Serv. In the year ended 31 December 2013, the Group generated revenues of approximately RON 5.2 billion and EBITDA of approximately RON 749 million from its operations, distributed approximately 16.1 TWh, representing approximately 39% of electricity distributed in Romania and supplied approximately 9.7 TWh of electricity, representing approximately 22.1% of electricity supplied in Romania to approximately 3.56 million end consumers. The Group operates in highly populated and industrialised areas of Romania. As of 31 March 2014, Electrica’s distribution business operates 8,389 km of high voltage lines, 45,643 km of medium voltage lines and 134,834 km of low voltage lines sustained by 28,514 transformers, serving approximately 3.6 million users across its distribution network. The Group recently undertook the Reorganisation pursuant to which voluntary liquidation and insolvency proceedings were commenced in respect of four out of the five electricity service subsidiaries that operated outside the geographic area of operation of the Group’s distribution segment, while the Group’s minority interests were spun-off to SAPE, a company newly incorporated for the purpose of managing these assets and which is wholly- owned by the State. For more information on the Reorganisation, see ‘‘Reorganisation’’, and for a description of the effect of the Spin-off on the Audited Consolidated Financial Statements and the Unaudited Consolidated Financial Statements, see ‘‘Unaudited Pro Forma Financial Information and Reports Thereon’’. Management considers the operations of SEMU, the Group’s service subsidiary that operates in Bucharest and its surrounding region, as non-material and non-core. As such the operations of this subsidiary are not included in the Group’s distribution or supply segment but are included together with the four distressed services subsidiaries in the external electricity network maintenance segment as reflected in the Audited Consolidated Financial Statements.

159 The Group structure following the Reorganisation, showing key financial and operational data as at 31 December 2013 for each of Electrica’s subsidiaries but excluding SEMU and the four distressed services subsidiaries, is set out below:

ELECTRICA S.A.

78%(1) 78%(1) 78%(1) 100% 78%(1)

ELECTRICA ELECTRICA ELECTRICA ELECTRICA SERV S.A. ELECTRICA DISTRIBUTIE DISTRIBUTIE DISTRIBUTIE FURNIZARE S.A. TRANSILVANIA NORD TRANSILVANIA MUNTENIA NORD S.A. S.A. SUD S.A.

(“ELECTRICA (“EDTN”) (“EDTS”) (“EDMN”) (“ELECTRICA SERV”) FURNIZARE”)6

Revenues : RON 619mnRevenues : RON 679mn Revenues : RON 737mn Revenues : RON 396mn Revenues : RON 4,780mn

8.9% of Group total(2) 9.8% of Group total(2) 10.6% of Group total(2) 5.7% of Group total(2) 68.9% of Group total(2) EBITDA(3): RON 216mn EBITDA(3): RON 220mn EBITDA(3): RON 225mn EBITDA(3): RON 19.6mn EBITDA(3): RON 117mn

1.2 million Users 1.1 million Users 1.3 million Users 3.56 million Customers

National market share National market share National market share National market share 22.1%(5) 11%(4) 13%(4) 15%(4)

DISTRIBUTION SEGMENT SUPPLY SEGMENT(6) TOTAL Revenue: RON 2,056 million TOTAL Revenue: RON 4,780 million 29.6% of Group total(2) 68.9% of Group total(2) Total EBITDA: RON 681 million(3) Total EBITDA: RON 117 million(3) Total Users: 3.6 million Total Customers:6JUN201415344852 3.56 million

(1) The remaining 22% of EDTN, EDTS, EDMN and Electrica Furnizare is owned by Fondul Proprietatea S.A. (2) For the year ended 31 December 2013; Group total represents the Group revenue before the consolidation elimination and adjustments. (3) EBITDA for operating segments is defined and calculated as segment profit (loss) before tax of a given operating segment adjusted for i) depreciation, amortisation and impairment/ reversal of impairment of property, plant and equipment and intangible assets in the operating segment, ii) net finance (cost)/income in the operating segment and iii) share of profit (loss) of equity-accounted investees in the operating segment (as disclosed in the Consolidated Audited Financial Statements) EBITDA is not an IFRS measure and should be treated as an alternative to IFRS measures. Management believes that the presentation of EBITDA enhances an investor’s understanding of the Group’s financial performance. This non IFRS measure is not presented in accordance with IFRS and the Group’s use of it may vary from others in the Group’s industry. This non IFRS measure has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information as reported under IFRS. (4) Based on volume of electricity distributed for the year 2013. (5) Based on volume of electricity supplied for the year 2013. (6) The figures refer to Group’s supply segment, which also include Electrica S.A.’s trading operations. The Group defines any producer, transmission system operator, distribution system operator, supplier, eligible consumer or captive consumer of electricity and also any consumer that is connected to the distribution network operated by the Group segment as ‘‘user’’ and defines any natural person or legal entity that enters into a purchase contract for electricity either with the consumer or otherwise, with a supplier as a ‘‘consumer’’. Users have connection points to the distribution network which are governed under individual contracts for network connection with the relevant Group distribution company. The Group defines its supply consumers using the same terminology as ANRE, which are either ‘‘household’’, comprising residential consumers and SMEs (defined as companies with less than 50 employees and an annual turnover or total assets less than EUR 10 million) assimilated to household consumers, who have not exercised their right to switch electricity suppliers, and ‘‘non-household’’, comprising medium and large industrial consumers.

160 In 2013, the Group distributed 16.1 TWh of electricity to its consumers, representing a 1.2% decrease over 2012, and supplied 9.7 TWh of electricity to its consumers, representing a 9% decrease over 2012. In the three months ended 31 March 2014, the Group distributed 4.1 TWh of electricity representing a 1.0% increase over the same period in 2013, and supplied 2.4 TWh of electricity to its consumers, representing a 4.6% decrease over the same period in 2013. The table below sets forth selected financial data related to the Group for the respective periods shown:

Three-month period ended 31 March Year ended 31 December 2014 2013 2013 2012 2011 (RON (%) (RON (%) (RON (%) (RON (%) (RON (%) million) million) million) million) million) Revenue EDMN ..... 187 15% 188 13% 737 14% 700 13% 667 12% EDTN ...... 165 14% 160 11% 619 12% 574 11% 534 10% EDTS ...... 179 15% 173 12% 679 13% 636 12% 605 11% Electrica Serv . 83 7% 85 6% 396 8% 403 8% 418 8% Electricity supply segment ..... 1,103 91% 1,312 94% 4,780 93% 4,801 91% 4,825 90% Other ...... 16 1% 27 2% 101 2% 153 3% 235 4% Consolidated eliminations and adjustments (522) (43)% (549) (39)% (2,155) (42)% (2,013) (38)% (1,917) (36)% Total revenues . . 1,211 100% 1,396 100% 5,157 100% 5,253 100% 5,368 100% EBITDA EDMN(1) .... 51 23% 45 25% 225 30% 203 31% 163 59% EDTN(1) ..... 69 31% 57 32% 216 29% 202 31% 150 55% EDTS(1) ..... 64 29% 42 23% 220 29% 197 30% 157 57% Electrica Serv(1) 3 1% 2 1% 20 3% 22 3% (34) (11)% Electricity supply segment(1) .... 60 27% 49 27% 117 16% 116 18% (110) (40)% Other(1) ...... (24) (11)% (16) (9)% (49) (7)% (92) (14)% (55) (20)% Consolidated eliminations and adjustments 0 0% 0 0% 0 0% 0 0% 0 0% Group EBITDA(2) 222 100% 180 100% 749 100% 647 100% 275 100% Group Adjusted EBITDA(3) .... 219 — 165 — 727 — 613 — 436 — Net profit (loss) EDMN ..... 26 30% 24 29% 106 34% 82 20% 59 (74)% EDTN ...... 28 32% 20 24% 52 17% 53 13% 24 (30)% EDTS ...... 22 25% 5 6% 56 18% 46 11% 10 (13)% Electrica Serv . (1) (1)% (2) (2)% 12 4% (5) (1)% (57) 71% Electricity supply segment ..... 42 48% 39 48% 90 29% 79 19% (138) 173% Other ...... (28) (32)% (20) (24)% 27 9% (79) (19)% (53) 66% Consolidated eliminations and adjustments 0 0% 16 20% (27) (9)% 240 58% 76 (95)% Total net profit (loss) ...... 88 100% 82 100% 314 100% 416 100% (80) 100% Capital expenditure(4) EDMN(4) .... 29 27% 30 25% 211 32% 166 27% 153 28% EDTN(4) ..... 33 30% 48 40% 214 33% 200 32% 172 31% EDTS(4) ..... 46 42% 40 34% 207 32% 222 36% 211 38% Electrica Serv(4) 0 0% 0 0% 2 0% 9 1% 6 1% Electricity supply segment ..... 1 1% 0 0% 5 1% 14 2% 6 1% Other(4) ...... 0 0% 0 0% 1 0% 3 0% 4 1% Consolidated eliminations and adjustments 0 0% 0 0% 9 1% 2 0% 3 1% Total capital expenditure(4) . 109 100% 119 100% 650 100% 617 100% 554 100%

(1) EBITDA for operating segments is defined and calculated as segment profit (loss) before tax of a given operating segment adjusted for i) depreciation, amortisation and impairment/ reversal of impairment of property, plant and equipment and intangible assets in the operating segment, ii) net finance (cost)/income in the operating segment and iii) share of profit (loss) of equity-accounted investees in the operating segment (as disclosed in the income statements). (2) Group EBITDA is defined and calculated as consolidated profit (loss) before tax adjusted for i) consolidated depreciation, amortisation and impairment/ reversal of impairment of property, plant and equipment and intangible assets, ii) consolidated net finance (cost)/income and iii) consolidated share of profit (loss) of equity-accounted investees (as disclosed in the income Statements)

161 (3) Group Adjusted EBITDA is defined as Group EBITDA adjusted for non-recurring events (i) consolidated impairment / reversal of impairment of trade and other receivables, net and (ii) consolidated write down / reversal of write down of inventories, net (as disclosed in the income Statements). Neither EBITDA nor Adjusted EBITDA are IFRS measures and should be treated as alternatives to IFRS measures. Management believes that the presentation of EBITDA and Adjusted EBITDA enhances an investor’s understanding of the Group’s financial performance. These non IFRS measures are not presented in accordance with IFRS and the Group’s use of them may vary from others in the Group’s industry. These non IFRS measures have limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information as reported under IFRS. A reconciliation of net profit/ (loss) for the period/year and Adjusted EBITDA, is presented in ‘‘Selected Consolidated Financial and Operating Information’’. (4) Capital expenditure is defined as funds invested to acquire, to upgrade or to replace property, plant and equipment. In 2013, the Group generated revenues of RON 5,157 million, EBITDA of RON 749 million and net profit of RON 314 million, representing a 1.8% decrease, 15.7% increase and 24.4% decrease, respectively, from 2012. In the three month period ended 31 March 2014, the Group generated revenues of RON 1,211 million, EBITDA of RON 222 million and net income of RON 88 million from its operations, representing a 13.2% decrease, 23.2% increase and 7.9% increase, respectively, over the same period in 2013. The following table sets out information relating to the development of the Group’s distribution network and volume of electricity distributed for the respective periods shown:

2013 2012 2011 Power lines length (km) ...... 188,804 187,781 186,600 High voltage (HV) ...... 8,389 8,363 8,356 Medium voltage (MV) ...... 45,630 45,399 45,165 Low voltage (LV) ...... 134,785 134,019 133,079 Number of users (millions) ...... 3.6 3.6 3.6 Electricity distributed (GWh) ...... 16,066 16,268 16,190 The following table sets out information relating to the development of the Group’s supply segment customer base broken down by type of customer and type of market and volume of electricity supplied for the respective periods shown:

2013 2012 2011 Number of consumers (‘000) ...... 3,566 3,549 3,529 Regulated ...... 3,532 3,532 3,516 Household ...... 3,335 3,313 3,294 Non-Household ...... 197 219 222 Competitive ...... 34 17 13 Electricity sold to consumers (GWh) ...... 9,685 10,658 11,607 Regulated ...... 6,896 7,473 7,380 Competitive ...... 2,789 3,185 4,227

History and Development In 1998, the Romanian Government restructured the Electricity Autonomous Administration RENEL, a vertically integrated State-owned electricity production, transmission, distribution and supply company, the production and transmission of thermal power plants and the operation and development of the national energy system, in accordance with GD no. 365/1998. As a result, in 1998, RENEL was restructured into three companies which led to the establishment of the National Electricity Company CONEL S.A., a State-owned entity responsible for electricity generation, transmission, distribution and sale and production and sale of thermal power and the operation and development of the national energy system. CONEL SA was wholly owned by the State, represented at that date by the Ministry of Industry and Commerce. Subsequently, as part of CONEL’s restructuring, Electrica was established as an electricity distribution and supply company in 2000, through the GD no. 627/2000. As an effect of the same government decision, Termoelectrica S.A., the State-owned thermal power and heat co-generator, Hidroelectrica S.A., the State-owned hydropower producer and Transelectrica, the State-owned electricity transmission network and market operator, were formed. In 2002, as an effect of GD no. 1342/2001 regarding Electrica’s reorganisation, eight regional distribution and supply companies were incorporated. Between 2004 and 2008, controlling interests in five of these eight regional companies were acquired by

162 international operators ENEL, E.ON and CEZ, with Electrica retaining minority interests in Enel Distributie Muntenia S.A. (23.57%), Enel Energie Muntenia S.A. (23.57%), Enel Distributie Dobrogea (24.90%), Enel Distributie Banat S.A. (24.87%), Enel Energie S.A. (36.99%), E.ON Moldova Distributie S.A. (27%) and E.ON Energie Romania S.A. (3.78%). Each of these companies were formed as part of the State’s privatisation of the electricity distribution and supply businesses. Prior to the Spin-off, the remaining participations held by Electrica in addition to its minority interests, comprised of a 78% interests in each of the three regional distribution companies, EDMN, EDTN and EDTS, a 78% interest in the supply company, Electrica Furnizare and 100% interests in Electrica Serv and in a number of five regional service subsidiaries. The three distribution companies of the Group in which Electrica holds a 78% stakes, were initially formed through the reorganisation of Electrica according to GD no. 1342/2001 as distribution and supply companies. In 2007, the supply business was split-off from the distribution business (through a spin-off of these three entities) according to GD no. 675/2007 through the creation of three separate supply entities leaving EDMN, EDTS and EDTN operating as distribution businesses. Electrica Furnizare was created in 2011, in accordance with GD No. 930/2010, by the merger of three supply companies held by Electrica. The services company Electrica Serv, which was 100% owned by Electrica, was spun off into six separate energy services operators between 2011 and 2012 in accordance with GD no. 760/2010. As part of the Reorganisation, three of these, SEB, SED and SEMO, entered liquidation, SEO entered insolvency, and the remaining service operations of the Group are now conducted solely by Electrica Serv and SEMU. For more information on the Reorganisation, see ‘‘Reorganisation’’, ‘‘Operating and financial review—Material developments post-balance sheet date— Liquidation of service subsidiaries’’. All of Electrica’s subsidiaries are located in Romania. For more information on the history of the Group in the context of development of the Romanian electricity industry, see ‘‘Market Overview—The Romanian Electricity Industry’’. Electrica is the holding company for the Group’s operating subsidiaries. The Group operates its distribution and service operations through its distribution segment, and its electricity supply business through its supply segment. Electrica is headquartered in Bucharest and as at 31 March 2014 had 149 employees. Its responsibilities comprise the implementation and monitoring of the Group’s strategy for the overall coordination of operational management of the Group’s business segments and it has recently implemented the installation of a Group wide financial and accounting system to enable timely operational management and IFRS reporting across the Group’s operating segments. In addition, management plans to create a Shared Services Centre, to be managed by Electrica, in order to consolidate the Group’s support functions, including HR, finance, procurement, customer support and IT. The Group operates in a highly regulated sector. The Romanian electricity market is governed primarily by the Energy Law and detailed secondary legislation including government decisions, regulations and regulations issued by ANRE. Romanian electricity market liberalisation commenced in 2003 and was enhanced in 2007, following implementation of the EU Second Energy package. Liberalisation principles introduced under the former energy law no. 13/2007 and further developed by the Energy Law included the grant of non-discriminatory and regulated access to all participants in the electricity market and the underpinning of electricity tariffs, and prices paid to the Group for its regulated activities. The Energy Law divides the electricity markets in which the Group operates into a regulated market and a competitive market, with each of these two segments having a wholesale and a retail component. The regulated market governs the sale and purchase of electricity for regulated prices, with transactions on this market made on the basis of regulated agreements in order to ensure supply and demand for captive consumers. Electricity prices on the regulated market are regulated by ANRE on the basis of decisions establishing prices and quantities for wholesale transactions between producers and suppliers of household consumers. Electrica, through its supply segment, is one of five suppliers of last resort on the regulated market for household consumers. The competitive market is fully liberalised and governs all other non-regulated transactions. Ongoing energy market liberalisation and reform significantly affects the results of operations from, and management’s strategy relating to the Group’s distribution and supply segments. The Group’s supply segment in particular is expected to experience significant impact from market liberalisation.

163 Strengths Management believe that the Group’s historical success and its potential for future growth are primarily due to its following key strengths.

Leading electricity distribution business operating under long term concession The Group’s electricity distribution business is the largest in Romania both in terms of volume of electricity distributed to users and number of users. According to ANRE, in 2013 the Group distributed 16.1 TWh electricity to approximately 3.6 million users, representing 39% of the volume of electricity distributed The distribution segment operates under long-term concession arrangements granted by ANRE until 2054 based on licences granted by ANRE valid until 2027, which have a renewal option for another 25 years. In 2011, 2012 and 2013, respectively, the distribution segment contributed 160%, 96% and 91% of Group EBITDA. The Group has enjoyed an 8% and 2% increase in its regulated asset base, or RAB in 2012 and 2013, respectively. RAB is a key driver of regulated revenue growth for the Group’s electricity distribution activities. Group revenues have also increased due to an increase in the RAB pre-tax rate of return expressed in real terms from 7% to 8.52% starting 1 January 2013, leading to an increase in the tariffs applicable to the Group’s distribution operations. Management believe that the regulatory methodology under which the Group operates its distribution segment provides an opportunity for it to predictably forecast revenue growth from additional capital investment in its distribution segment.

Leading supply business The Group’s electricity supply business is the largest in Romania both in terms of volume of electricity supplied to consumers and number of consumers. According to ANRE, in 2013 the Group supplied 9.7 TWh of electricity to approximately 3.56 million consumers, representing 22.1% of the volume of electricity supplied in Romania. Management believes that as full market liberalisation becomes implemented, the Group’s size and extensive investment in its IT and billing systems and personnel training, as well as the Group’s detailed customer database of energy demand behaviour, will afford it a scalable competitive advantage over new market entrants. Management further believes that the Group’s brand, credit quality and perceived stability provides it with strong customer loyalty as an electricity supplier, serves to reduce churn with existing consumers and supports its electricity sale and procurement activities. Further, Management believes that the Group’s brand strength will also enable it to diversify its service offering to both existing and new consumers in other service regions.

Stable regulatory regime providing steady and predictable cash flows The Romanian energy market regulator, ANRE, has been in existence for 16 years. During this time it has implemented several significant regulatory reforms required under EU energy policy and has successfully implemented steps towards full electricity market liberalisation. ANRE has closed two regulatory periods of three years (2005-2007) and respectively five years (2008-2012) for the setting of tariffs which has provided an attractive regulatory environment for the Group to conduct its business. 2013 was treated by ANRE as an intermediary year between the second and the third regulatory period (2014-2018). The RRR calculated on a WACC basis for the current regulatory period ending on 31 December 2018, expressed on a pre-tax basis in real terms increased from 7.00% for 2005-2008, to 8.52% from 1 January 2013, one year prior to the commencement of the current regulatory period. In addition, the RRR for privatised distribution operators in Romania was significantly greater than that applicable to the Group’s distribution subsidiaries for the last two regulatory periods, but has recently been equalised for all market participants from 1 January 2014 for the current five-year regulated period. ANRE sets tariff levels where regulated operators can maintain an acceptable level of profitability, provided that they meet various performance targets. The regulator is considered to be supportive of Electrica’s development and responsive to Electrica’s requests. The Group’s current regulated revenue targets, based on certain economic assumptions, have recently been set by ANRE for the current five year regulated period which commenced in January 2014. Under the current regulatory regime, the Group also enjoys a measure of protection from inflation because the calculation of regulated revenue is adjusted for inflation. Management believes that the strength of its relationship with ANRE and the stable regulatory environment under which the Group conducts its business, provides the Group a high level of visibility and predictability over its future cash flows. The Group’s net cash from operations was RON 318 million, 996 million and 915 million in 2011, 2012 and 2013, respectively. This allows the Group to implement network infrastructure improvements, plan for balance sheet efficiencies and provide a stable basis for dividend payments to shareholders.

164 Financial capacity to support growth and dividends The Group’s operations generate a high level of predictable revenue. The Group’s EBITDA amounted to RON 275 million, RON 647 million and RON 749 million in 2011, 2012 and 2013 respectively, with the distribution segment contributing 160%, 96% and 91% of consolidated EBITDA in 2011, 2012 and 2013, respectively. Management expect that the stability of revenues from the Group’s operations and, in particular, the regulated revenue from operations in the electricity distribution segment, constitute a solid basis for further development of operations, implementation of the Group’s investment programme and the ability of the Company to pay long-term dividends. The Group has managed historically to provide high levels of service quality with relatively low capital investment, and low levels of indebtedness. In addition, the Group has grown its net cash position from a RON 76 million liability in 2011 to RON 298 million in cash in 2013.

Strong technological capability and management expertise Management has a proven track record in the operation and management of electricity distribution and supply. The Group is the first operator in Romania to have embarked on a pilot programme to implement smart metering. Management believes that this experience not only allows the Group to efficiently and cost-effectively manage its current operations but will assist with implementation of the Group’s significant distribution network enhancements.

Strategy The Group’s overall goal is to create value for its shareholders and other stakeholders, by leveraging its strengths through the following strategy.

Focus on core regulated distribution activities in Romania Management seeks to outperform key performance targets set by ANRE and enhance the Group’s operational efficiency when allocating capital by increasing the size of its RAB. Smart grid investments are remunerated by ANRE through a RRR of 9.02% compared to 8.52% for other RAB investments, subject to target network losses being achieved. Management intends to invest in network development and improvement through the installation of smart meters and smart grid network infrastructure in order to reduce network losses, improve network flexibility, improve the quality, reliability and safety of the Group’s operations and take advantage of increased tariffs for the implementation of, among other things, smart grid systems. The introduction of smart distribution networks incorporating ‘‘smart grids’’ and smart metering is driven by EU wide energy market legislation whose term goal is to reduce electricity price, increase competition in the electricity market and reduce CO2 emissions. Management intends to maintain a proactive, constructive dialogue with ANRE in order to seek to ensure that the Group’s capital investment is given positive regulatory treatment and to maximise shareholder value. As a result, management intends to invest RON 4.7 billion to increase the size of the Group’s regulated asset base or RAB, in its distribution segment over the 2014 - 2018 period. ANRE is open to accept the investment programme, conditional upon the compliance with the tariff methodology for the electricity distribution activity.

Grow and diversify the Group’s supply segment In order to preserve market share in the regions where it is the incumbent supplier and to increase its market share in new regions, Management intends to improve the Group’s customer service and widen its service and product offering to its consumers, with a view towards increasing their service satisfaction and loyalty. Management also intends to leverage Electrica’s strong brand identity to provide new value-added services to existing and new consumers, including energy management, energy efficiency consulting, operation and maintenance and on-site distributed power generation and energy solutions in order to grow and diversify the Group’s revenue streams from both existing and new consumers. In addition, Management intends to improve the method and terms on which the Group’s supply segment purchases electricity on the wholesale electricity market by using its scale and customer data. Management also intends to increase the efficiency of the supply segment’s operations by investing in its sales’ function, and improving its customer collection rate by streamlining its billing operations.

165 Reinforce the Group structure and improve operating efficiencies Management seeks to align its operating performance with the highest benchmarks in the power distribution and supply sector. Following the successful implementation of the Reorganisation, the Group plans to undertake additional measures to reinforce the Group’s strategic direction as a consolidated and integrated electricity distribution and supply business. In addition, Management intends to improve labour productivity and operational performance which is comparatively low compared to its peers in both its distribution and supply segments. For example, management intends to consolidate the Group’s support functions, including HR, finance, procurement, customer support and IT, in a single Shared Services Centre. Management believes that this will deliver significant synergies, provide cost savings from economies of scale, process standardisation and optimisation of staff levels and result in increased operational expenditure efficiency for the Group.

Maintain and grow a profitable and low risk business and financial profile The Group derives the majority of its revenues from regulated activities. In operating its core distribution business, Management seeks to preserve an efficient, conservative capital structure and intend to continue to invest in the Group’s core regulated business in order to maintain a stable, consistent and profitable business profile and enable the Company to finance capex and pay dividends. Assuming that the necessary legal framework is in place, the Group may also seek to identify and acquire other regulated businesses within Romania and in its vicinity where these are consistent with its regulated business profile and its strict financial investment criteria. Management further believes that the Group’s low level of indebtedness and stable capital structure will enable it to finance acquisition opportunities on a competitive basis in the future.

Enhance the Group’s environmental and sustainability profile Management believes that as a leading Romanian utility company it has a duty to preserve and enhance the environment in which it operates its business. As a result, Management will strive to promote environmentally friendly policies and procedures for the Group’s operations in order to minimise their impact on the environment when implementing the Group’s business strategy. For example, the implementation of smart grid networks and the expected reduction in network losses that this is intended to achieve, is expected to improve energy efficiency and a reduction in CO2 emissions in Romania. In addition the Group intends to improve its waste management costs, and generate cost savings from its energy and material consumption.

Investment Programme Overview Total projected capital expenditure for the Group for the period until 31 December 2018 is estimated to be RON 6.3 billion. RON 4.7 billion of this total is earmarked for capital investments in the distribution network, in investments that are considered by ANRE in the calculation of the distribution tariff applicable to the Group. Management intends to develop the Group’s distribution network through refurbishment of its existing network infrastructure in order to reduce network losses, improve network flexibility and improve the quality, reliability and safety of the distribution network, as well as through the installation of smart meters and smart grid network infrastructure, such as EMS/DMS/OMS SCADA systems, to improve operating efficiencies.

166 The table below presents the breakdown of the Group’s investment programme for the period until 31 December 2018 by segment:

Total RON million 2014 2015 2016 2017 2018 2014 - 2018 Distribution Regulated investment ...... 357 1,079 1,085 1,094 1,094 4,709 Non regulated capex ...... 250 246 237 231 243 1,207 Total ...... 607 1,325 1,322 1,325 1,336 5,916 Supply, services related to external distribution networks and headquarters Total ...... 128 72 52 52 52 355 Total Group ...... 734 1,397 1,374 1,377 1,389 6,271

The table below presents the breakdown of the Group’s proposed investment programme by types of investment.

2014 - 2018 Amount Proportion (RON million) (%) Efficiencies ...... 3,081 49% Smart grid ...... 1,524 24% Smart metering ...... 104 2% New connections ...... 1,093 17% Others ...... 469 7% Total ...... 6,271 100%

Distribution segment Refurbishment of existing network infrastructure Management intends to invest approximately RON 3.0 billion over the 2014 - 2018 period to modernise its distribution network and reduce network losses, and improve the quality, reliability and safety of the Group’s service offering. Refurbishment of the existing distribution network infrastructure will include upgrading a number of legacy transformers, high, medium and low voltage lines, including upgrading medium voltage lines of lower level to 20kV in order to reduce network losses. Management expects that the Group’s network losses will reduce and that its SAIDI and SAIFI figures will improve as a result of the refurbishment of the distribution segment’s network infrastructure.

Network development to connect new users The Group is required to connect new users in its licenced region, which requires investments in the power grid at all voltage levels operated by its distribution segment. Over the 2014 - 2018 period management expects to invest approximately RON 1.1 billion on development of the grid in order to enable the connection of additional users. This expected level of investment is an estimate and is dependent upon the actual number of requests that are made for new connections by new and existing users. Capital expenditure spent on new connections are not recognised in the RAB and are not remunerated in the distribution tariff, but are realised from the clients’ distribution and included in the fixed assets of the distribution company where the connection is established.

Investment in smart metering systems The implementation of advanced metering infrastructure in order to: • increase the network’s operational efficiency and profitability; • enhancing the reliability and quality of supply; • improving the quality of service provided to the Group’s consumers; and • establishing the development of more widely dispersed electricity generation, particularly from renewable sources, in the Group’s licenced regions.

167 Management plans to invest approximately RON 1.5billion in introducing smart metering systems and smart network infrastructure to its network over the next four years. Investment in smart metering and smart network infrastructure will be granted a RRR 0.5% points higher than other investments on a pre-tax basis under current ANRE methodology, subject to actual network losses being lower than the target network losses agreed with ANRE with 1%. The Group’s investment in smart metering systems is expected to commence in 2015, following final determination by ANRE of the level of recognition smart metering system investment will achieve.

Other non-core activities to be discontinued Before the changes in the Romanian renewable regulatory framework that made investments in renewable generation in Romania relatively less attractive in terms of risk/ return profile, Management had employed relatively limited resources in renewable generation projects. However, the Company will be seeking to discontinue such activities given: (i) the unfavourable changes in renewable generation regime; (ii) Group’s strategy to focus on investments in its core electricity distribution and supply business and, (iii) limited synergies of renewable generation with distribution and supply activities. The financial statements reflect Management’s plan to discontinue these projects.

Supply segment and headquarters Shared Service Centre Management intends to create operational synergies through the creation of a Shared Service Centre to consolidate, professionalise and automate its support functions. The Shared Service Centre will help optimise staff levels and by centralising back office functions, improve operating efficiencies and includes investment in a new consolidated SAP ERP system. Investment in the Shared Services Centre is scheduled to begin in 2014 and to be fully implemented by the end of 2015. Expenditure on the Shared Service Centre will be treated as operating and capital expenditure. Management believes that, following implementation of the Shared Services Centre, the Group’s operating expenditure will be more consistent with ANRE’s tariff calculation methodology with respect to operating expenditures.

Investment criteria In implementing its investment programme, Management will endeavour to fulfill the following criteria: • An investment must be consistent with the Group’s strategy and in particular with Management’s objective to maintain a strong regulated company profile. • The proposed investment project is allowed under the legal regime in which the Group conducts its business and the benefits of the investment are technically confirmed. • Including in RAB the regulated investments in view of their remuneration by applying the RRR in accordance with the methodology for establishment of the tariffs for the electricity distribution service. • Investments in the Group’s non-regulated business must deliver a forecasted internal rate of return that exceeds its weighted average cost of capital. • The proposed investment will be consistent with the Group’s financial strategy to maintain a conservative and stable capital structure. In addition the Company may also consider acquisition oportunities in the future that are consistent with its core business, strategy and risk return profile, in accordance with applicable law.

Distribution Segment EDMN, EDTN and EDTS The Group conducts its distribution activity through three regional distribution subsidiaries, EDMN, EDTN and EDTS. EDMN distributes electricity to users in Northern Muntenia (covering Prahova, Buzau, Dambovita, Braila, Galati and Vrancea counties), EDTN distributes electricity to users in Northern Transylvania (covering Cluj, Maramures, Satu Mare, Salaj, Bihor and Bistrita—Nasaud counties) and EDTS distributes electricity to users in Southern Transylvania (located in the middle of Romania and covering Brasov, Alba, Sibiu, Mures, Harghita and Covasna counties). The distribution segment also

168 includes a services business operated through Electrica Serv, which provides equipment maintenance, repair and other ancillary services to EDMN, EDTN and EDTS. As part of its growth strategy, Electrica Serv also intends to provide its services to third party electricity distribution and other electricity related service providers throughout Romania. The Group’s electricity distribution activities are carried out by EDMN, EDTN and EDTS under the Distribution Licences. The Distribution Licences cover the service and distribution of electricity to users by EDMN, EDTN and EDTS in their respective region of operations. Each Distribution Licence lasts for 25 years, with the possibility of extension for a further 25 year period, and includes compliance requirements for the operation, modernisation, rehabilitation and development of networks for electricity distribution provided under the Energy Law, the licence conditions and ANRE regulations. Each of the Distribution Licences expires in 2027. For more detail on the Distribution Licences, see ‘‘—Material Operating Licences and Concessions’’. Each of EDMN, EDTN and EDTS are party to energy distribution contracts pursuant to which the suppliers offer supply services for consumers connected to their electricity distribution network. These consumers purchase electricity from power suppliers who are also parties to the relevant distribution agreement. EDMN, EDTN and EDTS are each party to distribution agreements with Electrica Furnizare. In 2013 under these agreements, EDMN, EDTN and EDTS collectively distributed approximately 9.4 TWh of electricity to Electrica Furnizare. Each of these distribution agreements conform to the framework distribution agreement provided by ANRE Order no. 43/2004. The distribution segment’s RAB was RON 4,076 million in 2013 and it operated 188,804 km of voltage lines over 97,382 km2 of Romania, or 40.8% of the country. Operating information for each of the Group’s subsidiaries in its distribution segment for the year ended 31 December 2013 is set out in the table below:

EDMN EDTN EDTS Total Serviced Area (km) ...... 29,151 34,160 34,071 97,382 Population (million) ...... 2.9 2.7 2.3 7.9 Users (million) ...... 1.3 1.2 1.1 3.6 Distributed Electricity (GWh) ...... 6,170 4,599 5,297 16,066

169 The table below presents selected financial information for each of the Group’s subsidiaries in its distribution business segment for each of the periods shown.

Year ended 31 December 2013 2012 2011 (RON million) Revenue EDMN...... 737 700 667 EDTN ...... 619 574 534 EDTS ...... 679 636 605 Electrica Serv ...... 396 403 418 Consolidated eliminations and adjustments ...... (375) (368) (353) Total Revenue ...... 2,056 1,944 1,873 EBITDA(1) EDMN(1) ...... 225 203 163 EDTN(1) ...... 216 202 150 EDTS(1) ...... 220 197 157 Electrica Serv(1) ...... 20 22 (31) Total EBITDA(1) ...... 681 623 440 EBITDA margin(2) ...... 33% 32% 23% Net profit EDMN...... 106 82 59 EDTN ...... 52 53 24 EDTS ...... 56 46 10 Electrica Serv ...... 12 (5) (57) Total Net profit ...... 225 176 35 Capital expenditure(3) EDMN(3) ...... 211 166 153 EDTN(3) ...... 214 200 172 EDTS(3) ...... 207 222 211 Electrica Serv(3) ...... 296 Total Capital Expenditure(3) ...... 635 597 542 Net Debt/(net cash)(4) EDMN(4) ...... (246) (208) (128) EDTN(4) ...... 23 57 68 EDTS(4) ...... 93 162 147 Electrica Serv(4) ...... (9) 19 25 Total net debt/(net cash)(4) ...... (139) 30 112

(1) EBITDA for operating segments is defined and calculated as profit (loss) before tax of a given operating segment adjusted for i) depreciation, amortisation and impairment/ reversal of impairment of property, plant and equipment and intangible assets in the operating segment, ii) net finance (cost)/income in the operating segment and iii) share of profit (loss) of equity-accounted investees in the operating segment (as disclosed in the Consolidated Audited Financial Statements). EBITDA is not an IFRS measure and should not be treated as an alternative to IFRS measures. Management believes that the presentation of EBITDA enhances an investor’s understanding of the Group’s financial performance. This non IFRS measure is not presented in accordance with IFRS and the Group’s use of it may vary from others in the Group’s industry. This non IFRS measure has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information as reported under IFRS. (2) EBITDA margin is calculated as EBITDA divided by revenue. (3) Capital expenditure is defined and calculated as funds invested to acquire, to upgrade or to restore property, plant and equipment. (4) Net debt/(cash) is defined and calculated as the total interest-bearing loans and borrowings, financing of property, plant and equipment and lease liabilities less cash and cash equivalents. In 2013, the Group’s distribution segment generated revenues of RON 2,056 million from its operations and distributed 16.1 TWh, representing 39% of electricity distributed in Romania, while serving approximately 3.6 million users. In addition to regulated revenue from electricity distribution, the distribution subsidiaries also generate non-regulated revenue from leasing poles to mobile telecommunications operators and connection fees paid for by users. Approximately 5.6% of the distribution segment’s revenues were from non-regulated revenue in 2013.

170 Electrica, acting on behalf of its distribution subsidiaries is party to various framework agreements regarding the temporary use of poles that support low and medium voltage distribution power lines, in order to route cables for telecommunication operators. Under these agreements, Electrica’s distribution subsidiaries concluded subsequent agreements with these telecommunication operators, such as RCS & RDS, Romtelecom, UPC and Vodafone. The agreements concluded with RCS & RDS expire in 2021. The agreement concluded with Romtelecom expires at the end of 2014 while the others are renewed every two years.

Regulated revenues As at 31 March 2014, approximately 94% of the Group’s distribution segment revenue was generated from regulated revenue. Regulated revenue for each of EDMN, EDTN and EDTS is determined under tariffs approved by ANRE. For these subsidiaries, the regulated profit is calculated by ANRE based on a RRR from its RAB. The distribution segment RAB for 2013 was RON 4,076 million. Target revenue for each year for each subsidiary is set by multiplying the pre-tax RRR, which is 8.52% for the current five-year regulatory period, by the value of its RAB plus its operating and maintenance costs, its allowance for technological consumption (which is the electricity required by it to distribute electricity as determined by ANRE), and regulatory depreciation of the RAB. For a detailed explanation of the RAB, tariff calculations and the regulatory environment in which the distribution segment operates, see ‘‘Regulation’’. The table below presents the range distribution percentage in respect of the components of the regulated revenues for all distribution subsidiaries over the years 2013, 2012 and 2011 respectively.

Year ended 31 December 2013 2012 2011 Costs for acquisition of energy to cover network losses ...... 21 - 27% 25 - 35% 25 - 35% Controllable opex ...... 32 - 34% 30 - 35% 30 - 35% Non-controllable opex ...... 5 - 6% 4 - 7% 4 - 6% Depreciation ...... 15 - 20% 15 - 20% 15 - 20% RAB return ...... 18 - 20% 14 - 15% 14 - 15% The table below represents the system and network losses over the years 2013, 2012 and 2011 respectively.

Year ended 31 December 2013 2012 2011 Electricity acquired to cover the network losses (RON million) ...... 521 474 516 Annual losses (GWh) ...... 2,375 2,360 2,334 The table below presents total revenues and selected financial information for each of EDMN, EDTN and EDTS for the periods indicated.

Year ended 31 December 2013 2012 2011 EDMN RAB(1) ...... 1,446 1,408 1,313 RRR (%)(2) ...... 8.52% 7.00% 7.00% Total revenue ...... 737 700 667 EDTN RAB(1) ...... 1,298 1,258 1,169 RRR (%)(2) ...... 8.52% 7.00% 7.00% Total revenue ...... 619 574 534 EDTS RAB(1) ...... 1,332 1,321 1,213 RRR (%)(2) ...... 8.52% 7.00% 7.00% Total revenue ...... 679 636 605

(1) RAB is reported at year end for calculation in the following financial year. (2) Real, pre-tax. In 2008-2012, the RRR was 7% for State-controlled operators and 10% for privatised operations. During 2005-2007, the RRR was 7% for State-controlled operators and 12% for privatised companies.

171 The table below presents an overview of technical losses for each of EDMN, EDTN and EDTS for the periods indicated.

Year ended 31 December 2013 2012 2011 EDMN Actual technical losses (GWh) ...... 939 932 892 Actual technical losses (%) ...... 12.2 11.8 11.3 Regulated technical losses (%) ...... 9.5 9.5 9.6 Costs due to technical losses (RONm) ...... 210 175 197 EDTN Actual technical losses (GWh) ...... 623 631 638 Actual technical losses (%) ...... 11.6 11.7 11.9 Regulated technical losses (%) ...... 9.5 9.5 9.8 Costs due to technical losses (RONm) ...... 138 132 143 EDTS Actual technical losses (GWh) ...... 813 797 804 Actual technical losses (%) ...... 12.2 12.1 12.2 Regulated technical losses (%) ...... 9.5 9.5 10.0 Costs due to technical losses (RONm) ...... 173 166 176

Network losses An amount of electricity is lost in distribution networks when distributed. This phenomenon is known as ‘‘network loss’’ and all distribution networks are affected by this phenomenon irrespective of the operator. The level of this loss is proportional with the network wear. Network losses are also caused by commercial losses resulting from the theft of electricity as of result of bypassing metering systems, limitations of accuracy of metering systems or non-simultaneous readings at entrance and exit points of the network. Distribution companies must acquire electricity in order to compensate for these network losses and to operate their distribution business. Network losses are a key factor affecting the distribution segment’s results of operations because both approved consumption by ANRE for the relevant regulatory period and the cost of purchasing electricity to cover the Group’s network losses are used when the relevant distribution tariffs are set. The level of network losses in the distribution segment was 12.2% at EDMN, 11.6% at EDTN, 12.2% EDTS in 2013. This compares positively with other Romanian electricity distributors but compares negatively with the EU average, and, as a result, a key part of the Group’s investment programme is designed to reduce network losses through modernisation and upgrade of the distribution network, including the installation of new or modernised lines, cables and transformers and the installation of smart metering systems. Electricity distributors in Romania are indirectly bound by European regulations that require the installation of smart metering systems which, among other things, can continually report network performance in order to help identify the causes of network losses. Distribution automation and smart metering result in greater monitoring efficiency, reduction of monitoring expenses and enables better scheduling of energy distribution for balancing loads and reducing power outages, and as a result, more dynamic pricing based on more timely and accurate data. Introduction of smart metering and implementation of intelligent network infrastructure under the Group’s investment programme is also expected to decrease the frequency of failures and shorten interruptions in electricity supplies. For more information of the Group’s investment programme and how it is intended to reduce network losses, see ‘‘—Strategy’’ and ‘‘— Investment Programme’’, above.

172 The table below sets out network losses in the distribution networks operated by each of EDMN, EDTN and EDTS, by voltage network and for the periods indicated.

GWh % Losses 2013 2012 2011 2013 2012 2011 EDMN Evolution of technical losses (GWh, %) ...... 939 932 892 12.2% 11.9% 11.5% High voltage ...... 75 75 73 1.1% 1.0% 1.0% Medium voltage ...... 373 389 373 6.9% 7.2% 7.0% Low voltage ...... 491 468 446 16.2% 15.3% 14.9% EDTN Evolution of technical losses (GWh, %) ...... 624 631 638 11.6% 11.7% 11.9% High voltage ...... 62 72 61 1.2% 1.4% 1.2% Medium voltage ...... 212 214 213 4.5% 4.6% 4.6% Low voltage ...... 350 345 364 12.3% 12.1% 12.9% EDTS Evolution of technical losses (GWh, %) ...... 813 797 804 12.2% 12.1% 12.2% High voltage ...... 69 72 78 1.1% 1.1% 1.2% Medium voltage ...... 219 219 212 4.2% 4.3% 4.0% Low voltage ...... 526 506 514 18.3% 17.5% 18.1% The actual level of total network losses is determined by the distribution operators based on the quantities reported in distribution meters in the network. These figures are confirmed by OMEPA, a subsidiary of Transelectrica. Different voltage levels imply different network losses levels. As such, differences in the network losses between the distribution subsidiaries results mainly from the different voltage mix characteristics of each distribution company and in particular from the voltage mix for each route which is followed to reach a final consumer. The cost of purchasing electricity to cover the Group’s network losses may differ from the cost estimated by ANRE for the relevant period. The distribution segment purchases electricity to compensate for its network losses under contracts concluded with producers through OPCOM and Electrica operates on the DAM and the Balancing Market as its Balancing Market agent in this regard. Each of EDTS, EDMN and EDTN have concluded power transmission agreements with Transelectrica for transmission and system services for electricity provided to compensate for network losses. The table below presents the ratio of costs due to network losses included in the tariff by ANRE to the total costs due to network losses of the Group’s distribution business segment for the periods indicated.

Year ended 31 December 2013 2012 2011 Costs of system losses deemed justified by ANRE (RON million) ...... 411 523 494 Electricity acquired to cover the network losses (RON million) ...... 521 474 516 Actual costs/ justified costs ...... 1.27 0.91 1.04 ANRE has recently announced revisions to its target regulated network losses for the current regulatory period from 2014-2018. Actual percentage network losses for each of EDMN, EDTN and EDTS for each of 2011, 2012 and 2013 are set out below together with ANRE’s target regulated network losses for this period and its

173 recently announced target regulated network losses for the next five years under the current regulatory period:

2018 2017 2016 2015 2014 2013 2012 2011 (%) EDMN Actual ...... —————12.2 11.8 11.3 Target ...... 9.8 10.1 10.3 10.5 10.8 9.5 9.5 9.6 EDTN Actual ...... —————11.6 11.7 11.9 Target ...... 10.7 11.0 11.3 11.6 11.7 9.5 9.5 9.8 EDTS Actual ...... —————12.2 12.1 12.2 Target ...... 10.7 10.9 11.1 11.4 11.7 9.5 9.5 10.0

Source: ANRE Management expects that as its investment programme is implemented with respect to the Group’s distribution network, network losses should decrease. Management considers as likely that the ANRE’s target regulated network losses will be revised downward for the year 2015 through 2018 following the recent acceptance by ANRE of an increase in regulated capex., Management believes that the investment programme will allow the Group to meet the network losses targets as imposed by ANRE.

Interruptions in electricity distribution Interruptions of electricity distribution in the network are reflected in the System Average Interruption Duration Index (SAIDI) which indicates the average duration of long system interruptions expressed in minutes per user per year and in the System Average Interruption Frequency Index (SAIFI) which indicates the average frequency of long system interruptions expressed in amount per user per year. SAIDI and SAIFI indices are calculated separately for planned and unplanned interruptions, taking or not taking into account force majeure cases. As part of its investment programme, the Group is implementing a new IT platform for its distribution segment. The platform enables centralised registration of planned and accidental outages resulting in interruptions to the electricity supply to users, with interruptions in electricity supply recorded in a detailed and uniform manner across each of the distribution businesses operated by EDMN, EDTN and EDTS.

174 The table below presents distribution interruptions measured by SAIFI and SAIDI for each of EDMN, EDTN and EDTS split by rural and urban areas for each of the years indicated.

2013 2012 2011 EDMN Amount of energy not delivered due to incident (MWh, annual average) ...... 1,159 2,324 1,025 Number of interruptions per year / SAIFI in urban area ...... 1.41 2.50 1.75 in rural area ...... 3.47 5.43 3.42 Interruption duration per year (min/year) / SAIDI in urban area ...... 220.64 314.55 170.19 in rural area ...... 712.18 1,526.73 871.55 EDTN Amount of energy not delivered due to incident (MWh, annual average) ...... 910 923 1,057 Number of interruptions per year / SAIFI in urban area ...... 1.93 2.01 2.50 in rural area ...... 7.75 6.43 7.61 Interruption duration per year (min/year) / SAIDI in urban area ...... 382.88 383.40 384.13 in rural area ...... 1,251.35 935.98 1,024.09 EDTS Amount of energy not delivered due to incident (MWh, annual average) ...... 1,361 1,089 1,128 Number of interruptions per year / SAIFI in urban area ...... 4.29 4.56 4.80 in rural area ...... 8.01 8.64 9.09 Interruption duration per year (min/year) / SAIDI in urban area ...... 379.59 446.66 470.11 in rural area ...... 1,160.59 1,465.72 1,543.01 As can be seen from the above, SAIDI and SAIFI are higher in rural areas than in urban areas. This is due to the enhanced vulnerability of the network in rural areas as a result of greater exposure to wear and tear from weather conditions and of network distribution by aerial lines The Group’s investment programme in its distribution network should lead to improvements to the continuity of supply and reduction in network losses. Operation and maintenance efforts aimed at eliminating the risks relating to unfavourable weather conditions currently also serve to improve continuity of supply and reduce network losses. In addition, the Group carries out planned works in a manner that do not result in disruption to users and through the use of work technologies such as live line works.

Users For the year ended 31 December 2013, the most significant users of the distribution segment by distributed quantities were in case of EDTN: Electrica Furnizare, Repower Furnizare Romania SRL, OMV Petrom SA and E.ON Energie Romania SA; in the case of EDTS: Electrica Furnizare, Tinmar-Ind SA, Energy Holding SRL, E.ON Energie Romania SA, Repower Furnizare Romania SRL and Icco Energ SRL; and in the case of EDMN: Electrica Furnizare, Arcelor Mittal SA, OMV Petrom SA, Repower Furnizare Romania SRL and GDF Suez Energy SA. Save for Electrica Furnizare, no single user of the distribution segment exceeded 10% of Group revenues in the past three years.

Electricity distribution network Electricity distribution is the transportation of electricity over distribution networks from the transmission network to end-consumers. Electricity is distributed via high voltage (110 kV), medium voltage (from 1 kV to 35 kV) and low voltage (up to 1 kV) lines which are either aerial or underground. Underground lines are more prevalent in urban areas. Electricity distribution in Romania is currently controlled by eight licensed concessionary regional electricity distribution companies. Each is responsible for the exclusive distribution of electricity within its licensed region under a natural monopoly, based on a

175 concession agreement entered with the State. These include EDMN, EDTN and EDTS. Tariffs for electricity distribution are set by ANRE. Electricity distribution networks are comprised of overhead lines and underground cable lines, stations and transformer stations, transformers and other equipment. Major parts of the Romanian distribution network were constructed in the 1950-1960s and require material maintenance and upgrade for their continued operation. The technical condition of the distribution network varies. In some areas of the country there are problems with maintaining the electricity supply parameters, mostly in rural areas with long routes of low-voltage aerial lines. These networks require modernisation and refurbishment. The table below presents selected data regarding total key assets used in EDMN, EDTN and EDTS business as at the date indicated.

As at 31 March As at 31 December 2014 2013 2012 2011 (km, unless stated) Total length of overhead lines* ...... 152,696 152,659 152,090 151,483 including HV lines ...... 8,323 8,323 8,308 8,309 MV lines ...... 34,981 34,970 34,871 34,789 LV lines ...... 109,392 109,366 108,911 108,384 Total length of underground cable lines ...... 36,170 36,145 35,691 35,117 including HV lines ...... 66 66 55 47 MV lines ...... 10,662 10,660 10,528 10,376 LV lines ...... 25,442 25,419 25,108 24,694 Total length of lines (overhead and underground cable lines) ...... 188,866 188,804 187,781 186,600 HV lines ...... 8,389 8,389 8,363 8,356 MV lines ...... 45,643 45,630 45,399 45,165 LV lines ...... 134,834 134,785 134,019 133,079 Number of 110 kV/MT substations ...... 313 312 311 310 Number of MT/MT substations ...... 125 125 124 126 Number of transformers in substations ...... 28,514 28,486 28,214 28,085

* Length of lines plus connections.

176 The table below presents selected data regarding key assets used in EDMN’s business as at the date indicated.

As at 31 March As at 31 December 2014 2013 2012 2011 (km, unless stated) Total length of overhead lines* ...... 56,987 56,975 56,724 56,510 including HV lines ...... 3,431 3,431 3,411 3,411 MV lines ...... 13,070 13,070 13,037 13,021 LV lines ...... 40,486 40,474 40,276 40,079 Total length of underground cable lines ...... 10,814 10,814 10,820 10,741 including HV lines ...... 15 15 15 15 MV lines ...... 4,085 4,085 4,110 4,054 LV lines ...... 6,714 6,713 6,695 6,671 Total length of lines (overhead and underground cable lines) 67,801 67,788 67,544 67,251 HV lines ...... 3,446 3,446 3,426 3,426 MV lines ...... 17,155 17,155 17,147 17,076 LV lines ...... 47,200 47,187 46,971 46,750 Number of 110 kV/MT substations ...... 124 124 124 124 Number of MT/MT substations ...... 92 92 92 93 Number of transformers in substations (PT-PA) ...... 10,546 10,528 10,550 10,647

* Length of lines plus connections. EDMN operates in the region between the Southern Carpathian Mountains and the Danube River. EDMN’s distribution network is the largest operated by the Group and covers the most industrialised region in which the Group’s distribution segment operates, having the highest percentage of high voltage electricity distributed. Wear rates for EDMN are between 40-90%. The table below presents selected data regarding key assets used in EDTN’s business as at the date indicated.

As at 31 March As at 31 December 2014 2013 2012 2011 (km, unless stated) Total length of overhead lines* ...... 52,301 52,277 52,077 51,816 including HV lines ...... 2,634 2,634 2,634 2,634 MV lines ...... 11,628 11,618 11,578 11,537 LV lines ...... 38,039 38,026 37,865 37,644 Total length of underground cable lines ...... 14,884 14,859 14,633 14,402 including HV lines ...... 24 24 13 13 MV lines ...... 3,371 3,369 3,307 3,252 LV lines ...... 11,489 11,467 11,313 11,137 Total length of lines (overhead and underground cable lines) 67,186 67,137 66,710 66,217 HV lines ...... 2,658 2,658 2,647 2,647 MV lines ...... 14,999 14,986 14,885 14,790 LV lines ...... 49,528 49,493 49,178 48,781 Number of 110 kV/MT substations ...... 91 90 90 90 Number of MT/MT substations ...... 28 28 27 28 Number of transformers in substations (PT-PA) ...... 8.880 8.870 8.658 8.588

* Length of line per one line track plus connections. Wear rates for EDTN are between 25-90%.

177 The table below presents data regarding key assets used in EDTS’s business as at the date indicated.

As at 31 March As at 31 December 2014 2013 2012 2011 (km, unless stated) Total length of overhead lines* ...... 43,407 43,407 43,289 43,157 including HV lines ...... 2,258 2,258 2,263 2,265 MV lines ...... 10,283 10,283 10,256 10,231 LV lines ...... 30,867 30,867 30,769 30,661 Total length of underground cable lines ...... 10,471 10,471 10,238 9,974 including HV lines ...... 27 27 27 19 MV lines ...... 3,206 3,206 3,111 3,069 LV lines ...... 7,239 7,238 7,100 6,886 Total length of lines (overhead and underground cable lines) (km) ...... 53,879 53,878 53,527 53,131 HV lines ...... 2,285 2,285 2,290 2,284 MV lines ...... 13,488 13,488 13,368 13,300 LV lines ...... 38,105 38,105 37,869 37,548 Number of 110 Kv/MT substations ...... 98 98 97 96 Number of MT/MT substations ...... 5 5 5 5 Number of transformers in substations(PT-PA) ...... 9,088 9,088 9,006 8,850

* Length of lines plus connections. Wear rates for EDTS are between 50-85%.

Electrica Serv Electrica Serv maintains, repairs, builds and provides technical advice and support services in relation to the distribution segment’s network infrastructure, services offered under service contracts. Electrica Serv mainly repairs the networks and the distribution segment’s power equipment provides the necessary vehicle fleets for the distribution segment to operate its business through third party lease agreements, and offers electricity distribution network design services. Electrica Serv had 3,338 employees as at 31 March 2014 and has over 100 offices and premises that are principally located in the licenced regions where the distribution segment operates. Approximately 97% of Electrica Serv’s revenue was sourced from members of the Group in 2013. Electrica Serv generated revenues of RON 396 million and EBITDA of RON 20 million in 2013 with a net income of RON 12 million. In 2013, Electrica Serv contributed 8% of consolidated Group revenue. Management intends to expand Electrica Serv’s customer base and market share by reallocating its operational resources from repair and maintenance to the provision of other more value-added services such as energy audit, energy efficiency studies and other services relating to connections and the Group’s customers’ equipment. In addition, Electrica Serv is expected to play a key role in the implementation of management’s Investment Programme through the implementation of network development activities, the creation of new connections and the implementation of the Group’s smart grid network infrastructure. As a result, the Group intends to train Electrica Serv’s technical staff in order to enable it to extend its service offering when tendering for and executing electrical design consultancy contracts in the energy sector and other elements of its expanded proposed service offerings.

Supply Segment Electrica Furnizare The Group supplies electricity to household and non-household consumers throughout Romania through its subsidiary, Electrica Furnizare. The total size of the Romanian electricity supply market was 43.8 TWh in 2013. Electrica Furnizare is the leading supplier of electricity in Romania, with a 22.1% market share by electricity supplied in 2013. It is also the leading supplier on the regulated retail market, with a 36.3% market share by electricity supplied and one of the leading suppliers on the competitive market, with an 11.1% market share by electricity supplied, in each case in 2013. Electrica Furnizare had 194 working units and 1,227 employees as at 31 December 2013.

178 Electrica Furnizare also sells electricity on the wholesale electricity market managed by OPCOM. Electrica Furnizare is registered as a participant on four trading platforms managed by OPCOM: (i) the DAM, (ii) the Bilateral Contracts Centralised Market, (iii) the Green Certificates Market, and (iv) Centralised Market for Bilateral Contracts with Double Continuous Trading. To this end, Electrica Furnizare has concluded an agreement with OPCOM which has standard provisions approved by OPCOM and which are endorsed by ANRE to allow them to trade electricity on the DAM, on the Bilateral Contracts Centralised Market and on the Centralised Market for Bilateral Contracts with Double Continuous Trading. Electrica Furnizare also concluded a Green Certificates Market participation agreement with OPCOM on 8 April 2013. Under this agreement, Electrica Furnizare is entitled to trade Green Certificates both on the CMGC and on the Green Certificates Bilateral Agreements Market. Electrica Furnizare has also concluded a power transmission agreement with Transelectrica, pursuant to which Transelectrica carries out transmission and system services for the electricity supplied by Electrica Furnizare to its customers. Electrica Furnizare’s electricity supply activities are covered under the Supply Licence valid for a period of ten years, with expiry on 18 August 2021 with the possibility of extension for a further ten years, and includes technical compliance requirements for the supply of electricity under the Energy Law, the licence conditions and ANRE regulations. Under the Supply Licence, Electrica Furnizare supplies electricity to the competitive market throughout Romania, and supplies electricity to the regulated market in the regions where the Group operates its supply business as a supplier of last resort, i.e. a supplier that is designated by ANRE to deliver universal service of supply under regulated conditions. Tariffs for electricity supply under this licence for eligible consumers who are permitted to choose their supplier in the competitive market are set by bilateral contracts, and tariffs for electricity supply under this licence in the regulated market are approved by ANRE. For more information on the Supply Licence, see ‘‘—Material Operating Licences and Concessions’’. The following table presents selected financial data for the electricity supply segment of the Group, as at and for the periods indicated.

31 December 2013 2012 2011 (RON millions) Financial information Sales to external clients ...... 4,570 4,653 4,710 Inter-segment sales ...... 210 147 115 Total revenue ...... 4,780 4,801 4,825 EBITDA(1) ...... 117 116 (110) EBITDA margin (%)(2) ...... 2.4% 2.4% (2.3)% Net profit (loss) ...... 90 79 (138) Net profit (loss) margin (%)(3) ...... 1.9% 1.6% (2.9)% Net debt/(cash)(4) ...... (50) (33) 109

(1) EBITDA for operating segments is defined and calculated as profit (loss) before tax of a given operating segment adjusted for i) depreciation, amortisation and impairment/ reversal of impairment of property, plant and equipment and intangible assets in the operating segment, ii) net finance (cost)/income in the operating segment and iii) share of profit (loss) of equity-accounted investees in the operating segment (as disclosed in the Income Statements). EBITDA is not an IFRS measure and should not be treated as an alternative to IFRS measures. Management believes that the presentation of EBITDA enhances an investor’s understanding of the Group’s financial performance. This non IFRS measure is not presented in accordance with IFRS and the Group’s use of it may vary from others in the Group’s industry. This non IFRS measure has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information as reported under IFRS. (2) EBITDA margin is calculated as EBITDA divided by revenue. (3) Net profit (loss) margin is defined and calculated as net profit (loss) divided by revenue. (4) Net debt/(cash) is defined and calculated as the total interest-bearing loans and borrowings, financing of property, plant and equipment and lease liabilities less cash and cash equivalents. As at 31 March 2014, 67% of the Group’s supply segment revenue was generated from regulated revenue. For the supply of electricity under regulated contracts to consumers, the cost of electricity is driven by (i) the evolution of the purchase price of electricity on the competitive wholesale market, (ii) the purchase price of electricity on the regulated market and (iii) the proportion of electricity purchased from the regulated and the competitive wholesale markets. As per the regulations, the proportion of electricity

179 purchased from regulated wholesale market is set to gradually decline to zero by the end of 2017. For a more detailed explanation of tariff calculations and how they affect the Group’s supply segment, see ‘‘Regulation—Tariffs’’. In the year ended 2013, the Group’s supply business to end consumers generated revenues of RON 4,373 million from its operations, providing 9,685 GWh of electricity while serving approximately 3.56 million consumers. The following tables present selected operational data for the electricity supply business of the Group, for each of the periods indicated.

2013 2012 2011 No. % of No. % of No. % of consumption annual consumption annual consumption annual points average points average points average Churn Regulated market ...... 2,080 0.06% 547 0.02% 920 0.03% Competitive market ...... 543 2.30% 205 1.49% 585 5.24% Household ...... 1 0.00% 0 0.00% 1 0.00% Non-household ...... 2,622 1.12% 752 0.32% 1,504 0.64%

2013 2012 2011 Quantities supplied and market share GWh % GWh % GWh % Quantities supplied ...... 9,685 100% 10,411 100% 10,069 100% Regulated market ...... 6,896 71% 7,473 72% 7,380 73% Competitive market ...... 2,789 29% 2,939 28% 2,689 27% Market share by volumes ...... 9,685 22% 10,411 23% 10,069 22% Regulated ...... 6,896 36% 7,473 38% 7,380 39% Competitive ...... 2,789 11% 2,939 12% 2,689 10% A large number of the supply segment customers are State-owned companies and CFR is Electrica Furnizare’s largest customer on the retail market.

Material Operating Licences and Concessions Distribution segment Electricity distribution concessions For a description of the Group’s concession agreements, see ‘‘Material Contracts’’.

Electricity distribution licences Under the Distribution Licences, EDMN, EDTN and EDTS are each granted the following rights: (i) to perform the electricity distribution activity in its licensed region, (ii) to receive the distribution tariff, (iii) to request ANRE to take into consideration, when calculating and approving the distribution tariff, operating costs incurred from performing the distribution activity for inclusion in the categories of costs acknowledged under ANRE regulations, (iv) to purchase the electricity necessary for its own technical consumption from the wholesale energy market or from imported electricity, (v) to negotiate the use or lease of distribution capacities already existing in its licensed region and/or, pursuant to its exclusive distribution right, to prevent other distributors from connecting new clients and/or increasing the capacity of their distribution networks without the prior approval of the incumbent licensed distributor. In addition, the licences grant EDMN, EDTN and EDTS the legal use and easement rights over the plots of land necessary for operation and maintenance of the distribution network. In addition, under the Distribution Licences, each of EDMN, EDTN and EDTS have the following obligations (i) to provide access to consumers to its distribution network, (ii) to use only the ANRE regulated tariffs when charging for electricity for its energy distribution, (iii) to separate its costs for distribution activity from its costs for other activities, and (iv) not to supply electricity. Additionally, each of EDMN, EDTN and EDTS must notify ANRE 30 days in advance of its shareholders’ intention to undertake operations that would result in (i) the transfer of assets designated to its energy distribution activity to legal or natural persons by way of sale, joint venture or any other method, (ii) a reduction of share capital of 25% or more in aggregate, or (iii) any trading of its shares.

180 Under the Distribution Licences, EDMN, EDTN and EDTS also have an obligation to notify ANRE regarding any breach of the conditions of the Distribution Licences, change of registered office, legal status, share capital or general manager. The Distribution Licences may also be temporarily suspended by ANRE, for a period of at least 30 working days, where the licensed distributor: (i) does not fulfil its legal obligations; (ii) does not observe an essential condition within the licence or repeatedly breaches one or more conditions three times or more in any twelve month period and, in each event, the situation that was created could have been remedied, and (iii) a general insolvency procedure is opened against the relevant licensed distributor. ANRE may withdraw a Distribution Licence from EDMN, EDTN or EDTS if it (i) is unable to fulfil its prescribed obligations, being the distribution of energy to at least 50% of consumers from its licensed region, without being able to remedy such situation, (ii) is declared bankrupt, (iii) if there has been a reduction in the relevant assets and ANRE determined that, due to such reduction, the distributor is no longer able to continue the distribution of electricity to at least 50% of the consumers from its licensed region without being able to remedy such situation, or (iv) the relevant distributor has requested the withdrawal of its licence in writing. Pursuant to the Distribution Licences, the licencee is obliged to give financial guarantees ensuring the continued performance of their energy distribution activities by (i) insurance policy, (ii) deposit, or comfort letter from a group company. Electrica has issued a comfort letter for each of the three distribution subsidiaries to this effect. Such guarantee must be given within two years of the date of each Distribution Licence and the amount guaranteed must, in each case, equate to a minimum of 2% of the share capital of the respective distribution operators. The potential sanction for such breach is the suspension of the Distribution Licence for a minimum of 30 days or, where such breach is not remedied within the suspension period, withdrawal of the licence. Suspension of the Distribution Licence will not, however, limit the distribution operator’s right to carry on its distribution activity or collect the relevant tariffs. For more information on the Distribution Licences, tariffs and the Romanian electricity regulatory environment, see ‘‘Regulation—The Electricity Industry’’.

Electricity servicing authorisations Electrica Serv holds two certificates issued by ANRE (Certificate no. 5415/11.03.2010 valid until 11 March 2015 and Certificate no. 8827/25.03.2013 valid until 25 March 2018) under which Electrica Serv is authorised to: (i) test electrical equipment, (ii) design and build of electrical installation of up to 0.4 kV in civil and industrial construction, (iii) design of electrical lines of up to 0.4 kV - 110 kV and transformation station having a voltage not exceeding 20 kV, (iv) build aerial and underground electricity lines of 0,4 kV - 110 kV capacity and transformation station having a voltage not exceeding 20 kV, (v) build aerial and underground electrical lines of 110 - 400 kV, and electrical underground lines between 110 - 220 kV, (vi) build electricity sub-stations and power generation plants, (vii) perform painting of elements to support electricity networks and clear obstruction under aerial electricity lines, (viii) design electricity sub-station at 110-400 kV and underground electricity lines with a capacity of 110 kV or 220 kV, and (ix) design electricity sub-stations and equipment for power generation plants.

Supply segment Electricity supply licences Electrica Furnizare holds the Supply Licence, which is valid for a period of ten years from its issuing. Under this Supply Licence Electrica Furnizare has the right to trade electricity by way of regulated sale-purchase agreements and contracts negotiated on the centralised electricity markets operated by OPCOM, as well as to conclude contracts for electricity distribution with electricity distribution companies and transport contracts with the Transelectrica. Electrica Furnizare may also conclude contracts for the import and export of electricity, in accordance with the provisions under the Supply Licence. Electrica Furnizare also has the right to transfer its balancing responsibility to another balancing party registered with Transelectrica. Electrica Furnizare holds the right to supply electricity under regulated tariffs in the regions where the Group distribution subsidiaries, as well as under negotiated tariffs throughout Romania. Electrica Furnizare has the right to request ANRE to consider any of the costs determined by the performance of this activity, if these are provided for in the legislation when calculating or approving the energy supply tariff applicable to the regulated market, and has the right to apply penalties, limit or

181 suspend its service in case of late payment subject to certain restrictions for special consumers, such as hospitals and emergency services. Under its Supply Licence, Electrica Furnizare has obligations to conclude regulated energy purchase agreements for electricity for household consumers to supply energy at regulated tariffs in the conditions established by ANRE for household consumers, to keep separate accounts for its licensed activities and to provide a financial guarantee for ensuring the continuous performance of its licensed activities of no less than 10% of the average monthly turnover registered in the previous year for the performance of the licensed activities. The potential sanction for any breach of these obligations is the suspension of the Supply Licence for a minimum of 30 days or, where such breach is not remedied within the suspension period, withdrawal of the licence. Suspension of the Supply Licence will not, however, limit Electrica Furnizare’s right to carry on its supply activity or collect the relevant tariffs. Electrica Furnizare must also assume the balancing responsibility towards Transelectrica for the purchase and sale and the import and export of electricity. In addition, Electrica Furnizare must (i) purchase a number of Green Certificates corresponding to the annual quantity of electricity supplied to consumers under the quota set by ANRE; (ii) seek to ensure that the consumption places it supplies are fitted with energy metering units, to notify ANRE prior to a decrease by more than 25% of its share capital; and (iii) notify to ANRE any breach of the Supply Licence conditions, as well as any change of registered offices, business purpose, legal status, share capital or general manager and transactions regarding its assets or shares. If Electrica Furnizare breaches a material condition of the Supply Licence, or if non-material licence conditions are breached at least three times in any one year period, ANRE may suspend the Supply Licence for a period of at least 30 business days, pending remediation of the breach. ANRE may also suspend the Supply Licence if Electrica Furnizare enters into insolvency proceedings. If Electrica Furnizare is unable to fulfil its obligations under the law or the conditions attached to the Supply Licence regarding energy supply to at least half its consumers, is wound up can no longer operate following a reduction of its assets or submits a written request in this respect, ANRE may also withdraw the Supply Licence. For more information on the Supply Licence and the Romanian electricity regulatory environment, see—‘‘Regulation—The Electricity Industry—Other key areas of regulation—Exclusive right to supply electricity’’. In addition, Electrica also holds supply licence no. 1091/13 July 2012 which is valid for a period of ten years from its issuance. Under its supply licence, Electrica has the right to trade energy by way of sale and purchase contracts negotiated on the centralised electricity markets operated by OPCOM, as well as the right to conclude contracts for electricity distribution with electricity distribution companies and transport contracts with Transelectrica and to conclude contracts for the import and export of electricity, subject to applicable legal restrictions. Under this supply licence, Electrica also has the right to transfer its balancing responsibility to another balancing party registered with Transelectrica. Electrica also has obligations under its supply licence to keep separate accounts for the licensed activities, to provide a financial guarantee for ensuring the continuous performance of the licensed activities of no less than 10% of the average monthly turnover registered in the previous year for the performance of the licensed activities. The potential sanction for such breach is the suspension of the Supply License for a minimum of 30 days or, where such breach is not remedied within the suspension period, withdrawal of the licence. Electrica also has obligations under its supply licence to notify ANRE prior to a decrease by more than 25% of its share capital; and notify to ANRE upon any breach of the supply licence conditions, any change of registered offices, business purpose, legal status, share capital or general manager and transactions regarding its assets or shares. Electrica notified ANRE of the intention to increase the share capital.

182 Description of Indebtedness Loan facilities The following are the material credit facility agreements concluded by the companies in the Group at the date of the Prospectus. The Group has in place four facility agreements with ING Bank NV Amsterdam Bucharest Branch (‘‘ING’’), which comprise both an overdraft facility and a facility for the issuance of bank letters of guarantee. These facilities are revolving and drawn amounts can vary on a day to day basis. As regards overdraft facilities, the interest payable is computed daily by reference to the daily debit balance. In all the facilities provided by ING, the relevant borrower is subject to similar market standard provisions, including, without limitation, pari passu ranking clauses, standard events of default and acceleration clauses, cross default and negative pledge. Failure to comply with any of its obligations undertaken under these agreements constitutes an event of default giving the bank the right, inter alia, to accelerate any financial obligation. Each borrower under the ING facilities must promptly inform ING in respect of any direct or indirect change of control. Additionally, the State ceasing to hold directly or indirectly 51% of the borrower’s share capital is considered an event of default, except the case in which the decrease of the State’s holding is the result of a listing of the borrower on a stock exchange. Taking into consideration the Offering, the Company is carved out of such event of default, while the Group’s subsidiaries obtained ING’s approval in this respect. The cross-default clause under these facility agreements provides that any default by Electrica or its supply/ distribution subsidiaries in the performance of any other agreement for borrowed monies (whether with ING or any other lender) shall be deemed an event of default. As mentioned above, these facilities also contain customary negative pledge provisions, pursuant to which the borrower undertakes not to create, extend or supplement any guarantee in favour of any party other than ING without the latter’s written consent.

Electrica’s facilities The Company has entered into an unsecured facility agreement dated 9 October 2013 with ING, comprising a term overdraft facility and a letter of guarantee facility of up to an aggregate of RON 80 million. The facility may be used for Electrica’s working capital and to issue bank letters of guarantee. The overdraft facility expires on 8 October 2014 and the letter of guarantee facility expires on 9 October 2015. The Company can draw the facility in RON. Amounts drawn on this facility bear interest a maximum of between zero and one month ROBOR minus a margin of 2.5% computed on the basis of a 360 day year (without the possibility of the interest rate falling below zero) with a default interest set of 1% over the interest rate. As at 31 March 2014, an amount of RON 45.9 million was drawn under this facility from which RON 25.6 million were drawn from the overdraft facility and RON 20.3 million were committed from the facility to issue bank letters of guarantee. As at 31 March 2014, the balance under this facility was of 25.6 million RON.

Facilities of the Group’s subsidiaries Electrica Furnizare has entered into an unsecured facility agreement dated 27 September 2013 with ING, comprising a term overdraft facility and a letter of guarantee facility of up to an aggregate of RON 200 million. The overdraft facility expires on 26 September 2014 and the letter of guarantee facility expires on 26 September 2015. Electrica Furnizare can draw the facility in RON. Amounts drawn under this facility bear interest at a maximum of between zero and one month ROBOR minus a margin of 2.5% computed on the basis of a 360 day year (without the possibility of the interest rate falling below zero), with default interest set at 1% over the interest rate. As at 31 March 2014, the overdraft facility was undrawn while RON 64.7 million had been committed under the facility for issuance of bank letters of guarantee.

183 On 9 October 2013 EDTS entered into a facility agreement with ING, comprising a term overdraft facility and a letter of guarantee facility of up to an aggregate of RON 60 million. The facility is used to finance EDTS’s working capital and to issue bank letters of guarantee. The overdraft facility expires on 8 October 2014 and the letter of guarantee facility expires on 8 October 2015. EDTS can draw the facility in RON Amounts drawn on the overdraft facility bear interest at a maximum of between zero and one month ROBOR minus a margin of 2.5% computed on the basis of a 360 day year (without the possibility of the interest rate falling below zero), with default interest set at 1% over the interest rate. As at 31 March 2014, RON 12.1 million had been drawn pursuant to the overdraft and RON 3.3 million committed under the facility for issuance of bank letters of guarantee. EDTN entered into a facility agreement with ING on 9 October 2013, comprising a term overdraft facility and a letter of guarantee facility of up to an aggregate of RON 50 million. The facility may be used to finance EDTN’s working capital and to issue bank letters of guarantee. The overdraft facility expires on 8 October 2014 and the letter of guarantee facility expires on 8 October 2015. EDTN can draw the facility in RON. Amounts drawn on this facility bear interest at a maximum of between zero and one month ROBOR minus a margin of 2.5%, computed on the basis of a 360 day year (without the possibility of the interest rate falling below zero), with default interest set at 1% over the interest rate. As at 31 March 2014, this facility had not been drawn.

Projects developed by the Group with non-refundable EU funds Electrica, EDTS, EDTN and EDMN have each benefited from non-refundable grants from European Union funds for the financing of the modernisation of EDTS’s, EDTN’s and EDMN’s distribution networks and for Electrica’s participation in the SINGULAR project (Smart and Sustainable Insular Electricity Grids Under Large Scale Renewable Integration). These EU funds may become repayable in certain circumstances, as provided under the respective financing agreements. As at 31 March 2014, the Group had financing contracts benefiting from EU funds, with a total eligible value of RON 144 million. The total value of the European Union funds made available to the Group companies represents 88% of the total eligible value of the projects and amounts to RON 71 million, out of which RON 12.6 million has been cashed.

Employees As at 31 March 2014, the Group employed 11,245 people. The table below provides an overview of employment in the Group, by operating business, as at the dates indicated.

As at 31 March As at 31 December 2014 2013 2012 2011 Electricity Distribution ...... 9,317 9,366 9,551 11,878 EDMN...... 2,100 2,092 2,111 2,099 EDTN ...... 2,012 2,026 2,026 2,027 EDTS ...... 1,867 1,874 1,859 1,848 Electrica Serv ...... 3,338 3,374 3,555 5,904 Services related to external distribution networks SEMU...... 555 639 686 707 Supply Electrica Furnizare ...... 1,224 1,227 1,236 1,176 Headquarter Electrica SA ...... 149 149 199 247 Total ...... 11,245 11,381 11,672 14,008 Approximately 60% of the Group’s employees are directly productive and 40% indirectly productive, which includes technical, economic, social and administrative personnel. The Group’s total number of employees decreased by 2,763 employees from 31 December 2011 to 31 March 2014. This was due in part to the rationalisation of the Group’s legacy service activities and the laying off of 50 employees in 2012 and 53 employees in 2013 by Electrica Serv. These redundancies were

184 conducted in accordance with the Group’s existing CBAs. Electrica collectively dismissed 42 employees in December 2013. The Group has provisioned the amounts required in connection with these lay-offs. The table below presents the Group’s employment, broken down by age as at the date indicated.

As at 31 December 2013 Below 18 years of age ...... 0% 18 - 30...... 6.76% 31 - 40...... 21.39% 41 - 50...... 38.42% 51 - 60...... 28.85% above 60 years of age ...... 4.58% Total ...... 100% As at 31 March 2014, approximately 98% of the Group’s employees are members of labour unions and their employment conditions are governed by a collective bargaining agreement that is renegotiated at least every two years and filed with the relevant labour authorities in Romania. As at 31 December 2013, the Group has defined benefit liability and other long-term employee benefits in amount of RON 224.6 million, based on actuarial reports prepared by an independent actuary. None of Electrica and its subsidiaries has experienced any strike or other form of labour disturbances that have interfered with its operations, and Management considers its relationship with employees of the Group to be good. The Group’s employees are members of a State managed retirement benefit plan and, from 17 September 2007, employees up to the age of 45 may voluntarily subscribe to a private pension fund. For employees under the age of 35, the subscription to a private pension fund is compulsory. As regards envisaged dismissals within the Group, Electrica Furnizare intends to reduce its number of personnel by 10% by the end of 2016 in accordance with its management and administration plan. This will be mainly as a result of the restructuring of the Group’s supply activity, in accordance with Electrica Furnizare’s Management strategy. The Group’s recruitment procedures focus on attracting and retaining individuals who are motivated to advance within the organisation and meet the Group’s evolving needs. The Group’s recruitment process involves a test or exam. Vacant positions and their occupancy conditions are posted to the headquarters and are required to be made public by law. Promotion to management positions is made by appointment of the general manager. Management positions are exercised for the duration provided in the addendum to the relevant employment agreement. Competition for qualified employees in Romania among companies that rely heavily on engineering and technology is intense. The Group has a standard form employment agreement, pursuant to the legal provisions in force, annexed to the CBAs, which is described below under ‘‘Standard individual employment agreement’’. In compliance with Law No. 319/2006 on labour safety and health and its methodological norms, each member of the Group has established a committee for labour safety and health. These committees are legally required to comprise an equal number of employee representatives and employer representatives, together with a practitioner of labour medicine, and should meet at least once every quarter or any time it is required. From 1 January 2011 to 31 March 2014, a total number of 27 labour accidents were recorded within the Group in which 29 people were involved, out of which 8 accidents were fatal. Electrica’s training programmes aim to upgrade the skills of the Group’s employees so they can adapt to broader tasks to better utilise its existing resources. Management believes that its emphasis on training and development helps its employees meet business challenges effectively.

Internal regulation Each of the Company and its subsidiaries have in place internal regulations that generally relate to general employment provisions, non-discrimination, labour safety and health, rights and obligations of the employer and of the employees, employee complaint procedures, rules on labour discipline, disciplinary sanctions and disciplinary infringements, rules regarding disciplinary procedure, the criteria and procedure for the professional evaluation of employees and final provisions.

185 Standard individual employment agreement The Group uses a standard individual employment agreement (‘‘IEA’’) in relation to employees (hired for a determined and for an undetermined period of time) as provided by Order no. 64/2003, for the approval of the sample IEA, modified for the relevant employing company’s activity. Such IEA include, inter alia, clauses such as: parties’ identity, work place details, position, job description, criteria for the evaluation of the professional activities of the employee, leave duration, prior notice period, base salary and other bonuses and benefits, etc.

Representative trade union Representative trade unions were set up within Electrica and each of its subsidiaries with the right to negotiate and conclude CBAs. As at 31 March 2014, the representative trade unions which represent the Group’s labour force comprise: • Sindicatul Liber al Lucratorilor din Electrica, having 139 employee members out of 149 employees within Electrica; • Sindicatul Electrica Ploiesti, having 1,100 employee members out of 2,156 employees within EDMN; • Uniunea Sindicatelor din Retele Electrice ‘‘Transilvania Nord’’, having 1,997 employee members out of 2,012 employees within EDTN; • Sindicatul Electrica ‘‘Transilvania Sud’’ having 1,402 members out of 1,867 employees within EDTS; • Sindicatul Electrica Braila, having 1,205 members out of 1,224 employees within Electrica Furnizare; • Sindicatul Independent Energia Electrica Pitesti, having 1,863 members out of 3,338 employees within Electrica Serv; • Sindicatul Liber si Independent Energia having a number of 554 members out of 555 employees within SEMU.

Collective Bargaining Agreements CBAs have been concluded throughout the Group which have similar terms and conditions and regulate the work conditions, payments, working time, labour safety, and other rights and obligations of and in respect of the Group’s employees. The CBAs will expire in December 2014. Under the CBAs, the Group is bound to observe certain obligations, such as: • to take the necessary operative measures necessary for accomplishing the performance objectives and indicators assumed; • to grant employees salary rights and other benefits negotiated through the CBAs (including compensatory payments for dismissal, retirement payments, bonuses to the base salary and days off); • to ensure the labour safety and health of the employees; and • to organise and manage the activity based on professional competences, credibility, economic efficiency and profitability. Under the CBAs, employees individually dismissed for reasons not related to them (removal of the position, relocation of the headquarters) may benefit from compensatory payments between four and 10 average net salaries at company level, whilst employees collectively dismissed may benefit of compensatory payments ranging between four and 20 average net salaries at company level, depending on the work seniority. According to SEMU’s CBA, dismissed employees may receive compensatory payments ranging between two and eight gross salaries (one gross salary amounting to RON 1,500), depending on the work seniority, irrespective of being dismissed individually or collectively. Members of the Group must pay to their employees upon retirement between one and three base salaries, calculated according to the years worked for such member and the gross salary of the employee, except for SEMU, which must pay to its employees upon retirement RON 5,000 if certain seniority requirement is met. Also, if certain seniority thresholds are met, each member of the Group (except

186 SEMU) must grant a benefit representing the counter value for an annual domestic consumption up to 1,200 KWh. The CBAs also contain certain rights of the representative trade unions such as approvals for exceeding the maximum gross base salary ceiling, overtime working programmes and terms of employment.

IT Platform The Group has a large IT infrastructure and relies upon its IT systems to support and monitor its businesses. While the Group’s strategy is to consolidate and streamline its operations through the creation of the Shared Services Centre, an important part of which will be a shared data center. Historically, each of the Group’s subsidiaries have been responsible for the implementation of their own IT systems and infrastructure, while consolidation will seek to achieve a coordinated and uniform use of technology and systems of the Group, similar to other utilities companies. A combination of generic and sector specific software is used under license by members of the Group. Management believes that licensing of SAP enterprise software at Group level as well as implementing a uniform IT system will facilitate the implementation of the shared data center, as an important part of the Shared Services Centre. With respect to its main IT related agreements, Group companies have concluded several service and products supply agreements with various external providers, such as (i) Q’Net International S.A. for Microsoft Licensing, (ii) S.C. Electrica Soluziona S.A. for IT maintenance services for Open BDI, Open SGC systems, (iii) S.C. Information Business Consulting S.R.L. for support services related to EMID and SAP Systems (iv) S.C. Fair Value Com S.R.L. for SAP Licensing; (v) S.C. Focality S.R.L for IBM systems maintenance; and (vi) Romsys SRL for CISCO equipment maintenance. One of the priorities of the Group is to use exclusively licensed software. Software licenses have been purchased at Group level from specific licensors such as Microsoft, Oracle and SAP based on enterprise agreements and distributed down to each Group company. The Group uses specialized software for maintenance of the system and the control of licenses such as SAP Solution Manager, Microsoft System Center Configuration Manager, and Microsoft Windows Server Update Services. The Group contemplates the replacement of the OPEN —SGC system with the SAP —ISU system, thus enabling the same utilities system at the Group level for the distribution and supply activities, simplifying the data exchange process imposed at the moment of separation of the two activities. For a description of the risks associated with the Group’s IT systems, see ‘‘Risk Factors—Risks Relating to the Group’s Business and Industry—The Group’s IT systems are outdated and are not integrated’’ and ‘‘—The migration of the Group to a new integrated ERP system may encounter difficulties and delays’’.

Insurance The Group is substantially self insured. At Group level, Electrica, Electrica Furnizare, EDTS and Electrica Serv also have in place insurance policies for professional liability of directors and managers. No such policies are in place for the directors and managers of the other distribution or services subsidiaries. The business pursued by the Group also carries a number of risks which are not covered by the insurance policies currently held by the Group. While no business insurance policy is concluded by any member of the Group, the Group hold minimal insurance policies required by the law for its vehicles and buildings. For a description of the risks associated with the Group’s insurance, see ‘‘Risk Factors—Risks Relating to the Group’s Business and Industry—The Group may be subject to insurance claims for which it has not adequately made provision’’.

Intellectual Property Management believes that the Group’s material intellectual property is its brand name. The Company is the registered owner of two nationally registered trademarks, ‘‘ELECTRICA S.A.’’ (no. 053512) and ‘‘SURSA TA DE ENERGIE’’ (no. 053515) for transmission and distribution of electricity. The registered trademark ‘‘ELECTRICA SERV’’ (no. 113044) is owned by Electrica Serv, and the registered trademark ‘‘EF ELECTRICA FURNIZARE S.A. CONTACTUL TAU CURENT’’ (no. 125525), is owned by Electrica Furnizare. The Group operates nine ‘‘.ro’’ domain names. The Group’s management do not consider the Group’s business to be materially dependent on any patents, designs or other copyright.

187 Legal Proceedings Members of the Group are a party to various proceedings arising in the ordinary course of their business. Other than as described below, no member of the Group is involved in, nor is it aware of, any legal, arbitral or administrative proceedings or governmental investigations that could reasonably be expected to have a material and adverse effect on the Group’s business, financial condition or results of operations.

ANAF tax investigation In the first quarter of 2014, ANAF has performed a tax investigation at the level of Electrica for the period 1 January 2008-30 April 2013 (or, respectively, 1 January 2007- 31 December 2012 in case of the profit tax) and the tax authorities preliminarily established supplementary fiscal duties totalling approx. RON 11.2 million, out of which an amount of approximately RON 9.3 million represents tax on income obtained from Romania by non-resident legal persons. The remaining RON 1.9 million, represents additional profit tax and related VAT computed by the fiscal authorities following the audit by reconsideration of the deductible expenses, as well as further to the correction of accounting registrations performed by the Company. EDMN is also undergoing a tax audit which commenced on 28 February 2014 in respect of 2008 to 2013. Tax audits are frequent in Romania, consisting of detailed verifications of the accounting records of tax payers, as well as the tax treatment applied by them for various operations. Such audits sometimes take place after months, even years, from the date tax liabilities are born. Moreover, tax legislation is subject to frequent changes and the authorities demonstrate inconsistency in interpretation of the law. Income tax returns may be subject to revision and corrections by tax authorities, generally within the statutes of limitation for the relevant tax duty. For a description of the risks associated with this investigation, see ‘‘Risk Factors—Risks Relating to the Group’s Business and Industry—The Company may face additional claims from tax authorities for budgetary debts due for previous periods’’.

Electricity purchase contracts with Hidroelectrica The European Commission has launched investigation no. SA.33451 (2012/C) (ex 2012/NN) concerning possible breach of State aid rules by counterparties to Hidroelectrica SA under several bilateral power purchase contracts it concluded between 2004 and 2010 under which it is alleged that Hidroelectrica sold electricity at prices significantly below market rate. Two of these agreements are concluded in 2010 with Electrica. In accordance with the provisions of Art. 14 of the Council Regulation (EC) no. 659/1999 unlawful State Aid must be recovered from beneficiaries under the contracts. If it is determined that Electrica has received unlawful State aid, the recovered amount would be calculated as the difference between the electricity price paid by Electrica under the contracts and the average electricity price in the relevant period (Management estimates that such amount may be up to approximately RON 30 million), plus applicable interest up to the recovery date. The recovery rate is obtained by adding 100 basis points to the base rate as set by the European Commission. For Romania, the base rate during the relevant period ranges from 9.92 to 3.72 per cent.

Service companies liquidation proceedings Sindicatul Liber si Independent I.R.E. Timisoara (the ‘‘Timisoara Union’’) filed an opposition with the Trade Registry to the registration with the Trade Registry of the EGMS decision no. 1/20 December 2013 approving the dissolution and liquidation of SEB, one of the Group’s service companies that is being liquidated as part of the Reorganisation. Through the opposition request, Timisoara Union has also requested the annulment of the EGMS decision no. 1/20 December 2013 and payment by SEB of damages and of relevant legal expenses for this action. The Timisoara Union justified the action by the fact that the dissolution of SEB would prevent the employees benefiting from their rights. SEB has sent a statement of defence in response which was registered on 20 February 2014. In its defence, SEB has pleaded a lack of legal standing of Timisoara Union and that the request is premature and ungrounded. In addition to the above mentioned opposition, Timisoara Union has submitted with Timis Tribunal a claim for the annulment of EGMS decision no. 1/20 December 2013. The request was registered with Timis Tribunal on 6 January 2014, being object file no. 23/30/2014. Through this request Timisoara Union has requested the following: (i) to admit the request, (ii) to acknowledge the absolute voidance of EGMS decision no. 1/20 December 2013 and (iii) to order SEB to pay the legal expenses. The grounds alleged by Timisoara Union refer mainly to issues related to the organization of the meeting and issues of opportunity that have grounded the resolutions passed under EGMS no. 1/20 December 2013. SEB has sent a statement of defence in file no. 23/30.2014, being registered at Timis Tribunal on 20 February 2014.

188 Through the statement of defence SEB has asked the court to dismiss the request, mainly for the following reasons: (i) lack of active legal standing of Timisoara Union, (ii) prematurity of the request and (iii) lack of a real damage. Sindicatul Liber Independent Energia—Filiala Constanta (the ‘‘Constanta Union’’) filed an opposition with the Trade Registry to the registration of the EGMS decision no. 5/19 December 2013 approving the dissolution and liquidation of SED, one of the Group’s service companies that is being liquidated as part of the Reorganisation. Through the opposition request, Constanta Union has requested the annulment of the EGMS decision no. 5/19 December 2013 on the ground that the liquidation would prevent employees recovering their compensatory payments in case of dismissal, and ordering SED to pay the relevant legal expenses for this action. SED has sent a statement of defence in response which was registered on 20 February 2014. In its defence SED is pleading a lack of legal standing of Constanta Union, that the request is premature and the lack of the damages alleged. A separate opposition to SED’s liquidation was filed by COMCM S.A. who also opposed the registration with the Trade Registry of the EGMS decision no. 5/19 December 2013 requesting the suspension and annulment of that decision on the grounds that it has an uncontested, liquid and due to pay receivable against SED and its recovery would be harder if SED were to enter into the liquidation procedure. COMCM S.A. has also requested payment of the incurred damages and legal expenses. Sindicatul Electroenergia Piatra Neamt (the ‘‘Piatra Neamt Union’’) filed an opposition with the Trade Registry to the registration with the Trade Registry of the EGMS decision no. 4/19 December 2013 approving the dissolution and liquidation of SEMO, one of the Group’s service companies that is being liquidated as part of the Reorganisation. Through the opposition request, Piatra Neamt Union has also requested the suspension and the annulment of the EGMS decision no. 4/19 December 2013 on the ground that the liquidation would prevent employees recovering their compensatory payments in case of dismissal, and ordering SEMO to pay the relevant legal expenses for this action. SEMO has sent a statement of defence in response which was registered on 20 February 2014. In its defence SEMO is pleading a lack of legal standing of Piatra Neamt Union, that the request is premature and lack of the damages alleged. Through its statement of defence SEMO has asked the court to dismiss the request due to a lack of legal standing of Piatra Neamt Union and a lack of representative capacity of the Achim & Bulai law firm representing Piatra Neamt Union. Other claims were initiated by certain employees of SEMO for the annulment of EGMS decision No. 4/19 December 2013 and against the resolution no. 421/ 16 January 2014 of the Trade Registry based on which EGMS decision no. 4/19 December 2013 of SEMO was recorded in the Trade Registry and published in the Official Gazette of Romania. SEMO is defending this claim. The claimants requested, by means of a supplemental claim, that Electrica also become defendant in the file along with SEMO.

Challenges by Fondul Proprietatea Fondul Proprietatea, a significant minority shareholder of EDMN, EDTN, EDTS and Electrica Furnizare has challenged the Group’s Unitary Corporative Governance Strategy that its management is seeking to implement, arguing that it: • removes important executive management functions of these subsidiaries and violates OECD principles regarding corporate governance, the Bucharest Stock Exchange Corporate Governance Code and the Companies Law; • results in Electrica committing a series of criminal offences stipulated by Companies Law by exercising its vote in the relevant subsidiaries’ GMS under a conflict of interest as it would be undertaking to cast its vote in the GMS for a monetary gain (by rendering the services mentioned in the agreements with its subsidiaries, such as the analysis and monitoring of expense and revenue budgets, analysis of reports requested by the shareholders or provided by law, or facilitating the approval process of the subsidiaries’ initiatives which have to be endorsed within a GMS); • interferes in EDMN, EDTN, EDTS and Electrica Furnizare’s activities when Electrica and its subsidiaries are deemed to be vertically integrated operators and are required to be independent in terms of organization and management under unbundling obligations under the Energy Law; • results in loss of profits by EDMN, EDTN, EDTS and Electrica Furnizare due to their paying prices for the services to be rendered by Electrica, and therefore a loss of dividend received by Fondul Proprietatea;

189 • results in the obligation of EDMN, EDTN, EDTS and Electrica Furnizare to conclude certain type of service agreements exclusively with Electrica, thus constituting anti-competitive arrangements sanctioned by the Competition Law; • results in breaches of EGO 34/2006, considering that the subsidiaries of Electrica are obliged to apply such regulations when concluding services agreements; and • is unnecessary for EDMN, EDTN, EDTS and Electrica Furnizare as these functions are already covered by their internal departments and that this is supported in a Court of Accounts report for 2012. In conclusion, Fondul Proprietatea has requested Electrica to waive approving the UCGS in the GMSs of EDMN, EDTN, EDTS and Electrica Furnizare. However, EDMN, EDTS, EDTN and Electrica Furnizare have approved the UCGS specifying that mandate agreements, services agreements and representation agreements in relation to the UCGS will be subsequently approved by the relevant boards. Fondul Proprietatea did not attend the above mentioned GMSs and has demanded in court the annulment of each GMS decision. Management believe that the founding note underlying EGO 109/2011 considered a series of objectives, including (i) ensuring the economic performance and economic competitiveness of public undertakings through the application of basic principles, ensuring the appropriate operation of private entities, and (ii) a sufficient level of autonomy for managers. At the same time, Fondul Proprietatea has invoked the OECD principles in the field of corporate governance of public undertakings, regarding the following (i) determining the coordinating role of the State in public undertakings, (ii) the State exercising its capacity of shareholder without intervention in the company’s management, (iii) ensuring the independence of administration and management decisions, and (iv) additional protection and representation rules for minority shareholders such as cumulative voting and simpler proxy voting conditions. Although Fondul Proprietatea took formal proceedings for the annulment of the GMS decisions that approved the UCGS, management believes that the Company has defences regarding the actions taken by Fondul Proprietatea in this regard. In addition, Fondul Proprietatea has requested the annulment of EDMN’s Board of Director’s decision appointing its new general manager. EDMN has challenged the legitimacy of this request in court and the request was considered inadmissible by both the court of first instance and the appellate court. File no. 3980/281/2013 having as its object the second appeal of Fondul Proprietatea is currently pending before the Ploiesti Court of Appeal. Fondul Proprietatea has also requested in a separate claim the annulment of an EDMN’s GMS decision appointing its general manager. EDMN has also challenged the legitimacy of this request in court and the case is currently pending in front of the Prahova Tribunal. For a description of the risks associated with Fondul Proprietatea’s actions in this regard, see ‘‘Risk Factors—Risks Relating to the Group’s Business and Industry—Fondul Proprietatea, a minority shareholder of the distribution and supply subsidiaries of the Group, may seek to block decision making’’.

Tax litigations Electrica has submitted several complaints against enforcement proceedings initiated by the Romanian National Agency for Fiscal Administration (ANAF) and requested the cancelation of several decisions issued by this authority. These decisions impose supplementary tax obligations on Electrica of approximately RON 64.5 million, representing corporate tax, salary tax and health/social insurance contributions and accessories to such amounts (delay penalties and/or interest).

Insolvency proceedings Electrica or its subsidiaries are currently creditor claimants in various insolvency proceedings. As a result, certain unsecured receivables of these companies may be only partially recovered or not recovered at all. The total value of the claims of Electrica and its subsidiaries in insolvency proceedings of third parties is RON 992 million, the amount for which a bad debt allowance was recorded.

Litigation with the Court of Accounts Decision no. 53/05.12.2013 of the Court of Accounts has ascertained the acquisition by EDTN of unnecessary services from Electrica and uneconomical expenditures in the relation with this company in amount of approximately RON 22 million. The court file no. 1499/117/2014 having as object the request of

190 EDTN for the annulment of this decision is currently pending in front of the Cluj Court of Appeal. The Company has already implemented the measures imposed by this decision. Decision no. 75/23.12.2013 of the Court of Accounts has ascertained irregularities in the contractual relations between EDTS and Electrica Serv and EDTS and Electrica resulting in uneconomical expenditures and illegal payments in amount of approximately RON 40.5 million. The court file no. 2251/62/2014 having as object the request of EDTS for the annulment of this decision is currently pending in front of the Brasov Tribunal. The first hearing will be on 26 June 2014. Decision no. X/40147/2013 of the Court of Accounts has ascertained several irregularities with respect to the post-privatisation monitoring activities of Electrica with respect to privatisation agreements concluded by the latter and imposed several obligations on Electrica for remedying such irregularities, determining and implementing measures to recover the damages caused to Electrica. Electrica has requested annulment of this decision by the Bucharest Court of Appeal in file no. 5699/2/2013. A request by Electrica for the suspension of the measures imposed by the Court of Accounts by this decision until final settlement of the case has already been rejected by the Bucharest Court of Appeal. This litigation file will be taken over by SAPE and at the hearing of 30 May 2014, the court has granted the plaintiff a term for operating this substitution. The next hearing will be on 27 June 2014 when Electrica will most probably cease to be a party to this litigation. Decision no. X/40194/2012 of the Court of Accounts has ascertained several irregularities with respect to the post-privatisation monitoring activities of Electrica with respect to privatisation agreements concluded by the latter and the imposed several obligations on Electrica for remedying such irregularities, determining and implementing measures to recover the damages caused to Electrica. Electrica has requested annulment of this decision by the Bucharest Court of Appeal in the court file no. 8335/2/2012. The Bucharest Court of Appeal has already dismissed both the request for annulment of the decision as well as the request for suspension of the measures imposed by the Court of Accounts until final settlement of the case. The decision was appealed by Electrica in front of the High Court of Cassation and Justice. The next hearing on the suspension of the decision until final settlement of the case will be on 19 June and the next hearing on the merits of the case will be on 29 January 2015. In implementing the measures imposed by the Court of Accounts, Electrica has initiated several arbitral proceedings in front of the International Court of Arbitration under certain privatisation agreements. This litigation, as well as the arbitration proceedings will be taken over by SAPE. Decision no. 20/17.06.2013 of the Court of Accounts has ascertained multiple irregularities in the activity of Electrica Furnizare with respect to: the organisation of the patrimonial inventory, clarification of the legal regime of the plots of land for which it holds ownership certificates, illegal contractual payments of approximately RON 500,000, the professional training of employees and the payment of certain salary rights and uneconomical expenditures in amount of approximately RON 13.9 million based on contracts concluded with Electrica. The court file having as object the request of Electrica Furnizare for the annulment of this decision makes object of file no. 5755/2/2013 of the Bucharest Court of Appeal. The request was rejected almost entirely by decision no. 822/11/03.2014 of the Bucharest Court of Appeal. Decision no. 32/04.11.2013 of the Court of Accounts has ascertained several irregularities among which, (i) illegal payments of RON 3,050,065 representing interest paid by Electrica Serv to Electrica on a RON 60,000,000 received from the latter, which exceeds the interest that would have been due if the NBR reference interest rate is applied, (ii) illegal payments by Electrica Serv in amount of RON 174,294 to Dorle SRL and in amount of RON 1,999,190 to Beny Alex SRL, (iii) illegal payments exceeding RON 2 million on contracts for various types of works, and (iv) illegal payments of salary rights. The decision imposed obligations for remedying these irregularities. Electrica Serv has contested several measures imposed by this decision in the court file no. 368/2/2014 pending before Bucharest Court of Appeal. Measures referred at items (i) and (ii) above were not contested. On 24 April 2014 the court has admitted the request of Electrica Serv but only in part. The decision of the Bucharest Court of Appeal can be appealed within 15 days from its communication to Electrica Serv, which has not yet occurred.

Criminal proceedings Electrica Serv is a civil (damaged) party in a criminal trial before the High Court of Cassation and Justice after being victim of a criminal group organised for deceiving the company by sale of Siemens devices not fulfilling the conformity standards. Through the last court decision enacted so far by the Brasov Court of Appeal, the defendants were obliged to pay to the Company damages in the amount of approximately RON 17.7 million.

191 Pecuniary claims against the CFR Group Electrica Furnizare has filed over time a large number of payment claims and enforcement proceedings against CFR and its subsidiaries (CFR Group). The claims and enforcement titles resulting from non-payment of the supplied electricity by Electrica Furnizare to CFR Group were finalized through the conclusion of the 2014 CFR Settlement Agreement on 25 April 2014, through which CFR Group paid RON 221 million, representing the value of the energy supplied in 2012-2013, following that approximately RON 30 million, representing penalties for late payment, will be cancelled when a normative act will be adopted, in a three-month term, allowing the implementation of such measure.

Other significant litigations Claims against ANRE In March 2013 Electrica Furnizare has formulated a claim against ANRE requesting the court to oblige the authority: (i) to modify the tariff approved by the ANRE Order no. 53/2012 for electricity delivered to dwellings and assimilated consumers that did not exercise the eligibility right so as to allow the recovery of losses and profit not obtained due to this tariff and (ii) to pay compensations for the difference that cannot be covered by the modified tariff. Electrica has evaluated the damages caused by the tariff approved by the aforementioned ANRE Order at RON 470,596,422, corresponding to the years 2008-2013. The claim was rejected by the Bucharest Court of Appeal and the file is now pending in appeal in front of the High Court of Cassation and Justice. The first hearing in the appeal trial will be on 3 February 2015. Order no. 40/2013 has replaced Order no. 53/2012 and in July 2013 Electrica Furnizare has filed a new claim against ANRE having the same object by referring to the tariff approved by this new order of the authority. The damages Electrica Furnizare claims to have suffered for the same period 2008-2013 caused by the tariff approved by ANRE Order 40/2013 are in amount of RON 600,905,871. These damages include those claimed in the file based on ANRE Order no. 53/2012. The next hearing in this trial currently pending in front of the Bucharest Court of Appeal will be on 26 June 2014.

Delay penalties claim by Termoelectrica Termoelectrica claims an amount of RON 25,047,353.32 as delay penalties under electricity sale-purchase agreements valid between 1 January 2005 - 30 June 2007, which were transferred to Electrica by its subsidiaries. By decision no. 6576/13.11.2013 the Bucharest Tribunal has dismissed the claim as ungrounded. This decision may be challenged by appeal within 15 days as of its communication to the parties, which is still to take place.

Claim by Terradox Solutions contesting the termination of a services agreement Terradox Solutions requested (i) the cancellation of a contract termination notice served by Electrica under the framework services agreement no. 132/23.06.2011 (as a consequence of the contractual partners Terradox Solutions and Orange Media leaving the partnership); (ii) compelling Electrica to continue the execution of this agreement and the subsequent services agreement no. 138/28.06.2011, and (iii) ordering the separation of the two agreements for the benefit of the claimant for a ratio of 33.50% of the total value of the object of the public procurement contract. The value of the litigation is approximately RON 12.5 million. By decision no. 527/07.02.2014, the Bucharest Tribunal rejected the claim of Terradox Solutions due to its lack of active legal standing apparently caused by the fact that only Orange Media is a party to the aforementioned agreements and proof of a consortium/partnership agreement between the claimant and the latter was not made. The decision of the Bucharest Tribunal can be appealed within 15 days from communication to the parties, which is still to take place.

Damages claim by Orange Media Orange Media requests to be ascertained the abusive termination by Electrica of the framework services agreement no. 132/23.06.2011 and of the subsequent services agreement no. 138/28.06.2011, and Electrica to be obliged to pay damages of approximately RON 17 million. The agreement has been terminated by Electrica as a consequence of the claimant having left the partnership with Terradox created by this agreement. The Bucharest Tribunal has dismissed the claim of Orange Media as ungrounded by decision no. 4890/13.06.2013. The decision was appealed by the claimant and, by decision no. 573/24.02.2014, the Bucharest Court of Appeal cancelled the judgment of the first court due to the fact

192 that this court did not state on the claim regarding the ascertaining of the abusive contract termination and consequently ordered a re-trial of the case by the Bucharest Tribunal. This case is currently pending before Bucharest Tribunal.

Land ownership claim Several individuals claim to be the owners of a plot of land surface of 38,893 sqm, located in Ploiesti, 295 Republicii Blvd., of which EDMN owns approximately 30,000 sqm. Allegedly the claimants obtained the ownership over the land by acquisitive prescription. The expert appointed by the court has evaluated this plot of land at RON 19.3 million, of which RON 15.6 million related to EDMN. By decision no. 3102/12.12.2013 the Prahova Tribunal dismissed the claim as ungrounded. The claimants have appealed the decision. Currently this case is pending in front of the Ploiesti Court of Appeal. EDMN made a provision in the amount of RON 15.6 million for this litigation. Except as specified above, no provisions have been made by the Company for the above litigations or investigations.

Environmental Matters The Group’s Management systems in relation to environmental and health and operational safety matters of its commercial activities are implemented and operated on a standalone basis by each of the Group’s subsidiaries. The annual capital investment budgets of each of the Group’s subsidiaries include expenditure for environmental matters. The Group’s activities are subject to specific environmental laws and regulations impacting its business. The Group’s activities impact the environment, principally as a result of emissions of noise by equipment and transformer posts from the transformers’ stations, and secondly, because the Group uses equipment containing insulating oil with polychlorinated biphenylsor ‘‘PCBs’’, sulphuric acid and other polluting substances, whose operation is subject to regulation. According to the provisions of the EGO no. 195/2005 relating to environmental protection (the ‘‘Environmental Protection Law’’), public environmental protection authorities are empowered to authorise economic activities that impact the environment. These authorities issue environmental authorisations which are either ‘‘ordinary’’ or ‘‘integrated’’ and which are valid for five years. Environmental permits must be obtained for new public or private investment projects or for modifications to existing projects, including the transfer or closure of projects that have a significant impact on the environment. These environmental permits are valid during the period of the project. Environmental authorities monitor the compliance with granted authorisations and endorsements, which may be suspended for compliance failures. A company whose authorisations or permits have been suspended is given up to six months to remedy such non-compliance. During the suspension period, the company is forbidden from carrying on its activity at the relevant authorised location. Thereafter, the environmental authority may order the cancellation of the authorisation or permit and cessation of the activity if the conditions specified in the notification have not been fulfilled. In addition to compliance with the Environmental Protection Law, the Group is also subject to: • EGO no. 68/2007 on the environmental liability with respect to the prevention and remedying of environmental damage to land water and air in the case of pollution event; • Law no. 104/2011 regarding air quality published in the Official Gazette on 28 June 2011, which relates to restrictions on atmospheric pollutants and the elaboration of air quality plans; • Law no. 211/2011 on waste management, published in the Official Gazette on 25 November 2011, which relates to ensuring a high level of environmental protection and the safety of the public’s health through management of waste and prevention or reduction of the adverse impact of waste generation; and • other specific restrictions relating to package and packaging waste, disposal of waste oils, batteries, tyres, PCBs and other materials used in the distribution segment’s business. Compliance with environmental laws and regulations requires, among other things, that the Group commissions environmental impact studies for some future projects and that the Group obtains licenses, permits and other authorisations required to conduct its business. As the Group is subject to various regulations in the area of environmental protection, it may have to bear compliance costs and/or apply for new environmental permits resulting from environmental regulations becoming more stringent and from the implementation of best industrial practices. As at the date of this Prospectus, the Group holds all

193 material permits required for it to conduct its business, and Management believes that the Group’s business is conducted in compliance with all specific environmental regulations. Integrated Quality, Environment, Occupational Health and Safety management systems certified in accordance with ISO 9001:2008, ISO 14001:2014 and EN OHSAS 18001:2007 have been implemented in each of the Group’s subsidiaries. In addition to the Environmental Protection Law, environmental-related requirements are also imposed the under Romanian privatisation legislation in the case where a company is undergoing privatisation. Under Law no. 137/2002 regarding certain measures for privatisation acceleration which was published in the Official Gazette on 28 March 2002, as further amended and completed, (the ‘‘Privatisation Law’’), a company subject to privatisation must notify the National Agency for Environmental Protection, and the National Agency for Environmental Protection determines its environmental obligations and liabilities by means of a letter of notification. Electrica has notified the National Agency for Environmental Protection on its proposed privatisation, requesting clarification on the relevant environmental obligations and liabilities of the Group, and a process has been initiated for determining which members of the Group have environmental obligations that need to be fulfilled in this regard. Electrica has received from APM Bucuresti a letter confirming that the establishment of environmental obligations for the Company is not required in the privatisation process. EDMN, EDTS and EDTN and Electrica Furnizare have also notified the competent environmental protection agency, in order for the latter to establish the relevant environmental obligations in the privatisation process. None of the above mentioned companies have been established such obligations, except for EDMN in respect of compliance with the regulation of the special regime on management and control of PCBs. Electrica Serv, SISE Transilvania Sud, SISE Transilvania Nord and SISE Muntenia Nord have notified the competent environmental protection agency for the establishment of environmental obligations for these subsidiaries. Environmental obligations have been established for the following agencies: AISE Buzau, AISE Galati, AISE Ploiesti, AISE Targoviste, AISE Focsani, AISE Brasov, AISE Miercurea Ciuc, AISE Sibiu, AISE Bistrita, AISE Baia Mare, AISE Satu Mare, AISE Cluj, AISE Braila. The Group’s environmental compliance obligations comprise of mainly the obligation to monitor and report the quality of wastewater production of monthly reports of waste management, verification of integrity, wear condition of the sewerage system of wastewater and integrity of existing underground tanks, contracting with authorised operators for the collection and transportation of waste in order to deliver them for capitalisation/elimination, and the observation of the provisions of existing environmental authorisations. As part of its negotiations with EBRD of a Framework Agreement, the Company contemplates putting in place an environmental and social action plan.

194 Company Shareholdings The table below sets out the Company’s shareholdings in other entities as at 31 December 2013:

Equity interest held by Electrica SA Entity Business object (%) Other shareholders Distribution EDMN ...... Electricity distribution in the 78 Fondul Proprietatea Muntenia Nord area EDTN ...... Electricity distribution in the 78 Fondul Proprietatea Transilvania Nord area EDTS ...... Electricity distribution in the 78 Fondul Proprietatea Transilvania Sud area Electrica Serv ...... Network maintenance and repair 100 None Supply Electrica Furnizare ...... Electricity supply 78 Fondul Proprietatea Services related to external distribution networks SEB...... External electricity network 100 None maintenance and repair SED...... External electricity network 100 None maintenance and repair SEMO ...... External electricity network 100 None maintenance and repair SEO...... External electricity network 100 None maintenance and repair SEMU ...... External electricity network 100 None maintenance and repair Other ...... Enel Distributie Muntenia .... Electricity distribution in 23.57 Enel geographical area of Muntenia Sud Fondul Proprietatea Enel Energie Muntenia ...... Electricity supply 23.57 Enel Fondul Proprietatea Enel Distributie Banat ...... Electricity distribution in 24.87 Enel geographical area of Banat Fondul Proprietatea Enel Distributie Dobrogea .... Electricity distribution in 24.90 Enel geographical area of Dobrogea Fondul Proprietatea Enel Energie ...... Electricity supply 36.99 Enel Fondul Proprietatea E.ON Moldova Distributie .... Electricity distribution in 27.00 E.ON geographical area of Moldova Fondul Proprietatea E.ON Energie Romania ...... Electricity and gaz supply 3.78 E.ON Fondul Proprietatea Ministry of Economy Electrica Soluziona ...... IT systems development 49.00 ISCE S.A. ISPE S.A. Romelectro S.A. Indra Systems S.A. Hidro Tarnita ...... Electricity generation 50.00 Complexul Energetic Hunedoara Bursa Romana de Marfuri .... Administration of financial 0.5 Kapraras Consulting markets S.R.L. Elba S.A. and others For information related to the transfer of the Companies minority participations in the entities above under the Spin-off, see ‘‘The Reorganisation’’.

195 Property, Plant and Equipment The Group’s material property, plant and equipment include mainly the distribution assets described in ‘‘—Electricity distribution network’’ above. The material property, plant and equipment also comprise our real properties. The Group uses properties based on various rights (ownership, leasehold transmission easements or other rights deriving from civil law contracts). In addition, certain of the Group’s ownership and rights of access to land derive from Romanian legislation on electricity distribution passed in 2003 and subsequently amended. However, the Group’s title and/or property rights are not always clear and are affected by third party rights, such as easements, encumbrances or restitution claims.

Restitution Laws During the communist regime in Romania (c.1945 - 1989), large portions of real estate assets (e.g. land, buildings, factories) were transferred to the State by force or under legal decrees. From 1991, various special restitution laws were passed that were intended to revert title in properties transferred under such regime to their former owners. The provisions of such special legislation have proven to be contradictory and in certain cases incomplete and/or vague. Consequently, the rules applied in restitution procedures may differ between local authorities and this lack of uniformity has resulted in the invalidation of certain rulings by the Romanian courts. Under Romanian law (apart from restitution claims filed under procedures provided for by the aforementioned special restitution laws), it is possible for former presumptive owners of properties to make restitution claims based on the general provisions of the Romanian Civil Code, even if such claims are filed after the expiry of the terms provided for under the special restitution laws. The prevalent approach taken by the Romanian courts has been to dismiss such restitution actions if they do not comply with the procedures under the special restitution laws. However, court practice in the application of the restitution laws has been subject to scrutiny by the European Court of Human Rights following several resolutions issued against the State by the European Court of Human Rights. Currently under Romanian law, real estate restitution claims (claims made by the purported actual owners of a real estate against persons that hold title over the same) are not subject to the statute of limitations. Hence, absolute proof of ownership over real estate may only be ascertained beyond any doubt by following the chain of ownership from the current owner through the previous owners to the owner of the real estate prior to its acquisition by the State during the communist regime. As a matter of principle, if any of the transfers within such ownership chain is not valid, it would invalidate all subsequent transfers.

Real estate publicity Under Romanian laws, the current real estate publicity system has two purposes: (i) to register the ownership title in relation to a property, and (ii) to inform interested third parties of any legal rights over and in respect of and the legal status or condition of, the relevant property. Real estate transfers, mortgages, concessions, leases, as well as any other legal rights over or in respect of real estate, must be registered with the land registry in respect of the relevant real estate in the relevant administrative unit. While the failure to register the ownership title in the land registry does not invalidate such title, third parties are not deemed by law to have notice of such title, nor the legal rights over and status of the real estate in question. However, Romanian law regarding the effect of the registration in the land registry has changed pursuant to the New Civil Code, change which will come into force once the cadastral works are finalised within each administrative unit within Romania. Once effective, these provisions of the New Civil Code will mean that ownership right and other real rights over real estate will only be acquired upon the registration date in the land registry.

Ownership certificates and related share capital increase Pursuant to Romanian laws passed in 1990 and 1991, ownership certificates were issued in respect of real estate assets used by a State-owned company in the performance of their activities. Such certificates are issued and contributed to the relevant State-owned company in return for an issue and allotment of shares. The process of issuing all of the Group’s ownership certificates and the subsequent share capital increases is ongoing and shall continue after completion of the Offering.

196 Considering that the contribution method provided by Government Ordinance no. 31/2004 is uncommon as compared to the method applied to other privatised companies, several risks may derive from its implementation. The procedure of the share capital increase with the value of the lands for which ownership certificates have been obtained, as provided under the Romanian privatisation regulations, is not yet finalised. Consequently, the share capital of the Company shall be automatically increased by operation of law with the value of the relevant plots of land for which the Company obtains the relevant ownership certificates after the Offering or, for which it obtained the certificates before the Offering, but for which it did not increase its share capital. For a description of the risks the Group faces with respect to real estate matters, see ‘‘Risk Factors— Risks Related to the Group’s Business in Industry’’: ‘‘The Group may face risks associated with restitution claims with regard to certain real estate properties’’, ‘‘Ownership title over certain real estate properties owned by members of the Group may be deemed uncertain’’, ‘‘Share capital increases resulting from State land contributions may result in the State holding more than 50% of Electrica’s shares’’, ‘‘Members of the Group may not have valid legal title for the lands on which the network or the network infrastructure they operate is located’’ and ‘‘Share capital increases in the Company from in-kind contributions of real estate may be voided.’’

197 BOARD AND MANAGEMENT Board of Directors The Company is a joint-stock company having a management structure organized in a one-tier system. The Board of Directors, a one-tier management board, comprises executive members (the ‘‘Executive Directors’’) and non-executive members (the ‘‘Non-Executive Directors’’). The members of the Board are appointed and revoked by the general meeting of shareholders. The Board of Directors elects one of its members as chairman of the Board of Directors. The members of the Board of Directors can be appointed for a term that cannot exceed four years. The process for the appointment of the current Board of Directors has been carried out by the Company pursuant to the provisions of EGO No. 109/2011 regarding corporate governance in State-owned enterprises. In this respect, the Ministry of Economy acting through the Department for Energy carried out a complex selection procedure, following principles and regulations derived from the general applicable provisions of the Companies’ Law and the EGO No. 109/2011 regarding corporate governance in State-owned enterprises. For the purpose of appointing the Company’s Board of Directors, the candidates proposed for these positions were selected by an independent expert, considering that the Company met the following cumulative conditions; (i) its turnover for the previous year exceeded the RON equivalent of EUR 7,300,000; and (ii) it had at least 50 employees. Currently, the Board of Directors comprises four (4) members appointed by the shareholders’ meeting in June 2013, following the selection procedure; in February 2014 one position became vacant and, through the Board Decision no. 9/2014, a new interim director was appointed until the completion of a new selection procedure according to the EGO No. 109/2011 regarding corporate governance in State-owned enterprises. The purpose of EGO No. 109/2011 is to set forth the corporate governance rules applicable to State- owned companies, from the appointment of the members of the Board of Directors to establishing rules regarding the transparency of the annual financial statements and the companies’ decisions to the shareholders. Additionally, it sets out certain measures for guaranteeing the transparency and objectiveness of the process for selecting the management and the members of the boards of directors of such companies, as well as ensuring the professionalism and the responsibility of the management teams. According to the provisions of EGO No. 109/2011, the Board of Directors may include a maximum number of two members selected from among public officers or other categories of personnel within public authorities or institutions. Mr. Marius Eugen Untescu is currently public officers working within the Ministry of Economy. Ethical codes were implemented at Group level (except for services branches), regulating the values, principles and norms of ethical conduct to be observed. Such principles include integrity, loyalty towards the company and clients, as well as compliance with the law. Such codes are applicable to employees, seconded personnel, collaborators, management and include anti-corruption rules, such as prohibition of conflicts of interests, obtaining of personal benefits by using the reputation and facilities of the company, transparency in relation with the authorities and independency in performing their attributions. In addition, the Company intends to comply with the recommendations set forth in the Bucharest Stock Exchange Corporate Governance Code (the ‘‘BSE Corporate Governance Code’’) following listing on the Bucharest Stock Exchange. Companies admitted to trading on the regulated market of the Bucharest Stock Exchange adopt and comply with the provisions of the principles and recommendations of the BSE Corporate Governance Code on a voluntary basis. The principles and recommendations address share and other financial instruments holders’ rights, roles and duties of the Board of Directors and composition of the Board. The members of the Board of Directors, who have been appointed following the selection procedure in accordance with the applicable legal provisions through the decisions of the general meeting of the shareholders no. 40 dated 21 June 2013 and no. 5 dated 13 February 2014 except for the interim member,

198 appointed through the decision of the Board of Directors no. 9/2014 until the selection of a new member for the vacant position, are the following:

Name Date of birth Position Ioan Rosca ...... 19 March 1962 General Manager, Executive Director Marius Eugen Untescu ...... 13 October 1962 Member, Non-Executive Director (Chairman) Niculae Plesa ...... 18 June 1967 Member, Non-Executive Director Constantin Dinescu ...... 22 July 1977 Member, Non-Executive Director Rares Ion Popescu ...... 29 August 1978 Member, Non-Executive Director (interim) The place for the performance of the directors’ mandate is the Company’s headquarters, or the place where they act as representatives of the Company. The Company may change the place for the performance of such mandate. Mr. Ioan Rosca is the general manager of Electrica since May 2012. Prior to holding this position, he has worked as chief executive officer of Electrica Distributie Transilvania Sud for five years and of Electrica Transilvania Sud, the distribution and supply company for the Transilvania Sud region, for three years. He joined the predecessor company of Electrica in 1991, assuming various positions and with increasing responsibilities, gaining experience in both the distribution and supply sector. Mr. Rosca has a PhD in electrical engineering from the Transylvania University of Brasov, a post-graduate professional diploma in management from the Open University UK and has graduated in electromechanics and electroenergetics from the Faculty of Electrotechnics, Transylvania University of Brasov. Mr. Marius Eugen Untescu is the chairman of the Board of Directors. He has been with Ministry of Economy, the Energy and Environmental Division since 1992, last as director. He also worked as an engineer for Hidroconstructia SA between 1988 and 1992. Since 1996 he has been member of the supervisory board or board of directors for CE Oltenia, CE Craiova, and Termoelectrica. Mr. Untescu has graduated in hydro-energetics from the Faculty of Energetics, Bucharest Polytechnic University and holds a post-university degree in management of public institutions from the Bucharest Academy of Economic Studies. Mr. Nicolae Plesa is member of the Board of Directors. He was also vice president of commercial operations and marketing department for RCS&RDS (telecom) since 2009 to 1 November 2013. Prior to holding these positions, he was general manager for InfoGate Telecom (2004-2009), 2k Telecom (2004-2006) and business consultant for EBRD (2002-2003). He also occupied different management positions in the telecom business sector since 1992. Mr. Plesa has graduated in automatic control and computers from the Faculty of Automatic Control and Computers, Bucharest Polytechnic University and holds a post-university degree in management from the same university Mr. Constantin Dinescu is member of the Board of Directors and advisor to the general manager of Metrorex SA (Bucharest Metro Company) since 2012 to present. Prior to holding these positions, he was general manager for Metrorex SA (2011-2012), general manager of Clean Earth Solutions (waste management) and Global Resources (IT) (2005-2012) and personal advisor for the Ministry—General Secretary of the Government (2001-2005). Mr. Dinescu has graduated in management from the Bucharest Academy of Economic Studies. Mr. Rares Ion Popescu is the interim member of the Board of Directors. He is also an advisor to the Minister, Ministry of Economy—Department for Energy since January 2014 to present. He also worked for EDTS and its predecessor Electrica Transilvania Sud between 2005 and 2014. His most recent positions in EDTS were Head of Energy Inspection Department and Head of PR, Regulator Relations and Customer Protection. Mr. Popescu has graduated in electrical engineering and computer science from the Faculty of Electrical Engineering and Computer Science, Transylvania University and he has a master’s degree in energetic management.

Consultative Committees constituted within the Board of Directors There are currently four consultative committees organised at the level of the Board of Directors: (i) the nomination and remuneration committee, (ii) the audit committee, (iii) the strategy and development consultative committee, and (iv) the management of ownership and privatisation committee. The nomination and remuneration committee has the following duties: to prepare proposals for the implementation of a transparent, ethical and efficient corporate governance system, to ensure (i) efficient and well-balanced roles and responsibilities for the members of the Board of Directors, (ii) transparency

199 and accuracy in supplying all information to the Company’s shareholders and other third parties, and (iii) an ethical attitude and integrity of the members of the Board of Directors, managers and employees; to submit proposals for the positions as members of the Board of Directors, and prepare and submit the selection procedure for the candidates to the positions of executive officers and for other managerial positions; to assess the personal and professional skills of the members of the Board of Directors, managers and other individuals holding management positions; to assess the training requirements for personnel holding managerial positions; to prepare the policy for the remuneration of directors, managers and individuals holding managerial positions; and any other duties as per the applicable law. According to the Emergency Government Ordinance no. 109/2011, the nomination and remuneration committee shall be formed of non-executive directors. Currently, it comprises three non-executive and independent directors, one of them being the chairman of the board. The audit committee has the following duties: to assist managers of the Company to perform their duties in connection with financial reporting, internal audit and financial control, as well as supervising the credibility and integrity of the financial information reported by the Company; to approve the annual plan of the internal audit, analyse the internal audit reports and propose solutions in connection with any identified shortcomings; and to monitor the independence and correctness of the internal and external financial auditors. Currently, the audit committee has two members being non-executive and independent (one having relevant financial experience). The strategy and development committee has the following duties: to monitor and adjust the Company’s strategy to reflect evolving macro and micro drivers, by assisting the Board in relation to the preparation and update of the Company’s general development strategy; reviewing the opportunities identified in relation to the business development and issuance of recommendations to the Board; monitoring the fulfilment of the strategic and action plans; and monitoring and reviewing the achievement of the Company’s economic and financial performance goals. Currently, it comprises two members, one of them being the General Manager of the Company. The management of ownership and privatisation committee has the following duties: (i) to manage in a more efficient manner its shareholdings, depending on the nature of their activity, in view of: increasing the business efficiency, implementing unitary management techniques, enacting measures to efficiently use the resources and optimize costs, coordinate the major investment processes, increasing the attractiveness for and value of sales; and (ii) to undertake integrated management of preliminary activities and measures prior to listing on the stock exchange. It comprises three members, including the chairman of the board. The current members of the nomination and remuneration committee are Marius Eugen Untescu, Niculae Plesa and Rares Ion Popescu, the current members of the audit committee are Niculae Plesa and Constantin Dinescu, the current members of the strategy and development committee are Ioan Rosca and Niculae Plesa and the current members of the management of ownership and privatisation committee are Marius Eugen Untescu, Constantin Dinescu and Rares Ion Popescu.

Corporate Governance Action Plan The Company intends to implement a corporate governance action plan (the ‘‘Corporate Governance Action Plan’’) within 6 months as of the admission to trading of the Company’s shares, to enhance the Company’s corporate governance principles, set out below. The Company is also currently in advanced negotiations with EBRD with a view to conclude a Framework Agreement regarding a corporate governance action plan in line with such principles:

Independent Directors The Company shall seek to ensure that the board of directors shall have 5 directors, out of which the State can only propose 2, while the other 3 candidates must be independent and non-executive in accordance with best practices, the BSE Corporate Governance Code and Companies Law and can only be proposed by the other shareholders of the Company (i.e. excluding the State). At least one of such independent and non-executive directors will be selected through an international reputable executive search agency. In all cases, independent non-executive directors shall not be and have not been in the last 5 years state or local government officials. Independent non-executive directors shall possess the relevant expertise and qualification according to the scope and responsibilities of the board and the committees where they sit. The nomination of all directors, including the independent non-executive directors shall be done pursuant to a nomination policy in line with best practices and subject to any limitations imposed by law. The Company’s annual report shall clearly identify who the independent non-executive directors are

200 and state the grounds (i.e., the negative criteria established by law or by the BSE Corporate Governance Code) and the positive circumstances upon which they are considered independent (e.g., explaining how they have acted independently from the executives, to ensure that the interests of all shareholders are properly protected—for instance—in relation to financial reporting and internal control). The nomination of all directors to shareholders shall be accompanied by a statement attesting each director’s independence (if relevant), integrity, expertise and qualification and explaining how the proposed director is adding value to the work of the board and of the committees.

Nomination and Remuneration Policies The Company shall seek to adopt, following the recommendation of the Nomination and Remuneration Committee, adequate nomination and remuneration policies, in line with best practices. In particular, as mentioned under ‘‘Independent Directors’’ above, the nomination policy shall provide that the search for ‘‘at least one’’ candidate to the board shall be undertaken by international reputable executive search agency according to appropriate qualification and independence requirements clearly set in advance. Subject to any limitations imposed by law, the remuneration policy shall ensure that the remuneration of directors is in line with the market, and aligned to prudent risk taking and long term interest of the Company. In particular, it is foreseen that the remuneration of each director shall be made by a fixed part and a variable part. The variable part of the directors’ remuneration shall be linked to the director’s achievement of specific objectives and to the Company’s performance. However, in order to preserve the independence of the independent non-executive directors, it is foreseen that their variable compensation shall not be linked to the Company’s performance, but it shall be determined in an independent manner and commensurate with their key role in the Company.

Board Committees The Company shall seek to strengthen the functions and responsibilities of its Audit Committee and the Nomination and Remuneration Committee by making sure that they are made at least by a majority of independent non-executive directors. The General Manager/CEO (in Romanian: directorul general) and executive directors cannot be members of the Audit Committee and of the Nomination and Remuneration Committee. The frequency of meetings of the committees, the attendance by their members (in person or in absentia) and a summary of the significant issues dealt with by the committees shall be included in the Company’s annual report. Independent non-executive directors shall chair the committees. All members of each committee shall possess the relevant expertise and qualification according to the scope and responsibilities of the committees. The Audit Committee shall also be in charge of reviewing the Company’s risk appetite and risk position and to review related party transactions. The Nomination and Remuneration Committee shall be in charge of the development of a nomination policy and a remuneration policy and their implementation.

Internal Control Framework The Company shall seek to ensure that the internal control framework and internal audit function are set in accordance with international best practice (e.g., ‘‘International Standards for Professional Practice of Internal Auditing’’ as established by the Institute of Internal Auditors or similar professional standards). In particular, the Company shall seek to ensure that its internal audit function (i) operates independently, (ii) reports directly to the Audit Committee, and (iii) performs its activities on the basis of the audit plan approved by the Audit Committee. The internal audit function shall report quarterly to the Audit Committee on the implementation of the audit plan.

Company’s Articles of Incorporation The Company shall seek to ensure that the Articles of Incorporation of the company is amended in order to (i) strengthen minority shareholders protection and equal treatment of shareholders (e.g., cumulative voting); (ii) establish a super majority of 55% of the total voting rights for both the first and subsequent convening for certain defined issues (i.e. changes to the Articles of Incorporation, eligibility and independence criteria for the Board members, investment projects of the Company over Euro 30,000,000 for this decision the prerequisite shall apply only at first calling, appointment of financial auditor, annual investment plan consolidated at group level (CAPEX plan), mergers, the corporate governance strategy of the Company, including the corporate governance action plan and donations exceeding EUR 50,000 per deed or any donation which, together with the previous ones, exceeds during one year the threshold of EUR 1,000,000); (iii) establish that the State can only propose 2 nominees, while

201 the other 3 nominees can only be proposed by the other shareholders; (iv) requiring the company to develop and publish a dividend policy; (v) establish that the Board will be called by the chairman at the request of one independent non-executive director, upon the chairman’s approval for such calling, which will not be unreasonably withheld; if the chairman withholds such approval, he will explain the reasons for such refusal in the Board of Directors’ meeting, and (vi) establishing a corporate secretary function for the board and the committees in line with best practices (e.g., ICSA Guidance on Corporate Governance Role of the Company Secretary). Most of these principles have already been implemented by the Company through the GMS decision No. 9 of 10 June 2014, approving amendments to the articles of incorporation, which would enter into force only once the Closing of the Offering occurs (the ‘‘New Articles of Incorporation’’) which may be inspected on the Company’s website at: www.electrica.ro.

Clear Lines of Responsibility and Accountability The Company shall identify and map the key functions and businesses in the Company and its subsidiaries and seek to establish clear reporting and accountability lines between these functions, businesses and the Board. The Board of Directors and the committees shall approve in advance at beginning of each year the calendar of their meetings so as to ensure regular reporting from each of the identified key functions and businesses.

Code of Conduct The Company shall seek to introduce/strengthen its code of conduct to be substantially in line with requirements of the BSE Corporate Governances Code and any other codes pertaining to exchanges where the securities of the Company are listed to the extent these do not conflict with the BSE Corporate Governance Code. In particular, the code shall include provisions aimed at (i) introducing a yearly board evaluation in line with best practices; (ii) ensuring that the board and senior management receive proper induction and regular training on key issues related to corporate governance and other key issues related to the company’ business and board/management activities; (iii) ensuring that board members have an adequate D&O insurance; (iv) ensuring that the chairman of the board and the CEO are separate; (v) preventing legal and regulatory violations and introducing a whistle-blower function; (vi) fostering employee loyalty and retention; (vii) building strong relations with suppliers and other business partners; (viii) strengthening trust and respect of stakeholders; and (ix) building a strong reputation for integrity in line with best practice. Further, the Company shall take all necessary steps to ensure that the code’s provisions are implemented in practice by, among other things, the appointment of a dedicated senior officer to monitor the implementation of the code. Such officer shall regularly report directly to the Board of Directors and include a note on the code’s implementation in the Company’s annual report. Within a maximum of 60 days as of registration of the share capital increase with the Central Depositary, a GSM shall be convened for the nomination of the new Board based on the above methods and principles.

202 Management Pursuant to the decision of the Board of Directors no. 24 dated 5 July 2013, the Board of Directors has appointed Mr. Ioan Rosca to the position of general manager of the Company. The main duties of the general manager are set out in the regulation regarding the organisation and the functioning of the Company, which are completed accordingly by the provisions of the mandate agreement concluded between the Company and the general manager, and which have been delegated to him by the Board of Directors, respectively: • to ensure the Company’s business leadership, coordination and control regarding the use of financial, material and human resources in order to achieve the objectives and criteria established by the mandate agreement; • to implement the decisions of the Board of Directors, in established deadlines; • to ensure monitoring the provisions / indicators of revenue and expenses budget; and • to ensure the management and operation of the Company as well as administration and organisation of the Company’s activity in accordance with the Company’s Articles of Incorporation. In addition to the above, the general manager has also been delegated with certain representation powers, as follows: representing the Company before third parties with respect to issuing and concluding legal acts and representation before judicial authorities. The members of the Company’s management, who have had powers delegated to them by the Board of Directors, are:

Name and Address of the Name Date of birth Position Employer Ioan Rosca ...... 19 March 1962 CEO Electrica S.A. For details regarding Mr. Ioan Rosca’s experience please see ‘‘—Board of Directors’’ above.

203 Senior Officers and Key Employees The senior officers and key employees who are not part of the management as regulated by the Companies Law, and, therefore, do not have delegated powers from the Board of Directors, are:

Name and Address of the Name Date of birth Position Employer Angelescu Ramiro- 12.10.1979 Deputy Executive Electrica S.A., Robert Eduard Manager headquartered in Bucharest, 9 Grigore Alexandrescu, District 1 Dumbrava Ioan 26.10.1966 Manager Electrica S.A., headquartered in Bucharest, 9 Grigore Alexandrescu, District 1 Petre Marin 06.07.1958 Deputy Manager Electrica S.A., headquartered in Bucharest, 9 Grigore Alexandrescu, District 1 Geanta Marian 15.10.1952 Deputy Manager Electrica S.A., headquartered in Bucharest, 9 Grigore Alexandrescu, District 1 Marin Emilia - Elena 14.12.1974 Manager Electrica S.A., headquartered in Bucharest, 9 Grigore Alexandrescu, District 1 Popescu Borislavschi 23.02.1979 Manager Electrica S.A., Alexandra Romana headquartered in Augusta Bucharest, 9 Grigore Alexandrescu, District 1 Crisan Mariana 26.03.1961 Manager Electrica S.A., headquartered in Bucharest, 9 Grigore Alexandrescu, District 1 Pindichi Valentin 07.12.1971 Deputy Manager Electrica S.A., Cosmin headquartered in Bucharest, 9 Grigore Alexandrescu, District 1 Armenecea Gabriel- 23.09.1950 Head of budgets, cost Electrica S.A., Mihai centers, economic headquartered in analysis and Bucharest, 9 Grigore compensation service Alexandrescu, District 1 Panduru Gabriela 16.05.1961 Head of accounting Electrica S.A., department headquartered in Bucharest, 9 Grigore Alexandrescu, District 1 Bulumacu Raluca 02.04.1979 Head of investors Electrica S.A., relationships and headquartered in corporate Bucharest, 9 Grigore communication Alexandrescu, District 1

204 Name and Address of the Name Date of birth Position Employer Stan Corneliu 01.09.1950 Deputy Manager Electrica S.A., headquartered in Bucharest, 9 Grigore Alexandrescu, District 1 Silvas Ioan 01.10.1951 Professional Counsellor Electrica S.A., headquartered in Bucharest, 9 Grigore Alexandrescu, District 1 Andruhovici Stefania 09.01.1980 Chief of the Legal and Electrica S.A., Contentious headquartered in Department Bucharest, 9 Grigore Alexandrescu, District 1

Professional biographies Ms. Alexandra Borislavschi has been the managing manager of corporate finance and governance since February 2014. Prior to holding this position, she worked as deputy chief financial officer & head of corporate affairs since June 2013 and has previously worked for BRD Corporate Finance (part of Groupe Societe Generale), having eight years experience in corporate and investment banking, being involved in a broad range of advisory and mergers & acquisitions mandates in energy generation, distribution and trading. Mrs. Borislavschi graduated in business administration from the Bucharest Academy of Economic Studies and holds a master’s degree in finance and controlling from University of Orleans. Mr. Ramiro Angelescu has been deputy executive manager since August 2013. Prior to holding this position, he worked as vice president with State Undersecretary rank within the National Public Communal Utilities Services Regulatory Authority (ANRSC). Mr. Angelescu holds an engineering diploma from the Bucharest Polytechnic University and is a law graduate from the University of Bucharest, the Faculty of Law. He also holds a master’s degree in radioprotection and nuclear security from the Faculty of Energetics, Bucharest Polytechnic University. Mr. Ioan Dumbrava has been operations manager since August 2012. Prior to holding this position, he worked as employee of Electrica and its subsidiaries from 1990, holding the positions of electrician, head of office and head of service. He has been a member of the board of directors of al SC Alt Univers Company 2002 for five years. Mr. Dumbrava has an engineer’s degree from the Faculty of Electrotechnics, Transylvania University of Brasov and a master’s degree in human resources management of the Faculty of Management, Bucharest Academy of Economic Studies. Ms. Emilia-Elena Marin has been economic manager since February 2014. Prior to holding this position, she worked as economy and corporate affairs director, chief financial, fiscal service. She in the energy field since graduating from university, being employed as an economist by the companies RENEL, CONEL and Electrica. Mrs. Marin has graduated from the Faculty of Finances, Insurance, Banks and Stock Exchanges from the Bucharest Academy of Economic Studies, with a master’s degree in European economics and finance. Mr. Pindichi Valentin Cosmin has been deputy manager of human resources, management control and communication since February 2013. Prior to holding this position, he worked in different positions within the Group, such as chief of the control service general inspection, chief executive officer of Servicii Energetice Dobrogea, director of SISE Electrica Dobrogea and president of the board of directors of Servicii Energetice Dobrogea / Servicii Energetice Moldova and has 19 years of work experience within the energy sector, all within Electrica, and seven years of top management experience within the Electrica Group. Mr. Pindichi graduated from the Faculty of Energetics, Bucharest Polytechnics University, having a master’s degree in international financial banking relations from the Romanian Arts and Science University Gheorghe Cristea of Bucharest. Mr. Marin Petre has been deputy operations manager since June 2013. Prior to holding this position, he was the director of development of the National Company Posta Romana, Bucharest Regional Direction, and administrative director of SC Victoria International S.A. Mr. Marin has faculty studies and a master’s degree.

205 Mrs. Mariana Crisan has been manager of human resources, management control and the communication direction since February 2014. Prior to holding this position, she was head of performance indicators service within Electrica Furnizare and has 30 years’ experience in the energy sector, working in the Electrica Group for almost ten years, within the investments and human resources services. Mrs. Crisan has graduated in electromechanics and management. Mr. Marian Geanta is operations manager director within Electrica and is the president of the board of directors of Electrica Distributie Transilvania Sud. Prior to holding this position, he worked as development director and as chief of the development and network analysis studies department. Mr. Geanta Marian has a degree in technical studies, having an electroenergetician engineering diploma from the Polytechnic University of Bucharest. Mr. Corneliu Stan is deputy manager of Electrica. Prior to holding this position, he worked as marketing director of SD Ilfov and as director of the commercial operations department, director of the analysis and general control department, director of the maintenance and energetical services department, director of the maintenance and energetical services divison, chief executive and deputy director-general within Electrica. Mr. Stan Corneliu graduated from the Faculty of Electrical Engineering of the Polytechnic University of Bucharest. Mr. Ioan Silvas has been a professional counsellor in Electrica SA since June 2013. Prior to this this, he was a manager of the electricity sale department, manager of the technical-development department, general manager of EDMN’s predecessor, branch manager of EDMN’s predecessor, marketing manager in Electrica’s predecessors. Mr. Silvas has 35 year’s experience in the electricity filed. Mr. Silvas has a PhD in technical science, electricity, a masters degree in financial-banking management and graduated from the Bucharest Polytechnic University—Faculty of Electro-Energetics. Mr. Gabriel Mihai Armenecea has been the head of the Budgets, Cost Centers, Economic Analysis and Compensations Service since 2013. He has been an employee of Electrica for eight years and held positions of head of office and head of service within the same department. Prior to this, he worked in the line ministry (for a period of 8 years), beginning as inspector and finishing as a deputy manager and in Distrigaz Sud (currently GDF Suez) for a period of 9 years, beginning as economist and finishing as head of service. He graduated the Bucharest Academy of Economic Studies. Ms. Gabriela Panduru has been the head of accounting department since November 2013. Prior to this position she worked in the accounting department of Electrica since 2008, while before she was the head of accounting department and patrimony at the subsidiary Electrica Oltenia (1991-2007). She worked for Electrica and its predecessors from 1985. She graduated from the Finance-Accounting Faculty of the Bucharest Academy of Economic Studies and has a masters degree in accounting audit and counseling. Ms. Raluca Bulumacu is head of investor relations and corporate communications. She joined Electrica in September 2013 as Head of Privatisation. Prior to joining Electrica she was the VP of Operations of a software localization company and CEO of its Romanian Branch for 6 years and was responsible for client relations, compliance and project management and coordinated clients, suppliers and subordinates in more than 30 countries. She previously worked as a software localization project manager for the same USA company, and before that worked for the German branch of a Romanian company. Ms. Bulumacu graduated in Computer Science for Business from the Bucharest Academy of Economic Studies, Cybernetics, Statistics and Economic Informatics Faculty. Mrs. Andruhovici Stefania is a bachelor of laws with a master’s degree in business law, holding the position of chief of the Legal and Contentious Department within Electrica from 9 April 2014. She has 11 years’ experience in the legal field. Also, she was a member within the board of directors of companies in the transport field. From the information currently available in the Company, there are no family relationships between any of the members of the Company’s Board of Directors, the general manager and/or senior officers.

206 Positions held by the Board of Directors and Senior Officers In addition to their directorships of the Company, the Company’s directors, the general manager and the senior officers hold, or have held within the past five years, the following directorships: Position currently held Name Entity Position (Yes/No) Rosca Ioan ...... FDEEE Electrica Distributie Director YES Transilvania Sud FDEEE Electrica Distributie General Manager NO Transilvania Sud FDEEE Electrica Distributie Director YES Muntenia Nord Electrica Furnizare Director YES FISE Electrica Serv Director NO Electrica SA General Manager YES Popescu Ion Rares ...... Ministry of Economy Professional Counselor YES FDFEE Electrica Disteributie Transilvania Sud Head of Energy Inspection Department NO SC FFEE Electrica Furnizare Transilvania Sud Head of Public relations, NO Regulator Relations and Costumer Protection Marius Eugen Untescu . . . Department for Energy Head of department and YES Manager Complexul Energetic Director NO Craiova CEZ Director NO Plesa Nicolae ...... RCS&RDS SA Vicepresident of NO Marketing and Commercial Operations SC Global Fiber Director YES Communications SRL SC Powerfull Connections Director YES EOOD Dinescu Constantin ..... SC Metrorex SA General Manager YES Counselor SC Zebra Terminals SA Director/General NO Manager SC Global Resources Director/General NO Manager SC Clean Earth Solutions Director YES Romania Angelescu Ramiro-Robert Eduard ...... Electrica SA Deputy General Manager YES Dumbrava Ioan ...... Electrica SA Manager YES SEO Chairman of BoD YES SEMU Chairman of BoD YES FDEE Electrica Distributie Director YES Transilvania Nord SC Alt Univers Company Director NO 2002 SA Petre Marin ...... Electrica SA Deputy Manager YES Geanta Marian ...... Electrica and its subsidiaries Manager NO Electrica and its subsidiaries Deputy Manager YES FDEE Electrica Distributie Director NO Transilvania Sud FDEE Electrica Distributie Chairman of BoD YES Transilvania Sud Pindichi Valentin-Cosmin . SISE Electrica Dobrogea SA General Manager NO SEMO Director NO Electrica SA Head of department NO Electrica SA Deputy Manager— YES

207 Position currently held Name Entity Position (Yes/No) Alexandra Romana Augusta Popescu Borislavschi ...... Electrica SA Deputy Manager NO Electrica SA Manager YES SEO Director YES Crisan Mariana ...... Electrica Furnizare Head of department NO Electrica SA Manager YES Marin Elena-Emilia ..... Electrica Head of department NO Electrica Manager YES SED Director NO Stan Corneliu ...... Electrica Deputy General Manager NO Electrica Project manager NO Electrica Deputy manager YES Silvas Ioan ...... SEB Director NO E-On Moldova Furnizare Director NO

Remuneration of Members of the Board of Directors and Senior Officers The members of the Board of Directors receive remuneration established in accordance with the EGO no. 109/2011 concerning the corporate governance of State-owned enterprises, namely: • The fixed monthly allowance of non-executive members cannot exceed the last twelve months’ average of the average monthly gross salary in the industry where the Company operates, as communicated by the Romanian National Institute for Statistics prior to the appointment. • Generally, the remuneration of the members of the Board of Directors is established under the management contract and the resolutions of the GMSs. • The remuneration of the members of the Board of Directors consists of a fixed monthly allowance and a variable component consisting of a form of remuneration based on performance objectives and indicators approved in the management plan. • The fixed monthly allowance of the executive members (the general manager) cannot exceed six times the last twelve months’ average of the average monthly gross salary in the industry where the Company operates, as communicated by the Romanian National Institute for Statistics prior to the appointment. The fixed remuneration of the members of the Board of Directors determined as stated above, is payable monthly as from each director’s respective appointment to office. According to EGO no. 79/2008 on economic and financial measures within certain undertakings, the remuneration of the State’s representatives in the management bodies of the companies which capital is totally or partially State-owned could not exceed 1% of the remuneration of the general manager; otherwise the management agreements would have terminated by operation of law. EGO no. 79/2008 was repealed as of 1 September 2013 by EGO no. 26/2013 on the strengthening of financial discipline within certain undertakings in which the State or State units are sole or majority shareholders or hold, directly or indirectly, a majority participation. The management agreements of the members of the Board of Directors were executed on 6 September 2013 and were registered by the Company as follows (i) no. 27/06.09.2013 for Mr. Marius Eugen Untescu, (ii) no. 29/06.09.2013 for Mr. Niculae Plesa, (iii) 30/06.09.2013 for Mr. Constantin Dinescu, and (iv) no. 31/06.09.2013 for Mr. Ioan Rosca, mentioning that after the delegation of the Company’s management to Mr. Ioan Rosca the mandate agreement no. 32/03.10.2013 was executed, becoming executive director.

208 The table below presents the remuneration and benefits granted to the Board of Directors members of Electrica for 2013:

Gross Remuneration for 2013 (RON) Fixed Variable Name component Component Other Remuneration Total Ioan Rosca . . 1,003 24,892—Member in the Committee for coordination 524,581 of the privatisation process—Electrica S.A 39,073—Substitute member in the Committee for Coordination of the privatisation process—SC FDEE Muntenia Sud SA 28,897—Member in the Committee for preparation and monitoring of the privatisation process—SC FDFEE Muntenia Sud SA 8,604—Member in the Committee for coordination of the privatisation process—SC FDEE Transilvania Sud SA 8,604—Member in the Committee for coordination of the privatisation process—SC FDEE Transilvania Nord SA 8,604—Member in the Committee for coordination of the privatisation process—SC FDEE Muntenia Nord SA 68,028—Director—Electrica Furnizare 85,032—Director—EDMN 21,480—Director EDTS until May 2013 99,809—Interim General Manager for Electrica between January and June 2013 (95.617 fixed component and 4.192 variable component) 130,555—General Manager for Electrica between 0 July-December 2013. Marius Eugen 22,433 10,636 40,152—Member in the Committee for Coordination 94,437 Untescu .... of the privatisation process—SC FDFEE Muntenia Sud SA 708—President in the Committee for establishing and evaluating the land plots in Electrica’s patrimony. 11,904—Member in the Consultative Committee for the development of the methodologies regarding the reports between the Board of Directors and AGA, as well as following their application. 8,604—Substitute member in the Committee for coordination of the privatisation process—SC FDEE Transilvania Sud SA Niculae Plesa 21,026 10,636 31,662 Constantin 21,026 10,636 31,662 Dinescu .... Rares Ion 0 0 Popescu ....

209 The table below presents the remuneration and benefits granted to the senior officers and key employees of Electrica in 2013.

Gross remuneration Name 2013(RON) Other benefits 2013(RON) Total Angelescu Ramiro Robert Eduard 119,490 0 119,490 Dumbrava Ioan ...... 250,089 3,213-participation to the profit of the Company 287,877 25,971-substitute member of the Coordinating Commission for the Privatisation of SC D.F.E.E. Electrica S.A. 8,604-titular member of the Commission for the Preparation and Monitoring of the SC FDEE Transilvania SUD S.A. privatisation process Petre Marin ...... 129,570 0 129,570 Geanta Marian ...... 210,309 7,742-participation to the profit of the Company 276,652 8,604-substitute member of the Coordinating Commission of the SC FDEE Transilvania Sud SA privatisation process 49,997-President of the Board of Directors of EDTS Marin Emilia-Elena ...... 182,765 19,494-titular member of the Commission for the 202,259 Preparation and Monitoring of the SC FDEE Transilvania Sud SA privatisation process Popescu Borislavschi Alexandra Romana Augusta ...... 128,322 201-proxy of SC Electrica S.A. in the General 161,401 Meeting of Shareholders of S.C. ENEL Distributie Muntenia S.A. and S.C. ENEl Energie Muntenia S.A. 13,384-substitute member of the Commission for the Preparation and Monitoring of the SC FDFEE Muntenia Sud S.A. privatisation process 19,494-titular member of the Commission for the Preparation and Monitoring of the S.C. D.F.E.E. Electrica S.A. privatisation process Crisan Mariana ...... 117,324 0 117,324 Pindichi Valentin Cosmin ...... 180,007 5,010-participation to the profit of the Company 185,017 Armencea Gabriel-Mihai ...... 91,896 6,518-participation to the profit of the Company 98,414 Panduru Gabriela ...... 76,181 5,032-participation to the profit of the Company 81,213 Bulumacu Raluca ...... 25,783 5,352-Secretary of the Commission for the 37,827 Preparation and Monitoring of SC FDFEE Muntenia Sud S.A. privatisation process 6,692-substitute member of the Commission for the 104,082 Preparation and Monitoring of SC DFEE Electrica S.A. privatisation process Stan Corneliu ...... 98,275 5,807-substitute member of the Commission for the Preparation and Monitoring of SC DFEE Electrica S.A. privatisation process Andruhovici Stefania ...... 0 0 0 Silvas Ioan ...... 174,675 10,038-substitute member of the Commission for 199,212 the Preparation and Monitoring of SC FDFEE Muntenia Sud S.A. privatisation process 5,895-titular member of the Commission for the Preparation and Monitoring of S.C. D.F.E.E. Electrica S.A. privatisation process 8,604-substitute member of the coordinating Commission of SC FDEE Muntenia Nord S.A. privatisation process

210 If a directorship is revoked in a vexatious or unjustified manner, the relevant director is entitled to receive compensation from the Company with respect to the remaining unexecuted period of the management contract, irrespective of the moment when the revocation took place, but not exceeding twelve fixed monthly allowances determined as described below: • if the revocation takes place at any time before the beginning of the last year in office, the director will receive compensation of twelve fixed monthly allowances; • if the revocation takes place during the last year of the term in office, compensation equal to the remaining months in office will be paid, but it will not be greater than six fixed monthly allowances. This form of compensation is the only form of indemnity owed to a director when his or her appointment is revoked in an unjustified manner. If the director’s appointment is revoked for grounded or justified reasons, the Company does not owe any compensation for the unexecuted period.

Litigation Statement Relating to Directors and Senior Officers At the date of this Prospectus, save as disclosed below, none of the members of the Board of Directors, the general manager and the senior officers has at any time within the last five years: (i) had any convictions in relation to fraudulent offences; (ii) held an executive function in the form of a senior executive officer or a member of the administrative, management or supervisory bodies of any company at the time of or preceding any bankruptcy, receivership or liquidation, except for Popescu Borislavschi Alexandra Romana Augusta (member of the Board of Directors of SEO from 8 July 2013), Dumbrava Ioan (member of the Board of Directors of SEO from October 2012), Pindichi Valentin Cosmin (member of the Board of Directors of SED from January 2012 until December 2013 and SEMO from March 2013 until December 2013), Emilia Marin (member of the Board of Directors of SED from October 2012) and Marius Eugen Untescu (sole director (in liquidation) of Termoelectrica S.A.); or (iii) been subject to any official public incrimination and/or sanctions by statutory or regulatory authority (including any designated professional body) or has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company. From 7 April 2005 to 10 February 2009, Marius Eugen Untescu, the chairman of the Company, acted as the representative of the Ministry of Economy and Finance with respect to the State’s interest in Romgaz S.A. (‘‘Romgaz’’). According to press releases issued by the Direction for Investigation of Crimes of Organised Criminal Activity and Terrorism (‘‘DIICOT’’) on 4 January 2012 and 2 September 2013, in December 2011, 27 of Romgaz’s former and current employees (including members of management) were notified by DIICOT that they were the subjects of an investigation initiated by the latter regarding Romgaz’s gas sale contracts with Interagro S.A., a Romanian agro-industrial group. DIICOT alleges that Romgaz’s former and current employees granted unauthorised discounts to Interagro S.A. between 2005 and 2010. DIICOT alleges that these discounts may have triggered losses for Romgaz and, in turn, reduced the Romanian Government’s share of Romgaz’s profits, thereby ‘‘undermining the national economy’’. One of the named individuals notified of the investigation is Marian Eugen Untescu, who, in his capacity as representative of the Ministry of Economy and Finance, participated in the general shareholder meeting of Romgaz approving the Interagro contracts. The DIICOT investigation is still ongoing. According to a press release issued by DIICOT, on 2 September 2013, DIICOT requested that the Prosecutor General notify the State and President Traian Basescu of the intention to draw up a request for the commencement of a criminal investigation of former Minister of Economy and Commerce Varujan Vosganian and former Minister of Economy Adrian Videanu over allegations of collusion and undermining the national economy by approving the Company’s discounted sales of gas to Interagro S.A. Mr. Untescu has been cooperating with the Romanian authorities with respect to the investigation. Mr. Untescu also mentioned that under the provisions of the new Criminal Code of Romania (entered into force on 1 February 2014), the crime of ‘‘undermining the national economy’’ does not exist anymore and thus currently he is investigated for ‘‘abuse in performing duties’’ (abuz de serviciu in Romanian).

Conflicts of Interests There are no conflicts of interest between the obligations assumed by Board members towards the Company and their private interests and/or other obligations. Moreover, the Board members are not party

211 to any contracts concluded with the Company (e.g. loan agreements), save for the management agreements concluded by Non-Executive Directors and the mandate agreement executed by the Executive Director.

Directors & Management Liability Insurance Policies On 5 July 2013, the Board of Directors through the decision no. 24/2013, and on 16 July 2013 the GMS through the shareholders’ resolution no. 45/2013, approved the execution of insurance policies for the professional liability of the directors. In October 2013, the Board of Directors through decision no. 32/2013 established the execution of any insurance policy for professional liability in respect of the general manager. According to the decisions mentioned above and the clauses of the management/ mandate agreement it was established that the premiums for the insurance policies shall be borne by the Company. The Company has subsequently executed, in accordance with the applicable legal provisions, a services agreement with OMNIASIG VIENNA INSURANCE GROUP S.A., for professional liability coverage in an insured amount of EUR 600,000 per director and general manager.

Legal Implications of Significant State Ownership Court of Accounts’s Review The Company is subject to review by the Romanian Court of Accounts (‘‘Court of Accounts’’). The Court of Accounts is a public entity that controls the management and use of the State’s financial resources, in accordance with the provisions of Law no. 94/1992 regarding the organisation and functioning of the Court of Accounts (‘‘Law 94/1992’’). According to Law 94/1992, the Court of Accounts controls among others the companies where the State holds more than 50% of the share capital. The Court of Accounts has the right, but not the obligation, to carry out controlling activities at other entities as well, such as: (i) entities that benefit from governmental guarantees for loans, or various forms of State aid from the State, the territorial-administrative units or public institutions; (ii) entities managing, on the basis of a concession or lease agreement, assets belonging to the State public or private domain or to territorial-administrative units or public services. Although the State shall no longer be a majority shareholder in the Company following completion of the Offering, the land on which the Group’s electricity distribution networks and substations are located will remain the public property of the State. Accordingly, management believe that the distribution operators will remain subject to the scrutiny of the Court of Accounts.

Rules on integrity in exercising the public office Law 176/2010 regarding the integrity in exercising public office will continue to apply to Board Members and management, as well as persons holding management positions in the national or local interest, autonomous companies and national companies, or companies in which the State or a local administrative authority is a majority or significant shareholder following the Offering. Under this law, such persons are obliged to declare certain assets and interests.

Restrictions on acquisition of shares According to GEO no. 88/1997, a Romanian entity in which the State or a local public administrative authority holds more than 33% of the total voting shares in the GMS may not purchase shares in other companies. This restriction may apply to any acquisition of shares irrespective of whether the acquisition takes place in the context of a privatisation. This restriction will be applicable to Electrica after the closing of the Offering, as the State shall continue to hold a 48.8% interest in Electrica’s share capital, subject to a potential increase to 49.9% in the event the stabilisation actions contained in the Underwriting Agreement is exercised in full. As a result, the Group may not be capable of implementing its strategy of growth through comparative acquisitions. See ‘‘Risk Factors—Failure by the State to amend the law restricting share acquisitions by Electrica will restrict the Group’s strategy’’.

Corporate governance With respect to corporate governance, the Company falls within the provisions of EGO no. 109/2011 on corporate governance of public institutions which sets out, among others, the principles under which members of the Board of Directors and managers should be appointed as well as certain corporate governance aspects which must be complied with by State-owned companies.

212 EGO no. 109/2011, applies to companies where the State is a majority shareholder or holds control. According to EGO no. 109/2011, ‘‘control’’ means in this context where the State: (a) directly or indirectly holds the majority of the voting rights; (b) can appoint or revoke the majority of the management and control bodies; and (c) can exercise, in its capacity as shareholder, a decisive influence on the management strategy either through agreements concluded with the company or in its articles of incorporation. Considering the above provisions, as well as the fact that pursuant to the Offering, the State shall continue to hold a ‘‘de facto’’ control over the Company, it could be interpreted that EGO no. 109/2011 shall continue to apply also after completion of the Offering.

213 PRINCIPAL SHAREHOLDER The table below sets forth certain information regarding the ownership of the Shares prior to the Capital Increase and the Offering, and Shares and GDRs immediately following the Offering assuming all the Shares and the GDRs are sold in the Offering and that the Stabilisation Proceeds are not used by the Stabilising Manager(s) to buy any Shares or GDRs in the market:

Shares owned before Shares owned after the Offering the Offering (Number) (%) (Number) (%) Shareholder The State, represented by the Ministry of Economy acting through the Department for Energy ...... 168,751,185 100 168,751,185 48.8

214 DESCRIPTION OF SHARE CAPITAL AND CORPORATE STRUCTURE General The Company is a joint stock company, registered with the Romanian Trade Registry Office attached to the Bucharest Court under number J40/7425/2000, having sole registration code 13267221. The Company’s corporate seat is in Bucharest, 9 Grigorescu Alexandrescu Street, 1st District, Bucharest, Romania and its business address is located at the same address. The Company was founded in the form of a joint stock company in accordance with the Companies Law and has conducted business since that date in conformity with its Articles of Incorporation and the Companies Law. In the event that the Offering succeeds and the Company is admitted to trading on the Bucharest Stock Exchange, the Company shall also be subject to the provisions of the Capital Markets Law as well as other applicable capital markets regulations. The Company is registered under the trade name ‘‘ELECTRICA S.A.’’. The telephone number of the Company’s registered office is (004)021-208.59.99. The Company is established for an undetermined period. The Companies Law establishes the main rules relating to the registration, operation, merger, spin-off and winding-up of Romanian companies. Listed companies must also comply with additional rules provided by the Capital Markets Law and special regulations issued by the Romanian FSA and the Bucharest Stock Exchange, primarily addressing the reporting obligations of listed companies. Following the Successful Closing of the Offering, the State will hold 48.8% of the Company’s share capital subject to a potential increase to 49.9% in the event the stabilisation actions contained in the Underwriting Agreement are exercised in full. As a result, certain legal provisions governing State- controlled companies may continue to apply to the Company’s activities, while others will cease to apply. For a description of these provisions, see ‘‘Board and Management—Legal Implications of Significant State Ownership’’. The Company complies with all applicable rules relating to corporate governance in force under the laws of Romania.

Corporate Purposes Pursuant to Article 6 of the Articles of Incorporation, the Company’s main field of activity is Consultancy activities for business and management, CAEN code 7022. The secondary fields of activity are presented in Article 6 (Business Scope) of the Articles of Incorporation of the Company.

Share Capital Issued share capital At the date of this Prospectus, the share capital of the Company amounts to RON 1,687,511,850 divided into 168,751,185 ordinary shares, each Share with a par value of RON 10. The Shares have been issued in book entry form.

Evolution of changes in the Company’s share capital The table below presents the changes in the Company’s share capital as of the date of this Prospectus and as at 31 March 2014, 31 December 2013, 31 December 2012 and 31 December 2011:

Date Number of shares Share capital value(1) (RON) 31 December 2011 ...... 206,229,044 2,062,290,440 31 December 2012 ...... 206,229,044 2,062,290,440 31 December 2013 ...... 207,839,904 2,078,399,040 31 March 2014 ...... 208,028,168 2,080,281,680 As of date of the Prospectus ...... 168,751,185 1,687,511,850

(1) Statutory share capital as registered with the Trade Registry. As a consequence of the Spin-off, the share capital of Electrica was reduced from RON 2,080,281,680 to RON 1,649,043,880. Subsequently, the share capital was increased up to the value of RON

215 1,687,511,850, by contribution in kind representing the value of 24 land plots for which Electrica obtained certificates attesting to the ownership right.

Rights, preferences and restrictions attaching to existing Shares All shareholders are to be treated equally to other shareholders that own the same type of Shares. Shareholders must exercise its rights in good faith, by observing the rights and legitimate interests of the Company and of other shareholders.

(a) Pre-emptive right The Companies Law provides its shareholders with a pre-emptive right to subscribe for any issue of new shares on a pro rata basis. According to the provisions of the Companies Law, a shareholder may exercise pre-emptive rights during a period of at least one month following the date of publication in Part IV of the Official Gazette of Romania (the ‘‘Official Gazette’’) of any resolution of an extraordinary GMS (the ‘‘EGMS’’) which approves an increase of the share capital. According to the Companies Law, the pre-emptive right may be limited by a resolution of an EGMS, attended by shareholders representing at least three quarters of the subscribed share capital and with the majority of the votes of the present shareholders. By way of exemption, according to the Capital Markets Law, in the event of a share capital increase by contribution in cash, the withdrawal of the pre-emptive right of the shareholders to subscribe for new shares and the decision on the increase of the share capital with contributions in kind must be decided by the EGMS attended by at least three quarters of the number of holders of the share capital and, based on the vote of shareholders, representing at least 75% of the voting rights.

(b) Voting right and the right to participate at the general shareholders’ meeting The shareholders’ fundamental rights include the right to participate at the general shareholders’ meeting and the right to vote. See ‘‘GMS and Voting Rights’’ below.

(c) Rights to dividends Shareholders have a right to receive dividends. According to the Companies Law, dividends may be distributed only if the Company registers profit, as recorded in the annual financial statements. Prior to the Offering the Company was subject to the Government Ordinance no. 64/2001 on distribution of profits of national companies of State-owned companies. This requires that a minimum of 50% of the distributable profit be distributed as dividends, after deducting the following amounts: (i) legal reserves; (ii) other reserves representing tax facilities provided by law; (iii) any accounting losses for the previous years; (iv) setting up own sources of funding for projects co-financed from foreign loans as well as for setting up necessary sources for capital reimbursement rates, payment of interest, fees and other costs related to these foreign loans and (v) other liabilities provided by law. In addition, as an exception to the requirement under the Companies Law that dividends must be paid no later than six months from the approval of the annual financial statements, State-owned companies are required to pay dividends to their shareholders within 60 days of the legal deadline for the submission of the annual financial statements to the competent fiscal authorities, which must be approved by the GMS by the end of May of the relevant year. Failure to pay a dividend within this deadline results in penalty interest being payable to shareholders on the amount of the declared dividends at an annual rate of 4% above the NBR reference interest rate. There is an uncertainty as to whether this ordinance will apply to the Company following completion of the Offering. See ‘‘Dividend Policy’’.

(d) Right to information The shareholders’ right to be informed about the activity of the Company may, in general, be exercised in accordance to the Companies Law and, following the completion of the Offering, the legislation regulating the capital market. The shareholders have the right to obtain any information, regarding the exercise of voting rights and information regarding the voting results in the general shareholders meetings.

216 (e) Withdrawal right According to the Companies Law, the shareholders that did not vote in favour of a certain decision have the right to withdraw from the Company and to request the Company to acquire their shares. This right may be exercised only if the decisions mentioned above refer to: (i) changing the Company’s main object of activity as set out in the Articles of Incorporation; (ii) relocating the Company’s registered seat to another country, (iii) changing the Company’s legal form, or (iv) the Company’s merger or spin-off. In addition, according to the Capital Markets Law, the shareholders of a company admitted to trading on a regulated market, who do not agree with the decisions taken by the general meeting as regards mergers and spin-offs, which involve the allotment of shares that are not admitted to trading on a regulated market, have the right to withdraw from the company and to obtain from the latter the counter- value of the shares.

(f) Right to challenge the decisions of the general meeting of shareholders A shareholder who was absent at a GMS or has voted against a certain decision and has requested that its vote against the decision is registered in the minutes of that GMS is entitled to challenge such decision within 15 days as of its publication in the Romanian Official Gazette, Part IV. Also, claims regarding an absolute nullity of a shareholders’ decision may be filed at any moment in time by any interested person.

(g) Other rights of the shareholders Certain shareholders’ rights are set out in the Companies Law, only in favour of shareholders holding a minimum percentage of the share capital of the Company, as follows: • shareholders holding individually or together at least 5% of the share capital of the Company have the right to request the internal auditors to investigate allegations concerning the Company; • shareholders holding individually or together at least 5% of the share capital of the Company have the right to request the Board of Directors to convene a general meeting of shareholders; • shareholders holding individually or together at least 5% of the share capital of the Company have the right to request the Board of Directors to insert new items on the agenda of a general meeting of shareholders; • shareholders holding individually or together at least 10% of the share capital of the Company may request the court to appoint an expert for the purpose of investigating matters concerning the management of the Company; • where the GMS fails to resolve matters dealing with founders, directors, managers or financial auditors having caused losses (‘‘daune’’) to the Company by their conduct, shareholders holding, individually or together, as the case may be, at least 5% of the share capital of the Company have the right to take legal action in this respect. In these cases, such actions are carried out in the name of the claimant shareholder but for the account of the Company.

(h) Obligation to refrain from deliberations Any shareholder that, in a certain operation, has an interest contrary to the Company, either personal or as a representative of another person, must refrain from deliberations. Any shareholder who fails to observe this legal requirement may be held liable for any damages incurred by the Company if without the vote of such shareholder the required majority for the passing of the respective resolution would not have been met. According to the Companies Law, criminal liability could also be incident in this case.

(i) Obligation to notify Following the admission to trading of the Company on the Regulated Spot Market of the Bucharest Stock Exchange, certain shareholders of the Company will be subject to the information obligations provided for by the applicable capital markets legislation. As such, according to the Capital Markets Law, if following the acquisition or sale of the securities issued by a company admitted to trading on a regulated market, the proportion of voting rights held by a person reaches, exceeds or falls below one of the thresholds of 5%, 10%, 15%, 20%, 25%, 33%, 50%, 75%

217 or 90% of the total voting rights, that person must notify, within a maximum of three working days from acknowledging this operation, the Company, the Romanian FSA and the regulated market where the respective securities are admitted to trading. In addition, a significant shareholder (being defined under the Capital Markets Law as a person holding directly or indirectly 10% of the share capital or the voting rights) must notify the FSA and the Company of any transactions carried out on its account in equity, derivatives or other financial instruments linked to them.

(j) Provisions regarding mandatory acquisition public offers According to the Capital Markets Law, a person who owns more than 33% of the voting rights in a company pursuant to its own acquisitions of shares or the acquisition of shares of persons with whom the respective person acts in a concentrated manner, is under the obligation to launch a public offer addressed to all securities holders. The public offer shall have as its object all the holdings of all securities holders and shall be launched as soon as possible, but no later than two months after reaching the 33% threshold. Until the launching of the aforementioned public offer, the rights underlying the securities which exceed 33% of the voting rights in the company shall be suspended and the respective shareholder and the persons with whom the respective person acts in a concentrated manner shall not be able to purchase by any other means securities issued by the same company. The legal provisions regarding the mandatory public offer shall not apply where the threshold of 33% of the voting rights in the company was exceeded pursuant to an excepted transaction, in accordance with the provisions of the Capital Markets Law. An excepted transaction is one that results in the 33% threshold being exceeded pursuant to: • the privatisation process; • purchasing shares from the Ministry of Public Finances or other legally entitled entities within the procedure of enforcement of budgetary receivables; • transfers of shares performed between a parent company and its subsidiaries or between the subsidiaries of the same parent company; • a voluntary acquisition public offer addressed to all holders of securities and having as its object all securities held by such.

(k) Withdrawal of shareholders from a company—‘‘squeeze out’’/‘‘sell out’’ The Capital Markets Law establishes, in favour of the shareholder who launched a public purchase offer addressed to all shareholders for all their holdings, the right to request the shareholders which have not subscribed to the offer to sell to him the respective shares at an equitable price, if the respective shareholder meets one of the following requirements: (i) he holds shares accounting for at least 95% of the total number of shares of the share capital conferring voting rights and at least 95% of the voting rights which can be actually exercised; (ii) he has acquired within the offer, shares accounting for at least 90% of the total number of shares of the share capital conferring voting rights and at least 90% of the voting rights targeted by the offer. Such right may be exercised within three months from the closing date of the public purchase offer. Also, following a public purchase offer addressed to all holders and for all their holdings, a minority shareholder has the right to require the shareholder falling under one of the situations provided under points (i) and (ii) above to buy its shares at an equitable price. Such right may be exercised within three months from the closing date of the public purchase offer.

Rules regarding changes in the share capital of the Company (a) Increase in share capital The EGMS is competent to pass resolutions to issue shares. The EGMS may authorise the Board of Directors as a body competent to pass resolutions to increase the share capital.

218 According to the Articles of Incorporation the share capital may be increased by new contributions in cash and/or in kind. The share capital may also be increased by incorporation of reserves (save for legal reserves), as well as of the benefits or issue premiums, by swapping certain liquid and enforceable debts against the Company into shares or by other means which may be decided by the EGSM or the Board of Directors in compliance with the law. According to the Companies Law, the increase in share capital must be decided with a majority of at least 2⁄3 of the voting rights of the shareholders who are present or represented at the EGMS (which majority may not be reduced by the articles of incorporation). The Articles of Incorporation require a quorum of 3⁄4 of the share capital at the first meeting and a quorum of 1⁄2 at the second meeting. The Capital Markets Law provides that share capital increases by contribution in kind must be approved by the EGMS, attended by at least 3⁄4 of the number of holders of the share capital and based on the vote of shareholders representing at least 75% of voting rights.

(b) Reduction of share capital The EGMS may pass a resolution for the reduction of the issued share capital by withdrawing shares, reducing the par value of the shares or by purchasing and cancelling the Company’s own shares. Furthermore, according to the Companies Law, in the event that the directors acknowledge that, as a result of certain losses established through the annual financial statements, the net assets (calculated as the difference between the Company’s total assets and total liabilities) represent less than half of the subscribed share capital, the directors will immediately convene the EGMS in order to decide to replenish the share capital, to decrease the share capital or to dissolve the Company. According to the applicable law, where it is not motivated by losses, the decrease of the share capital may also be affected by: (i) total or partial write-off of contributions due by the shareholders; (ii) returning to shareholders a part of their contributions, pro rata to the share capital decrease and calculated equally for each share; and (iii) other methods set out in the law. The share capital may be effectively decreased only upon expiry of a two-month period as of the publication of the EGMS decision approving the share capital decrease in the Official Gazette, Part IV. According to the Companies Law, the decrease of the share capital must be decided with a majority of at least 2⁄3 of the voting rights of the shareholders who are present or represented at the EGMS (which majority may not be reduced by the articles of incorporation). The Articles of Incorporation requires a quorum of 3⁄4 of the share capital at the first meeting and a quorum of 1⁄2 at the second meeting.

Acquisition of shares in the Company’s share capital Ownership over the shares is transferred freely under Romanian law by a statement made in the register of shareholders, signed by the transferor and transferee, or their representatives. Following the admission to trading of the Company on the Regulated Spot Market of the Bucharest Stock Exchange, the shares issued by the Company shall be transferred pursuant to the regulations of the Bucharest Stock Exchange and the clearing and settlement rules of the Central Depositary.

The Board of Directors The Company is managed on a one-tier basis by a Board of Directors formed of five members, out of which one of them is appointed as the chairman of the Board of Directors. The Directors are elected by the OGMS, with observance of the applicable legal provisions, for a four-year mandate. According to the provisions of EGO no. 109/2011 regarding corporate governance in State-owned enterprises, most of the members of the Board of Directors must be non-executive independent directors and at least one of them must have studied economics and have a minimum of five years’ experience in the economics, accounting, audit and financial field. Within 90 days of its appointment, the Board of Directors must present to the shareholders of the Company, for approval, the draft management plan which includes the management strategy for the duration of the mandate in view of reaching the performance objectives and criteria as set out in the management agreement. According to the Articles of Incorporation, in the event of a vacancy on the Board of Directors, a new director will be appointed by the Board of Directors for a duration equal to the time remaining until the end of the predecessor’s mandate. According to the Companies Law, in the event that the vacancy reduces the number of Directors below the minimum number provided for by law, the remaining Directors will

219 convene promptly the ordinary OGMS in order to restore the number of the members of the Board of Directors. The Board of Directors gathers as many times as necessary, but at least once every three months, being convened by the chairman of the Board of Directors, either at its own initiative or following the initiative of at least two members of the Board of Directors or of the general manager. The notice regarding the assembly of the Board of Directors is sent to every member of the Board of Directors at least seven days before the date of the meeting of the Board of Directors and must contain the date, the place and the agenda of the meeting. For the validity of the decisions of the Board of Directors, the presence of the majority of the members of the Board of Directors is required, and the decisions must be taken with a majority of the votes validly expressed. In the event of equality of votes, the vote of the Chairman of the Board of Directors is decisive. The directors may be represented in the Board of Directors’ meetings only by other directors, in accordance with specific powers of attorney. The Board of Directors is in charge of performing all necessary and useful acts for the accomplishment of the Company’s objects of activity, save for the ones reserved to the General Meetings of Shareholders (‘‘GMS’’) by law. The Board of Directors delegates the Company’s management, in accordance with the provisions of the EGO no. 109/2011 regarding corporate governance in state-owned companies and the provisions of the Articles of Incorporation, save for certain main duties of the Board of Directors which may not be delegated according to the Companies Law, respectively: to prepare the annual report of the Board of Directors; organise the GMS and implement the resolutions passed at the GMS, to establish the main strategies and goals of activities and development of the Company, to establish the accounting and financial control system and the financial planning, to appoint and dismiss the managers and fix their remuneration (including the general manager) and supervise their activity to file the application for the opening of insolvency proceedings against the Company and the responsibilities received from GMS. According to the Companies Law, the Board of Directors may delegate the Company’s management (in full or in part) to one or more managers, appointing one of them as general manager. The Company’s managers are responsible for taking all the measures related to the Company’s management within the limits of the Company’s objects of activity and in compliance with the exclusive competences reserved by law or the Articles of Incorporation and the GMS. The general manager represents the Company in relation to third parties, including in front of the courts of law. Directors have also concluded management agreements with the Company.

Dissolution and liquidation The Company shall be dissolved in the following situations: (a) impossibility of achieving the Company’s objects of activity; (b) initiation of bankruptcy procedure in respect of the Company; (c) the Company’s nullity is declared; (d) resolution of the EGMS to commence the Company’s liquidation or dissolution; (e) the Company’s net assets according to the annual financial statements (calculated as the difference between the Company’s total assets and total liabilities) represent less than half of the subscribed share capital, and the EGMS did not replenish or decrease the share capital; (f) reduction of the number of shareholders below the minimum legal threshold; and (g) for any other reasons provided by law. In such circumstances, the Company will be dissolved through a winding up procedure, subject to the exceptions provided by law. The winding up and the distribution of the Company’s remaining assets shall be made in accordance and in compliance with the legal provisions and procedures provided for by law.

220 Liability of directors Under Romanian law, members of the Board of Directors may be held jointly liable to the Company for damages in the event of improper or negligent performance of their duties as well as breach of the Articles of Incorporation or any relevant legal provisions. In addition, members of the Board of Directors may be held liable to the Company in connection with their actions with respect to: (i) payments made by the shareholders; (ii) the real existence of dividends paid; (iii) the registers required by law and their correct updating; (iv) execution of the resolutions of the GMS; and (v) strict performance of the duties imposed by law and by the Articles of Incorporation. A member of the Board of Directors who votes against a resolution of the Board of Directors and requests that his or her vote is recorded in the minutes of the Board of Directors’ meeting shall not be held liable jointly with the remaining members of the Board of Directors that voted in favour of the passed resolution, provided that such member of the Board of Directors submits written confirmation of his or her opposing vote to the censors or the internal auditors as well as the financial auditor of the Company.

General Meetings of Shareholders and voting rights The authorities and powers reserved for the GMS are divided between OGMS and EGMS. The main powers of the OGMS include the approval or change of the annual financial statements of the Company, appointing and dismissing Directors, appointing and dismissing the financial auditor, approval of the incomes and expenditures budget and, as the case may be, the business plan for the next fiscal year. The main powers of the EGMS are to resolve upon modification of the legal form of the Company, to resolve upon changing the Company’s headquarters, to resolve upon the change of the main object of activity, to resolve upon the Company’s spin off or merger with other companies, or its dissolution, to resolve upon an increase or decrease of the share capital, to resolve upon the issue of bonds and conversion of bonds from one category to another, to resolve upon conversion of shares from one category to another, to resolve upon the incorporation, the cancelling of any secondary offices as well as any other amendment of the Articles of Incorporation of the Company. The annual ordinary GMS must be held within five months after the end of each financial year. Following the admission to trading of the Company on the Regulated Spot Market of the Bucharest Stock Exchange, the Company must observe the provisions of the Capital Markets Law, according to which companies admitted to trading on a regulated market must make available to the public, within a maximum of four months of the end of the financial year, the annual financial statements, together with the annual report, approved by the OGMS. Thus, the general five-month term for the approval of the financial statements will no longer be applicable, the four-month term from the end of the financial year referred, to in the capital markets legal framework, being applicable instead. In addition, GMS will be held whenever deemed desirable by the Board of Directors. GMS may be held as soon as one or several shareholders, holding either alone or in aggregate at least 5% of the share capital, submit a written request to the Board of Directors, containing a precise statement of the objects to be considered. If the Board of Directors has not taken the necessary steps to ensure that the GMS is held within 60 days after such request, such shareholders may—on application to the court—be allowed to convene a general meeting by a court order. The notice of the GMS shall specify the place, the date and the time of the meeting as well as the proposed agenda for the GMS and the record date. According to the Companies Law, the notice must be published in the Romanian Official Gazette, Part IV at least 30 days prior to the date set for the meeting, in a wide spread newspaper, as well as on the Company’s internet page. The notice may alternatively be transmitted to the shareholders by registered letter, 30 days prior to the date set for the meeting. In addition, according to the New Articles of Incorporation, the notice of the general meeting shall contain a clear and precise description of the procedures that shareholders must comply with in order to be able to participate and to cast their vote in the general meeting. The Companies Law provides that the shareholders representing the entire share capital, may, if none of them objects, hold and take any GMS decision without observing the convening formalities. The Board of Directors shall determine a record date to establish which shareholders are entitled to attend and vote in the GMS. The record date shall also be included in the notice of the GMS. All the

221 shareholders that at the record date are registered as shareholders of the Company may attend the GMS and vote in person or by proxy. Each share grants equal voting rights for its holder. The Company’s principal shareholder does not have different voting rights. The Articles of Incorporation provide that each share represents a single vote. In the event that the Offering succeeds and the Company is admitted to trading on the Bucharest Stock Exchange, the Company must also comply with the specific provisions of the capital markets legislation (among others, with the Capital Markets Law, Romanian National Securities Commission’s Regulation no. 1/2006 regarding issuers and operations with securities and Romanian National Securities Commission’s Regulation no. 6/2009 regarding the exercise of certain shareholders’ rights at general meetings of companies) applicable to the convening process and holding of the general meetings of shareholders. According to the Articles of Incorporation, the OGMS is validly assembled and may pass decisions if, at the first call, shareholders representing at least half of the share capital are present. In the event that the general meeting may not act due to the failure to comply with the above-mentioned quorum conditions the meeting may be re-convened to consider the matters included on the agenda of the first meeting in the presence of shareholders holding any part of the share capital. If the OGMS is validly assembled, the decisions are passed based on the majority of the votes expressed. The Articles of Incorporation set out higher quorum requirements for the first call of the OGMS as compared to the minimum quorum set in the Companies Law (i.e. 1⁄4 of total voting rights). According to the Articles of Incorporation, the EGMS is validly assembled and may pass decisions if, at the first call, shareholders representing at least three quarters of the share capital are present. In the event that the general meeting may not act due to the failure to comply with the above-mentioned quorum conditions, the meeting may be re-convened to consider the matters included on the agenda of the first meeting in the presence of the shareholders representing half of the share capital. If the EGMS is validly assembled, the decisions are passed based on the votes of the shareholders present or represented holding half of the share capital (for the first call) or one third of the share capital (for the second call). The Articles of Incorporation set out higher quorum requirements for the first call of the EGMS as compared to the minimum quorum set in the Companies Law (i.e. 1⁄4 of total voting rights) and, also, higher quorum requirements for the following calls of the EGMS as compared to the minimum quorum set out in the Companies Law (i.e. one fifth of total voting rights). Three are qualified majorities set out by the New Articles of Incorporation, as detailed in section a ‘‘Corporate Governance Action Plan’’, while for the rest of GMS decisions, the provisions of the law on majorities are applicable. Notwithstanding the above mentioned provisions, according to the Capital Markets Law for decisions regarding withdrawal of the preference right of shareholders in the case of a share capital increase in cash as well as for decisions regarding share capital increase through contributions in kind it is necessary the presence of shareholders representing 3⁄4 of the number of holders of the total share capital and decisions shall be passed by the vote of the shareholders representing 3⁄4 of the voting rights. The Company grants equal rights to all its shareholders. For this purpose, the Company makes available to its shareholders all information necessary for them to exercise their rights, including information regarding the GMS, dividend allocation and distribution or issuance of new shares. A shareholder may not vote in respect of any contract, arrangement or other proposal in which it, or a person connected to it, is interested. The shareholder who fails to conform to this provision may be held liable to the Company for any damage suffered, except in the case where, without the vote of the respective shareholder, the legal majority required for passing the decision would have been obtained. The Articles of Incorporation and the New Articles of Incorporation may be inspected on the Company’s website at: www.electrica.ro.

222 RELATED PARTY TRANSACTIONS For the purposes of the Audited Consolidated Financial Statements, parties are considered to be related in line with the requirements of International Accounting Standard 24 (‘‘Related Party Disclosures’’). The Company is, and has been, a party to various agreements and other arrangements with certain State-owned companies. Related Parties include, as required by IFRS, companies under joint control of the State and in which the State has a significant influence. As presented in the Audited Consolidated Financial Statements for the years 2013, 2012 and 2011 and in the Unaudited Interim Consolidated Financial Statements as at 31 March 2014, the Group has transactions with other State-controlled entities in the ordinary course of its business, related mainly to the acquisition of electricity, transmission and system services and sale of electricity. For further details in respect of these transactions, please see Note 31 Related parties of the Audited Consolidated Financial Statements for the years 2013, 2012, 2011 and Note 12 of the Unaudited Interim Consolidated Financial Statements as at 31 March 2014.

223 MATERIAL CONTRACTS The following selected contracts have been entered into by members of the Group and are, or may be, material or contain provisions under which the Company has an obligation or entitlement which is, or may be, material to the Group as of the date of this Prospectus. Additionally, the Company has a number of significant contracts to which members of the Group are party and which are entered in the ordinary course of business.

Electricity distribution concession agreements EDTS, EDMN and EDTN currently carry out their licenced electricity distribution activity under the following concession agreements concluded with the Romanian Ministry of Economy and Trade: • Concession agreement no. 7 dated 1 August 2005 enabling EDTN to carry out a public electricity distribution service on an exclusive basis in the Northern Transylvania, covering Maramures, Bistrita-Nasaud, Cluj, Bihor, Salaj and Satu Mare counties; • Concession agreement no. 10 dated 10 October 2005 enabling EDTS to carry out a public electricity distribution service on an exclusive basis in the Southern Transylvania, covering Alba, Brasov, Covasna, Harghita, Mures and Sibiu counties; and • Concession agreement no. 9 dated 7 October 2005 enabling EDMN to carry out a public electricity distribution service on an exclusive basis in the Northern Muntenia, covering Braila, Buzau, Vrancea, Galati, Prahova and Dambovita counties. (together, the ‘‘Concession Agreements’’). The assets used by each concessionaire in order to carry out its activity comprise the electricity distribution grid and corresponding land which either belongs to the concessionaire or to third parties. The annual royalty to be paid by a concessionaire under each Concession Agreement equals 0.1% of the electricity distribution tariff applied to the annual quantity of electricity distributed by it. The royalty is calculated annually, and is due no later than 31 January of the year following the period for which it is calculated (in 2013 the aggregate value of the royalties paid by the three distribution subsidiaries was RON 1,849,522.21). The duration of each Concession Agreement is 49 years. Each Concession Agreement’s duration may be extended for a period equal to half the initial duration. In the event of an extension, the parties must sign an addendum to the Concession Agreement at least six months prior to the expiry of its term. Pursuant to the provisions of art. 2. (2) (i) of law no. 219/1998 and art. 23 (1) of the law no. 318/2003 assets belonging to the State connected with distribution activity, as well as the activity of electricity distribution, may be the subject of a Concession Agreement. Upon expiry of the Concession Agreement, the Romanian Ministry of Economy and Trade may purchase the relevant assets used for the performance of the electricity distribution service from the concessionaires, together with any ancillary rights. The purchase price for these assets is equal to the RAB in the case of a no fault termination, or the RAB discounted by 10% in the event of termination due to the concessionaire’s fault or due to concessionaire entering into insolvency, bankruptcy, liquidation or dissolution. The grantor shall make the payment in a term that may not exceed two and a half years. For the period of time between the assets’ transfer until the date of effective payment, the concessionaire has the right to an interest at the market banks interest level, interest payable to the concessionaire quarterly. The Ministry of Economy and Trade may unilaterally terminate the concession agreements with a 60-day prior notice as follows: (i) in the event that the company is subject to an insolvency procedure, judicial reorganisation or bankruptcy, dissolution or liquidation; (ii) in the event that ANRE withdraws the distribution license, or it expires without a new one being obtained; (iii) in the event that termination is determined by national or local interest. Additionally, termination may occur in the event of a breach by a party of its obligations under the Concession Agreement that is not remedied by the defaulting party in the term notified by the compliant party (the remediation term cannot be less than 30 days). Termination shall occur upon receipt of the termination notice by the defaulting party, without other formalities being required.

224 Pursuant to the provisions of art. 2 (2) (i) of law no. 219/1998, as well as of art. 23 (1) of the energy law no. 318/2003 in force on the Concession Agreements’ execution date, the assets in the public or private property of the State, as well as the distribution of electricity activity may be granted into concession. According to the Ministry of Industry and Resources Order no. 361/2002, the concession agreement of the electricity distribution services should be awarded by open tender or by open tender with a pre-selection phase. In the event that no winner is declared following the open tender, the contracting authority shall initiate the direct negotiation procedure. The Concession Agreements provide in the preamble that the conceding authority (i.e. the Ministry of Economy and Trade) is authorised to conclude the Concession Agreements based on, inter alia, the concession awarding minutes no. 457/26.05.2005 (for EDTS), no. 544/26.05.2005 (for EDMN) and no. 547/26.05.2005 (for EDTN). It is important to note that, as per the energy law in force at the time of entering the Concession Agreements (Law no. 318/2003), the concession agreements had to be published in the Official Gazette in order to enter into force. In this regard, it is worth noting that neither of the concession agreements related to the electricity distribution service applicable to all eight geographic areas in Romania were published in the Official Gazette, but only the Ministry of Economy and Trade orders approving several of these concession agreements were published. As regards the Company’s distribution subsidiaries, only the Ministry of Economy and Trade Order no. 492/2006 approving EDTS Concession Agreement no. 10/10.10.2005 was published in the Official Gazette. According to the conditions associated to the Distribution Licences held by the Company’s distribution subsidiaries, the latter are entitled to carry out the electricity distribution services on an exclusivity basis, in their relevant areas (as mentioned above). However, pursuant to the methodology for the computation of the electricity distribution service tariff approved by ANRE order no. 72/2013, the distribution operator is defined as an entity which holds (i) the electricity distribution network, and (ii) the concession of the electricity distribution service. Consequently, it is possible that until these concession agreements are published in the Official Gazette, EDTS, EDMN and EDTN may not be considered electricity distribution operators for the purposes of computing the electricity distribution service tariff approved by ANRE and this could result in ANRE being unable or unwilling to compute and approve distribution tariffs for EDTS, EDMN and EDTN. However, the absence of the publication formality has not in practice prevented ANRE from approving the distribution tariff for EDTS, EDMN and EDTN.

Power supply agreements between Electrica Furnizare and CFR Electrica Furnizare is party to 837 electricity supply agreements with CFR, in its capacity as regulated consumer, Electrica Furnizare’s largest client on the retail market and the State-owned railway operator. In 2011 CFR accumulated a significant debt towards Electrica Furnizare amounting to approximately RON 609 million for the supply of electricity, which at the time represented 23.11% of the Group’s consolidated gross receivables. Following GD no. 1246/2011 for the increase of the budget of the Ministry of Transportation and Infrastructure for the payment of debts towards energy suppliers and EGO no. 25/2012 for granting by the Ministry of Finance of a loan to CFR for the payment of debts towards energy suppliers, Electrica Furnizare and CFR concluded an agreement for the discharge of these debts (the ‘‘2012 CFR Settlement Agreement’’). The 2012 CFR Settlement Agreement provided that if CFR paid its principal debt, plus enforcement expenses resulting from supply of energy of RON 316,396,000, then Electrica Furnizare would waive delay penalties amounting to RON 222,903,000. This payment was supposed to be made no later than 30 November 2012. Additionally, the parties agreed that CFR would pay the expenses incurred by Electrica Furnizare for the recovery of the debts of CFR until 31 December 2012, on the basis of a report to be made by the National Fiscal Administration Agency. According to the 2012 CFR Settlement Agreement, if CFR did not pay any of the amounts due pursuant to electricity supply agreements concluded with Electrica Furnizare or due pursuant to the 2012 CFR Settlement Agreement, or if the 2012 CFR Settlement Agreement was terminated for any reason, the waiver of the delay penalties would be revoked and all amounts outstanding would become due and payable effective immediately. In addition, Electrica Furnizare would have the right to terminate the 2012 CFR Settlement Agreement on 30 days’ notice.

225 On 23 November 2012, CFR paid RON 314,721,000 to Electrica Furnizare in settlement of sums due under the 2012 CFR Settlement Agreement and, consequently, Electrica Furnizare waived delay penalties of RON 238,399,000. On 25 April 2014, Electrica Furnizare concluded with CFR a convention regarding the discharge of debts of CFR (the ‘‘2014 CFR Settlement Agreement’’). Pursuant to this convention, CFR will pay the principal debt for the 2012-2013 period of RON 221,182,739.88 (RON 221,077,174.71 resulting from supply of energy, RON 100,211.61 regarding legal expenses, RON 3,673.56 regarding disconnection- reconnection fees and RON 1,680.00 regarding radio and TV fees). When an enactment allowing Electrica Furnizare to cancel all delay penalties amounting to RON 28,865,074.14 is adopted, Electrica Furnizare’s management will take all necessary measures in order for Electrica Furnizare GMS to approve the discharge of CFR from these penalties. On 13 May 2014, CFR paid to Electrica Furnizare the amount of RON 221,182,739.88. In the event that the enactment allowing Electrica Furnizare to cancel CFR penalties is not adopted within three months as of the 2014 CFR Settlement Agreement signing date, CFR will have to communicate to Electrica Furnizare, within 30 days as of the expiration of the three month period, the manner in which it will pay the penalties.

Operational vehicle framework leasing agreements Electrica Serv concluded seven vehicles leasing agreements with New Kopel Romania S.R.L., RCI Finantare Romania S.R.L., Innercity Car Rental S.R.L., and Operational Autoleasing S.R.L. under which these companies undertook to lease to Electrica Serv various vehicles for persons and freight transportation, as well as industrial machinery such as excavators. Framework Agreement no. 54 was concluded on 26 September 2013 between Electrica Serv (the beneficiary) and Operational Autoleasing S.R.L. (the contractor) for a period of 57 months. Pursuant to this agreement the contractor has agreed to lease up to 600 vehicles, for a price of EUR 9,831,816. Payment under this agreement is done in 57 monthly instalments. Under a subsequent agreement dated 16 October 2013 the contractor undertook to lease to the beneficiary a number of 390 vehicles for a price of RON 29,557,957. As regards another subsequent agreement concluded on 25 February 2014, the contractor undertook to lease to the beneficiary a number of 205 vehicles for a price of RON 14,043,916.

Postal services agreement concluded by Electrica Furnizare with Tipo Direct S.R.L. Electrica Furnizare entered into a services agreement with Tipo Direct S.R.L. on 21 December 2013 for the provision of postal distribution services. The agreement shall expire on 31 December 2014. Pursuant to the agreement Electrica Furnizare is to pay an aggregate amount of RON 30,468,750 for the services provided thereunder.

AMR services agreements concluded by Electrica with its distribution subsidiaries Electrica concluded in 2012 services agreements with each of its distribution subsidiaries for the provision of data acquisition services from the Automatic Meter Reading (‘‘AMR’’) system held by Electrica. These services agreements expire after a period of 5 years. Under these contracts, all distribution subsidiaries must pay Electrica, an aggregate monthly amount of RON 394,878 for the services provided by Electrica.

Services agreements concluded by Electrica Serv with EDTN and EDMN Under the framework agreement concluded in March 2012, Electrica Serv concluded services agreements with EDTN and EDMN for the provision of maintenance, auto, design, work health and medicine and fire safety services. These contracts expire at the end of June and August 2014 and have an aggregate value of maximum RON 88.8 million.

Framework agreements concluded by Electrica’s subsidiaries with Sindserv S.A. and Alt Univers Company 2002 S.A. Electrica concluded, on behalf of each of its distribution subsidiaries, framework services agreements with Sindserv S.A. and Alt Univers Company 2002 S.A. for the supply of electricity meters reading services

226 and activities related to electrical power distribution. These agreements expire in March 2015 and have an aggregate value of approximately RON 92.5 million. Also, Electrica Furnizare concluded with Alt Univers Company 2002 S.A. and Sindserv S.A. a Framework services agreement for the supply of customer related activities and services relating to energy supply. The contract expires in April 2015 and the value of the services provided thereunder is of RON 32,615,840.

Framework agreement concluded by the distribution subsidiaries with Electrica Serv Pursuant to a framework services agreement concluded in May 2014 by Electrica Serv with EDMN, EDTS and EDTN, Electrica Serv shall provide on the basis of subsequent contracts integrated maintenance, auto, design, work health and medicine services, for an overall price of maximum RON 906,783,873.98. The Framework agreement is concluded for a period of 24 months and shall expire in June 2016.

Lease agreements concluded by Electrica and its distribution subsidiaries with RCS&RDS and Romtelecom EDMN has concluded two lease agreements with RCS&RDS SA (‘‘RCS&RDS’’) on 15 January 2004, for the lease of energy support poles for the placement of cables of RCS&RDS. These agreements were concluded for a period of 17 years. Pursuant to these agreements, RCS&RDS pays a monthly rent to EDMN per pole or per kilometre of line. On the basis of another contract with RCS&RDS dated 15 January 2004, EDMN leases fibre optic cable from RCS&RDS mounted on energy support poles. The contract is valid for 17 years. Under this agreement, EDMN pays a monthly rent per kilometer of optic fibre to RCS&RDS. Electrica, as proxy, together with each of its distribution subsidiaries EDTN, EDTS and EDMN as lessors, has concluded a lease agreement with Romtelecom. dated 28 December 2012, valid until 31 December 2014, for the temporary use of the poles supporting its electricity distribution lines.

Collaboration convention between Electrica and RCS&RDS Electrica has concluded a collaboration convention no. 91/20.07.1999 for a period of 20 years from the signing date with Romania Cable Systems S.A. (a company from the RCS&RDS group). Under the convention, Electrica and Romania Cable Systems S.A. have agreed to collaborate in the development of a fibre optic network in exchange for providing Electrica data transmission support. The convention is extended by law for a period agreed by the parties, if neither party requests the termination of the collaboration with at least 60 days in advance of the expiry of its initial term.

Framework lease agreement concluded with Vodafone Romania S.A. EDMN has concluded a framework lease agreement no. FN02-181/26.08.2002, valid until 20 July 2019, for the exclusive lease of fibre optic cables and a non-exclusive lease of energy poles with Vodafone Romania S.A. Under this lease Vodafone Romania S.A. provides communication lines capacity, for a monthly fee to EDMN. The agreement may not be unilaterally terminated by either of the parties thereto.

Joint venture agreement concluded by Electrica with City Hall Chirnogeni Electrica has concluded the joint venture agreement no. 110 dated 30 November 2009 with City Hall Chirnogeni, based on an association agreement concluded by City Hall Chirnogeni, SC Eolian Power SRL and Electrica. Under the joint venture agreement Electrica has agreed to provide technical elements necessary for the development of a wind farm and City Hall Chirnogeni has agreed to provide the land necessary for the development of the project. The agreement is concluded for a term of 49 years and it cannot be unilaterally terminated by either party, without a sanction of damages.

EBRD Framework Agreement The Company is currently in advanced negotiations with EBRD for the conclusion of a framework agreement in order to implement a corporate governance action plan and an environmental and social action plan in the context of a potential strategic investment in the Company.

227 REGULATION The Electricity Industry Regulatory authority Electricity distribution and supply in Romania are regulated by the National Regulatory Authority in the Field of Energy (‘‘ANRE’’). ANRE approves regulated tariffs established on the basis of market based principles for the distribution of electricity as well as for the supply of energy to consumers that have not opted to exercise their eligibility right to change supplier. ANRE also implements and monitors compliance with regulations governing the functioning of the energy market with a particular emphasis on market efficiency, competition, transparency and consumer protection. To this end, under the Energy Law and the EGO no. 33/2007, as further amended and supplemented by Law 160/2012 on the organisation and functioning of ANRE, it adopts orders, decisions and approvals for the implementation and creation of secondary legislation, including regulations governing: • the issuance of authorisations and permits for the establishment of new energy generation capacities, including energy and heat cogeneration capacities, or retrofitting thereof; • the issuance of licenses for: a) commercial exploitation of energy generation capacities; b) commercial exploitation of thermal cogeneration capacities; c) energy transport service; d) provision of system service; e) energy distribution service; f) centralised markets management; g) energy supply activity. • prices and tariffs, such as the regulated prices for energy supply to household consumers or the tariffs for the services provided by Transelectrica and the electricity distributors; • the technical and commercial conditions for the safe exploitation of the Romanian Grid and national electricity distribution network; • operation of the energy market; • support for renewable energy production; and • authorisation of individuals and legal entities acting in the energy sector. Electricity distributors and suppliers, including Electrica, may prepare draft technical procedures and regulations regarding aspects of their regulated activity, from grid connection and grid maintenance to consumer protection standards, some of which are to be approved by ANRE.

Regulatory framework Title I of the Energy Law transposes (i) a substantial number of legal provisions required under Directive 2009/72/EC of the European Parliament and of the Council of 13 July 2009 concerning common rules for the internal market in electricity and repealing Directive 2003/54/EC, part of the Third Energy Package (‘‘Electricity Directive’’), (ii) Directive 2005/89/EC of the European Parliament and of the Council of 18 January 2006 concerning measures to safeguard security of electricity supply and infrastructure investment, and (iii) Article 4 Paragraph (3) of Directive 2004/8/EC of the European Parliament and of the Council of 11 February 2004 on the promotion of cogeneration based on a useful heat demand in the internal energy market and amending Directive 92/42/EEC. In July 2012, the Energy Law was enacted. The Energy Law requires that electricity supply activity in Romania must be separated from electricity distribution activity, and further develops the provisions from the previous energy law no. 13/2007 regarding separation of Romanian electricity distribution and supply activities. In the case of the Group, this ‘‘unbundling’’ was carried out in 2007 under GD No. 675/2007.

228 As a result, if a distribution company is part of a vertically integrated undertaking, it must be independent at least in terms of its legal form, organisation and decision making process in relation to its other activities, in particular: • persons responsible for its management may not participate in the governing bodies of the vertically integrated undertaking which are directly or indirectly responsible for the daily operation of the activity of electricity supply; • adequate measures must be taken to ensure the independence of the persons responsible for its management; • it has the right to make independent decisions from the vertically integrated undertaking, with respect to the assets necessary to operate, maintain and develop its regulated activity, instructions from the parent company with respect to its daily operations or individual decision making with respect to its distribution related activities. On 17 July 2013, the EC referred Romania to the European Court of Justice claiming that certain provisions of the Electricity Directive relating to the liberalisation of electricity prices in Romania still remained unimplemented. This claim is currently pending with the European Court of Justice and the Romanian Government is taking steps to address the referral. According to the liberalisation timetable approved by the Romanian Government on 13 March 2012, regulated tariffs for electricity supplied to household consumers and assimilated to household consumers, which did not exercise their right to switch electricity suppliers (defined as companies having less than 50 employees and annual turnover or a total asset value of less than EUR 10 million) should be eliminated by 1 January 2018. In the case of non-household consumers, regulated tariffs for electricity were fully liberalised from 1 January 2014. The competitive tariffs approved by ANRE are applied for consumers which did not exercise their right to switch suppliers.

Licences In order to perform distribution and supply activities in the electricity sector in Romania, an operator must obtain certain authorisations and/or licences issued by ANRE. According to the Energy Law and the Regulation approved by ANRE Order no. 48/2013 regarding the issuance of authorisations and licences in the electricity sector (the ‘‘Electricity Authorisations and Licences Regulation’’), an authorisation issued by ANRE is required for the operation of electricity distribution and supply business in Romania, as well as for other regulated activities such as production of electricity, production of thermal energy in cogeneration, electricity transportation, performance of system services and management of centralised electricity markets. Licences granted prior to the entry into force of the Electricity Authorisations and Licences Regulation remain valid under their pre-existing terms and conditions, until their expiry. The maximum licence term is 25 years, except for an electricity supply licence, which may only be granted for a period of up to ten years. The term of these licences cannot be extended for a period longer than the maximum initial term. The Group’s material operating licences issued by ANRE are described under ‘‘Business—Main Operating Licences’’. ANRE will not grant authorisations and/or licences to (i) legal entities whose controlling shareholder or director formerly acted as controlling shareholder or director of a licensed entity that did not meet its payment obligations resulting from transactions on the electricity market, (ii) legal entities placed under insolvency procedures or that have entered bankruptcy, or (iii) applicants that have been sanctioned by ANRE with the result of withdrawal of an authorisation or licence within the previous five years. The licence can be amended by ANRE, ex officio or upon the request of the holder, in the following situations: • when the initial circumstances have changed after the date the licence was granted; • when certain events occur that materially affect, or lead to the impossibility of the performance of the authorised/licensed activities by a licence holder; • if the status of a licence holder has changed following merger, demerger or transformation, or if the holder has performed a change of name, registered office, share capital or assets; • when it is necessary to update the technical details mentioned in the licence; and • when a licence holder requests the extension of the validity term of a licence.

229 When a licence holder does not observe its legal obligations or the conditions set out in the licence, ANRE will grant the holder a compliance term of no more than six months, if the failure to comply is not due to its fault and the respective situation can be remedied. If the holder is in default, ANRE will suspend the licence for the period necessary for remediation of the failure. ANRE may withdraw a licence, irrespective of the holder’s default, if the situation that has resulted from the non-compliance cannot be remedied. ANRE may also suspend the licence (i) upon the reasoned request of the holder, (ii) if another authority has suspended a piece of the documentation (i.e. permit, authorisation, agreement, approval) filed by the holder with ANRE for obtaining the respective authorisation/licence, (iii) if the licenced activity endangers or is harmful to individuals, property and/or the environment, or (iv) during checks performed by ANRE following a challenge regarding the granting of the licence. A licence may also be withdrawn by ANRE (i) upon the reasoned request of the holder, (ii) in the event of the holder’s bankruptcy or incapacity, (iii) if the holder sells the relevant facility or the lease or concession supporting the licenced activity expires, (iv) if another authority has cancelled a permit, authorisation, agreement or approval filed by the holder with ANRE for obtaining the licence, (v) if the holder loses title over real estate property where the facilities supporting the licenced activity are located, following a final court decision, (vi) following a successful challenge in a court of law regarding the granting of the licence (vii) following an injunction order or court decision stating that the facilities supporting the licenced activity endanger or materially harm individuals, property and/or the environment, (viii) upon the transport and system operator’s request following the repeated failure of the holder to observe its payment obligations as a participant, or of its cogeneration contribution (where relevant), or (ix) if the holder of a supply licence repeatedly fails to observe its obligation to purchase Green Certificates. All licence holders must: • observe the conditions imposed in the licence; • keep separate accounting books for each licensed activity, in the case of vertically or horizontally integrated entities; • maintain financial security to enable the performance of the licenced activity and to ensure service continuity; • provide ANRE with any requested information; and • prepare and perform an audit and publish their consolidated annual accounting records in a timely fashion. Licence holders must pay ANRE a contribution amounting to 0.08% of the turnover made in the previous year from the activities which represent the object of the licence. In 2014, this contribution may not be less than RON 2,500. For computing the annual contribution, a licence holder must provide ANRE with information regarding its turnover for the licensed activity and with a financial report.

Regulation of the Electricity Market The electricity market is split into the regulated market and the competitive market. On both markets, electricity can be sold/acquired either on a retail or wholesale basis.

The regulated market The regulated market refers to the supply of electricity to end-consumers that have not exercised their option to switch electricity suppliers, to household consumers and to non-household consumers. The liberalisation for non-household consumers was finalised at the end of 2013. The liberalisation for household consumers begun on 1 July 2013 and is scheduled to be completed on 31 December 2017. The prices of the electricity traded on the regulated market are approved by ANRE. The supply of electricity on the regulated market can be made only based on regulated agreements, which are approved and published by ANRE. ANRE sets the regulated tariffs for customers which do not elect to change their supplier, through their regulated electricity buy/sale contracts. ANRE may approve different regulated tariffs and prices for

230 electricity supplied to customers which did not elect to change their supplier, until the complete elimination of the regulated tariffs for customers at 1 January 2018. From 1 September 2012, the supplier of last resort applies to the invoice a new tariff for active electricity named ‘‘Competitive market component’’— CMC, which is approved by ANRE. Under ANRE Order no. 30/2012, forecasted revenue must cover forecasted costs (for acquisition, related to the TSO, for distribution, for supply and for that supplied by the centralised market operator) plus the regulated profit of the electricity supply activity. This regulated profit was estimated at 2.5% from the forecasted acquisition cost of electricity. Once the ANRE Order no. 82/2013 entered into force, the regulated profit of the supply activity may not exceed a maximum accepted value, which is determined as the product of profit per electricity sold unit (RON/MWh) and electricity sold at regulated tariffs to final clients (MWh), removing the 2.5% from the forecasted acquisition cost (for regulated costs). ANRE has subsequently sent to all suppliers a notice, which communicates the fact that a profit of RON 4 per MWh and a supply operating cost of RON 4.5 per client per month were recognized in the computation of the regulated tariffs and in the CMC tariff. These amounts (i.e. a profit of RON 4 per MWh and a supply operating cost of RON 4.5 per client per month) are the amounts currently prevailing but such may change in the future as they are not provided by ANRE Order no. 82/2013. Cost categories of the last instance supplier, recognised in the tariffs applied to final clients, but only to the level considered justifiable by ANRE, are: • electricity acquisition costs and CMC, based on the degree of ANRE allocation of the required electricity from regulated contracts; • costs related to the transport service; • costs related to technological and functional system services; • costs related to services provided by the centralized electricity market operator to the participants in the centralised electricity market; • costs related to the electricity distribution services; • costs related to supply of electricity activity for final users which did not opted for the eligibility right; • occasional force majeure costs (if the case).

The competitive market Trading on the wholesale competitive market is transparent, publicly reported, centralised and non-discriminatory. Prices can be negotiated freely by the parties on the retail competitive market. Participants on the wholesale market may trade electricity based on bilateral agreements concluded on the dedicated centralised market. From 19 July 2012, the Energy Law does not allow the conclusion of electricity sale and purchase agreements on the wholesale market off the centralised markets, save for contracts for the import/export of energy.

Wholesale Electricity Market Commercial Code In October 2004, the new Commercial Code of the Wholesale Electricity Market was adopted. Based on this enactment and on the provisions of the Energy Law, a supply company may trade electricity on the wholesale electricity market under specific conditions. One of these is a requirement to assume a balancing responsibility or to transfer this responsibility to a third party. As at 31 March 2014, 11 electricity supply companies and 98 electricity generators have transferred their balancing obligations to Electrica under agreements for balancing services. As a result, Electrica, as a balancing responsible party, has assumed responsibility for the sum of imbalances between production, acquisition, import, consumption, sale and export for those license holders that have transferred their balancing responsibility to it.

The Wholesale Electricity Market The Wholesale Electricity Market includes several independent markets operated by OPCOM. Participants on the Wholesale Electricity Market are electricity producers, Transelectrica, OPCOM, distribution operators and suppliers. In addition to electricity, technological system services, system

231 services, transportation services and distribution services are also traded on this market. Within the Wholesale Electricity Market, OPCOM operates the CMBC, GMGC, CM-OTC, the DAM, the IDM, the Balancing Market, the Technological Services Market, the Market for Allocation of International Interconnection Capacities and the Electricity Market for Large Final Customers. For more information on these markets, see ‘‘Market Overview—The Wholesale Electricity Market’’.

Tariffs ANRE sets tariffs for the regulated electricity supply under ANRE Order no. 82/2013, which sets prices and tariff calculation methodology for final consumers that do not exercise their eligibility right. The methodology for the calculation of the distribution tariff is set under ANRE Order no. 72/2013.

Tariff calculation methodology for electricity supply in the regulated market The calculation methodology for establishing the tariffs for electricity supplied under regulated contracts is a cap-floor methodology. In calculating the supply tariffs ANRE takes into account the reasonable costs incurred by an electricity supplier including, inter alia, those for acquisition of electricity, the transport and distribution of electricity, technological system services and participation on the OPCOM electricity market. On the basis of its forecasts of supply activity, ANRE estimates the tariffs and the income of the suppliers. The forecasted income covers the envisaged costs plus a regulated profit. These calculations will continue to be made until final liberalisation of the household electricity supply market occurs, which is expected to be on 1 January 2018.

Tariff calculation methodology for energy distribution The electricity distribution tariff is computed by dividing the amount of the regulated income by the quantity of electricity forecasted to be distributed for each level of voltage prior to the beginning of each year. The distribution tariffs are approved for each of the electricity distribution operators that have been granted a concession and are unique to the distribution grid operated by the relevant distribution operator. Distribution tariffs are differentiated for each type of voltage (i.e. low, medium and high). Regulated income is the linear income in nominal terms, upon which the annual corrections are performed. Linear income is the income derived from the value of initial target incomes, expressed in real terms of the last year of the previous regulated period, with a linearizing factor applied to the tariffs in force in the previous year and the quantities of energy forecasted to be distributed. The initial target income represents the annual income expressed in real terms of the last year of the previous regulated period, calculated on the basis of the regulated forecasted costs of the distribution service afferent to each year of the regulation period, obtained following the application of the efficiency factor on the controllable operation and maintenance costs of the previous year. In determining regulated income the following costs are excluded: • costs incurred by affiliates of the distributor; • costs relating to the connection of new users which are borne by third parties through connection tariffs; • costs incurred with respect to unregulated activities performed by the distribution operator for which the distribution network and/or the employees involved in performing the distribution service are used; • costs resulting from payment of damages to users as a result of breaches by the distribution service performance standard or from damage to energy receivers due to the fault of the distribution operator; • costs resulting from fines and penalties applied to the distribution operator; • costs resulting from damages paid to legal or natural persons for accidents or damages caused by the distribution operator which are determined by a court of law.

232 In order for ANRE to set the electricity distribution tariff, distribution operators must submit an investment schedule relating to their investments envisaged to be included in the RAB at the beginning of each five-year regulated period. Once approved by ANRE, the investment schedule of the distribution operators is included in the RAB remunerated according to the methodology provided in ANRE Order 72/2013. The tariffs are subject to further correction annually, based on achieved operational performance, adjusted quantities of electricity distributed, uncontrollable costs, depreciation and execution of planned capital expenditure. ANRE considers the following costs and income related to other activities regulated by the distribution licenses when calculating distribution tariffs: • the issue of emplacement approvals and technical connection permits; • performing connection works to the distribution networks; • the issue of solution studies in view of connecting users to the distribution networks; and • costs and income relating to unregulated activities. ANRE also verifies the following information provided by a distribution operator when tariffs are being set or adjusted for it: • the quantity of energy forecasted to be distributed, taking into account the economic growth index provided by the National Prognosis Commission for the relevant period; • performance standards and other requirements imposed on the distribution operator; • the stability of tariffs; • the regulated own technical consumption for each level of voltage according to a reduction plan approved by ANRE; • the optimal development of the distribution network; • the regulated profitability rate applied to the RAB; • taxes imposed by the State authorities in relation to the distribution service; and • the financial viability of the distribution operator. The distribution operator shall allocate the costs that are common to the regulated and/or deregulated distribution activities based on the following principles: • economic causality—allocation of costs to the activities that generated them; • objectivity—allocation of costs based on an objective basis; • transparency—allocation is based on determined rules; and • continuity—allocation based on rules which are maintained over time, with amendments only in necessary and justifiable cases.

233 The initial target income for each year ‘‘t’’ of the regulation period ‘‘p’’ is determined as per the following formula:

t Vtarget, initial, t = CCreference x (1 – Xinitial) + CNCt + CPTt + NFRRt + AMrt + RBARt – Vt(ER) where:

Vtarget, initial, t = the initial target income afferent to a year ‘‘t’’; t CCreference x (1 – Xinitial) = the controllable operation and maintenance costs obtained further to the application of an efficiency factor Xinitial to the reference controllable operation and maintenance costs;

CNCt = the uncontrollable operation and maintenance costs;

CPTt = the cost of the energy for covering the own technological consumption approved by ANRE; NFRR = the necessary working capital;

AMrt = the regulated amortisation for the existing assets and the new efficient investments, approved by ANRE;

RBARt = the profitability of existing assets and new efficient investments approved by ANRE;

Vt(ER) = the income from applying the reactive energy regulated tariff. The main controllable maintenance and operation costs comprise, inter alia, costs for raw materials and consumables, utilities, materials, including measuring equipment, registered as inventory objects, maintenance and repair works executed by third parties, property management and rents, insurance premia, studies and researches, other services executed by third parties (including classes for staff training, commissions and fees, protocol, advertising, business trips, transfers and secondments, postal fees and communication taxes), staff salaries and allowances and damages paid to third parties for the execution of maintenance works, established by the parties’ agreement. The following costs are considered uncontrollable maintenance and operation costs by ANRE: • costs resulting from payment of taxes and duties towards central and local authorities; • regulated costs regarding special expenses; • contributions towards health funds, special funds having a similar nature to the salary fund; • regulated costs with distribution generated from using the distribution networks owned by third parties; • extraordinary costs determined by a force majeure case; • costs generated from the impossibility to disconnect companies, based on a primary enactment; • costs resulting from damages established by court decision and paid by the distribution operator to third parties for the execution of maintenance works. Costs relating to the energy necessary for covering own technological consumption is estimated utilising the cost of energy and the costs for the transport service, system services and market administration. For the calculation of the necessary working capital the following formula is used:

NFRR = 1/12 x COM x RRR where: NFRR = the necessary working capital;

COM = controllable and uncontrollable operation and maintenance costs; RRR = regulated profitability rate.

234 The cost of the regulated amortisation is determined as sum of the initial RAB amortisation and the amortisation of fixed assets registered in the accounts each year, according to the following formula:

AMrt = AMBARinitial + AMexisting + AMinv where:

AMrt = regulated amortisation afferent to a generic year ‘‘t’’;

AMBARinitial = initial RAB amortisation established through a linear method for a lifetime of 25 years;

AMexisting = total annual amortisation of fixed assets afferent to each year, registered in the fixed assets list of the company between 1 January 2005 and 31 December of the year ‘‘t1’’;

AMinv = the amortisation of fixed assets envisaged to be put/put into operation during the year ‘‘t’’. For determining the forecasted RBAR the following formula is used:

BARt1jan + BARt31dec RBAR t = RRR x 2 4JUN201405032530 where:

RBARt = regulated assets base profitability; RRR = regulated profitability rate;

BARt1jan = RAB at 1 January of the year ‘‘t’’;

BARt31dec = RAB at 31 December of the year ‘‘t’’; t = a generic year from the regulation period. For determining RBAR achieved, the inputs/outputs of fixed assets effectively made in the respective year are considered: EA AM RBAR t = RRR x (BARt1jan – AMINVt + IAt – t – existing ) 2 4JUN2014050148292 where:

RBARt = regulated assets base profitability; RRR = regulated profitability rate;

BARt1jan = RAB at 1 January of the year ‘‘t’’; t = a generic year from the regulation period;

AMINVt = fixed assets put into operation during year t’s amortisation;

IAt = inputs of fixed assets during year t, recognised and approved by ANRE for which amortisation is registered;

EAt = outputs of fixed assets during year t by way of sale, decommissioning etc., from the fixed assets put into operation after 1 January 2005;

AMexisting = amortisation of existing fixed assets (initial RAB and fixed assets put into operation after 1 January 2005).

235 For computing the distribution tariffs, RAB forecasted and achieved is calculated according to the following formula: BARt31dec = BARt1jan + IAt EAt AMrt where:

BARt31dec = RAB at 31 December of the generic year ‘‘t’’;

BARt1jan = RAB at 1 January of the year t;

IAt = inputs of fixed assets during year t, recognised and approved by ANRE for which amortisation is registered;

EAt = outputs of fixed assets during year t by way of sale, decommissioning etc., from the fixed assets put into operation after 1 January 2005;

AMrt = amortisation afferent to year t. The value of the RAB achieved at 31 December of the reference year of the period p+1 (BARp), in real terms, is computed taking into consideration the input/output of fixed assets, already made and accepted by ANRE and the corrected inflation rate (RI) according to the following formula, where k represents the number of years of the regulation period: k k-1 k BAR p = BAR p-1 x (1 + RIi) + [(IAt – EAt – AMt)x (1+RIi )]+ IA k – EAk – AM k i=1 t=1 i=t+1 3JUN201422184872 where the terms are defined as per the explanations to the formulas above. The distribution operator must send to ANRE the forecasted investment plan, which, after being approved by ANRE shall be included in the RAB. The investment plan is divided into three types of investments, with an obligation to demonstrate the resulting efficiency gain for each of them, as follows: • essential investments which serve to ensure the safety of exploitation of the distribution network and the continuity of the electricity supply, including without limitation, the following: • retrofitting and modernisation of power lines and transformer stations which are overloaded or which do not correspond to technical norms in force; • the replacement of existing equipment which are worn and for which proper maintenance works can no longer be made, the replacement of equipment for observing environmental requirements; • the acquisition of equipment for ensuring work safety; • installations for compensating the power factor. • necessary investments for the development, modernisation and increased efficiency of the distribution grid for ensuring the performance standards, including without limitation, the following: • replacement of existing equipment which have been amortised, whose technical specifications are no longer adequate for compliance; • replacement of equipment, retrofitting and modernisation works for the reduction of own technical consumption, replacement of measurement groups; • improvements to the quality of the distribution service, including works for increasing the voltage capacity; • development of new capacities and the extension of the existing distribution network for supporting new users; • implementation of smart meter systems; and • new connection works and network consolidation works;

236 • justifiable investments for which expenses need to be analysed in relation to the benefit they bring, including without limitation, the following: • acquisition of tools; • improvement of working conditions, including the modernisation of office buildings, acquisition of vehicles; and • acquiring energy distribution capacities from third parties. The regulated profitability rate (‘‘RRR’’) is calculated by ANRE in real terms on the basis of the average weighted cost of capital prior to taxes, and is approved by ANRE order. The cost of capital, in real terms, may be computed on the basis of the average weighted cost with capital prior to taxes, according to the following formula: RRR = CCP x Kp / (1 – T) + CCI x Ki (%) where: RRR = regulated profitability rate; CCP = cost of equity in real terms, computed after taxes, recognised by ANRE (%); CCI = Cost of debt in real terms, computed before taxes, recognised by ANRE (%); Kp = proportion of own capital in the overall capital, established by ANRE (%); Ki = proportion of borrowed capital in the overall capital, established by ANRE (%); T = profit tax. The cost of equity may be determined using the formula: ȋ CCP = Rf + (Rm – Rf) x where: CCP = cost of equity in real terms, computed after taxes, recognised by ANRE (%);

Rf = profitability rate of risk free investments (e.g. interest from state/treasury bonds);

Rm = profitability rate on the stock market (expected income from the stock market portfolio) (Rm–Rf) is the premium for the market risk; ȋ – a coefficient which expresses the correlation between the income resulted from the market portfolio and the individual income of the company representing a comparision of the market risk; ȋ (Rm – Rf) * = the determination of the risk premium in percentages.

The Xfinal factor is determined on the basis of the following equation: n nm n t t t ∑∑∑∑{[1/(1+RRR) ] x (1 – X final ) x p0 ij q tij }= { [1/(1+RRR) ] x Vt,target initial } t=1 t=1 i=1 j=1 4JUN201405042640 where: (1+RRRt) = update factor used for computing updated net incomes afferent to a generic year ‘‘t’’;

Vt,target initial = the initial target income afferent to t;

nm t = the yearly incomes computed with the tariffs afferent to the reference year (1–X ) x ∑∑p q final 0 ij tij and quantities afferent to year t; t=1 i=1 4JUN201405054088 i = voltage level; j = the category of users connected to the voltage level i; n = the number of voltage levels; m = the number of categories of users.

237 The determination of yearly tariffs, of yearly regulated income including the corrections relating to the previous year, in each year of the regulated period, is made on a cap and floor formula: nmt+1 t i =1 j =1P ijq ij 1+RI – X + S t+1 final – nmt t i =14JUN201405062743 j =1P ijq ij where:

t p ij = the prices used in the year ‘‘t’’ for the component ‘‘j’’ of tariff ‘‘i’’; t+1 p ij = the price proposed for the component ‘‘j’’ of tariff ‘‘i’’ in year t+1; t q ij = the quantities of energy afferent to the ‘‘j’’ component of tariff ‘‘i’’ registered in year t;

RIt+1 = regulated inflation rate considered by ANRE when computing the distribution tariffs; S = incentive factor correlated with the distribution service quality level. Any efficiency gain obtained by the distribution company on each voltage level, by reaching a network losses level which is less than the approved target, remains in the distribution company in a percentage of 25% for high and medium voltage and 50% for low voltage, while the difference of up to 100% is attributed to consumers.

Other key areas of regulation Additional regulation of the electricity distribution and supply industry in Romania are set out below:

Exclusive right to distribute electricity Electricity distribution services are governed by an exclusive concession included in concession agreements concluded by distributors with the Ministry of Economy. These concession agreements, together with the distribution licenses issued by ANRE, provide an exclusive right for an electricity distribution company to conduct its electricity distribution operations in a certain area. The Group’s three areas of exclusivity for its distribution operations are: • for EDTN, the geographical area of Northern Transylvania, comprising Cluj, Bihor, Salaj, Bistrita- Nasaud, Satu Mare and Maramures counties; • for EDTS, the geographical area of Southern Transylvania, comprising Brasov, Sibiu, Alba, Mures, Harghita and Covasna counties; and • for EDMN, the geographical area of Northern Muntenia, comprising Prahova, Dambovita, Buzau, Braila, Galati and Vrancea counties. Distribution companies have the following rights under these concession and licence arrangements: • to negotiate the acquisition or renting of existing distribution capacities in an exclusive region of activity and/or to prevent the existing distributors from connecting any new clients and/or increasing the capacity of their distribution networks without the prior approval of the exclusive distribution license holder for that region; • the right to refuse the issuance of a new distribution license for their region of exclusivity by ANRE, in the absence of the approval of the respective distribution operator. At the end of the distribution concession period, the grantor of the concession shall purchase the ownership right over the relevant assets owned by the distribution company, together with any other rights relating to their operation. The purchase price for such assets is equal to the RAB value considered by the relevant authority upon the establishment of the tariffs for the year when the option is exercised in the case of a no-fault termination, or with the RAB value considered by the relevant authority upon the establishment of the tariffs for the year when the option is exercised, discounted by 10% in the case of an earlier termination of the concession for cause or due to the concessionaire’s entry into insolvency, bankruptcy, liquidation or dissolution procedure.

Development of the distribution network According to the Energy Law, distribution operators are obliged to develop and extend distribution networks operated by them to areas within their licenced region, upon the request of the local

238 administrative authorities. Within 60 days of such request, the distribution operators must submit to ANRE a feasibility study for evaluating the financing options for such developments.

Distribution quality standards Quality standards for electricity distribution are set out in ANRE Order 28/2007. Electricity distribution quality standards include performance indicators regarding: (i) continuity in energy supply to consumers; (ii) the technical quality of the electricity distributed, and (iii) the commercial quality of the distribution service. Electricity distributors must provide ANRE annual reports regarding compliance with the quality standards, which mainly refer to the observance of performance indicators, power outages and client complaints. The main energy distribution continuity indicators provided by ANRE Order 28/2007 are as follows: (i) the number of long interruptions; (ii) SAIFI (System Average Interruption Frequency Index). The index of average interruption frequency in the network (system) for a consumer represents the average number of interruptions borne by the consumers serviced by the distribution operator. This index is computed by dividing

the total number of consumers interrupted for more than 3 minutes (Ni) by the total number of consumers serviced by the distribution operator (Nt);

3JUN201422084204 (iii) SAIDI (System Average Interruption Duration Index). The index of average interruption duration in the network (system) for a consumer represents the average period of interruption of the consumers at the distribution operator’s level (weighted average). The second formula (i.e. the weighted average) is used in case the reconnection of the consumers is done in multiple phases and not simultaneously for all the consumers. The index is computed by dividing the aggregated duration of long interruptions by total number of consumers serviced by the distribution operator.

or 3JUN201422083994 In which: Di—duration (time) of user’s disconnection (from the moment of disappearance of tension until reconnection) for disconnection i. Dif—duration (time) of user’s disconnection (from the moment of disappearance of tension until reconnection) for stage j of disconnection i. As regards the other distribution performance indicators (ENS, AIT), they refer to various technical parameters of the electricity, which have to be observed by the distribution operators, as well as to their obligation to connect to their grid every consumers which file an application in this regard, provided that this connection does not endanger the safety of the distribution system.

Connection to the grid Pursuant to ANRE Order no. 59/2013 approving the Regulation for the connection of users to public electricity networks, upon the written request of any interested person, a distribution operator must provide information regarding the conditions and costs for their connection to the distribution network. The distribution operator shall then establish a connection solution and issue a technical connection permit for a regulated fee. The technical connection permit states that the main characteristics includes the conditions for connection to the grid, such as the approved power, the technical conditions for connection, the value of the connection tariff, its validity and other obligations, including the obligation to perform grid reinforcement works, if necessary. A connection contract is concluded between the user and the distribution grid operator and connection is made further to the carrying out of any grid reinforcement

239 works. A connection certificate is the final document issued by the distribution operator after all the works are carried out and connection installation is made.

Public procurement procedures Companies which undertake electricity distribution and supply services are considered as contracting authorities and are required to observe applicable public procurement rules provided by the EGO no. 34/2006 on the awarding of public procurement contracts, public works concession agreements and services concession agreements. Public procurement procedures are mandatory in case of acquisition of works, products or services by a contracting authority. For a description of the risks connected with the Group’s compliance with public procurement procedures, see ‘‘Risk Factors—Risks relating to the Group’s Business and Industry—Failure to observe public procurement legislation by members of the Group may lead to fines and voided contracts’’.

Exclusive right to supply electricity As part of the continuing liberalisation of the energy market, all categories of consumers in Romania have the right to choose their electricity supplier. Where consumers may not practically have access to a different supplier due to technical or commercial reasons, or when consumers do not express an intention to contract the supply of energy from a chosen supplier, ANRE has mandated the following companies to be last resort suppliers for their corresponding regions: • Electrica Furnizare SA; • Enel Energie Muntenia SA; • Enel Energie SA; • E.On Energie SA; • CEZ Vanzare SA. These last resort suppliers provide the universal supply service under regulated conditions set by ANRE to household consumers and to business benefiting from universal service (defined as companies having less than 50 employees and annual turnover or total assets of less than EUR 10 million per year). Electrica Furnizare has been nominated by ANRE Order no. 47/2013 to supply electricity to final consumers with no supplier except for consumers that have been disconnected for theft or non-payment (a ‘‘supplier of last resort’’). Electrica Furnizare holds an exclusive right to supply electricity to captive consumers and consumers which benefit from universal service in each of the regions covered by the distribution licenses granted by ANRE to EDMN, EDTN and EDTS. According to a new draft regulation for appointing the last resort suppliers, ANRE plans to appoint suppliers of last resort under a competitive process, based on the best price offer principle. Under this proposal, a supplier may be appointed for maximum of three supply areas. It is uncertain when this regulation will be approved by ANRE or whether the current draft will be subject to amendments before being adopted. For domestic consumers, the process of elimination of regulated tariffs will be finalised by 1 January 2018. During the period of regulated tariff elimination, electricity shall be purchased both under regulated contracts (decided by ANRE) as well as under contracts concluded on the PCCB. The ratio of each of these two categories of contracts is determined according to the stage which deregulation has reached. For more information on this market liberalisation, see ‘‘Market Overview—The Romanian Electricity Industry— History’’.

Supply quality standards The quality standards for electricity supply are set out in ANRE Order 1/2010. Electricity suppliers must provide ANRE with annual reports regarding compliance with the quality standards, which mainly refer to the contracting activity of suppliers, the number of claims regarding invoicing and other related supply matters, such as client care services, change of supplier requests and failures to provide service.

240 Electricity suppliers must provide consumers who request an electricity supply agreement with specified information regarding the procedures and costs involved. A licensed electricity supplier may not refuse the conclusion of a supply agreement with a domestic consumer located in its licensed area or of a domestic consumer located in another supplier’s area, where that consumer is in such close proximity to the licencee’s region that it would be cheaper to contract the supply of electricity with the third party and not the incumbent regional licence.

Other obligations related to supply The tariff for the competitive market segment is computed by the supplier on the basis of the acquisition of energy exclusively from the competitive market, and comprises the costs of acquisition of electricity from the competitive centralised markets as well as the cost of services associated with this electricity being provided to the consumer, and is approved by ANRE. Under the terms of their supply licence, a supplier may also be required to purchase electricity from producers that benefit from alternative support schemes such as renewable and cogeneration generators that receive a feed-in tariff. In such cases, the licensed supplier must acquire all the energy produced by renewable power generators with production capacity of up to one MW and cogeneration power generators with production capacity of up to two MW. Electrica Furnizare currently is not required to purchase electricity under this regime. In accordance with EU principles regarding the liberalisation of cross border trading of energy, Romanian suppliers of electricity are allowed to enter into import/export contracts with producers or suppliers of energy from neighbouring countries. Electricity suppliers are required to disclose to their customers (both consumers and suppliers), by way of the energy label, the quota of any electricity acquired by types of sources (including imported electricity). Electricity supply companies conclude regulated contracts for the long term supply of electricity to residential consumers. ANRE provides the basic terms of these regulated contracts and establishes the prices for electricity and the tariffs for the various other services provided, such as for the electricity measurement. These regulated contracts are generally concluded for an undetermined period of time. Termination may be voluntary by the consumer, by unilateral notice, or by the supplier, as a sanction for the non-payment for the electricity or fraudulent consumption. However, consumers may, as the electricity market is liberalised, be able to switch suppliers with increasing ease. This may represent a potential loss of consumers by Electrica Furnizare and may have a significant and adverse effect on the Group. At the same time, market liberalisation may provide an opportunity for Electrica Furnizare to gain new clients. For a description of the risk that liberalisation poses to the Group, see ‘‘Risk Factors—Risks relating to the Group’s Business and Industry—The Group’s supply segment will face an increase in competition for the supply of electricity as the electricity supply market continues to be liberalised’’. The contracted supply must be provided on terms set by the relevant technical connection permit. Non-material amendments to the long term supply contract may be made by the electricity supplier and the consumer, but basic terms may only be changed or amended by ANRE and the regulated fees under the long term supply contract are set by ANRE. The regulated prices to be charged for the energy by suppliers are currently set by ANRE Orders 40/2013 and 41/2013. Payment under long term regulated supply contracts must be made within 15-30 days from issuance of the invoice by the electricity supplier depending on customers’ category. In the event that payment is not made within the 30 days, the licensed electricity supplier may charge penalties and, upon giving notice, may suspend the supply of electricity to the consumer and terminate the contract if the invoice is not paid within 60 days from the date of suspension, except in the case of special classes of consumers as outlined below. An additional obligation to supply energy derives from the GD no. 1007/2004 regarding the approval of the energy supply regulation. Generally, subject to certain insolvency-related restrictions, if a consumer does not pay for electricity supplied, the supplier may disconnect the consumer. However, certain types of consumers are deemed of special importance, such as hospitals, rescue stations, schools, retirement homes, or air, naval and railroad traffic services, and these consumers cannot be disconnected. As a result, electricity must be provided to them even if they are in payment default. Furthermore, under the provisions of the Insolvency Law suppliers of electricity are not allowed to disconnect debtors involved in insolvency proceedings who are captive consumers until their bankruptcy is approved.

241 Another special obligation to supply applies on the basis of art. 38 of the Insolvency Law. Pursuant to this legal provision, an electricity supplier cannot suspend or interrupt the supply of electricity to a ‘‘captive consumer’’, which is defined by the Insolvency Law as a consumer which may not choose its energy supplier due to technical, commercial or regulatory conditions, during the observation period and/or during the judicial reorganisation period undergone by the relevant consumer. The electricity supplier could, however, request the court that the consumer establishes a guarantee for the provision of the electricity supply service, in amount of up to 30% of the value of the services provided and unpaid prior to the opening of the insolvency procedures. In the event that the consumer does not pay its current electricity bills, the supplier could request the judge to require the consumer to pay or to approve the interruption of the electricity supply. Pursuant to a new insolvency law which was approved by the Romanian Parliament and which is pending promulgation by the Romanian President, the supplier is entitled to interrupt the supply of electricity in the event that the debtor does not pay the value of the supplied electricity consumed subsequent to the initiation of the insolvency proceedings for more than 90 days. However, the provisions of the new insolvency law will not apply to insolvency proceedings initiated prior to its entering into force. For risks relating to the Insolvency Law, see ‘‘Risk Factors—Risks Relating to the Group’s Business and Industry—Electrica Furnizare may be prohibited from suspending or interrupting the supply of electricity to certain of the Group’s customers, even if such customers are in payment default’’. Interruption of electricity supply activity may be programmed for the execution of works or operations relating to electrical installations, may be accidental due to incidents in the system or may be intentional in order to limit network damage. In the event that of scheduled interruptions, the distribution network operator must notify customers affected by power interruption prior to their intervention with a period of time established through the performance standards then in force. Energy supply interruption may also be made at the request of the consumer if notified to the supplier or distribution operator.

Contractual relationship with consumers Consumer rights and customer support obligations are imposed under an electricity supply licence. As a result, electricity suppliers must provide potential consumers with information regarding contracting of supply services, costs, payment methods and other important information. Electricity suppliers must also have in place contact centres where consumers may obtain the information regarding contracting the supply service, as well as have client services in place to respond to consumers’ concerns regarding the supply service. The number, variety and availability of the customer support services are a requirement of the quality standard required under the supply licence. While these reporting obligations are significant, management believes that the Group’s shared services centre will afford it a scalable cost base in relation to its customer resource management platform, and as the largest incumbent supplier, data received through these reporting requirements will afford the Group a significant advantage over its competitors in terms of customer information. For more information, see ‘‘Business—Strengths’’.

Obligation to purchase Green Certificates The incentives behind renewable electricity generation in Romania are based mainly on a system of Green Certificates combined with mandatory quotas established annually by ANRE, which together result in an obligation for electricity suppliers and certain producers to acquire them, in proportion to the volume of electricity sold by them to end-consumers or used for own consumption, excluding electricity used for their own technical consumption. As a result, Electrica Furnizare has an obligation to purchase Green Certificates and in 2014 this estimated mandatory quota is of 0.237 green certificates per 1 MWh. OPCOM operates the Green Certificates Market, which consists of the Green Certificates Centralised Market and the Green Certificates Bilateral Agreements Market, on which Green Certificates are traded by electricity generators and suppliers. Green Certificates are tradable certificates representing a quantity of electricity that a power generator has obtained from renewable sources. The Green Certificates scheme is implemented by Law no. 220/2008 pertaining to the promotion system for energy produced from renewable energy sources, as subsequently amended (‘‘Law 220/2008’’) and has been approved by the European Commission through Decision C (2011) 4.938. Each renewable energy generator, after receiving accreditation from ANRE, is granted a number of green certificates by Transelectrica. The number of Green Certificates granted per MWh depends on the type of renewable energy source used by the respective generator, under Law 220/2008, as subsequently amended.

242 The legal framework defining Green Certificates comprises Law 220/2008, as amended and supplemented by EGO no. 88/2011, approved by Law no. 134/2012 and EGO no. 57/2013 regarding the amendment and supplementing of Law no. 220/2008 for the establishment of the promotion system for energy generation from renewable sources and Law no. 23/14.03.2014. In the event that suppliers and producers do not meet their annual mandatory Green Certificate purchase quotas, they are required to pay a penalty to the Environmental Fund Administration for the shortfall. Green Certificates cannot be traded outside of the Green Certificates Market. The quota of renewable electricity which will benefit the Green Certificates scheme for 2014 has been reduced from 15% to 11.1%, and therefore the Green Certificates mandatory purchase quota will also decrease. Moreover, some large electricity consumers will be exempted from purchasing Green Certificates, subject to certain condition. This could lead to an oversupply of Green Certificates in future, with the result of a decrease in prices for Green Certificates and ultimately, a decrease in electricity bills.

243 TERMS AND CONDITIONS TERMS AND CONDITIONS OF THE GLOBAL DEPOSITARY RECEIPTS The following terms and conditions (subject to completion and amendment and excepting sentences in italics) will apply to the Global Depositary Receipts, and will be endorsed on each Global Depositary Receipt certificate: The Global Depositary Receipts (‘‘GDRs’’) represented by this certificate are issued in respect of ordinary shares (the ‘‘Shares’’) in Societatea Comerciala˘ de Distribu¸tie ¸si Furnizare a Energiei Electrice ‘‘ELECTRICA’’ S.A. (the ‘‘Company’’) pursuant to and subject to an agreement dated on or before the Settlement Date to be made between the Company and The Bank of New York Mellon in its capacity as depositary (the ‘‘Depositary’’) for the ‘‘Regulation S Facility’’ and for the ‘‘Rule 144A Facility’’ (such agreement, as amended from time to time, being hereinafter referred to as the ‘‘Deposit Agreement’’). Pursuant to the provisions of the Deposit Agreement, the Depositary has appointed Raiffeisen Bank S.A. as Custodian (the ‘‘Custodian’’) to receive and hold on its behalf any relevant documentation respecting certain Shares (the ‘‘Deposited Shares’’) and all rights, interests and other securities, property and cash deposited with the Custodian which are attributable to the Deposited Shares (together with the Deposited Shares, the ‘‘Deposited Property’’). The Depositary shall hold Deposited Property for the benefit of the Holders (as defined below) as bare trustee (other than any cash comprised in the Deposited Property which is held as banker pursuant to Condition 26) in proportion to their holdings of GDRs. In these terms and conditions (the ‘‘Conditions’’), references to the ‘‘Depositary’’ are to The Bank of New York Mellon and/or any other depositary which may from time to time be appointed under the Deposit Agreement, references to the ‘‘Custodian’’ are to Raiffeisen Bank S.A. or any other custodian from time to time appointed under the Deposit Agreement and references to the ‘‘Main Office’’ mean, in relation to the relevant Custodian, its head office in the city of Bucharest or such other location of the head office of the Custodian in Romania as may be designated by the Custodian with the approval of the Depositary (if outside the city of Bucharest) or the head office of any other custodian from time to time appointed under the Deposit Agreement. The GDRs will upon issue be represented by interests in a Regulation S Master GDR, evidencing Regulation S GDRs, and by interests in a Rule 144A Master GDR, evidencing Rule 144A GDRs (as each such term is defined in the Deposit Agreement). The GDRs are exchangeable in the circumstances set out in [‘‘Summary of Provisions Relating to the GDRs while in Master Form’’] for a certificate in definitive registered form in respect of GDRs representing all or part of the interest of the holder in the Master GDR. References in these Conditions to the ‘‘Holder’’ of any GDR shall mean the person or persons registered on the books of the Depositary maintained for such purpose (the ‘‘Register’’) as holder. These Conditions include summaries of, and are subject to, the detailed provisions of the Deposit Agreement, which includes the forms of the certificates in respect of the GDRs. Copies of the Deposit Agreement are available for inspection at the specified office of the Depositary and each Agent (as defined in Condition 17) and at the Main Office of the Custodian. Terms used in these Conditions and not defined herein but which are defined in the Deposit Agreement have the meanings ascribed to them in the Deposit Agreement. Holders of GDRs are not party to the Deposit Agreement and thus, under English Law, have no contractual rights against, or obligations to, the Company or Depositary. However, the Deed Poll executed by the Company in favour of the Holders provides that, if the Company fails to perform the obligations imposed on it by certain specified provisions of the Deposit Agreement, any Holder may enforce the relevant provisions of the Deposit Agreement as if it were a party to the Deposit Agreement and was the ‘‘Depositary’’ in respect of that number of Deposited Shares to which the GDRs of which he is the Holder relate. The Depositary is under no duty to enforce any of the provisions of the Deposit Agreement on behalf of any Holder of a GDR or any other person.

1. Withdrawal of Deposited Property and Further Issues of GDRs 1.1 Any Holder may request withdrawal of, and the Depositary shall thereupon relinquish, the Deposited Property attributable to any GDR upon production of such evidence of the entitlement of the Holder to the relative GDR as the Depositary may reasonably require, at the specified office of the Depositary or any Agent accompanied by: (a) a duly executed order (in a form approved by the Depositary) requesting the Depositary to cause the Deposited Property being withdrawn to be delivered at the Main Office of the Custodian, or (at the request, risk and expense of the Holder, and only if permitted by applicable law from time

244 to time) at the specified office located in New York, London or Romania of the Depositary or any Agent, or to the order in writing of, the person or persons designated in such order; (b) the payment of such fees, taxes, duties, charges, costs, expenses and governmental charges as may be required under these Conditions or the Deposit Agreement; (c) the surrender (if appropriate) of GDR certificates in definitive registered form properly endorsed in blank or accompanied by proper instruments of transfer satisfactory to the Depositary to which the Deposited Property being withdrawn is attributable; and (d) the delivery to the Depositary of a duly executed and completed certificate substantially in the form set out in Part B of Schedule 4 to the Deposit Agreement (or as amended by the Depositary in accordance with Clause 3.10 of the Deposit Agreement and Condition 1.8), if Deposited Property is to be withdrawn or delivered in respect of surrendered Rule 144A GDRs. 1.2 Upon production of such documentation and the making of such payment as aforesaid for withdrawal of the Deposited Property in accordance with Condition 1.1, the Depositary will direct the Custodian, by tested telex, facsimile or SWIFT message, within a reasonable time after receiving such direction from such Holder, to deliver at its Main Office to, or to the order in writing of, the person or persons designated in the accompanying order: (a) evidence of a book-entry transfer in respect of the relevant Deposited Shares, registered as directed by the withdrawing Holder; and (b) all other property forming part of the Deposited Property attributable to such GDR, accompanied, if required by law, by one or more duly executed endorsements or instruments of transfer in respect thereof; provided however that the Depositary may make delivery at its specified office in New York of any Deposited Property which is in the form of cash; PROVIDED THAT the Depositary (at the request, risk and expense of any Holder so surrendering a GDR): (i) will direct the Custodian to deliver the certificates for, or other instruments of title to, or book-entry transfer in respect of, the relevant Deposited Shares and any document relative thereto and any other documents referred to in sub-paragraphs 1.2(a) and (b) of this Condition (together with any other property forming part of the Deposited Property which may be held by the Custodian or its agent and is attributable to such Deposited Shares); and/or (ii) will deliver any other property forming part of the Deposited Property which may be held by the Depositary and is attributable to such GDR (accompanied, if required by law, by one or more duly executed endorsements or instruments of transfer in respect thereof); in each case to the specified office located in New York or London of the Depositary (if permitted by applicable law from time to time) or at the specified office in Romania of any Agent as designated by the surrendering Holder in the order accompanying such GDR. 1.3 Delivery by the Depositary, any Agent and the Custodian of all certificates, instruments, dividends or other property forming part of the Deposited Property as specified in this Condition will be made subject to any laws or regulations applicable thereto. 1.4 The Depositary may, in accordance with the terms of the Deposit Agreement and upon delivery of a duly executed order (in a form reasonably approved by the Depositary) and a duly executed certificate substantially in the form of (a) Schedule 3 of the Deposit Agreement (which is described in the following paragraph) (or as amended by the Depositary in accordance with Clause 3.10 of the Deposit Agreement and Condition 1.8) by or on behalf of any investor who is to become the beneficial owner of the Regulation S GDRs or (b) Part A of Schedule 4 of the Deposit Agreement (which is described in the second following paragraph) (or as amended by the Depositary in accordance with Clause 3.10 of the Deposit Agreement and Condition 1.8) by or on behalf of any investor who is to become the beneficial owner of Rule 144A GDRs from time to time execute and deliver further GDRs having the same terms and conditions as the GDRs which are then outstanding in all respects (or the same in all respects except for the first dividend payment on the Shares represented by such further GDRs) and, subject to the terms of the Deposit Agreement, the Depositary shall accept for deposit any further Shares in connection therewith, so that such further GDRs shall form a single series with the already outstanding GDRs. References in these Conditions to the GDRs include (unless the context requires

245 otherwise) any further GDRs issued pursuant to this Condition and forming a single series with the already outstanding GDRs. The certificate to be provided in the form of Schedule 3 of the Deposit Agreement certifies, among other things, that the person providing such certificate is located outside the United States and will comply with the restrictions on transfer set forth under ‘‘Transfer Restrictions’’. The certificate to be provided in the form of Part A of Schedule 4 of the Deposit Agreement certifies, among other things that the person providing such certificate is a qualified institutional buyer (as defined in Rule 144A under the Securities Act (‘‘QIB’’)) or is acting for the account of another person and such person is a QIB and, in either case, will comply with the restrictions on transfer set forth under ‘‘Transfer Restrictions’’. 1.5 Any further GDRs issued pursuant to Condition 1.4 which (i) represent Shares which have rights (whether dividend rights or otherwise) which are different from the rights attaching to the Shares represented by the outstanding GDRs, or (ii) are otherwise not fungible (or are to be treated as not fungible) with the outstanding GDRs, will be represented by a GDR certificate in definitive form or a separate temporary Regulation SMaster GDR and/or temporary Rule 144AMaster GDR. Upon becoming fungible with outstanding GDRs, such further GDRs shall be evidenced by a Regulation S Master GDR and/or a Rule 144AMaster GDR (by increasing the total number of GDRs evidenced by the relevant Regulation S Master GDR or Rule 144A Master GDR by the number of such further GDRs, as applicable). 1.6 The Depositary may issue GDRs against rights to receive Shares from the Company (or any agent of the Company recording Share ownership). No such issue of GDRs will be deemed a ‘‘Pre-Release’’ as defined in Condition 1.7. 1.7 The provisions of Condition 1.6 and the following provisions of this Condition 1.7 shall only apply to the extent a written opinion of Romanian counsel in form and substance acceptable to both the Depositary and the Company is received by the Depositary confirming that the transactions described therein are permissible under Romanian law. The Depositary may execute and deliver GDRs or issue interests in a Regulation S Master GDR or a Rule 144A Master GDR, as the case may be, prior to the receipt of Shares (a ‘‘Pre-Release’’). The Depositary may, pursuant to Condition 1.1, deliver Shares upon the receipt and cancellation of GDRs, which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such GDR has been Pre-Released. The Depositary may receive GDRs in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom GDRs or Deposited Property are to be delivered (the ‘‘Pre-Releasee’’) that such person, or its customer, (i) owns or represents the owner of the corresponding Deposited Property or GDRs to be remitted (as the case may be), (ii) assigns all beneficial right, title and interest in such Deposited Property or GDRs (as the case may be) to the Depositary in its capacity as such and for the benefit of the Holders, and (iii) will not take any action with respect to such GDRs or Deposited Property (as the case may be) that is inconsistent with the transfer of beneficial ownership (including without the consent of the Depositary, disposing of such GDRs or Deposited Property, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralised with cash or such other collateral as the Depositary determines in good faith will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of GDRs which are outstanding at any time as a result of Pre-Release will not normally represent more than 30% of the total number of GDRs then outstanding; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate and may, with the prior written consent of the Company, change such limit for the purpose of general application. The Depositary will also set dollar limits with respect to Pre-Release transactions hereunder with any particular Pre-Releasee on a case by case basis as the Depositary deems appropriate. The collateral referred to in sub-paragraph (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations in connection herewith, including the Pre-Releasee’s obligation to deliver Shares and/or other securities or GDRs upon termination of a Pre-Release transaction anticipated hereunder (and shall not, for the avoidance of doubt, constitute Deposited Property hereunder).

246 The Depositary may retain for its own account any compensation received by it in connection with the foregoing including, without limitation, earnings on the collateral. The person to whom any Pre-Release of Rule 144A GDRs or Rule 144A Shares is to be made pursuant to this Condition 1.7 shall be required to deliver to the Depositary a duly executed and completed certificate substantially in the form set out in Part A of Schedule 4 of the Deposit Agreement (or as amended by the Depositary in accordance with Clause 3.10 of the Deposit Agreement and Condition 1.8). The person to whom any Pre-Release of Regulation S GDRs or Regulation S Shares is to be made pursuant to this paragraph shall be required to deliver to the Depositary a duly executed and completed certificate substantially in the form set out in Schedule 3 of the Deposit Agreement (or as amended by the Depositary in accordance with Clause 3.10 of the Deposit Agreement and Condition 1.8). 1.8 The Depositary may make such amendments to the certificates contained in the Deposit Agreement in Schedule 3 and in Parts A and B of Schedule 4 as it may determine are required in order for the Depositary to perform its duties under the Deposit Agreement, or to comply with any applicable law or with the rules and regulations of any securities exchange, market or automated quotation system upon which the GDRs may be listed or traded, or to comply with the rules or requirements of any book entry system by which the GDRs may be transferred, or to confirm compliance with any special limitations or restrictions to which any particular GDRs are subject. 1.9 In order to comply with any applicable laws and regulations, the Depositary may from time to time request each Holder of GDRs to, and each Holder shall upon receipt of such request, provide to the Depositary information relating to: (a) the capacity in which such Holder and/or any owner holds GDRs; (b) the identity of any owners of GDRs or other person or persons then or previously interested in such GDRs; (c) the nature of any such interests in the GDRs; and (d) any other matter where disclosure of such matter is required to enable compliance by the Depositary with applicable laws or the constitutional documents of the Company. 1.10 In order to comply with any applicable laws and regulations, the Depositary may from time to time request Euroclear, Clearstream and DTC to provide the Depositary with details of the account holders within such settlement systems that hold interests in GDRs and the number of GDRs recorded in the account of each such accountholder, and each Holder or owner of GDRs, or intermediary acting on behalf of such Holder or owner, hereby authorises each of Euroclear, Clearstream and DTC to disclose such information to the Depositary as issuer of the GDRs. 1.11 In order to comply with any applicable laws and regulations, the Depositary may from time to time request each Holder of GDRs to, and each Holder shall upon receipt of such request, provide to the Depositary information relating to: (a) the capacity in which such Holder and/or any owner holds GDRs; (b) the identity of any owners of GDRs or other person or persons then or previously interested in such GDRs; (c) the nature of any such interests in the GDRs; and (d) any other matter where disclosure of such matter is required to enable compliance by the Depositary with applicable laws or the constitutional documents of the Company.

2. Suspension of Issue of GDRs and of Withdrawal of Deposited Property The Depositary shall be entitled, at its reasonable discretion, at such times as it shall determine, to suspend the issue or transfer of GDRs (and the deposit of Shares) generally or in respect of particular Shares. In particular, to the extent that it is in its opinion practicable for it to do so, the Depositary will refuse to accept Shares for deposit, to execute and deliver GDRs or to register transfers of GDRs if it has been notified by the Company in writing that the Deposited Shares or GDRs or any depositary receipts representing Shares are listed on a U.S. Securities Exchange or quoted on a U.S. automated inter dealer quotation system unless accompanied by evidence satisfactory to the Depositary that any such Shares are eligible for resale pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’). Further, the Depositary may suspend the withdrawal of Deposited Property during any period when the Register, or the register of shareholders of the Company is closed or, generally or in one or more localities, suspend the withdrawal of Deposited Property or deposit of Shares if deemed necessary or desirable or advisable by the Depositary in good faith at any time or from time to time, in order to comply with any applicable law or governmental or stock exchange regulations or any provision of the Deposit Agreement or for any other reason. The Depositary shall (unless otherwise notified by the Company) restrict the withdrawal of Deposited Shares where the Company notifies the Depositary in writing that such withdrawal would result in

247 ownership of Shares exceeding any limit under any applicable law, government resolution or the Company’s constitutive documents or would otherwise violate any applicable laws.

3. Transfer and Ownership The GDRs are in registered form. Title to the GDRs passes by registration in the Register and accordingly, transfer of title to a GDR is effective only upon such registration. The Depositary will refuse to accept for transfer any GDRs if it reasonably believes that such transfer would result in violation of any applicable laws. The Holder of any GDR will (except as otherwise required by law) be treated by the Depositary and the Company as its beneficial owner for all purposes (whether or not any payment or other distribution in respect of such GDR is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or theft or loss of any certificate issued in respect of it) and no person will be liable for so treating the Holder. Interests in Rule 144A GDRs, represented by the Rule 144A Master GDR, may be transferred to a person whose interest in such Rule 144A GDRs is subsequently represented by the Regulation S Master GDR only upon receipt by the Depositary of written certifications (in the forms provided in the Deposit Agreement) from the transferor and the transferee to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act.

4. Cash Distributions Whenever the Depositary shall receive from the Company any cash dividend or other cash distribution on or in respect of the Deposited Shares (including any amounts received in the liquidation of the Company) or otherwise in connection with the Deposited Property, the Depositary shall, as soon as practicable, convert the same into United States dollars in accordance with Condition 8. The Depositary shall, if practicable in the opinion of the Depositary, give notice to the Holders of its receipt of such payment in accordance with Condition 23, specifying the amount per Deposited Share payable in respect of such dividend or distribution and the earliest date, determined by the Depositary, for transmission of such payment to Holders and shall as soon as practicable distribute any such amounts to the Holders in proportion to the number of Deposited Shares represented by the GDRs so held by them respectively, subject to and in accordance with the provisions of Conditions 9 and 11; PROVIDED THAT: (a) in the event that the Depositary is aware that any Deposited Shares are not entitled, by reason of the date of issue or transfer or otherwise, to such full proportionate amount, the amount so distributed to the relative Holders shall be adjusted accordingly; and (b) the Depositary will distribute only such amounts of cash dividends and other distributions as may be distributed without attributing to any GDR a fraction of the lowest integral unit of currency in which the distribution is made by the Depositary, and any balance remaining shall be retained by the Depositary beneficially as an additional fee under Condition 16.1(d).

5. Distributions of Shares Whenever the Depositary shall receive from the Company any distribution in respect of Deposited Shares which consists of a dividend or free distribution of Shares, the Depositary shall cause to be distributed to the Holders entitled thereto, in proportion to the number of Deposited Shares represented by the GDRs held by them respectively, additional GDRs representing an aggregate number of Shares received pursuant to such distribution. Such additional GDRs shall be distributed by an increase in the number of GDRs represented by the Master GDRs or by an issue of certificates in definitive registered form in respect of GDRs, according to the manner in which the Holders hold their GDRs; PROVIDED THAT, if and in so far as the Depositary deems any such distribution to all or any Holders not to be reasonably practicable (including, without limitation, due to the fractions which would otherwise result or to any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges) or to be unlawful, the Depositary shall (either by public or private sale and otherwise at its discretion, subject to all applicable laws and regulations) sell such Shares so received and distribute the net proceeds of such sale as a cash distribution pursuant to Condition 4 to the Holders entitled thereto.

248 6. Distributions other than in Cash or Shares Whenever the Depositary shall receive from the Company any dividend or distribution in securities (other than Shares) or in other property (other than cash) on or in respect of the Deposited Property, the Depositary shall distribute or cause to be distributed such securities or other property to the Holders entitled thereto, in proportion to the number of Deposited Shares represented by the GDRs held by them respectively, in any manner that the Depositary may deem equitable and practicable for effecting such distribution; PROVIDED THAT, if and in so far as the Depositary deems any such distribution to all or any Holders not to be reasonably practicable (including, without limitation, due to the fractions which would otherwise result or to any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges) or to be unlawful, the Depositary shall deal with the securities or property so received, or any part thereof, in such way as the Depositary may determine to be equitable and practicable, including, without limitation, by way of sale (either by public or private sale and otherwise at its discretion, subject to all applicable laws and regulations) and shall (in the case of a sale) distribute the resulting net proceeds as a cash distribution pursuant to Condition 4 to the Holders entitled thereto.

7. Rights Issues If and whenever the Company announces its intention to make any offer or invitation to the holders of Shares to subscribe for or to acquire Shares, securities or other assets by way of rights, the Depositary shall as soon as practicable give notice to the Holders, in accordance with Condition 23, of such offer or invitation, specifying, if applicable, the earliest date established for acceptance thereof, the last date established for acceptance thereof and the manner by which and time during which Holders may request the Depositary to exercise such rights as provided below or, if such be the case, specifying details of how the Depositary proposes to distribute the rights or the proceeds of any sale thereof. The Depositary will deal with such rights in the manner described below: (a) if and to the extent that the Depositary shall, at its discretion, deem it to be lawful and reasonably practicable, the Depositary shall make arrangements whereby the Holders may, upon payment of the subscription price in Lei or other relevant currency together with such fees, taxes, duties, charges, costs and expenses as may be required under the Deposit Agreement and completion of such undertakings, declarations, certifications and other documents as the Depositary may reasonably require, request the Depositary to exercise such rights on their behalf with respect to the Deposited Shares and to distribute the Shares, securities or other assets so subscribed or acquired to the Holders entitled thereto by an increase in the numbers of GDRs represented by the Master GDRs or an issue of certificates in definitive registered form in respect of GDRs, according to the manner in which the Holders hold their GDRs; or (b) if and to the extent that the Depositary shall at its discretion deem it to be lawful and reasonably practicable, the Depositary will distribute such rights to the Holders entitled thereto in such manner as the Depositary may at its discretion determine; or (c) if and to the extent that the Depositary deems any such arrangement and distribution as is referred to in paragraphs (a) and (b) above to all or any Holders not to be lawful and reasonably practicable (including, without limitation, due to the fractions which would otherwise result or to any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges) or to be unlawful, the Depositary (i) will, PROVIDED THAT Holders have not taken up rights through the Depositary as provided in (a) above, sell such rights (either by public or private sale and otherwise at its discretion subject to all applicable laws and regulations), or (ii) may, if such rights are not transferable, in its discretion, arrange for such rights to be exercised and the resulting Shares or securities sold and, in each case, distribute the net proceeds of such sale as a cash distribution pursuant to Condition 4 to the Holders entitled thereto. (d) (i) Notwithstanding the foregoing, in the event that the Depositary offers rights pursuant to Condition 7(a) (the ‘‘Primary GDR Rights Offering’’), if authorised by the Company to do so, the Depositary may, in its discretion, make arrangements whereby in addition to instructions given by a Holder to the Depositary to exercise rights on its behalf pursuant to Condition 7(a), such Holder is permitted to instruct the Depositary to subscribe on its behalf

249 for additional rights which are not attributable to the Deposited Shares represented by such Holder’s GDRs (‘‘Additional GDR Rights’’) if at the date and time specified by the Depositary for the conclusion of the Primary GDR Rights Offering (the ‘‘Instruction Date’’) instructions to exercise rights have not been received by the Depositary from the Holders in respect of all their initial entitlements. Any Holder’s instructions to subscribe for such Additional GDR Rights (‘‘Additional GDR Rights Requests’’) shall specify the maximum number of Additional GDR Rights that such Holder is prepared to accept (the ‘‘Maximum Additional Subscription’’) and must be received by the Depositary by the Instruction Date. If by the Instruction Date any rights offered in the Primary GDR Rights Offering have not been subscribed by the Holders initially entitled thereto (‘‘Unsubscribed Rights’’), subject to Condition 7(d)(iii) and receipt of the relevant subscription price in Lei or other relevant currency, together with such fees, taxes, duties, charges, costs and expenses as it may deem necessary, the Depositary shall make arrangements for the allocation and distribution of Additional GDR Rights in accordance with Condition 7(d)(ii). (ii) Holders submitting Additional GDR Rights Requests shall be bound to accept the Maximum Additional Subscription specified in such Additional GDR Rights Request but the Depositary shall not be bound to arrange for a Holder to receive the Maximum Additional Subscription so specified but may make arrangements whereby the Unsubscribed Rights are allocated pro rata on the basis of the extent of the Maximum Additional Subscription specified in each Holder’s Additional GDR Rights Request. (iii) In order to proceed in the manner contemplated in this Condition 7(d), the Depositary shall be entitled to receive such opinions from Romanian counsel and United States counsel as in its discretion it deems necessary, which opinions shall be in a form provided by counsel satisfactory to the Depositary and at the expense of the Company and may be requested in addition to any other opinions and/or certifications which the Depositary shall be entitled to receive under the Deposit Agreement and these Conditions. For the avoidance of doubt, save as provided in these Conditions and the Deposit Agreement, the Depositary shall have no liability to the Company or any Holder in respect of its actions or omissions to act under this Condition 7(d) and, in particular, the Depositary will not be regarded as being negligent, fraudulent, or in wilful default if it elects not to make the arrangements referred to in Condition 7(d)(i). The Company has agreed in the Deposit Agreement that it will, unless prohibited by applicable law or regulation, give its consent to, and if requested use all reasonable endeavours (subject to the next paragraph) to facilitate, any such distribution, sale or subscription by the Depositary or the Holders, as the case may be, pursuant to Conditions 4, 5, 6, 7 or 10 (including the obtaining of legal opinions from counsel reasonably satisfactory to the Depositary concerning such matters as the Depositary may reasonably specify). If the Company notifies the Depositary that registration is required in any jurisdiction under any applicable law of the rights, securities or other property to be distributed under Conditions 4, 5, 6, 7 or 10 or the securities to which such rights relate in order for the Company to offer such rights or distribute such securities or other property to the Holders or owners of GDRs and to sell the securities corresponding to such rights, the Depositary will not offer such rights or distribute such securities or other property to the Holders or sell such securities unless and until the Company procures the receipt by the Depositary of an opinion from counsel reasonably satisfactory to the Depositary that a registration statement is in effect or that the offering and sale of such rights or securities to such Holders or owners of GDRs are exempt from registration under the provisions of such law. Neither the Company nor the Depositary shall be liable to register such rights, securities or other property or the securities to which such rights relate and they shall not be liable for any losses, damages or expenses resulting from any failure to do so. If at the time of the offering of any rights, at its discretion, the Depositary shall be satisfied that it is not lawful or practicable (for reasons outside its control) to dispose of the rights in any manner provided in paragraphs (a), (b), (c) and (d) above, the Depositary shall permit the rights to lapse. The Depositary will not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Holders or owners of GDRs in general or to any Holder or owner of a GDR or Holders or owners of GDRs in particular.

250 8. Conversion of Foreign Currency Whenever the Depositary shall receive any currency other than United States dollars by way of dividend or other distribution or as the net proceeds from the sale of securities, other property or rights, and if at the time of the receipt thereof the currency so received can in the judgement of the Depositary be converted on a reasonable basis into United States dollars and distributed to the Holders entitled thereto, the Depositary shall as soon as practicable convert or cause to be converted, by sale or in any other manner that it may reasonably determine, the currency so received into United States dollars. If such conversion or distribution can be effected only with the approval or licence of any government or agency thereof, the Depositary may make reasonable efforts to apply, or procure that an application be made, for such approval or licence, if any, as it may deem desirable. If at any time the Depositary shall determine that in its judgement any currency other than United States dollars is not convertible on a reasonable basis into United States dollars and distributable to the Holders entitled thereto, or if any approval or licence of any government or agency thereof which is required for such conversion is denied or, in the opinion of the Depositary, is not obtainable, or if any such approval or licence is not obtained within a reasonable period as determined by the Depositary, the Depositary may distribute such other currency received by it (or an appropriate document evidencing the right to receive such other currency) to the Holders entitled thereto to the extent permitted under applicable law, or the Depositary may in its discretion hold such other currency without liability for interest for the benefit of the Holders entitled thereto. If any conversion of any such currency can be effected in whole or in part for distribution to some (but not all) Holders entitled thereto, the Depositary may at its discretion make such conversion and distribution in United States dollars to the extent possible to the Holders entitled thereto and may distribute the balance of such other currency received by the Depositary to, or hold such balance for the account of, the Holders entitled thereto, and notify the Holders accordingly.

9. Distribution of any Payments 9.1 Any distribution of cash under Conditions 4, 5, 6, 7 or 10 will be made by the Depositary to Holders on the record date established by the Depositary for that purpose (such date to be as close to the record date set by the Company as is reasonably practicable) and, if practicable in the opinion of the Depositary, notice shall be given promptly to Holders in accordance with Condition 23, in each case subject to any laws or regulations applicable thereto and (subject to the provisions of Condition 8) distributions will be made in United States dollars by cheque drawn upon a bank in New York City or, in the case of the Master GDRs, according to usual practice between the Depositary and Clearstream, Euroclear or DTC, as the case may be. The Depositary or the Agent, as the case may be, may deduct and retain from all moneys due in respect of such GDR in accordance with the Deposit Agreement all fees, taxes, duties, charges, costs and expenses which may become or have become payable under the Deposit Agreement or under applicable law or regulation in respect of such GDR or the relative Deposited Property. 9.2 Delivery of any securities or other property or rights other than cash shall be made as soon as practicable to the Holders on the record date established by the Depositary for that purpose (such date to be as close to the record date set by the Company as is reasonably practicable), subject to any laws or regulations applicable thereto. If any distribution made by the Company with respect to the Deposited Property and received by the Depositary shall remain unclaimed at the end of three years from the first date upon which such distribution is made available to Holders in accordance with the Deposit Agreement, all rights of the Holders to such distribution or the proceeds of the sale thereof shall be extinguished and the Depositary shall (except for any distribution upon the liquidation of the Company when the Depositary shall retain the same) return the same to the Company for its own use and benefit subject, in all cases, to the provisions of applicable law or regulation.

10. Capital Reorganisation Upon any sub-division, consolidation or other reclassification of Deposited Shares or any other part of the Deposited Property or upon any reduction of capital, or upon any reorganisation, merger or consolidation of the Company or to which it is a party (except where the Company is the continuing corporation), the Depositary shall as soon as practicable give notice of such event to the Holders and at its discretion may treat such event as a distribution and comply with the relevant provisions of Conditions 4, 5, 6 and 9 with respect thereto, or may execute and deliver additional GDRs in respect of Shares or may require the exchange of existing GDRs for new GDRs which reflect the effect of such change.

251 11. Withholding Taxes and Applicable Laws 11.1 Payments to Holders of dividends or other distributions on or in respect of the Deposited Shares will be subject to deduction of Romanian and other withholding taxes, if any, at the applicable rates. 11.2 If any governmental or administrative authorisation, consent, registration or permit or any report to any governmental or administrative authority is required under any applicable law in Romania in order for the Depositary to receive from the Company Shares or other securities to be deposited under these Conditions, or in order for Shares, other securities or other property to be distributed under Condition 4, 5, 6 or 10 or to be subscribed under Condition 7 or to offer any rights or sell any securities represented by such rights relevant to any Deposited Shares, the Company has agreed to apply for such authorisation, consent, registration or permit or file such report on behalf of the Holders within the time required under such laws. In this connection, the Company has undertaken in the Deposit Agreement to the extent reasonably practicable to take such action as may be required in obtaining or filing the same. The Depositary shall not be obliged to distribute GDRs representing such Shares, Shares, other securities or other property deposited under these Conditions or make any offer of any such rights or sell any securities corresponding to any such rights with respect to which (as notified to the Depositary by the Company) such authorisation, consent, registration or permit or such report has not been obtained or filed, as the case may be, and shall have no duties to obtain any such authorisation, consent, registration or permit, or to file any such report.

12. Voting Rights 12.1 Holders will have voting rights with respect to the Deposited Shares. The Company has agreed to notify the Depositary of any resolution to be proposed at a General Meeting of the Company and the Depositary will vote or cause to be voted the Deposited Shares in the manner set out in this Condition 12. The Company has agreed with the Depositary that it will promptly provide to the Depositary sufficient copies, as the Depositary may reasonably request, of notices of meetings of the shareholders of the Company and the agenda therefor as well as written requests containing voting instructions by which each Holder may give instructions to the Depositary to vote for or against each and any resolution specified in the agenda for the meeting, which the Depositary shall send to any person who is a Holder on the record date established by the Depositary for that purpose (which shall be the same as the corresponding record date set by the Company or as near as practicable thereto) as soon as practicable after receipt of the same by the Depositary in accordance with Condition 23. The Company has also agreed to provide to the Depositary appropriate proxy forms to enable the Depositary to appoint a representative to attend the relevant meeting and vote on behalf of the Depositary. 12.2 In order for each voting instruction to be valid, the voting instructions form must be completed and duly signed by the respective Holder (or in the case of instructions received from the clearing systems should be received by authenticated SWIFT message) in accordance with the written request containing voting instructions and returned to the Depositary by such record date as the Depositary may specify. 12.3 The Depositary will exercise or cause to be exercised the voting rights in respect of the Deposited Shares so that a portion of the Deposited Shares will be voted for and a portion of the Deposited Shares will be voted against any resolution specified in the agenda for the relevant meeting in accordance with the voting instructions it has received. 12.4 If it is not permitted by Romanian law to exercise the voting rights in respect of the Deposited Shares differently (so that a portion of the Deposited Shares may be voted for a resolution and a portion of the Deposited Shares may be voted against a resolution) the Depositary shall, if permissible under Romanian law, calculate from the voting instructions that it has received from all Holders (x) the aggregate number of votes in favour of a particular resolution and (y) the aggregate number of votes opposed to such resolution and cast or cause to be cast in favour of or opposed to such resolution the number of votes representing the net positive difference between such aggregate number of votes in favour of such resolution and such aggregate number of votes opposed to such resolution. 12.5 The Depositary will only endeavour to vote or cause to be voted the votes attaching to Shares in respect of which voting instructions have been received, except that if no voting instructions are

252 received by the Depositary from a Holder (either because no voting instructions are returned to the Depositary or because the voting instructions are incomplete, illegible or unclear) from a Holder with respect to any or all of the Deposited Shares represented by such Holder’s GDRs on or before the record date specified by the Depositary the Depositary shall not vote in respect of such Deposited Shares of such Holder. 12.6 If it is not permissible under Romanian law or the Depositary determines that it is not reasonably practicable to vote or cause to be voted such Deposited Shares in accordance with Conditions 12.3, 12.4 or 12.5 the Depositary shall not vote or cause to be voted such Deposited Shares. 12.7 Where the Depositary is to vote in respect of each and any resolution in the manner described in Conditions 12.3, 12.4 or 12.5 above the Depositary shall notify the Board of Directors of the Company and appoint a person designated by him as a representative of the Depositary to attend such meeting and vote the Deposited Shares in the manner required by this Condition. The Depositary is entitled to request the Company to provide to the Depositary, and where such request has been made shall not be required to take any action required by this Condition 12 unless it shall have received, an opinion from the Company’s legal counsel (such counsel being reasonably acceptable to the Depositary) at the expense of the Company to the effect that such voting arrangement is valid and binding on Holders under Romanian law and the statutes of the Company and that the Depositary is permitted to exercise votes in accordance with the provisions of this Condition 12 but that in doing so the Depositary will not be deemed to be exercising voting discretion. 12.8 By continuing to hold GDRs, all Holders shall be deemed to have agreed to the provisions of this Condition as it may be amended from time to time in order to comply with applicable Romanian law. 12.9 The Depositary shall not, and the Depositary shall ensure that the Custodian and its nominees do not, vote or attempt to exercise the right to vote that attaches to the Deposited Shares, other than in accordance with instructions given, or deemed given, in accordance with this Condition.

13. Recovery of Taxes, Duties and Other Charges, and Fees and Expenses due to the Depositary The Depositary shall not be liable for any taxes, duties, charges, costs or expenses which may become payable in respect of the Deposited Shares or other Deposited Property or the GDRs, whether under any present or future fiscal or other laws or regulations, and such part thereof as is proportionate or referable to a GDR (the ‘‘Charges’’) shall be payable by the Holder thereof to the Depositary at any time on request or may be deducted from any amount due or becoming due on such GDR in respect of any dividend or other distribution. The Depositary may sell (whether by way of public or private sale and otherwise at its discretion, subject to all applicable laws and regulations) for the account of the Holder an appropriate number of Deposited Shares or amount of other Deposited Property and will discharge out of the proceeds of such sale any Charges, and any fees or expenses due to the Depositary from the Holder pursuant to Condition 16, and subsequently pay any surplus to the Holder. Any request by the Depositary for the payment of Charges shall be made by giving notice pursuant to Condition 23.

14. Liability 14.1 In acting hereunder the Depositary shall have only those duties, obligations and responsibilities expressly specified in the Deposit Agreement and these Conditions and, other than holding the Deposited Property for the benefit of Holders as bare trustee, does not assume any relationship of trust for or with the Holders or owners of GDRs or any other person. 14.2 Neither the Depositary, the Custodian, the Company, any Agent, nor any of their agents, officers, directors or employees shall incur any liability to any other of them or to any Holder or owner of a GDR or any other person with an interest in any GDRs if, by reason of any provision of any present or future law or regulation of Romania or any other country or of any relevant governmental authority, or by reason of the interpretation or application of any such present or future law or regulation or any change therein, or by reason of any other circumstances beyond their control, or in the case of the Depositary, the Custodian, any Agent, or any of their agents, officers, directors or employees, by reason of any provision, present or future, of the constitutive documents of the Company, any of them shall be prevented, delayed or forbidden from doing or performing any act or

253 thing which the terms of the Deposit Agreement or these Conditions provide shall or may be done or performed; nor shall any of them incur any liability to any Holder or owner of GDRs or any other person with an interest in any GDRs by reason of any exercise of, or failure to exercise, any voting rights attached to the Deposited Shares or any of them or any other discretion or power provided for in the Deposit Agreement. Any such party may rely on, and shall be protected in acting upon, any written notice, request, direction or other document believed by it to be genuine and to have been duly signed or presented (including a translation which is made by a translator believed by it to be competent or which appears to be authentic). 14.3 Neither the Depositary nor any Agent shall be liable (except for its own wilful default, negligence or fraud or that of its agents, officers, directors or employees) to the Company or any Holder or owner of GDRs or any other person, by reason of having accepted as valid or not having rejected any certificate for Shares or GDRs or any signature on any transfer or instruction purporting to be such and subsequently found to be forged or not authentic or for its failure to perform any obligations under the Deposit Agreement or these Conditions. 14.4 The Depositary and its agents may engage or be interested in any financial or other business transactions with the Company or any of its subsidiaries or affiliates, or in relation to the Deposited Property (including without prejudice to the generality of the foregoing, the conversion of any part of the Deposited Property from one currency to another), may at any time hold or be interested in GDRs for its own account, and shall be entitled to charge and be paid all usual fees, commissions and other charges for business transacted and acts done by it as a bank, and not in the capacity of Depositary, in relation to matters arising under the Deposit Agreement (including, without prejudice to the generality of the foregoing, charges on the conversion of any part of the Deposited Property from one currency to another and on any sales of property) without accounting to Holders or any other person for any profit arising therefrom. 14.5 The Depositary shall endeavour to effect any such sale as is referred to or contemplated in Conditions 5, 6, 7, 10, 13 or 21 or any such conversion as is referred to in Condition 8 in accordance with the Depositary’s normal practices and procedures but shall have no liability (in the absence of its own wilful default, negligence or fraud or that of its agents, officers, directors or employees) with respect to the terms of such sale or conversion or if such sale or conversion shall not be reasonably practicable. 14.6 The Depositary shall not be required or obliged to monitor, supervise or enforce the observance and performance by the Company of its obligations under or in connection with the Deposit Agreement or these Conditions. 14.7 The Depositary shall have no responsibility whatsoever to the Company, any Holders or any owner of GDRs or any other person as regards any deficiency which might arise because the Depositary is subject to any tax in respect of the Deposited Property or any part thereof or any income therefrom or any proceeds thereof. 14.8 In connection with any proposed modification, waiver, authorisation or determination permitted by the terms of the Deposit Agreement, the Depositary shall not, except as otherwise expressly provided in Condition 22, be obliged to have regard to the consequence thereof for the Holders or the owners of GDRs or any other person. 14.9 Notwithstanding anything else contained in the Deposit Agreement or these Conditions, the Depositary may refrain from doing anything which could or might, in its opinion, be contrary to any law of any jurisdiction or any directive or regulation of any agency or state or which would or might otherwise render it liable to any person and the Depositary may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. 14.10 The Depositary may, in relation to the Deposit Agreement and these Conditions, act or take no action on the advice or opinion of, or any certificate or information obtained from, any reputable lawyer, valuer, accountant, banker, broker, securities company or other expert whether obtained by the Company, the Depositary or otherwise, and shall not be responsible or liable for any loss or liability occasioned by so acting or refraining from acting or relying on information from persons presenting Shares for deposit or GDRs for surrender or requesting transfers thereof. 14.11 Any such advice, opinion, certificate or information (as discussed in Condition 14.10 above) may be sent or obtained by letter, telex or facsimile transmission and the Depositary shall not be liable for

254 acting on any advice, opinion, certificate or information purported to be conveyed by any such letter, telex or facsimile transmission although (without the Depositary’s knowledge) the same shall contain some error or shall not be authentic. 14.12 The Depositary may call for and shall be at liberty to accept as sufficient evidence of any fact or matter or the expediency of any transaction or thing, a certificate, letter or other communication, whether oral or written, signed or otherwise communicated on behalf of the Company by a director of the Company or by a person duly authorised by a director of the Company or such other certificate from persons specified in Condition 14.10 above which the Depositary considers appropriate and the Depositary shall not be bound in any such case to call for further evidence or be responsible for any loss or liability that may be occasioned by the Depositary acting on such certificate. 14.13 The Depositary shall have no obligation under the Deposit Agreement except to perform its obligations as are specifically set out therein without wilful default, negligence or fraud. 14.14 The Depositary may delegate by power of attorney or otherwise to any person or persons or fluctuating body of persons, whether being a joint Depositary of the Deposit Agreement or not and not being a person to whom the Company may reasonably object, all or any of the powers, authorities and discretions vested in the Depositary by the Deposit Agreement and such delegation may be made upon such terms and subject to such conditions, including power to sub-delegate and subject to such regulations as the Depositary may in the interests of the Holders think fit, provided that no objection from the Company to any such delegation as aforesaid may be made to a person whose financial statements are consolidated with those of the Depositary’s ultimate holding company. Any delegation by the Depositary shall be on the basis that the Depositary is acting on behalf of the Holders and the Company in making such delegation. The Company shall not in any circumstances and the Depositary shall not (provided that it shall have exercised reasonable care in the selection of such delegate) be bound to supervise the proceedings or be in any way responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of any misconduct or default on the part of any such delegate or sub-delegate. However, the Depositary shall, if practicable, and if so requested by the Company, pursue (at the Company’s expense and subject to receipt by the Depositary of such indemnity and security for costs as the Depositary may reasonably require) any legal action it may have against such delegate or sub-delegate arising out of any such loss caused by reason of any such misconduct or default. The Depositary shall, within a reasonable time of any such delegation or any renewal, extension or termination thereof, give notice thereof to the Company. Any delegation under this Condition which includes the power to sub-delegate shall provide that the delegate shall, within a specified time of any sub-delegation or amendment, extension or termination thereof, give notice thereof to the Company and the Depositary. 14.15 The Depositary may, in the performance of its obligations hereunder, instead of acting personally, employ and pay an agent, whether a solicitor or other person, to transact or concur in transacting any business and do or concur in doing all acts required to be done by such party, including the receipt and payment of money. 14.16 The Depositary shall be at liberty to hold or to deposit the Deposit Agreement and any deed or document relating thereto in any part of the world with any banking company or companies (including itself) whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers of good repute, and the Depositary shall not (in the case of deposit with itself, in the absence of its own negligence, wilful default, or fraud or that of its agents, directors, officers or employees) be responsible for any losses, liability or expenses incurred in connection with any such deposit. 14.17 Notwithstanding anything to the contrary contained in the Deposit Agreement or these Conditions, the Depositary shall not be liable in respect of any loss or damage which arises out of or in connection with its performance or non-performance, or the exercise or attempted exercise of (or the failure to exercise any of) its powers or discretions, under the Deposit Agreement, except to the extent that such loss or damage arises from the wilful default, negligence or fraud of the Depositary or that of its agents, officers, directors or employees. Without prejudice to the generality of the foregoing, in no circumstances shall the Depositary have any liability for any act or omission of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Shares or otherwise.

255 14.18 No provision of the Deposit Agreement or these Conditions shall require the Depositary to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. 14.19 For the avoidance of doubt, the Depositary shall be under no obligation to check, monitor or enforce compliance with any ownership restrictions in respect of GDRs or Shares under any applicable Romanian law as the same may be amended from time to time. Notwithstanding the generality of Condition 3, the Depositary shall refuse to register any transfer of GDRs or any deposit of Shares against issuance of GDRs if notified by the Company, or the Depositary becomes aware of the fact, that such transfer or issuance would result in a violation of the limitations set forth above. 14.20 No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement.

15. Issue and Delivery of Replacement GDRs and Exchange of GDRs Subject to the payment of the relevant fees, taxes, duties, charges, costs and expenses and such terms as to evidence and indemnity as the Depositary may require, replacement GDRs will be issued by the Depositary and will be delivered in exchange for or replacement of outstanding lost, stolen, mutilated, defaced or destroyed GDRs upon surrender thereof (except in the case of the destruction, loss or theft) at the specified office of the Depositary or (at the request, risk and expense of the Holder) at the specified office of any Agent.

16. Depositary’s Fees, Costs and Expenses 16.1 The Depositary shall be entitled to charge the following remuneration and to receive the following remuneration and reimbursement (such remuneration and reimbursement being payable on demand) from the Holders in respect of its services under the Deposit Agreement: (a) for the issue of GDRs (other than upon the issue of GDRs pursuant to the Offering) or the cancellation of GDRs: U.S.$5.00 or less per 100 GDRs (or portion thereof) issued or cancelled, including for the avoidance of doubt, but not limited to, a transfer from and between the Regulation S Master GDR and the Rule 144A Master GDR which transfer shall be treated as a cancellation from one Master GDR and an issuance into the other Master GDR; (b) for issuing GDR certificates in definitive registered form in replacement for mutilated, defaced, lost, stolen or destroyed GDR certificates: a sum per GDR certificate which is determined by the Depositary to be a reasonable charge to reflect the work, costs and expenses involved; (c) for issuing GDR certificates in definitive registered form (other than pursuant to (b) above): the greater of U.S.$1.50 per GDR certificate (plus printing costs) or such other sum per GDR certificate which is determined by the Depositary to be a reasonable charge to reflect the work plus costs (including but not limited to printing costs) and expenses involved; (d) for receiving and paying any cash dividend or other cash distribution on or in respect of the Deposited Shares: a fee of U.S.$0.05 or less per GDR for each such dividend or distribution; (e) in respect of any issue of rights or distribution of Shares (whether or not evidenced by GDRs) or other securities or other property (other than cash) upon exercise of any rights, any free distribution, stock dividend or other distribution: U.S.$5.00 or less per 100 outstanding GDRs (or portion thereof) for each such issue of rights, dividend or distribution; (f) a fee of U.S.$ 0.05 or less per GDR (or portion thereof) per calendar year for depositary services which shall be payable as provided in paragraph (i) below; (g) a fee of U.S. $0.01 or less per GDR per annum for local share registry inspection and related services by the Depositary or the Custodian or their respective agents, which shall be payable as provided in paragraph (i) below; and (h) any other charge payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents, in connection with the servicing of Deposited Shares or other Deposited Property (which charge shall be assessed against Holders as of the date or dates set by the Depositary and shall be payable at the sole discretion of the Depositary

256 by billing such Holders for such charge or deducting such charge from one or more cash dividends or other cash distributions), together with all expenses (including currency conversion expenses), transfer and registration fees, taxes, duties and charges payable by the Depositary, any Agent or the Custodian, or any of their agents, in connection with any of the above. 16.2 The Depositary is entitled to receive from the Company the fees, taxes, duties, charges costs and expenses as specified in a separate agreement between the Company and the Depositary. 16.3 From time to time, the Depositary may make payments to the Company to reimburse and / or share revenue from the fees collected from GDR holders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the GDR facilities established pursuant to the Deposit Agreement. In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers or other service providers that are affiliates of the Depositary and that may earn or share fees and commissions.

17. Agents 17.1 The Depositary shall be entitled to appoint one or more agents (the ‘‘Agents’’) for the purpose, inter alia, of making distributions to the Holders. 17.2 Notice of appointment or removal of any Agent or of any change in the specified office of the Depositary or any Agent will be duly given by the Depositary to the Holders.

18. Listing The Company has undertaken in the Deposit Agreement to use all reasonable endeavours to maintain, so long as any GDR is outstanding, a listing for the GDRs on the Official List and admission to trading on the regulated market of the London Stock Exchange. For that purpose the Company will pay all fees and sign and deliver all undertakings required by the Financial Conduct Authority or the London Stock Exchange in connection with such listings. In the event that the listing on the Official List and admission to trading on the regulated market of the London Stock Exchange is not maintained, the Company has undertaken in the Deposit Agreement to use all reasonable endeavours with the reasonable assistance of the Depositary (provided at the Company’s expense) to obtain and maintain a listing of the GDRs on any other internationally recognised stock exchange in Europe.

19. The Custodian The Depositary has agreed with the Custodian that the Custodian will receive and hold (or appoint agents approved by the Depositary to receive and hold) all Deposited Property for the account and to the order of the Depositary in accordance with the applicable terms of the Deposit Agreement which include a requirement to segregate the Deposited Property from the other property of, or held by, the Custodian PROVIDED THAT the Custodian shall not be obliged to segregate cash comprised in the Deposited Property from cash otherwise held by the Custodian. The Custodian shall be responsible solely to the Depositary PROVIDED THAT, if and so long as the Depositary and the Custodian are the same legal entity, references to them separately in these Conditions and the Deposit Agreement are for convenience only and that legal entity shall be responsible for discharging both functions directly to the Holders and the Company. The Custodian may resign or be removed by the Depositary by giving prior notice, except that if a replacement Custodian is appointed which is a branch or affiliate of the Depositary, the Custodian’s resignation or discharge may take effect immediately on the appointment of such replacement Custodian. Upon the removal of or receiving notice of the resignation of the Custodian, the Depositary shall promptly appoint a successor Custodian, which shall, upon acceptance of such appointment, and the expiry of any applicable notice period, become the Custodian. The Depositary in its discretion may appoint a substitute or additional custodian or custodians, which shall, upon acceptance of such appointment, become the Custodian under the Deposit Agreement. The Depositary shall notify Holders of such change in accordance with Condition 23. Notwithstanding the foregoing, the Depositary may temporarily deposit the Deposited Property in a manner or a place other than as therein specified; PROVIDED THAT, in the case of such temporary deposit in another place, the Company shall have consented to such deposit, and such consent of the Company shall have been delivered to the

257 Custodian. In case of transportation of the Deposited Property under this Condition, the Depositary shall obtain appropriate insurance at the expense of the Company if and to the extent that the obtaining of such insurance is reasonably practicable and the premiums payable are of a reasonable amount.

20. Resignation and Termination of Appointment of the Depositary 20.1 The Company may terminate the appointment of the Depositary under the Deposit Agreement by giving at least 120 days’ prior notice in writing to the Depositary and the Custodian, and the Depositary may resign as Depositary by giving at least 120 days’ prior notice in writing to the Company and the Custodian. Within 30 days after the giving of either such notice, notice thereof shall be duly given by the Depositary to the Holders in accordance with Condition 23. The termination of the appointment or the resignation of the Depositary shall take effect on the date specified in such notice; PROVIDED THAT no such termination of appointment or resignation shall take effect until the appointment by the Company of a successor depositary under the Deposit Agreement and the acceptance of such appointment to act in accordance with the terms thereof and of these Conditions, by the successor depositary. The Company has undertaken in the Deposit Agreement to use all reasonable endeavours to procure the appointment of a successor depositary with effect from the date of termination specified in such notice as soon as reasonably possible following notice of such termination or resignation. Upon any such appointment and acceptance, notice thereof shall be duly given by the Depositary to the Holders in accordance with Condition 23. 20.2 Upon the termination of the appointment or resignation of the Depositary and against payment of all fees and expenses due to the Depositary from the Company under the Deposit Agreement, the Depositary shall deliver to its successor as depositary sufficient information and records to enable such successor efficiently to perform its obligations under the Deposit Agreement and shall deliver and pay to such successor depositary all property and cash held by it under the Deposit Agreement. The Deposit Agreement provides that, upon the date when such termination of appointment or resignation takes effect, the Custodian shall be deemed to be the Custodian thereunder for such successor depositary, and shall hold the Deposited Property for such successor depositary, and the Depositary shall thereafter have no obligation under the Deposit Agreement or the Conditions (other than liabilities accrued prior to the date of termination of appointment or resignation or any liabilities stipulated in relevant laws or regulations).

21. Termination of Deposit Agreement 21.1 Either the Company or the Depositary but, in the case of the Depositary, only if the Company has failed to appoint a replacement Depositary within 120 days of the date on which the Depositary has given notice pursuant to Condition 20 that it wishes to resign, may terminate the Deposit Agreement by giving 120 days’ prior notice to the other and to the Custodian. Within 30 days after the giving of such notice, notice of such termination shall be duly given by the Depositary to Holders of all GDRs then outstanding in accordance with Condition 23. 21.2 During the period beginning on the date of the giving of such notice by the Depositary to the Holders and ending on the date on which such termination takes effect, each Holder shall be entitled to obtain delivery of the Deposited Property relative to each GDR held by it, subject to the provisions of Condition 1.1 and upon compliance with Condition 1, payment by the Holder of the charge specified in Condition 16.1(a) and Clause 10.1(a)(i) of the Deposit Agreement for such delivery and surrender, and payment by the Holder of any sums payable by the Depositary and/or any other expenses incurred by the Depositary (together with all amounts which the Depositary is obliged to pay to the Custodian) in connection with such delivery and surrender, and otherwise in accordance with the Deposit Agreement. 21.3 If any GDRs remain outstanding after the date of termination, the Depositary shall as soon as reasonably practicable sell the Deposited Property then held by it under the Deposit Agreement and shall not register transfers, shall not pass on dividends or distributions or take any other action, except that it will deliver the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, pro rata to Holders of GDRs which have not previously been so surrendered by reference to that proportion of the Deposited Property which is represented by the GDRs of which they are the Holders. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement and these Conditions, except its obligation to

258 account to Holders for such net proceeds of sale and other cash comprising the Deposited Property without interest.

22. Amendment of Deposit Agreement and Conditions 22.1 Subject to Condition 22.3, all and any of the provisions of the Deposit Agreement and these Conditions (other than this Condition 22) may at any time and from time to time be amended by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable. Notice of any amendment of these Conditions (except to correct a manifest error) shall be duly given to the Holders by the Depositary, and any amendment (except as aforesaid) which shall increase or impose fees payable by Holders or which shall otherwise, in the opinion of the Depositary, be materially prejudicial to the interests of the Holders (as a class) shall not become effective so as to impose any obligation on the Holders until the expiration of 30 calendar days after such notice shall have been given. During such period of 30 calendar days, each Holder shall be entitled to obtain, subject to and upon compliance with Condition 1, delivery of the Deposited Property relative to each GDR held by it upon surrender thereof, payment of the charge specified in Condition 16.1(a) for such delivery and surrender and otherwise in accordance with the Deposit Agreement and these Conditions. Each Holder at the time when such amendment so becomes effective shall be deemed, by continuing to hold a GDR, to approve such amendment and to be bound by the terms thereof in so far as they affect the rights of the Holders. In no event shall any amendment impair the right of any Holder to receive, subject to and upon compliance with Condition 1, the Deposited Property attributable to the relevant GDR. 22.2 For the purposes of this Condition 22, an amendment shall not be regarded as being materially prejudicial to the interests of Holders if its principal effect is to permit the creation of GDRs in respect of additional Shares to be held by the Depositary which are or will become fully consolidated as a single series with the other Deposited Shares PROVIDED THAT temporary GDRs will represent such Shares until they are so consolidated. 22.3 The Company and the Depositary may at any time by agreement in any form amend the number of Shares represented by each GDR, provided that each outstanding GDR represents the same number of Shares as each other outstanding GDR, and at least 30 calendar days notice of such amendment is given to the Holders, but in no circumstances shall any amendment pursuant to this Condition 22.3 be regarded as an amendment requiring 30 calendar days notice in accordance with Condition 22.1.

23. Notices 23.1 Any and all notices to be given to any Holder shall be duly given if personally delivered, or sent by mail (if domestic, first class, if overseas, first class airmail) or air courier, or by facsimile transmission confirmed by letter sent by mail or air courier, addressed to such Holder at the address of such Holder as it appears on the transfer books for GDRs of the Depositary, or, if such Holder shall have filed with the Depositary a written request that notices intended for such Holder be mailed to some other address, at the address specified in such request. 23.2 Delivery of a notice sent by mail or air courier shall be effective three days (in the case of domestic mail or air courier) or seven days (in the case of overseas mail) after despatch, and any notice sent by facsimile transmission, as provided in this Condition, shall be effective when the intended recipient has confirmed by telephone to the transmitter thereof that the recipient has received such facsimile in complete and legible form. The Depositary or the Company may, however, act upon any facsimile transmission received by it from the other or from any Holder, notwithstanding that such facsimile transmission shall not subsequently be confirmed as aforesaid.

24. Reports and Information on the Company 24.1 The Company has undertaken in the Deposit Agreement to send to the Depositary (so long as any GDR is outstanding) electronic copies in the English language (and failing that shall make available to the Depositary, Custodian and any Agent as many hard copies in the English language as they may reasonably require) of any financial statements or accounts prepared in accordance with International Financial Reporting Standards (‘‘IFRS’’) (or equivalent) that it makes generally available to its shareholders, including but not limited to any financial statements or accounts that may be required by law or regulation or in order to maintain a listing for the GDRs on the London

259 Stock Exchange, or any other stock exchange, in accordance with Condition 18, as soon as practicable following the publication or availability of such communications. 24.2 For so long as any of the GDRs or the Shares represented thereby remains outstanding and are ‘‘restricted securities’’ within the meaning of Rule 144(a)(3) under the Securities Act, if at any time the Company is neither subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended, nor exempt from such reporting requirements by complying with the information furnishing requirements of Rule 12g3-2(b) thereunder, the Company has agreed in the Deposit Agreement to supply to the Depositary such information, in the English language and in such quantities as the Depositary may from time to time reasonably request, as is required to be delivered to any Holder or beneficial owner of GDRs or to any holder of Shares or prospective purchaser designated by such Holder, beneficial owner or holder at the request of such persons by Rule 144A(d)(4) under the Securities Act pursuant to a Deed Poll executed by the Company in favour of such persons to any such holder, beneficial owner or prospective purchaser in connection with resales of GDRs or Shares or interests therein in reliance on Rule 144A under the Securities Act and otherwise to comply with the requirements of Rule 144A(d)(4) under the Securities Act. Subject to receipt, the Depositary will deliver such information, during any period in which the Company informs the Depositary it is subject to the information delivery requirements of Rule 144A(d)(4), to any such holder, beneficial owner or prospective purchaser but in no event shall the Depositary have any liability for the contents of any such information.

25. Copies of Company Notices The Company has undertaken in the Deposit Agreement to transmit to the Custodian and the Depositary on or before the day when the Company first gives notice, by mail, publication or otherwise, to holders of any Shares or other Deposited Property, whether in relation to the taking of any action in respect thereof or in respect of any dividend or other distribution thereon or of any meeting or adjourned meeting of such holders or otherwise, such number of copies of such notice and any other material (which contains information having a material bearing on the interests of the Holders) furnished to such holders by the Company (or such number of English translations of the originals if the originals were prepared in a language other than English) in connection therewith as the Depositary may reasonably request. If such notice is not furnished to the Depositary in English, either by the Company or the Custodian, the Depositary shall, at the Company’s expense, arrange for an English translation thereof (which may be in such summarised form as the Depositary may deem adequate to provide sufficient information) to be prepared. Except as provided below, the Depositary shall, as soon as practicable after receiving notice of such transmission or (where appropriate) upon completion of translation thereof, give due notice to the Holders which notice may be given together with a notice pursuant to Condition 9.1, and shall make the same available to Holders in such manner as it may determine.

26. Moneys held by the Depositary The Depositary shall be entitled to deal with moneys paid to it by the Company for the purposes of the Deposit Agreement in the same manner as other moneys paid to it as a banker by its customers and shall not be liable to account to the Company or any Holder or any other person for any interest thereon, except as otherwise agreed and shall not be obliged to segregate such moneys from other moneys belonging to the Depositary.

27. Severability If any one or more of the provisions contained in the Deposit Agreement or in these Conditions shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained therein or herein shall in no way be affected, prejudiced or otherwise disturbed thereby.

28. Governing Law 28.1 The Deposit Agreement, the GDRs, and all non-contractual obligations arising from or connected with the Deposit Agreement and the GDRs, are governed by, and shall be construed in accordance with, English law except that the certifications set forth in Schedules 3 and 4 to the Deposit

260 Agreement and any provisions relating thereto shall be governed by and construed in accordance with the laws of the State of New York. The rights and obligations attaching to the Deposited Shares will be governed by Romanian law. The Company has submitted in respect of the Deposit Agreement and the Deed Poll to the jurisdiction of the English courts and the courts of the State of New York and any United States Federal Court sitting in the Borough of Manhattan, New York City. The Company has also agreed in the Deposit Agreement, and the Deed Poll to allow, respectively, the Depositary and the Holders to elect that Disputes are resolved by arbitration. 28.2 The Company has irrevocably appointed Law Debenture Corporate Services Limited, as its agent in England to receive service of process in any Proceedings in England based on the Deed Poll and appointed Law Debenture Corporate Services Inc as its agent in New York to receive service of process in any Proceedings in New York. If for any reason the Company does not have such an agent in England or New York as the case may be, it will promptly appoint a substitute process agent and notify the Holders and the Depositary of such appointment. Nothing herein shall affect the right to serve process in any other manner permitted by law. 28.3 The courts of England are to have jurisdiction to settle any disputes (each a ‘‘Dispute’’) which may arise out of or in connection with the GDRs (including any dispute relating to the existence, validity or termination of the GDRs, or any non-contractual obligation arising out of or in connection with the GDRs, or the consequences of the nullity of the GDRs), and accordingly any legal action or proceedings arising out of or in connection with the GDRs (‘‘Proceedings’’) may be brought in such courts. Without prejudice to the foregoing, the Depositary further irrevocably agrees that any Proceedings may be brought in any New York State or United States Federal Court sitting in the Borough of Manhattan, New York City. The Depositary irrevocably submits to the non-exclusive jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. 28.4 These submissions are made for the benefit of each of the Holders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdictions (whether concurrently or not). 28.5 In the event that the Depositary is made a party to, or is otherwise required to participate in, any litigation, arbitration, or Proceeding (whether judicial or administrative) which arises from or is related to or is based upon any act or failure to act by the Company, or which contains allegations to such effect, upon notice from the Depositary, the Company has agreed to fully cooperate with the Depositary in connection with such litigation, arbitration or Proceeding. 28.6 The Depositary irrevocably appoints The Bank of New York Mellon, London Branch, (Attention: The Manager) of 48th Floor, One Canada Square, London E14 5AL as its agent in England to receive service of process in any Proceedings in England based on any of the GDRs. If for any reason the Depositary does not have such an agent in England, it will promptly appoint a substitute process agent and notify the Holders of such appointment. Nothing herein shall affect the right to serve process in any other manner permitted by law. 28.7 To the extent that the Company may in any jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that such immunity (whether or not claimed) may be attributed in any such jurisdiction to the Company or its assets or revenues, the Company has agreed not to claim and irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

29. Language Although the Deposit Agreement or these Conditions may be translated into the Romanian language, the Romanian version of the Deposit Agreement and these Conditions is for informational purposes only. In the event of any discrepancies between the English version and the Romanian version of the Deposit Agreement or these Conditions, or any dispute regarding the interpretation of any provision in the English version or Romanian version of the Deposit Agreement or these Conditions, the English version of the Deposit Agreement and these Conditions shall prevail and questions of interpretation shall be addressed solely in the English language.

261 SUMMARY OF THE PROVISIONS RELATING TO THE GLOBAL DEPOSITARY RECEIPTS WHILST IN MASTER FORM The GDRs will initially be evidenced by (i) a single Regulation S Master GDR in registered form and (ii) a single Rule 144A Master GDR in registered form. The Rule 144A Master GDR will be deposited with The Bank of New York Mellon in New York as custodian for DTC and registered in the name of Cede & Co as nominee for DTC on the date the GDRs are issued. The Regulation S Master GDR will be deposited with The Bank of New York Depository (Nominee) Limited, as nominee for the Bank of New York Mellon, London Branch, as common depositary for Euroclear and Clearstream on the date the GDRs are issued. The Regulation S Master GDR and the Rule 144A Master GDR contain provisions which apply to the GDRs while they are in master form, some of which modify the effect of the GDR Terms and Conditions of the GDRs set out in this document. The following is a summary of certain of those provisions. Words and expressions given a defined meaning in the GDR Terms and Conditions shall have the same meanings in this section unless otherwise provided in this section. For risks related to potential future limitations on the exercise of voting and/or dividends rights by a GDRs holder, see ‘‘Risk Factors—Risks relating to the Offer and the Offer Securities’’.

Exchange The Master GDRs will be exchanged for certificates in definitive registered form representing GDRs only in the circumstances described in (i), (ii), (iii), or (iv) below, in whole but not in part. The Depositary will irrevocably undertake in the Master GDRs to deliver certificates in definitive registered form in exchange for the relevant Master GDR, to GDR holders within 60 calendar days in the event that: (i) DTC, in the case of the Rule 144A Master GDR, or Euroclear or Clearstream, in the case of the Regulation S Master GDR, notifies the Company that it is unwilling or unable to continue as a settlement system and a successor settlement system is not appointed within 90 calendar days; or (ii) either DTC in the case of Rule 144A Master GDR, or Euroclear or Clearstream in the case of the Regulation S Master GDR, is closed for business for a continuous period of 14 calendar days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so, and, in each case, no alternative settlement system satisfactory to the Depositary is available within 45 calendar days; or (iii) in respect of the Rule 144A Master GDR, DTC or any successor ceases to be a ‘‘clearing agency’’ registered under the Exchange Act; or (iv) the Depositary has determined that, on the occasion of the next payment in respect of the Master GDRs, the Depositary or its agent would be required to make any deduction or withholding from any payment in respect of the Master GDRs which would not be required were the GDRs represented by certificates in definitive registered form, provided that the Depositary shall have no obligation to so determine or to attempt to so determine. Any such exchange shall be at the expense (including printing costs) of the Company. A GDR evidenced by an individual definitive certificate will not be eligible for clearing and settlement through: Euroclear; Clearstream, Luxembourg or DTC. Upon any exchange of a Master GDR for certificates in definitive registered form, or any exchange of interests between the Rule 144A Master GDR and the Regulation S Master GDR pursuant to Clause 4 of the Deposit Agreement, or any distribution of GDRs pursuant to Conditions 5, 7 or 10 of the GDR Terms and Conditions or any reduction in the number of GDRs represented thereby following any withdrawal of Deposited Property pursuant to Condition 1 of the GDR Terms and Conditions, the relevant details shall be entered by the GDR Depositary on the register maintained by the Depositary whereupon the number of GDRs represented by the Master GDR shall be reduced or increased (as the case may be) for all purposes by the number so exchanged and entered on the register. If the number of GDRs represented by a Master GDR is reduced to zero such Master GDR shall continue in existence until the obligations of the Company under the Deposit Agreement and the obligations of the Depositary pursuant to the Deposit Agreement and the GDR Terms and Conditions have terminated.

262 Payments, Distributions and Voting Rights Payments of cash dividends and other amounts (including cash distributions) will, in the case of GDRs represented by the Regulation S Master GDR be made by the Depositary through Euroclear and Clearstream and, in the case of GDRs represented by the Rule 144A Master GDR, will be made by the Depositary through DTC, on behalf of persons entitled thereto upon receipt of funds therefor from the Company. A free distribution or rights issue of Shares to the Depositary on behalf of the Holders will result in the record maintained by the Depositary being marked up to reflect the enlarged number of GDRs represented by the relevant Master GDR. Holders of GDRs will have voting rights as set out in the GDR Terms and Conditions.

Surrender of GDRs Any requirement in the GDR Terms and Conditions relating to the surrender of a GDR to the Depositary shall be satisfied by the production by Euroclear and Clearstream (in the case of GDRs represented by the Regulation S Master GDR), or DTC (in the case of GDRs represented by the Rule 144A Master GDR), on behalf of a person entitled to an interest therein of such evidence of entitlement of such person as the Depositary may reasonably require, which is expected to be a certificate or other documents issued by Euroclear or Clearstream, or DTC, as appropriate. The delivery or production of any such evidence shall be sufficient evidence, in favour of the Depositary, any Agent and the Custodian of the title of such person to receive (or to issue instructions for the receipt of) all money or other property payable or distributable in respect of the Deposited Property represented by such GDRs.

Notices For as long as the Regulation S Master GDR is registered in the name of a nominee for a common depository holding on behalf of Euroclear and Clearstream, and the Rule 144A Master GDR is registered in the name of DTC or its nominee, notices to Holders may be given by the Depositary by delivery of the relevant notice to Euroclear and Clearstream, or (as appropriate) DTC, for communication to persons entitled thereto in substitution for delivery of notices in accordance with the GDR Terms and Conditions.

Information For so long as any of the Rule 144A GDRs or the Offer Shares remain outstanding and are ‘‘restricted securities’’ within the meaning of Rule 144(a) (3) under the Securities Act, if at any time the Company is neither subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the Exchange Act, nor exempt from such reporting requirements by complying with the information furnishing requirements of Rule 12g3-2(b) thereunder, the Company has agreed to supply to the GDR Depositary such information in the English language and in such quantities as the Depositary may from time to time reasonably request, as is required to be delivered to any Holder or beneficial owner of Rule 144A GDRs or to any holder of Shares or prospective purchaser designated by such Holder, beneficial owner or holder pursuant to a deed poll executed by the Company in favour of such persons and the information delivery requirements of Rule 144A(d)(4) under the Securities Act, as amended, to permit compliance with Rule 144A in connection with resales of Rule 144A GDRs or Shares or interests therein in reliance on Rule 144A under the Securities Act and otherwise will comply with the requirements of Rule 144A(d)(4) under the Securities Act.

Governing Law The Master GDRs, and all non-contractual obligations arising from or connected with the Master GDRs, shall be governed by and construed in accordance with English law, except for certain certifications and any provisions relating thereto which shall be governed by and construed in accordance with the laws of the State of New York

263 DESCRIPTION OF ARRANGEMENTS TO SAFEGUARD THE RIGHTS OF THE HOLDERS OF THE GLOBAL DEPOSITARY RECEIPTS The Depositary Information relating to the Depositary The Depositary is an entity established in the State of New York and is a state chartered New York banking corporation and a member of the United States Federal Reserve System, subject to regulation and supervision principally by the United States Federal Reserve Board and the New York State Banking Department.

Rights of Holders of GDRs Relationship of Holders of GDRs with the Depositary The rights of Holders against the Depositary are governed by the GDR Terms and Conditions and the Deposit Agreement, which are governed by English law (except that the certifications to be given upon deposit or withdrawal of Shares (in Schedules 3 and 4 of the Deposit Agreement) are governed by the laws of the State of New York). The Depositary and the Company are parties to the Deposit Agreement. Holders of GDRs have contractual rights against the GDR Depositary under the GDR Terms and Conditions in relation to cash held by the Depositary, and rights against the Depositary under the GDR Terms and Conditions under a bare trust in respect of Deposited Property other than cash (including Deposited Shares, which are Shares of the Company represented by GDRs) deposited with the Depositary under the Deposit Agreement, and certain limited rights against the Company by virtue of the Deed Poll. Voting: With respect to voting of Deposited Shares and other Deposited Property represented by GDRs, the GDR Terms and Conditions and the Deposit Agreement provide that, if instructed by the Company, the Depositary shall send to any person who is a Holder on the record date established by the GDR Depositary for that purpose voting materials and instructions for voting. The Deposit Agreement and the GDR Terms and Conditions provide that the GDR Depositary will endeavour to exercise or cause to be exercised the voting rights with respect to Deposited Shares in accordance with the voting instructions it has received from Holders. As at the date of this Prospectus, the Issuer confirms that there are no restrictions under applicable law, the constitutive documents of the Issuer or the provisions of the Deposited Shares that would prohibit or restrict the Depositary from voting any of the Deposited Shares in accordance with instructions from Holders.

Delivery of GDRs The Deposit Agreement and the GDR Terms and Conditions provide that the Deposited Shares can only be delivered out of the Regulation S and Rule 144A GDR facilities to, or to the order of, a Holder of related GDRs upon receipt and cancellation of such GDRs.

Rights of the Company The Company has broad rights to remove the Depositary under the terms of the Deposit Agreement, but no specific rights under the Deposit Agreement which are triggered in the event of the insolvency of the Depositary.

Insolvency of the Depositary Applicable insolvency law If the Depositary becomes insolvent, the insolvency proceedings will be governed by US law applicable to the insolvency of banks.

Effect of applicable insolvency law in relation to cash The GDR Terms and Conditions state that any cash held by the Depositary for Holders is held by the Depositary as banker. Under current US law, it is expected that any cash held for Holders by the Depositary as banker under the GDR Terms and Conditions would constitute an unsecured obligation of the GDR Depositary. Holders would therefore only have an unsecured claim in the event of the Depositary’s insolvency for such cash, and such cash would be also be available to general creditors of the Depositary or the US Federal Deposit Insurance Corporation (‘‘FDIC’’).

264 Effect of applicable insolvency law in relation to non-cash assets The Deposit Agreement states that the Deposited Shares and other non-cash assets which are held by the Depositary for Holders are held by the GDR Depositary as bare trustee and, accordingly, the Holders will be tenants in common for such Deposited Shares and other non-cash assets. Under current US law, it is expected that any Deposited Shares and other non-cash assets held for Holders by the Depositary on trust under the GDR Terms and Conditions would not constitute assets of the Depositary and that Holders would have ownership rights relating to such Deposited Shares and other non-cash assets and be able to request the Depositary’s liquidator to deliver to them such Depositary Shares and other non-cash assets, and such Depositary Shares and other non-cash assets would be unavailable to general creditors of the GDR Depositary or the FDIC.

Default of the Depositary If the Depositary fails to pay cash or deliver non-cash assets to Holders in the circumstances required by the GDR Terms and Conditions or otherwise engages in a default for which it would be liable under the GDR Terms and Conditions, the Depositary will be in breach of its contractual obligations under the GDR Terms and Conditions. In such case, Holders will have a claim under English law against the Depositary to the extent that the GDR Depositary is in breach of its contractual obligations under the GDR Terms and Conditions.

The Custodian The Custodian is Raiffeisen Bank S.A., an entity established under Romanian law. The Custodian holds securities for the Depositary subject to a custody agreement between the Custodian and the Depositary which is governed by New York law. Relationship of Holders of GDRs with the Custodian: The Holders do not have any contractual relationship with, or rights enforceable against, the Custodian. All Shares, including the Deposited Shares, will be held through the Romanian Clearing-Settlement, Custody, Depository and Registry System (‘‘RoClear’’) managed by Depozitarul Central S.A. (the ‘‘Central Depositary’’). The accounts of RoClear will show a global account in the name of, and managed by the Custodian. A sub-account of the Custodian’s global account in the name of the Depositary will also show in RoClear’s records. The Deposited Shares will be held in this sub-account held in the name of the Depository.

Default of the Custodian Failure to deliver cash: Cash payments from the Company (which are expected to be denominated in RON) will initially be received by the GDR Depositary in an account held with the Custodian in the Depositary’s name. Subject to Romanian legislation (which currently permits amounts in RON to be removed from Romania and converted into US dollars by the Depositary without restriction), amounts received from the Company by the Depositary will then be exchanged for US dollars in accordance with the GDR Terms and Conditions and the US dollars will be received by the Depositary in New York. After deduction of any fees and expenses of the Depositary, the US dollars will then be credited to the appropriate accounts of the Holders. If the Custodian fails to deliver cash to the Depositary as required under the custody agreement or otherwise engages in a default for which it would be liable under the terms of the custody agreement, the Custodian will be in breach of its contractual obligations under the custody agreement. In such case, the GDR Depositary would have a claim under New York law against the Custodian for the Custodian’s breach of its contractual obligations under the custody agreement. The Depositary can also remove the Custodian and appoint a substitute or additional custodians and may exercise such rights if it deems necessary. Failure to deliver non-cash assets: If the Custodian fails to deliver Deposited Shares or other non-cash assets held for the Depositary as required by the Depositary or otherwise defaults under the terms of the custody agreement, the Custodian will be in breach of its obligations to the GDR Depositary. In such case the Depositary will have a claim under New York law against the Custodian for the Custodian’s breach of its obligations under the custody agreement. The Depositary can also remove the Custodian and appoint a substitute or additional custodians and may exercise such rights if it deems necessary. The Depositary’s liability: The Depositary is only liable to GDR Holders for loss incurred by GDR Holders as a result of default by the Custodian if such loss arises from the wilful default, negligence or bad faith of the GDR Depositary or that of its agents, officers, directors or employees.

265 The Depositary’s obligations: The Depositary has no obligation to pursue a claim for breach of obligations against the Custodian on behalf of Holders. The Depositary is not responsible for and shall incur no liability in connection with or arising from default by the Custodian due to any act or omission to act on the part of the Custodian, except to the extent that the Custodian has (i) committed fraud or wilful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. Applicable law: The custody agreement is New York law governed.

Insolvency of the Custodian Applicable law: If the Custodian becomes insolvent, the insolvency proceedings will be governed by applicable Romanian law. Effect of applicable insolvency law in relation to cash: Cash held by the Depositary on deposit with the Custodian represents an unsecured claim of the Depositary against the Custodian. Under current Romanian law, it is expected that any cash held for the Depositary by the Custodian at the time of the Custodian’s insolvency would form part of the Custodian’s insolvent estate and would be available to satisfy the claims of the Custodian’s creditors generally. Effect of applicable insolvency law in relation to non-cash assets: The Depositary will have ownership rights in the Deposited Shares or other non-cash assets held by the Custodian at the time of its insolvency and applicable Romanian legislation makes clear that the Deposited Shares would not be available to satisfy the claims of the Custodian’s creditors generally. Rather, the Deposited Shares would be transferred into an account maintained by another custodian appointed by the Depositary. The Depositary’s liability: The Depositary is only liable to GDR Holders for loss incurred by GDR Holders as a result of the Custodian’s insolvency if such loss arises from the wilful default, negligence or bad faith of the Depositary or that of its agents, officers, directors or employees. The Depositary’s obligations: The Depositary has no obligation to pursue a claim in the Custodian’s insolvency on behalf of the Holders. The GDR Depositary has no responsibility for, and will incur no liability in connection with or arising from, the insolvency of any custodian. In the event of the insolvency of the Custodian, the Holders have no direct recourse to the Custodian under the Deposit Agreement, though the Depositary can remove the Custodian and appoint a substitute or additional custodians and may exercise such rights if it deems necessary. GDR HOLDERS ARE REMINDED THAT THE ABOVE DOES NOT CONSTITUTE LEGAL ADVICE AND IN THE EVENT OF ANY DOUBT REGARDING THE EFFECT OF THE DEFAULT OR INSOLVENCY OF THE GDR DEPOSITARY OR THE CUSTODIAN, GDR HOLDERS SHOULD CONSULT THEIR OWN ADVISORS IN MAKING A DETERMINATION.

266 CERTAIN ERISA CONSIDERATIONS As described below, the Company will prohibit investors that are subject to Title I of ERISA or Section 4975 of the Code from acquiring any Securities.

General ERISA, and Section 4975 of the Code, impose certain restrictions on (a) employee benefit plans (as defined in Section 3(3) of ERISA) that are subject to Title I of ERISA, (b) plans (as defined in Section 4975(e)(1) of the Code) that are subject to Section 4975 of the Code, including individual retirement accounts and annuities or Keogh plans, (c) entities whose underlying assets include ‘‘plan assets’’ of any plan, account or arrangement described in (a) or (b) (a ‘‘Plan’’) by reason of a Plan’s investment in such entities and (d) persons who have certain specified relationships to Plans (‘‘Parties in Interest’’ under ERISA and ‘‘Disqualified Persons’’ under the Code). Moreover, an insurance company’s general account may be deemed to include assets of the Plans investing in the general account (e.g., through the purchase of an annuity contract), and such insurance company might be treated as a Party in Interest with respect to a Plan by virtue of such investment. ERISA also imposes certain duties on persons who are fiduciaries of Plans subject to ERISA, and ERISA and Section 4975 of the Code prohibit certain transactions between a Plan and Parties in Interest or Disqualified Persons with respect to such Plan. Violations of these rules may result in the imposition of excise taxes and other penalties and liabilities under ERISA and the Code. A US Department of Labor regulation (the ‘‘Plan Asset Regulation’’) addresses what constitutes the assets of a Plan with respect to the Plan’s investment in an entity for purposes of the fiduciary responsibility provisions of Title I of ERISA and Section 4975 of the Code. Under the Plan Asset Regulation, if a Plan invests in an ‘‘equity interest’’ of an entity that is neither a ‘‘publicly offered security’’ nor a security issued by an investment company registered under the Investment Company Act, the Plan’s assets are deemed to include both the equity interest itself and an undivided interest in each of the entity’s underlying assets, unless it is established that the entity is an ‘‘operating company’’ or that equity participation by ‘‘benefit plan investors’’ is not ‘‘significant.’’ Under the Plan Asset Regulations, as modified by Section 3(42) of ERISA, equity participation in an entity by Benefit Plan Investors is ‘‘significant’’ on any date if, immediately after the most recent acquisition of any equity interest in the entity, 25% or more of the value of any class of equity interest in the entity is held by Benefit Plan Investors. The term ‘‘Benefit Plan Investor’’ includes (i) any ‘‘employee benefit plan’’ (as defined in Section 3(3) of ERISA) that is subject to part 4 of Title I of ERISA, (ii) any ‘‘plan’’ (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code and (iii) any entity whose underlying assets include plan assets by reason of such an employee benefit plans or plan’s investment in such entity, including without limitation, as applicable, an insurance company general account. For purposes of calculating the percentage of the total value of any class of equity interest that is held by Benefit Plan Investors, the value of any equity interests held by any person (other than a Benefit Plan Investor) who has discretionary authority with respect to the assets of the entity or who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. The Securities will constitute ‘‘equity interests’’ in the Company for purposes of the Plan Asset Regulation; the Company will not be registered under the Investment Company Act; the Securities are not ‘‘publicly offered securities’’ for the purposes of the Plan Asset Regulation; and it is not certain that the Company would qualify as an ‘‘operating company’’ for purposes of the Plan Asset Regulation. Therefore, if equity participation in the Securities by Benefit Plan Investors (as defined below) is ‘‘significant’’ within the meaning of the Plan Asset Regulation, the assets of the Company could be deemed to be the assets of Plans investing in the Securities. Were that to be the case, (i) transactions involving the assets of the Company could be subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code, (ii) the assets of the Company could be subject to ERISA’s reporting and disclosure requirements, (iii) the fiduciary causing the Plan to make an investment in the Securities could be deemed to have delegated its responsibility to manage the assets of the Plan, (iv) the requirements of Section 404(b) of ERISA, which generally provides that no fiduciary may maintain the indicia of ownership of any assets of a Plan outside the jurisdiction of the district courts of the United States unless a regulatory exception is available, could be violated and (v) the fiduciary making an investment in the Company on behalf of a Plan could be deemed to have improperly delegated its asset management responsibility.

267 Restrictions on Purchases of the Securities The acquisition of Securities by an investor that is a Plan or an entity whose underlying assets include ‘‘plan assets’’ of any Plan is prohibited, as is the acquisition of Securities by governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and non-US plans (as described in Section 4(b)(4) of ERISA) that, while not subject to Title I of ERISA or Section 4975 of the Code, are subject to the provisions of substantially similar federal, state, local or non-US law (‘‘Similar Law’’). Each investor will be required to represent, or will be deemed to have represented by virtue of its acquisition and ‘‘plan assets’’ of, a Plan, an entity whose underlying assets include ‘‘plan assets’’ of any Plan, or a governmental, church or non-US plan subject to Similar Law. For a discussion of transfer restrictions with respect to the Securities, see ‘‘Transfer Restrictions’’.

268 TAXATION The following summary of certain US federal income, United Kingdom and Romanian tax consequences of ownership of the Securities is based upon laws, regulations, decrees, rulings, income tax conventions (treaties), administrative practice and judicial decisions in effect at the date of this Prospectus. Legislative, judicial or administrative changes or interpretations may, however, be forthcoming that could alter or modify the statements and conclusions set forth herein. Any such changes or interpretations may be retroactive and could affect the tax consequences to holders of the Securities. This summary does not purport to be a legal opinion or to address all tax aspects that may be relevant to a holder of the Securities. Each prospective investor is urged to consult its own tax adviser as to the particular tax consequences to such holder of the ownership and disposition of the Securities, including the applicability and effect of any other tax laws or tax treaties, and of pending or proposed changes in applicable tax laws as of the date of this Prospectus, and of any actual changes in applicable tax laws after such date.

Certain US Federal Income Tax Considerations The discussion of US tax matters set forth in this Prospectus was written in connection with the promotion or marketing of this offering and was not intended or written to be used, and cannot be used, by any person for the purpose of avoiding tax-related penalties under US federal, state or local tax law. Each taxpayer should seek advice based on its particular circumstances from an independent tax advisor. The following summary is a description of certain US federal income tax considerations relevant to a US Holder (as defined below) acquiring, holding and disposing of the Securities. This summary is based upon existing US federal income tax law, which is subject to change, possibly with retroactive effect. This summary does not discuss all aspects of US federal income taxation which may be important to particular investors in light of their individual investment circumstance, including investors subject to special tax rules including financial institutions, insurance companies, broker-dealers, traders in securities who mark their positions to market, tax-exempt organisations, partnerships or other pass-through entities, holders who are not US Holders, holders who own (directly, indirectly or constructively) 10% or more of the Company’s voting stock, investors that will hold the Securities as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for US federal income tax purposes, or investors that have a functional currency other than the US dollar. In addition, this summary does not discuss any other US federal tax issues, such as the Medicare tax on net investment income or alternative minimum tax considerations, or state, local or non-US tax considerations. This summary assumes that investors will hold their Securities as ‘‘capital assets’’ (generally, property held for investment) for US federal income tax purposes. You are urged to consult your tax advisor regarding the US federal, state, local and non-US income and other tax considerations relevant to an investment in the Securities. For purposes of this summary, a ‘‘US Holder’’ is a beneficial owner of the Securities that is for US federal income tax purposes (i) an individual who is a citizen or resident of the United States, (ii) a corporation created in, or organised under the law of, the United States, any State thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for US federal income tax purposes regardless of its source, or (iv) a trust the administration of which is subject to the primary supervision of a US court and which has one or more US persons who have the authority to control all substantial decisions of the trust. If an entity classified as a partnership for US federal income tax purposes holds the Securities, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the Securities, you should consult your tax advisors. The Company expects, and this discussion assumes, that it will not be a passive foreign investment company (a ‘‘PFIC’’). See below under ‘‘—Passive Foreign Investment Company Rules’’.

Ownership of GDRs in General For US federal income tax purposes, an owner of GDRs generally will be treated as the owner of the Shares represented by such GDRs. However, the US Treasury has expressed concerns that parties to whom interests such as the GDRs are delivered in transactions similar to pre-release transactions may be taking actions that are inconsistent with the claiming of foreign tax credits for US holders of GDRs. Accordingly, the analysis of the creditability of any applicable non-US taxes or the eligibility for the lower rates on dividends received by certain holders could be affected by actions taken by parties to whom the GDRs are

269 pre-released. No gain or loss will be recognised if you exchange GDRs for the Shares represented by those GDRs. Your tax basis in such Shares will be the same as your tax basis in such GDRs, and the holding period in such Shares will include the holding period in such GDRs. You should consult your own tax advisor about how to calculate your tax basis and holding period if you acquire GDRs at different times or with different purchase prices.

Dividends Subject to the PFIC rules, the US dollar value of distributions paid by the Company (including the amount of any taxes withheld) out of its earnings and profits, as determined under US federal income tax principles, will be subject to tax as foreign source ordinary dividend income and will be includible in your gross income upon receipt by the Depository. However, the Company does not maintain calculations of its earnings and profits in accordance with US federal income tax accounting principles. US Holders should therefore assume that any distribution by the Company with respect to the Securities will constitute ordinary dividend income and will not qualify for reduced tax rates for qualified dividend income. If the Company is a PFIC in the taxable year a dividend is paid or the prior taxable year, such dividend will not be eligible for the reduced rates of taxation. See ‘‘Passive Foreign Investment Company Rules’’ below for a more detailed discussion on the PFIC rules. Dividends received on the Securities will not be eligible for the dividends received deduction allowed to corporations. You should consult your own tax advisor about your eligibility for reduced rates of federal income taxation on dividends. The gross amount of any dividend paid in foreign currency will be included in the gross income of a US Holder in an amount equal to the US dollar value of the foreign currency calculated by reference to the exchange rate in effect on the date the dividend distribution is includable in the US Holder’s income, regardless of whether the payment is in fact converted into US dollars. If the foreign currency is converted into US dollars on the date of receipt by the Depository, in the case of GDRs, or the US Holder in the case of Shares a US Holder generally should not be required to recognise foreign currency gain or loss in respect of the dividend. If the foreign currency received is not converted into US dollars on the date of receipt, a US Holder will have a basis in the foreign currency equal to its US dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the foreign currency will be treated as ordinary income or loss, and will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. Subject to certain limitations, Romanian withholding tax, if any, paid in connection with any distribution with respect to ordinary shares or GDRs may be claimed as a credit against a US Holder’s US federal income tax liability if it elects not to take a deduction for any non-US income taxes for that taxable year, otherwise such Romanian withholding tax may be taken as a deduction. If a US Holder is eligible for benefits under the double taxation treaty entered into between Romania and the United States (‘‘Treaty’’) or are otherwise entitled to a refund for the taxes withheld it will not be entitled to a foreign tax credit or deduction for the amount of any Romanian taxes withheld in excess of the maximum rate under the Treaty or for the taxes with respect to which it can obtain a refund from the Romanian taxing authorities. As the relevant rules are very complex US Holders should consult their own tax advisor concerning the availability and utilisation of the foreign tax credit or deductions for non-US taxes in their particular circumstances.

Sale or Other Disposition of the Securities You will recognise US source capital gain or loss upon the sale or other disposition of Shares or GDRs in an amount equal to the difference between the US dollar value of the amount realised upon the disposition and your adjusted tax basis in such Shares or GDRs (generally their cost in US dollars). Any capital gain or loss will be long-term if the Shares or GDRs have been held for more than one year. Certain non-corporate US Holders, including individuals, are eligible for reduced rates of tax on long term capital gains. The deductibility of capital losses may be subject to limitations. Any gain or loss will generally be US source. A US Holder that receives foreign currency on the sale or other disposition of GDRs or ordinary shares will realise an amount equal to the US dollar value of the foreign currency on the date of sale (or, in the case of cash basis and electing accrual basis taxpayers, the US dollar value of the foreign currency on the settlement date) provided that the GDRs or Shares, as the case may be, are treated as being ‘‘traded on an established securities market’’. If a US Holder receives foreign currency upon a sale or exchange of GDRs or Shares, gain or loss, if any, recognised on the subsequent sale, conversion or disposition of such foreign currency will be ordinary income or loss and will generally be income or loss from sources within

270 the United States for foreign tax credit limitation purposes. However, if such foreign currency is converted into US dollars on the date received by the US Holder, a cash basis or electing accrual US Holder should not recognise any gain or loss on such conversion. If any taxes are withheld from such amounts but are eligible to be refunded a US Holder will not be entitled to a foreign tax credit or deduction with respect to such taxes. If there are amounts withheld that are not eligible to be refunded, a US Holder still may not be able to claim a foreign tax credit with respect to such amounts unless it has excess foreign source income of the correct type from other sources because foreign tax credits generally cannot be used against US source income. As the relevant rules are very complex, a US Holder should consult its own tax advisor concerning the availability and utilisation of the foreign tax credit or deductions for non-US taxes in its particular circumstances.

Passive Foreign Investment Company Rules Management do not believe the Company was a PFIC for US federal income tax purposes for its most recent taxable year and does not expect to be a PFIC for the current taxable year or in the foreseeable future. This is based on estimates of the Company’s income and assets. Because the composition of the Company’s income and assets will vary over time, there can be no assurance that it would not be a PFIC for any particular taxable year. If the Company is a PFIC at any time during the holding period of a US holder, a US Holder would be subject to potentially materially greater amounts of tax and subject to additional US tax filing requirements. A non-US corporation is a PFIC in any taxable year in which, after taking into account certain look through rules, either (i) at least 75% of its gross income passive income or (ii) at least 50% of the average value (determined on a quarterly basis) of its assets is attributable to assets that produce or are held to produce passive income. Passive income generally includes dividends, interest, rents, royalties, gross income from certain commodities transactions and capital gains. However, income from commodities transactions earned in the conduct of an ‘‘active business’’ is typically considered active income for these purposes. If a non-US corporation owns at least 25% by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation’s income. Although the determination of whether a non-US corporation is a PFIC for a given taxable year is based on its income and assets for that taxable year, as determined under the PFIC rules, once a non-US corporation is a PFIC for any taxable year, it generally remains a PFIC for any investors that owned interests in all or a portion of such taxable year even if it would not otherwise qualify as a PFIC in later taxable years. The Company does not undertake to monitor its PFIC status on an ongoing basis. The Code imposes additional taxes on gains from the sale or other disposition of, and ‘‘excess distributions’’ with respect to, shares of a PFIC owned directly (or deemed to be owned directly or indirectly under certain attribution rules) by a US Holder. In general, an excess distribution is any distribution to a US Holder that is greater than 125% of the average annual distributions received by it (including return of capital distributions) during the three preceding taxable years or, if shorter, the US Holder’s holding period for the GDRs. If the Company was a PFIC in any year in which a US Holder held the GDRs (i) the gain or excess distribution would be allocated rateably over the US Holder’s holding period for the GDRs, (ii) the amount allocated to the taxable year in which the gain or excess distribution was realised and to any year before we became a PFIC would be taxable as ordinary income, (iii) the amount allocated to each other prior year would be subject to tax at the highest rate in effect for that year and (iv) the interest charge generally applicable to underpayments of tax would be imposed in respect of the tax allocated to each such year. For these purposes, a US Holder who uses the GDRs as collateral for a loan would be treated as having disposed of such GDRs. Different rules apply to a US Holder that makes a valid mark-to-market election with respect to the GDRs. This election can be made if the GDRs are considered to be ‘‘marketable securities’’ for purposes of the PFIC rules. The GDRs should be marketable securities for these purposes to the extent they are ‘‘regularly traded’’ on the Bucharest Stock Exchange or London Stock Exchange. Generally, shares are treated as ‘‘regularly traded’’ in any calendar year in which more than a de minimis quantity of the shares are traded on a qualified exchange on at least 15 days during each calendar quarter. Subject to certain limitations, a US Holder that makes a valid mark-to-market election with respect to the GDRs would be required to take into account the difference, if any, between the fair market value at the end of each taxable year and the fair market value at the end of the preceding taxable year (or the acquisition price in

271 the first year the election is in effect) of those GDRs, as ordinary income or ordinary loss (but only to the extent of the net amount previously included as income by the US Holder as a result of the mark-to-market election). A US Holder’s basis in the GDRs will be increased by the amount of any ordinary income inclusion and decreased by the amount of any ordinary loss taken into account under the mark-to-market rules. Gains from an actual sale or other disposition of the GDRs for which this election has been properly made would be treated as ordinary income, any losses incurred on a sale or other disposition of the GDRs would be treated as an ordinary loss to the extent of any net mark-to-market gains for prior years and any additional loss would be capital loss. Even if a valid mark-to-market election is made with respect to the GDRs, there is a significant risk that indirect interests in any of our subsidiaries that are PFICs will not be covered by this election but will be subject to the excess distribution rules described above. Under these rules, distribution from, and dispositions of interests in these subsidiaries, as well as certain other transactions, generally will be treated as a distribution or disposition subject to the discussion above regarding excess distributions. Investors in certain PFICs are able to make an election to treat the PFIC as a ‘‘qualified electing fund,’’ or QEF, which may mitigate the consequences of the rules described above. However, if the Company is classified as a PFIC, US holders will not be able to make this election. Prospective US holders are urged to consult their own tax advisers about the consequences of holding the GDRs if the Company is considered a PFIC in any taxable year, including the availability of the mark-to-market election, and whether making the election would be advisable in their particular circumstances. In particular, US Holders should consider carefully the impact of a mark-to-market election with respect to their GDRs given that there is a significant risk that we will have subsidiaries that are classified as PFICs.

Medicare Tax Certain US holders who are individuals, estates and trusts will be required to pay an additional 3.8% tax on some or all of their ‘‘net investment income,’’ which generally includes its dividend income and net gains from the disposition of the GDRs. US holders should consult their own tax advisors regarding the applicability of this additional tax on their particular situation.

Information Reporting and Backup Withholding You may be subject to information reporting on amounts received by you from a distribution on, or disposition of, Securities, unless you establish that you are exempt from these rules. If you do not establish that you are exempt from these rules, you may be subject to backup withholding on the amounts received unless you provide your taxpayer identification number and otherwise comply with the requirements of the backup withholding rules. The amount of any backup withholding from a payment that you receive will be allowed as a credit against your US federal income tax liability and may entitle you to a refund, provided that the required information is timely furnished to the IRS. US individuals who own ‘‘specified foreign financial assets’’ (generally including foreign stock or securities not held through a financial account) with an aggregate value in excess of US $50,000 at the end of the taxable year or US $75,000 at any time during the taxable year will generally be required to file an information report on IRS Form 8938 with respect to such assets with their tax returns. You should consult your tax advisors about any additional reporting obligations that may apply as a result of the acquisition, holding or disposition of the Securities. Failure to comply with applicable reporting obligations could result in the imposition of substantial penalties.

Tax Return Disclosure Requirement US federal income tax law requires certain US investors to disclose information relating to investments in securities of a non-US issuer. Failure to comply with applicable disclosure requirements could result in the imposition of substantial penalties. US Holders should consult their own tax advisors regarding any disclosure obligations.

Foreign Account Tax Compliance Act (FATCA) Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (‘‘FATCA’’) impose a new reporting regime and potentially a 30% withholding tax with respect to certain payments to (i) any non-U.S. financial institution (a ‘‘foreign financial institution’’, or ‘‘FFI’’ (as defined by FATCA))

272 that does not become a ‘‘Participating FFI’’ by entering into an agreement with the U.S. Internal Revenue Service (‘‘IRS’’) to provide the IRS with certain information in respect of its account holders and investors or is not otherwise exempt from or in deemed compliance with FATCA and (ii) any investor (unless otherwise exempt from FATCA) that does not provide information sufficient to determine whether the investor is a U.S. person or should otherwise be treated as holding a ‘‘United States account’’ of the Company (a ‘‘Recalcitrant Holder’’). Management do not expect the Company to be classified as an FFI. The new withholding regime will be phased in beginning 1 July 2014 for payments from sources within the United States and will apply to ‘‘foreign passthru payments’’ (a term not yet defined) no earlier than 1 January 2017. The United States and a number of other jurisdictions have announced their intention to negotiate intergovernmental agreements to facilitate the implementation of FATCA (each, an ‘‘IGA’’). Pursuant to FATCA and the ‘‘Model 1’’ and ‘‘Model 2’’ IGAs released by the United States, an FFI in an IGA signatory country could be treated as a ‘‘Reporting FI’’ not subject to withholding under FATCA on any payments it receives. Further, an FFI in a Model 1 IGA jurisdiction would generally not be required to withhold under FATCA or an IGA (or any law implementing an IGA) (any such withholding being ‘‘FATCA Withholding’’) from payments it makes. The Model 2 IGA leaves open the possibility that a Reporting FI might in the future be required to withhold as a Participating FFI on foreign passthru payments and payments that it makes to Recalcitrant Holders. Under each Model IGA, a Reporting FI would still be required to report certain information in respect of its account holders and investors to its home government or to the IRS. The United States and Romania have initialled an IGA (the ‘‘US-Romania IGA’’) based on the Model 1 IGA. If the Company is classified as an FFI, management expects the Company to be treated as a Reporting FI pursuant to the US-Romania IGA and does not anticipate being obliged to deduct any FATCA Withholding on payments it makes. There can be no assurance, however, that the Company will be treated as a Reporting FI or that it would in the future not be required to deduct FATCA Withholding from payments it makes. Accordingly, the Company and financial institutions through which payments on the Shares and GDRs are made may be required to withhold FATCA Withholding if (i) any FFI through or to which payment on such Shares and GDRs is made is not a Participating FFI, a Reporting FI, or otherwise exempt from or in deemed compliance with FATCA or (ii) an investor is a Recalcitrant Holder. FATCA is particularly complex and its application is uncertain at this time. The above description is based in part on regulations, official guidance and model IGAs, all of which are subject to change or may be implemented in a materially different form. Prospective investors should consult their tax advisers on how these rules may apply to payments they may receive in connection with the Shares and GDRs.

Romanian Tax Considerations The following information is a summary of the most significant Romanian tax considerations relevant to the holders of Securities. The summary is based on the Romanian and EU laws, regulations and administrative procedures in effect at the date of the this Prospectus and is not intended to represent a legal opinion or be a comprehensive analysis of all possible tax considerations that may be relevant for Romanian and non-Romanian individuals and legal entities in relation to the Securities. Prior to investing in Securities, potential investors should seek advice from their tax and financial advisors with respect to Romanian and/or EU tax regulations applicable in their specific case, including the applicability of double taxation treaties, pending or proposed changes in applicable tax laws as of the date of this Prospectus and any actual changes in applicable tax laws after such date. Under Law No. 571/2003 on the fiscal code as subsequently amended (the ‘‘Fiscal Code’’), certain types of income received by non-residents or by residents from Romania or from abroad are subject to taxation in Romania at the tax rates stipulated by the Fiscal Code. For the purposes of the Fiscal Code: • a ‘‘foreign legal entity’’ means any legal entity which is not a Romanian legal entity and any legal entity established pursuant to European law which does not have the registered office in Romania; • a ‘‘non-resident individual’’ means any individual which is not a resident individual; • a ‘‘legal entity established pursuant to European law’’ means any legal entity established in accordance with and by the mechanics contemplated by European regulations;

273 • a ‘‘non-resident’’ means any foreign legal entity, any non-resident individual, and any other foreign entities, including undertakings for collective investment in transferable securities without legal personality, which are not registered in Romania according to the law. • a ‘‘Romanian legal entity’’ means any legal entity established in accordance with Romanian law; • a ‘‘resident individual’’ means any individual that meets at least one of the following conditions: (a) is domiciled in Romania, (b) has the centre of his vital interests (Romanian language: ‘‘centrul intereselor vitale’’) in Romania, (c) is present in Romania for a period or several periods exceeding in aggregate 183 days during any 12 consecutive months, and that period ends in the calendar year concerned, (d) is a Romanian citizen that works abroad as an officer or an employee of the State. By way of exception from the provisions (a) to (d) above, neither a foreign citizen enjoying diplomatic or consular regime within Romania, nor a foreign citizen who is an employee or officer of an international or intergovernmental organisation registered in Romania, nor a foreign citizen who is an officer or an employee of a foreign state in Romania, nor their family members will be deemed to be resident individuals in Romania; and • a ‘‘resident’’ means any Romanian legal entity, any foreign legal entity which has its place of effective management in Romania, any legal entity having its registered office in Romania, incorporated according to European legislation and any resident individual.

Dividends Tax rate The general rule is that dividends paid by Romanian legal entities to individuals or legal entities (either Romanian or non-Romanian tax residents) are subject to a tax of 16% withheld at source.

Exemption from tax on dividends applicable for holders of Shares under certain conditions The holders of Shares which are Romanian legal entities may be eligible for exemption from 16% dividend withholding tax pursuant to the Fiscal Code, provided that they have held a minimum of 10% of the shares of the Romanian legal entity that pays the dividends, for a period of one year elapsed until the date of payment thereof inclusively. Under the Council Directive 2011/96/EU on the common system of taxation applicable in the case of parent companies and subsidiaries of different EU Member States (the ‘‘Parent Subsidiary Directive’’) (which was implemented in the Romanian national legislation), holders of Shares which are legal entities and tax residents in a member state of the EU and are not also tax residents in another non-EU state may benefit from the same exemption from Romanian dividend withholding tax as the legal entities which are residents from a fiscal point of view in Romania, subject to compliance with conditions specified above as well as having been organised in the corporate form eligible under the Parent Subsidiary Directive and being profit tax payers (not entitled to exemption/excuse from profit tax) in their home country. If the condition regarding the minimum holding period of one year is not met, the 16% dividend withholding tax will be applied by the Romanian company which pays the dividends but, subsequently, in the fiscal year in which the condition is met, the tax paid may be recovered. To benefit from exemption from Romanian dividends tax pursuant to the EU Parent Subsidiary Directive, a holder of Shares which is a legal entity resident in an EU member state is required to provide to the Romanian legal entity which pays the dividends a tax residence certificate confirming its tax residence at the time the dividends are paid, as well as, an affidavit confirming the fulfilment of the applicable conditions under the template provided by Romanian legislation. Also, the dividends distributed/paid by a Romanian legal entity to voluntary pension funds and to privately managed pension funds, respectively, as well as to the bodies of the public administration exercising, according to the law, the rights and obligations deriving from the capacity of shareholder of the State in those Romanian legal entities are also exempted from the payment of the dividend tax, as well as dividends paid to as defined in the local legislation of another EU or EFTA state. Also, dividend payments made to a shareholder which is a tax resident of Switzerland and is not also a tax resident of a third state on the basis of a tax treaty between Switzerland and another state, could be tax exempt in Romania on the basis of the Agreement between the European Community and Switzerland providing for measures equivalent to those laid down in Council Directive 2003/48/EC on taxation of savings income in the form of interest payments, provided that the following conditions are fulfilled: a minimum 25% shareholding; a minimum holding period of two years; the companies are limited liability companies, subject to corporate income tax.

274 Application of double taxation treaties for non-resident holders of Shares (individuals or legal entities) The 16% dividend withholding tax imposed by the Romanian tax legislation may be reduced or eliminated subject to the country of residence of non-resident holder of Shares (individual or legal entity) pursuant to double taxation treaties (if any) in force between Romania and the country of residence of the non-resident holder of Shares. To take benefit of the provisions of the double taxation treaties, a non-resident holder of Shares is required to provide, in original or legalised copy, together with an authorised translation in Romanian language, the tax residence certificate issued by the tax authority from the relevant country or another document issued by an authority (other than the tax authority) which has responsibilities in residence certification, according to the internal legislation of the relevant country, which should be valid for the year in which the tax is owed. In the absence of a tax residence certificate at the time of payment of dividends, the Romanian dividend withholding tax would apply at its full tax rate. The non-resident shareholder may provide the tax residence certificate within five years following the date of payment of dividends to be able to claim a refund in connection with overpaid amount of tax (if any).

Payments of dividends (if any) on the Offer Securities may be subject to Romanian withholding tax Considering that in accordance with Romanian law, a Romanian legal entity pays dividends to the Depositary, in proportion to its holdings, under the same terms and conditions and in accordance with the same procedure as in the case of other shareholders, the dividends paid to the Depositary are subject to taxation at a rate of 16%, according to the Romanian Fiscal Code. However, the beneficiary of dividends may be eligible for withholding tax exemptions or reductions, depending on the applicable Double Tax Treaty provisions. Such exemptions or reductions are not specifically provided for under fiscal legislation and the tax environment in Romania can be unpredictable while fiscal provisions and their interpretation may be subject to change in the future, potentially with retrospective effect. Although in Romania the beneficial ownership rules and concepts are not clear and not strictly enforced, care should nevertheless be taken as to who the beneficial owners of the dividends are, as on the medium to long term this may prove to be important.

Declaration and payment of tax on dividends The dividend tax is declared and paid to the State budget until the 25th day of the month, inclusively, following the month in which the dividend is paid. If the dividends distributed were not paid until the end of the year when the annual financial statements were approved, the related dividend tax is paid until 25 January of the following year. The Romanian company which pays the dividends is obliged to withhold, declare and pay the withheld dividend tax to the State.

Taxation of capital gains Tax rate According to Romanian tax legislation, capital gains realised by legal entities or individuals from sale of Shares in Romanian companies are subject to tax at a rate of 16%.

Application of double taxation treaties Capital gains tax imposed to non-residents by the Romanian tax legislation may be reduced to zero by virtue of a double taxation treaty entered into between Romania and the country of residence of the seller of the Shares. To be protected by the provisions of a double taxation treaty, a non-resident seller of Shares must obtain a tax residence certificate issued by the tax authorities of its country of residence which should be valid for the year in which capital gains were realised. In the absence of a tax residence certificate at the time of realising capital gains from selling Shares, the Romanian capital gains tax of 16% would apply to total obtained gains. The non-resident seller of Shares may provide the tax residence certificate within the statute of limitation period provided by Romanian law in order to be able to claim refund in connection with overpaid amount of tax (if any). Nevertheless, there are circumstances when certain double taxation treaties signed by Romania with certain countries do not provide for protection against the Romanian capital gains tax. Such a

275 circumstance occurs when the income is obtained by a non-resident pursuant to the sale of shares held in a Romanian company whose assets consist entirely or mainly of real estate property located in Romania.

Declaration and payment of capital gains tax by resident or non-resident individuals Resident individuals realising capital gains from the sale of shares in Romanian listed companies (including the Shares) are required to file with the competent tax body an annual tax return with respect to the capital gains realised in the respective year by 25 May (inclusively) of the following year. Based on such return, the competent tax body establishes the annual tax amount due, by applying the tax rate to the taxable annual net income obtained as a result of the transfer of shares in listed companies. The above rules are also applicable for non-resident individuals, holders of Shares, which should appoint a proxy in order to fulfil the obligations to pay and make tax declarations in connection with capital gains tax amounts due in Romania.

Exemption available under Romanian legislation Starting 1 January 2014, capital gains derived further to the disposal of shares would be tax exempt, provided that the following conditions are fulfilled at the date of the transaction: • the seller is a Romanian legal entity, or a foreign legal entity registered in a country which has a tax treaty with Romania; • the seller held at least 10% of the shares; • the shareholding is held for at least 1 year.

Declaration and payment of capital gains tax by Romanian legal entities Capital gains realised by a Romanian company from the sale of shares in another Romanian company (including the Shares) shall be part of the company’s overall taxable result (profit or loss) and shall be subject to profit tax. As a rule, the declaration and payment of the profit tax is made on a quarterly basis, until the 25th day inclusively, of the first month subsequent to the end of the I-III quarters; the completion and payment of the profit tax related to the relevant fiscal year is made until 25 March, inclusively, of the following year, which is the deadline for the submission of the annual profit tax return. Starting on 1 January 2013, most taxpayers may choose to declare and pay the annual profit tax by quarterly prepayments. The deadline for the payment of the annual profit tax is the deadline for the submission of the profit tax return.

Declaration and payment of capital gains tax by foreign legal entities The administrative procedure regarding the declaration and payment of capital gains tax due in Romania may differ, subject to identity of the purchaser of Shares. If the purchaser of Shares is a foreign legal entity or an individual (resident or non-resident), the non-resident seller of Shares must obtain a tax registration number for declaration and payment of the capital gains tax to the Romanian tax authorities. The formalities regarding declaration and payment of the profit tax are similar to the formalities applicable to Romanian legal entities. Any non-resident seller of Shares should appoint a proxy in Romania in order to comply with these obligations. If the purchaser of Shares is a Romanian company or a non-Romanian company which has a permanent establishment in Romania at the moment of the transaction, the obligation to calculate, withhold, declare and pay the capital gains tax due in Romania by the non-resident seller is borne by the purchaser, and not by the non-resident seller, and the non-resident seller has to declare and pay the annual profit tax until 25 March, inclusively, of the following year, taking into consideration as applicable the profit tax withheld by the purchaser according to the rule mentioned above. If the non-resident seller relies on the provision of a double taxation treaty in respect of Romanian capital gains tax, it must provide the tax residence certificate (which entitles the non-resident seller to invoke the double taxation treaty protection) to the purchaser (where the purchaser is a Romanian company or a foreign company which has a permanent establishment in Romania at the moment of the transaction) or to the Romanian proxy appointed by the seller (where the purchaser is a foreign company or a resident or non-resident individual).

276 Taxation of capital gains related to GDRs Income in the form of capital gains related to the transfer of GDRs issued by a non-resident and traded on a foreign capital market obtained by Romanian legal entities is subject to the profit tax of 16%. The declaration and payment of tax observes certain rules similar to those described under section ‘‘Declaration and payment of the capital gains tax by Romanian legal entities’’ above. Income in the form of capital gains related to the transfer of GDRs issued by a non-resident and traded on a foreign capital market obtained by resident individuals is subject to the income tax of 16%. The declaration and payment of tax observes certain rules similar to those described under section ‘‘Declaration and payment of the capital gains tax by resident and non-resident individuals’’ above. Capital gains obtained by foreign legal entities (except for foreign legal entities performing activities in Romania through a permanent establishment or through a joint venture with or without legal capacity) or by non-resident individuals (except for non-resident individuals which trade the relevant GDRs though a permanent establishment in Romania and non-resident individuals performing dependent activities in Romania) as a result of the transfer of GDRs issued by a non-resident and traded on a foreign capital market are not subject to taxation in Romania. For all of the situations mentioned above, the provisions of the double taxation treaties entered into by Romania and the state of residence of the beneficiary of capital gain shall be considered.

United Kingdom Taxation The following is a general summary of certain UK tax considerations relating to the ownership and disposal of the Securities and does not address all possible tax consequences relating to an investment in the Securities. The comments below are of a general nature and are based on current UK law as applied in England and Wales (except where otherwise indicated) and the Company’s understanding of the practice of H.M. Revenue & Customs (‘‘HMRC’’) as at the date of this Prospectus, each of which is subject to change, possibly with retroactive effect. The summary only covers the principal UK tax consequences for the absolute beneficial owners of the Securities (and any dividends paid in respect of them) in circumstances where the dividends paid are regarded for UK tax purposes as those persons’ own income (and not the income of some other person) and who: (i) are resident and, in the case of individuals, domiciled solely in the UK for tax purposes (except where otherwise indicated); and (ii) do not have a permanent establishment or a fixed base outside the UK with which the holding of the Securities (and the payment of dividends in respect of the Securities) is connected. Such absolute beneficial owners of the Securities are referred to in this summary as ‘‘UK Holders’’. In addition, this summary only addresses the principal UK tax consequences for UK Holders who hold the Securities as capital assets or investments. It does not address the UK tax consequences that may be relevant to certain categories of holders, for example, brokers, dealers or traders in shares, securities or currencies, banks, financial institutions, insurance companies, investment companies, collective investment schemes, tax-exempt organisations, persons holding the Securities as part of hedging or conversion transactions or persons connected with the Company or who are or have been officers or employees of the Company, each of which may be subject to special rules. Further, the summary assumes that: (i) a holder of the Securities is for UK tax purposes, absolutely beneficially entitled to the underlying Shares and to the dividends on those Shares; (ii) the UK Holder does not control or hold, either alone or together with one or more connected persons, directly or indirectly, 10% or more of the shares and/or voting power or rights to income or capital of the Company; (iii) there will be no register in the UK in respect of an interest in the Securities or in the underlying Shares; (iv) the underlying Shares and the Securities will not be held by, or issued, as applicable, by a depositary incorporated in the UK; and (v) neither the Securities nor the underlying Shares will be paired with shares issued by a company incorporated in the UK. The following is intended only as a general guide and is not intended to be, nor should it be considered to be, legal or tax advice to any particular holder. You should satisfy yourself as to the overall tax consequences including the consequences under UK law and HMRC’S practice and, if you are subject to taxation in a jurisdiction other than the UK, the consequences under the laws of such jurisdiction of acquisition, ownership and disposition of the Securities in your own particular circumstances, by consulting your own tax advisers.

277 Taxation of Dividends Withholding Tax Dividend payments in respect of the Securities should not be subject to UK withholding tax. UK Holders are referred to the statements regarding Romanian tax in ‘‘Romanian Tax Considerations—Taxation of Dividends’’. The following paragraphs proceed on the basis that withholding tax will be levied in Romania on dividend payments in respect of the Securities.

Credit for Romanian withholding tax If a UK Holder receives a dividend in respect of the Securities and the dividend is paid subject to Romanian withholding tax, credit for such Romanian withholding tax may be available for set-off against a liability to UK corporation tax or UK income tax on the dividend. The amount of such credit will normally be equal to the lesser of the amount withheld and the liability to UK tax on the dividend. Such credit will not normally be available for set-off against a UK Holder’s liability to UK tax other than on the dividend and, to the extent that such credit is not set-off against UK tax on the dividend, the credit will be lost. Credit will not be available to the extent that the Romanian withholding tax can be minimised or repaid by taking reasonable steps under a double tax treaty or a provision of Romanian Tax law (see section ‘‘Romanian Tax Considerations—Taxation of Dividends’’ above).

Individual UK Holders of Securities An individual UK Holder who receives a dividend in respect of the Securities will generally be entitled to a tax credit which may be set off against his total income tax liability on the dividend. Such an individual UK Holder’s liability to income tax is calculated on the aggregate of the dividend before deduction of any Romanian withholding tax (if any) and the tax credit (the ‘‘gross dividend’’) which will be regarded as the top slice of the individual’s income. The tax credit will be equal to 10% of the gross dividend. Where the tax credit exceeds the individual UK Holder’s tax liability in respect of the gross dividend, the individual UK Holder cannot claim payment from HMRC in respect of any part of the tax credit. An individual UK Holder who is liable to income tax at a rate not exceeding the basic rate will be subject to income tax on the dividend at the rate of 10% of the gross dividend so that the tax credit will satisfy in full such individual UK Holder’s liability to income tax on the dividend. An individual UK Holder who is liable to income tax at the higher rate will be subject to income tax on the gross dividend at 32.5% to the extent that such sum, when treated as the top slice of such individual UK Holder’s income, falls above the threshold for higher rate income tax. However, such individual UK Holder will be able to set the tax credit off against part of this liability. The effect of that set-off of the tax credit is that an individual UK Holder who is liable to income tax on the dividend wholly at the higher rate will have to account for additional tax equal to 22.5% of the gross dividend (which is also equal to 25% of a cash dividend paid, before deduction of Romanian withholding tax) subject to credit for Romanian withholding tax (if any) which, as discussed above, may be available for set-off against a liability to UK income tax on the dividend. An individual UK Holder liable to income tax at the additional rate will be subject to income tax on the gross dividend at 37.5% to the extent that such sum, when treated as the top slice of such individual UK Holder’s income, falls above the threshold for additional rate income tax. However, such individual UK Holder will be able to set the tax credit off against part of this liability. The effect of that set-off of the tax credit is that an individual who is liable to income tax on the dividend wholly at the additional rate would have to account for additional tax equal to 27.5% of the gross dividend (which is also equal to approximately 30.56% of the cash dividend paid, before deduction of Romanian withholding tax) subject to credit for any Romanian withholding tax (if any) which, as discussed above, may be available for set-off against a liability to UK income tax on the dividend.

Corporate UK Holders of Securities A corporate UK Holder which is a ‘‘small company’’ for the purposes of Chapter 2 of Part 9A of the Corporation Tax Act 2009 will not be subject to UK corporation tax on any dividend received from the Company provided certain conditions are met (including an anti-avoidance condition). Other corporate UK Holders will not be subject to UK corporation tax on any dividend received from the Company so long as the dividends fall within an exempt class and certain conditions are met. For

278 example, (i) dividends paid on shares that are not redeemable and do not carry any present or future preferential rights to dividends or to a company’s assets on its winding up, and (ii) dividends paid to a person holding less than a 10% interest in the Company, should generally fall within an exempt class. However, the exemptions mentioned above are not comprehensive and are subject to anti-avoidance rules. If the conditions for exemption are not met or cease to be satisfied, or such a corporate UK Holder elects an otherwise exempt dividend to be taxable, the UK Holder will be subject to UK corporation tax on dividends received from the Company, at the rate of corporation tax applicable to that corporate UK Holder (currently 21% for companies paying the full rate of corporation tax with effect from 1 April 2014).

Provision of information Persons in the UK paying ‘‘foreign dividends’’ to, or receiving ‘‘foreign dividends’’ on behalf of, another person may in certain circumstances be required to provide certain information to HMRC regarding the identity of the payee or person entitled to the ‘‘foreign dividend’’. In certain cases, such information may be exchanged with tax authorities in other countries. However, guidance published by HMRC indicates that HMRC will not exercise this power where ‘‘foreign dividends’’ are paid on or before 5 April 2015. It is expected that the exemption shall apply in most of the cases, but holders in UK who have the obligation to pay profit tax should consult their own independent professional tax advisers in order to determine whether the exemption is available because the relevant laws include a set of complex terms and provisions for avoiding the payment. Such holder—legal entity from UK, will not be entitled to any payment from HMRC on what concerns the fiscal credit attached to each dividend paid for GDRs.

Taxation of Capital Gains The disposal or deemed disposal of all or part of the Securities may give rise to a chargeable gain or an allowable loss for the purposes of UK capital gains tax (where the holder is an individual) or UK corporation tax on chargeable gains (where the UK Holder is within the charge to corporation tax), depending on their circumstances and subject to any available exemption or relief.

Individuals As regards individual UK Holders, the principal factors that will determine the extent to which such gain will be subject to UK capital gains tax are the extent to which they realise any other capital gains in the tax year in which the disposal takes place, the extent to which they have incurred capital losses in that or any earlier tax year and the level of the annual allowance of tax-free gains in that tax year (the ‘‘annual exemption’’). The annual exemption for individuals is £11,000 for the 2014/2015 tax year. If, after all allowable deductions, an individual UK Holder’s taxable income for the year exceeds the basic rate income tax limit, a taxable capital gain accruing on a disposal of Securities will be taxed at 28%. In other cases, a taxable capital gain accruing on a disposal of Securities may be taxed at 18% or 28% or at a combination of both rates. An individual UK Holder who ceases to be resident in the United Kingdom or fails to be regarded as resident in a territory outside the UK for the purposes of double taxation relief arrangements (as appropriate) for a period of less than five years and who disposes of his or her Securities during that period of temporary non-residence may be liable to UK capital gains tax on a chargeable gain accruing on such disposal on his or her return to the UK or upon ceasing to be regarded as resident outside the UK for the purposes of double taxation relief arrangements (as applicable) (subject to available exemptions or reliefs).

Companies A disposal or deemed disposal of Securities by a UK Holder within the charge to UK corporation tax may give rise to a chargeable gain or allowable loss for the purposes of UK corporation tax, depending on the circumstances and subject to any available exemptions or reliefs. Corporation tax is charged on chargeable gains at the rate applicable to that UK Holder. UK Holders within the charge to UK corporation tax will, for the purposes of computing chargeable gains, be allowed to claim an indexation allowance which applies to reduce capital gains (but not to create or increase an allowable loss) to the extent that such gains arise due to inflation.

279 In case of a holder from UK—legal entity, the deduction pertaining to indexation may be applicable in view of deducting or eliminating a taxable gain (however not for generating a recognized loss) to the extent such gain results further to inflation.

Credit for Romanian capital gains tax If a UK Holder suffers Romanian capital gains tax on the disposal or deemed disposal of the Securities and such Romanian capital gains tax is paid, credit for such Romanian capital gains tax may be available for set-off against a liability to UK corporation tax or UK capital gains tax. The amount of such credit will normally be equal to the lesser of the amount of Romanian capital gains tax paid and the liability to UK corporation tax or UK capital gains tax in respect of the chargeable gain. Such credit will not normally be available for set-off against a UK Holder’s liability to UK tax other than on the chargeable gain and, to the extent that such credit is not set-off against UK tax on the chargeable gain, the credit will be lost. Credit will not be available to the extent that the Romanian capital gains tax can be minimised or repaid by taking reasonable steps under a double tax treaty or a provision of Romanian Tax law (see section ‘‘Romanian Tax Considerations—Taxation of capital gains’’ above).

Stamp Duty and Stamp Duty Reserve Tax The following statements about UK stamp duty and stamp duty reserve tax (SDRT) apply regardless of whether or not a holder of Securities is resident in the UK. No SDRT will be payable on any the issue of the Shares or an agreement to transfer the Shares. No stamp duty will be payable on a transfer of the Shares provided that (i) any instrument of transfer is not executed inside the UK, and (ii) such instrument of transfer does not relate to any property situated, or any matter or thing done or to be done, in the UK. Neither stamp duty nor SDRT will be payable on the issue of the GDRs nor on any transfer of, or any agreement to transfer, the GDRs that is effected in electronic book entry form in accordance with the procedures of DTC, Euroclear or Clearstream, Luxembourg. No stamp duty or any stand-by tax in connection with the stamp duty will be charged in the UK (‘‘SDRT’’) in connection with (i) the GDR issuance, (ii) transfer of the GDR in the DTC accounts, Euroclear or Clearstream, Luxemburg, (iii) any transactions with GDR once they are transferred to this clearing service, in the situation when these transaction are made through registration in the account in accordance with this clearing service procedures and not based on a transfer in written form or (iv) any agreement for an effective, full and exclusive assignment of a ownership right over the GDRs. The transfer or sale of GDRs (or an agreement for the transfer of an exclusive interest right in GDRs) can generate a stamp duty payment obligation in the United Kingdom at a rate of 0.5% of the amount or value of the price paid for the sale or transfer agreement. Although, assuming that no transfer document of a GDR, or containing an agreement for the transfer of an exclusive share in GDR, is neither (i) signed in the United Kingdom nor (ii) referring to any property located in the United Kingdom or to any aspect or matter achieved or to be achieved in the United Kingdom (the term „aspect or matter’’is very broad and can include bank accounts in the United Kingdom in the payment mechanisms), then no stamp duty payment in the United Kingdom will be necessary in connection with such document.

The Proposed Financial Transaction Tax (FTT) The European Commission has published a proposal (the Commission’s proposal) for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the participating Member States). The Commission’s proposal has very broad scope and could, if introduced, apply to certain dealings in the Securities (including secondary market transactions) in certain circumstances. Primary market transactions referred to in Article 5(c) of Regulation (EC) No 1287/2006 are exempt. Under the Commission’s proposal the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Securities where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, ‘‘established’’ in a participating Member State in a broad range of circumstances, including (a) by transacting with a person

280 established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State. A joint statement issued in May 2014 by ten of the eleven participating Member States indicated an intention to implement the FTT progressively, such that it would initially apply to shares and certain derivatives, with implementation occurring by 1 January 2016. However, full details are not available. Therefore it is not known to what extent the elements of the Commission’s proposal outlined in the preceding paragraph will be followed in relation to the taxation of shares. The FTT proposal remains subject to negotiation between the participating Member States. It may therefore be altered prior to any implementation. Additional EU Member States may decide to participate. Prospective holders of the Shares are advised to seek their own professional advice in relation to the FTT.

281 SUBSCRIPTION AND SALE General Information About the Offering The Company will offer for subscription 177,188,744 Shares (in the form of Shares, and/or GDRs) representing 105% of the total number of existing shares issued by the Company. The Offer Securities will be offered at the Offer Price Range and will be sold at the Final Offer Price. See ‘‘—Offer Price—Offer Price Range’’ below. The Company and the Managers will enter into an underwriting agreement dated on or around the date of this Prospectus in relation to the sale and offer of the Offer Securities (see ‘‘Underwriting Agreement’’ below). On 25 June 2014, after the closing of the Offering, Managers shall announce the allotment indices corresponding to the Small Retail Tranche and to the Large Retail Tranche on the Company’s website and on the BVB’s website at the following internet addresses www.electrica.ro and www.bvb.ro respectively. Allocation of the Offer Securities will take place, and the Final Offer Price will be publicly announced, on the business day following the last day of the Offer Period, expected to be on or around 26 June 2014 (the ‘‘Allocation Date’’). See ‘‘—Offer Price’’ and ‘‘—Allocation of the Offer Securities’’ below. The transaction related to the Offer Shares is expected to take place on or around 26 June 2014 (the ‘‘Transaction Date’’) and the transfer of the Offer Shares will be settled through the Central Depositary’s system within three business days from the Transaction Date (see ‘‘Settlement’’ below). Payment for the GDRs is expected to be made in US dollars in same-day funds through the facilities of DTC, Euroclear and Clearstream, Luxembourg on the Closing Date. The GDRs will be issued after the Transaction Date according to the Deposit Agreement. See ‘‘Terms and Conditions of the Global Depositary Accounts’’. Trading of the Shares on the Bucharest Stock Exchange and unconditional dealings in the GDRs on the London Stock Exchange are expected to commence on or around the Closing Date.

Offer Period Subscriptions can be made from 16.06.2014 to 25.06.2014 inclusive, namely 8 Romanian business days (the ‘‘Offer Period’’). On 12.06.2014, the bookbuilding period will start. The Company may extend the Offer Period or change other dates related to the Offering, in compliance with Romanian legislation. The timetable above may be subject to change. Certain events provided therein are beyond the control of the Company. The Company, in agreement with the Joint Global Coordinators and Joint Bookrunners reserves the right to change the above timetable for the Offering, including the subscription periods for the Offer Shares. Information about any changes to the proposed timetable of the Offering will be notified to investors and supplements to the Prospectus will be made in accordance with applicable regulations.

Offer Tranches Any Romanian or foreign investor, individual or entity (with or without legal personality) may participate in the Offering, except for those investors whose subscription in the Offering would constitute a violation of applicable law. Investors who intend to subscribe for Offer Securities must be familiar, and comply with the laws applicable to the Offering in their jurisdictions and the restrictions set out in ‘‘Selling and Transfer Restrictions’’ below. The Offering is split into three Offer Tranches as follows: (1) Small Retail Tranche: 7% of the Offer Shares (12,403,212 Shares (in the form of Offer Shares)) to be initially offered to Retail Investors who submit orders from 250 and up to and including 20,000 Offer Shares in aggregate per investor (‘‘Small Retail Investors’’); (2) Large Retail Tranche: 8% of the Offer Securities (14,175,100 Shares (in the form of Offer Shares and/or Offer GDRs)) to be initially offered to Retail Investors who submit on an individual or cumulative basis orders for more than 20,000 Offer Shares per investor (‘‘Large Retail Investors’’); and (3) Institutional Investors Tranche: 85% of the Offer Securities (150,610,432 Shares (in the form of Offer Shares and/or Offer GDRs)) will be initially offered to (i) credit institutions, (ii) investment firms, (iii) undertakings for collective investments (collective investment schemes, investment companies and/or investment management companies), (iv) insurance companies, (v) pension

282 funds and management companies of such funds, (vi) traders, (vii) trust companies, (viii) international financial institutions (IFIs), and (ix) other financial institutions, (‘‘Institutional Investors’’). On the Allocation Date, the Company shall re-allocate 5.0% of the full number of Offer Shares from the Institutional Investors Tranche to the Small Retail Tranche and/or Large Retail Tranche in case the Small Retail Tranche and the Large Retail Tranche have a subscription level (percentage of subscription of the initial tranche size) higher than the Institutional Investors Tranche (see ‘‘Allocation of the Offer Securities’’ below). The Company may decide following consultation with the Joint Global Coordinators on an additional re-allocation of Offer Shares from the Institutional Investors Tranche to the Small Retail Tranche and the Large Retail Tranche on the Allocation Date. See ‘‘—Allocation of the Offer Securities’’ below. The final number of Shares underlying the Offer GDRs that will be issued and allocated to investors within the Offering will not exceed 2⁄3 of the total number of Offer Shares. The Offer Shares offered within each of the Offer Tranches are of the same class (ordinary shares), are subject to the same legal provisions and confer the same rights and obligations to their owners. On 25 June 2014, following the closing of the Offering, the Managers shall announce the allotment indices corresponding to the Small Retail Tranche and the Large Retail Tranche on the Company’s website and on the BVB’s website at www.electrica.ro and www.bvb.ro.

Offer Price Offer Price Range Offer Shares are offered at the Offer Price Range of RON 11 to 13.50 per Offer Share. Offer GDRs are offered at the Offer Price Range of USD 13.55 to 16.63 per Offer GDR. Subscriptions for Offer GDRs will be expressed in US dollars. Large Retail Investors and Small Retail Investors must subscribe for Offer Shares at the fixed price of RON 13.50 per Offer Share (i.e. the top of the Offer Price Range). Large Retail Investors can also subscribe for Offer GDRs at the fixed price of USD 16.63 per Offer GDR (i.e. the top of the Offer Price Range). Small Retail Investors are entitled to a discount of 5.0% of the Final Offer Price for orders made in the first five business days of the Offer Period (i.e. by and including 20 June 2014) and which do not receive guaranteed allocation. Institutional Investors may validly subscribe for Offer Securities at any price within the Offer Price Range (including the bottom and the top of the price range). The price tick for the subscription of Offer Shares by Institutional Investors is RON 0.05 and the price tick for the subscription of Offer GDRs by Institutional Investors is USD 0.01. Payment of the subscription price for Offer Securities by investors must be made as set out in ‘‘Subscription of Offer Shares by Retail Investors—Payment Evidence for Subscription by Retail Investors’’, ‘‘Subscription of Offer Shares by Institutional Investors—Subscription Documentation for Institutional Investors’’ and ‘‘Subscription of Offer GDRs’’ below, as applicable.

Final Offer Price Commencing on 12 June 2014, a bookbuilding process for the Offer Securities will be carried out. During the bookbuilding process, the Joint Global Coordinators and Joint Bookrunners will gauge the level of interest in the Offering on the part of the Institutional Investors and the price sensitivity of such investors in relation to the Offer Securities. Institutional Investors will be required to specify the number of Offer Securities which they would be prepared to acquire and the related price for such Offer Securities. Such number of Offer Securities and the price at which such Institutional Investors express their interest will be recorded in a book managed by the Joint Global Coordinators and Joint Bookrunners (the ‘‘Book’’). Subscriptions received from Small Retail Investors and Large Retail Investors in relation to the Offer Securities will not be taken into consideration for the bookbuilding process. The Offer Shares in the Institutional Investors Tranche are only to be sold at the Final Offer Price and only to those investors who subscribed Offer Shares at a price equal to, or higher than, the Final Offer Price. For the avoidance of any doubt, the Final Offer Price (converted into US dollars on the basis of the

283 RON/US$ exchange rate communicated by the National Bank of Romania and valid on the Allocation Date) will also apply to the Offer Shares that will be allocated in the form of GDRs. The Final Offer Price for the Institutional Investors Tranche is set within the Offer Price Range, as follows: (a) in case the total number of Offer Shares subscribed will represent more than 100% of the Offer Shares and the total number of Offer Shares subscribed in the Institutional Investors Tranche will represent at most 100% of the number of the Offer Shares allocated to the Institutional Investors Tranche, the Final Offer Price is set at the level of the smallest subscription price in the Institutional Investors Tranche; (b) in case the total number of Offer Shares subscribed will represent more than 100% of the Offer Shares and the total number of Offer Shares subscribed in the Institutional Investors Tranche will represent more than 100% of the total number of Offer Shares allocated to the Institutional Investors Tranche, the Final Offer Price is determined based on the allocation criteria set out in section ‘‘Allocation of Offer Securities within the Institutional Investors Tranche’’. The offer price per Share applicable to the number of shares that do not receive a guaranteed allocation subscribed by each Small Retail Investor shall be equal to (a) 95% of the Final Offer Price for those Small Retail Investors whose subscriptions have been registered in the trading system of the Bucharest Stock Exchange in the first five business days of the Offer Period or (b) 100% of the Final Offer Price for those Retail Investors whose subscriptions have been registered in the trading system of the Bucharest Stock Exchange starting with the sixth business day of the Offer Period. The application of the discount for the Offer Shares subscribed within the Small Retail Tranche will depend on the moment of registration of the trading order in the trading system of the Bucharest Stock Exchange. As a result of this discount, the Offer Price per Offer Share for subscription of Offer Shares that do not receive a guaranteed allocation subscribed for by Small Retail Investors in the first five business days of the Offer Period could be lower than the lower limit of the Offer Price Range, but not lower than the nominal value of the Offer Shares. The Offer Price per share in the Large Retail Tranche is equal to the Final Offer Price established for the Institutional Investors Tranche. The Offer GDRs will be sold to Large Retail and Institutional Investors at the Final Offer Price, which will be converted on the basis of the RON/US$ exchange rate communicated by the National Bank of Romania and valid on the Allocation Date excluding any taxes and fees of the issuing credit institution. For the avoidance of doubt, the discounts above will not apply to any Offer GDRs. The Managers will notify investors, the Romanian FSA and the Bucharest Stock Exchange with respect to the Final Offer Price and the price discount applicable to the Offer Shares in the Small Retail Tranche on the Allocation Date. The relevant pricing notification will be published on the Company’s website www.electrica.ro, as a press release on the Bucharest Stock Exchange website www.bvb.ro and through the Regulatory News Service of the London Stock Exchange (‘‘RNS’’). If: (1) the Final Offer Price (discounted or not, as applicable) is lower than the price paid by an investor for each Offer Security that it subscribed, an amount equal to the difference between (a) the total consideration paid in advance by that investor for the Offer Securities that it subscribed; and (b) the number of Offer Securities sold to the relevant investor multiplied by the Final Offer Price (discounted or not, as applicable), will be returned to the relevant investor; or (2) the Offering is not successfully closed (i.e. if less than 100% of the Offer Securities are validly subscribed for) and, as a consequence, the Company rejects all the subscriptions, the total consideration paid in advance for the Offer Securities will be returned to each investor, in each case less any bank transfer commissions and any applicable commissions of the relevant market institutions, to the bank account indicated by each investor in the subscription form submitted in relation to the subscription of Offer Shares (the ‘‘Subscription Form’’), in the investment services agreement or as otherwise agreed with the Managers, as applicable, within five business days of the expiry of the Offer Period or of the date all subscriptions were rejected (as the case may be). No interest shall be payable to investors in respect of such amounts.

284 If an investor has indicated more than one account for the reimbursement of any such amounts, the Managers reserve the right to pay the whole amount to be reimbursed to only one of the accounts indicated by the investor. Payments to the investors’ bank accounts will be made firstly to the investors who made valid subscriptions and subsequently to the investors who made the invalid subscriptions.

Underwriting Agreement The Company, and the Managers will enter into the underwriting agreement on or around the date of this Prospectus (the ‘‘Underwriting Agreement’’) and each Manager will severally agree to use its best efforts to procure subscribers for the Offer Securities and not, for the avoidance of doubt, in any circumstance to subscribe for any Offer Securities themselves. Under the Underwriting Agreement, the Company will give certain customary representations and warranties (including, as appropriate, in relation to the Company’s business, financial statements and legal compliance in relation to the Offer Securities and in relation to the contents of this Prospectus) and indemnities to the Managers in connection with the Offering. The obligations of the parties to the Underwriting Agreement will be subject to certain conditions that are typical for an agreement of this nature, including, amongst others, the accuracy of the representations and warranties under the Underwriting Agreement and the execution of a pricing agreement between the Company and the Managers in relation to the Final Offer Price on or around the Allocation Date (the ‘‘Pricing Agreement’’). In consideration for the services to be performed by the Managers, the Managers will receive from the Company a commission of 2.77% of the gross proceeds of the Offering. Pursuant to the Underwriting Agreement the Company will agree with the Managers, subject to certain exceptions and existing obligations, that during the Lock Up Period it will not offer, issue, sell, contract to sell, pledge, grant options over or otherwise dispose (or publicly announce any such issuance, offer, sale or disposal) of the Securities or any of the Company’s securities that are substantially similar to the Securities, or enter into any transaction with the same economic effect as any of the foregoing, without the prior written consent of the Managers, save that the Company shall not be prohibited from issuing or allotting shares to the extent it is so obliged to do pursuant to the applicable laws in Romania. The Ministry of Economy (acting through the Department of Energy) will agree in a lock—up agreement with the Managers to be entered into on or about the date of the Underwriting Agreement that during the Lock-Up Period it will not offer, sell, contract to sell, pledge, grant options over or otherwise dispose (or publicly announce any such issuance, offer, sale or disposal) of any Shares, or GDRs or any of the Company’s securities that are substantially similar to the Securities, or enter into any transaction with the same economic effect as any of the foregoing, without the prior written consent of the Managers. The Managers will be able to terminate the Underwriting Agreement at any time prior to the Closing Date in certain specified circumstances that are typical for an agreement of this nature. These will include, but are not limited to: 1. the occurrence of certain material changes in the Company’s business, financial condition, prospects or results of operations, and certain changes in financial, political or economic conditions; 2. failure by the Managers and the Company to execute the Pricing Agreement; and 3. failure by the Managers and the Company to reach an agreement regarding the Final Offer Price and/or the allocation of the Offer Securities before the Allocation Date.

Subscription of Offer Shares by Institutional Investors By subscribing for Offer Shares, each Institutional Investor confirms having read this Prospectus, having accepted the terms and conditions set out in this Prospectus and having made the subscription according to the terms included in this Prospectus. Valid subscriptions for Offer Shares by Institutional Investors will be collected in the Book. Neither the contents of the Book nor any information related to subscriptions for Offer Shares by Institutional Investors (including, but not limited to, the subscription level) will be made public. No minimum subscription requirement applies to Institutional Investors. Institutional Investors may submit multiple subscriptions for Offer Shares.

285 Time schedule and locations for subscriptions within the Institutional Investors Tranche Subscriptions of Offer Shares within the Institutional Investors Tranche can be made only through the Managers. Institutional Investors can subscribe for Offer Shares during the entire Offer Period during the working hours of the Managers.

Subscription documentation for Institutional Investors If an Institutional Investor has concluded an investment services agreement with a Manager or an affiliate of a Manager, such Institutional Investor may validly subscribe for Offer Shares on the basis of orders given as a regular investment services business and by any means of communication provided by such an agreement, without being required to submit any Subscription Form or identification documentation. Institutional Investors which have not concluded an investment services agreement with a Manager or an affiliate of a Manager may validly subscribe for Offer Shares only if they submit a Subscription Form and the applicable identification documentation listed at ‘‘Subscription of Offer Shares by Retail Investors—Subscription Documents for Retail Investors’’ below. The value of the Offer Shares allocated to an Institutional Investor must be guaranteed through one of the following documents (each a ‘‘Payment Evidence’’): a) Payment order evidencing that the price for the allocated Offer Shares has been transferred to the RON Collection Account or the brokerage account(s) opened by the Manager which the Institutional Investor subscribed through, provided that such amount credits the relevant RON Collection Account or the brokerage account(s) with the relevant subscription amount before the order is placed in the relevant BSE market system. The collection accounts for the subscriptions of Offer Shares (the ‘‘RON Collection Accounts’’) are the following: • for subscriptions of Offer Shares through BRD Groupe Societ´ e´ Gen´ erale´ —the RON bank account having the IBAN RO67BRDE427SV00060054270 opened with BRD Groupe Societ´ e´ Gen´ erale;´ • for subscriptions of Offer Shares through Raiffeisen Bank S.A.—the RON bank account having the IBAN RO93RZBR0000060004592833 opened with Raiffeisen Bank S.A.; and • for subscriptions of Offer Shares through Swiss Capital—the RON bank amount being the IBAN RO58BRDE450SV73896414500opened with BRD Groupe Societ´ e´ Gen´ erale.´ The payment order must contain the identification code and name of the Institutional Investor. The account number to be filled in by an Institutional Investor in the Subscription Form (if applicable) must be the number of the account out of which the subscription amount is effectively transferred to the relevant RON Collection Account or the brokerage account(s). Institutional Investors must take into account possible transfer fees and, if applicable, account opening fees. No deposit in cash directly to the RON Collection Accounts or the brokerage account(s) are accepted. The amounts transferred by Institutional Investors, representing the value of the allocated Offer Shares, will not bear interest in favour of such Institutional Investors; interest accrued on the funds deposited in the RON Collection Accounts shall be paid to the Company. Each payment order is equivalent to a single subscription and combining more than one payment order for one single valid subscription is not permitted. No Manager will be liable if, for reasons outside its control, the RON Collection Accounts or the brokerage account(s) are not effectively credited with the amounts representing the value of the subscriptions at the latest at 15:00 (Romanian time) on the Transaction Date. b) A settlement commitment statement issued by the custodian agent undertaking the responsibility for the settlement; c) A bank guarantee letter issued by a credit institution from the European Union for the purpose of covering the settlement risk undertaken by the relevant Manager; or d) A settlement commitment statement issued by the relevant Manager undertaking the responsibility for the settlement in compliance with the Romanian FSA limitations.

286 Allocations shall be announced to Institutional Investors until 12:00 (Romanian time) on the Allocation Date. In circumstances where, during the period starting on the Allocation Date and until 15:00 Romanian time on the Transaction Date, there will be Institutional Investors which will not provide the Payment Evidence, the Manager will reallocate the relevant Securities to other Institutional Investor(s), with the latter’s consent and provided that such Institutional Investors can provide a Payment Evidence for the additionally allocated Securities. In the event that the reallocation of the relevant Securities cannot be performed, the Securities shall be allocated to the Managers themselves.

Subscription of Offer Shares by Retail Investors By subscribing for Offer Shares, each Retail Investor confirms having read this Prospectus, having accepted the terms and conditions set out in this Prospectus and having made the subscription according to the terms included in this Prospectus. The minimum subscription for Offer Shares by a Retail Investor must be for 250 Offer Shares for the Small Retail Tranche and for 20,001 Offer Shares for the Large Retail Tranche. Retail Investors may submit multiple subscriptions only through the same Manager or Eligible Participant. No brokerage fees will be payable in relation to subscriptions by Retail Investors. Small Retail Investors will be given a guaranteed allocation of 100% for the subscriptions that cumulatively do not exceed 1,000 Offer Shares subscribed per Small Retail Investor on a first come first served basis up to a total of 10 million Offer Shares. Small Retail Investors are entitled to a discount of 5.0% of the Final Offer Price for subscriptions which have been received in the first five business days of the Offer Period and do not receive a guaranteed allocation. For the avoidance of doubt: • Only subscriptions of up to 1,000 Offer Shares per Small Retail Investor, on a cumulative basis, can benefit from guaranteed allocation. A subscription bringing the total number of guaranteed Offer Shares subscribed by a Small Retail Investor over 1,000 Offer Shares on a cumulative basis shall not be entitled to any guaranteed allocation. • A subscription bringing the total number of guaranteed Offer Shares subscribed by a Small Retail Investor over 1,000 Offer Shares on a cumulative basis shall not be entitled to guaranteed allocation. • A subscription bringing the total number of Offer Shares subscribed by a Retail Investor within the Small Retail Tranche over 20,000 Offer Shares, on a cumulative basis, shall all be automatically transferred to the Large Retail Tranche.

Time schedule and locations for subscriptions within the Small and Large Retail Tranches Subscriptions for Offer Shares by Retail Investors can be made during the entire Offer Period, each business day between 9:00 and 17:00 (Romania time) and between 9:00 and 13:00 (Romania time) on the last day of the Offer Period. Retail Investors can subscribe for Offer Shares through: • Raiffeisen Bank S.A.—at its Investment Banking office at 246D Calea Floreasca, 2nd floor, 1st District, Bucharest, Romania and at the addresses listed in Appendix A • BRD—Groupe Societ´ e´ Gen´ erale´ S.A.—at BRD Tower, 1-7 Ion Mihalache Blvd, 1st district, Bucharest, Romania and at the addresses listed in Appendix A • SSIF Swiss Capital S.A.—at its office at Romana Offices, 20 Dacia Blvd., 4th floor, 1st district, Bucharest, Romania • At the authorised venues of any Eligible Participant (as defined below). ‘‘Eligible Participants’’ means any intermediaries (other than Raiffeisen Bank S.A., BRD—Groupe Societ´ e´ Gen´ erale´ S.A. or SSIF Swiss Capital S.A.), which are investment firms or credit institutions qualified as participants to the trading system of the Bucharest Stock Exchange, and which (i) have signed an irrevocable and unconditional undertaking (the ‘‘Engagement Letter’’) to observe the provisions of this Prospectus and the applicable law, in the form made available by Raiffeisen Bank S.A and (ii) have submitted the Engagement Letter, in original, to Raiffeisen Bank S.A.

287 The following Retail Investors cannot subscribe for Offer Shares through the units of Raiffeisen Bank S.A. and BRD Groupe Societ´ e´ Gen´ erale´ listed in Appendix A: 1. Retail Investors which are resident/non-resident individuals or resident entities and use the services of a custodian agent or submit a bank guarantee letter or a settlement commitment letter from a Managers (as set out in ‘‘Subscription of Offer Shares by Retail Investors—Payment Evidence for Subscriptions by Retail Investors’’ below); and 2. Retail Investors which are non-resident legal entities, irrespective of whether they are using the services of a custodian agent. Eligible Participants may not accept, register, process and validate subscriptions prior to the execution and submission to Raiffeisen Bank S.A. of the Engagement Letter. Each Eligible Participant must comply, and must ensure that its internal systems allow it to comply, with the requirements set out in this Prospectus including, without being limited to, the requirements regarding the availability of funds and the settlement of the transactions carried out following the acceptance of subscriptions by the respective Eligible Participant. Subscriptions made by Retail Investors will be registered, during the Offer Period, in the Bucharest Stock Exchange system dedicated to public offerings (the ‘‘POF Market’’), by Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale,´ SSIF Swiss Capital S.A. or an Eligible Participant which received and validated the respective subscription.

Subscription Form for Retail Investors A subscription for Offer Shares by a Retail Investor is made by completing a Subscription Form together with a Payment Evidence (as defined below) and the requested documents (see ‘‘Subscription of Offer Shares by Retail Investors—Subscription Documents for Retail Investors’’ below). The Subscription Form will be available at the locations set out in ‘‘Subscription of Offer Shares by Retail Investors— Distribution Network for Retail Investors’’ below or as otherwise communicated by Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale,´ SSIF Swiss Capital S.A. or Eligible Participant. If a Retail Investor has concluded an investment services agreement with Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale,´ SSIF Swiss Capital S.A. or an Eligible Participant, such Retail Investor may validly subscribe for Offer Shares on the basis of orders given as a regular investment services business and by any means of communication provided by such an agreement, without being required to submit a Subscription Form. Subscriptions for Offer Shares will not be validated where: • the amount transferred into the relevant RON Collection Account or the brokerage account(s) or indicated in the settlement commitment statement or the bank guarantee is less than to the number of Offer Shares subscribed by that Retail Investor multiplied by the top of the Offer Price Range; or • the subscription procedures were not complied with. Subscriptions for Offer Shares that are not validated will not be considered in the allocation process. In case of investors whose subscriptions for Offer Shares were not validated, the relevant investors will be notified accordingly and the amounts paid will be returned to them in the account referred to in the Subscription Form within five business days from the end of the Offer Period.

Payment Evidence for subscriptions by Retail Investors Subscriptions for Offer Shares by Retail Investors will be validated only if the Subscription Forms are accompanied by the documents listed at ‘‘Subscription of Offer Shares by Retail Investors—Subscription Documents for Retail Investors’’ below and by one of the following documents (each, a ‘‘Payment Evidence’’): a) Evidence that the price for the Offer Shares subscribed by that Retail Investor has been paid, as follows: • for subscriptions through Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale´ or SSIF Swiss Capital S.A.—proof (payment order) that the price for the subscribed Offer Shares has been transferred to the RON Collection Accounts opened by Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale´ or SSIF Swiss Capital S.A. or the brokerage account(s), as applicable,

288 provided that such amount credits the relevant account before the close of the last banking day of the Offer Period; or • for subscriptions through an Eligible Participant—the subscription price for the Offer Shares may be paid, in cash or by bank transfer, depending on the internal procedures of the respective Eligible Participant, as applicable, as communicated by each Eligible Participant to the relevant Retail Investors. The RON Collection Accounts for subscriptions of Offer Shares are the following: • for subscriptions of Offer Shares through Raiffeisen Bank S.A.—the RON bank account having the IBAN RO93RZBR0000060004592833 with Raiffeisen Bank S.A.; • for subscriptions of Offer Shares through BRD Groupe Societ´ e´ Gen´ erale´ —the RON bank account having the IBAN RO67BRDE427SV00060054270 opened with BRD Groupe Societ´ e´ Gen´ erale;´ • for subscriptions of Offer Shares through Swiss Capital S.A.—the RON bank account having the IBAN RO58BRDE450SV73896414500 opened with BRD Groupe Societ´ e´ Gen´ erale.´ The payment order must contain the personal number / passport number / identification code of the Retail Investor. The account number to be filled in by a Retail Investor in the Subscription Form must be the number of the account out of which the subscription amount is effectively transferred to the relevant RON Collection Account or the brokerage account(s) except where the relevant subscription amount is transferred directly in cash (in case of subscription through an Eligible Participant which has internal procedures allowing cash payments). Investors must take into account possible transfer fees and, if applicable, account opening fees. The amounts transferred by Retail Investors, representing the value of the subscribed Offer Shares, will not bear interest in favour of such Retail Investors; interest accrued on the funds deposited in the RON Collection Accounts shall be paid to the Company. Each payment order is equivalent to a subscription and combining several payment orders for one single valid subscription is not possible. Neither Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale´ or SSIF Swiss Capital S.A. will be liable if, for reasons outside its control, the relevant accounts are not effectively credited with the amounts representing the value of the subscriptions before the close of the last banking day of the Offer Period. b) Settlement commitment statement issued by the custodian agent undertaking the responsibility for the settlement; c) Bank guarantee letter issued by a credit institution from the European Union for the purpose of covering the settlement risk undertaken by Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale,´ SSIF Swiss Capital S.A. or Eligible Participant; or d) Settlement commitment statement issued by the Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale,´ SSIF Swiss Capital S.A or Eligible Participant undertaking the responsibility for the settlement in compliance with the Romanian FSA limitations. Retail Investors which have an investment services agreement with one of Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale,´ SSIF Swiss Capital S.A. or an Eligible Participant and which subscribe through Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale,´ SSIF Swiss Capital S.A. or an Eligible Participant, may also subscribe using the amounts existing in the brokerage account(s). In this case, Retail Investors shall ensure that the existing amounts from their brokerage account(s) and/or the settlement commitment statement fully cover the subscribed amount. A subscription cannot be covered by a mix of amounts available in the brokerage account(s) and a payment order directly into the RON Collection Account for the remaining amount. The existing cash from the client account opened with Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale,´ SSIF Swiss Capital S.A. or an Eligible Participant which is designed for the payment of the subscribed Offer Shares cannot be used by the Retail Investor for other transactions. If the amount transferred by a Retail Investor into the relevant RON Collection Account or the brokerage account(s) or indicated in the bank guarantee or settlement commitment statement is higher than the top of the Offer Price Range multiplied by the number of Offer Shares indicated by that Retail Investor in the Subscription Form, the subscription will only be validated for the number of Offer Shares mentioned in the Subscription Form or in the order given as a regular investment services business. In

289 circumstances where the amount transferred to the RON Collection Account or the brokerage account(s) or indicated in the settlement commitment statement is lower than the subscribed amount, the Subscription Form will be invalidated for the entire amount subscribed.

Subscription documents for Retail Investors In order to be accepted, Subscription Forms for Offer Shares subscribed for by Retail Investors must be accompanied by a Payment Evidence and by the documents set out below, depending on each type of Retail Investor and on whether the relevant investor subscribes through Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale,´ SSIF Swiss Capital S.A. or an Eligible Participant. If a Retail Investor has concluded an investment services agreement with Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale,´ SSIF Swiss Capital S.A. or an Eligible Participant, such Retail Investor may validly subscribe for Offer Shares, without being required to submit the identification documentation listed below, unless any changes occurred in relation to his/her/its identification data since the latest update. In case a Retail Investor subscribing through Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale,´ SSIF Swiss Capital S.A. or an Eligible Participant has not concluded a valid investment services contract with Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale,´ SSIF Swiss Capital S.A. or an affiliate of Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale,´ SSIF Swiss Capital S.A. or in any case with a relevant or an Eligible Participant, the Subscription Form duly filled in by the Retail Investor in two original copies shall be accompanied by a Payment Evidence and by the following documents:

Resident individuals • ID (original and copy). subscribing in their own name: Resident individuals • ID (original and copy) of the representative and the ID (in copy) of subscribing in the name of the represented individual; and other individuals: • Power of attorney in authenticated form (original and copy). Resident individuals with no • ID (original and copy) of the resident individual subscribing for the legal capacity (impaired represented individual and the ID of the person with no legal capacity judgment) or placed under (copy); guardianship: • Passport (original and copy) and/or residence permit (original and copy) of the individual subscribing for the person with no legal capacity—applicable only to foreign citizens; and • The guardianship document or, as appropriate, the trustee or the special trustee document. Resident corporate entities • Registration certificate issued by the Trade Registry (copy); subscribing in their own name: • Updated constitutive act (copy certified for its conformity with the original by the legal representative of the legal person); • Original certificate of current standing issued by the Trade Registry (issued no more than 30 business days prior to the date of subscription); • Power of attorney/Mandate in original for the person signing the Subscription Form, issued as stipulated by the constitutive act, or proof that the person concerned is legally representing the subscribing corporate entity, with individual representation right (if the company is collectively represented by two or more persons who all are present for the signing of the Subscription Form, such proof shall be presented for all such persons) (power of attorney in original and any other documents certified for their conformity with the original by the legal representative of the legal entity); and

290 • ID (original and copy) of the person subscribing in the name of the legal person. Non-resident individual • Passport or ID for citizens of the EU/EEA (original and copy). subscribing in their own name: Non-resident individual • Passport or ID, for citizens of the EU/EEA (copy) for the represented subscribing through resident individual; authorised representatives: • ID for the authorised representative (original and copy); and • Authenticated power of attorney setting out that the representative is authorised to act in the name of the non-resident individual (original and copy). Non-resident corporate • Certificate of incorporation of the non-resident corporate entity issued entities subscribing in their by the Trade Registry or by any equivalent institution, if existing own name: (copy); • Updated constitutive act of the non-resident corporate entity (copy certified as true to the original by the legal representatives of the non-resident corporate entity); • Certificate of current standing, in original, for the non-resident corporate entity evidencing the legal representatives of the non-resident entity issued by the Trade Registry or by an equivalent institution (issued no more than 30 business days prior to the date of subscription). If no authority or institution is authorised to issue such certificate, any corporate document evidencing the legal representatives of the non-resident corporate entity shall be submitted (issued no more than 30 business days prior to the date of subscription); such corporate document of the non-resident corporate entity shall set out clearly whether the legal representatives are entitled to act individually or jointly; • In case subscriptions are made through a person other than the legal representative(s) of the non-resident corporate entity, the power of attorney/mandate signed by the legal representatives of the non-resident corporate entity empowering the respective person to subscribe on behalf of the non-resident corporate entity in the Offer Shares (in original and in copy); and • IDs for the person making the subscription as legal representative or attorney in fact of the non-resident corporate entity: passport, ID (for citizens of EU/EEA) (copy). Non-resident corporate • Certificate of incorporation of the non-resident corporate entity issued entities subscribing through a by the Trade Registry or by any equivalent institution, if existing resident corporate entity (copy); • Updated constitutive act of the non-resident corporate entity (copy certified as true to the original by the legal representatives of the non-resident corporate entity); • Certificate of current standing, in original, for the non-resident corporate entity evidencing the legal representatives of the non-resident entity issued by the Trade Registry or by an equivalent institution (issued no more than 30 business days prior to the date of subscription). If no authority or institution is authorised to issue such certificate, any corporate document evidencing the legal representatives of the non-resident corporate entity shall be submitted (issued no more than 30 business days prior to the date of subscription); such corporate document shall set out clearly whether the legal representatives are entitled to act individually or jointly;

291 • Incorporation certificate for the representing resident corporate entity issued by the Trade Registry (copy); • Updated constitutive act of the representing resident corporate entity (copy certified for its conformity with the original by the legal representative of the legal person); • Certificate of current standing, in original, for the representing resident corporate entity issued by the Trade Registry (not older than 30 business days prior to the date of subscription); • ID for the legal representative of the representing resident corporate entity subscribing on behalf of the non-resident corporate entity (original and copy); and • Power of attorney signed by the legal representative(s) of the non-resident corporate entity empowering the resident corporate entity to subscribe to the Offering. IFIs • Constitutive act of the IFI or a copy of the Romanian law whereby Romania accepts or adheres to the constitutive act of the relevant IFI; • Power of attorney/Certificate empowering the person who will sign the Subscription Form to subscribe on behalf of the IFI (in original or notarised copy); and • ID for the person who signs the Subscription Form on behalf of the IFI (copy). Resident/non-resident • ID (copy), in case of resident individuals; individual represented by an • Passport or ID for citizens of the EU/EEA (copy), in case of asset management company non-resident individuals; through a portfolio management mandate • Representation mandate (original and copy); Documents for the asset • Registration certificate issued by the Trade Registry (copy); management company • Updated constitutive act (copy certified for its conformity with the original by the legal representative of the legal person); • Original certificate of current standing issued by the Trade Registry (issued no more than 30 business days prior to the date of subscription); • Power of attorney/Mandate in original for the person signing the Subscription Form, issued as stipulated by the constitutive act, or proof that the person concerned is legally representing the subscribing corporate entity, with individual representation right (if the company is collectively represented by two or more persons who all are present for the signing of the Subscription Form, such proof shall be presented for all such persons) (power of attorney in original and any other documents certified for their conformity with the original by the legal representative of the legal entity); and • ID (original and copy) of the person subscribing in the name of the legal person. Entities managed by other • The documents listed below shall be submitted for the corporate entity resident or non-resident that manages the respective entity and shall be accompanied by the corporate entities (eg. authorisation received by the respective entity from the competent Investment funds, pension supervisory authority funds) • Registration certificate issued by the Trade Registry (copy); • Updated constitutive act (copy certified for its conformity with the original by the legal representative of the legal person);

292 • Original certificate of current standing issued by the Trade Registry (issued no more than 30 business days prior to the date of subscription); • Power of attorney/Mandate in original for the person signing the Subscription Form, issued as stipulated by the constitutive act, or proof that the person concerned is legally representing the subscribing corporate entity, with individual representation right (if the company is collectively represented by two or more persons who all are present for the signing of the Subscription Form, such proof shall be presented for all such persons) (power of attorney in original and any other documents certified for their conformity with the original by the legal representative of the legal entity); and • ID (original and copy) of the person subscribing in the name of the legal person. The entity through which an investor subscribes is entitled to request any additional documents for the purpose of carrying out its duty to comply with the ‘‘know your customer’’ rules, based on its internal norms and procedures of client identification. Documents in a language other than Romanian or English submitted by an investor, legal person or entity with no legal personality shall be accompanied by a notarised translation thereof in Romanian or English.

Subscription of Offer GDRs By subscribing for Offer GDRs, each investor confirms having read this Prospectus, having accepted the terms and conditions set out in this Prospectus and having made the subscription according to the terms included in this Prospectus.

Subscription of Offer GDRs by Institutional Investors Subscriptions for Offer GDRs by Institutional Investors can be made only through the Managers. Institutional Investors can subscribe for Offer GDRs during the entire Offer Period during the working hours of the Managers. Valid subscriptions for Offer GDRs by Institutional Investors will be collected in the Book. Neither the contents of the Book nor any information related to subscriptions for Offer GDRs by Institutional Investors (including, but not limited to, the subscription level) will be made public. Institutional Investors which have concluded an investment services agreement with a Manager or an affiliate of a Manager may validly subscribe for Offer GDRs on the basis of orders given as a regular investment services business and by any means of communication provided by such an agreement, without being required to submit any Subscription Form or identification documentation. Institutional Investors which have not concluded an investment services agreement with a Manager or an affiliate of a Manager may validly subscribe for Offer GDRs only if they submit the documentation required by the relevant Manager.

Subscription of Offer GDRs by Large Retail Investors The minimum subscription for Offer GDRs by a Large Retail Investor must be for no less than 5,001 Offer GDRs. Subscriptions for Offer GDRs by Large Retail Investors can be made only through Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale,´ SSIF Swiss Capital S.A., at their headquarters. Retail Investors can subscribe for Offer GDRs during the entire Offer Period, each business day between 9:00 and 17:00 (Romanian time) and between 9:00 and 13:00 (Romanian time) on the last day of the Offer. Valid subscriptions for Offer GDRs by Large Retail Investors will be collected in the internal records of Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale´ and SSIF Swiss Capital S.A..

293 A subscription for Offer GDRs by a Large Retail Investor is made by submitting: (1) a Subscription Form, which will be available at the headquarters of Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale´ or SSIF Swiss Capital S.A. or as otherwise communicated by them. If a Large Retail Investor has concluded an investment services agreement with Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale´ or SSIF Swiss Capital S.A., such Retail Investor may validly subscribe for Offer GDRs on the basis of orders given as a regular investment services business and by any means of communication provided by such an agreement, without being required to submit any Subscription Form. (2) an evidence (consisting of payment order) that the US dollars price for the subscribed Offer GDRs has been transferred to the US Dollar Collection Account opened by Raiffeisen Bank SA, BRD Groupe Societ´ e´ Gen´ erale´ or SSIF Swiss Capital S.A., which it subscribed through, provided that such amount credits the relevant US Dollar Collection Account before the close of the last banking day of the Offer Period. The collection accouns for subscription of Offer GDRs by Large Retail Investors (the ‘‘US Dollar Collection Accounts’’) are the following: • for subscriptions of Offer GDRs through Raiffeisen Bank S.A.—the USD bank account having IBAN RO65RZBR0000060016153409 opened with Raiffeisen Bank S.A.; • for subscriptions of Offer GDRs through BRD Groupe Societ´ e´ Gen´ erale´ S.A.—the USD bank account having IBAN RO45BRDE427SV00080864270opened with BRD Groupe Societ´ e´ Gen´ eraleS.A.;´ and • for subscriptions of Offer GDRs through SSIF Swiss Capital S.A.—the USD bank account having IBAN RO45BRDE450SV73896674500opened with BRD—Groupe Societ´ e´ Gen´ erale´ S.A. For the avoidance of doubt, the price for the subscribed Offer GDRs must be paid in US dollars. The payment order must contain the personal number / passport number / identification code of the Large Retail Investor. The account number to be filled in by a Large Retail Investor in the Subscription Form must be the number of the account out of which the subscription amount is effectively transferred to the relevant US Dollar Collection Account. Investors must take into account possible transfer fees and, if applicable, account opening fees. No deposit in cash directly to the US Dollar Collection Accounts is accepted. Each payment order is equivalent to a single subscription and combining more than one payment order for one single valid subscription is not permitted. The amounts transferred by Retail Investors into the US Dollar Collection Accounts representing the value of the subscribed Offer GDRs, will not bear interest in favour of such Large Retail Investors and interest accrued on the funds deposited in the US Dollar Collection Accounts shall be paid to the Company. (3) the applicable documents provided at section ‘‘Subscription Documents for Investors’’. Subscriptions related to Offer GDRs for which (a) the US dollar amount transferred into the relevant US Dollar Collection Account is less than the number of Offer GDRs subscribed for by that Large Retail Investor multiplied by the top of the Offer Price Range, or (b) the subscription procedures were not complied with, will not be validated. Subscriptions for Offer GDRs that are not validated will not be considered in the allocation process. In case of Large Retail Investors whose subscriptions for Offer GDRs were not validated, the amounts paid will be returned to them in the account referred to in the Subscription Form within five business days from the end of the Offer Period. If the US dollar amount transferred by a Large Retail Investor into the relevant US Dollar Collection Account is higher than the top of the Offer Price Range multiplied by the number of Offer GDRs indicated by that Large Retail Investor in the Subscription Form, the subscription will only be validated for the number of Offer GDRs mentioned in the Subscription Form. In circumstances where the US dollar amount transferred to the relevant US Dollar Collection Account is lower than the subscribed amount, the Subscription Form will be invalidated for the entire amount subscribed. None of Raiffeisen Bank S.A., BRD Groupe Societ´ e´ Gen´ erale,´ SSIF Swiss Capital S.A. will be liable if, for reasons outside its control, the indicated US Dollar Collection Account is not effectively credited with the amount representing the value of the subscription before the close of the last banking day of the Offer Period.

294 Change and Withdrawal of Subscriptions Institutional Investors may change or withdraw their initial subscription for Offer Securities until the last day of the Offer Period (inclusive). The change of subscriptions will be subject to the same submission, processing and validation requirements as the ones for the initial subscription. Retail Investors may not change or withdraw any subscriptions for Offer Securities. If the Prospectus is subject to an amendment, subscriptions may be withdrawn by any investor within two business days from the date when the respective amendment to the Prospectus was published. In such case, Retail Investors may withdraw their subscriptions for Offer Securities by filling in a revocation form at the same unit of the Manager or Eligible Participant where the subscription was made.

Allocation of the Offer Securities The subscribed Offer Securities will be allocated to investors by the Company, upon the recommendation of the Joint Global Coordinators and Joint Bookrunners, on the Allocation Date. The final number of Offer Securities and the final size of each Offer Tranche will be decided by the Company upon the recommendation of the Joint Global Coordinators and Joint Bookrunners, based on the level of subscriptions in the Book, on the Allocation Date.

Allocation of Offer Securities within the Small Retail Tranche and the Large Retail Tranche If the numbers of Offer Securities validly subscribed within the Small Retail Tranche or the Large Retail Tranche is lower than, or equal to, the Offer Securities allocated to the Small Retail Tranche or the Large Retail Tranche (as determined on the Allocation Date), each Retail Investor will receive the number of subscribed Offer Securities. Small Retail Investors will be given a guaranteed allocation of 100% for maximum 1,000 Offer Shares subscribed per Small Retail Investor on a first come first served basis up to a total of 10 million Offer Shares. For subscriptions in the Small Retail Tranche that do not receive guaranteed allocation, the allocation will be pro rata. For the Offer Shares subscribed in the Large Retail Tranche, the allocation will be pro rata. The allocation factor shall be computed separately for the Small Retail Tranche and for the Large Retail Tranche, depending on the level of subscription in each tranche. The allocation factor for the Small Retail Tranche is determined after excluding the 10 million Offer Shares for which there is a guaranteed allocation. If the number of Offer Securities allocated to a subscription after the pro rata allocation is not an integer, the number of Offer Securities allocated to the relevant subscription shall be rounded down to the immediately lower integer. For the purpose of allocating any fractions resulting from the process of such pro rata allocation, Retail Investors in each Retail Tranche shall be ranked in decreasing order of the subscription size, within the same volume level in increasing order based on the moment when the order was registered in the trading system and the resulting unallocated Offer Securities shall be allocated one per Retail Investor (but so that the number of Securities allocated in aggregate to a subscription does not to exceed the number of Offer Securities initially requested through that subscription), starting with the largest allocation. The same allocation factor will be applied to the allocation of Offer Shares and to the allocation of Offer GDRs within the Large Retail Tranche. For the purpose of allocation in the Large Retail Tranche, the subscriptions made for GDRs within the Large Retail Tranche shallbe included in the same allocation mechanism, based on the notifications provided to the BSE at the end of the Offering Period by Raiffeisen Bank S.A., BRD Groupe Societe Generale and SSIF Swiss Capital SA with regard to the GDR subscriptions in the Large Retail Tranche. In case of over-subscription, Retail Investors will be reimbursed the difference between the amount paid for the subscribed Offer Securities and the value of the allocated Offer Securities (less the bank transfer fees and any applicable market institutions’ fees) as detailed in ‘‘Offer Price’’ above. Factors outside the control of the Company or the Managers may lead to delays in processing the data and in preparing and sending the notice regarding the Offering results to the Romanian FSA. As a consequence, neither Company, nor the Managers will be liable for delays in the return of the amounts due to the investors in the event that the Offering is over-subscribed. In such circumstances, the Company and the Managers shall have no liability to any investors.

295 Shares allocated to Retail Investors will be automatically transferred into ‘‘Section 1’’ of the Central Depositary after the Settlement Date, except for the Offer Shares allocated to those Retail Investors who have a valid brokerage contract with the Manager or Eligible Participant through which they have subscribed in the Offer.

Allocation of Offer Securities within the Institutional Investors Tranche The number of Offer Securities allocated to each Institutional Investor will be determined by the commission coordinating the privatisation process, upon the recommendation and together with the Joint Global Coordinators and Joint Bookrunners, on the basis of the Book, and considering a ratio between the Offer Securities allocated to the long term investors and the Offer Securities allocated to the short term investors of more than 5:1. For the purpose of this paragraph, ‘‘long-term investors’’ means investors which, in the Joint Global Coordinators and Joint Bookrunners’ opinion, intend to keep the Securities for at least one year, and ‘‘short-term investors’’ means investors which, in the Joint Global Coordinators and Joint Bookrunners’ opinion, intend to keep the Securities for less than one year. When allocating the Offer Securities (in the form of Shares and/or GDRs) within the Institutional Investors Tranche, the Company and the Joint Global Coordinators and Joint Bookrunners may consider, among others, certain qualitative criteria such as: investment policy, knowledge of the Institutional Investors with companies operating in the same field as the Company; number of subscribed Offer Securities and support of the Offer; whether the subscription was received at the beginning of, or early in, the Offer Period; the price offered for the Offer Securities; qualitative feedback during pre-marketing process; focus on the energy industry and/or on the Central and Eastern European region; assets under management; equity investments in Romania or Central and Eastern Europe; other criteria that allow a high quality investor base and a positive evolution of the market price of the Offer Securities after the closing of the Offer. By subscribing in the Offer, Institutional Investors acknowledge and agree that they may be allocated fewer Offer Securities than they have subscribed for or they may receive no Offer Securities at all. Institutional Investors also acknowledge and agree that they cannot refuse the allocation. Institutional Investors also acknowledge and agree that they will have no right to request, and the Company and the Joint Bookrunners shall have no obligation to disclose, the reasons for their allocation and pricing decisions.

Transaction Orders corresponding to valid subscriptions for Offer Shares made by the Retail Investors are entered by the Managers or Eligible Participants into the relevant segment of the BSE public offer market anytime during the Offer Period and in the last day of the Offer Period until 18:00 (Romanian time). On the Transaction Date until 16:00 (Romanian time), the orders corresponding to the Shares allocated to the investors in the Institutional Investors Tranche shall be registered in the relevant segment of the Bucharest Stock Exchange public offer market, exclusively in accordance with the allocations made by the Joint Global Coordinators and Joint Bookrunners together with the Company providing that the corresponding subscriptions are valid and the Payment Evidence is received. The allotment of the Offer Shares made by the Joint Global Coordinators and Joint Bookrunners together with the Company is mandatory and is legally binding for the Institutional Investors and the Manager which accepted the subscriptions from them. On the same date, the Managers will place the sell orders in the Bucharest Stock Exchange system. The Managers will carry out the trades related to the Offer Shares through the Bucharest Stock Exchange market dedicated to public offerings on the Transaction Date.

Settlement Settlement of the Offer Shares will be made through the Central Depositary clearing settlement system within three business days of the Transaction Date (the ‘‘Settlement Date’’). Payment for the GDRs is expected to be made in US dollars in same-day funds through the facilities of DTC, Euroclear and Clearstream, Luxembourg on the Closing Date. On the Settlement Date, the Depositary shall issue the Offer GDRs and Citigroup Global Markets Limited shall prefund, on behalf of the Managers, an amount in US dollars representing the subscription monies for them to an account held by it in the name of Electrica. On the date of delivery of the Offer GDRs to investors who subscribe for,

296 and have been allocated, Offer GDRs, Citigroup Global Markets Limited shall effect settlement of the Offer GDRs on a delivery versus payment basis to investors who have subscribed for, and been allotted, Offer GDRs. For further details of the settlement of the Offer GDRs, see ‘‘Settlement and Transfer— GDRs’’.

Stabilisation The Company has agreed, pursuant to the Underwriting Agreement, that Citigroup Global Markets Limited and Raiffeisen Bank S.A. (the ‘‘Stabilising Managers’’, and each of them separately a ‘‘Stabilising Manager’’) undertake stabilisation actions as further detailed below. The purpose of the stabilisation actions will be the creation of a legal basis allowing the Stabilising Managers to effect and settle stabilising transactions and the creation of a legal basis for the financing of the stabilising transactions. The Company anticipates that in connection with the Offering the Stabilising Managers will have the right to acquire Offer Securities on the BSE and or the London Stock Exchange pertaining to not more than 8,420,000 Offer Shares in order to stabilise the price of the Offer Securities at a level higher than that which may otherwise prevail if stabilisation actions were not taken. It is anticipated that under the Underwing Agreement, the acquisition of the Offer Securities as part of stabilising transactions by the Stabilising Managers will be subject to the applicable provisions of the Stabilisation Regulation. The purchase transactions related to the Offer Securities may be effected during the period not longer than the Stabilisation Period at a price not higher than the Final Offer Price. The Stabilising Managers will not, however, be required to take any of the above stabilisation actions. If such actions are taken by the Stabilising Managers, they may be discontinued at any time, however, not later than before the end of the Stabilisation Period. In connection with the stabilising actions that may be performed by the Stabilising Managers, the Company has agreed in the Underwriting Agreement, that the Stabilising Managers will retain 4.75% out of the gross proceeds obtained by the Company from the Offering to finance the stabilising actions. Any acquisition of Offer Shares or Offer GDRs by the Stabilising Managers in the course of the stabilising actions will ultimately result in the return of such Offer Securities free and clear of all encumbrances and/ or any remaining portion of the Stabilisation Proceeds which was not used in the stabilisation activities back to the Company by no later than the third working day following the end of the Stabilisation Period. No assurance may be given that stabilisation actions, if taken, will bring the expected results.

Other Relationships The Managers and their respective affiliates have engaged in transactions with, and performed various investment banking, commercial banking, financial advisory and other services for, the Company and Department for Energy and their respective affiliates, for which they received customary fees. The Managers and their respective affiliates may provide such services for the Company and the State either represented by the Ministry of Economy acting through the Department for Energy and their respective affiliates in the future. In connection with the Offer, each of the Managers and any affiliate, acting as an investor for its own account may take up Offer Securities and in that capacity may retain, purchase or sell for its own account such Offer Securities and any related investments and may offer or sell such Offer Securities or other investments otherwise than in connection with the Offer. Accordingly, references in this Prospectus to the Offer Securities being offered or placed should be read as including any offering or placement of Offer Securities to the Managers and any affiliate acting in such capacity. None of the Managers intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, in connection with the Offer, certain of the Managers may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements where securities are used as collateral, which could result in such Managers acquiring shareholdings in the Company.

297 SELLING AND TRANSFER RESTRICTIONS General The distribution of this Prospectus and the offering of the Offer Securities in certain jurisdictions may be restricted by law and, therefore, persons into whose possession this Prospectus comes should inform themselves about and observe any restrictions, including those set out in the paragraphs which follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Prospectus does not constitute an offer to subscribe for or purchase any of the Offer Securities offered hereby to any person in any jurisdiction where it is unlawful to make such offer or solicitation in such jurisdiction. Subscribers for or purchasers of the Offer Securities may be required to pay stamp duty and other charges in accordance with the laws and practices of the country of subscription for or purchase, as the case may be, in addition to the Final Offer Price.

No Public Offering Outside Romania No action has been or will be taken in any country or jurisdiction (other than in Romania) that would permit a public offering of the Offer Securities or possession or distribution of this Prospectus (or any other offering or publicity material relating to the Offer Securities) in any country or jurisdiction where action for that purpose is required or doing so may be restricted by law. Accordingly, the Offer Securities may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other offering material or advertisements in connection with the Offer Securities may be distributed or published in or from any country or jurisdiction (other than in Romania), except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. This Prospectus may only be distributed to the public and the Offer Securities may only be offered for sale or purchase in Romania in compliance with the Capital Markets Law, the Romanian National Securities Commission Regulation no. 1/2006 on issuers and operations with securities, Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC with respect to information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and the dissemination of advertisements, and other applicable mandatory provisions of law.

European Economic Area In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a ‘‘Relevant Member State’’) (except for Romania), with effect from and including the date on which the Prospectus Directive is implemented in that member state (the ‘‘Relevant Implementation Date’’), the Offer Securities may not be offered to the public in that Relevant Member State, except that, with effect from and including the Relevant Implementation Date, the Offer Securities may be offered to the public in that relevant member state under the following exemptions under the Prospectus Directive: (i) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (ii) at any time to any legal entity which has two or more of (a) an average of at least 250 employees during the last financial year; (b) a total balance sheet of more than EUR 43 million; and (c) an annual net turnover of more than EUR 50 million, as shown in its last annual or consolidated accounts; (iii) to fewer than 100 natural or legal persons (other than Qualified Investors as defined in the Prospectus Directive) (or 150 if the Relevant Member State has implemented the Amendment Directive (Directive 2010/73/EC)) subject to obtaining the prior consent of the Managers for any such offer; or (iv) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Offer Securities shall result in a requirement for the publication by the Company or any Manager of a Prospectus pursuant to Article 3 of the Prospectus Directive.

298 The Romanian-language version of this Prospectus has been approved by the Romanian FSA but, save for its notification to the FCA, it has not been, and will not be, approved by or notified to any other competent authority of the European Economic Area. For the purposes of this notice to investors, the expression ‘‘offer of the Offer Securities’’ in relation to any of the Offer Securities in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the Offer Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Offer Securities as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state. Each subscriber for or purchaser of the Offer Securities in the Offering located within a member state of the European Economic Area (other than Romania) will be deemed to have represented, acknowledged and agreed that it is a ‘‘Qualified Investor’’ within the meaning of Article 2(1)(e) of the Prospectus Directive. The Company, the Managers, their affiliates and others will rely upon the truth and accuracy of the foregoing representation, acknowledgement, and agreement.

United Kingdom The Romanian-language version of this Prospectus has been approved by the Romanian FSA but has not been, and will not be, approved by or notified to the Financial Services Authority of the United Kingdom. Each Manager has represented, warranted and agreed that: (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the sale of any of the Offer Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offer Securities in, from or otherwise involving the United Kingdom.

United States The Offer Securities have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction and, accordingly, may not be offered or sold within the United States, except to QIBs in reliance on Rule 144A under the Securities Act and Regulation S under the Securities Act. Terms used in this paragraph that are defined in Rule 144A or Regulation S are used herein as so defined.

Regulation S Each subscriber of the Offer Securities outside the United States, by accepting delivery of this Prospectus, will be deemed to have represented, agreed and acknowledged as follows: (a) It: (a) is aware that the sale of the Offer Securities is being made pursuant to and in accordance with Rule 903 or 904 of Regulation S; (b) is, or at the time such Offer Securities are purchased will be, the beneficial owner of those Offer Securities; and (c) is, and the person, if any, for whose account it is acquiring such Offer Securities is, located outside the United States (within the meaning of Regulation S) and is purchasing the Offer Securities in an offshore transaction meeting the requirements of Regulation S. (b) It is not the Company’s affiliate or a person acting on behalf of such an affiliate. (c) It understands that the Offer Securities have not been and will not be registered under the Securities Act and may not be offered, resold, pledged or otherwise transferred except (a) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S; or (b) to a person whom the seller and any person acting on its behalf reasonably believe is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A, in each case in accordance with any applicable securities laws of any state of the United States. (d) It acknowledges that the Company, the Managers and the Company’s respective affiliates will rely upon the truth and accuracy of the acknowledgements, representations and agreements in the foregoing paragraphs.

299 (e) It represents and agrees that it is not and for so long as it holds the Offer Securities (or any interest therein) will not be (i) an ‘‘employee benefit plan’’ as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, (ii) a ‘‘plan’’ as defined in and subject to Section 4975 of the Code, (iii) an entity whose underlying assets include the assets of any such employee benefit plan subject to ERISA or other plan subject to Section 4975 of the Code, or (iv) a governmental, church or non-US plan which is subject to any state, local, other federal law of the United States or non-US law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code. The Company will not recognise any resale or other transfer, or attempted resale or other transfer, in respect of the Offer Securities made other than in compliance with the above stated restrictions.

Rule 144A Each subscriber of the Offer Securities within the United States, by accepting delivery of this Prospectus, will be deemed to have represented, agreed and acknowledged as follows: (a) It acknowledges that the Offer Securities have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States and are subject to significant restrictions on transfer. (b) It is: (i) a QIB; (ii) aware, and each beneficial owner of such Offer Securities has been advised, that the sale to it is being made in reliance on Rule 144A; and (iii) acquiring such Offer Securities for its own account or for the account of a QIB. (c) It agrees (or if it is acting for the account of another person, such person, has confirmed to it that such person agrees) that it (or such person) will not offer, resell, pledge or otherwise transfer those Offer Securities except (a) to a person whom it and any person acting on its behalf reasonably believe is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A; (b) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S; or (c) in accordance with Rule 144 under the Securities Act (if available), in each case in accordance with any applicable securities laws of any state of the United States. The purchaser will, and each subsequent holder is required to, notify any subsequent purchaser from it of those Offer Securities of the resale restrictions referred to in (a), (b) and (c) above. No representation can be made as to the availability of the exemption provided by Rule 144 for resale of the Offer Securities. (d) Notwithstanding anything to the contrary in the foregoing paragraphs, the Offer Securities may not be deposited into any unrestricted depositary facility established or maintained by a depositary bank, unless and until such time as those Offer Securities are no longer ‘‘restricted securities’’ within the meaning of Rule 144(a)(3) under the Securities Act. (e) If it is acquiring Offer Securities for the account of one or more QIBs, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account. (f) It acknowledges that the Company, the Managers and the Company’s respective affiliates will rely upon the truth and accuracy of the acknowledgements, representations and agreements in the foregoing paragraphs. (g) It represents and agrees that it is not and for so long as it holds the Offer Securities (or any interest therein) will not be (i) an ‘‘employee benefit plan’’ as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, (ii) a ‘‘plan’’ as defined in and subject to Section 4975 of the Code, (iii) an entity whose underlying assets include the assets of any such employee benefit plan subject to ERISA or other plan subject to Section 4975 of the Code, or (iv) a governmental, church or non-US plan which is subject to any state, local, other federal law of the United States or non-US law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code.

300 The Company will not recognise any resale or other transfer, or attempted resale or other transfer, in respect of the Offer Securities made other than in compliance with the above stated restrictions. Purchasers are hereby notified that sellers of the Offer Securities may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

Other Jurisdictions The Offer Securities have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Offer Securities may not be offered or sold in Australia, Canada or Japan or to or for the account or benefit of any resident of the United States, Australia, Canada or Japan.

301 SETTLEMENT AND TRANSFER Offer Shares Settlement and transfer Transfers of Offer Shares within the Offering and secondary market sales of Offer Shares will be settled and cleared through the settlement system managed by the Central Depositary, in accordance with applicable Romanian regulations.

Central Depositary The Central Depositary, a Romanian joint stock company having its principal executive office at 34-36 Carol I Blvd., 3rd, 8th and 9th floors, Bucharest, 020922, Romania, is authorised and supervised by the Romanian FSA, and provides depositary, registrar, clearing and settlement services in connection with transactions involving financial instruments. The Central Depositary is the administrator of RoClear, the payment system assuring funds clearing and the settlement of transactions with financial instruments. All classes of securities traded on a Romanian regulated market or alternative trading system (including the Offer Shares after their admission to trading on the Regulated Spot Market of the Bucharest Stock Exchange) are mandatorily registered in the Central Depositary’s system for the purpose of performing securities operations in a centralised manner and maintaining records of such operations. All securities accepted in the Central Depositary’s system are dematerialised and evidenced by book-entry.

Registration and form The Shares have been issued as ‘‘nominative dematerialised titles’’ and will be admitted to trading on the Regulated Spot Market of the Bucharest Stock Exchange under the symbol ‘‘EL’’. In view of their admission to trading on the Regulated Spot Market of the Bucharest Stock Exchange, the Shares will be registered with the Romanian FSA and with the Central Depositary, in the latter’s capacity as registrar of the Company’s Shares. The Central Depositary will maintain the record of the aggregate holdings of Offer Shares. The Company will not impose any fees in respect of the Offer Shares; however, holders of Offer Shares may incur fees normally payable in respect of the maintenance and operation of accounts in the system of the Central Depositary.

Clearance and settlement procedures for shares Initial settlement For a description of the settlement procedures applicable to the transfers of the Offer Shares within the Offering, see ‘‘Subscription and Sale’’.

Secondary market trading For a description of the transfer restrictions relating to the Offer Shares, see ‘‘Selling and Transfer Restrictions’’.

General settlement procedures The transfer of the ownership rights over the Offer Shares will take place on the Settlement Date, in the clearing-settlement system managed by the Central Depositary. Transactions in Offer Shares are settled on a delivery versus payment basis, the Offer Shares being delivered only if the purchase price is paid. The ownership transfer is usually registered on a T+3 basis by debiting/crediting the relevant accounts. As an exception from the principle according to which the Offer Shares can be transferred only through a transaction on the Bucharest Stock Exchange, there are certain cases when the Central Depositary may operate direct ownership transfers over the Shares as an effect, among others, of: (i) successions; (ii) exit; (iii) assignment by the Company of its own Shares to its employees; (iv) when the Company obtains its own Shares following the withdrawal of the shareholders who do not agree with the decisions of the Company’s general shareholders meeting, according to the legal provisions in force; (v) merger, split or liquidation; (vi) enforcement of a final and irrevocable court decision; (vii) transfer

302 between a parent-company and its subsidiaries or among subsidiaries of the same parent-company, with the Romanian FSA’s prior consent; or (viii) other transfers of rights according to special laws or applicable regulations, with the express approval of the Romanian FSA or other relevant body. Direct ownership transfers over the Offer Shares will be operated by the Central Depositary within three days from the submission of the application and the complete applicable documentation. Offer Shares underlying the GDRs will be blocked in the Custodian’s amount offered with the Central Depositary to the benefit of the GDR Depositary, and will be subject to transjuridictions under the Deposit Agreement. See ‘‘Terms and Conditions of the Global Depositary Receipts.’’

General Although the foregoing sets out the procedures of the Central Depositary facilitating transfers of Offer Shares, the Central Depositary is not under any obligation to perform or continue to perform such procedures as provided above, and such procedures may be discontinued at any time. None of the Company, the Managers or their respective agents will have any responsibility for the performance by the Central Depositary or its respective participants of their respective obligations under the rules and procedures governing their operations at the date of this Prospectus.

GDRs Settlement and transfer Custodial and depositary links have been established between Euroclear, Clearstream, Luxembourg and DTC to facilitate the initial issue of the GDRs and cross-market transfers of the GDRs associated with secondary market trading.

The Clearing Systems Euroclear and Clearstream, Luxembourg Euroclear and Clearstream, Luxembourg each hold securities for participating organisations and facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of such participants. Euroclear and Clearstream, Luxembourg provide to their respective participants, among other things, services for safekeeping, administration, clearance and settlement of internationally-traded securities and securities lending and borrowing. Euroclear and Clearstream, Luxembourg participants are financial institutions throughout the world, including the Managers, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Euroclear and Clearstream, Luxembourg have established an electronic bridge between their two systems across which their respective clients may settle trades with each other. Indirect access to Euroclear or Clearstream, Luxembourg is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Euroclear or Clearstream, Luxembourg participant, either directly or indirectly. Distributions of dividends and other payments with respect to book-entry interests in the GDRs held through Euroclear or Clearstream, Luxembourg will be credited, to the extent received by the Depositary, to the cash accounts of Euroclear or Clearstream, Luxembourg participants in accordance with the relevant system’s rules and procedures.

DTC DTC is a limited-purpose trust company organised under the laws of the State of New York, a ‘‘banking organisation’’ within the meaning of the New York Banking Law, a member of the United States Federal Reserve System, a ‘‘clearing corporation’’ within the meaning of the New York Uniform Commercial Code and a ‘‘clearing agency’’ registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities for DTC participants and facilitates the clearance and settlement of securities transactions between DTC participants through electronic computerised book-entry changes in DTC participants’ accounts. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Indirect access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly.

303 Holders of book-entry interests in the GDRs holding through DTC will receive, to the extent received by the Depositary, all distributions of dividends or other payments with respect to book-entry interests in the GDRs from the Depositary through DTC and DTC participants. Distributions in the United States will be subject to relevant US tax laws and regulations. See ‘‘Taxation—Certain US Federal Income Tax Considerations’’. As DTC can act on behalf of DTC direct participants only, who in turn act on behalf of DTC indirect participants, the ability of beneficial owners who are indirect participants to pledge book-entry interests in the GDRs to persons or entities that do not participate in DTC, or otherwise take actions with respect to book-entry interests in the GDRs, may be limited.

Registration and form Book-entry interests in the GDRs held through Euroclear and Clearstream, Luxembourg will be represented by the Regulation S Master GDR registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee for The Bank of New York Mellon, London Branch, as common depositary for Euroclear and Clearstream, Luxembourg. Book-entry interests in the GDRs held through DTC will be represented by the Rule 144A Master GDR registered in the name of Cede & Co., as nominee for DTC, which will be held by The Bank of New York Mellon in New York, as custodian for DTC. As necessary, the Depositary will adjust the amounts of GDRs on the relevant register to reflect the amounts of GDRs held through Euroclear, Clearstream, Luxembourg and DTC, respectively. Beneficial ownership in the GDRs will be held through financial institutions as direct and indirect participants in Euroclear, Clearstream, Luxembourg and DTC. The aggregate holdings of book-entry interests in the GDRs in Euroclear, Clearstream, Luxembourg and DTC will be reflected in the book-entry accounts of each such institution. Euroclear, Clearstream, Luxembourg and DTC, as the case may be, and every other intermediate holder in the chain to the beneficial owner of book-entry interest in the GDRs, will be responsible for establishing and maintaining accounts for their participants and clients having interests in the book-entry interests in the GDRs. The Depositary will be responsible for maintaining a record of the aggregate holdings of GDRs registered in the name of the common depositary for Euroclear and Clearstream, Luxembourg and the nominee for DTC. The Depositary will be responsible for ensuring that payments received by it from TCS for holders holding through Euroclear or Clearstream, Luxembourg are credited to Euroclear or Clearstream, Luxembourg as the case may be, and the Depositary will also be responsible for ensuring that payments received by it from the Company for holders holding through DTC are received by DTC. The Company will not impose any fees in respect of the GDRs; however, holders of book-entry interests in the GDRs may incur fees normally payable in respect of the maintenance and operation of accounts in Euroclear, Clearstream, Luxembourg or DTC and certain fees and expenses payable to the Depositary in accordance with the terms of the Deposit Agreement and the GDR Terms and Conditions. See ‘‘Terms and Conditions of the Global Depositary Receipts.’’

Global clearance and settlement procedures Initial settlement The GDRs will be in global form evidenced by the two Master GDRs. Investors electing to hold book-entry interests in GDRs through Euroclear or Clearstream, Luxembourg accounts will follow the settlement procedures applicable to depositary receipts. DTC participants acting on behalf of purchasers electing to hold book-entry interests in the GDRs through DTC will follow the delivery practices applicable to depositary receipts.

Secondary market trading For a description of the transfer restrictions relating to the GDRs, see ‘‘Selling and Transfer Restrictions’’.

Trading between Euroclear and Clearstream, Luxembourg participants Secondary market sales of book-entry interests in the GDRs held through Euroclear or Clearstream, Luxembourg to purchasers of book-entry interests in the GDRs through Euroclear or Clearstream, Luxembourg will be conducted in accordance with the normal rules and operating procedures of Euroclear

304 or Clearstream, Luxembourg and will be settled using the normal procedures applicable to depositary receipts.

Trading between DTC participants Secondary market sales of book-entry interests in the GDRs held through DTC will occur in the ordinary way in accordance with DTC rules and will be settled using the procedures applicable to depositary receipts if payment is effected in US dollars, or free of payment if payment is not effected in US dollars. Where payment is not effected in US dollars, separate payment arrangements outside DTC are required to be made between the DTC participants.

Trading between a DTC seller and Euroclear/Clearstream, Luxembourg purchaser When book-entry interests in the GDRs are to be transferred from the account of a DTC participant to the account of a Euroclear or Clearstream, Luxembourg participant, the DTC participant must send to DTC a delivery free of payment instruction at least two business days prior to the settlement date. DTC will in turn transmit such instruction to Euroclear or Clearstream, Luxembourg, as the case may be, on the settlement date. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear or Clearstream, Luxembourg participant. On the settlement date, DTC will debit the account of its DTC participant and will instruct the Depositary to instruct Euroclear or Clearstream, Luxembourg, as the case may be, to credit the relevant account of the Euroclear or Clearstream, Luxembourg participant, as the case may be. In addition, on the settlement date, DTC will instruct the Depositary to: • decrease the amount of book-entry interests in the GDRs registered in the name of a nominee for DTC and represented by the Rule 144A Master GDR; and • increase the amount of book-entry interests in the GDRs registered in the name of the common nominee for Euroclear and Clearstream, Luxembourg and represented by the Regulation S Master GDR.

Trading between a Clearstream, Luxembourg/Euroclear seller and DTC purchaser When book-entry interests in the GDRs are to be transferred from the account of a Euroclear or Clearstream, Luxembourg participant to the account of a DTC participant, the Euroclear or Clearstream, Luxembourg participant must send to Euroclear or Clearstream, Luxembourg a delivery free of payment instruction at least one business day prior to the settlement date. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear or Clearstream, Luxembourg participant, as the case may be. On the settlement date, Euroclear or Clearstream, Luxembourg, as the case may be, will debit the account of its participant and will instruct the GDR Depositary to instruct DTC to credit the relevant account of Euroclear or Clearstream, Luxembourg, as the case may be, and will deliver such book-entry interests in the GDRs free of payment to the relevant account of the DTC participant. In addition, Euroclear or Clearstream, Luxembourg, as the case may be, shall on the settlement date instruct the Depositary to: • decrease the amount of the book-entry interests in the GDRs registered in the name of the common nominee and evidenced by the Regulation S Master GDR; and • increase the amount of the book-entry interests in the GDRs registered in the name of a nominee for DTC and represented by the Rule 144A Master GDR.

General Although the foregoing sets forth the procedures of Euroclear, Clearstream, Luxembourg and DTC in order to facilitate the transfers of interests in the GDRs among participants of Euroclear, Clearstream, Luxembourg and DTC, none of Euroclear, Clearstream, Luxembourg or DTC are under any obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the Managers, the Depositary, the Custodian or their respective agents will have any responsibility for the performance by Euroclear, Clearstream, Luxembourg or DTC or their respective participants of their respective obligations under the rules and procedures governing their operations.

305 Settlement of the GDRs Payment for the GDRs is expected to be made in US dollars in same-day funds through the facilities of DTC, Euroclear and Clearstream, Luxembourg on the Closing Date. Book-entry interests in the GDRs held through Euroclear and Clearstream, Luxembourg will be represented by the Regulation S Master GDR registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee for The Bank of New York Mellon, London Branch, as common depositary for Euroclear and Clearstream, Luxembourg. Book-entry interests in the GDRs held through DTC will be represented by the Rule 144A Master GDR registered in the name of Cede & Co., as nominee for DTC, which will be held by The Bank of New York Mellon in New York, as custodian for DTC. Except in limited circumstances described herein, investors may hold beneficial interests in the GDRs evidenced by the corresponding Master GDR only through DTC, Euroclear or Clearstream, Luxembourg, as applicable. Transfers within DTC, Euroclear and Clearstream, Luxembourg will be in accordance with the usual rules and operating procedures of the relevant system.

306 INFORMATION RELATING TO THE DEPOSITARY The Depositary is a state-chartered New York banking corporation and a member of the United States Federal Reserve System subject to regulation and supervision principally by the United States Federal Reserve Board and the New York State Banking Department. The Depositary was constituted in 1784 in the State of New York. It is a wholly-owned subsidiary of The Bank of New York Mellon Corporation, a Delaware bank holding company. The principal office of the Depositary is located at One Wall Street, New York, NY 10286. Its principal administrative offices are located at 101 Barclay Street, New York, NY 10286. A copy of the Depositary’s Articles, as amended, together with copies of The Bank of New York Mellon Corporation’s most recent quarterly financial statements and annual report are available for inspection at www.bnymellon.com or the principal office of the Depositary located at One Wall Street, New York, NY 10286 and at The Bank of New York Mellon, One Canada Square, London E14 5AL.

307 INDEPENDENT AUDITORS KPMG Audit SRL, independent auditors, has audited the Consolidated Financial Statements of the Company as of and for the years ended 31 December 2013, 2012 and 2011 (the ‘‘Audited Consolidated Financial Statements’’)and has issued a modified report thereon with a qualification in respect of the investments held by the Company in other entities. See Note 22 of the Audited Consolidated Financial Statements and the auditors’ report on the Audited Consolidated Financial Statements. KPMG Audit SRL has also reviewed the Condensed Consolidated Interim Financial Statements of the Company as of and for the three-month period ended 31 March 2014 (the ‘‘Unaudited Condensed Consolidated Interim Financial Statements’’) and has issued a modified review report thereon with a qualification in respect of the investments held by the Company in other entities. See Note 9 of the Unaudited Condensed Consolidated Interim Financial Statements and the report on the Unaudited Condensed Consolidated Interim Financial Statements. KPMG Audit SRL has also provided assurance reports on the compilation of the Pro Forma Financial Information as at 31 March 2014 and as at 31 December 2013 (the ‘‘UnauditedPro Forma Financial Information’’) which are included in this Prospectus. The independent auditor’s assurance reports on the pro forma financial information are required by the Commission Regulation (EC) No 809/2004 and are given for the purpose of complying with that Regulation and for no other purpose. The assurance engagements to report on pro forma financial information included in a prospectus have not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America and accordingly should not be relied upon as if they had been carried out in accordance with those standards and practices. KPMG Audit SRL, headquartered in Bucharest, 69-71 Bucuresti-Ploiesti Ave., District 1, is registered with the Trade Registry under no. J40/4439/2000 having Sole Registration Code 12997279, and is a member of the Chamber of Financial Auditors of Romania, being registered in the Public Registry of Financial Auditors.

308 GENERAL INFORMATION 1. Listing and Trading It is expected that the Shares will be admitted to trading on the Regulated Spot Market of the Bucharest Stock Exchange on or around the Closing Date. It is expected that the GDRs will be admitted, subject only to the issue of the Regulation S Master GDR and the Rule 144A Master GDR, to listing on the Official List by the FCA on or after the date of registration of the Capital Increase with the Trade Registry and the Central Depositary. Prior to this, application will be made to the London Stock Exchange, for admission of the GDRs to trading through the IOB pursuant to the London Stock Exchange’s ATT Only facility, which is expected to occur on or around the Closing Date. Transactions in GDRs will normally be effected for delivery on the third working day after the day of the transaction. 2. Authorisations As of the listing date, the Company has obtained all consents, approvals and authorisations in Romania necessary for the listing of Shares on the Regulated Spot Market of the Bucharest Stock Exchange and the listing of the GDRs on the Official List of the FCA and the admission to trading of the GDRs on the London Stock Exchange’s main market for listed securities. 3. Documents Available for Inspection Copies of the following documents will be available for inspection free of charge, during normal business hours on any weekday, at the registered offices of the Company from the date of publication of this Prospectus to Admission: • this Prospectus; • the Company’s Articles of Incorporation; • the Audited Consolidated Financial Statements, including the independent auditor’s reports thereon; and • the Unaudited Condensed Consolidated Interim Financial Statements, including the review report thereon. • Unconsolidated historical financial statements (2011-2013) in respect of each of the Company and its subsidiaries, prepared in accordance with the Ministry of Finance Order 3055/2009, as subsequently changed. The registered office of the Company is located at 9 Grigore Alexandrescu Street, 1st District, Bucharest, Romania 4. Final Offer Price The Shares are each issued and fully paid with a par value of RON 10. The GDRs are denominated in US dollars but have no par value. The Final Offer Price will be determined based on the results of the bookbuilding exercise conducted by the Managers. The results of the Offering will be made public by the Managers through a press release and notice to the Romanian FSA and Bucharest Stock Exchange promptly upon the closing of the Offering. The relevant pricing notification will be published on the Company’s website www.electrica.ro, as a press release on the Bucharest Stock Exchange website www.bvb.ro and through the Regulatory News Service of the London Stock Exchange (RNS). 5. Depositary Holders of GDRs may contact The Bank of New York Mellon as Depositary with questions relating to the transfer of GDRs on the books of the Depositary, which shall be maintained at the Depositary’s office at with a copy to: The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286, United States of America. If definitive certificates are issued in exchange for the Master GDRs, the Company will appoint an agent in the United Kingdom.

309 6. Significant Change Except as described in ‘‘Capitalisation and Indebtedness’’, there has been no significant change since 31 March 2014 (which represents the end of the last financial period in relation to which financial information has been published) in the financial or trading position of the Company. 7. Subsidiaries

Equity interest held by Electrica Entity Business object (%) Other shareholders Electrica Distribu¸tie Muntenia Nord S.A...... Electricity distribution in the 78 Fondul Proprietatea Muntenia Nord area Electrica Distribu¸tie Transilvania Nord S.A. .... Electricity distribution in the 78 Fondul Proprietatea Transilvania Nord area Electrica Distribu¸tie Transilvania Sud S.A...... Electricity distribution in the 78 Fondul Proprietatea Transilvania Sud area Electrica Furnizare S.A ...... Electricity supply 78 Fondul Proprietatea Electrica Serv S.A...... Network maintenance and 100 — repair Servicii Energetice Muntenia S.A...... Network maintenance and 100 — repair Servicii Energetice Moldova S.A...... Network maintenance and 100 — repair Servicii Energetice BanatS.A. . Network maintenance and 100 — repair Servicii Energetice Dobrogea S.A...... Network maintenance and 100 — repair Servicii Energetice Oltenia S.A...... Network maintenance and 100 — repair

310 DEFINITIONS AND GLOSSARY OF SELECTED TERMS 2010 PD Amending Directive Directive 2010/73/EU. 2012 CFR Settlement Agreement The agreement concluded by CFR with Electrica Furnizare for the discharge of CFR’s debts resulting from electricity supply following Government Decision no. 1246/2011 for the increase of the budget of the Ministry of Transportation and Infrastructure for the payment of debts towards energy suppliers and Government Emergency Ordinance 25/2012 for granting by the Ministry of Finance of a loan to CFR for the payment of debts towards energy suppliers. 2014 CFR Settlement Agreement The agreement concluded by CFR with Electrica Furnizare for the discharge of CFR’s debts resulting from electricity supply signed on 25 April 2014. Agents Agents entitled by the Depositary to appoint for the purpose, inter alia, of making distributions to the Holders Allocation Date 26 June 2014. ANAF Romanian National Agency for Fiscal Administration ANI National Agency for Integrity. ANRE National Regulatory Agency in Energy Sector. Articles of Incorporation Articles of incorporation of the Company. Audited Consolidated Financial The Company’s audited consolidated financial statements as of Statements and for the years ended 31 December 2013, 2012 and 2011. Balancing The activity undertaken by suppliers and consumers of electricity to ensure that supply and demand for electricity is balanced within the NPS. Balancing Market A centralised market organised by Transelectrica to collect power offered for balancing submitted by market participants which is used to ensure the safe and stable operation of NPS and to address network restrictions. Benefit Plan Investor Includes (i) any ‘‘employee benefit plan’’ (as defined in Section 3(3) of ERISA) that is subject to part 4 of Title I of ERISA, (ii) any ‘‘plan’’ (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code and (iii) any entity whose underlying assets include plan assets by reason of such an employee benefit plans or plan’s investment in such entity, including without limitation, as applicable, an insurance company general account. Board of Directors or Board The board of directors of the Company. Book The book of investor demand managed by the Joint Global Coordinators and Joint Bookrunners. BRD BRD-Groupe Societ´ e´ Gen´ erale´ BSE Bucharest Stock Exchange. BSE Corporate Governance Code Bucharest Stock Exchange Corporate Governance Code. CAPEX Investment expenses. Capital Increase The increase of the Company’s share capital through the Offering with a number of 177,188,744 Shares corresponding to 105% of the existing share capital as at the Prospectus date, in accordance with EGMS no. 8/15 May 2014 and 11 June 2014 (second EGMS approving the issuance of GDRs).

311 Capital Markets Law Romanian Law no. 297/2004 on capital markets. Captive customer An electricity customer who, for technical, economic or regulatory reasons, is unable to purchase electricity from the supplier of its choice. CBA Collective bargaining agreements. Central Depositary Depozitarul Central S.A., headquartered at 34-36 Carol I Blvd., Floors 3, 8 and 9, District 2, Postal Code 020922, Bucharest, Romania, is the provider of deposit, registry, compensation and settlement services for securities, as well as other related operations, as defined by the Capital Market Law. CFR The Romanian National Railway Company ‘‘CFR’’ S.A. Charges Taxes, duties, charges, costs or expenses which may become payable in respect of the Deposited Shares or other Deposited Property or the GDRs, whether under any present or future fiscal or other laws or regulations, and such part thereof as is proportionate or referable to a GDR. Clearstream, Luxembourg Clearstream Banking, soci´et´e anonyme. Closing Date Date of admission to trading on the Regulated Spot Market of the BSE, expected to be on or around 3 July 2014. CM- OTC Centralized Market Over the Counter; Centralised Market for Bilateral Contracts with Double Continuous Trading. CMBC The type of trading in the centralised market of bilateral electricity contracts, whereby contracts are awarded by a combined bidding and negotiation procedure. CMGC Centralised Market of Bilateral Contracts—with Continuous Negotiation. Code US Internal Revenue Code of 1986. Cogeneration generators Generators that produce combined heat and power in the same power plant. Companies Law Romanian Companies Law no. 31/1990, as subsequently amended. Company or Electrica Societatea Comerciala˘ de Distribu¸tie ¸si Furnizare a Energiei Electrice ‘‘ELECTRICA’’ S.A. Connection The physical point where a system user is connected to the NPS. Constanta Union Sindicatul Liber Independent Energia—Filiala Constanta Court of Accounts Romanian Court of Accounts. CPC Competitive market component. Custodian Raiffeisen Bank S.A. CUSIP Committee on Uniform Security Identification Procedures. CVM Cooperation and Verification Mechanism. Day Ahead Market or DAM The component of the wholesale electricity market, administered by OPCOM, which carries out firm trading in active electricity for each trading interval of the relevant delivery day, based on the offers submitted by participants in this Day Ahead Market, i.e. the spot market for trading in electricity. DE Department for Energy.

312 Deposit Agreement The deposit agreement to be entered into on or before the Closing Date between the Company and the Depositary. Depositary The Bank of New York Mellon Deposited Property Together with the Deposited Shares, any cash dividend or other cash distribution on or in respect of the Deposited (including any amounts received in the liquidation of the Company) or otherwise in connection with the Deposited Shares and all rights, interests and other securities, property and cash deposited with the Custodian which are attributable to the Deposited Shares. Deposited Shares Shares on deposit with the Custodian and registered in the name of the Depositary. DIICOT Direction for Investigation of Crimes of Organised Criminal Activity and Terrorism. Directive concerning common rules Directive 2009/72/EC of the European Parliament and of the for the internal market in electricity Council of 13 July 2009. Directive on Markets in Financial Directive 2004/39/EC. Instruments Directors Members of the Board of Directors of the Company. Directive for Electricity Directive 2003/54/EC, part of the Third Energy Package. Dispatchable Consumers The consumer who, in accordance with the contractual arrangements, reduces his consumption or is interrupted either by a direct action of the Transport and System Operator either by the direct action of the consumer, at the request of the Transport and System operator. Dispatchable units An electricity production unit with high power reference value set by ANRE consisting of one or more generators in respect of which one offer is made on the Balancing Market. Distribution Group Raiffeisen Bank, BRD Groupe Societ´ e´ Gen´ erale´ and Swiss Capital. Distribution Licences Licences no. 455/29.04.2002, no. 453/29.04.2002 and no. 465/29.04.2002 granted by ANRE to EDMN, EDTN and EDTS respectively, covering their service and distribution of electricity to users. Dividend Ordinance Government Ordinance no. 64/2001 on distribution of profits of national companies and State owned companies. DTC Depositary Trust Company EBITDA Operational profit before interest, corporate tax and depreciation. EC or Commission European Commission. EC Regulation No. 44/2001 The Council Regulation (EC) No 44/2001 on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters. EDMN Electrica Distributie Muntenia Nord S.A. EDTN Electrica Distributie Transilvania Nord S.A. EDTS Electrica Distributie Transilvania Sud S.A. EDN Electricity distribution network. EEA European Economic Area.

313 EFET European Federation Energy Trader. EGD Emergency Government Decision. EGO Emergency Government Ordinance. EGO no. 34/2006 Emergency Government Ordinance regarding the award of public procurement contracts, public work concession contracts and services concession contracts. EGMS Extraordinary general meeting of shareholders. Electrica Furnizare Electrica Furnizare S.A. Electrica Serv Electrica Serv S.A. Electricity Authorisations and The Regulation approved by ANRE Order no. 48/2013 Licences Regulation regarding the issuance of authorisations and licences in the electricity sector. Electricity Directive Directive 2009/72/EC of the European Parliament and of the Council of 13 July 2009 concerning common rules for the internal market in electricity and repealing Directive 2003/54/EC. Electricity distribution Electricity transmission through high,medium and low voltage distribution with a nominal maximum tension up to 110 included for its delivery towards customers, without including supply. Electricity distribution network An electricity network with a nominal tension value up to 110 kV included. Electricity network for transmission The electricity network with national and strategic interest with a nominal tension value above 110 kV. Eligible Participants Any intermediaries (other than the Managers), which are investment firms or credit institutions qualified as participants in the trading system of the Bucharest Stock Exchange, and which (i) have signed the Engagement Letter and (ii) have submitted the Engagement Letter, in original, to Raiffeisen Bank. Energy Law Law No. 123/2012 of 16 July 2012 on electricity and natural gas, as subsequently amended. Engagement Letter An irrevocable and unconditional undertaking to observe the provisions of this Prospectus and the applicable law, in the form made available by the Domestic Lead Managers. ENTSO-E European Network of Transmission System Operators for Electricity. Environmental Protection Law Emergency Government Ordinance no. 195/2005 relating to environmental protection. ERISA The Employee Retirement Income Security Act of 1974 of the United States. ESM European Stability Mechanism. EU European Union. EU Judgment A court judgment rendered in an EU member state other than Romania. EUR or Euro The lawful currency introduced at the start of the third stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro. Euroclear Euroclear Bank SA/NV.

314 European Enforcement Order A judgment on an uncontested claim delivered in a EU member state shall, upon application at any time to the court of origin. Exchange Act US Securities Exchange Act of 1934, as amended. Executive Directors Executive members of the Board of Directors. FATCA U.S. Internal Revenue Code of 1986, as amended. FCA Financial Conduct Authority. FDIC Federal Deposit Insurance Corporation. FFI Foreign financial institution, as defined by FATCA. Final Offer Price The offer price of Offer Securities. Financial Promotion Order United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended. Fiscal Code Romanian Law No. 571/2003 on the fiscal code as subsequently amended. Fondul Proprietatea S.C. Fondul Proprietatea S.A. FSMA United Kingdom Financial Services and Markets Act 2000. GD Government Decision. GD no. 834/1991 Government Decision no. 834/1991 regarding the establishment and evaluation of land owned by State-owned companies. GDP Gross Domestic Product. GDR Global Depositary Receipts which represent the Shares. GDR Terms and Conditions The terms and conditions by which the holders of the GDRs will be able to exercise voting rights with respect to the Shares represented by the GDRs. GMS General Meetings of Shareholders, including EGMS and OGMS. Government The Romanian Government. Green Certificate The title that certifies the production of a electricity quantity from renewable sources of energy. A Green Certificate may be traded, separately from the electricity quantity that he represents, on a organised market in accordance with the law. Gross dividend The aggregate of the dividend before deduction of any Romanian withholding tax (if any) and the tax credit. Group Electrica and its subsidiaries. GWh Giga watt hour. HMRC H.M. Revenue & Customs. Holder or GDR Holder A holder of GDRs. HT or HV High tension or high voltage (110 kV and above). IAS International Accounting Standards. IEA Individual employment agreement in relation to employees as provided by Order no. 64/2003, for the approval of the sample IEA, modified for the relevant employing Company’s activity. IDM Intra-Day Market. IFI An international financial institution. IMF The International Monetary Fund.

315 IFRS International Financial Reporting Standards. IFRS-EU International Financial Reporting Standards as endorsed by the European Union. IGA Intergovernmental agreement. ING ING Bank NV Amsterdam, Bucharest Branch. Institutional Investors (a) credit institutions, (b) investment firms, (c) insurance companies, (d) collective investment schemes and management companies of such schemes, (e) pension funds and management companies of such funds, (f) commodity and commodity derivatives dealers, (g) trust companies, (h) international financial institutions (IFIs) and (i) other financial institutions, including depositary banks. Institutional Tranche Shares offered to Institutional Investors. Interim Unaudited Consolidated The Company’s Interm Unaudited Consolidated Financial Financial Statements Statements as at and for the three month period ended 31 March 2014 and 31 March 2013. Insolvency Law Law no. 85/2006 on insolvency procedure. IOB International Order Book of the London Stock Exchange. IPO Initial Public Offering. IRS U.S. Internal Revenue Service. ISIN International Securities Identification Number. kV Kilovolts. KWh Kilowatt hour. Land Book The Romanian land registry. Large Retail Investors An individual or legal entity that places subscription orders, in the aggregate, for more than 20,000 Offer Securities. Large Retail Tranche 8% of the Offer Shares that will be initially offered to Large Retail Investors. Law no. 15/1990 Law. no. 15/1990 on the reorganisation of public economic units as regies autonomies and commercial companies. Law no. 220/2008 Law no. 220/2008 pertaining to the promotion system for energy produced from renewable energy sources, as subsequently amended, published in the Official Gazette no. 743 as of 03.11.2008. Law no. 94/1992 Law no. 94/1992 regarding the organisation and functioning of the Court of Accounts. Law no. 137/2002 Romanian Law no. 137/2002 regarding certain measures for accelerating privatisation. LCM Electricity Market for Large Consumers. Lei The lawful currency of Romania. Lock-up Period 360 days after the Closing Date for the Company, and 180 days after the Closing Date for the State, acting through the Ministry of Economy, represented by the Department of Energy. London Stock Exchange London Stock Exchange plc. LV Low voltage (up to 1 kV). Management Electrica’s directors and senior officers.

316 Manager BRD-Groupe Societe Generale. Managers Raiffeisen Bank S.A., Citigroup Global Markets Limited, Societ´ e´ Gen´ erale,´ BRD Groupe Societ´ e´ Gen´ erale´ and Swiss Capital. Master GDR Regulation S Master GDR together with the Rule 144A Master GDR. ME Ministry of Economy. Measurement group (for electricity) Assembly of meter and the measurement transformers related to it, as well as all the intermediary elements that establish the electricity measurement circuits, including the security elements. Memorandum The memorandum under which the Government approved the obligation on state-owned companies to distribute 85% share of profits as dividends. meter An electric device that measures and records the amount of electricity that flows through it. metering unit A meter associated metering transformers and all intermediary parts including safety elements. MT or MV Medium tension or medium voltage (between 1 kV and 110 kV). MWh Megawatt hour. NACE code Classification the National Economy Activities. NBR National Bank of Romania. network loss Loss of electricity from a distribution network when power is transmitted through it. Non-EU Judgement A judgment of a court of law of a non-EU member state made in personam for a certain sum, which is not impeachable as void or voidable under the internal laws of the foreign jurisdiction. Non-Executive Directors Non-executive members of the Board of Directors. Notification A certificate of approval provided by the Romanian FSA to the United Kingdom FCA, attesting that this Prospectus has been drawn up in accordance with the Prospectus Directive. NPS The Romanian National Power System. Offer GDRs Securities which represent the Shares. Offer of the Offer Securities The communication in any form and by any means of sufficient information on the terms of the offer and the Offer Securities to be offered so as to enable an investor to decide to subscribe for or purchase the Offer Securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. Offer Period Subscriptions can be made from 16.06.2014 to and including 25.06.2014. Offer Price Range The offer price range for the Offer Securities. Offer Securities The Offer GDRs together with the Offer Shares. Offer Shares Shares in the form of Shares comprising the Offering. Offer Tranche The Institutional Investors Tranche, the Large Retail Tranche and the Small Retail Tranche. Offering An offering by the Company of Offer Shares and/or Offer GDRS.

317 Official Gazette Official Gazette of Romania. Official List The official list of the FCA. OGMS Ordinary general meeting of the shareholders. OMEPA Measuring market operator. OPCOM Romania’s energy market operator. OPSPI Office of State Ownership and Privatisation in Industry. Parent Subsidiary Directive Directive 2011/96/EU. PASOD Privatisation and Administration of the State Ownership Department. Payment Evidence Each of the following documents:

(1) Evidence that the price for the Offer Shares subscribed by a Retail Investor has been paid; or

(2) A settlement commitment statement issued by the custodian agent undertaking the responsibility for the settlement; or

(3) A bank guarantee letter issued by a credit institution from the European Union for the purpose of covering the settlement risk undertaken by the relevant Manager, member of the Distribution Group or Eligible Participant; or

(4) A settlement commitment statement issued by the relevant Manager, member of the Distribution Group or Eligible Participant or an affiliate of that Manager, undertaking the responsibility for the settlement in compliance with the Romanian FSA limitations. PFIC Passive foreign investment company. Piatra Neamt Union Sindicatul Electroenergia Piatra Neamt. Plan (a) Employee benefit plans (as defined in Section 3(3) of ERISA) that are subject to Title I of ERISA, (b) plans (as defined in Section 4975(e)(1) of the Code) that are subject to Section 4975 of the Code, including individual retirement accounts and annuities or Keogh plans, (c) entities whose underlying assets include ‘‘plan assets’’ of any plan, account or arrangement described in (a) or (b). Plan Asset Regulation A US Department of Labor regulation that regulate what constitutes the assets of a Plan with respect to the Plan’s investment in an entity for purposes of the fiduciary responsibility provisions. POF Market The Bucharest Stock Exchange system dedicated for the settlement of public offerings. PPA Power Purchase Agreement. PRE Responsible Party for Balancing on the Balancing Market. Pre-Release Execution and delivery of GDRs or issuance of interests by the Depositary in a Regulation S Master GDR or a Rule 144A Master GDR, as the case may be, prior to the receipt of Shares.

318 Pre-Releasee The person to whom GDRs or Deposited Property are to be delivered in a Pre-Release. Pricing Agreement A pricing agreement between the Company and the Managers in relation to the Final Offer Price on or around the Allocation Date. Prospectus This Prospectus regarding the Primary Initial Public Offering for the sale of the Offered Shares, approved by the FSA for the running of the Offer. Prospectus Directive Directive 2003/71/EC (and amendments thereto, including 2010 PD Amending Directive, to the extent implemented by an EEA member state). QIB Qualified institutional buyers, as defined in Rule 144A of the Securities Act. Qualified investors Investors within the meaning of article 2(1)(e) of the prospectus directive (directive 2003/71/EC), as amended. RAB Regulated Asset Base. RCE Romanian: Bursa Romana de Marfuri (the Romanian Commodity Exchange). Register The books of the Depositary. Regulation no. 1/2006 Regulation no. 1/2006 on issuers and securities operations. Regulation S Regulation S of the Securities Act. Regulation S GDRs The GDRs offered and sold outside the United States. Regulation S Master GDR Regulation S Master Global Depositary Receipt evidencing the Regulation S GDRs. Related Party Disclosures Disclosures of transactions with related parties as governed by IAS 24. Relevant Implementation Date The date on which the Prospectus Directive is implemented in a relevant member state. Relevant Member State Each member state of the EEA that has implemented the Prospectus Directive. Relevant Persons Persons to whom the Prospectus shall lawfully be communicated, including Qualified Investors referred together. Reorganisation A corporate reorganisation undertaken by the Group prior to the Offering as more fully described under ‘‘The Reorganisation’’. Retail Investor Small Retail Investors and Large Retail Investors. RNS Regulatory News Service of the London Stock Exchange. ROBOR Romanian Interbank Offer Rate. Romanian FSA or FSA The Romanian Financial Supervisory Authority. RON Romanian Lei. RON Collection Accounts The RON collection accounts for the subscriptions for Shares. RRR Rentability rate of return. Rule 144A Rule 144A of the Securities Act. Rule 144A GDRs GDRs offered and sold in the United States.

319 Rule 144A Master GDR Rule 144A Master Global Depositary Receipt evidencing the Rule 144A GDRs. SAIDI System Average Interruption Duration Index. SAIFI System Average Interruption Frequency Index. SAPE Societatea de Administrare a Participatiilor in Energie S.A. SCADA Superviory Control and Data Aquisition System. SDRT Stamp duty reserve tax. SEB Societatea Comerciala ‘‘Servicii Energetice Banat’’ S.A. SEC United States Securities and Exchange Commission. Securities The GDRs and the Shares. Securities Act US Securities Act of 1933, as amended. SED Societatea Comerciala ‘‘Servicii Energetice Dobrogea’’ S.A. SEDOL Stock Exchange Daily Official List. SEMO Societatea Comerciala ‘‘Servicii Energetice Moldova’’ S.A. SEMU Societatea Comerciala ‘‘Servicii Energetice Muntenia’’ S.A. SEO Societatea Comerciala ‘‘Servicii Energetice Oltenia’’ S.A. Settlement Date 1 July 2014. Shared Services Centre A centre for consolidated procurement, payroll, system monitoring and billing functions to be implemented by Electrica following the Offering. Shares The ordinary shares of the Company. Similar Law Similar federal, state, local or non-US law. Small Retail Investors An individual or legal entity that places subscription orders, in the aggregate, for up to and including 20,000 Offer Securities. Small Retail Tranche 7% of the Offer Shares that will initially be offered to Small Retail Investors. Smart grid networks Electricity network that can intelligently integrate information from its network users (producers, consumers or those who meet both qualities) in order to provide efficiently electricity and to ensure economic sustainable electricity in safe conditions. Smart metering Electronic systems which measure power consumption and ensure bidirectional transmission of information to customers, while providing more information than a conventional meter using electronic communication. SME Small and medium enterprises having less than 50 employees and annual turnover or a total asset value of less than EUR 10 million, as defined under the Energy Law. State The Romanian State. Spin-off The spin-off of Electrica described in ‘‘The Reorganisation’’ section. Stabilisation Account(s) Investment account(s) with the Stabilising Manager(s) or another person indicated by the Stabilising Manager(s). Stabilisation Period The period beginning on the date of commencement of trading of the Securities and ending 30 calendar days thereafter, which is

320 expected to be from 3 July 2014 up to and including 1 August 2014. Stabilisation Proceeds 4.75% of the gross proceeds received from the sale of the Offer Securities. Stabilisation Regulation Commission Regulation (EC) No. 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programs and stabilisation of financial instruments. Stabilising Manager(s) Raiffeisen Bank and Citigroup Global Markets Limited. Strategy Unitary Corporative Governance Strategy. Subscription Form The form by which a subscription is made. Subsidiaries Electrica Furnizare, Electrica Serv, EDMN, EDTS, EDTN, SEB, SED, SEMO, SEMU, SEO. substation Part of a distribution network where transformers connect different voltage levels. Supplier of last resort The supplier designated by ANRE to deliver electricity under specific regulated conditions—for example in the event of business failure by another electricity supplier. Supply Licence Licence No. 1028/18.08.2011 granted by ANRE to Electrica Furnizare covering its electricity supply service. The Code Internal Revenue Code of the United States. Timisoara Union Sindicatul Liber si Independent I.R.E. Timisoara. Trade Registry Trade Registry Office representing the database containing the record of the legal status of businesses in Romania. Transaction Date 26 June 2014. Transelectrica Transelectrica SA, the transmission and system operator who operates, maintains, and develops the Romanian electricity transmission grid and its interconnection with other systems. Treaty A double taxation treaty entered into between Romania and the United States. TSO or Transport System Operator Transelectrica S.A. TWh Terawatt hour. UCTE Union for the Coordination of the Transmission of Electricity. UK United Kingdom. UK Holders The absolute beneficial holders of the GDRs (and any dividends paid in respect of them) in circumstances where the dividends paid are regarded for UK tax purposes as those persons’ own income (and not the income of some other person) and who: (i) are resident solely in the UK for tax purposes (except where otherwise indicated); and (ii) do not have a permanent establishment or a fixed base outside the UK with which the holding of the GDRs (and the payment of dividends in respect of the GDRs) is connected. Unbundling Separating vertically integrated monopoly functions into their component parts for the purpose of separate service offerings. Underwriting Agreement The underwriting agreement to be entered into between the Company and the Managers on or around the date of this Prospectus.

321 US United States of America. US Dollar Collection Accounts Collection accounts for subscription of Offer GDRs by Retail Investors. US Holder Beneficial owner of the Securities that is for US federal income tax purposes (i) an individual who is a citizen or resident of the United States, (ii) a corporation created in, or organised under the law of, the United States, any State thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for US federal income tax purposes regardless of its source, or (iv) a trust the administration of which is subject to the primary supervision of a US court and which has one or more US persons who have the authority to control all substantial decisions of the trust. USD The lawful currency of the United States. USD Collection Accounts The USD collection accounts for the subscriptions for Shares. USL The Social Liberal Union. V Volts. VAT Value added tax. vertically integrated undertaking An undertaking or group of undertakings whose mutual relationship is defined in the law and who perform at least one of the functions of electricity transmission or distribution and at least one of the functions of electricity generation or supply. WACC Weighted Average Cost of Capital. Wear Rate The Group’s estimate of physical deterioration of network components compared to the useful life of the component. wholesale electricity market The sum of markets where electricity suppliers are able to purchase electricity from generators or other electricity suppliers who sell electricity. Wholesale Electricity Market Wholesale Electricity Market Commercial Code approved by Commercial Code ANRE Order no. 25 as of 22.10.2004 published in the Official Gazette np. 989 as of 27.10.2004.

322 INDEX TO FINANCIAL STATEMENTS

Electrica S.A. Consolidated Financial Statements for the years ended 31 December 2013, 2012 and 2011 and Independent Auditor’s Report ...... F-2 Electrica S.A. Condensed Consolidated Interim Financial Statements 31 March 2014 and Independent Auditor’s Report ...... F-85

F-1 KPMG Audit SRL Tel: +40 (21) 201 22 22 Victoria Business Park +40 (372) 377 800 DN1, Soseaua Bucuresti-Ploiesti nr. 69-71 Fax: +40 (21) 201 22 11 Sector 1 +40 (372) 377 700 www.kpmg.ro P.O. Box 18-191 Bucharest 013685 Romania 2JUN201418124670

Independent Auditors Report To the sole Shareholder S.C. Electrica S.A. 1 We have audited the accompanying consolidated financial statements of S.C. Electrica S.A. (‘‘the Company’’) and its subsidiaries (together ‘‘the Group’’), which comprise the consolidated statements of financial position as at 31 December 2013, 2012 and 2011, the consolidated statements of income, profit or loss and other comprehensive income, changes in equity and cash flows for the years then ended, and notes, comprising a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements 2 Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as endorsed by the European Union, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility 3 Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. 4 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 5 We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our qualified audit opinion.

Basis for Qualified Opinion 6 As described in Note 22 to the accompanying consolidated financial statements, the Company has investments held in other entities which are to be transferred to the State during the course of 2014 in accordance with the spin-off project published on 23 December 2013. These investments are accounted as held for distribution as at 31 December 2013, and equity accounted investees and available for sale financial instruments as at 31 December 2012 and 2011. We could not obtain sufficient and appropriate audit evidence related to the accounting treatment of the Company’s

Fiscal registration code ©2014 KPMG Audit SRL, a Romanian limited liability company and a RO12997279 member firm of the KPMG network of independent member firms Trade Registry affiliated with KPMG International Cooperative (“KPMG no.J40/4439/2000 International”), a Swiss entity. All rights reserved. PDC no. 15632 Share Capital4JUN201403554993 2,000 RON

F-2 interest in these entities due to the following: (a) unavailability of financial information prepared in accordance with International Financial Reporting Standards as endorsed by the European Union in order to account for the equity accounted investees, (b) uncertainties regarding the date when significant influence ceased, and (c) uncertainties regarding the accounting for the exit options related to certain investments. Consequently, we were unable to determine whether adjustments might have been necessary for the following financial statements items: assets held for distribution as at 31 December 2013, equity accounted investees and other investments available for sale financial instruments as at 31 December 2012 and 2011, retained earnings and reserves as at 31 December 2013, 2012 and 2011, share of profit or loss of equity-accounted investees, profit or loss and other comprehensive income for the years ended 31 December 2013, 2012 and 2011.

Qualified Opinion 7 In our opinion, except for the possible effects of the matters described in paragraph 6, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2013, 2012 and 2011, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards as endorsed by the European Union.

Other Matter 8 This independent auditor’s report is made solely to the Company’s sole shareholder. Our audit work has been undertaken so that we might state to the Company’s sole shareholder those matters we are required to state to them in an auditor’s 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 sole shareholder for our audit work, for this report, or for the opinion we have formed.

2JUN201418090199 KPMG Audit S.R.L. 15 April 2014 Bucharest, Romania

F-3 S.C. ELECTRICA S.A. Consolidated Financial Statements For the years ended 31 December 2013, 2012 and 2011

F-4 SC ELECTRICA SA CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION

Contents

Consolidated statements of financial position ...... F-6 Consolidated income statements ...... F-7 Consolidated statements of profit or loss and other comprehensive income ...... F-8 Consolidated statements of changes in equity ...... F-9 Consolidated statements of cash flows ...... F-12 Notes to the consolidated financial statements Basis of preparation 1. Reporting entity and general information ...... F-14 2. Basis of accounting ...... F-18 3. Functional and presentation currency ...... F-19 4. Use of judgments and estimates ...... F-19 Accounting policies 5. Basis of measurement ...... F-21 6. Significant accounting policies ...... F-21 7. New standards and interpretations not yet adopted ...... F-32 Performance for the year 8. Operating Segments ...... F-33 9. Revenue ...... F-41 10. Income and expenses ...... F-41 11. Net finance cost ...... F-42 12. Earnings per share ...... F-42 Employee benefits 13. Short-term employee benefits ...... F-43 14. Post-employment and other long-term employee benefits ...... F-43 15. Employee benefit expenses ...... F-46 Income taxes 16. Income taxes ...... F-46 Assets 17. Trade receivables ...... F-49 18. Other receivables ...... F-51 19. Cash and cash equivalents ...... F-51 20. Property, plant and equipment ...... F-54 21. Intangible assets ...... F-59 22. Assets held for distribution, Equity accounted investees and Other investments ...... F-60 Equity and liabilities 23. Capital and reserves ...... F-63 24. Non-controlling interests ...... F-65 25. Financing of property, plant and equipment ...... F-66 26. Trade payables ...... F-66 27. Other payables ...... F-66 28. Deferred revenue ...... F-67 29. Provisions ...... F-67 Financial instruments 30. Financial instruments—Fair values and risk management ...... F-68 Other information 31. Related parties ...... F-75 32. Subsidiaries in financial distress ...... F-79 33. Contingencies ...... F-81 34. Commitments ...... F-82 35. Subsequent events ...... F-83

F-5 SC ELECTRICA SA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

31 December 31 December 31 December Note 2013 2012 2011 ASSETS Non-current assets Property, plant and equipment ...... 20 5,932,771 5,717,592 5,590,096 Intangible assets ...... 21 58,913 42,143 46,136 Equity-accounted investees ...... 22 — 1,042,153 1,601,648 Other investments ...... 22 — 1,138,326 224,089 Deferred tax assets ...... 16 85,361 106,105 120,933 Other non-current assets ...... 1,118 5,804 4,303 Total non-current assets ...... 6,078,163 8,052,123 7,587,205 Current assets Trade receivables ...... 17 1,087,545 1,010,909 1,192,168 Other receivables ...... 18 62,987 94,824 134,369 Cash and cash equivalents ...... 19 650,835 641,811 499,348 Inventories ...... 33,809 34,999 33,290 Prepayments ...... 6,378 40,306 36,555 Income tax receivable ...... 36,510 17,420 8,488 Assets held for distribution ...... 22 2,243,494 —— Total current assets ...... 4,121,558 1,840,269 1,904,218 Total assets ...... 10,199,721 9,892,392 9,491,423 EQUITY AND LIABILITIES Equity Share capital ...... 23 2,509,413 2,493,305 2,493,305 Additional contributions from shareholder ...... 47,657 54,645 52,863 Revaluation reserve ...... 23 1,080,704 1,132,815 1,163,521 Other reserves ...... 23 612,490 599,226 579,185 Retained earnings ...... 1,597,810 1,326,572 947,667 Total equity attributable to the owner of the Company ...... 5,848,074 5,606,563 5,236,541 Non-controlling interests ...... 24 811,296 765,253 709,821 Total equity ...... 6,659,370 6,371,816 5,946,362 Liabilities Non-current liabilities Bank borrowings ...... 30 (c) ——10,271 Finance lease ...... 290 788 4,877 Financing of property, plant and equipment ...... 25 129,827 195,508 117,237 Deferred revenue ...... 28 1,421,596 1,233,706 1,130,760 Deferred tax liabilities ...... 16 255,968 262,754 276,157 Employee benefits ...... 14 213,187 217,147 188,694 Other payables ...... 27 66,376 77,112 38,821 Total non-current liabilities ...... 2,087,244 1,987,015 1,766,817 Current liabilities Bank borrowings ...... 30 (c) — 9,292 30,393 Bank overdrafts ...... 19 79,684 167,467 281,463 Finance lease ...... 498 26,677 26,375 Financing of property, plant and equipment ...... 25 142,584 113,700 104,368 Trade payables ...... 26 627,619 745,938 930,313 Other payables ...... 27 261,390 182,262 165,090 Current income tax liability ...... 15,183 10,628 4,349 Deferred revenue ...... 28 89,223 77,992 83,166 Employee benefits ...... 13,14 152,191 119,654 99,902 Provisions ...... 29 84,735 79,951 52,825 Total current liabilities ...... 1,453,107 1,533,561 1,778,244 Total liabilities ...... 3,540,351 3,520,576 3,545,061 Total equity and liabilities ...... 10,199,721 9,892,392 9,491,423

The accompanying notes are an integral part of these consolidated financial statements.

Administrator General Director Marius Eugen Untescu Ioan Rosca Economic Director Emilia Elena Marin

F-6 SC ELECTRICA SA CONSOLIDATED INCOME STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, except per share data)

Note 2013 2012 2011 Revenues ...... 9 5,156,633 5,252,948 5,368,422 Other income ...... 10 132,929 124,246 216,430 Electricity purchased ...... 10 (2,845,179) (3,089,061) (3,649,897) Green certificates ...... (413,847) (301,665) (90,943) Salaries and other employee benefits ...... 15 (765,932) (754,728) (793,148) Repairs, maintenance and materials ...... 10 (103,179) (161,346) (208,721) Depreciation and amortization ...... 20,21 (397,540) (397,684) (371,975) Impairment of property, plant and equipment, net ...... 20,32 (13,222) (4,161) (6,803) Reversal of impairment/(Impairment) of trade and other receivables, net ...... 17,18 20,770 52,554 (147,775) Reversal of write down/(Write down) of inventories, net . 1,058 (17,657) (13,833) Other operating expenses ...... 10 (434,375) (457,801) (405,838) Operating profit/(loss) ...... 338,116 245,645 (104,081) Finance income ...... 11 23,515 22,023 35,210 Finance costs ...... 11 (35,068) (46,090) (52,545) Net finance cost ...... (11,553) (24,067) (17,335) Share of profit or loss of equity-accounted investees, net of tax...... 22 62,959 246,778 74,677 Profit/(loss) before tax ...... 389,522 468,356 (46,739) Income tax expense ...... 16 (75,178) (52,563) (32,960) Profit/(loss) for the year ...... 314,344 415,793 (79,699) Profit/(loss) for the year attributable to: —owner of the Company ...... 243,395 355,949 (113,307) —non-controlling interests ...... 24 70,949 59,844 33,608 Profit/(loss) for the year ...... 314,344 415,793 (79,699) Earnings per share Basic and diluted earnings per share (RON) ...... 12 1.18 1.73 (0.55)

The accompanying notes are an integral part of these consolidated financial statements.

Administrator General Director Marius Eugen Untescu Ioan Rosca Economic Director Emilia Elena Marin

F-7 SC ELECTRICA SA CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

Note 2013 2012 2011 Profit/ (loss) for the year ...... 314,344 415,793 (79,699) Other comprehensive income Items that will never be reclassified to profit or loss Revaluation of property, plant and equipment ...... 20 ——269,476 Tax related to revaluation of property, plant and equipment ..... 16 ——(44,871) Impairment of property, plant and equipment ...... 20 — (82,290) — Remeasurements of the defined benefit liability ...... 14 3,297 (13,554) 12,705 Tax related to remeasurements of the defined benefit liability .... 16 (527) 3,538 (511) Share of changes in other comprehensive income of equity accounted investees ...... 22 (1) 107,964 145,159 Other comprehensive income, net of tax ...... 2,769 15,658 381,958 Total comprehensive income ...... 317,113 431,451 302,259 Total comprehensive income attributable to: —owner of the Company ...... 245,602 374,215 216,146 —non-controlling interests ...... 71,511 57,236 86,113 Total comprehensive income ...... 317,113 431,451 302,259

The accompanying notes are an integral part of these consolidated financial statements.

Administrator General Director Marius Eugen Untescu Ioan Rosca Economic Director Emilia Elena Marin

F-8 SC ELECTRICA SA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

Attributable to the owner of the Company Additional contributions Non- Share from Revaluation Other Retained controlling Total Note capital shareholder reserve reserves earnings Total interests equity Balance at 31 December 2012 ...... 2,493,305 54,645 1,132,815 599,226 1,326,572 5,606,563 765,253 6,371,816 Comprehensive income Profit ...... —— ——243,395 243,395 70,949 314,344 Other comprehensive income ...... ——(1,558) — 3,765 2,207 562 2,769 Total comprehensive income ...... ——(1,558) — 247,160 245,602 71,511 317,113 Transactions with owner of the Company Contributions and distributions Issue of ordinary shares in respect of land contributed by the shareholder ...... 23 16,108 (16,108) —— — — — — Land for which ownership rights were obtained ...... 23 — 9,120 —— —9,120 — 9,120 Dividends ...... 23 —— ——(13,211) (13,211) — (13,211) Total transactions with owner of the Company 16,108 (6,988) ——(13,211) (4,091) — (4,091) Other changes in equity Dividends paid to non-controlling interests ...... 23 —— ————(25,468) (25,468) Set up of legal reserves . 23 —— —13,264 (13,264) —— — Release of revaluation reserve to retained earnings due to depreciation and disposals of property, plant and equipment . . ——(50,553) — 50,553 —— — Balance at 31 December 2013 ...... 2,509,413 47,657 1,080,704 612,490 1,597,810 5,848,074 811,296 6,659,370

The accompanying notes are an integral part of these consolidated financial statements.

F-9 SC ELECTRICA SA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

Attributable to the owner of the Company Additional contributions Non- Share from Revaluation Other Retained controlling Total Note capital shareholder reserve reserves earnings Total interests equity Balance at 31 December 2011 ...... 2,493,305 52,863 1,163,521 579,185 947,667 5,236,541 709,821 5,946,362 Comprehensive income Profit ...... —— ——355,949 355,949 59,844 415,793 Other comprehensive income ...... ——25,695 8,614 (16,043) 18,266 (2,608) 15,658 Total comprehensive income ...... ——25,695 8,614 339,906 374,215 57,236 431,451 Transactions with owner of the Company Contributions and distributions Land for which ownership rights were obtained ...... 23 — 1,782 —— —1,782 — 1,782 Dividends ...... 23 —— ——(5,975) (5,975) — (5,975) Total transactions with owner of the Company — 1,782 ——(5,975) (4,193) — (4,193) Other changes in equity Dividends paid to non-controlling interests ...... 23 —— ————(1,804) (1,804) Set up of legal reserves . 23 —— —11,427 (11,427) —— — Release of revaluation reserve to retained earnings due to depreciation and disposals of property, plant and equipment . . ——(56,401) — 56,401 —— — Balance at 31 December 2012 ...... 2,493,305 54,645 1,132,815 599,226 1,326,572 5,606,563 765,253 6,371,816

The accompanying notes are an integral part of these consolidated financial statements.

F-10 SC ELECTRICA SA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

Attributable to the owner of the Company Additional contributions Non- Share from Revaluation Other Retained controlling Total Note capital shareholder reserve reserves earnings Total interests equity Balance at 1 January 2011 ...... 2,458,744 84,829 890,541 563,692 1,049,046 5,046,852 623,708 5,670,560 Comprehensive income Profit/ (Loss) ...... —— ——(113,307) (113,307) 33,608 (79,699) Other comprehensive income ...... ——314,019 5,654 9,780 329,453 52,505 381,958 Total comprehensive income ...... ——314,019 5,654 (103,527) 216,146 86,113 302,259 Transactions with owner of the Company Contributions and distributions Issue of ordinary shares in respect of land contributed by the shareholder ...... 23 34,561 (34,561) —— — — — — Land for which ownership rights were obtained ...... 23 — 2,595 —— —2,595 — 2,595 Dividends ...... 23 —— ——(29,052) (29,052) — (29,052) Total transactions with owner of the Company 34,561 (31,966) ——(29,052) (26,457) — (26,457) Other changes in equity Set up of legal reserves . 23 —— —9,839 (9,839) —— — Release of revaluation reserve to retained earnings due to depreciation and disposals of property, plant and equipment . . ——(41,039) — 41,039 —— — Balance at 31 December 2011 ...... 2,493,305 52,863 1,163,521 579,185 947,667 5,236,541 709,821 5,946,362

The accompanying notes are an integral part of these consolidated financial statements.

F-11 SC ELECTRICA SA CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

Note 2013 2012 2011 Cash flows from operating activities Profit/ (loss) for the year ...... 314,344 415,793 (79,699) Adjustments for: Depreciation ...... 20 383,064 381,445 352,356 Amortisation ...... 21 14,476 16,239 19,619 Impairment loss on property, plant and equipment ...... 20 13,222 4,161 6,803 Loss on disposal of property, plant and equipment ...... 5,801 6,148 5,325 Impairment loss on trade and other receivables, net ...... 17,18 (20,770) (52,554) 147,775 Write-down of inventories, net ...... (1,058) 17,657 13,833 Release of deferred revenue ...... 28 (76,924) (68,346) (62,128) Net finance costs/ (income) ...... 11 11,553 24,067 17,335 Share of profit or loss of equity-accounted investees, net of tax . . . 22 (62,959) (246,778) (74,677) Income tax expense ...... 16 75,178 52,563 32,960 655,927 550,395 379,502 Changes in : Trade receivables ...... (117,991) 103,190 (470,098) Other receivables ...... 21,191 6,980 (80,271) Prepayments ...... 33,928 (3,751) (8,281) Inventories ...... 2,248 (19,366) (18,046) Trade payables ...... 37,231 127,300 427,129 Other payables ...... 38,385 58,547 46,118 Employee benefits and provisions ...... 36,131 65,315 (47,709) Deferred revenue ...... 275,803 181,044 161,026 Cash generated from operating activities ...... 982,853 1,069,654 389,370 Interest paid ...... (20,932) (28,670) (31,747) Income tax paid ...... (47,213) (44,944) (39,861) Net cash from operating activities ...... 914,708 996,040 317,762

The accompanying notes are an integral part of these consolidated financial statements.

F-12 SC ELECTRICA SA CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

Note 2013 2012 2011 Cash flows from investing activities Payments for purchases of property, plant and equipment ...... (378,767) (377,515) (405,389) Payments for purchases of property, plant and equipment from customers contribution ...... (246,320) (181,044) (161,026) Payments for purchases of intangible assets ...... (31,340) (14,538) (7,866) Proceeds from sale of property, plant and equipment ...... 939 818 2,270 Interest received ...... 20,839 22,784 31,839 Dividends received ...... 22 ——35,362 Net cash used in investing activities ...... (634,649) (549,495) (504,810) Cash flows from financing activities Repayment of financing of property, plant and equipment ...... (130,404) (150,652) (125,618) Repayment of borrowings ...... (10,271) (30,393) (10,271) Dividends paid ...... 23 (38,679) (7,779) (29,052) Payment of finance lease liabilities ...... (5,598) (5,577) (5,623) Net cash used in financing activities ...... (184,952) (194,401) (170,564) Net increase/(decrease) in cash and cash equivalents ...... 95,107 252,144 (357,612) Cash and cash equivalents at 1 January ...... 19 474,344 217,885 574,045 Effect of movements in exchange rates on cash held ...... 1,700 4,315 1,452 Cash and cash equivalents at 31 December ...... 19 571,151 474,344 217,885

The accompanying notes are an integral part of these consolidated financial statements.

Administrator General Director Marius Eugen Untescu Ioan Rosca Economic Director Emilia Elena Marin

F-13 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

1 Reporting entity and general information (a) General information about the Group These financial statements are the consolidated financial statements of S.C. Electrica S.A. (‘‘the Company’’) and its subsidiaries (together ‘‘the Group’’). The registered office of the Company is 9 Grigore Alexandrescu Street, Sector 1, Bucharest, Romania. The Company has unique registration number 13267221 and Trade Register registration number J40/7425/2000. The sole shareholder of SC Electrica SA is the Romanian State, represented by the Ministry of Economy—Department for Energy. The Company’s subsidiaries are the following:

% shareholding % shareholding % shareholding as at 31 Dec as at 31 Dec as at 31 Dec Subsidiary Activity Tax code Head Office 2013 2012 2011 Electrica Distributie Muntenia Nord SA .... Electricity distribution in 14506181 Ploiesti 78.0000021% 78.0000021% 78.0000021% geographical area of Muntenia Nord Electrica Distributie Transilvania Nord SA . . . Electricity distribution in 14476722 Cluj-Napoca 77.99999% 77.99999% 77.99999% geographical area of Transilvania Nord Electrica Distributie Transilvania Sud SA .... Electricity distribution in 14493260 Brasov 78.0000019% 78.0000019% 78.0000019% geographical area of Transilvania Sud Electrica Furnizare SA . . . Electricity supply 28909028 Bucuresti 77.99997% 77.99997% 77.99997% Electrica Serv SA ...... Services in the energy sector 17329505 Bucuresti 100% 100% 100% (maintenance, repairs, construction) Servicii Energetice Muntenia SA* ...... Services in the energy sector 29384120 Bucuresti 100% 100% — (maintenance, repairs, construction) Servicii Energetice Moldova SA* ...... Services in the energy sector 29386768 Bacau 100% 100% — (maintenance, repairs, construction) Servicii Energetice Banat SA* ...... Services in the energy sector 29388211 Timisoara 100% 100% — (maintenance, repairs, construction) Servicii Energetice Dobrogea SA* ...... Services in the energy sector 29388378 Constanta 100% 100% — (maintenance, repairs, construction) Servicii Energetice Oltenia SA* ...... Services in the energy sector 29389861 Craiova 100% 100% — (maintenance, repairs, construction)

* These subsidiaries were established in 2012 by demerger of Electrica Serv, Electrica SA becoming their sole shareholder

Group’s main activities The main activities of the Group include operation and development of electricity distribution networks and activities related to electricity supply to final consumers. The Group is the electricity distribution operator and the main electricity supplier in Muntenia Nord area (Prahova, Buzau, Dambovita, Braila, Galati and Vrancea counties), Transilvania Nord area (Cluj, Maramures, Satu Mare, Salaj, Bihor and Bistrita-Nasaud counties) and Transilvania Sud area (Brasov, Alba, Sibiu, Mures, Harghita and Covasna counties), operating with transformation stations and 0.4 kV and 110 kV power lines.

F-14 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

1 Reporting entity and general information (Continued) The Company’s distribution subsidiaries (Electrica Distributie Muntenia Nord, Electrica Distributie Transilvania Nord and Electrica Distributie Transilvania Sud) invoice the electricity distribution service to electricity suppliers (mainly to Electrica Furnizare SA subsidiary, the main electricity supplier in Muntenia Nord, Transilvania Nord and Transilvania Sud areas), which further invoice the electricity consumption to final consumers. Electrica Furnizare SA is the supplier of last resort (defined as supplier designated by the regulatory authority to deliver the universal service of electricity supply under specific regulated conditions) in Muntenia Nord, Transilvania Nord and Transilvania Sud areas. According to the regulations issued by the National Authority for Energy Regulation (‘‘ANRE’’), the suppliers of last resort have the obligation to ensure the electricity supply to the final customers which have not exercised their eligibility right—this is the right to choose their electricity supplier (hereinafter named captive consumers). The electricity supply to captive consumers is made based on regulated contracts, with prices that are regulated by ANRE. In 2013 the Company approved the liquidation of 3 subsidiaries: Servicii Energetice Banat, Servicii Energetice Dobrogea and Servicii Energetice Moldova. Servicii Energetice Oltenia also has financial difficulties. In January 2014 the Board of Directors of Servicii Energetice Oltenia decided the commencement of the insolvency process in the view of reorganization. The insolvency process was initiated in 2014. The Romanian authorities assumed in the Letter of Intent of 12 September 2013 on which was based the new stand-by agreement approved by the International Monetary Fund at the end of September 2013, the separation of five service subsidiaries (Servicii Energetice Banat, Servicii Energetice Dobrogea, Servicii Energetice Moldova, Servicii Energetice Oltenia and Servicii Energetice Muntenia) with a view to a possible liquidation. For further information on the financial position of these subsidiaries refer to Note 32.

Initial public offering The Government Decision no. 85/2013 approved the privatization strategy of Electrica SA by initial public offer (‘‘IPO’’). According to the privatization strategy, a 51% stake will be offered for sale by issuance of new shares representing 105% of the existing share capital as at the date of the IPO. The shares will be offered to both individual and institutional investors on the Romanian market, as well as to qualified investors on the US market and Global Depository Receipts ‘‘GDRs’’ on the UK market. The IPO process is currently planned to be finalized in 2014.

(b) Regulations regarding the energy sector Regulatory environment The activity in the energy sector is regulated by National Authority for Energy Regulation (‘‘ANRE’’). Some of the main responsibilities of ANRE are to approve prices and tariffs and to prepare computation methodologies used to establish regulated prices and tariffs.

Electricity distribution Electricity distribution is a monopoly activity. Distribution tariffs are established by a ‘‘tariff basket- price cap’’ mechanism. The tariff setting methodology is approved by ANRE Orders no. 39/2007 and no. 72/2013. The specific distribution tariffs applicable for the years 2013, 2012 and 2011 for the three

F-15 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

1 Reporting entity and general information (Continued) voltage levels (high, medium and low) by regions were approved by ANRE orders as follows (RON/MWh, presented cumulatively for medium and low voltage):

Order 51/19.12.2012 Order 24/25.06.2012 Order 44/23.12.2010 1 January - 31 December 2013 1 July - 31 December 2012 1 January 2011 - 30 June 2012 High Medium Low High Medium Low High Medium Low voltage voltage voltage voltage voltage voltage voltage voltage voltage Transilvania Nord ...... 22.07 66.21 172.80 21.00 63.00 164.42 20.96 62.96 151.60 Transilvania Sud ...... 22.07 66.19 195.75 21.00 62.98 186.25 21.00 59.53 174.30 Muntenia Nord ...... 18.92 63.06 209.15 18.00 60.00 199.00 15.30 53.79 190.07 The following items are considered by ANRE when setting the target revenue for one year of one regulatory period: controllable and non-controllable operating and maintenance costs; costs of electricity purchased for own technological consumption (distribution network losses); regulated depreciation charge; the return on the regulated assets base (‘‘RAB’’); and working capital requirements. The controllable operating and maintenance costs include, without limitation, the following: raw materials and consumables; utilities; maintenance and repairs; rental; insurance; studies and research; other services; employee benefits (salaries, per diem, bonuses); damages paid by the main distribution operator to third parties for maintenance works agreed between parties. The uncontrollable operating and maintenance costs include: costs resulting from payment of taxes, royalties, duties and similar payments; regulated costs related to special expenditure; contributions to health fund, special funds and other similar funds related to the salary fund; regulated distribution costs generated by the use of distribution networks of other operators; extraordinary costs produced by force majeure; termination benefits; costs generated by the impossibility of shutting down the electricity supply for certain consumers, according to the legislation; loss on receivables from electricity distribution; damages paid by the main distribution operator to third parties for maintenance works established in court. The regulated rate of return on RAB is 8.52% for the years 2013 to 2018 (7% for 2012 and 2011).

Regulatory asset base (RAB) In accordance with the ANRE Orders no. 31/2004, 39/2007, and 72/2013, the determination of the distribution tariffs is based on, inter alia, the regulated asset base (‘‘RAB’’). The RAB calculation is based on statutory amounts of capital expenditure. The regulatory asset base at the beginning of the first regulatory period (1 January 2005) (initial RAB) includes the net book value of the property, plant and equipment and intangible assets as approved by ANRE and used only for the regulated electricity distribution. The RAB subsequently calculated includes the net value of the initial RAB and the net value of property, plant and equipment and intangible assets subsequently acquired through investments approved by ANRE. RAB does not include the property, plant and equipment financed through donations, or other irredeemable funds, including the connection fee from the new users of the electricity distribution network (property and equipment obtained through contributions of cash by customers to establish a connection to the network). According to the tariff setting legislation, the distribution operator may request the regulator to recognise in the tariff the revaluation of property, plant and equipment commissioned after 1 January 2005, based on the revaluations performed according to the legislation in force. However, the maximum amount of the revaluation that would be accepted by the regulator may not exceed the cumulative inflation applied to the value of the assets commissioned after 1 January 2005.

F-16 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

1 Reporting entity and general information (Continued) Tariff adjustments Annually, ANRE makes revenue adjustments due to: change in the quantities of electricity distributed compared to the forecast; change in quantities and acquisition price for the regulated own technological consumption (electricity network losses) compared to the forecast; annual change in uncontrollable operating and maintenance costs compared to the forecast; under-/overruns of the approved investments programme; and revenues generated from other operations made by the distribution operator. The differences in revenue arising in relation to the above mentioned stipulations are used to modify the regulated revenue for the next years. The annual corrections are adjusted by the interest rate on one year treasury bills, in real terms. The annual regulated revenue in nominal terms is obtained by applying the adjusted inflation rate for the year of revenue adjustments. In regulated activities, the regulator establishes through the tariff adjustment mechanism (as presented above), the criteria to recognise over or under recoveries of one period in future periods. The Group does not recognise regulatory assets and liabilities in respect of these under or over recoveries, as these differences are recovered or returned through the tariffs charged in subsequent periods. As at 31 December 2013 the Group is in an over-recovery position of approximately RON 142 million, which will be deducted from the tariffs for the next regulatory period (2014 - 2018).

Tariffs increase limitations During the third regulatory period (2014-2018) the distribution tariffs shall not increase year on year by more than 7% in real terms for the weighted average tariff and 10% for each specific distribution tariff. In cases where the increase in tariffs is limited and does not allow distribution operators to obtain the approved regulated revenues in full, the difference shall be recovered in the following year(s) limited to the cap set for tariff increases. Such difference is adjusted with the interest rate on one year treasury bills, in nominal terms.

Electricity supply According to Electricity Law and the European Directive 54/2003 the electricity market is fully opened starting from 1 July 2007 and all consumers were declared eligible. The eligible consumers are free to choose their electricity supplier from which they purchase electricity at negotiated prices. For the other consumers (including those that did not use their eligibility right), the tariffs are regulated by ANRE orders. Until 31 August 2012, the methodology for regulated tariffs calculation for non-eligible consumers or for those that did not use their eligibility right (herein after ‘‘captive consumers’’) was established by ANRE Order no. 133/2008. All the costs of the supplier related to electricity purchased to be sold to captive consumers, transmission and system services, settlement of transactions on the market and distribution related to such consumption, including taxes on electricity established by legislation, are fully transferred, without restriction, to the tariffs for captive consumers. The supply costs (including cost of concluding contracts, invoicing, collection of invoices, customer management database, exchange of information with customers and authorities, IT and telecommunications infrastructure costs) justified for sales to captive consumers are fully transferred to the tariffs. The supplier’s revenue covered the above mentioned costs and the regulated profit. The regulated profit margin stipulated by the above mentioned methodology was 2.5% of the electricity acquisition costs for selling to captive consumers. In case of any variation in the costs recognized in the tariffs for captive consumers, the regulated tariffs were adjusted ex-post every 6 months.

F-17 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

1 Reporting entity and general information (Continued) Starting from 1 September 2012, the methodology for setting tariffs to consumers that do not use the eligibility right is established by ANRE Order no. 30/2012 that includes a proposed timetable for gradual elimination of the regulated tariffs between 2012 and 2017 (‘‘the timetable’’) that sets the share of electricity purchased on the competitive market, in three-month period stages, for sale to consumers that do not use the eligibility right (household and non-household consumers). The categories of justified costs of the last resort supplier, recognized by ANRE in the tariffs applied to the consumers that did not use the eligibility right, according to the methodology, are: electricity acquisition costs, transmission and system services costs, services provided by the centralized electricity market operator to the participants in the centralized electricity markets, electricity distribution cost, electricity supply costs related to consumers that did not use the eligibility right (including cost for concluding contracts, invoicing, call-center, mass-media, salaries and other personnel related costs, rental, taxes, borrowing costs, interest, loss on receivables, debt recovery, financing of cash flow deficits and investments, legal expenses, costs related to the implementation of legislative changes). The revenue should cover the costs and the profit regulated for electricity supply, i.e. 2.5% of the cost forecasted for the electricity acquisition plus revenue adjustments for the previous stage of the timetable. Starting from 1 September 2012, in correlation with the proposed timetable for eliminating the regulated tariffs, the last resort suppliers apply a new electricity tariff called ‘‘the competitive market component’’ (‘‘CPC’’) in the invoice to customers that did not use the eligibility right. The CPC is based on costs for the electricity acquisition on the competitive market estimated by the last resort suppliers, plus costs for transmission and system services, services rendered by the centralized market operator, distribution and supply costs, profit margin, and adjustments for the difference between estimated and actual costs for the previous stage of the timetable. The last resort suppliers submit the CPC pricing proposals to ANRE for approval and the related calculations for the 3 distinct voltage levels. The tariffs for electricity supplied under regulated regime in 2013, 2012 and 2011 are those established by ANRE Orders no. 40/2013, no. 53/2012, no. 25/2012, and no. 102/2009. The acquisition prices paid to producers for the electricity purchased based on regulated contracts for delivery under the regulated regime to captive consumers / consumers that did not use the eligibility right are established by ANRE.

Green certificates Electricity suppliers have the legal obligation to purchase/supply a specified share of renewable energy through the annual purchase of green certificates, on the basis of annual targets or quotas set by law for the share of gross electricity generation from renewable sources. According to Law 134/2012, starting September 2012 the cost of green certificates are billed to end consumers separately from the tariffs for electricity.

2 Basis of accounting These consolidated financial statements have been prepared in accordance with International Reporting Standards (‘‘IFRS’’) as endorsed by the European Union (‘‘IFRS-EU’’). They were authorized for issue by the Board of Directors on 15 April 2014. The Company presents three years of financial statements for the purposes of inclusion in the Prospectus prepared for the IPO. The Company has withdrawn the consolidated financial statements prepared in accordance with IFRS-EU for the year 2011 previously issued. This document includes restated amounts for the year 2011.

F-18 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

2 Basis of accounting (Continued) Details of the Group’s accounting policies are included in Note 6. The Group has consistently applied the accounting policies to all periods presented in these consolidated financial statements.

3 Functional and presentation currency These consolidated financial statements are presented in Lei (RON), which is the functional currency of all group companies. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

4 Use of judgements and estimates In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

(a) Judgements Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the consolidated financial statements is included below.

Service Concession Arrangements The European Union adopted IFRIC 12 ‘‘Service Concession Arrangements’’ effective for financial years starting on or after 1 April 2009. The distribution subsidiaries (as operators) concluded concession contracts with the Ministry of Economy and Commerce (as grantor) in 2005, updated in 2009 by an addendum. These contracts concern the operation of electricity distribution service in the established territory (Transilvania Nord, Transilvania Sud, Muntenia Nord), on the risk and responsibility of the operators and taking into account the technical regulations applicable to the operation, modernization, rehabilitation and development of energy distribution networks specified in the Electricity Law, the terms and conditions of the license for electricity distribution and the regulations issued by ANRE. Before entering into these service concessions, the distribution infrastructure was held by the operators and accounted as property, plant and equipment. The concession contracts are concluded for a period of 49 years and may be extended for a period equal to no more than half of that period. As a price for the concession, the companies pay an annual royalty fee recognized in the distribution tariff of 1/1000 of the revenues from electricity distribution. According to the concession contracts, the companies use the assets representing the distribution network owned by them located in the above-mentioned territory for the electricity distribution. According to the concession contracts, the grantor will buy at the end of the concession contract the ownership right on the ‘‘relevant assets’’, that is the electricity distribution networks, at a price equal to the value of the regulated assets base at the end of the concession. IFRIC 12 deals with public-to-private service concession arrangements. Since the Group is controlled by the Romanian State, the concession arrangement is a form of public-to-public service arrangement and therefore does not fall under the provisions of IFRIC 12. However, due to the initial public offering, the management should re-analyse the accounting treatment used and applicability of IFRIC 12. One of the main factors considered by management is the public-to-private characteristic of the relationship. Based on the IPO strategy established by Government Decision no. 85/2013, it is expected that the State will hold a 49% interest in Electrica after the IPO, and 51% of the shares subsequently be hold by both individual and institutional investors. Based on the current strategy of the Government, the

F-19 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

4 Use of judgements and estimates (Continued) State is expected to continue to hold its interest for a considerable period after the IPO, and there are no plans by the Government to sell further shares in Electrica in the foreseeable future. A minimum of 10% of the share capital will be offered for retail, with the possibility of increasing the percentage in case of oversubscription. The voting power arrangements after the IPO are currently under discussion. Therefore the evaluation of control over the Group would be reanalysed after the actual exercise of voting powers. After this evaluation the management will conclude whether the concession arrangement remains a form of public-to-public service arrangement and therefore not falling under the provisions of IFRIC 12 or it would become a public-to-private service arrangement. Therefore, it is possible that in the future the Group change its accounting policy regarding the accounting of service concession arrangements. In case the Group will change its accounting policy according to IFRIC 12, the management applied its judgment and estimated that the impact of the financial statements as of 31 December 2013, 2012 and 2011 will be mainly as follows: (a) reclassification from property, plant and equipment to intangible assets of the amount related to the network assets with no significant impact on the total non-current assets, total assets and equity, and (b) recognition of a construction revenue and construction costs in the statement of profit or loss with no significant impact on the net profit for the years 2013, 2012 and 2011. In concluding this, management has made a judgment related to the depreciation life and method of the intangible asset based on economic factors related to the economic benefits that would be received by the entity and based on the expected pattern of the expected future economic benefits determined by the methodology for distribution tariff setting.

(b) Assumptions and estimation uncertainties Information about assumptions and estimation uncertainties that may result in a material adjustment in the subsequent twelve month period is included in the following notes: • Notes 17 and 30—assumptions and estimates about the recoverability of receivables; • Note 6 j)—estimates regarding the useful lives of property, plant and equipment; • Note 20—assumptions regarding the revalued amount of the property, plant and equipment; • Note 32—assumptions and estimates regarding the measurement of assets of the subsidiaries under financial distress; • Note 16—recognition of deferred tax assets: availability of future taxable profit against which tax loss carried forward can be used; • Notes 29 and 33—recognition and measurement of provisions and contingencies; • Note 14—measurement of defined benefit obligations and other long-term employee benefits: key actuarial assumptions.

Measurement of fair values A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows. • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

F-20 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

4 Use of judgements and estimates (Continued) • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. Further information about the assumptions made in measuring fair values is included in the following notes: • Note 30—financial instruments; • Note 20—property, plant and equipment.

5 Basis of measurement The consolidated financial statements have been prepared on the historical cost basis except for the property, plant and equipment, which are measured based on revaluation model. The assets and liabilities of the subsidiaries in financial distress (Servicii Energetice Banat, Servicii Energetice Dobrogea, Servicii Energetice Moldova, Servicii Energetice Oltenia) are not prepared on a going concern basis but on an alternate basis, as disclosed in Note 32.

6 Significant accounting policies The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements.

(a) Basis of consolidation (i) Subsidiaries Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date control ceases. Control is the power to govern the financial and operating policies of an entity to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.

(ii) Loss of control On the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently that retained interest is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

(iii) Non-controlling interests The Group measures any non-controlling interests in the subsidiary at their proportionate share of the subsidiary’s identifiable net assets.

F-21 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

6 Significant accounting policies (Continued) Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as transactions with owners in their capacity as owners. Adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary.

(iv) Investments in equity-accounted investees Equity-accounted investees (or associates) are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20 percent and 50 percent of the voting power of another entity. Investments in associates are accounted for under the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of equity-accounted investees, from the date that significant influence commences until the date that significant influence ceases.

(v) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses arising from intra- group transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

(b) Revenue Revenue is recognized when it is probable that the economic benefits associated with the transaction will flow to the Group, and the amount of the revenue can be measured reliably. Revenue is recognized at the fair value of the services rendered or goods delivered, net of VAT, excises or other taxes related to the sale.

Supply and distribution of electricity The revenue from supply and distribution of electricity to consumers is recognized when electricity is delivered to consumers, based on meter readings and based on estimates for electricity delivered and for which no reading was performed yet. The invoicing of electricity sales is performed on a monthly basis. Monthly electricity invoices are based on meter readings or on estimated consumptions based on the historical data of each consumer. Electricity supplied to consumers which is not yet billed as at the reporting date is accrued on the basis of recent average consumptions or based on subsequent meter readings. Differences between estimated and actual amounts are recorded in subsequent periods.

Customer contributions According to the law, the value of new connections to the electricity network is charged to the final consumers as connection fee. The new connections to the electricity network are the property of the Group. The Group recognizes the connection fee received as deferred revenue in the consolidated statement of financial position and subsequently records it as revenues on a systematic basis over the useful life of the asset.

F-22 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

6 Significant accounting policies (Continued) Rendering of services Revenues related to services rendered are recognised in the period in which the services were rendered based on statements of work performed, regardless of when paid or received, in accordance with the accrual basis.

Sales of goods Revenue from sale of goods is recognized when the goods are delivered and significant risks and rewards of ownership of the goods have passed to the buyer.

(c) Commissions Group assesses its revenue arrangements against specific criteria to determine if it is acting as principal or agent. The Group has concluded that it is acting as a principal in all of its revenue arrangements except for collection of radio and TV taxes. If the Group acts in the capacity of an agent rather than as the principal in a transaction, then the income recognised is the net amount of commission earned by the Group.

(d) Finance income and finance costs The Group’s finance income and finance costs include: • interest income; • interest expense; • the foreign currency gain or loss on financial assets and financial liabilities; • impairment losses recognised on financial assets (other than trade receivables). Interest income or expense is recognised using the effective interest method.

(e) Foreign currency transactions Transactions in foreign currencies are translated to the functional currency at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate at the reporting date, as communicated by the National Bank of Romania. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Foreign currency differences are recognised in profit or loss. Non-monetary items that are measured based on historical cost in a foreign currency are not translated.

(f) Employee benefits (i) Short-term employee benefits Short-term employee benefits are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

F-23 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

6 Significant accounting policies (Continued) (ii) Defined contribution plans Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

(iii) Defined benefit plans The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets. The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, are recognised immediately in other comprehensive income. The Group determines the net interest expense (income) on the net defined benefit liability for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability, taking into account any changes in the net defined benefit liability during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(iv) Other long-term employee benefits The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognised in profit or loss in the period in which they arise.

(v) Termination benefits Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the end of the reporting period, then they are discounted.

(g) Income tax Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income, in which case the tax is recognised directly in equity or in other comprehensive income.

(i) Current tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

F-24 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

6 Significant accounting policies (Continued) (ii) Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: • temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; • temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and • taxable temporary differences arising on the initial recognition of goodwill. Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if certain criteria are met.

(h) Green certificates The cost of green certificates are accrued in the profit or loss based on the quantitative quota determined by the regulator representing the amount of the green certificates that the Group has to purchase for the year and based on the price of green certificates on the centralized market.

(i) Inventories Inventories consist mainly of consumables, goods for resale and other inventories. Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average cost method. The cost of inventories includes all the acquisition costs and other expenses related to bringing the inventories to their current place and condition. Consumables used for the repairs and maintenance of the electricity network are included in profit and loss when consumed and presented in ‘‘Repairs, maintenance and materials’’.

(j) Property, plant and equipment (i) Recognition and measurement Property, plant and equipment are stated initially at cost, which includes purchase price and other costs directly attributable to acquisition and bringing the asset to the location and condition necessary for their intended use. After initial recognition, items of property, plant and equipment, except construction in progress, are measured at revalued amounts, which includes any accumulated depreciation and any accumulated impairment losses since the most recent valuation.

F-25 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

6 Significant accounting policies (Continued) Until 31 December 2003 the Group has restated the cost of property, plant and equipment according to IAS 29 ‘‘Financial Reporting in Hyperinflationary Economies’’, with its effect being recognized in retained earnings. Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using the fair value at the end of the reporting period. When an item of property, plant and equipment is revalued, the accumulated depreciation is eliminated against the gross carrying amount of that item, then the net amount restated to the revalued amount of the asset. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Spare parts, stand-by and servicing equipment are classified as property, plant and equipment if they are expected to be used during more than one period or can be used only in connection with an item of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

(ii) Subsequent expenditure Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

(iii) Depreciation Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is recognised in profit or loss. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land and construction in progress are not depreciated. The estimated useful lives of property, plant and equipment are as follows:

Category Useful lives Buildings ...... 60 - 70 (average 67 years) Equipment for electricity distribution network Electricity lines on wooden pillars ...... 30 Electricity lines on concrete pillars ...... 50 Underground Electricity lines ...... 35 Other Electricity lines ...... 35 Transformers ...... 40 Meters ...... 10 Measurement and control devices ...... 3 - 10 (average 7 years) Motor vehicles ...... 4 - 10 (average 7 years) Office equipment ...... 5 - 10 (average 7 years) Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

F-26 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

6 Significant accounting policies (Continued) (k) Intangible assets (i) Recognition and measurement Intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.

(ii) Subsequent expenditure Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

(iii) Amortisation Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. The estimated useful lives of software and licenses are 3-5 years. Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(l) Assets held for distribution Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-distribution if it is highly probable that they will be recovered primarily through distribution rather than through continuing use. Such assets, or disposal groups, are measured at the lower of their carrying amount and fair value less costs of disposal. Impairment losses on initial classification as held-for-distribution and subsequent gains and losses on remeasurement are recognised in profit or loss.

(m) Financial instruments The Group classifies non-derivative financial assets into the following categories: loans and receivables and available-for-sale financial assets. The Group classifies non-derivative financial liabilities into the other financial liabilities category.

(i) Non-derivative financial assets and financial liabilities—recognition and derecognition The Group initially recognises loans and receivables on the date when they are originated. Financial liabilities are initially recognised on the trade date, which is the date the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognised financial assets that is created or retained by the Group is recognised as a separate asset or liability. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

F-27 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

6 Significant accounting policies (Continued) Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

(ii) Non-derivative financial assets—measurement Loans and receivables These assets are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method. Loans and receivables comprise trade receivables and cash and cash equivalents.

Trade receivables Trade receivables include mainly invoices issued until reporting date for supply and distribution of electricity and services, late payment penalties and accrued revenue for electricity delivered and services rendered until the end of the year, but invoiced after the end of the year.

Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits and deposits with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the Group in the management of its short-term commitments.

Available for sale financial assets Available-for-sale financial assets are measured at fair value, except for available-for-sale financial assets whose fair value cannot be measured reliably, or when there is significant variability in the range of reasonable fair value estimates and the probabilities of the various estimates within the range cannot be assessed reasonably, in which case they are measured at cost.

(iii) Non-derivative financial liabilities—measurement Non-derivative financial liabilities are initially recognised at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest method. Other financial liabilities include bank borrowings, bank overdrafts, financing of property, plant and equipment and trade payables. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents in the statement of cash flows.

(iv) Share capital Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares, net of any tax effects, are recognised as a deduction from equity.

(n) Impairment (i) Non-derivative financial assets Financial assets are assessed at each reporting date to determine whether there is objective evidence of impairment.

F-28 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

6 Significant accounting policies (Continued) Objective evidence that financial assets are impaired includes: • default or delinquency by a debtor; • restructuring of an amount due to the Group on terms that the Group would not consider otherwise; • indications that a debtor or issuer will enter bankruptcy; • adverse changes in the payment status of borrowers or issuers; • the disappearance of an active market for a security; or • observable data indicating that there is measurable decrease in expected cash flows from a group of financial assets.

Financial assets measured at amortised cost The Group considers evidence of impairment for these assets at both an individual asset and a collective level. All individually significant assets are individually assessed for impairment. Those found not to be impaired are then collectively assessed for any impairment that has been incurred but not yet individually identified. Assets that are not individually significant are collectively assessed for impairment. Collective assessment is carried out by grouping together assets with similar risk characteristics. In assessing collective impairment, the Group uses historical information on the timing of recoveries and the amount of loss incurred, and makes an adjustment if current economic and credit conditions are such that the actual losses are likely to be greater or lesser than suggested by historical trends. An impairment loss is calculated as the difference between an asset’s carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and are reflected in an allowance account. For household customers the receivables are written off when the Group considers that there are no realistic prospects of recovery of the asset. For customers other than households, the amounts are written off after the legal proceedings regarding the bankruptcy or liquidation of the customer are completed. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through profit or loss.

(ii) Non-financial assets At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating units (‘‘CGUs’’). The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value

F-29 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

6 Significant accounting policies (Continued) using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss, except for the property, plant and equipment measured at the revalued amount, in which case the impairment loss is recognised in other comprehensive income and decreases the revaluation reserve within equity to the extent that it reverses a previous revaluation surplus related to the same asset. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. A reversal of an impairment loss other than on revalued assets is recognised in profit or loss. A reversal of an impairment loss on a revalued asset is recognised in profit or loss to the extent that it reverses an impairment loss on the same asset that was previously recognised as an expense in profit or loss. Any additional increase in the carrying amount of the asset is treated as a revaluation increase.

(o) Revaluation reserve The difference between the revalued amount and the net carrying amount of property, plant and equipment is recognised as revaluation reserve included in equity. If an asset’s carrying amount is increased as a result of a revaluation, the increase is recognised and accumulated in equity under the heading of revaluation reserve. However, the increase is recognised in profit and loss to the extent that it reverses a revaluation decrease of the same amount of the asset previously recognised in profit and loss. If an asset’s carrying amount is decreased as a result of a revaluation, the decrease is recognised in profit or loss. However, the decrease is recognized in equity in revaluation reserves if there is any credit balance existing in the revaluation reserve in respect of that asset. The revaluation reserve is transferred to retained earnings an amount corresponding to the use of the asset (as the asset is depreciated) and upon disposal of the asset.

(p) Dividends Dividends are recognized as a deduction from equity in the period in which their distribution is approved and recognised as a liability to the extent it is unpaid at the reporting date. Dividends are disclosed in the notes to financial statements when their distribution is proposed after the reporting date and before the date of the issuance of the financial statements.

(q) Additional contributions from shareholder These contributions from the shareholder represent contributions of land for which the Company obtained title deeds and which will increase the share capital of the Company as State’s contribution, after registration in the Trade Registry. The amounts recorded are based on the fair value of the land.

(r) Provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows

F-30 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

6 Significant accounting policies (Continued) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost. A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating losses are not provided for.

(s) Leases (i) Determining whether an arrangement contains a lease At inception of an arrangement, the Group determines whether the arrangement is or contains a lease. At inception or on reassessment of an arrangement that contains a lease, the Group separates payments and other consideration required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes that, for a finance lease, it is impracticable to separate the payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset; subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the Group’s incremental borrowing rate.

(ii) Leased assets Assets held by the Group under leases that transfer to the Group substantially all of the risks and rewards of ownership are classified as finance leases. The leased assets and finance lease liability are measured initially at an amount equal to the lower of their fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to that asset. Assets held under other leases are classified as operating leases and are not recognised in the Group’s consolidated statement of financial position.

(iii) Lease payments Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease. Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

(iv) Rental income Rental income from property other than investment property is recognised as other income. Rental income is recognised on a straight-line basis over the term of the lease.

(t) Segment reporting Segment results that are reported to the Company’s General Director (the chief operating decision maker) include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly deferred taxes.

F-31 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

6 Significant accounting policies (Continued) (u) Subsequent events Events occurring after the reporting dates 31 December 2013, 2012 and 2011, which provide additional information about conditions prevailing at those reporting dates (adjusting events) are reflected in the consolidated financial statements. Events occurring after the reporting dates that provide information on events that occurred after the reporting dates (non-adjusting events), when material, are disclosed in the notes to the consolidated financial statements. When the going concern assumption is no longer appropriate at or after the reporting period, the financial statements are not prepared on a going concern basis.

7 New standards and interpretations not yet adopted A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2013, and have not been applied in preparing these consolidated financial statements. Those which may be relevant to the Group are set out below. The Group does not plan to adopt these standards early.

(a) IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities (2011) (effective for annual periods beginning on or after 1 January 2014 under IFRS-EU) IFRS 10 introduces a single control model to determine whether an investee should be consolidated. IFRS 12 brings together into a single standard all the disclosure requirements about an entity’s interests in subsidiaries, joint arrangements, associates and unconsolidated structured entities. The Group is currently assessing the disclosure requirements for interests in subsidiaries and associates in comparison with the existing disclosures. IFRS 12 requires the disclosure of information about the nature, risks and financial effects of these interests. The adoption of these standards is not expected to have a significant impact on the Group, except for more detailed disclosures.

(b) IFRS 9 Financial Instruments (2010), IFRS 9 Financial Instruments (2009) IFRS 9 (2009) introduces new requirements for the classification and measurement of financial assets. Under IFRS 9 (2009), financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. IFRS 9 (2010) introduces additional changes relating to financial liabilities. The IASB currently has an active project to make limited amendments to the classification and measurement requirements of IFRS 9 and add new requirements to address the impairment of financial assets and hedge accounting. The adoption of IFRS 9 (2010) and (2009) is not expected to have a significant impact on the Group’s financial assets and liabilities.

F-32 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

8 Operating segments (a) Basis for segmentation The following summary describes the operations of each reportable segment.

Reportable segments Operations Electricity supply ...... Buying and supplying electricity to final consumers (includes Electrica Furnizare SA and the supply activity of Electrica SA) Electricity distribution ...... Electricity distribution service (includes Electrica Distributie Muntenia Nord SA, Electrica Distributie Transilvania Nord SA, Electrica Distributie Transilvania Sud SA, Electrica Serv SA and the investments in the distribution activity done by Electrica SA) External electricity network maintenance ...... Repairs, maintenance and other services for electricity networks owned by other distributors (includes Servicii Energetice Banat SA, Servicii Energetice Dobrogea SA, Servicii Energetice Moldova SA, Servicii Energetice Oltenia SA and Servicii Energetice Muntenia SA) Headquarter ...... Includes corporate services at parent level The General Director of the Company reviews management reports of each segment. Segment profit before tax is used to measure performance because management believes that such information is the most relevant in evaluating the results of the segments.

F-33 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

8 Operating segments (Continued) (b) Information about reportable segments

External Consolidation electricity Total for eliminations Year ended 31 December Electricity Electricity network reportable and Consolidated 2013 supply distribution maintenance Headquarter segments adjustments total External revenues . . . 4,570,091 485,814 100,728 — 5,156,633 — 5,156,633 Inter-segment revenue 209,936 1,570,404 ——1,780,340 (1,780,340) — Segment revenue .... 4,780,027 2,056,218 100,728 — 6,936,973 (1,780,340) 5,156,633 Segment profit (loss) before tax ...... 109,742 278,566 (45,102) 73,648 416,854 (27,332) 389,522 Net finance (cost)/ income ...... (176) (15,448) 327 94,035 78,738 (90,291) (11,553) Depreciation, amortization and impairment of PP&E, net ...... (7,183) (386,703) (3,382) (13,494) (410,762) — (410,762) EBITDA* ...... 117,101 680,717 (42,047) (6,893) 748,878 — 748,878 Segment net profit (loss) ...... 89,676 224,980 (46,628) 73,648 341,676 (27,332) 314,344 Salaries and other employee benefits . (84,570) (573,735) (84,922) (22,705) (765,932) — (765,932) Share of profit (loss) of equity accounted investees ...... ———62,959 62,959 — 62,959 Segment assets ..... 1,409,768 6,645,504 372,062 214,854 8,642,188 1,557,533 10,199,721 Trade and other receivables ...... 1,213,788 649,927 44,004 — 1,907,719 (757,187) 1,150,532 Cash and cash equivalents ...... 92,146 412,580 1,983 144,126 650,835 — 650,835 Assets held for distribution ...... ———2,243,494 2,243,494 — 2,243,494 Trade and other payables, and short term employee benefits ...... 880,349 417,795 382,700 3,307 1,684,151 (588,007) 1,096,144 Bank overdrafts ..... 42,218 467 — 36,999 79,684 — 79,684 Financing for PP&E and finance lease . . — 273,199 ——273,199 — 273,199 Capital expenditure . . 4,986 634,756 683 — 640,425 9,120 649,545

F-34 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

8 Operating segments (Continued) The breakdown of the Electricity distribution reportable segment is as follows:

Distribution Distribution Distribution Electricity Total Muntenia Transilvania Transilvania network Electricity Year ended 31 December 2013 Nord Nord Sud maintenance Eliminations distribution External revenues ...... 157,570 150,155 167,151 10,938 — 485,814 Inter-segment revenue ...... 579,871 468,568 511,430 385,119 (374,584) 1,570,404 Segment revenue ...... 737,441 618,723 678,581 396,057 (374,584) 2,056,218 Segment profit (loss) before tax ...... 128,691 75,068 73,486 1,321 — 278,566 Net finance (cost)/income .... 6,546 (7,104) (12,395) (2,495) — (15,448) Depreciation, amortization and impairment of PP&E, net . . (102,658) (133,933) (134,361) (15,751) — (386,703) EBITDA* ...... 224,803 216,105 220,242 19,567 — 680,717 Net profit (loss) ...... 105,968 51,628 55,509 11,875 — 224,980 Salaries and other employee benefits ...... (145,203) (131,675) (121,692) (175,165) — (573,735) Segment assets ...... 2,343,997 1,840,521 1,987,822 600,505 (127,341) 6,645,504 Trade and other receivables . . . 163,934 133,660 156,399 323,275 (127,341) 649,927 Cash and cash equivalents .... 324,565 31,621 47,062 9,332 — 412,580 Trade and other payables, and short term employee benefits 133,435 140,400 133,254 138,047 (127,341) 417,795 Bank overdrafts ...... — 467 —— —467 Financing for PP&E and finance lease ...... 78,722 53,891 139,798 788 — 273,199 Capital expenditure ...... 211,310 214,060 207,316 2,070 — 634,756

F-35 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

8 Operating segments (Continued)

External Consolidation electricity Total for eliminations Electricity Electricity network reportable and Consolidated Year ended 31 December 2012 supply distribution maintenance Headquarter segments adjustments total External revenues ...... 4,653,221 446,647 153,080 — 5,252,948 — 5,252,948 Inter-segment revenue ...... 147,412 1,497,670 ——1,645,082 (1,645,082) — Segment revenue ...... 4,800,633 1,944,317 153,080 — 6,898,030 (1,645,082) 5,252,948 Segment profit (loss) before tax . 97,304 222,923 (104,749) 12,486 227,964 240,392 468,356 Net finance (cost)/income ..... (9,907) (22,116) 537 13,805 (17,681) (6,386) (24,067) Depreciation, amortization and impairment of PP&E, net . . . (9,215) (377,943) (13,248) (1,439) (401,845) — (401,845) EBITDA* ...... 116,426 622,982 (92,038) 120 647,490 — 647,490 Segment net profit (loss) ..... 78,958 175,722 (91,765) 12,486 175,401 240,392 415,793 Salaries and other employee benefits ...... (79,041) (553,047) (100,824) (21,816) (754,728) — (754,728) Share of profit (loss) of equity accounted investees ...... —— —246,778 246,778 — 246,778 Segment assets ...... 1,222,775 6,362,190 400,561 294,280 8,279,806 1,612,586 9,892,392 Trade and other receivables . . . 998,331 667,172 68,495 — 1,733,998 (628,265) 1,105,733 Cash and cash equivalents . . . . 101,463 350,267 5,036 185,045 641,811 — 641,811 Equity-accounted investees . . . . —— —1,042,153 1,042,153 — 1,042,153 Other investments ...... —— 1,138,326 1,138,326 — 1,138,326 Trade and other payables, and short term employee benefits . 874,016 450,818 351,358 41,464 1,717,656 (605,814) 1,111,842 Bank borrowings ...... —— —9,292 9,292 — 9,292 Bank overdrafts ...... 68,363 43,372 — 55,732 167,467 — 167,467 Financing for PP&E and finance lease ...... — 336,673 ——336,673 — 336,673 Capital expenditure ...... 14,498 597,375 3,241 — 615,114 1,782 616,896

F-36 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

8 Operating segments (Continued) The breakdown of the Electricity distribution reportable segment is as follows:

Distribution Distribution Distribution Electricity Total Muntenia Transilvania Transilvania network Electricity Year ended 31 December 2012 Nord Nord Sud maintenance Eliminations distribution External revenues ...... 136,767 137,841 143,369 28,670 — 446,647 Inter-segment revenue .... 563,125 435,919 492,739 374,062 (368,175) 1,497,670 Segment revenue ...... 699,892 573,760 636,108 402,732 (368,175) 1,944,317 Segment profit (loss) before tax ...... 106,025 62,027 58,011 (3,140) — 222,923 Net finance (cost)/income . . 159 (7,031) (9,917) (5,327) — (22,116) Depreciation, amortization and impairment of PP&E, net...... (96,769) (133,033) (128,665) (19,476) — (377,943) EBITDA* ...... 202,635 202,091 196,593 21,663 — 622,982 Net profit (loss) ...... 81,756 52,818 46,423 (5,275) — 175,722 Salaries and other employee benefits ...... (127,881) (120,383) (114,480) (190,303) — (553,047) Segment assets ...... 2,209,340 1,741,837 1,874,047 635,873 (98,907) 6,362,190 Trade and other receivables. 160,563 124,253 142,163 339,100 (98,907) 667,172 Cash and cash equivalents . . 301,203 23,342 16,910 8,812 — 350,267 Trade and other payables, and short term employee benefits ...... 132,048 141,570 126,947 149,161 (98,908) 450,818 Bank overdrafts ...... — 17,938 25,434 ——43,372 Financing for PP&E and finance lease ...... 92,976 62,770 153,462 27,465 — 336,673 Capital expenditure ...... 166,484 200,256 222,012 8,623 — 597,375

F-37 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

8 Operating segments (Continued)

External Consolidation electricity Total for eliminations Electricity Electricity network reportable and Consolidated Year ended 31 December 2011 supply distribution maintenance Headquarter segments adjustments total External revenues ...... 4,710,310 423,208 234,904 — 5,368,422 — 5,368,422 Inter-segment revenue ...... 114,717 1,449,319 ——1,564,036 (1,564,036) — Segment revenue ...... 4,825,027 1,872,527 234,904 — 6,932,458 (1,564,036) 5,368,422 Segment profit (loss) before tax (125,782) 57,106 (48,586) (5,132) (122,394) 75,655 (46,739) Net finance (cost)/income .... (6,668) (24,222) (7,356) 19,933 (18,313) 978 (17,335) Depreciation, amortization and impairment of PP&E, net . . . (8,788) (358,909) (9,384) (1,697) (378,778) — (378,778) EBITDA* ...... (110,326) 440,237 (31,846) (23,368) 274,697 — 274,697 Segment net profit (loss) ..... (137,675) 35,475 (48,022) (5,132) (155,354) 75,655 (79,699) Salaries and other employee benefits ...... (69,276) (545,863) (156,787) (21,222) (793,148) — (793,148) Share of profit (loss) of equity accounted investees ...... —— 74,677 74,677 — 74,677 Segment assets ...... 1,386,307 5,809,477 537,896 319,612 8,053,292 1,438,131 9,491,423 Trade and other receivables . . . 1,233,836 460,636 85,528 — 1,780,000 (453,463) 1,326,537 Cash and cash equivalents .... 59,880 234,240 10,590 194,638 499,348 — 499,348 Equity-accounted investees . . . —— 1,601,648 1,601,648 — 1,601,648 Other investments ...... —— 224,089 224,089 — 224,089 Trade and other payables, and short term employee benefits 1,025,922 562,917 51,590 26,067 1,666,496 (445,871) 1,220,625 Bank borrowings ...... — 20,122 — 20,542 40,664 — 40,664 Bank overdrafts ...... 168,439 73,429 — 39,595 281,463 — 281,463 Financing for PP&E and finance lease ...... — 252,857 ——252,857 — 252,857 Capital expenditure ...... 5,610 541,789 3,841 — 551,240 2,595 553,835

F-38 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

8 Operating segments (Continued) The breakdown of the Electricity distribution reportable segment is as follows:

Distribution Distribution Distribution Electricity Total Muntenia Transilvania Transilvania network Electricity Year ended 31 December 2011 Nord Nord Sud maintenance Eliminations distribution External revenues ...... 120,665 114,783 131,342 56,418 — 423,208 Inter-segment revenue ...... 546,628 419,282 474,072 362,004 (352,667) 1,449,319 Segment revenue ...... 667,293 534,065 605,414 418,422 (352,667) 1,872,527 Segment profit (loss) before tax . 72,051 29,047 14,162 (58,154) — 57,106 Net finance (cost)/income ..... (251) (6,592) (11,706) (5,673) — (24,222) Depreciation, amortization and impairment of PP&E, net .... (91,043) (114,379) (131,595) (21,892) — (358,909) EBITDA* ...... 163,345 150,018 157,463 (30,589) — 440,237 Net profit (loss) ...... 58,759 23,711 10,046 (57,041) — 35,475 Salaries and other employee benefits ...... (131,917) (121,152) (110,884) (181,910) — (545,863) Segment assets ...... 2,034,621 1,656,039 1,774,118 437,869 (93,170) 5,809,477 Trade and other receivables .... 155,131 113,565 135,139 149,971 (93,170) 460,636 Cash and cash equivalents ..... 197,053 17,543 13,377 6,267 — 234,240 Trade and other payables, and short term employee benefits . 140,422 150,888 153,218 211,559 (93,170) 562,917 Bank borrowings ...... — 20,122 —— —20,122 Bank overdrafts ...... — 19,853 53,576 ——73,429 Financing for PP&E and finance lease ...... 69,543 45,150 106,912 31,252 — 252,857 Capital expenditure ...... 152,946 172,066 211,125 5,652 — 541,789

* EBITDA (Earnings before interest, tax, depreciation and amortisation) for operating segments is defined and calculated as segment profit (loss) before tax of a given operating segment adjusted for i) depreciation, amortization and impairment/ reversal of impairment of property, plant and equipment and intangible assets in the operating segment, ii) net finance (cost)/ income in the operating segment, iii) share of profit (loss) of equity-accounted investees in the operating segment (as disclosed in the income statements). EBITDA is not an IFRS measure and should not be treated as alternative to IFRS measures. Moreover, EBITDA is not uniformly defined. The method used of calculation EBITDA used by other companies may differ significantly from that used by the Group. In consequence, the EBITDA presented in this note cannot, as such, be relied upon for the purpose of comparison to EBITDA of other companies.

F-39 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

8 Operating segments (Continued) (c) Reconciliation of information on reportable segments to IFRS measures

2013 2012 2011 Revenues Total revenue for reportable segments ...... 6,936,973 6,898,030 6,932,458 Elimination of inter-segment revenue ...... (1,780,340) (1,645,082) (1,564,036) Consolidated revenue ...... 5,156,633 5,252,948 5,368,422 Profit/(loss) before tax Total profit/(loss) before tax for reportable segments ...... 416,854 227,964 (122,394) Elimination of inter-segment profit/(loss) before tax ...... (90,291) (6,386) 978 Share of profit of equity-accounted investees ...... 62,959 246,778 74,677 Consolidated profit/(loss) before tax ...... 389,522 468,356 (46,739) Net finance (cost)/income Total net finance (cost)/income ...... 78,738 (17,681) (18,313) Elimination of inter-segment net finance (cost)/income ...... (90,291) (6,386) (315) Unallocated amounts ...... ——1,293 Consolidated total net finance (cost)/income ...... (11,553) (24,067) (17,335) Net profit/ (loss) Total net profit/(loss) for reportable segments ...... 341,676 175,401 (155,354) Elimination of inter-segment net profit/(loss) ...... (90,291) (6,386) 978 Share of profit of equity-accounted investees ...... 62,959 246,778 74,677 Consolidated net profit/(loss) ...... 314,344 415,793 (79,699) Total assets Total assets for reportable segments ...... 8,642,188 8,279,806 8,053,292 Elimination of inter-segment assets ...... (768,396) (661,787) (492,175) Assets held for distribution ...... 2,243,494 —— Equity-accounted investees ...... — 1,042,153 1,601,648 Other investments ...... 1,138,326 224,089 Unallocated amounts ...... 82,435 93,894 104,569 Consolidated total assets ...... 10,199,721 9,892,392 9,491,423 Trade and other receivables Trade and other receivables for reportable segments ...... 1,907,719 1,733,998 1,780,000 Elimination of inter-segment trade and other receivables ...... (754,261) (616,054) (437,099) Unallocated amounts ...... (2,926) (12,211) (16,364) Consolidated trade and other receivables ...... 1,150,532 1,105,733 1,326,537 Trade and other payables and short term employee benefits Trade and other payables and short term employee benefits for reportable segments ...... 1,684,151 1,717,656 1,666,496 Elimination of inter-segment trade and other payables and short term employee benefits ...... (585,081) (593,603) (429,507) Unallocated amounts ...... (2,926) (12,211) (16,364) Consolidated trade and other payables ...... 1,096,144 1,111,842 1,220,625

F-40 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

8 Operating segments (Continued) (d) Reconciliation of other material items

Reportable Consolidated segments totals Adjustments totals 2013 Capital expenditure ...... 640,425 9,120 649,545 2012 Capital expenditure ...... 615,114 1,782 616,896 2011 Capital expenditure ...... 551,240 2,595 553,835

9 Revenue

2013 2012 2011 Supply and distribution of electricity ...... 4,939,831 4,975,298 4,997,359 Repairs and maintenance and other services rendered ...... 121,056 193,813 287,534 Release of connection fees (customers’ contributions) ...... 72,311 62,238 58,886 Re-connection fees ...... 12,608 11,735 4,280 Sales of merchandise ...... 10,827 9,864 20,363 Total ...... 5,156,633 5,252,948 5,368,422

10 Income and expenses (a) Other income Other income include mainly rent income of RON 73,504 thousand in 2013 (2012: RON 68,821 thousand; 2011: RON 64,762 thousand), late payment penalties from customers of RON 26,556 thousand in 2013 (2012: RON 23,550 thousand; 2011: RON 86,093 thousand) and commissions for the collection of radio and TV taxes (Note 27) of RON 13,486 thousand in 2013 (2012: RON 15,183 thousand; 2011: RON 7,877 thousand).

(b) Electricity purchased Electricity purchased include the cost of electricity purchased for the purpose of supply to final consumers or to other electricity suppliers, the cost of transmission and system services (2013: RON 303,632 thousand; 2012: RON 345,356 thousand; 2011: RON 287,092 thousand), and the electricity acquired to cover the network losses (2013: RON 521,374 thousand; 2012: RON 474,149 thousand; 2011: RON 516,353 thousand). The Group purchases the electricity from different producers, the majority of them being state controlled companies—refer to Note 31.

(c) Repairs, maintenance and materials Repairs, maintenance and materials include materials used for works performed by the service subsidiaries of the Group for third party electricity distribution infrastructure in amount of RON 19,439 thousand in 2013 (2012: RON 45,133 thousand, 2011: RON 85,551 thousand).

F-41 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

10 Income and expenses (Continued) (d) Other operating expenses

2013 2012 2011 Rent...... 48,593 43,156 37,229 Meter readings ...... 37,724 36,102 33,892 Printing and distribution of invoices ...... 34,712 32,865 47,195 Cash collection services ...... 25,584 25,465 25,280 IT services ...... 38,441 47,622 48,243 Postage and telecommunication ...... 27,526 20,787 22,876 Utilities ...... 29,141 28,288 28,846 Security ...... 6,637 5,527 6,823 Call center ...... 6,564 5,109 6,429 Penalties to the State for late payment of taxes ...... 12,967 28,869 57,052 Contractual penalties ...... 23,703 10,204 14,310 Other taxes and duties ...... 45,794 26,437 26,303 Movement in provisions (Note 29) ...... 4,784 27,126 (41,516) Legal and consultancy fees ...... 10,329 9,677 3,170 Cost of merchandise sold ...... 9,687 9,664 15,419 Bank commissions ...... 10,218 10,389 6,480 Other ...... 61,971 90,514 67,807 Total ...... 434,375 457,801 405,838

11 Net finance cost

2013 2012 2011 Interest income on deposits ...... 23,140 21,651 27,613 Other finance income ...... 375 372 7,597 Total finance income ...... 23,515 22,023 35,210 Interest expense ...... (20,168) (28,476) (32,609) Interest cost for employee benefits (Note 14) ...... (11,916) (13,499) (13,031) Net foreign exchange losses ...... (2,061) (2,106) (4,908) Other finance costs ...... (923) (2,009) (1,997) Total finance costs ...... (35,068) (46,090) (52,545) Net finance cost ...... (11,553) (24,067) (17,335)

12 Earnings per share The calculation of basic and diluted earnings per share has been based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding.

Profit attributable to ordinary shareholders

2013 2012 2011 Profit (loss) for the year, attributable to the owner of the Company .... 243,395 355,949 (113,307) Profit (loss) attributable to ordinary shareholders ...... 243,395 355,949 (113,307)

F-42 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

12 Earnings per share (Continued) Weighted-average number of ordinary shares (in number of shares)

2013 2012 2011 Issued ordinary shares at 1 January (Note 23) ...... 206,229,044 206,229,044 202,772,994 Effect of shares issued in February ...... 142,963 —— Effect of shares issued in May ...... ——2,304,033 Effect of shares issued in June ...... 13,630 —— Effect of shares issued in August ...... 402,463 —— Effect of shares issued in October ...... 36,708 —— Weighted-average number of ordinary shares at 31 December 206,824,808 206,229,044 205,077,027

Earnings per share Basic and diluted earnings per share (RON) ...... 1.18 1.73 (0.55)

13 Short-term employee benefits

31 December 31 December 31 December 2013 2012 2011 Personnel payables ...... 30,073 23,489 26,723 Current portion of defined benefit liability and other long-term employee benefits ...... 11,432 13,124 13,501 Social security charges ...... 80,215 65,348 50,981 Tax on salaries ...... 14,618 10,407 8,298 Other employee benefits ...... 15,853 7,286 399 Total ...... 152,191 119,654 99,902

For details on the related employee benefit expenses, see Note 14. In Romania, all employers and employees, as well as other persons, are contributors to the state social security system. The social security system covers pensions, allocations for children, temporary inability to work, risks of works and professional diseases and other social assistance services, unemployment benefits and incentives for employers creating new workplaces. The Group has overdue social security and other salary taxes of RON 58,476 thousand at 31 December 2013 (2012: RON 43,154 thousand; 2011: RON 29,093 thousand), which at 31 December 2013 and 2012 mainly relate to the four subsidiaries with financial difficulties described in Note 32, and at 31 December 2011 relates to Electrica Serv (out of which the subsidiaries mentioned in Note 32 spun-off in 2012). Other employee benefits include accrued employee bonuses. Employees of the Group may benefit from a bonus mechanism established by law. According to Minister of Finance Order no. 144/2005, companies controlled by the state which have established in their budgets the obligation to their employees based on the financial results for the year, may grant these rights limited to 10% of the net profit, but no more than the average monthly basic salary at the entity level, in the respective year.

14 Post-employment and other long-term employee benefits In accordance with Government Decisions no. 1041/2003 and no. 1461/2003, the Group provides benefits in kind in the form of free electricity to employees who retired from the Group.

F-43 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

14 Post-employment and other long-term employee benefits (Continued) The Group also provides cash benefits to employees depending on seniority and years of service at retirement. In 2013, 2012 and 2011, employee benefit obligations were computed by an independent actuary (Deloitte) using the projected unit credit method with benefits calculated proportionally to period of service.

31 December 31 December 31 December 2013 2012 2011 Defined benefit liability ...... 143,911 142,241 123,115 Other long-term employee benefits ...... 80,708 88,030 79,080 Total ...... 224,619 230,271 202,195 —Current portion* ...... 11,432 13,124 13,501 —Non-current portion ...... 213,187 217,147 188,694

* included in Personnel payables in Note 13

(i) Movement in the defined benefit liability and other long-term employee benefits The following tables shows a reconciliation from the opening balances to the closing balances for the defined benefit liability and other long-term employee benefits and its components. There are no plan assets.

Defined benefit liability 2013 2012 2011 Balance at 1 January ...... 142,241 123,115 131,611 Included in profit or loss Current service cost ...... 3,255 3,311 3,655 Interest cost ...... 7,955 8,260 8,951 11,210 11,571 12,606 Included in other comprehensive income Remeasurements loss (gain) —Actuarial loss /(gain) ...... (3,297) 13,554 (12,705) Other Benefits paid ...... (6,243) (5,999) (8,397) Balance at 31 December ...... 143,911 142,241 123,115

Other long-term employee benefits 2013 2012 2011 Balance at 1 January ...... 88,030 79,080 61,095 Included in profit or loss Current service cost ...... 3,255 3,770 2,924 Actuarial loss /(gain) ...... (11,129) 3,704 16,070 Interest cost ...... 3,961 5,239 4,080 Benefits paid ...... (3,409) (3,763) (5,089) Balance at 31 December ...... 80,708 88,030 79,080

F-44 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

14 Post-employment and other long-term employee benefits (Continued) (ii) Actuarial assumptions The following were the principal actuarial assumptions at the respective reporting date:

(a) Macroeconomic assumptions: • inflation. The actuary used the Consumer Price Index (CPI) published by the Economist Intelligence Unit:

Valuation date Valuation date Valuation date Year 31 December 2013 31 December 2012 31 December 2011 2011 ...... ——5.8% 2012 ...... — 3.4% 2.9% 2013 ...... 4.1% 4.4% 2.7% 2014 ...... 2.3% 3.0% 2.5% 2015 ...... 3.3% 3.1% 2.5% 2016 ...... 3.2% 3.0% 2.6% 2017 ...... 2.9% 2.8% 2.6% 2018+ ...... 2.7% 2.8% 2.6% • the discount rate used was the yield for Romanian government bonds maturing in 10 years at the reporting date of 5.2% for the year 2013 (2012: 6.1%; 2011: 6.9%); • the electricity price per KWh used is 0.499 RON at 31 December 2013 (2012: 0.482 RON/ KWh; 2011: 0.433 Lei/ KWh); • the mortality rate published by the National Institute of Statistics was adjusted to allow for anticipated decrease in mortality rates; • taxes and social charges are those in force as at the reporting date.

(b) Group specific assumptions: • salaries increase in line with the estimated inflation rates in the future periods; • employees’ turnover: turnover rates are based on statistical information regarding employees’ mobility during 2006-2013. Considering the historical retirement data, it is assumed that the personnel turnover rate decreases with the employees’ age; • jubilee and retirement bonuses based on seniority according to the collective labor contract, as follows:

Jubilee bonus based on years of service

No of gross monthly base salaries Seniority 31 December 2013 31 December 2012 31 December 2011 20 years ...... 0.8 0.8 0.8 30 years ...... 1.6 1.6 1.6 35 years ...... 2.4 2.4 2.4 40 years ...... 3.2 3.2 3.2 45 years ...... 4 4 4

F-45 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

14 Post-employment and other long-term employee benefits (Continued) Retirement bonus based on years of service in the Group

No of gross monthly base salaries Seniority 31 December 2013 31 December 2012 31 December 2011 Between 8 and 10 years ...... 1 1 1 Between 10 and 25 years ...... 2 2 2 More than 25 years ...... 3 3 3

15 Employee benefit expenses

2013 2012 2011 Average number of employees ...... 12,773 13,054 13,203 Number of employees at 31 December ...... 12,780 13,217 13,301

2013 2012 2011 Wages and salaries ...... 563,224 559,240 575,007 Social security contributions ...... 164,867 165,058 153,334 Meal tickets ...... 21,016 21,421 22,528 Termination benefits ...... 3,595 992 41,880 Other employee benefits ...... 13,230 8,017 399 Total ...... 765,932 754,728 793,148

16 Income taxes In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. The Group considers that the accounting records for taxes due are adequate for all open tax years, based on assessment made by management taking into account various factors, including the interpretation of tax legislation and previous experience. New information may become available that causes the Group to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

(i) Amounts recognised in profit or loss

2013 2012 2011 Current tax expense ...... 61,748 47,597 38,033 Deferred tax expense/ (release) ...... 13,430 4,966 (5,073) Total income tax ...... 75,178 52,563 32,960

Tax expense excludes the Group’s share of tax expense of the Group’s equity-accounted investees, which has been included in ‘share of profit of equity-accounted investees, net of tax’.

F-46 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

16 Income taxes (Continued) (ii) Amounts recognised in other comprehensive income

2013 2012 2011 Tax Tax Tax Before (expense) (expense) (expense) tax benefit Net of tax Before tax benefit Net of tax Before tax benefit Net of tax Revaluation of property, plant and equipment ...... — — ——— — 269,476 (44,871) 224,605 Remeasurement of defined benefit liability ...... 3,297 (527) 2,770 (13,554) 3,538 (10,016) 12,705 (511) 12,194 Total ...... 3,297 (527) 2,770 (13,554) 3,538 (10,016) 282,181 (45,382) 236,799

(iii) Reconciliation of effective tax rate 2013 2012 2011 Profit/ (loss) before tax ...... 389,522 468,356 (46,739) Tax using Company’s domestic tax rate ...... 16% 62,324 16% 74,937 16% (7,478) Non-deductible expenses ...... 5% 18,581 4% 20,673 119% 55,555 Non-taxable income ...... 4% (15,006) 9% (43,231) 15% (7,007) Deduction of legal reserves ...... 1% (2,122) 0% (1,828) 3% (1,574) Other tax effects ...... 2% 8,167 0% (930) 1% (251) Effect of share of profit of equity-accounted investees ...... 3% (10,073) 8% (39,484) 26% (11,948) Recognition of tax effect of previously unrecognised tax losses ...... 3% (10,736) 0% — 0% — Current-year tax losses for which no deferred tax asset is recognised ...... 3% 10,576 2% 11,228 23% 10,736 Change in recognised deductible temporary differences ...... 3% 13,467 7% 31,198 11% (5,073) Income tax ...... 19% 75,178 11% 52,563 71% 32,960

F-47 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

16 Income taxes (Continued) (iv) Movement in deferred tax balances

Recognised Net balance Recognised in other Balance at 31 December 2013 at 1 January in profit comprehensive Deferred Deferred tax 2013 2013 or loss income Net tax assets liabilities Property, plant and equipment 301,577 8,198 — 309,775 — 309,775 Employee benefits ...... (17,088) (929) 527 (17,490) (17,490) — Deferred revenues ...... (21,683) (3,707) — (25,390) (25,390) — Impairment of trade receivables ...... (84,371) 9,905 — (74,466) (74,466) — Tax loss carried forward ..... (26,232) (37) — (26,269) (26,269) — Other items ...... 4,447 ——4,447 — 4,447 Tax liabilities (assets) before set-off ...... 156,650 13,430 527 170,607 (143,615) 314,222 Set off of tax ...... 58,254 (58,254) Net tax liabilities (assets) .... 156,650 13,430 527 170,607 (85,361) 255,968

Recognised Net balance Recognised in other Balance at 31 December 2012 at 1 January in profit comprehensive Deferred Deferred tax 2012 2012 or loss income Net tax assets liabilities Property, plant and equipment 313,524 (11,947) — 301,577 — 301,577 Employee benefits ...... (18,449) 4,898 (3,538) (17,089) (17,089) — Deferred revenues ...... (18,359) (3,324) — (21,683) (21,683) — Impairment of trade receivables ...... (125,942) 41,571 — (84,371) (84,371) — Tax loss carried forward ..... — (26,232) — (26,232) (26,232) — Other items ...... 4,447 ——4,447 — 4,447 Tax liabilities (assets) before set-off ...... 155,221 4,966 (3,538) 156,649 (149,375) 306,024 Set off of tax ...... 43,270 (43,270) Net tax liabilities (assets) .... 155,221 4,966 (3,538) 156,649 (106,105) 262,754

Recognised Net balance Recognised in other Balance at 31 December 2011 at 1 January in profit comprehensive Deferred Deferred tax 2011 2011 or loss income Net tax assets liabilities Property, plant and equipment ...... 270,577 (1,921) 44,871 313,527 — 313,527 Employee benefits ...... (14,120) (4,840) 511 (18,449) (18,449) — Deferred revenues ...... (17,053) (1,306) — (18,359) (18,359) — Impairment of trade receivables ...... (128,936) 2,994 — (125,942) (125,942) — Other items ...... 4,447 ——4,447 — 4,447 Tax liabilities (assets) before set-off ...... 114,915 (5,073) 45,382 155,224 (162,750) 317,974 Set off of tax ...... 41,817 (41,817) Net tax liabilities (assets) ... 114,915 (5,073) 45,382 155,224 (120,933) 276,157

F-48 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

16 Income taxes (Continued) (v) Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following items, because it is not probable that future taxable profit will be available against which the entity generating it can use the benefits therefrom.

2013 2012 2011 Tax losses ...... 262,721 383,260 319,335

Tax losses recorded by companies within the Group have been generated and expire as follows:

Tax losses Year when the tax loss was generated: 2013 2012 2011 2013 (expiring in 2020) ...... 66,095 —— 2012 (expiring in 2019) ...... 70,175 70,175 — 2011 (expiring in 2018) ...... — 67,101 67,101 2010 (expiring in 2016 - 2017) ...... 66,516 66,516 66,516 2009 (expiring in 2014) ...... 59,935 67,308 67,308 2008 (expiring in 2013) ...... — 112,160 118,410 Total ...... 262,721 383,260 319,335

The Group has not recognized deferred tax assets for tax losses related to the service subsidiaries with financial difficulties. The Group also has not recognized deferred tax assets for tax losses generated before 2011 (this was generated by one company within the Group), as it is considered unlikely that future taxable profit would be sufficient to recover such assets.

17 Trade receivables

31 December 31 December 31 December 2013 2012 2011 Trade receivables, gross ...... 2,253,069 2,199,813 2,635,333 Bad debt allowance ...... (1,165,524) (1,188,904) (1,443,165) Total trade receivables, net ...... 1,087,545 1,010,909 1,192,168

Receivables from related parties are presented in Note 31. Trade receivables gross comprise:

31 December 31 December 31 December 2013 2012 2011 Electricity distribution and supply ...... 1,033,920 943,840 1,133,827 Late payment penalties receivable ...... 152,089 150,496 148,133 Electricity receivables from clients in litigation, insolvency and bankruptcy ...... 839,407 848,072 902,059 Late payment penalties from clients in litigation, insolvency and bankruptcy ...... 130,495 135,934 301,286 Repairs, maintenance and other services ...... 38,076 61,645 72,859 Other ...... 59,082 59,826 77,169 Total trade receivables, gross ...... 2,253,069 2,199,813 2,635,333

F-49 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

17 Trade receivables (Continued) The movement in the bad debt allowance for trade receivables is as follows:

Bad debt allowance 2013 2012 2011 Balance as at 1 January ...... 1,188,904 1,443,165 1,297,975 Impairment recognized ...... 53,751 66,995 288,286 Impairment reversed ...... (75,456) (133,725) (143,096) Amounts written off ...... (1,675) (187,531) — Balance as at 31 December ...... 1,165,524 1,188,904 1,443,165

For the ageing of trade receivables refer to Note 30. A significant part of the bad debt allowances refers to clients in litigation, insolvency or bankruptcy procedures, many of them being older than three years. The Group will derecognize these receivables together with the related allowances after the finalization of the bankruptcy process. The biggest customer of the Group is the National Railway Company—Compania Nationala Caile Ferate Romane CFR SA (‘‘CFR’’) (a state-owned company). CFR is paying the invoices with significant delay. Significant amounts are recovered by means of compensations, forced executions or from amounts granted by the Government to CFR for the payment of electricity on an ad hoc basis. In 2012, the Group concluded with CFR a ‘‘Convention on the settlement of CFR debts to Electrica Furnizare SA’’. This legal document puts in practice the Government Emergency Ordinance (‘‘GEO’’) no. 25/2012 which approves that a loan is granted to CFR by the State for the payment of its debts to electricity suppliers. On this basis, the Group collected in 2012 the value of electricity invoiced as at 31 March 2012 of RON 314,721 thousand and wrote-off late payment penalties in amount of RON 238,399 thousand. Consequently, the Group released allowances of RON 96,157 thousand related to the amounts collected and used an allowance of RON 181,399 thousand related to the penalties cancelled. The Letter of Intent dated September 2013 on which the new stand-by agreement approved by the International Monetary Fund was based, includes also commitments assumed by Romanian authorities in respect of CFR debts towards electricity suppliers. As a result of this, in February 2014 the Government approved the Ordinance no. 8/ 2014, whereby the CFR may receive upon request from the Ministry of Finance loans of RON 579 million in order to pay its overdue payables. Due to these provisions and based on past experience, the Group estimates that it will collect the outstanding receivable from CFR at 31 December 2013 during 2014. Consequently, no bad debt allowance was recorded in this respect for CFR receivables at 31 December 2013. At 31 December 2013, 2012 and 2011, the receivables from CFR are as follows:

31 December 31 December 31 December CFR 2013 2012 2011 Electricity receivables ...... 240,632 120,853 332,295 Late payment penalties ...... ——277,111 Total receivables ...... 240,632 120,853 609,406 Bad debt allowance ...... — (16,046) (338,093) Trade receivables, net ...... 240,632 104,807 271,313

Due to the uncertainty of the collection of late payment penalties from CFR, with effect from 2012 the Group recognises late payment penalties from CFR as income when amounts are received. Another major customer of the Group until August 2012 was Oltchim SA (a state-controlled company), when the Group terminated the contract with Oltchim. In January 2013 Oltchim entered in

F-50 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

17 Trade receivables (Continued) insolvency. Due to the fact that at 31 December 2011 and 2010 there were also doubts about the recoverability of the amounts due by this customer, the Group has raised allowances for the full amount, as shown in the table below. The impairment losses recorded in the profit or loss for the years 2013, 2012 and 2011 were RON 579 thousand, RON 60,955 thousand and RON 226,705 thousand, respectively.

31 December 31 December 31 December Oltchim 2013 2012 2011 Electricity invoices ...... 620,826 622,902 567,786 Late payment penalties ...... 94,451 91,796 85,957 Total receivables, gross ...... 715,277 714,698 653,743 Bad debt allowance ...... (715,277) (714,698) (653,743) Trade receivables, net ...... ———

18 Other receivables

31 December 31 December 31 December 2013 2012 2011 Good performance guarantees ...... 12,485 20,003 24,674 VAT receivable ...... 14,797 8,185 21,768 Interest receivable ...... 4,609 6,898 5,781 Structural funds ...... 21,800 —— Other receivables ...... 44,473 98,825 107,057 Bad debt allowance ...... (35,177) (39,087) (24,911) Total other receivables, net ...... 62,987 94,824 134,369

The movement in the bad debt allowance for other receivables is as follows:

Bad debt allowance 2013 2012 2011 Balance as at 1 January ...... 39,087 24,911 22,326 Impairment recognized ...... 935 26,590 2,585 Impairment reversed ...... — (12,414) — Amounts written off ...... (4,845) —— Balance as at 31 December ...... 35,177 39,087 24,911

19 Cash and cash equivalents

31 December 31 December 31 December 2013 2012 2011 Bank current accounts ...... 108,543 113,714 107,219 Call deposits ...... 541,891 527,809 391,788 Cash in hand ...... 401 288 341 Total cash and cash equivalents in the consolidated statement of financial position ...... 650,835 641,811 499,348 Overdrafts used for cash management purposes ...... (79,684) (167,467) (281,463) Total cash and cash equivalents in the consolidated statement of cash flows ...... 571,151 474,344 217,885

F-51 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

19 Cash and cash equivalents (Continued) The Group has banking relationships with ING Bank N.V. (‘‘ING’’), BRD Groupe Societe Generale S.A. (‘‘BRD’’), Banca Transilvania, Banca Comerciala Romana S.A., Raiffeisen Bank, CitiBank Europe, the Treasury, Bancpost, Garanti Bank, Banca Comerciala Carpatica, CEC Bank, Banca Centrala Cooperatista Credit Cooper, Leumi Bank, Piraeus Bank, RBS Bank, Romanian International Bank, Romexterra Bank, Volksbank. The Group has overdrafts from ING and BRD, as follows:

Balance at Contract Overdraft 31 December Bank date Facility type Maturity Annual interest limit (th RON) 2013 ING . . . 9-Oct-13 working capital 1 year for overdraft, 1M ROBOR 2.5% 190,000 37,466 financing and 2 years for potential issuance of potential commitments commitments ING . . . 27-Sep-13 working capital 1 year for overdraft, 1M ROBOR 2.5% 80,000 42,218 financing (80,000) 2 years for potential and issuance of commitments potential commitments (120,000)

Total .. 270,000 79,684

Balance at Contract Overdraft 31 December Bank date Facility type Maturity Annual interest limit (th RON) 2012 ING and BRD 10-Jul-12 working capital 9-Oct-13 1M ROBOR + 0.5% 140,000 81,166 financing and issuance of potential commitments ING and BRD 10-Jul-12 working capital 9-Jul-13 1M ROBOR + 1% 50,000 17,938 financing BRD...... 30-Mar-12 working capital 31-Mar-14 1M ROBOR 55,000 — financing and issuance of potential commitments ING and BRD 28-Jun-12 working capital 1 year for 1 M ROBOR + 0.5% 180,000 68,363 financing overdraft, (180,000) and 2 years for issuance of potential potential commitments commitments (70,000) ING and BRD 16-Jul-12 working capital 15-Jul-13 1 M ROBOR + 0.5% 25,000 — financing

Total ...... 450,000 167,467

F-52 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

19 Cash and cash equivalents (Continued)

Balance at Contract Overdraft limit 31 December Bank date Facility type Maturity Annual interest (thousand RON) 2011 BRD...... Oct-10 working capital 31-Mar-12 ROBOR 1M 15,000 14,796 financing BRD...... Nov-09 working capital 31-Jan-12 ROBOR 1M 10,000 9,674 financing and issuance of potential commitments ING...... May/ June-11 working capital May/ June-12 ROBOR 1M 1% 265,000 256,993 financing and issuance of potential commitments

Total ...... 290,000 281,463

The guarantees for these overdrafts are presented in Note 34 c). The following information is relevant in the context of the cash-flow statements: Non-cash activity includes: • purchases of property, plant and equipment on suppliers’ credit of RON 34 million in 2013 (2012: RON 54 million; 2011: RON 7 million); • land contributed by the shareholder of RON 9,120 thousand in 2013 (2012: RON 1,782 thousand, 2011: RON 2,595 thousand); • compensations between trade receivables and trade payables of RON 54 million in 2013 (2012: RON 145 million; 2011: RON 233 million). Also the payments made in the current year for purchases of property, plant and equipment from prior years were RON 50 million in 2013 (2012: RON 12 million; 2011: RON 30 million).

F-53 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

20 Property, plant and equipment The movements in property, plant and equipment in 2013, 2012 and 2011 were as follows:

Measuring Vehicles, Land and Electricity and furniture land distribution control and office Construction improvements Buildings network devices equipment in progress Total Gross carrying amount Balance at 1 January 2011 ...... 564,409 553,218 4,271,216 163,306 103,065 298,815 5,954,029 Additions ...... 2,734 1,159 255 28,294 6,308 507,219 545,969 Transfers from construction in progress ..... — 51,737 494,459 ——(546,196) — Disposals ...... (2,629) (1,378) (4,193) (1,581) (1,386) (1,847) (13,014) Revaluation recognized in other comprehensive income, net ...... (12,576) (2,614) 272,716 11,722 228 — 269,476 Revaluation recognized in profit or loss, net . . (7,621) (3,159) 5,342 (1,191) 759 — (5,870) Accumulated depreciation netted off against gross book value at revaluation ...... (45) (87,364) (890,661) (68,018) (4,284) — (1,050,372) Balance at 31 December 2011 ...... 544,272 511,599 4,149,134 132,532 104,690 257,991 5,700,218 Additions ...... 8,842 2,215 1,835 34,039 2,768 552,659 602,358 Transfers from construction in progress ..... — 10,497 516,603 ——(527,100) — Disposals ...... (57) (4,126) (4,800) (776) (383) (732) (10,874) Impairment recognized in other comprehensive income ...... (43,578) (38,712) ——— (82,290) Impairment recognized in profit or loss .... (2,046) (2,123) ——— (4,169) Balance at 31 December 2012 ...... 507,433 479,350 4,662,772 165,795 107,075 282,818 6,205,243 Gross carrying amount Balance at 31 December 2012 ...... 507,433 479,350 4,662,772 165,795 107,075 282,818 6,205,243 Additions ...... 10,173 330 1,540 40,358 8,027 557,777 618,205 Transfers from construction in progress ..... — 67,103 462,073 ——(529,176) — Disposals ...... (1,688) (1,909) (1,618) (731) (387) (2,006) (8,339) Balance at 31 December 2013 ...... 515,918 544,874 5,124,767 205,422 114,715 309,413 6,815,109 Accumulated depreciation and impairment losses Balance at 1 January 2011 ...... 503 58,323 609,289 59,150 71,494 13,865 812,624 Depreciation ...... 15 29,705 284,840 23,257 14,539 — 352,356 Disposals ...... — (610) (1,514) (1,974) (1,321) — (5,419) Impairment loss ...... 57 — 1,479 1,170 — 1,318 4,024 Reversal of impairment loss ...... (473) (54) (1,434) (177) (201) (752) (3,091) Accumulated depreciation netted off against gross book value at revaluation ...... (45) (87,364) (890,661) (68,018) (4,284) — (1,050,372) Balance at 31 December 2011 ...... 57 — 1,999 13,408 80,227 14,431 110,122 Depreciation ...... 16 28,071 314,197 28,261 10,900 — 381,445 Disposals ...... — (667) (2,501) (627) (113) — (3,908) Impairment loss ...... — 571 1,626 ——3,804 6,001 Reversal of impairment loss ...... (57) (818) (4,423) — (305) (406) (6,009) Balance at 31 December 2012 ...... 16 27,157 310,898 41,042 90,709 17,829 487,651 Depreciation ...... 58 24,534 321,325 28,433 8,714 — 383,064 Disposals ...... — (194) (373) (731) (301) — (1,599) Impairment loss ...... ——5,241 — 120 12,507 17,868 Reversal of impairment loss ...... — (393) (1,549) ——(2,704) (4,646) Balance at 31 December 2013 ...... 74 51,104 635,542 68,744 99,242 27,632 882,338 Net carrying amounts At 1 January 2011 ...... 563,906 494,895 3,661,927 104,156 31,571 284,950 5,141,405 At 31 December 2011 ...... 544,215 511,599 4,147,135 119,124 24,463 243,560 5,590,096 At 31 December 2012 ...... 507,417 452,193 4,351,874 124,753 16,366 264,989 5,717,592 At 31 December 2013 ...... 515,844 493,770 4,489,225 136,678 15,473 281,781 5,932,771

F-54 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

20 Property, plant and equipment (Continued) Property, plant and equipment include mainly the electricity distribution network. The additions represent mainly new connections to the network financed by connection fees collected from customers of RON 246,320 thousand in 2013 (2012: RON 181,044 thousand; 2011: RON 161,026 thousand)—see Note 28, as well as modernization works according to the investment plan. Construction in progress refer mainly to electricity network extensions and modernizations. The restrictions and pledges on property, plant and equipment are presented in Note 34 c). The contractual commitments at 31 December 2013 are disclosed in Note 34 a) and the investment program for 2014 is presented in Note 34 b). Property, plant and equipment are measured based on the revaluation model. The revaluations are performed usually by independent authorized valuers. The last revaluation by independent valuers was performed as at 31 December 2011. In 2012 the Group has recognised impairment losses with respect to the property, plant and equipment of the subsidiaries in financial distress, based on the assumptions and estimates presented in Note 32.

Measurement of fair value The following table shows the valuation techniques used in measuring fair values (Level 3) for the revaluation of property, plant and equipment as of 31 December 2011, as well as the significant unobservable inputs used. For assumptions and estimated regarding the impairment adjustments performed in 2012 refer to Note 32. Inter-relationship between key Significant unobservable unobservable inputs and Category Valuation technique inputs fair value measurement Land Market approach • Adjustment for The estimated fair value liquidity, location, size would increase The fair value is (decrease) if: estimated based on selling price per square • Adjustment for meter of land of similar liquidity, location, size characteristics was lower (higher) (i.e. ownership, legal limitations, location, physical properties, and best use). The market price is mainly based on recent transactions.

F-55 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

20 Property, plant and equipment (Continued)

Inter-relationship between key Significant unobservable unobservable inputs and Category Valuation technique inputs fair value measurement Buildings Market approach and • Occupancy rates The estimated fair value discounted cash-flows (70 - 90%) would increase (DCF) method • Discount rates (10% (decrease) if: on average) The market approach is • Occupancy rates were • Costs not paid by based on the selling higher (lower) tenants (average price per square meter • Discount rates were 10%) for buildings of similar lower (higher) • Annual rent per sqm characteristics, adjusted • Costs not paid were • Rental growth for liquidity, location, lower (higher) • Adjustment for size etc. • Annual rent per sqm liquidity, location, size was higher (lower) The valuation model • Rental growth was based on the DCF higher (lower) method estimates the • Adjustment for present value of net liquidity, location, size cash flows to be was lower (higher) generated by a building taking into account occupancy rate and costs not paid by tenants. The discount rate estimation considers, inter alia, the quality of a building and its location.

F-56 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

20 Property, plant and equipment (Continued)

Inter-relationship between key Significant unobservable unobservable inputs and Category Valuation technique inputs fair value measurement Electricity Depreciated replacement • Physical deterioration The estimated fair value distribution network cost (DRC) method (average 20%) would increase • Functional (decrease) if: The replacement cost is obsolescence the construction cost: • Physical deterioration (5 - 15%) was lower (higher) • per km of electric • Economic • Functional line; or obsolescence obsolescence was • for similar other lower (higher) components of the • Economic distribution network. obsolescence was The replacement cost is lower (higher) based on quotations of works from the constructions market for similar assets. The replacement cost is further adjusted for physical deterioration (determined based on guidance from Romanian Ministry of Public Works for similar categories of assets), and functional and economic obsolescence. The resulting fair value of electricity distribution network and other items included in the Regulated Asset Base for each regional electricity distribution (i.e. the cash generating units) was tested for impairment.

F-57 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

20 Property, plant and equipment (Continued)

Inter-relationship between key Significant unobservable unobservable inputs and Category Valuation technique inputs fair value measurement Measuring and Depreciated replacement • Physical deterioration The estimated fair value control devices, cost (DRC) method (average 36%) would increase vehicles, furniture • Functional (decrease) if: The replacement cost is and office equipment obsolescence determined based on • Physical deterioration (5 - 15%) market price quotations was lower (higher) • Economic for similar assets. • Functional obsolescence obsolescence was The replacement cost is lower (higher) further adjusted for • Economic physical deterioration obsolescence was (estimated based on lower (higher) physical inspection, with consideration given to the degree of maintenance and physical agents that may affect the technical parameters of the asset), and functional and economic obsolescence.

F-58 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

21 Intangible assets Intangible assets include mainly licenses and costs of implementation of SAP ERP, customer management and billing system, and automation software, as follows:

Software and licenses In progress Total Gross book value Balance at 1 January 2011 ...... 249,063 6,132 255,195 Additions ...... 3,680 4,186 7,866 Transfers from intangibles in progress ...... 7,854 (7,854) — Disposals ...... (1,773) (1,207) (2,980) Balance at 31 December 2011 ...... 258,824 1,257 260,081 Additions ...... 4,385 10,153 14,538 Transfers from intangibles in progress ...... 4,667 (4,667) — Disposals ...... (4,154) — (4,154) Balance at 31 December 2012 ...... 263,722 6,743 270,465 Additions ...... 10,864 20,476 31,340 Transfers from intangibles in progress ...... 24,211 (24,211) — Disposals ...... (1,734) — (1,734) Balance at 31 December 2013 ...... 297,063 3,008 300,071 Accumulated amortisation and impairment losses Balance at 1 January 2011 ...... 195,796 — 195,796 Amortisation ...... 19,619 — 19,619 Disposals ...... (1,470) — (1,470) Balance at 31 December 2011 ...... 213,945 — 213,945 Amortisation ...... 16,239 — 16,239 Disposals ...... (1,862) — (1,862) Balance at 31 December 2012 ...... 228,322 — 228,322 Amortisation ...... 14,476 — 14,476 Disposals ...... (1,640) — (1,640) Balance at 31 December 2013 ...... 241,158 — 241,158 Carrying amounts At 1 January 2011 ...... 53,267 6,132 59,399 At 31 December 2011 ...... 44,879 1,257 46,136 At 31 December 2012 ...... 35,400 6,743 42,143 At 31 December 2013 ...... 55,905 3,008 58,913

Intangible assets in progress as at 31 December 2013, 2012 and 2011 include the cost of implementation for IT applications that imply a certain implementation period (the system for supervisory control and data acquisition, automated system for urban distribution).

F-59 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

22 Assets held for distribution, Equity-accounted investees and Other investments The Company owns shares in the following entities:

% shareholding % shareholding % shareholding as at 31 December as at 31 December as at 31 December Company Activity Tax code Head Office 2013 2012 2011 Enel Distributie Muntenia Electricity distribution in 14507322 Bucuresti 23.57% 23.57% 23.57% (former subsidiary geographical area of privatized in 2007) Muntenia Sud Enel Energie Muntenia Electricity supply 24387371 Bucuresti 23.57% 23.57% 23.57% (former subsidiary privatized in 2007) Enel Distributie Banat Electricity distribution in 14490379 Timisoara 24.87% 24.87% 24.87% (former subsidiary geographical area of privatized in 2005) Banat Enel Distributie Dobrogea Electricity distribution in 14500308 Constanta 24.90% 24.90% 24.90% (former subsidiary geographical area of privatized in 2005) Dobrogea Enel Energie (former Electricity supply 22000460 Bucuresti 36.99% 36.99% 36.99% subsidiary privatized in 2005) E.ON Moldova Distributie Electricity distribution in 14493197 Iasi 27% 27% 27% (former subsidiary geographical area of privatized in 2005) Moldova E.ON Energie Electricity and gas 22043010 Targu-Mures 3.78% 3.78% 3.78% supply Electrica Soluziona IT systems development 14832595 Bucuresti 49% 49% 49% Hidro Tarnita Electricity generation 32425590 Bucuresti 50% —— On 18 December 2013 the shareholder of the Company approved the spin-off of the above mentioned interests held by the Company into a new company wholly owned by the Company’s shareholder (the Romanian State, represented by the Ministry of Economy—Department for Energy). No compensation will be received in return for these assets. This reorganisation put into practice the commitments assumed by Romanian authorities in the Letter of Intent of September 2013 on which the new stand-by agreement approved by the International Monetary Fund was based, and the provisions of the Memorandum on ‘‘Measures for increasing the attractiveness for privatisation of Electrica’’ approved by the Government on 11 December 2013. The reorganization was also approved by GD no. 203 from 19 March 2014. According to the shareholder decision on 18 December 2013, all the rights and obligations resulting from the privatisation contracts previously signed with Enel and E.On for the sale of the Company’s shares in the above mentioned entities will be also transferred to the new company, as well as all the assets or liabilities that could result from these contracts and the rights and obligations from the litigations or disputes in which Electrica is involved with Enel, E.On and CEZ or any other future litigations or disputes. The spin-off project was approved by the Board of Directors of the Company on 19 December 2013 and published in the National Trade Registry on 23 December 2013. On 20 March 2014 the shareholder of the Company approved the spin-off project as published on 23 December 2013 and the set-up of the new company. The shareholder also took notice of the changes in Electrica’s shareholdings between the date of the spin-off project and 20 March 2014, as detailed in Note 35.

F-60 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

22 Assets held for distribution, Equity-accounted investees and Other investments (Continued) Consequently, the Company reclassified these investments in current assets and presented them as assets held for distribution (previously classified as equity accounted investees and other investments).

Carrying amount at Percentage Assets held for distribution 31 December 2013 ownership interest Enel Distributie Muntenia ...... 823,183 23.57% Enel Energie Muntenia ...... 91,054 23.57% Enel Distributie Banat ...... 552,147 24.87% Enel Distributie Dobrogea ...... 394,297 24.90% Enel Energie ...... 158,667 36.99% E.On Distributie ...... 213,000 27.00% E.On Energie ...... 11,000 3,78% Electrica Soluziona ...... 49 49.00% Hidro Tarnita ...... 57 50% BRM...... 40 Total assets held for distribution ...... 2,243,494

In December 2012 the Company exercised the option it had, according to the sale purchase agreement signed in 2007 with Enel for the sale of the majority stake in Distributie Muntenia and Energie Muntenia, to sell the remaining shares the Company held in these two companies. Consequently, the Company ceased applying the equity method of accounting for these two investees in December 2012 and transferred the carrying amount as of that date from equity accounted investees to other investments, as shown below. The right of Electrica regarding the exercise of the put option is not recorded as at 31 December 2013, 31 December 2012 and 31 December 2011. The Company’s interest in E.On Moldova Distributie and E.On Energie are presented in other investments after that E.On exercised the call option to buy these shares in 2010. The carrying amount of these investments is the exercise price of the option as of the date when the call option was exercised. The Company still presents the investments in Enel Distributie Muntenia, Enel Energie Muntenia, E.On Moldova Distributie and E.On Energie in the statement of financial position at 31 December 2013, as the transfer of ownership over the shares was not effective as at 31 December 2013 due to disputes between the Company and Enel and E.On on the exercise of the options and on the option prices. The dispute with E.On was concluded in December 2013 by the International Court of Arbitrage, however the transfer of the ownership of the shares has not yet been completed. In case the transfer of the ownership of the shares from the Company to E.On is completed before these investments are transferred from the Company as per the spin-off plan mentioned above, then the amounts collected by the Company will be transferred to the new company. For subsequent events regarding this refer to Note 35.

Carrying amount at Carrying amount at Equity accounted investees 31 December 2012 31 December 2011 Enel Distributie Muntenia ...... — 668,807 Enel Energie Muntenia ...... — 74,002 Enel Distributie Banat ...... 506,397 467,210 Enel Distributie Dobrogea ...... 362,472 340,862 Enel Energie ...... 173,284 50,767 Total ...... 1,042,153 1,601,648

F-61 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

22 Assets held for distribution, Equity-accounted investees and Other investments (Continued)

Carrying amount at Carrying amount at Other investments 31 December 2012 31 December 2011 Enel Distributie Muntenia ...... 823,183 — Enel Energie Muntenia ...... 91,054 — E.On Moldova Distributie ...... 213,000 213,000 E.On Energie ...... 11,000 11,000 Electrica Soluziona ...... 49 49 BRM...... 40 40 Total ...... 1,138,326 224,089

The movements in the carrying amount of the equity accounted investees are as follows:

2013 2012 2011 Carrying amount at 1 January ...... 1,042,153 1,601,648 1,416,574 Share of the profit or loss of equity-accounted investees ...... 62,959 246,778 74,677 Share of other comprehensive income of equity-accounted investees ...... (1) 107,964 145,159 Dividends received ...... ——(34,762) Reclassification to other Investments ...... — (914,237) — Reclassification to assets held for distribution ...... (1,105,111) —— Carrying amount at 31 December ...... — 1,042,153 1,601,648

The Group’s share of the profit or loss and other comprehensive income of its equity-accounted investees were as follows:

2013 2012 2011 Share of Share of other Share of Share of other Share of Share of other profit or comprehensive profit or comprehensive profit or comprehensive loss income loss income loss income Enel Distributie Muntenia . . . —— 46,414 107,964 10,568 1,457 Enel Energie Muntenia ..... —— 17,052 — (310) — Enel Distributie Banat ...... 45,751 (1) 39,186 — 54,056 82,928 Enel Distributie Dobrogea . . . 31,825 — 21,609 — 26,324 60,774 Enel Energie ...... (14,617) — 122,517 — (15,961) — Total ...... 62,959 (1) 246,778 107,964 74,677 145,159

In order to record its share of the associates’ profit or loss and changes in other comprehensive income, the Group used information from the statutory financial statements of its associates, as financial statements prepared in accordance with IFRS/ IFRS-EU were not available.

F-62 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

22 Assets held for distribution, Equity-accounted investees and Other investments (Continued) Information about equity accounted investees is as follows:

Enel Enel Enel Enel Distributie Energie Distributie Distributie Enel 2013 Muntenia Muntenia Banat Dobrogea Energie Total Percentage ownership interest . . . 23.57% 23.57% 24.87% 24.90% 36.99% Total assets ...... 5,464,972 947,174 2,835,936 2,179,637 1,006,855 12,434,574 Total liabilities ...... 1,579,829 536,824 631,810 700,509 593,892 4,042,864 Net assets in the statutory accounts (100%) ...... 3,885,143 410,350 2,204,126 1,479,128 412,963 8,391,710 Revenues in the statutory accounts ...... 891,835 2,174,891 625,067 509,306 2,260,835 6,461,934 Profit (adjusted) ...... ——183,959 127,810 (39,516) 272,253 Net assets (adjusted) ...... 3,492,502 386,313 2,220,134 1,583,526 428,945 8,111,420

Enel Enel Enel Enel Distributie Energie Distributie Distributie Enel 2012 Muntenia Muntenia Banat Dobrogea Energie Total Percentage ownership interest . . . 23.57% 23.57% 24.87% 24.90% 36.99% Total assets ...... 5,129,903 975,459 2,606,203 2,053,033 976,379 11,740,977 Total liabilities ...... 1,511,500 593,194 592,737 707,434 523,936 3,928,801 Net assets in the statutory accounts (100%) ...... 3,618,403 382,265 2,013,466 1,345,599 452,443 7,812,176 Revenues in the statutory accounts ...... 869,865 2,069,364 603,162 480,310 2,066,950 6,089,651 Profit (adjusted) ...... 196,919 72,345 157,563 86,786 331,217 844,830 Net assets (adjusted) ...... 3,492,502 386,313 2,036,176 1,455,716 468,461 7,839,168

Enel Enel Enel Enel Distributie Energie Distributie Distributie Enel 2011 Muntenia Muntenia Banat Dobrogea Energie Total Percentage ownership interest . . . 23.57% 23.57% 24.87% 24.90% 36.99% Total assets ...... 4,439,892 877,069 2,405,036 1,831,968 692,050 10,246,015 Total liabilities ...... 1,572,926 567,193 558,805 580,844 570,857 3,850,625 Net assets in the statutory accounts (100%) ...... 2,866,966 309,876 1,846,231 1,251,124 121,193 6,395,390 Revenue in the statutory accounts 705,879 1,842,264 585,776 458,997 1,897,154 5,490,070 Profit (adjusted) ...... 44,836 (1,315) 217,354 105,722 (43,151) 323,446 Net Assets (adjusted) ...... 2,837,534 313,968 1,878,607 1,368,930 137,244 6,536,283 Dividends received by the Company ...... ——20,782 13,980 — 34,762

23 Capital and reserves (a) Share capital The share capital of Electrica SA is 100% owned by the Romanian State, represented by the Ministry of Economy—Department for Energy.

F-63 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

23 Capital and reserves (Continued) The issued share capital in nominal terms consists of 207,839,904 ordinary shares at 31 December 2013 (2012: 206,229,044; 2011: 206,229,044) with a nominal value of RON 10 per share. All shares rank equally with regard to the Company’s residual assets. The holders of ordinary shares are entitled to receive dividends as declared, and are entitled to one vote per share at meetings of the Company.

Ordinary shares 2013 2012 2011 Number of shares at 1 January ...... 206,229,044 206,229,044 202,772,994 Shared issued during the year ...... 1,610,860 — 3,456,050 Number of shares at 31 December ...... 207,839,904 206,229,044 206,229,044

The Company recognizes the changes in share capital only after their approval in the General Shareholders Meeting and their registration by the Trade Register. The contributions made by the shareholder which are not yet registered with the Trade Register at year end are recognized as ‘‘additional contributions from shareholder’’. Until 31 December 2003, the statutory share capital in nominal terms was restated according to IAS 29 ‘‘Financial Reporting in Hyperinflationary Economies’’ with a corresponding adjustment to retained earnings.

(b) Revaluation reserve The reconciliation between opening and closing revaluation reserve is as follows:

2013 2012 2011 Balance at 1 January ...... 1,132,815 1,163,521 890,541 Share of the revaluation reserve of the companies within the Group ——207,775 Related tax ...... ——(35,000) Impairment of property, plant and equipment ...... — (82,290) — Share of changes in revaluation reserve of equity accounted investees ...... (1,558) 107,985 141,244 Release of revaluation reserve to retained earnings due to depreciation and disposals of property, plant and equipment .... (50,553) (56,401) (41,039) Balance as at 31 December ...... 1,080,704 1,132,815 1,163,521

(c) Other reserves Other reserves include: • legal reserves—set up as 5% of the gross profit for the year in the statutory individual financial statements of the companies within the Group, until the total legal reserves reach 20% of the paid-up nominal share capital of each company, according to the legislation. These reserves are deductible for income tax purposes and are not distributable; • other reserves set up in compliance with legislation in force.

F-64 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

23 Capital and reserves (Continued)

Total other Legal reserves Other reserves reserves Balance at 1 January 2011 ...... 197,072 366,620 563,692 Set-up of legal reserves ...... 15,493 — 15,493 Balance at 31 December 2011 ...... 212,565 366,620 579,185 Set-up of legal reserves ...... 20,041 — 20,041 Balance at 31 December 2012 ...... 232,606 366,620 599,226 Set-up of legal reserves ...... 13,264 — 13,264 Balance at 31 December 2013 ...... 245,870 366,620 612,490

(d) Dividends Romanian companies may distribute dividends from statutory earnings only, as per individual financial statements prepared in accordance with Romanian accounting regulations. The dividends distributed by the Company in 2013, 2012 and 2011 (from the statutory profits of preceding years) were as follows:

Distribution of dividends 2013 2012 2011 To the owner of the Company ...... 13,211 5,975 29,052 To non-controlling interests ...... 25,468 1,804 — Total ...... 38,679 7,779 29,052

The dividends per share paid to the owner of the Company were: 2013: RON 0.064 per share, 2012: RON 0.029 per share, 2011: RON 0.143 per share.

24 Non-controlling interests In 2007 and 2006, Electrica SA transferred to Fondul Proprietatea a part of its shares held in the electricity distribution and supply subsidiaries, based on Law no. 247/2005 and GEO 81/2007. The movement in non-controlling interests were as follows:

2013 2012 2011 Carrying amount at 1 January ...... 765,253 709,821 623,708 Share of profit or loss attributable to non-controlling interests ...... 70,949 59,844 33,608 Share of other comprehensive income attributable to non-controlling interests ...... 562 (2,608) 52,505 Dividends paid to non-controlling interests ...... (25,468) (1,804) — Carrying amount at 31 December ...... 811,296 765,253 709,821

F-65 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

25 Financing of property, plant and equipment Financing of property, plant and equipment is based on suppliers’ credit. The amounts are denominated in EUR and are backed by promissory notes issued by the Group to its suppliers of property, plant and equipment. Part of these promissory notes are discounted by the suppliers to banks for early payment. Such financing is measured at amortized cost, by using an average effective interest rate of 5% in 2013 (2012: 5.93%; 2011: 6.29%). The amounts are due as follows:

31 December 31 December 31 December 2013 2012 2011 Less than 1 year ...... 142,584 113,700 104,368 Between 1 and 5 years ...... 129,827 195,508 117,237 Total ...... 272,411 309,208 221,605

26 Trade payables

31 December 31 December 31 December 2013 2012 2011 Electricity suppliers ...... 391,694 501,755 672,919 Property, plant and equipment suppliers ...... 73,357 77,263 81,583 Other suppliers ...... 162,568 166,920 175,811 Total ...... 627,619 745,938 930,313

Electricity suppliers are mainly state-owned power generators, as detailed in Note 31, but also other participants on the electricity market. Other suppliers include suppliers of services, materials, consumables, etc.

27 Other payables

31 December 2013 31 December 2012 31 December 2011 Non- Non- Non- Current current Current current Current current VAT payable ...... 167,114 — 74,377 — 63,999 — Late payment penalties to the State budget . . 69,300 22,423 67,404 36,704 68,248 — Liabilities related to radio and TV tax ...... 11,563 — 11,244 — 14,205 — Other liabilities ...... 13,413 43,953 29,237 40,408 18,638 38,821 Total ...... 261,390 66,376 182,262 77,112 165,090 38,821

Starting from September 2013, a reverse VAT charge on the energy acquired it was implemented, causing the increase of the VAT payable as at 31 December 2013. Part of the late payment penalties to the State are rescheduled for payment based on a plan issued by ANAF for a period of 48 months starting August 2012. In relation to this ANAF instituted a pledge on certain property, plant and equipment of Electrica Serv (see Note 34 c)). The late payment penalties refer to services subsidiaries, including those in financial distress presented in Note 32. In accordance with Law no. 533/2003, that amended Law no. 41/1994 regarding the organization and functioning of Romanian Radio Company and Romanian Television Company, radio and TV taxes are collected by Electrica Furnizare SA on behalf of these companies. The payable of the Group to the above mentioned institutions represents radio and TV tax collected and not paid by the year-end.

F-66 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

27 Other payables (Continued) Other liabilities include mainly guarantees and sundry creditors. Other non-current liabilities refer to guarantees from customers related to electricity supply.

28 Deferred revenue

31 December 31 December 31 December 2013 2012 2011 Connection fees (customers’ contributions) ...... 1,463,481 1,291,477 1,173,940 EU grants ...... 29,483 —— Other ...... 16,400 19,008 23,847 Subtotal ...... 1,509,364 1,310,485 1,197,787 Advance collections ...... 1,455 1,213 16,139 Total deferred revenue ...... 1,510,819 1,311,698 1,213,926 Long-term portion ...... 1,421,596 1,233,706 1,130,760 Short-term portion ...... 89,223 77,992 83,166 According to the law, the value of the new connections to the electricity network is charged to the clients as a connection fee (see Note 6 b)).

29 Provisions

Litigation and other risks Restructuring Total Balance at 1 January 2011 ...... 52,461 41,880 94,341 Provisions raised ...... 9,147 — 9,147 Provisions used ...... — (41,880) (41,880) Provisions reversed ...... (8,783) — (8,783) Balance at 31 December 2011 ...... 52,825 — 52,825 Provisions raised ...... 51,289 3,650 54,939 Provisions used ...... (19,094) — (19,094) Provisions reversed ...... (8,719) — (8,719) Balance at 31 December 2012 ...... 76,301 3,650 79,951 Provisions raised ...... 24,241 — 24,241 Provisions used ...... — (3,650) (3,650) Provisions reversed ...... (15,807) — (15,807) Balance at 31 December 2013 ...... 84,735 — 84,735

Provisions for litigation and other risks refer mainly to: a) At 31 December 2013: • RON 42,551 thousand for litigations with ANAF for late payment penalties claimed by the latter from several companies within the Group and other fiscal risks; • RON 17,987 thousand for claims of individuals over land of the Group. The provisions raised in 2013 refer mainly to fiscal risks and litigations with ANAF for late payment penalties.

F-67 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

29 Provisions (Continued) b) At 31 December 2012: • RON 29,274 thousand for litigations with ANAF for late payment penalties claimed by the latter from several companies within the Group; • RON 17,987 thousand for claims of individuals over land of the Group; and • RON 2,593 thousand representing damages claimed by a company for flaws in the electricity network. The main provisions raised in 2012 refer to RON 15,600 thousand representing claims of individuals over land of the Group; RON 2,593 thousand representing damages claimed by a company for flaws in the electricity network; and RON 8,570 thousand representing late payment penalties claimed by ANAF. In 2012 the Group used RON 16,532 thousand due to the unfavourable outcome of litigation with ANAF. c) At 31 December 2011 • RON 37,236 thousand for litigations with ANAF for late payment penalties claimed by the latter from several companies within the Group; • RON 2,387 thousand for claims of individuals over land of the Group. The main provisions raised in 2011 refer to RON 8,168 thousand representing late payment penalties claimed by ANAF.

Restructuring provisions During 2013 the Group used the restructuring provision of RON 3,650 thousand raised in 2012, on settlement of termination benefits. During 2011 the Group used the restructuring provision of RON 41,880 thousand recorded in 2010, after the lay-off of 1,354 employees, on settlement of termination benefits.

30 Financial instruments—fair values and risk management (a) Accounting classifications and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for

F-68 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

30 Financial instruments—fair values and risk management (Continued) financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Carrying amount Fair value Other Loans and financial 31 December 2013 Note receivables liabilities Total Level 1 Level 2 Level 3 Total Financial assets not measured at fair value Trade receivables ...... 17 1,087,545 — 1,087,545 Cash and cash equivalents ...... 19 650,835 — 650,835 Total ...... 1,738,380 — 1,738,380 Financial liabilities not measured at fair value Bank overdrafts ...... 19 — 79,684 79,684 Financing of property, plant and equipment ...... 25 — 272,411 272,411 — 288,475 — 288,475 Finance lease ...... — 788 788 Trade payables ...... 26 — 627,619 627,619 Total ...... — 980,502 980,502

Carrying amount Fair value Other Loans and financial 31 December 2012 Note receivables liabilities Total Level 1 Level 2 Level 3 Total Financial assets not measured at fair value Trade receivables ...... 17 1,010,909 — 1,010,909 Cash and cash equivalents ..... 19 641,811 — 641,811 Total ...... 1,652,720 — 1,652,720 Financial liabilities not measured at fair value Bank borrowings ...... 30 (c) — 9,292 9,292 Bank overdrafts ...... 19 — 167,467 167,467 Financing of property, plant and equipment ...... 25 — 309,208 309,208 — 309,917 309,917 Finance lease ...... — 27,465 27,465 Trade payables ...... 26 — 745,938 745,938 Total ...... — 1,259,370 1,259,370

F-69 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

30 Financial instruments—fair values and risk management (Continued)

Carrying amount Fair value Other Loans and financial 31 December 2011 Note receivables liabilities Total Level 1 Level 2 Level 3 Total Financial assets not measured at fair value Trade receivables ...... 17 1,192,168 — 1,192,168 Cash and cash equivalents ..... 19 499,348 — 499,348 Total ...... 1,691,516 — 1,691,516 Financial liabilities not measured at fair value Bank borrowings ...... 30 (c) — 40,664 40,664 Bank overdrafts ...... 19 — 281,463 281,463 Financing of property, plant and equipment ...... 25 — 221,605 221,605 — 223,248 — 223,248 Finance lease ...... — 31,252 31,252 Trade payables ...... 26 — 930,313 930,313 Total ...... — 1,505,297 1,505,297

(b) Measurement of fair values The following table shows the valuation techniques used in measuring Level 2 fair values, as well as the significant unobservable inputs used.

Financial instruments not measured at fair value

Type Valuation technique Significant unobservable inputs Other financial liabilities Discounted cash flows (DCF) method Not applicable The discount rates used are the average 12 M ROBID-ROBOR interest rates of 2.78% as at 31 December 2013 (2012: 5.93%; 2011: 6.29%).

(c) Financial risk management The Group has exposure to the following risks arising from financial instruments: • credit risk • liquidity risk • market risk.

(i) Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers. The carrying amount of financial assets represents the maximum credit exposure.

F-70 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

30 Financial instruments—fair values and risk management (Continued) Trade receivables The Group’s credit risk in respect of receivables is concentrated around state-controlled companies (mainly CFR SA—refer to Note 31 for details of sales and balances and Note 17 referring to details regarding CFR). The Group, which is a state controlled entity, has a risk exposure that can be affected by the Government policies. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade receivables.

Impairment The ageing of trade receivables was as follows:

31 December 2013 31 December 2012 31 December 2011 Gross Bad debt Gross Bad debt Gross Bad debt value allowance value allowance value allowance Neither past due nor impaired ...... 686,315 — 402,650 — 411,058 (22,137) Past due 1 - 90 days ...... 201,939 — 603,386 (52,984) 535,517 (63,648) Past due 90 - 180 days ...... 64,846 (1,947) 45,303 (6,290) 118,358 (36,965) Past due 180 - 360 days ..... 121,536 (33,543) 54,943 (37,601) 185,759 (128,985) Past due 1 - 2 years ...... 180,802 (132,403) 332,460 (330,958) 828,892 (635,681) Past due 2 - 3 years ...... 244,905 (244,905) 270,909 (270,909) 282,268 (282,268) Past due more than 3 years . . 752,726 (752,726) 490,162 (490,162) 273,481 (273,481) Total ...... 2,253,069 (1,165,524) 2,199,813 (1,188,904) 2,635,333 (1,443,165)

Net trade receivables 31 December 31 December 31 December 2013 2012 2011 Neither past due nor impaired ...... 686,315 402,650 388,921 Past due 1 - 90 days ...... 201,939 550,402 471,869 Past due 90 - 180 days ...... 62,899 39,013 81,393 Past due 180 - 360 days ...... 87,993 17,342 56,774 Past due 1 - 2 years ...... 48,399 1,502 193,211 Past due 2 - 3 years ...... ——— Past due more than 3 years ...... ——— Total ...... 1,087,545 1,010,909 1,192,168

The net receivables past due for more than one year presented above refer to receivables from CFR which were not provided for based on specific analysis considering subsequent collections and legislation in force existing before year-end that provided information about financial support CFR receives for the payment of electricity consumption.

(ii) Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses.

F-71 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

30 Financial instruments—fair values and risk management (Continued) The Group aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflows on financial liabilities. The Group also monitors the level of expected cash inflows on trade receivables together with expected cash outflows on trade and other payables. In addition, the Group maintains overdrafts (refer to Note 19).

Exposure to liquidity risk The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments.

Contractual cash flows Carrying less than More than Financial liabilities amount Total 1 year 1 - 2 years 2 - 5 years 5 years 31 December 2013 Bank overdrafts ...... 79,684 79,684 79,684 ——— Financing of property, plant and equipment ...... 272,411 288,693 144,623 93,755 50,315 — Finance lease ...... 788 788 498 290 —— Trade payables ...... 627,619 627,619 627,619 ——— Total ...... 980,502 996,784 852,424 94,045 50,315 — 31 December 2012 Bank borrowings ...... 9,292 9,292 9,292 ——— Bank overdrafts ...... 167,467 167,467 167,467 ——— Financing of property, plant and equipment ...... 309,208 337,620 122,046 131,483 84,091 Finance lease ...... 27,465 27,465 26,677 788 —— Trade payables ...... 745,938 745,938 745,938 ——— Total ...... 1,259,370 1,287,782 1,071,420 132,271 84,091 — 31 December 2011 Bank borrowings ...... 40,664 40,664 30,393 10,271 —— Bank overdrafts ...... 281,463 281,463 281,463 ——— Financing of property, plant and equipment ...... 221,605 242,074 109,169 79,428 53,477 Finance lease ...... 31,252 32,560 27,135 5,425 —— Trade payables ...... 930,313 930,313 930,313 ——— Total ...... 1,505,297 1,527,074 1,378,473 95,124 53,477 —

F-72 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

30 Financial instruments—fair values and risk management (Continued) Bank borrowings include:

31 December 31 December 31 December 2013 2012 2011 Long term borrowing from Banca Comerciala Romana from 15 October 2004, investments as stipulated by GD no. 702/2003. The interest rate was 6M ROBOR + 1%. The loan reimbursement was due in 15 equal semi-annual installments, payable between 15 November 2006 and 15 November 2013...... — 9,292 20,542 Short term borrowing from Banca Transilvania, settled on 21 June 2012 ...... ——20,122 Total bank borrowings ...... — 9,292 40,664 —Non-current portion ...... ——10,271 —Current portion ...... — 9,292 30,393

(iii) Market risk Market risk is the risk that changes in market prices—such as foreign exchange rates, interest rates— will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Currency risk The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the functional currency of the Group. The functional currency of the Group is the Romanian Leu (RON). The currencies in which these transactions are primarily denominated are RON and EUR. Certain liabilities are denominated in foreign currency (EUR). The Group also has bank accounts denominated in foreign currency (EUR). The Group’s policy is to use the local currency in its transactions as much as possible. The Group does not use derivative or hedging instruments.

Exposure to currency risk The summary quantitative data about the Group’s exposure to currency risk is as follows:

31 December 31 December 31 December in thousands of RON 2013 2012 2011 EUR EUR EUR Cash and cash equivalents ...... 136,173 162,037 179,954 Financing of property, plant and equipment ...... (272,411) (309,208) (221,605) Finance lease ...... (788) (27,465) (31,252) Net statement of financial position exposure ...... (137,026) (174,636) (72,903)

The following significant exchange rates have been applied during the year:

Average rate Year-end spot rate RON 2013 2012 2011 2013 2012 2011 EUR 1...... 4.4190 4.4560 4.2379 4.4847 4.4287 4.3197

F-73 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

30 Financial instruments—fair values and risk management (Continued) Sensitivity analysis A reasonably possible strengthening (weakening) of the EUR against RON at 31 December would have affected the measurement of financial instruments denominated in a foreign currency and profit before tax, and affected equity, respectively, by the amounts shown below. The analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

Profit before tax Equity Effect Strengthening Weakening Strengthening Weakening 31 December 2013 EUR (5% movement) ...... (6,851) 6,851 (5,755) 5,755 31 December 2012 EUR (5% movement) ...... (8,732) 8,732 (7,335) 7,335 31 December 2011 EUR (5% movement) ...... (3,645) 3,645 (3,062) 3,062

Interest rate risk The Group’s policy is to use mainly supplier credit for financing its investments. The Group does not have significant long-term bank loans.

Exposure to interest rate risk The interest rate profile of the Group’s interest-bearing financial instruments is as follows:

31 December 31 December 31 December 2013 2012 2011 Fixed-rate instruments Financial assets Bank deposits ...... 541,891 527,809 391,788 Financial liabilities Financing of property, plant and equipment ...... (272,411) (309,208) (221,605) Finance lease ...... (788) (27,465) (31,252) 268,692 191,136 138,931 Variable-rate instruments Financial liabilities Bank borrowings ...... — (9,292) (40,664) Overdrafts ...... (79,684) (167,467) (281,463) (79,684) (176,759) (322,127)

Fair value sensitivity analysis for fixed-rate instruments The Group does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

F-74 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

30 Financial instruments—fair values and risk management (Continued) Cash flow sensitivity analysis for variable-rate instruments A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) profit before tax and equity by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

Profit before tax Equity 100 bp 100 bp 100 bp 100 bp increase decrease increase decrease 31 December 2013 Variable-rate instruments ...... (797) 797 (669) 669 31 December 2012 Variable-rate instruments ...... (1,768) 1,768 (1,485) 1,485 31 December 2011 Variable-rate instruments ...... (3,221) 3,221 (2,706) 2,706

31 Related parties (a) Ultimate controlling party The Company is 100% owned by the Romanian State, represented by the Ministry of Economy— Department for Energy.

(b) Management and administrators’ compensation

2013 2012 2011 Management compensation ...... 24,391 21,748 18,461

Compensations granted to the members of the Board of Directors and representatives in the General Meeting of Shareholders were as follows:

2013 2012 2011 Members of Board of Directors ...... 2,861 1,071 406 Representatives in the General Meeting of Shareholders ...... 116 88 66 Total ...... 2,977 1,159 472

No loans were granted to managers or administrators in 2013, 2012 and 2011.

F-75 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

31 Related parties (Continued) (c) Transactions with associates (i) Balances receivables and payables from/ to associates Receivables from associates are as follows:

Trade Bad debt Total 31 December 2013 receivables allowance receivables Enel Distributie Muntenia ...... 17,631 — 17,631 Enel Energie Muntenia ...... 496 — 496 Enel Distributie Banat ...... 821 — 821 Enel Distributie Dobrogea ...... 773 — 773 Enel Energie ...... 912 — 912 E.ON Moldova Distributie ...... 5,537 (3,959) 1,578 Total ...... 26,170 (3,959) 22,211

Trade Bad debt Total 31 December 2012 receivables allowance receivables Enel Distributie Muntenia ...... 26,002 — 26,002 Enel Energie Muntenia ...... 566 — 566 Enel Distributie Banat ...... 3,708 — 3,708 Enel Distributie Dobrogea ...... 2,453 — 2,453 Enel Energie ...... 193 — 193 E.ON Moldova Distributie ...... 7,804 (3,959) 3,845 Total ...... 40,726 (3,959) 36,767

Trade Bad debt Total 31 December 2011 receivables allowance receivables Enel Distributie Muntenia ...... 34,613 — 34,613 Enel Energie Muntenia ...... 3,631 — 3,631 Enel Distributie Banat ...... 6,452 — 6,452 Enel Distributie Dobrogea ...... 633 — 633 Enel Energie ...... 3,184 — 3,184 E.ON Moldova Distributie ...... 4,528 (3,959) 569 Total ...... 53,041 (3,959) 49,082

Trade receivables from associates refer mainly to maintenance, repairs and other services rendered. Payables to associates are as follows:

31 December 31 December 31 December 2013 2012 2011 Enel Distributie Muntenia ...... 1,928 1,643 1,438 Enel Energie Muntenia ...... 51 18 95 Enel Distributie Banat ...... 3,075 2,409 1,404 Enel Distributie Dobrogea ...... 1,012 685 2,276 Enel Energie ...... 451 352 521 E.ON Moldova Distributie ...... 2,809 1,935 1,933 Electrica Soluziona ...... 964 3,221 3,001 Total ...... 10,290 10,263 10,668

F-76 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

31 Related parties (Continued) (ii) Transactions with associates

Sales of electricity and electricity distribution Maintenance and repairs and services other services Sales to: 2013 2012 2011 2013 2012 2011 Enel Distributie Muntenia ...... — 47 — 48,302 91,085 113,214 Enel Energie Muntenia ...... 2,741 2,422 44,007 — 86 Enel Distributie Banat ...... 2 ——5,243 15,073 21,885 Enel Distributie Dobrogea ...... —— —3,600 5,385 7,219 Enel Energie ...... 3,299 1,692 41,564 6 —— E.ON Moldova Distributie ...... 4 82 — 10,136 15,190 16,505 Total ...... 6,046 4,243 85,571 67,287 126,741 158,829

Purchases from: 2013 2012 2011 Enel Distributie Muntenia ...... 8,388 8,017 8,162 Enel Energie Muntenia ...... 655 1,612 12,681 Enel Distributie Banat ...... 6,351 7,011 8,057 Enel Distributie Dobrogea ...... 5,126 5,912 5,363 Enel Energie ...... 847 948 7,843 E.ON Moldova Distributie ...... 9,411 9,020 9,254 Electrica Soluziona ...... 4,116 6,335 3,203 Total ...... 34,894 38,855 54,563

Purchases from associates refer mainly to electricity distribution services. Purchases from Electrica Soluziona represent maintenance of the customer management system.

(d) Transactions with other state-controlled companies The Group has transactions with other state-controlled entities in the ordinary course of its business, related mainly to the acquisition of electricity, transmission and system services and sale of electricity.

F-77 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

31 Related parties (Continued) Significant purchases and balances with other state-controlled companies are mainly with energy suppliers, as follows:

Balance (including VAT) Purchases (without VAT) 31 December 31 December 31 December Supplier 2013 2012 2011 2013 2012 2011 Nuclearelectrica ...... 563,884 524,683 228,186 18,608 36,721 33,021 Transelectrica ...... 444,903 649,006 813,626 182,354 149,506 291,496 Complexul Energetic Oltenia 388,039 332,790 — 27,050 65,835 — Hidroelectrica ...... 379,811 166,401 165,696 10,381 16,339 4,404 OPCOM...... 315,146 237,730 184,309 140 1,969 5,501 Electrocentrale Bucuresti . . . 143,657 219,905 271,851 — 41,724 59,961 Complexul Energetic Hunedoara ...... 95,677 48,631 — 3,283 45,922 — SNGN ROMGAZ ...... 126,872 ————— CN Posta Romana SA ..... 30,960 21,898 14,282 5,511 5,106 230 CET Govora ...... 24,849 26,194 25,239 — 5,228 4,486 Electrocentrale Oradea .... 15,923 37,512 41,026 85 6,748 7,931 Electrocentrale Galati ..... 5,351 22,856 89,319 426 1,139 25,429 Complex Energetic Rovinari . — 104,100 101,828 ——31,518 Complex Energetic Turceni . — 112,102 195,589 ——74,655 Electrocentrale Deva ...... — 58,401 122,988 ——13,970 Complex Energetic Craiova . — 23,773 100,892 ——11,221 Others ...... 8,835 121 28,743 — 10 6,896 Total ...... 2,543,907 2,586,103 2,383,574 247,838 376,247 570,719

The Group also makes sales to other state-controlled entities representing electricity supplied, out of which the most important transactions are the following:

Sales (without Balance, gross Allowance Balance, VAT) (including VAT) (including VAT) net Client 2013 31 December 2013 CFR...... 162,963 240,632 — 240,632 SNGN ROMGAZ ...... 78,785 6,795 — 6,795 OPCOM...... 54,223 142 — 142 Societatea Comerciala ‘‘Cupru Min’’—S.A. Abrud ...... 33,100 36,122 (36,122) — Transelectrica ...... 18,264 2,281 — 2,281 CN Romarm ...... 7,899 485 — 485 Societatea Nationala a Sarii ...... 5,582 ——— Electrocentrale Oradea ...... 5,208 1,180 — 1,180 CN Remin SA...... — 71,151 (71,151) — C.N.C.A.F. MINVEST S.A...... — 78,735 (78,735) — Oltchim ...... 467 715,277 (715,277) — Others ...... 12,008 10,455 (7,742) 2,713 Total ...... 378,499 1,163,255 (909,027) 254,228

F-78 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

31 Related parties (Continued)

Sales (without Balance, gross Allowance VAT) (including VAT) (including VAT) Balance, net Client 2012 31 December 2012 Oltchim ...... 163,849 714,698 (714,698) — CFR...... 152,082 120,853 (16,046) 104,807 SNGN ROMGAZ ...... 96,001 4,877 — 4,877 OPCOM...... 81,947 1,215 — 1,215 Societatea Comerciala ‘‘Cupru Min’’—S.A. Abrud ...... 28,404 48,122 (48,122) — Transelectrica ...... 14,450 1,314 — 1,314 Electrocentrale Oradea ...... 8,500 2,468 — 2,468 CN Romarm ...... 8,403 869 — 869 Societatea Nationala a Sarii ...... 8,211 742 — 742 CN Remin SA...... 655 71,147 (71,147) — C.N.C.A.F. MINVEST S.A...... — 78,735 (78,735) — Others ...... 15,721 2,340 — 2,340 Total ...... 578,223 1,047,380 (928,748) 118,632

Sales (without Balance, gross Allowance VAT) (including VAT) (including VAT) Balance, net Client 2011 31 December 2011 Oltchim ...... 252,691 653,743 (653,743) — CFR...... 194,858 609,406 (338,093) 271,313 SNGN ROMGAZ ...... 77,878 3,966 — 3,966 Societatea Comerciala ‘‘Cupru Min’’—S.A. Abrud ...... 24,654 60,122 (57,122) 3,000 OPCOM...... 24,059 4,614 — 4,614 Transelectrica ...... 13,752 1,030 — 1,030 CET Braila ...... 6,225 5,889 — 5,889 CN Remin SA...... 846 71,232 (71,148) 84 C.N.C.A.F. MINVEST S.A...... — 78,735 (78,735) — Others ...... 27,265 7,449 (2,951) 4,498 Total ...... 622,228 1,496,186 (1,201,792) 294,394

32 Subsidiaries in financial distress According to the Government Decision no. 760/21.07.2010, at the beginning of 2012 Electrica Serv subsidiary was reorganized for the purpose of separating the non-profitable branches. Consequently, five new companies fully owned by Electrica SA were set-up, as follows: SC Servicii Energetice Banat SA, SC Servicii Energetice Dobrogea SA, SC Servicii Energetice Moldova SA, SC Servicii Energetice Oltenia SA and SC Servicii Energetice Muntenia SA. A significant portion of the sales of the above mentioned services companies relates to transactions with electricity distribution companies that have been privatized (Enel, E.On and CEZ). The financial position of SC Servicii Energetice Banat SA, SC Servicii Energetice Dobrogea SA, SC Servicii Energetice Moldova SA and SC Servicii Energetice Oltenia SA has significantly deteriorated after the privatization of the electricity distribution operators in the Banat, Dobrogea, Moldova and Oltenia areas.

F-79 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

32 Subsidiaries in financial distress (Continued) The financial position at 31 December 2012 and results of operations for the year 2012 for four subsidiaries (SC Servicii Energetice Banat SA, SC Servicii Energetice Dobrogea SA, SC Servicii Energetice Moldova SA and SC Servicii Energetice Oltenia SA) indicated significant doubt on the ability of these subsidiaries to continue to operate as going concern. In 2013 Servicii Energetice Moldova, Servicii Energetice Banat and Servicii Energetice Dobrogea were under special administration procedure, and on 19 December 2013 the Company approved the liquidation of these subsidiaries. The procedure for selecting the liquidators started in February 2014 and is in progress as of the date of these consolidated financial statements. Servicii Energetice Oltenia also has financial difficulties. In January 2014 the Board of Directors of Servicii Energetice Oltenia decided the commencement of the insolvency procedure in the view of reorganization. The insolvency process was initiated in 2014. Due to the above conditions that indicated the existence of significant uncertainties that cast significant doubt on the ability of these four subsidiaries to continue to operate as going concern, the Group has recognised the carrying amounts of the assets and liabilities of these subsidiaries on a liquidation basis as at 31 December 2012 and 31 December 2013. As at 31 December 2012 and 31 December 2013 the carrying amount of the assets and liabilities of these four companies (SC Servicii Energetice Banat SA, SC Servicii Energetice Dobrogea SA, SC Servicii Energetice Moldova SA and SC Servicii Energetice Oltenia SA), included in the consolidated financial statements are as follows:

Servicii Servicii Servicii Servicii Energetice Energetice Energetice Energetice 31 December 2013 Moldova Dobrogea Banat Oltenia Total Property, plant and equipment ...... 40,492 15,764 54,795 36,633 147,684 Trade receivables ...... 1,991 3,151 2,535 4,795 12,472 Cash and cash equivalents ...... 195 226 198 299 918 Total assets ...... 42,678 19,141 57,528 41,727 161,074 Trade payables ...... (4,361) (1,682) (7,358) (2,452) (15,853) Payables to the State budget ...... (38,161) (20,691) (27,257) (2,541) (88,650) Social security and other salary taxes ...... (24,960) (14,560) (23,864) (3,035) (66,419) Provisions, employee benefits and deferred taxes (9,512) (4,191) (9,536) (13,366) (36,605) Total liabilities ...... (76,994) (41,124) (68,015) (21,394) (207,527)

Servicii Servicii Servicii Servicii Energetice Energetice Energetice Energetice 31 December 2012 Moldova Dobrogea Banat Oltenia Total Property, plant and equipment ...... 42,118 14,753 46,144 40,930 143,945 Trade receivables ...... 3,786 4,571 5,512 6,754 20,623 Cash and cash equivalents ...... 449 1,049 353 1,777 3,628 Total assets ...... 46,353 20,373 52,009 49,461 168,196 Trade payables ...... (2,183) (2,394) (5,623) (3,803) (14,003) Payables to the State budget ...... (31,611) (16,659) (22,417) (690) (71,377) Social security and other salary taxes ...... (18,107) (10,913) (17,612) (922) (47,554) Provisions, employee benefits and deferred taxes (12,650) (7,893) (13,437) (16,237) (50,217) Total liabilities ...... (64,551) (37,859) (59,089) (21,652) (183,151)

F-80 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

32 Subsidiaries in financial distress (Continued) The Group has not classified the assets and liabilities of these subsidiaries as held for sale as at 31 December 2013, as the assets are not available for immediate sale in their present condition, the assets or disposal groups were not actively marketed for sale, the Group is not committed to a plan to sell the assets or disposal groups, and it was not initiated an active programme to locate a buyer and complete the disposal plan. Consequently, the Group has not presented these subsidiaries as discontinued operations in the income statement for the year ended 31 December 2013.

Assumptions used for adjusting the carrying amount of assets and liabilities of subsidiaries under financial distress The carrying amount of assets and liabilities of the four subsidiaries were recognised on a liquidation basis as at the reporting date when significant doubt on the ability of these subsidiaries to continue as going concern existed (31 December 2012 and 31 December 2013). Property, plant and equipment (PP&E). Land and buildings were valued under a forced sale assumption, where the Group recognized impairment adjustments to carrying amounts based on market experience for forced sale transactions (weighted average 40%). For the measuring and control devices, vehicles, furniture and office equipment the estimated recoverable amount is close to nil and therefore an impairment loss was recognized in full for these items. The impairment recognized in 2012 was RON 86 million, of which RON 82 million decreased the revaluation reserve and RON 4 million was recognised in profit or loss. Receivables. A specific analysis was carried out based on client profile or nature of receivable. Trade receivables arise mainly from the subsidiaries relationships with Enel Distributie Banat, Enel Distributie Dobrogea, CEZ Distributie and E.On Moldova Distributie. The Group estimates that these receivables are recoverable due to the local and international reputation of these companies and therefore no allowance was recognised against them. The Group recorded an impairment loss of RON 8 million in relation with other receivables and other current assets. Inventories. Inventories were written down as at 31 December 2013 and 2012 to their estimated net realizable value in a forced sale. A write down adjustment of RON 23 million was recognised in profit or loss for the year 2012 in this respect. Provisions, employee benefits and payables to the State budget. The Group recognised provisions or liabilities for all obligations as at 31 December 2013 and 2012. In addition, all non-current liabilities, if any, were reclassified as current liabilities.

33 Contingencies (a) Litigation and claims The Group is involved in various litigations; the most significant are the following: • The Group was sued by Orange Media and Terradox Solutions SRL, claiming the payment of RON 17,008 thousand, and RON 12,460 thousand, respectively, representing damages requested by the claimants as a result of the cancelation of public acquisition contract by the Group. By sentence no. 4890/13.06.2013 issued by Bucharest Court, Orange Media’s claim was dismissed. This decision is subject to appeal. By sentence no. 527/07.02.2014 issued by Bucharest Court, Terradox Solutions’s claim was dismissed. This decision is also subject to appeal. The Group expects a favourable outcome for both cases. Consequently no provisions were recorded by the Group.

F-81 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

33 Contingencies (Continued)

• The Group contested in court the decisions issued by ANAF in 2012 and 2013 for an amount of RON 26,082 thousand representing interest and penalties for taxes to the State budget. The Group expects a favourable outcome for all the amounts contested. Consequently no provisions were recorded by the Group.

(b) Contingent assets The Group has late payment penalties outstanding from CFR of RON 23,289 thousand at 31 December 2013 (2012: RON 3,874 thousand; 2011: nil) which are considered contingent assets due to the low probability of collection. Also, the Convention on the settlement of CFR debts to Electrica Furnizare SA, concluded in 2012 by Electrica Furnizare SA with CFR according to GEO no. 25/2012 (see Note 17), provides for the right of Electrica Furnizare SA to claim back from CFR late payment penalties written-off of RON 238,399 thousand, if CFR does not meet its contractual obligations. This decision is subject to approval of the General Shareholders meeting of Electrica Furnizare SA.

(c) Fiscal environment Tax audits are frequent in Romania, consisting of detailed verifications of the accounting records of tax payers. Such audits sometimes take place after months, even years, from the date liabilities are established. Consequently, the companies may be found liable for significant taxes and fines. Moreover, tax legislation is subject to frequent changes and the authorities demonstrate inconsistency in interpretation of the law. Income tax returns may be subject to revision and corrections by tax authorities, generally for a five year period after they are completed. The management of the Group believes that adequate provisions were recorded for all significant tax obligations.

34 Commitments (a) Contractual commitments The Group has the following contractual commitments as at 31 December 2013:

Amount Purchase of electricity ...... 666,529 Purchase of property, plant and equipment and intangible assets ...... 128,402 794,931

(b) Investment program The investment program approved for the year 2014 is as follows:

2014 Distribution activity ...... 395,000 Supply activity ...... 35,488 Maintenance activity ...... 35,167 Other/ shared ...... 69,440 Total ...... 535,095

F-82 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

34 Commitments (Continued) The amounts actually incurred may differ from the ones planned.

(c) Guarantees and pledges At 31 December 2013, 2012 and 2011, the Group has guarantees on its bank accounts opened at ING and BRD for the overdrafts contracted (please see Note 19). At 31 December 2013 the Group has outstanding bank letters of guarantees of RON 90,078 thousand (2012: RON 124,184 thousand; 2011: RON 59,148 thousand) issued in favor of its suppliers. In 2012, ANAF instituted pledges on land and buildings of Electrica Serv for an amount of RON 77 million, in relation with outstanding taxes and contributions, which is still in force at 31 December 2013.

(d) Termination benefits In accordance with the Collective labour contract concluded between the Group and the Unions, when the individual labour contract ceases at the Group’s initiative, the Group will pay termination benefits to the employees depending on their period of service, as follows:

No of gross monthly base Seniority salaries 1 - 5 years ...... 4 5 - 10 years ...... 6 10 - 20 years ...... 7 More than 20 years ...... 10 In case of collective lay-offs, according to the Collective labour contract, the Group will pay termination benefits to the employees depending on their period of service, as follows:

No of gross monthly base Seniority salaries 1 - 3 years ...... 4 3 - 5 years ...... 6 5 - 10 years ...... 7 10 - 20 years ...... 15 More than 20 years ...... 20 Collective lay-offs and termination benefits are only applicable subject to approval of a rectification of the Group’s budget, such that the approved salary fund for the year will not be affected by such measures. The above mentioned stipulations do not apply to employees with individual labour contract concluded for a determined period. The above stipulations do not apply to employees that obtained other higher cumulative salary compensation rights, provided by legal regulations regarding the Group’s reorganization and restructuring. Employees who are re-employed within the Group after lay-off are not entitled to benefit from the rights mentioned above. For details about the restructuring provisions raised each year by the Group refer to Note 29.

35 Subsequent events As disclosed in Note 22, E.On exercised in 2010 the call option for the purchase from Electrica SA 17% of the ordinary shares of E.On Moldova Distributie and 2.38% of the ordinary shares of E.On Energie Romania. On 17 February 2014 the transfer of ownership of these shares was effective.

F-83 SC ELECTRICA SA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER 2012, 31 DECEMBER 2011 (All amounts are in THOUSAND RON, if not otherwise stated)

35 Subsequent events (Continued) Consequently, E.On paid to the Company RON 140,920 thousand for these shares according to the price established by the International Court of Arbitrage. According to the spin-off protocol mentioned in Note 22, Electrica SA will transfer to the new company the remaining shares in E.On Moldova Distributie (10% of the ordinary shares of E.On Moldova Distributie) and in E.On Energie Romania (1.4% of the ordinary shares of E.On Energie Romania) and the cash received from the sale, less the costs directly attributable (legal costs and taxes). On 25 February 2014 an increase of share capital of 188,264 ordinary shares was registered to the Trade Registry. The shares were issued in respect of land contributed by the shareholder. Consequently, the nominal share capital of Electrica SA increased to 208,028,168 ordinary shares with a nominal value of RON 10 per share. On 20 March 2014 the shareholder of the Company approved the decrease of the share capital of the Company as a result of the spin-off the investments Electrica held in the companies mentioned in Note 22, through the decrease in the number of the ordinary shares of 43,123,780 shares with a nominal value of RON 10 per share, from 208,028,168 ordinary shares to 164,904,388 ordinary shares.

F-84 S.C. ELECTRICA S.A. Condensed Consolidated Interim Financial Statements 31 March 2014

F-85 KPMG Audit SRL Tel: +40 (21) 201 22 22 Victoria Business Park +40 (372) 377 800 DN1, Soseaua Bucuresti-Ploiesti nr. 69-71 Fax: +40 (21) 201 22 11 Sector 1 +40 (372) 377 700 www.kpmg.ro P.O. Box 18-191 Bucharest 013685 Romania 2JUN201418125185

Independent Auditors’ Report on Review of Condensed Consolidated Interim Financial Statements To the sole Shareholder S.C. Electrica S.A.

Introduction 1 We have reviewed the accompanying condensed consolidated statement of financial position of S.C. Electrica S.A. (‘‘the Company’’) and its subsidiaries (together ‘‘the Group’’) as at 31 March 2014, the condensed consolidated statements of income, profit or loss and other comprehensive income, changes in equity and cash flows for the three month period then ended, and notes to the interim financial statements (hereinafter ‘‘the condensed consolidated interim financial information’’). Management is responsible for the preparation and presentation of this condensed consolidated interim financial information in accordance with International Accounting Standard (‘‘IAS’’) 34, ‘Interim Financial Reporting’ as endorsed by the European Union. Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.

Scope of Review 2 We conducted our review in accordance with the International Standard on Review Engagements 2410, ‘‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’’. A review of interim financial information 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.

Basis for Qualified Conclusion 3 As described in Note 9 to the accompanying condensed consolidated interim financial information, the Company has investments held in other entities which are to be transferred to the State during the course of 2014 in accordance with the spin-off project published on 23 December 2013. These investments are accounted as held for distribution as at 31 March 2014 and 31 December 2013, and were previously accounted as equity accounted investees and available for sale financial instruments. We could not obtain sufficient and appropriate evidence related to the accounting treatment of the Company’s interest in these entities due to the following: (a) unavailability of financial information prepared in accordance with International Financial Reporting Standards as endorsed by the European Union in order to account for the equity accounted investees, (b) uncertainties regarding the date when significant influence ceased, and (c) uncertainties regarding the accounting for the exit options related to certain investments. Consequently, we were unable to determine whether adjustments might have been necessary for assets held for distribution, retained earnings and reserves as at 31 March 2014 and 31 December 2013. Our audit opinion on the consolidated financial statements of the Group as at and for the year ended 31 December 2013 was modified accordingly.

F-86 Qualified Conclusion 4 Based on our review, except for the possible effects of the matters described in paragraph 3, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information as at 31 March 2014 is not prepared, in all material respects, in accordance with IAS 34, ‘Interim Financial Reporting’ as endorsed by the European Union.

Other Matters 5 We draw attention to the fact that we have not audited or reviewed the accompanying condensed consolidated statements of income, profit or loss and other comprehensive income, changes in equity and cash flows for the three month period ended 31 March 2013, or any of the related notes and accordingly, we do not express an opinion or a conclusion on them. 6 This report is made solely to the Company’s sole shareholder. Our work has been undertaken so that we might state to the Company’s sole shareholder those matters we are required to state to them in such a 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 sole shareholder for our work, for this report, or for the conclusion we have formed.

2JUN201418090199 KPMG Audit S.R.L. 6 May 2014 Bucharest, Romania

F-87 SC ELECTRICA SA CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014

Contents

Condensed consolidated statement of financial position ...... F-89 Condensed consolidated income statement ...... F-90 Condensed consolidated statement of profit or loss and other comprehensive income ...... F-91 Condensed consolidated statement of changes in equity ...... F-92 Condensed consolidated statement of cash flows ...... F-94 Notes to the condensed consolidated interim financial statements 1. Reporting entity ...... F-95 2. Basis of preparation ...... F-96 3. Significant accounting policies ...... F-97 4. Operating segments ...... F-98 5. Revenue and expenses ...... F-104 6. Earnings per share ...... F-104 7. Income taxes ...... F-105 8. Cash and cash equivalents ...... F-105 9. Assets held for distribution ...... F-106 10. Share capital ...... F-108 11. Financial instruments—fair values ...... F-108 12. Related parties ...... F-110 13. Subsidiaries in financial distress ...... F-112 14. Subsequent events ...... F-113

F-88 SC ELECTRICA SA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

31 March 31 December Note 2014 2013 ASSETS Non-current assets Property, plant and equipment ...... 5,956,056 5,932,771 Intangible assets ...... 55,469 58,913 Deferred tax assets ...... 74,481 85,361 Other non-current assets ...... 1,115 1,118 Total non-current assets ...... 6,087,121 6,078,163 Current assets Trade receivables ...... 1,018,368 1,087,545 Other receivables ...... 37,470 62,987 Cash and cash equivalents ...... 8 667,502 650,835 Inventories ...... 28,440 33,809 Prepayments ...... 15,382 6,378 Income tax receivable ...... 29,183 36,510 Assets held for distribution ...... 9 2,232,476 2,243,494 Total current assets ...... 4,028,821 4,121,558 Total assets ...... 10,115,942 10,199,721 EQUITY AND LIABILITIES Equity Share capital ...... 10 2,511,296 2,509,413 Additional contributions from shareholder ...... 49,948 47,657 Revaluation reserve ...... 1,067,991 1,080,704 Other reserves ...... 612,490 612,490 Retained earnings ...... 1,670,823 1,597,810 Total equity attributable to the owner of the Company ...... 5,912,548 5,848,074 Non-controlling interests ...... 839,480 811,296 Total equity ...... 6,752,028 6,659,370 Liabilities Non-current liabilities Finance lease ...... 167 290 Financing of property, plant and equipment ...... 115,051 129,827 Deferred revenue ...... 1,416,815 1,421,596 Deferred tax liabilities ...... 253,633 255,968 Employee benefits ...... 213,577 213,187 Other payables ...... 62,327 66,376 Total non-current liabilities ...... 2,061,570 2,087,244 Current liabilities Bank overdrafts ...... 37,693 79,684 Finance lease ...... 425 498 Financing of property, plant and equipment ...... 135,396 142,584 Trade payables ...... 516,194 627,619 Other payables ...... 269,076 261,390 Current income tax liability ...... 15,307 15,183 Deferred revenue ...... 105,648 89,223 Employee benefits ...... 137,171 152,191 Provisions ...... 85,434 84,735 Total current liabilities ...... 1,302,344 1,453,107 Total liabilities ...... 3,363,914 3,540,351 Total equity and liabilities ...... 10,115,942 10,199,721

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

Administrator General Director Marius Eugen Untescu Ioan Rosca Economic Director Emilia Elena Marin

F-89 SC ELECTRICA SA CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, except per share data)

Three month period ended 31 March 31 March Note 2014 2013 Revenues ...... 5 1,210,877 1,396,056 Other income ...... 31,655 29,723 Electricity purchased ...... 5 (624,268) (837,076) Green certificates ...... (92,113) (106,670) Salaries and other employee benefits ...... (172,169) (176,931) Repairs, maintenance and materials ...... (11,480) (17,099) Depreciation and amortization ...... (103,187) (97,939) Reversal of impairment of property, plant and equipment, net ...... 44 392 Reversal of impairment of trade and other receivables, net ...... 2,720 15,330 Other operating expenses ...... (123,446) (123,207) Operating profit ...... 118,633 82,579 Finance income ...... 2,703 4,869 Finance costs ...... (3,822) (9,245) Net finance cost ...... (1,119) (4,376) Share of profit or loss of equity-accounted investees, net of tax ...... — 15,740 Profit before tax ...... 117,514 93,943 Income tax expense ...... 7 (29,030) (12,175) Profit for the period ...... 88,484 81,768 Profit for the period attributable to: —owner of the Company ...... 60,300 62,417 —non-controlling interests ...... 28,184 19,351 Profit for the period ...... 88,484 81,768 Earnings per share Basic and diluted earnings per share (RON) ...... 6 0.29 0.30

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

Administrator General Director Marius Eugen Untescu Ioan Rosca Economic Director Emilia Elena Marin

F-90 SC ELECTRICA SA CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

Three month period ended 31 March 31 March Note 2014 2013 Profit for the period ...... 88,484 81,768 Other comprehensive income ...... —— Total comprehensive income ...... 88,484 81,768 Total comprehensive income attributable to: —owner of the Company ...... 60,300 62,417 —non-controlling interests ...... 28,184 19,351 Total comprehensive income ...... 88,484 81,768

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

Administrator General Director Marius Eugen Untescu Ioan Rosca Economic Director Emilia Elena Marin

F-91 SC ELECTRICA SA CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

Attributable to the owner of the Company Additional contributions Non- Share from Revaluation Other Retained controlling Total Note capital shareholder reserve reserves earnings Total interests equity Balance at 1 January 2014 ...... 2,509,413 47,657 1,080,704 612,490 1,597,810 5,848,074 811,296 6,659,370 Comprehensive income Profit for the period . . . —— ——60,300 60,300 28,184 88,484 Other comprehensive income ...... —— ———— — — Total comprehensive income ...... —— ——60,300 60,300 28,184 88,484 Transactions with owner of the Company Contributions and distributions Issue of ordinary shares in respect of land contributed by the shareholder ...... 10 1,883 (1,883) —— — — — — Land for which ownership rights were obtained ...... — 4,174 —— —4,174 — 4,174 Total transactions with owner of the Company 1,883 2,291 —— —4,174 — 4,174 Other changes in equity Release of revaluation reserve to retained earnings due to depreciation and disposals of property, plant and equipment . . ——(12,713) — 12,713 — — — Balance at 31 March 2014 ...... 2,511,296 49,948 1,067,991 612,490 1,670,823 5,912,548 839,480 6,752,028

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

F-92 SC ELECTRICA SA CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

Attributable to the owner of the Company Additional contributions Non- Share from Revaluation Other Retained controlling Total Note capital shareholder reserve reserves earnings Total interests equity Balance at 1 January 2013 ...... 2,493,305 54,645 1,132,815 599,226 1,326,572 5,606,563 765,253 6,371,816 Comprehensive income Profit for the period . . . —— ——62,417 62,417 19,351 81,768 Other comprehensive income ...... —— ———— — — Total comprehensive income ...... —— ——62,417 62,417 19,351 81,768 Transactions with owner of the Company Contributions and distributions Issue of ordinary shares in respect of land contributed by the shareholder ...... 10 1,559 (1,559) —— — — — — Total transactions with owner of the Company 1,559 (1,559) —— — — — — Other changes in equity Release of revaluation reserve to retained earnings due to depreciation and disposals of property, plant and equipment . . ——(12,788) — 12,788 — — — Balance at 31 March 2013 ...... 2,494,864 53,086 1,120,027 599,226 1,401,777 5,668,980 784,604 6,453,584

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

F-93 SC ELECTRICA SA CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

Three month period ended 31 March Note 2014 2013 Cash flows from operating activities Profit for the period ...... 88,484 81,768 Adjustments for: Depreciation ...... 99,387 94,538 Amortisation ...... 3,800 3,401 Reversal of impairment of property, plant and equipment, net ...... (44) (392) Loss on disposal of property, plant and equipment ...... 39 404 Reversal of impairment of trade and other receivables, net ...... (2,720) (15,330) Release of deferred revenue ...... (20,708) (17,681) Net finance costs ...... 1,119 4,376 Share of profit or loss of equity-accounted investees, net of tax ...... 9 — (15,740) Income tax expense ...... 7 29,030 12,175 198,387 147,519 Changes in: Trade receivables ...... 71,230 (89,674) Other receivables ...... 37,953 (53,794) Prepayments ...... (9,004) (28,272) Inventories ...... 5,369 1,532 Trade payables ...... (44,856) 5,457 Other payables ...... (11,009) 69,251 Employee benefits and provisions ...... (13,931) (10,049) Deferred revenue ...... 32,352 63,646 Cash generated from operating activities ...... 266,491 105,616 Interest paid ...... (2,775) (7,445) Income tax paid ...... (13,034) (12,985) Net cash from operating activities ...... 250,682 85,186 Cash flows from investing activities Payments for purchases of property, plant and equipment ...... (147,228) (95,458) Payments for purchases of property, plant and equipment from customers contribution ...... (21,600) (37,538) Payments for purchases of intangible assets ...... (356) (5,315) Proceeds from sale of property, plant and equipment ...... 21 172 Proceeds from sale of investments ...... 9 140,920 — Interest received ...... 5,774 10,735 Net cash used in investing activities ...... (22,469) (127,404) Cash flows from financing activities Repayment of financing of property, plant and equipment ...... (36,883) (35,914) Payment of finance lease liabilities ...... (982) (949) Net cash used in financing activities ...... (37,865) (36,863) Net increase/(decrease) in cash and cash equivalents ...... 190,348 (79,081) Cash and cash equivalents at 1 January ...... 571,151 474,344 Effect of movements in exchange rates on cash held ...... (1,788) (458) Cash and cash equivalents at 31 March ...... 8 759,711 394,805

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

Administrator General Director Marius Eugen Untescu Ioan Rosca Economic Director Emilia Elena Marin

F-94 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

1 Reporting entity These financial statements are the condensed consolidated interim financial statements of S.C. Electrica S.A. (‘‘the Company’’) and its subsidiaries (together ‘‘the Group’’) as at and for the three month period ended 31 March 2014. The registered office of the Company is 9 Grigore Alexandrescu Street, Sector 1, Bucharest, Romania. The Company has unique registration number 13267221 and Trade Register registration number J40/7425/2000. The sole shareholder of SC Electrica SA is the Romanian State, represented by the Ministry of Economy—Department for Energy. The Company’s subsidiaries are the following:

% shareholding % shareholding as at 31 March as at 31 Dec Subsidiary Activity Tax code Head Office 2014 2013 Electrica Distributie Muntenia Nord SA ..... Electricity distribution in 14506181 Ploiesti 78.0000021% 78.0000021% geographical area of Muntenia Nord Electrica Distributie Transilvania Nord SA .... Electricity distribution in 14476722 Cluj-Napoca 77.99999% 77.99999% geographical area of Transilvania Nord Electrica Distributie Transilvania Sud SA ..... Electricity distribution in 14493260 Brasov 78.0000019% 78.0000019% geographical area of Transilvania Sud Electrica Furnizare SA ..... Electricity supply 28909028 Bucuresti 77.99997% 77.99997% Electrica Serv SA ...... Services in the energy sector 17329505 Bucuresti 100% 100% (maintenance, repairs, construction) Servicii Energetice Muntenia SA ...... Services in the energy sector 29384120 Bucuresti 100% 100% (maintenance, repairs, construction) Servicii Energetice Moldova SA ...... Services in the energy sector 29386768 Bacau 100% 100% (maintenance, repairs, construction) Servicii Energetice Banat SA . Services in the energy sector 29388211 Timisoara 100% 100% (maintenance, repairs, construction) Servicii Energetice Dobrogea SA ...... Services in the energy sector 29388378 Constanta 100% 100% (maintenance, repairs, construction) Servicii Energetice Oltenia SA ...... Services in the energy sector 29389861 Craiova 100% 100% (maintenance, repairs, construction) The main activities of the Group include operation and development of electricity distribution networks and activities related to electricity supply to final consumers. The Group is the electricity distribution operator and the main electricity supplier in Muntenia Nord area (Prahova, Buzau, Dambovita, Braila, Galati and Vrancea counties), Transilvania Nord area (Cluj, Maramures, Satu Mare, Salaj, Bihor and Bistrita-Nasaud counties) and Transilvania Sud area (Brasov, Alba, Sibiu, Mures, Harghita and Covasna counties), operating with transformation stations and 0.4 kV and 110 kV power lines.

F-95 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

1 Reporting entity (Continued) Starting 1 January 2014 the electricity distribution tariffs approved by National Authority for Energy Regulation (‘‘ANRE’’) are as follows (RON/MWh, presented cumulatively for medium and low voltage):

ANRE Order no. High voltage Medium voltage Low voltage Transilvania Nord ...... 104/18 December 2013 20.65 67.28 178.75 Transilvania Sud ...... 105/18 December 2013 23.46 70.45 194.74 Muntenia Nord ...... 98/18 December 2013 18.90 63.13 206.05 In 2013 the Company approved the liquidation of 3 subsidiaries: Servicii Energetice Banat, Servicii Energetice Dobrogea and Servicii Energetice Moldova. In January 2014 the Board of Directors of Servicii Energetice Oltenia decided the commencement of the insolvency process with a view to reorganization. The insolvency process was initiated in 2014. For further information on the financial position of these subsidiaries refer to Note 13.

Initial public offering The Government Decision no. 85/2013 approved the privatization strategy of Electrica SA by initial public offer (‘‘IPO’’). According to the privatization strategy, a 51% stake will be offered for sale by issuance of new shares representing 105% of the existing share capital as at the date of the IPO. The shares will be offered to both individual and institutional investors on the Romanian market, as well as to qualified investors on the US market and Global Depository Receipts (‘‘GDRs’’) on the UK market. The IPO process is currently planned to be finalized in 2014.

2 Basis of preparation (a) Statement of compliance These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 ‘‘Interim Financial Reporting’’ as endorsed by the European Union. They do not include all the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (‘‘IFRS’’) as endorsed by the European Union (‘‘IFRS-EU’’). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2013. The condensed consolidated interim financial statements were authorized for issue by the Board of Directors on 6 May 2014.

(b) Basis of measurement The condensed consolidated interim financial statements have been prepared on the historical cost basis except for property, plant and equipment, which is measured based on the revaluation model. The assets and liabilities of the subsidiaries in financial distress (Servicii Energetice Banat, Servicii Energetice Dobrogea, Servicii Energetice Moldova, Servicii Energetice Oltenia) are not measured on a going concern basis but on an alternate basis.

(c) Judgements and estimates In preparing these interim financial statements, management makes judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

F-96 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

2 Basis of preparation (Continued) The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2013.

3 Significant accounting policies Except as described below, the accounting policies applied in these interim financial statements are the same as those applied in the Group’s consolidated financial statements as at and for the year ended 31 December 2013. The following changes in accounting policies are also expected to be reflected in the Group’s consolidated financial statements as at and for the year ending 31 December 2014.

Changes in accounting policies The Group has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial application of 1 January 2014 under IFRS-EU:

IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities (2011) As a result of IFRS 10 (2011), the Group has changed its accounting policy for determining whether it has control over and consequently whether it consolidates its investees. IFRS 10 (2011) introduces a new control model that is applicable to all investees, by focusing on whether the Group has power over an investee, exposure or rights to variable returns from its involvement with the investee and ability to use its power to affect those returns. In particular, IFRS 10 (2011) requires the Group to consolidate investees that it controls on the basis of de facto circumstances. IFRS 12 brings together into a single standard all the disclosure requirements about an entity’s interests in subsidiaries, joint arrangements, associates and unconsolidated structured entities. The Group reassessed the control conclusion for its investees at 1 January 2014. The Group has not changed its control conclusion in respect of its investment in subsidiaries. In respect of investment in associates and other investment the adoption of these standards does not have a significant impact on the Group as these investments were classified as held for distribution as at 31 December 2013.

Offsetting Financial Assets and Financial Liabilities—Amendments to IAS 32 These amendments clarify the meaning of ‘currently has a legally enforceable right to set-off’ and the criteria for non-simultaneous settlement mechanisms of clearing houses to qualify for offsetting. These amendments have no impact on the Group.

Recoverable Amount Disclosures for Non-Financial Assets—Amendments to IAS 36 These amendments remove the unintended consequences of IFRS 13 Fair Value Measurement on the disclosures required under IAS 36 Impairment of Assets. In addition, these amendments require disclosure of the recoverable amounts for the assets or cash-generating units (CGUs) for which an impairment loss has been recognized or reversed during the period.

IFRIC 21 Levies IFRIC 21 is effective for annual periods beginning on or after 1 January 2014 and is applied retrospectively.

F-97 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

3 Significant accounting policies (Continued) It is applicable to all levies imposed by governments under legislation, other than outflows that are within the scope of other standards (e.g., IAS 12 Income Taxes) and fines or other penalties for breaches of legislation. The interpretation clarifies that an entity recognizes a liability for a levy no earlier than when the activity that triggers payment, as identified by the relevant legislation, occurs. It also clarifies that a levy liability is accrued progressively only if the activity that triggers payment occurs over a period of time, in accordance with the relevant legislation. For a levy that is triggered upon reaching a minimum threshold, no liability is recognized before the specified minimum threshold is reached. The interpretation requires these same principles to be applied in interim financial statements. Currently these amendments have no impact on the Group.

4 Operating segments (a) Basis for segmentation The following summary describes the operations of each reportable segment.

Reportable segments Operations Electricity supply ...... Buying and supplying electricity to consumers (includes Electrica Furnizare SA and the supply activity of Electrica SA) Electricity distribution ...... Electricity distribution service (includes Electrica Distributie Muntenia Nord SA, Electrica Distributie Transilvania Nord SA, Electrica Distributie Transilvania Sud SA, Electrica Serv SA and the investments in the distribution activity done by Electrica SA) External electricity network maintenance ...... Repairs, maintenance and other services for electricity networks owned by other distributors (includes Servicii Energetice Banat SA, Servicii Energetice Dobrogea SA, Servicii Energetice Moldova SA, Servicii Energetice Oltenia SA and Servicii Energetice Muntenia SA) Headquarter ...... Includes corporate services at parent level The General Director of the Company reviews management reports of each segment. Segment profit before tax is used to measure performance because management believes that such information is the most relevant in evaluating the results of the segments.

F-98 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

4 Operating segments (Continued) (b) Information about reportable segments

External Consolidation electricity Total for eliminations Electricity Electricity network reportable and Consolidated supply distribution maintenance Headquarter segments adjustments total Three month period ended 31 March 2014 External revenues ...... 1,058,695 136,162 16,020 — 1,210,877 — 1,210,877 Inter-segment revenue ..... 44,063 400,299 ——444,362 (444,362) — Segment revenue ...... 1,102,758 536,461 16,020 — 1,655,239 (444,362) 1,210,877 Segment profit (loss) before tax ...... 58,575 86,154 (23,888) (3,327) 117,514 — 117,514 Net finance (cost)/income . . . 331 43 22 (1,515) (1,119) — (1,119) Depreciation, amortization and impairment of PP&E, net...... (1,288) (100,428) (922) (505) (103,143) — (103,143) EBITDA* ...... 59,532 186,539 (22,988) (1,307) 221,776 — 221,776 Segment net profit (loss) . . . 41,589 74,419 (24,197) (3,327) 88,484 — 88,484 Salaries and other employee benefits ...... (19,094) (128,431) (21,118) (3,526) (172,169) — (172,169) Capital expenditure ...... 999 107,598 ——108,597 — 108,597 Three month period ended 31 March 2013 External revenues ...... 1,251,285 117,279 27,492 — 1,396,056 — 1,396,056 Inter-segment revenue ..... 60,736 410,803 ——471,539 (471,539) — Segment revenue ...... 1,312,021 528,082 27,492 — 1,867,595 (471,539) 1,396,056 Segment profit (loss) before tax ...... 47,148 50,292 (18,878) (359) 78,203 15,740 93,943 Net finance (cost)/income . . . 87 (2,484) 113 (2,092) (4,376) — (4,376) Depreciation, amortization and impairment of PP&E, net...... (1,836) (94,001) (1,062) (648) (97,547) — (97,547) EBITDA* ...... 48,897 146,777 (17,929) 2,381 180,126 — 180,126 Segment net profit (loss) . . . 38,826 46,767 (19,207) (358) 66,028 15,740 81,768 Salaries and other employee benefits ...... (19,009) (128,302) (25,561) (4,059) (176,931) — (176,931) Share of profit or loss of equity accounted investees . —— —15,740 15,740 — 15,740 Capital expenditure ...... 191 118,391 ——118,582 — 118,582

F-99 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

4 Operating segments (Continued)

External Consolidation electricity Total for eliminations Electricity Electricity network reportable and Consolidated supply distribution maintenance Headquarter segments adjustments total At 31 March 2014 Segment assets ...... 1,226,168 6,767,401 362,484 267,517 8,623,570 1,492,372 10,115,942 Trade and other receivables . 1,011,782 633,253 40,575 — 1,685,610 (629,772) 1,055,838 Cash and cash equivalents . . 113,034 404,496 2,243 147,729 667,502 — 667,502 Assets held for distribution . . ———2,232,476 2,232,476 — 2,232,476 Trade and other payables, and short term employee benefits ...... 783,594 326,676 397,637 3,578 1,511,485 (538,149) 973,336 Bank overdrafts ...... — 12,070 — 25,623 37,693 — 37,693 Financing for PP&E and finance lease ...... — 251,039 ——251,039 — 251,039 At 31 December 2013 Segment assets ...... 1,409,768 6,645,504 372,062 214,854 8,642,188 1,557,533 10,199,721 Trade and other receivables . 1,213,788 649,927 44,004 — 1,907,719 (757,187) 1,150,532 Cash and cash equivalents . . 92,146 412,580 1,983 144,126 650,835 — 650,835 Assets held for distribution . . ———2,243,494 2,243,494 — 2,243,494 Trade and other payables, and short term employee benefits ...... 880,349 417,795 382,700 3,307 1,684,151 (588,007) 1,096,144 Bank overdrafts ...... 42,218 467 — 36,999 79,684 — 79,684 Financing for PP&E and finance lease ...... — 273,199 ——273,199 — 273,199

F-100 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

4 Operating segments (Continued) The breakdown of the Electricity distribution reportable segment is as follows:

Distribution Distribution Distribution Electricity Total Muntenia Transilvania Transilvania network Electricity Nord Nord Sud maintenance Eliminations distribution Three month period ended 31 March 2014 External revenues ...... 42,861 39,867 50,202 3,232 — 136,162 Inter-segment revenue ...... 144,109 125,344 128,317 80,130 (77,601) 400,299 Segment revenue ...... 186,970 165,211 178,519 83,362 (77,601) 536,461 Segment profit (loss) before tax ...... 25,964 33,880 26,959 (649) — 86,154 Net finance (cost)/income . . . 1,485 (340) (1,116) 14 — 43 Depreciation, amortization and impairment of PP&E, net...... (26,041) (34,594) (35,967) (3,826) — (100,428) EBITDA* ...... 50,520 68,814 64,042 3,163 — 186,539 Net profit (loss) ...... 25,639 28,012 21,578 (810) — 74,419 Salaries and other employee benefits ...... (30,735) (28,783) (26,555) (42,358) — (128,431) Capital expenditure ...... 28,646 32,501 46,447 4 — 107,598 Three month period ended 31 March 2013 External revenues ...... 35,704 35,952 40,680 4,943 — 117,279 Inter-segment revenue ...... 152,100 123,966 132,360 80,077 (77,700) 410,803 Segment revenue ...... 187,804 159,918 173,040 85,020 (77,700) 528,082 Segment profit (loss) before tax ...... 22,377 23,368 6,425 (1,878) — 50,292 Net finance (cost)/income . . . 1,638 (1,796) (2,239) (87) — (2,484) Depreciation, amortization and impairment of PP&E, net...... (24,466) (32,275) (33,096) (4,164) — (94,001) EBITDA* ...... 45,205 57,439 41,760 2,373 — 146,777 Net profit (loss) ...... 23,768 19,844 4,955 (1,800) — 46,767 Salaries and other employee benefits ...... (30,636) (28,456) (26,407) (42,803) — (128,302) Capital expenditure ...... 30,227 47,951 39,907 306 — 118,391

F-101 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

4 Operating segments (Continued)

Distribution Distribution Distribution Electricity Total Muntenia Transilvania Transilvania network Electricity Nord Nord Sud maintenance Eliminations distribution At 31 March 2014 Segment assets ...... 2,340,502 1,822,200 1,989,304 528,779 86,616 6,767,401 Trade and other receivables ..... 159,573 131,541 147,342 281,413 (86,616) 633,253 Cash and cash equivalents ...... 329,343 16,240 46,567 12,346 — 404,496 Trade and other payables, and short term employee benefits . . 108,570 99,488 100,735 104,499 (86,616) 326,676 Bank overdrafts ...... ——12,070 ——12,070 Financing for PP&E and finance lease ...... 80,617 46,710 123,120 592 — 251,039 At 31 December 2013 Segment assets ...... 2,343,997 1,840,521 1,987,822 600,505 (127,341) 6,645,504 Trade and other receivables ..... 163,934 133,660 156,399 323,275 (127,341) 649,927 Cash and cash equivalents ...... 324,565 31,621 47,062 9,332 — 412,580 Trade and other payables, and short term employee benefits . . 133,435 140,400 133,254 138,047 (127,341) 417,795 Bank overdrafts ...... — 467 —— —467 Financing for PP&E and finance lease ...... 78,722 53,891 139,798 788 — 273,199

* EBITDA (Earnings before interest, tax, depreciation and amortisation) for operating segments is defined and calculated as segment profit (loss) before tax of a given operating segment adjusted for i) depreciation, amortization and impairment/ reversal of impairment of property, plant and equipment and intangible assets in the operating segment, ii) net finance (cost)/ income in the operating segment, and iii) share of profit (loss) of equity-accounted investees in the operating segment (as disclosed in the income statements). EBITDA is not an IFRS measure and should not be treated as an alternative to IFRS measures. Moreover, EBITDA is not uniformly defined. The method used to calculate EBITDA used by other companies may differ significantly from that used by the Group. As a consequence, the EBITDA presented in this note cannot, as such, be relied upon for the purpose of comparison to the EBITDA of other companies.

F-102 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

4 Operating segments (Continued) (c) Reconciliation of information on reportable segments to IFRS measures

Three month period ended 31 March 31 March 2014 2013 Profit before tax Total profit before tax for reportable segments ...... 117,514 78,203 Share of profit of equity-accounted investees ...... — 15,740 Consolidated profit before tax ...... 117,514 93,943 Net profit Total net profit for reportable segments ...... 88,484 66,028 Share of profit of equity-accounted investees ...... — 15,740 Consolidated net profit ...... 88,484 81,768

31 March 31 December 2014 2013 Total assets Total assets for reportable segments ...... 8,623,570 8,642,188 Elimination of inter-segment assets ...... (813,181) (768,396) Assets held for distribution ...... 2,232,476 2,243,494 Unallocated amounts ...... 73,077 82,435 Consolidated total assets ...... 10,115,942 10,199,721 Trade and other receivables Trade and other receivables for reportable segments ...... 1,685,610 1,907,719 Elimination of inter-segment trade and other receivables ...... (628,368) (754,261) Unallocated amounts ...... (1,404) (2,926) Consolidated trade and other receivables ...... 1,055,838 1,150,532 Trade and other payables and short term employee benefits Trade and other payables and short term employee benefits for reportable segments ...... 1,511,485 1,684,151 Elimination of inter-segment trade and other payables and short term employee benefits ...... (536,745) (585,081) Unallocated amounts ...... (1,404) (2,926) Consolidated trade and other payables ...... 973,336 1,096,144

F-103 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

5 Revenue and expenses Revenues

Three month period ended 31 March 31 March 2014 2013 Supply and distribution of electricity ...... 1,164,890 1,337,883 Repairs and maintenance and other services rendered ...... 22,336 35,619 Release of connection fees (customers’ contributions) ...... 20,708 17,681 Re-connection fees ...... 2,204 3,147 Sales of merchandise ...... 739 1,726 Total ...... 1,210,877 1,396,056

Electricity purchased Electricity purchased includes mainly the cost of electricity purchased for the purpose of supply to final consumers or to other electricity suppliers, as well as the cost of transmission and system services (in the amount of RON 69,998 thousand for the three month period ended 31 March 2014 and RON 60,590 thousand for the three month period ended 31 March 2013), and the electricity acquired to cover network losses (in the amount of RON 157,039 thousand for the three month period ended 31 March 2014 and RON 189,226 thousand for the three month period ended: 31 March 2013). The Group purchases the electricity from different producers, the majority of them being state controlled companies— refer to Note 12. The significant decrease of the electricity expenses is due mainly to the decrease in the acquisition cost of electricity in the first quarter of 2014 compared to 2013 resulting mainly from acquisitions of cheaper hydro-based and nuclear-based producers rather than the more expensive thermal energy producers. Also in the three month period ended 31 March 2013 the Group has incurred penalties for early termination of certain electricity purchase contracts of RON 12,670 thousand.

6 Earnings per share The calculation of basic and diluted earnings per share has been based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding.

Profit attributable to ordinary shareholders

Three month period ended 31 March 31 March 2014 2013 Profit for the period attributable to the owner of the Company ...... 60,300 62,417 Profit attributable to ordinary shareholders ...... 60,300 62,417

F-104 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

6 Earnings per share (Continued) Weighted-average number of ordinary shares (in number of shares)

2014 2013 Issued ordinary shares at 1 January ...... 207,839,904 206,229,044 Effect of shares issued in February ...... 125,509 103,973 Weighted-average number of ordinary shares at 31 March ...... 207,965,413 206,333,017 Earnings per share Basic and diluted earnings per share (RON) ...... 0.29 0.30

7 Income taxes

Three month period ended 31 March 31 March 2014 2013 Current tax expense ...... 20,489 8,509 Deferred tax expense ...... 8,541 3,666 Total income tax ...... 29,030 12,175

8 Cash and cash equivalents

31 March 31 March 2014 2013 Total cash and cash equivalents in the consolidated statement of financial position ...... 667,502 572,238 Overdrafts used for cash management purposes ...... (37,693) (177,433) Cash and cash equivalents classified as held for distribution (Note 9) ...... 129,902 — Total cash and cash equivalents in the consolidated statement of cash flows ..... 759,711 394,805

At 31 March 2014 the Group has guarantees on its bank accounts opened at ING for the overdrafts contracted. The following information is relevant in the context of the statement of cash-flows: Non-cash activity includes: • purchases of property, plant and equipment on suppliers’ credit of RON 18 million during the three month period ended 31 March 2014 (31 March 2013: RON 40 million); • land contributed by the shareholder of RON 4,174 thousand during the three month period ended 31 March 2014 (31 March 2013: nil); • compensations between trade receivables and trade payables of RON 1 million during the three month period ended 31 March 2014 (31 March 2013: RON 21 million). Also the payments made in the current period for purchases of property, plant and equipment from prior periods were RON 68 million during the three month period ended 31 March 2014 (31 March 2013: RON 41 million).

F-105 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

9 Assets held for distribution The Company owns shares in the following entities:

% shareholding as % shareholding as Company Activity Tax code Head Office at 31 March 2014 at 31 December 2013 Enel Distributie Muntenia (former subsidiary privatized in 2007) . . Electricity distribution in 14507322 Bucuresti 23.57% 23.57% geographical area of Muntenia Sud Enel Energie Muntenia (former subsidiary privatized in 2007) . . Electricity supply 24387371 Bucuresti 23.57% 23.57% Enel Distributie Banat (former subsidiary privatized in 2005) . . Electricity distribution in 14490379 Timisoara 24.87% 24.87% geographical area of Banat Enel Distributie Dobrogea (former subsidiary privatized in 2005) . . Electricity distribution in 14500308 Constanta 24.90% 24.90% geographical area of Dobrogea Enel Energie (former subsidiary privatized in 2005) ...... Electricity supply 22000460 Bucuresti 36.99% 36.99% E.ON Moldova Distributie (former subsidiary privatized in 2005) . . Electricity distribution in 14493197 lasi 10% 27% geographical area of Moldova E.ON Energie ...... Electricity and gas supply 22043010 Targu-Mures 1.4% 3.78% Electrica Soluziona ...... IT systems development 14832595 Bucuresti 49% 49% Hidro Tarnita ...... Electricity generation 32425590 Bucuresti 50% 50% On 18 December 2013 the shareholder of the Company approved the spin-off of the above mentioned interests held by the Company into a new company wholly owned by the Company’s shareholder (the Romanian State, represented by the Ministry of Economy—Department for Energy). No compensation will be received in return for these assets. This reorganisation put into practice the commitments assumed by Romanian authorities in the Letter of Intent of September 2013 on which the new stand-by agreement approved by the International Monetary Fund was based, and the provisions of the Memorandum on ‘‘Measures for increasing the attractiveness for privatisation of Electrica’’ approved by the Government on 11 December 2013. The reorganization was also approved by Government Decision no. 203 from 19 March 2014. According to the shareholder decision on 18 December 2013, all the rights and obligations resulting from the privatisation contracts previously signed with Enel and E.On for the sale of the Company’s shares in the above mentioned entities will be also transferred to the new company, as well as all the assets or liabilities that could result from these contracts and the rights and obligations from the litigations or disputes in which Electrica is involved with Enel, E.On and CEZ or any other future litigations or disputes. The spin-off project was approved by the Board of Directors of the Company on 19 December 2013 and published in the National Trade Registry on 23 December 2013. Consequently, the Company reclassified these investments as current assets and presented them as assets held for distribution (previously classified as equity accounted investees and other investments). On 20 March 2014 the shareholder of the Company approved the spin-off project as published on 23 December 2013 and the set-up of the new company.

F-106 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

9 Assets held for distribution (Continued) During the interim period, the Company’s holdings in the investments classified as held for distribution have changed following the sale of part of the shares to E.On on 17 February 2014 following the exercise of the Call options by E.on (see below). As a result, E.on received 17% of the ordinary shares of E.On Moldova Distributie and 2.38% of the ordinary shares of E.On Energie Romania. E.On paid to the Company the exercise price of RON 140,920 thousand, based on the price established by the International Court of Arbitrage. According to the spin-off project mentioned above, the Company will transfer to the new company the remaining shares in E.On Moldova Distributie (10% of the ordinary shares of E.On Moldova Distributie) and in E.On Energie Romania (1.4% of the ordinary shares of E.On Energie Romania) as well as the cash received from the sale less the directly attributable costs (legal costs and taxes), of RON 129,902 thousand (classified as assets held for distribution at 31 March 2014).

Carrying amount at 31 March 31 December Assets held for distribution 2014 2013 Enel Distributie Muntenia ...... 823,183 823,183 Enel Energie Muntenia ...... 91,054 91,054 Enel Distributie Banat ...... 552,147 552,147 Enel Distributie Dobrogea ...... 394,297 394,297 Enel Energie ...... 158,667 158,667 E.On Distributie ...... 79,011 213,000 E.On Energie ...... 4,069 11,000 Electrica Soluziona ...... 49 49 Hidro Tarnita ...... 57 57 BRM...... 40 40 Cash and cash equivalents ...... 129,902 — Total assets held for distribution ...... 2,232,476 2,243,494

F-107 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

9 Assets held for distribution (Continued) The Group’s share of the profit or loss and other comprehensive income of its equity-accounted investees for the three month period ended 31 March 2013 were as follows:

Three month period ended 31 March 2013 Share of other Share of comprehensive profit or loss income Enel Distributie Banat ...... 11,438 — Enel Distributie Dobrogea ...... 7,956 — Enel Energie ...... (3,654) — Total ...... 15,740 —

In order to record its share of the associates’ profit or loss and changes in other comprehensive income, the Group used information from the statutory annual financial statements of its associates, as financial statements prepared in accordance with IFRS/ IFRS-EU were not available.

10 Share capital The share capital of Electrica SA is 100% owned by the Romanian State, represented by the Ministry of Economy—Department for Energy. The issued share capital in nominal terms consists of 208,028,168 ordinary shares at 31 March 2014 (207,839,904 ordinary shares at 31 December 2013) with a nominal value of RON 10 per share. All shares rank equally with regard to the Company’s residual assets. The holders of ordinary shares are entitled to receive dividends as declared, and are entitled to one vote per share at meetings of the Company.

2014 2013 Number of shares at 1 January ...... 207,839,904 206,229,044 Shared issued during the period ...... 188,264 155,960 Number of shares at 31 March ...... 208,028,168 206,385,004

On 25 February 2014 an increase of share capital of 188,264 ordinary shares was registered in the Trade Registry. The shares were issued in respect of land contributed by the shareholder in previous periods. Consequently, the nominal share capital of Electrica SA increased to 208,028,168 ordinary shares with a nominal value of RON 10 per share. On 20 March 2014 the shareholder of the Company approved the decrease of the share capital of the Company as a result of the spin-off of the Electrica’s investments mentioned in Note 9. The decrease of 43,123,780 ordinary shares (from 208,028,168 ordinary shares to 164,904,388 ordinary shares) will be recorded after the admission of the spin-off by the Court and the registration with the Trade Registry. Until 31 December 2003, the statutory share capital in nominal terms was restated according to IAS 29 ‘‘Financial Reporting in Hyperinflationary Economies’’ with a corresponding adjustment to retained earnings.

11 Financial instruments—fair values (a) Accounting classifications and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for

F-108 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

11 Financial instruments—fair values (Continued) financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Carrying amount Fair value Other Loans and financial 31 March 2014 receivables liabilities Total Level 1 Level 2 Level 3 Total Financial assets not measured at fair value Trade receivables ...... 1,018,368 1,018,368 Cash and cash equivalents ...... 667,502 667,502 Total ...... 1,685,870 1,685,870

Carrying amount Fair value Other Loans and financial 31 March 2014 receivables liabilities Total Level 1 Level 2 Level 3 Total Financial liabilities not measured at fair value Bank overdrafts ...... 37,693 37,693 Financing of property, plant and equipment ...... 250,447 250,447 254,428 254,428 Finance lease ...... 592 592 Trade payables ...... 516,194 516,194 Total ...... 804,926 804,926

31 December 2013 Financial assets not measured at fair value Trade receivables ...... 1,087,545 1,087,545 Cash and cash equivalents ...... 650,835 650,835 Total ...... 1,738,380 1,738,380 Financial liabilities not measured at fair value Bank overdrafts ...... 79,684 79,684 Financing of property, plant and equipment ...... 272,411 272,411 288,475 288,475 Finance lease ...... 788 788 Trade payables ...... 627,619 627,619 Total ...... 980,502 980,502

(b) Measurement of fair values Fair value hierarchy These fair value measurements are categorised into different levels 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 Group can access at the measurement date.

F-109 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

11 Financial instruments—fair values (Continued) • Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3: unobservable inputs for the asset or liability. The following table describes the valuation techniques used in measuring Level 2 fair values, as well as the significant unobservable inputs used.

Financial instruments not measured at fair value

Significant unobservable Type Valuation technique inputs Other financial liabilities Discounted cash flows (DCF) Not applicable method The discount rates used are the average 12 M ROBID-ROBOR interest rates of 3.01% as at 31 March 2014 (31 December 2013: 2.78%) The Group determines Level 2 fair values for debt securities using a discounted cash flow technique, which uses contractual cash flows and a market-related discount rate.

12 Related parties (a) Ultimate controlling party The Company is 100% owned by the Romanian State, represented by the Ministry of Economy— Department for Energy.

(b) Management and administrators’ compensation

Three month period ended 31 March 31 March 2014 2013 Management compensation ...... 4,939 4,622

Compensations granted to the members of the Board of Directors and representatives in the General Meeting of Shareholders were as follows:

Three month period ended 31 March 31 March 2014 2013 Members of Board of Directors ...... 324 321 Representatives in the General Meeting of Shareholders ...... 37 61 Total ...... 361 382

No loans were granted to managers or administrators.

F-110 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

12 Related parties (Continued) (c) Transactions with other state-controlled companies The Group enters into transactions with other state-controlled entities in the ordinary course of its business, related mainly to acquisition of electricity, transmission and system services and sale of electricity. Significant purchases and balances with other state-controlled companies are mainly with energy suppliers, as follows:

Purchases (excluding VAT) Three month Three month period ended period ended Balance (including VAT) Supplier 31 March 2014 31 March 2013 31 March 2014 31 December 2013 Nuclearelectrica ...... 87,299 135,475 37,917 18,608 Transelectrica ...... 133,467 96,842 96,567 182,354 Complexul Energetic Oltenia ...... — 185,349 10,500 27,050 Hidroelectrica ...... 131,551 90,919 66,502 10,381 OPCOM...... 149,143 104,734 4,391 140 Electrocentrale Bucuresti ...... — 97,325 —— Complexul Energetic Hunedoara ...... — 60,058 — 3,283 SNGN ROMGAZ ...... 55,016 — 6,321 — CN Posta Romana SA ...... 2,063 9,595 359 5,511 CET Govora ...... — 12,801 —— Electrocentrale Oradea ...... 280 11,975 — 85 Electrocentrale Galati ...... 1,985 379 426 426 Altii ...... 1,864 6,185 601 — Total ...... 562,668 811,637 223,584 247,838

The Group also makes sales to other state-controlled entities representing electricity supplied, of which the significant transactions are the following:

Sales (without VAT) Three month Balance, gross Allowance Balance, period ended (including VAT) (including VAT) net Client 31 March 2014 31 March 2014 CFR...... 40,910 220,907 — 220,907 SNGN ROMGAZ ...... 4,926 93 — 93 OPCOM ...... 4,087 1,600 — 1,600 Societatea Comerciala ‘‘Cupru Min’’—S.A. Abrud ...... 7,860 27,126 (27,126) — Transelectrica ...... 4,406 1,867 — 1,867 CN Romarm ...... 2,605 1,196 — 1,196 Electrocentrale Oradea ...... 1,140 471 — 471

F-111 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

12 Related parties (Continued)

Sales (without VAT) Three month Balance, gross Allowance Balance, period ended (including VAT) (including VAT) net Client 31 March 2014 31 March 2014 CN Remin SA...... 128 71,151 (71,151) — C.N.C.A.F. MINVEST S.A...... — 78,735 (78,735) — Oltchim ...... — 715,277 (715,277) — Others ...... 4,367 10,900 (4,086) 6,814 Total ...... 70,429 1,129,323 (896,375) 232,948

Sales (without VAT) Three month Balance, gross Allowance Balance, period ended (including VAT) (including VAT) net Client 31 March 2013 31 December 2013 CFR...... 51,515 240,632 — 240,632 SNGN ROMGAZ ...... 20,167 6,795 — 6,795 OPCOM ...... 28,218 142 — 142 Societatea Comerciala ‘‘Cupru Min’’—S.A. Abrud ...... 9,787 36,122 (36,122) — Transelectrica ...... 4,678 2,281 — 2,281 CN Romarm ...... 1,177 485 — 485 Societatea Nationala a Sarii ...... 3,478 ——— Electrocentrale Oradea ...... 2,371 1,180 — 1,180 CN Remin SA...... — 71,151 (71,151) — C.N.C.A.F. MINVEST S.A...... — 78,735 (78,735) — Oltchim ...... — 715,277 (715,277) — Others ...... 7,536 10,455 (7,742) 2,713 Total ...... 128,927 1,163,255 (909,027) 254,228

13 Subsidiaries in financial distress According to the Government Decision no. 760/21.07.2010, at the beginning of 2012 Electrica Serv subsidiary was reorganized for the purpose of separating the non-profitable branches. Consequently, five new companies fully owned by Electrica SA were set-up, as follows: SC Servicii Energetice Banat SA, SC Servicii Energetice Dobrogea SA, SC Servicii Energetice Moldova SA, SC Servicii Energetice Oltenia SA and SC Servicii Energetice Muntenia SA. A significant portion of the sales of the above mentioned services companies relates to transactions with electricity distribution companies that have been privatized (Enel, E.On and CEZ). The financial position of SC Servicii Energetice Banat SA, SC Servicii Energetice Dobrogea SA, SC Servicii Energetice Moldova SA and SC Servicii Energetice Oltenia SA has deteriorated significantly after the privatization of the electricity distribution operators in the Banat, Dobrogea, Moldova and Oltenia areas. In 2013 Servicii Energetice Moldova, Servicii Energetice Banat and Servicii Energetice Dobrogea were under special administration procedure, and on 19 December 2013 the Company approved the liquidation of these subsidiaries. The procedure for selecting the liquidators started in February 2014 and is in progress as of the date of these consolidated financial statements.

F-112 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

13 Subsidiaries in financial distress (Continued) Servicii Energetice Oltenia has also financial difficulties. In January 2014 the Board of Directors of Servicii Energetice Oltenia decided to commence an insolvency procedure with a view to reorganization. Due to the above conditions that indicated the existence of significant uncertainties that cast significant doubt on the ability of these four subsidiaries to continue to operate as going concerns, the Group has recognised the carrying amounts of the assets and liabilities of these subsidiaries on a liquidation basis as at 31 March 2014 and 31 December 2013. As at 31 March 2014 and 31 December 2013 the carrying amounts of the assets and liabilities of these four companies (SC Servicii Energetice Banat SA, SC Servicii Energetice Dobrogea SA, SC Servicii Energetice Moldova SA and SC Servicii Energetice Oltenia SA), included in the consolidated financial statements are as follows:

Servicii Servicii Servicii Servicii Energetice Energetice Energetice Energetice 31 March 2014 Moldova Dobrogea Banat Oltenia Total Property, plant and equipment ...... 41,290 13,897 50,125 36,186 141,498 Trade receivables ...... 791 1,630 1,183 4,178 7,782 Cash and cash equivalents ...... 106 1,000 198 461 1,765 Total assets ...... 42,187 16,527 51,506 40,825 151,045 Trade payables ...... (5,021) (1,547) (6,752) (1,802) (15,122) Payables to the State budget ...... (39,184) (22,066) (32,464) (3,655) (97,369) Social security and other salary taxes ...... (26,811) (15,369) (23,930) (3,911) (70,021) Provisions, employee benefits and deferred taxes (8,405) (3,327) (8,718) (12,831) (33,281) Total liabilities ...... (79,421) (42,309) (71,864) (22,199) (215,793)

The Group has not classified the assets and liabilities of these subsidiaries as held for sale as at 31 March 2014 or 31 December 2013, as the conditions for such classification have not been met as of these dates. Consequently, the Group has not presented these subsidiaries as discontinued operations in the income statement.

14 Subsequent events On 10 April 2014 Bucharest Court approved the spin-off by Electrica SA through transfer of part of its assets to a new company „Societatea de Administrare a Participatiilor in Energie SA’’. The assets that will be transferred to the new company are disclosed in Note 9. The decrease of the share capital of

F-113 SC ELECTRICA SA NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued) FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2014 (All amounts are in THOUSAND RON, if not otherwise stated)

14 Subsequent events (Continued) Electrica SA of 43,123,780 ordinary shares was approved in respect of this transaction, as disclosed in Note 10. On 25 April 2014 Electrica Furnizare SA concluded an agreement on the settlement of CFR debts towards Electrica Furnizare SA whereby CFR undertakes to pay, until 15 May 2014, the outstanding amounts due for electricity consumption for the years 2012-2013 of RON 221 million. At the same time, the Group undertakes to cancel the related late payment penalties calculated until the payment date, subject to the issuance by the Government of a ruling in this respect. This agreement puts into practice the commitments assumed by Romanian authorities towards the International Monetary Fund in respect of CFR debts to electricity suppliers and the Government Ordinance no. 8/ 2014 based on which CFR may receive upon request from the Ministry of Finance loans in order to pay its overdue payables.

F-114 APPENDIX A—DISTRIBUTION NETWORK FOR RETAIL INVESTORS Raiffeisen Bank S.A.

Raiffeisen Bank S.A. No. Branch name County City Address Phone 1 Ag. Timisoara Timis Timisoara Str. Coriolan Brediceanu, nr. 10, corp B 0256.703.500 - 0256.703.507 (Suc. Timis) 0256 703 537 2 Ag. Deta Timis Deta Str. Victoriei nr.3 0256.703.600 - 0256.703.604 3 Centrul Operational Timis Timisoara Str. Grigore T. Popa, nr. 81, parter, ap. SAD 2, jud. Timis 0256.703.621 - 0256.703.625 de Afaceri Timisoara 4 Ag. Sannicolau Mare Timis Sanicolau Bdul. Republicii nr.12 0256.703.680 - 0256.703.684 Mare 5 Ag. Jimbolia Timis Jimbolia Str .Republicii nr 44, ap 1, parter 0256.703.700 - 0256.703.703 6 Ag. Aries Timis Timisoara Str. Aries nr.20 0256.703.720 - 0256.703.724 (Timisoara 1) 7 Ag. Timisoara 2 Timis Timisoara Calea Aradului nr 64 0256.703.740 - 0256.703.745 (Selgros) 8 Ag. Fabric Timis Timisoara Str. Stefan cel Mare nr. 53, corp B, parter, spatiul comercial 0256.703.760 - 0256.703.763 nr.2, jud. Timis 9 Ag. Timisoara Nord Timis Timisoara Str Gen Ioan Dragalina nr 47 0256.703.780 - 0256.703.784 10 Ag. Stiintei Timis Timisoara Str. Stiintei nr 5 0256.703.800 - 0256.703.804 11 Ag. Simion Timis Timisoara Str. Simion Barnutiu nr .56 0256.703.821 - 0256.703.823 Barnutiu 12 Ag. Bega Timis Timisoara Str.Paris nr 2A, parter, zona B 0256.703.841; 0256.703.842; 0256.703.845 13 Ag. Tisa Timis Timisoara Str. N. Balcescu, nr.5 0256.703.883; 0256.703.882; 0256.703.881 14 Ag. Banat Timis Timisoara Calea Sever Bocu nr 43, bl 35 0256.703.900 - 0256.703.902 15 Ag. Calea Aradului Timis Timisoara Str. Calea Aradului nr.42, parter, scara B 0256.703.920 - 0256.703.922 16 Ag. Iulius Mall Timis Timisoara str. Aristide Demetriade, nr. 1, parter, Timisoare, jud. Timis 0256.703.962 Timisoara 0256.703.963 17 Ag. Gheorghe Timis Timisoara str. Gheorghe Lazar, nr. 30- 32, bloc 85, parter, ap. SAD 6 si 0256.703.941 Lazar SAD 7, Timisoara 0256.703.943 18 Ag. Lugoj Timis Lugoj Str. 20 Decembrie 1989 , nr 36 0256.703.640 - 0256.703.646 19 Ag. Faget Timis Faget Str. 1 Decembrie 1918, Nr. 1 0256.703.660 - 0256.703.663 20 Ag. Resita Caras Resita Pta. 1 Decembrie 1918 nr. 4 0255.703.500 - 0255.703.523 (Suc. Caras Severin) Severin 21 Ag. Caransebes Caras Caransebes Str. Traian Doda, casa nr.1 0255.703.600 - 0255.703.603 Severin 22 Ag. Bocsa Caras Bocsa Str Funicularului nr 93, sc I 0255.703.620 - 0255.703.623 Severin 23 Ag. Moldova Noua Caras Moldova Str. N. Titulescu, bloc 56, parter, Moldova Noua, jud. Caras 0255.703.640 - 0255.703.643 Severin Noua Severin 24 Ag. Barzavei Caras Resita B-dul Republicii , bl 8,sc III, ap 42 0255.703.660 - 0255.703.663 (Resita) Severin 25 Ag. Oravita Caras Oravita Str. 1 Decembrie 1918 nr. 1 0255.703.680 - 0255.703.683 Severin 26 Ag. Semenic Caras Resita Str. Republicii, Bl.25, scara I 0255.703.700 - 0255.703.703 Severin 27 Ag. Arad Arad Arad Str. Andrei Saguna nr.1-3 0257.703.510 - 0257.703.533 (Suc. Arad) 28 Ag. Lipova Arad Lipova Str. Nicolae Balcescu nr.29 0257.703.621 - 0257.703.625 29 Ag. Pecica Arad Pecica Str. 3, nr. 1, ap. 1d, jud. Arad 0257.703.641 - 0257.703.642 30 Ag. Sebis Arad Sebis Bd-ul Republicii nr. 45A 0257.703.660 - 0257.703.664 31 Ag. Teatru (Arad 1) Arad Arad Str. Unirii nr.1, ap 30 0257.703.681 - 0257.703.688 32 Ag. Radnei Arad Arad Calea Radnei nr. 294 0257.703.701 - 0257.703.705 (Selgros) 33 Ag. Ioan Slavici Arad Arad Aleea Borsec nr 2, bl 511, sc C, ap 17, parter 0257.703.721 - 0257.703.724 34 Ag. Aurel Vlaicu Arad Arad Str. Aurel Vlaicu nr. 114, bl Z 20-a, ap 25, parter 0257.703.741 - 0257.703.744 35 Ag. Aradul Nou Arad Arad localitatea Arad, Aradul Nou, Bloc 5, scara A, ap. 17/b, parter, 0257.703.760 - 0257.703.763 jud. Arad 36 Ag. Ineu Arad Ineu Str. Republicii, Nr. 24 0257.703.800 - 0257.703.803 37 Ag. Curtici Arad Curtici Strada Primariei nr. 58 colt cu strada Revolutiei nr. 54, 0257.703.821 - 0257.703.823 Apartament nr. 2, corp A, Parter 38 Ag. Podgoria Arad Arad B-dul Revolutiei nr 8, bloc 8, ap 27, parter 0257.703.841 - 0257.703.843 39 Ag. Galeria Arad Arad Calea Aurel Vlaicu, nr. 225- 235, Arad. Jud. Arad 0257.703.861- Arad(mall) 0257.703.863 40 Ag. Chisineu Cris Arad Chisineu Cris Str. Garii nr.1/B 0257.703.601 - 0257.703.603 41 Ag. Bihor Bihor Oradea Str. Nufarului nr.30 0259.703.513 - 0259.703.536 (Suc. Bihor)

A-1 Raiffeisen Bank S.A. No. Branch name County City Address Phone 42 Ag. Marghita Bihor Marghita Str. Republicii nr.13 0259.703.601 - 0259.703.603 43 Ag. Crisul Repede Bihor Oradea Str. Erofte Grigore nr. 22 0259.703.621 - 0259.703.623 0764.602.652 44 Ag. Vulturul Bihor Oradea Piata Unirii nr.2-4 0259.703.641 - 0259.703.647 Negru(Oradea 2) 45 Ag. Bihor Oradea B-dul Dacia nr 35, blAN 55, 0259.703.661 - 0259.703.667 Dacia(Oradea 3) 46 Ag. Bihor Oradea Str. Ogorului nr 65 B 0259.703.681 - 0259.703.686 Oradea 4(Selgros) 47 Ag. Rogerius Bihor Oradea Str Transilvaniei nr 2 0259.703.701 - 0259.703.703 48 Ag. Bulevard Bihor Oradea Str. Decebal, Nr. 66/A, parter, jud. Bihor 0259.703.721 - 0259.703.722 49 Ag. Varadinum Bihor Oradea B-dul. Decebal, Nr. 18-20, jud. Bihor 0259.703.741 - 0259.703.743 50 Ag. Alesd Bihor Alesd P-ta. Unirii nr. 2 0259.703.760 - 0259.703.763 51 Ag. Salonta Bihor Salonta Str. Libertatii nr 1-3, bl A 0259.703.780 - 0259.703.784 52 Ag. Corso Bihor Oradea Str. Republicii nr.16 0259.703.801 - 0259.703.803 53 Ag. Deva Hunedoara Deva Blvd.Decebal,Bloc 5(5A), parter 0254.703.501 - 0254.703.520 (Suc. Hunedoara) 54 Ag. Hateg Hunedoara Hateg Str. Tudor Vladimirescu bl S1 0254.703.602 - 0254.703.604 55 Ag. Orastie Hunedoara Orastie Str. Eroilor Bl C2, sc B si C 254,703,621 56 Ag. Brad Hunedoara Brad Brad, str. Republicii, bloc I, parter, jud. Hunedoara 0254.703.642 - 0254.703.643 57 Ag. Calan Hunedoara Calan Str. Independentei nr.13 0254.703.661 - 0254.703.663 58 Ag. Petrosani Hunedoara Petrosani B-dul 1 Decembrie 1918 nr. 92, bl B1 0254.703.681 - 0254.703.686 59 Ag. Germisara Hunedoara Deva B-dul Iuliu Maniu bl 1A+1B, parter 0254.703.701 - 0254.703.703 (Deva) 60 Ag. Ulpia Hunedoara Deva Str. Mihai Eminescu, bloc 13A, parter, judetul Hunedoara 0254.703.721- 0254.703.723 61 Ag. Corvinul Hunedoara Hunedoara B-dul Dacia, bl A2/2, parter 0254.703.761- 0254.703.764 62 Ag. Alba Alba Alba Iulia Pta. Iuliu Maniu, nr 4,spatiu comercial I, parter si etaj I 0258.703.501- 0258.703.503 (Suc. Alba) 63 Ag. Apullum Alba Alba Iulia B-dul. Revolutiei 1989,Nr. 77, Bloc A19, ap.2, parter 0258.703.602- 0258.703.603 64 Ag. Sebes Alba Sebes Str. Lucian Blaga nr.47 0258.703.661 - 0258.703.664 65 Ag. Cugir Alba Cugir Str. Al. Sahia, Nr. 19, Bloc 19, Scara E si F, parter, jud. Alba 0258.703.701 - 0258.703.703 66 Ag. Campeni Alba Campeni Str. Calea Turzii nr. 1, subapartamentul III.1, parter 0258.703.721 - 0258.703.723 67 Ag. Cetate(Alba Alba Alba Iulia B-dul Victoriei nr. 25, bl 3CD 0258.703.741 - 0258.703.743 Iulia 1) 68 Ag. Santuhalm Hunedoara Deva Str. Santuhalm nr. 35 A. jud. Hunedoara 0254.703.781 69 Ag. Satu Mare Satu Mare Satu Mare Piata 25 Octombrie,Bl 05 0261.703.501 - 0261.703.516 (Suc. Satu Mare) 70 Ag. Soarelui (Satu Satu Mare Satu Mare Str. Lucian Blaga, bloc UU18, spatiu comercial, parter 0261.703.601 - 0261.703.604 Mare) 71 Ag. Carei Satu Mare Carei Str. 1 Decembrie 1918 nr.19 0261.703.621 - 0261.703.624 72 Ag. Negresti - Oas Satu Mare Negresti Oas strada Victorie, Bloc 9, parter 0261.703.641 - 0261.703.643 73 Ag. Nufarul Satu Mare Satu Mare Str. Careiului, blC25, parter 0261.703.661 - 0261.703.663 74 Ag. Somesul Satu Mare Satu Mare B-dul I.C. Bratianu, nr. 14, judetul Satu Mare 0261.703.681 - 0261.703.682 75 Ag. Zalau Salaj Zalau Str Unirii nr. 19 0260.703.501 - 0260.703.522 (Suc. Salaj) 76 Ag. Meses Salaj Zalau Str. Tudor Vladimirescu nr. 54 0260.703.601 - 0260.703.603 77 Ag. Porolissum Salaj Zalau Str. Mihai Viteazul, Bloc B120/B, Ap. 33/I 0260.703.621 - 0260.703.623 78 Ag. Jibou Salaj Jibou Str. 1 Mai, Bloc M30, ap. 13/1 0260.703.641 - 0260.703.643 79 Ag. Simleu Silvaniei Salaj Simleu Str. 1 Decembrie nr. 5, Bloc D5 0260.703.661 - 0260.703.665 Silvaniei 80 Ag. Huedin Cluj Huedin P-ta. Republicii nr.39 bl.A1ap 65/2 0264.703.681 - 0264.703.685 81 Ag. Bistrita Bistrita Bistrita Str. Liviu Rebreanu nr.51 0263.703.500 - 0263.703.519 (Suc. Bistrita) Nasaud 82 Ag. Viisoara Bistrita Bistrita Bistrita, Str. Independentei, Bloc D1, Scara D, parter,jud. 0263.703.601 - 0263.703.603 Nasaud Bistrita Nasaud 83 Ag. Nasaud Bistrita Nasaud Str. Granicerilor nr. 20 0263.703.620 - 0263.703.625 Nasaud 84 Ag. Gloria Bistrita Bistrita B-dul Decebal nr. 27 0263.703.640 - 0263.703.643 Nasaud 85 Ag. Calea Moldovei Bistrita Bistrita Calea Moldovei nr.1, scara C 0263.703.660 - 0263.703.663 Nasaud 86 Ag. Maramures Maramures Baia Mare Bd. Unirii, nr 8-10 0262.703.500 - 0262.703.924 (Suc. Maramures) 87 Ag. Sighetu Maramures Sighetu Str. Traian nr 7. magazin 28 0262.703.600 - 0262.703.605 Marmatiei Marmatiei 88 Ag. Targu Lapus Maramures Targu Lapus Str Piata Eroilor, nr 21, parter, 0262.703.620 - 0262.703.623 89 Ag. Borsa Maramures Borsa Str. 22 Decembrie, nr. 2 0262.703.640 - 0262.703.643

A-2 Raiffeisen Bank S.A. No. Branch name County City Address Phone 90 Ag. George Cosbuc Maramures Baia Mare Str. George Cosbuc, nr. 14, parter 0262.703.660 - 0262.703.664 91 Ag. Sasar Maramures Baia Mare Str. Victoriei Nr. 96, parter 0262.703.680 - 0262.703.683 92 Ag. Izvoare Maramures Baia Mare Str. Andrei Muresan, Nr. 29, jud. Maramures 0262.703.700 - 0262.703.703 93 Ag. Iza Maramures Baia Mare B-dul. Bucuresti Nr. 40, parter 0262.703.720 - 0262.703.723 94 Ag. Mara Maramures Baia Mare B-dul Republicii nr 17,tronson IV 0262.703.740 - 0262.703.743 95 Ag. Dej Cluj Dej Str. 1 Mai nr.1 0264.703.640 - 0264.703.644 96 Ag. Gherla Cluj Gherla Pta Libertatii nr.2 0264.703.660 - 0264.703.665 97 Ag. Dealul Florilor Cluj Dej Str. Ecaterina Teodoroiu nr.54, bl. R5, ap.34, parter 0264.703.940 - 0264.703.943 98 Ag. Cluj (Suc. Cluj) Cluj Cluj-Napoca Str. Aviator Badescu nr.1 0264.703.500 - 0264.703.547 99 Ag. Horea (Cluj Cluj Cluj-Napoca Str. Cuza Voda nr.1 0264.703.600 - 0264.703.603 Napoca) 100 Ag. Vladeasa Cluj Cluj-Napoca Calea Floresti nr.81, ap. Nr. 293, parter, judetul Cluj 0264.703.620 - 0264.703.623 101 Ag. Turda Cluj Turda Str. Libertatii nr.4, Bl A1 0264.703.700 - 0264.703.707 102 Ag. Turda Noua Cluj Turda Str. Calea Victoriei, Nr. 100, Bloc B120, ap. nr. 1, parter, jud. 0264.703.720 - 0264.703.723 Cluj 103 Ag. Campia Turzii Cluj Campia Piata Mihai Viteazu, Nr. 2, parter/III, jud. Cluj 0264.703.740 - 0264.703.743 Turzii 104 Ag. Floresti Cluj Floresti Str. Avram Iancu, nr.278, jud. Cluj 0264.703.760 - 0264.703.763 105 Ag. Manastur Cluj Cluj-Napoca Str. Bucegi nr.11, ap 1A 0264.703.780 - 0264.703.785 106 Ag. Marasti Cluj Cluj-Napoca Str. Aurel Vlaicu nr.2, ap nr.91C 0264.703.800 - 0264.703.803 107 Ag. Someseni Cluj Cluj-Napoca Calea Someseni nr. 8 0264.703.820 - 0264.703.825 (Selgros) 108 Ag. Zorilor Cluj Cluj-Napoca Str. Pasteur nr 73, ap 49 0264.703.840 - 0264.703.844 109 Ag. Grigorescu Cluj Cluj-Napoca B-dul 1 Decembrie 1918 nr. 142 0264.703.860 - 0264.703.863 (Cora) 110 Ag. Napoca Cluj Cluj-Napoca Str. Aurel Vlaicu, nr. 80, Ap. 1, jud. Cluj 0264.703.880 - 0264.703.883 111 Ag. Garii Cluj Cluj-Napoca Str. Horea, Nr. 96-106, parter, jud. Cluj 0264.703.900 - 0264.703.903 112 Ag. Brancusi Cluj Cluj-Napoca B-dul C. Brancusi nr. 149, parter 0264.703.920 - 0264.703.924 113 Ag. Piata Unirii Cluj Cluj Napoca Str. Piata Unirii nr. 16 0264.703.960 - 0264.703.963 114 Ag. Aiud Alba Aiud Str. Iuliu Maniu nr.2 0258.703.620 - 0258.703.625 115 Ag. Tg. Mures Mures Targu Mures Str. Gheorghe Doja nr 64-68 0265.703.500 - 0265.703.925 (Suc. Mures) 116 Ag. Ludus Mures Ludus Str. Crinului nr.1 0265.703.600 - 0265.703.607 117 Ag. Reghin Mures Reghin Str. Mihai Viteazu nr. 20 0265.703.620 - 0265.703.626 118 Ag. Silva Mures Reghin Str. Iernuteni, nr.12, parter, jud. Mures 0265.703.640 - 0265.703.643 119 Ag. Sighisoara Mures Sighisoara Str. Morii nr 14-18 0265.703.660 - 0265.703.668 120 Ag. Tarnaveni Mures Tarnaveni Str. Republicii, nr.74, ap.19, parter 0265.703.700 - 0265.703.708 121 Ag. Mures Mures Ernei Comuna Ernei nr.591 0265.703.720 - 0265.703.726 1(Selgros) 122 Ag. Miercurea Mures Miercurea Str. Teilor, Nr. 39 0265.703.740 - 0265.703.743 Nirajului Nirajului 123 Ag. Bartok Bela Mures Targu Mures Str. Bartok Bela nr 1-3 0265.703.760 - 0265.703.768 124 Ag. Fortuna Mures Targu Mures Str. Infratirii nr 4 0265.703.780 - 0265.703.784 125 Ag. Maris(Altex) Mures Targu Mures Str. Gheorghe Doja, nr. 243 0265.703.800 - 0265.703.802 126 Ag. Teleki Mures Targu Mures Str. 22 Decembrie 1989, nr 15 0265.703.821 - 0265.703.822 127 Ag. Dambu Pietros Mures Targu Mures Targu Mures, strada B-dul 1848 nr.15, judetul Mures 0265.703.840 - 0265.703.843 128 Ag. Sovata Mures Sovata Str. Principala nr.180/A 0265.703.680 - 0265.703.688 129 Ag. Ocna Mures Alba Ocna Mures Str. 9 Mai, Nr. 3, jud. Alba 0258.703.680 - 0258.703.683 130 Ag. Fagaras Brasov Fagaras Str. Republicii nr.27 0268.703.700 - 0268.703.705 131 Ag. Sibiu Sibiu Sibiu Piata Aurel Vlaicu, parter, etI si II 0269.703.500 - 0269.703.533 (Suc. Sibiu) 132 Ag. Agnita Sibiu Agnita Str. Avram Iancu nr.1 0269.703.600 - 0269.703.603 133 Ag. Avrig Sibiu Avrig Str. Samuel Brukenthal nr.4 0269.703.620 - 0269.703.625 134 Ag. Medias Sibiu Medias Str. I.C. Bratianu nr.3 0269.703.640 - 0269.703.646 135 Ag. Brukenthal Sibiu Sibiu Str. Nicolae Balcescu nr.29 0269.703.660 - 0269.703.663 (Sibiu) 136 Ag. Saliste Sibiu Saliste Piata Junilor 1313 0269.703.680 - 0269.703.684 137 Ag. Hermannstadt Sibiu Sibiu Str. 9 Mai nr.2 0269.703.700 - 0269.703.707 138 Ag. Vasile Aaron Sibiu Sibiu Str. Semaforului, bl. 14, Vasile Aaron 0269.703.720 - 0269.703.725 139 Ag. Emil Cioran Sibiu Sibiu Str. Gorjului nr 4,bl 15, ap 9, parter 0269.703.740 - 0269.703.743 140 Ag. Tineretului Sibiu Sibiu Str. Uzinei, Nr. 2A jud. Sibiu 0269.703.760 - 0269.703.763 141 Ag. Vitrometan Sibiu Medias Str Calafat nr 2, bl 8, parter 0269.703.780 - 0269.703.783 142 Ag. Selimbar(Altex) Sibiu Sibiu Com. Selimbar, DN1-km 306, 0269.703.800 - 0269.703.805 143 Ag. Cisnadie Sibiu Cisnadie Str. Apararii nr.1, ap 2 0269.703.820 - 0269.703.823 144 Ag. Blaj Alba Blaj Str. Timotei Cipariu, bloc T6 0258.703.640 - 0258.703.644

A-3 Raiffeisen Bank S.A. No. Branch name County City Address Phone 145 Ag. Miercurea Ciuc Harghita Miercurea str.Kossuth Lajos nr.20, bl 27 0266.703.500 - 0266.703.516 (Suc. Harghita) Ciuc 146 Ag. Gheorgheni Harghita Gheorghieni Pta Libertatii nr.7 0266.703.600 - 0266.703.603 147 Ag. Odorheiul Harghita Odorheiul Str. Rakoczi nr.13 0266.703.620 - 0266.703.626 Secuiesc Secuiesc 148 Ag. Toplita Harghita Toplita Str. Nicolae Balcescu nr.7 0266.703.640 - 0266.703.643 149 Ag. Remetea Harghita Remetea Comuna Remetea, Piata Cseres Tibor Nr. 7, corp C2, parter, 0266.703.660 - 0266.703.663 jud. Harghita 150 Ag. Petofi Harghita Miercurea B-dul Fratiei nr 5, sc B 0266.703.680 - 0266.703.683 Ciuc 151 Ag. Rupea Brasov Rupea Str. Republicii nr.153 0268.703.720 - 0268.703.726 152 Ag. Sfantu Covasna Sfantu Str. 1 Decembrie 1918 nr.33-37 0267.703.500 - 0267.703.517 Gheorghe Gheorghe (Suc. Covasna) 153 Ag. Mikes Covasna Sfantu Str. 1 Decembrie 1918 nr. 137, judetul Covasna 0267.703.600 - 0267.703.603 Gheorghe 154 Ag. Covasna Covasna Covasna Str. Libertatii nr.24, Bl 24, sc A 0267.703.620 - 0267.703.625 155 Ag. Intorsura Covasna Intorsura Str. Mihai Viteazu, Nr. 143, Bloc 6, Scara C, parter, intrarea A 0267.703.640 - 0267.703.643 Buzaului Buzaului 156 Ag. Tirgu Secuiesc Covasna Targu Str.Curtea 20, nr 1 0267.703.660 - 0267.703.666 Secuiesc 157 Ag. Brasov Brasov Brasov Str. Harmanului nr. 24, jud. Brasov, Zona A parter si Zona B, 0268.703.500 - 0268.703.554 (Suc. Brasov) Etajul I, Zona C etajul II 158 Ag. Calea Bucuresti Brasov Brasov Calea Bucuresti nr. 54 0268.703.600 - 0268.703.607 159 Ag. Piata Sfatului Brasov Brasov Str. Pta Sfatului nr.18 0268.703.620 - 0268.703.626 (Brasov) 160 Ag. Star Brasov Brasov Brasov, in cadrul Complexului Duplex 1, B-dul Nicolae 0268.703.640 - 0268.703.643 Balcescu, nr. 49, jud. Brasov 161 Ag. Codlea Brasov Codlea Str. Lunga nr.117 0268.703.660 - 0268.703.664 162 Ag. Ghimbav Brasov Ghimbav Str. Pietii, Nr. 104A 0268.703.680 - 0268.703.683 163 Ag. Sacele Brasov Sacele Pta. Libertatii nr.20 0268.703.740 - 0268.703.744 164 Ag. Rasnov Brasov Rasnov Str. Republicii, Nr. 24, jud. Brasov 0268.703.760 - 0268.703.763 165 Ag. Brasov Brasov Brasov Calea Bucuresti nr.231 0268.703.780 - 0268.703.784 1(Selgros) 166 Ag. Racadau Brasov Brasov B-dul Muncii nr 4, sc D, parter 0268.703.800 - 0268.703.804 167 Ag. Astra Brasov Brasov Libraria 19, complex Astra I, str Saturn 0268.703.823 - 0268.703.824 168 Ag. Tractorul Brasov Brasov Str. 1 Decembrie 1918, nr 8, bl 305,306,307, 308 si Str Oltet 0268.703.840 - 0268.703.843 nr.29,31,33 169 Ag. Barsei Brasov Brasov Str.Mihai Viteazul nr.42,bl 62, parter 0268.703.860 - 0268.703.863 170 Ag. Zarnesti Brasov Zarnesti Str. Mitropolit Ioan Metianu, nr.4, zona A 0268.703.880 - 0268.703.883 171 Ag. Predeal Brasov Predeal Str. Mihail Saulescu nr.62 0268.703.900 - 0268.703.903 172 Ag. Brasov Brasov Str. Caramidariei nr.1, parter,(in incinta galeriei Altex) 0268.703.920 - 0268.703.923 Bartolomeu(Altex) 173 Ag. Buzau Buzau Buzau Str. Nicolae Balcescu nr.2 0238.703.500 - 0238.703.525 (Suc. Buzau) 174 Ag. Nehoiu Buzau Nehoiu Str. Mihai Viteazul nr.16 0238.703.600 - 0238.703.603 175 Ag. Ramnicu Sarat Buzau Ramnicu Str.Victoriei nr 2 0238.703.620 - 0238.703.623 Sarat 176 Ag. Unirii Sud Buzau Buzau Str. Unirii , bl O2 0238.703.640 - 0238.703.644 177 Ag. Marghiloman Buzau Buzau Str. Dorobanti, bl 7C, Buzau 0238.703.660 - 0238.703.664 (Buzau) 178 Ag. Orizont Buzau Buzau Str Unirii , bl H3, parter 0238.703.680 - 0238.703.684 179 Ag. Pogoanele Buzau Pogoanele Str. Unirii nr.1, parter 0238.703.700 - 0238.703.703 180 Ag. Vrancea Vrancea Focsani Str. Maior Gheorghe Pastia nr.1 0237.703.500 - 0237.703.516 (Suc. Vrancea) 181 Ag. Adjud Vrancea Adjud Str. Republicii nr.43,bl 92, parter 0237.703.600 - 0237.703.604 182 Ag. Odobesti Vrancea Odobesti Str. Stefan cel Mare, Nr. 40, Bl. G1, parter 0237.703.620 - 0237.703.623 183 Ag. Panciu Vrancea Panciu Str. Nicolae Titulescu nr.75 0237.703.640 - 0237.703.644 184 Ag. Cuza Voda Vrancea Focsani Str. Cuza Voda, Nr. 18, Bloc 18, parter, jud. Vrancea 0237.703.660 - 0237.703.664 185 Ag. Republicii Vrancea Focsani Str.Republicii nr 18, parter 0237.703.680 - 0237.703.685 186 Ag. Bacau Bacau Bacau Str. Dumbrava Rosie nr.2 0234.703.500 - 0234.703.526 (Suc. Bacau) 187 Ag. Cora Bacau Bacau Bacau Str. Milcov nr.2A si 2-4, spatiul G31,parter 0234703500 - 0234.703.526 188 Ag. Comanesti Bacau Comanesti Str. Republicii nr.22 0234.703.600 - 0234.703.605 189 Ag. Targu Ocna Bacau Targu Ocna Str. C.Negri, Bloc A10, Scara B, parter, zona A, jud. Bacau 0234.703.620 - 0234.703.623 190 Ag. Onesti Bacau Onesti B-dul Oituz nr 19 0234.703.640 - 0234.703.646 191 Ag. Stejarul Bacau Onesti Str. Republicii nr 41 0234.703.660 - 0234.703.661

A-4 Raiffeisen Bank S.A. No. Branch name County City Address Phone 192 Ag. Vasile Bacau Bacau Str. Ionita Sandu Sturza nr.2 0234.703.680 - 0234.703.688 Alecsandri (Bacau) 193 Ag. George Bacovia Bacau Bacau Str Unirii nr 15, sc C parter 0234.703.700 - 0234.703.703 194 Ag. Bacau Bacau Prelungirea Bradului, nr 135 B, Bacau(in cadrul Selgros 0234.703.720 - 0234.703.723 Bradului(Selgros) Cash &Carry) 195 Ag. Vasile Lupu Bacau Bacau Str.9 Mai , nr 56, sc B, poz 1, vitrina 0234.703.740 - 0234.703.743 196 Ag. Castanilor Bacau Bacau Str. Marasesti Nr. 165, tronson 2 0234.703.780 - 0234.703.783 197 Ag. Miorita Bacau Bacau Str. Mioritei nr. 74/Unitatea nr. 66 0234.703.800 - 0234.703.803 198 Ag. Moinesti Bacau Moinesti Str.Tudor Vladimirescu nr.177 234,703,840 199 Ag. Vaslui Vaslui Vaslui Str. Stefan cel Mare bl 94, sc C, D, nr 2-4 0235.703.500 - 0235.703.516 (Suc. Vaslui) 200 Ag. Husi Vaslui Husi Str.Gral Telman nr.1 0235.703.660 - 0235.703.665 201 Ag. Podul Inalt Vaslui Vaslui Str. Traian , bl C2, sc A ,parter 0235.703.680 - 0235.703.683 202 Ag. Iasi (Suc. Iasi) Iasi Iasi Str. Anastasie Panu, nr. 31 0232.703.500 - 0232.703.501 203 Ag. Targu Frumos Iasi Targu Str. Cuza Voda, Bloc 41, Scara A si scara B, parter 0232.703.640 - 0232.703.646 Frumos 204 Ag. Harlau Iasi Harlau Str. Vasile Gheorghiu, Bloc 8, Scara 1, parter, jud. Iasi 0232.703.660 - 0232.703.666 205 Ag. Podul Iasi Iasi Str. Sfantul Lazar nr.47, bloc A 5-6, parter 0232.703.680 - 0232.703.691 Ros(Iasi 1) 206 Ag. Pacurari Iasi Iasi Soseaua Pacurari nr. 15-17, Bloc 538, parter, tronson III 0232.703.700 - 0232.703.709 207 Ag. Stefan cel Mare Iasi Iasi Str. Stefan cel Mare si Sfant nr 7A,sc A,parter 0232.703.720 - 0232.703.730 208 Ag. Alexandru cel Iasi Iasi B-dul. Alexandru cel Bun nr. 19, bl. B3, sc b 0232.703.740 - 0232.703.746 Bun 209 Ag. Independentei Iasi Iasi Str. Piata Unirii, Nr. 2, Scara B, parter 0232.703.760 - 0232.703.766 210 Ag. Tatarasi Iasi Iasi Str. Ion Creanga nr17, bl U2, parter 0232.703.780 - 0232.703.786 211 Ag. Iasi Iasi Str. Nicolina, nr 57A, 0232.703.800 - 0232.703.805 Nicolina(Selgros) 212 Ag. Mircea cel Iasi Iasi Str. Mircea cel Batran nr 1, bl A1, parter 0232.703.820 - 0232.703.821 Batran 213 Ag. Bucium Iasi Iasi Str. Bucium, Nr. 19, Bloc B2-1, scara A, parter, jud. Iasi 0232.703.860 - 0232.703.865 214 Ag. Copou Iasi Iasi Str. Oastei, in cadrul Complexului Comercial Copou, cvartal 42, 0232.703.880 - 0232.703.885 jud. Iasi 215 Ag. Esplanada Iasi Iasi Str. Petre Tutea (fosta Impacarii), Nr. 15, Bloc 913, 0232.703.900 - 0232.703.904 Scara Tronson 3, parter, jud. Iasi 216 Ag. Palas Iasi Iasi Ansamblul Palas, Corp E2, Str. Palat nr. 3E, parter si etaj 1 0232.703.960 - 0232.703.969 217 Ag. Palas Mall Iasi Iasi Palas Shopping Mall (Ansamblu Palas), cladire (Bloc) C3, strada 0232.703.840- Palas, nr 7A, Iasi 0232.703.843 218 Ag. Buhusi Bacau Buhusi Str. Republicii Nr. 1 0234.703.860 - 0234.703.863 219 Ag. Pascani Iasi Pascani Str. Eugen Stamate bl.D2, parter 0232.703.600 - 0232.703.604 220 Ag. Falticeni Suceava Falticeni B-dul 2 Graniceri, bl 51 0230.703.600 - 0230.703.606 221 Ag. Neamt Neamt Piatra Neamt Pta. Stefan cel Mare nr.3 0233.703.500 - 0233.703.516 (Suc. Neamt) 222 Ag. Poiana Teiului Neamt Poiana Loc. Poiana Teiului 0233.703.600 - 0233.703.604 Teiului 223 Ag. Roman Neamt Roman Str. Nicolae Titulescu nr.42 0233.703.620 - 0233.703.627 224 Ag. Targu Neamt Neamt Targu Neamt Aleea Salcamilor, nr.1, Complex comercial, zona R, 0233.703.660 - 0233.703.665 225 Ag. Mira Neamt Piatra Neamt B-dul Traian nr 15, bl A3, parter 0233.703.680 - 0233.703.683 226 Ag. Piatra Neamt Neamt Piatra Neamt Bdul Decebal nr.35, Bl I4 , Tronson 3, parter 0233.703.700 - 0233.703.704 227 Ag. Pietricica Neamt Piatra Neamt B-dul Republicii, Nr. 27, Bloc A12, parter, jud. Neamt 0233.703.720 - 0233.703.723 228 Ag. Cozla Neamt Piatra Neamt Str. Mihai Viteazul nr.6A 0233.703.740 - 0233.703.743 229 Ag. Suceava Suceava Suceava Bdul George Enescu nr 16 0230.703.500 - 0230.703.515 (Suc. Suceava) 230 Ag. Gura Suceava Gura Pta.Republicii nr.16 0230.703.620 - 0230.703.624 Humorului Humorului 231 Ag. Radauti Suceava Radauti Pta. Unirii nr.33 0230.703.640 - 0230.703.646 232 Ag. Vatra Dornei Suceava Vatra Dornei Str. Mihai Eminescu nr.28 0230.703.661 - 0230.703.664 233 Ag. Bucovina Suceava Suceava Str. Nicolae Balcescu nr.2 0230.703.680 - 0230.703.686 (Suceava 1) 234 Ag. Itcani(Selgros) Suceava Suceava Str. Cernauti nr118 0230.703.700 - 0230.703.703 235 Ag. Burdujeni Suceava Suceava Calea Unirii nr.39, bl 92, sc F, parter 0230.703.720 - 0230.703.724 236 Ag. Petru Musat Suceava Siret Str. Latcu Voda, Bloc 14B, parter 0230.703.740 - 0230.703.743 237 Ag. Campulung Suceava Campulung Calea Transilvaniei , nr 13-15, parter 0230.703.760 - 0230.703.763 Moldovenesc Moldovenesc 238 Ag. Botosani Botosani Botosani Calea Nationala nr. 68 0231.703.500 - 0231.703.512 (Suc. Botosani) 239 Ag. Nicolae Iorga Botosani Botosani B-dul George Enescu nr 2 0231.703.600 - 0231.703.603 240 Ag. Primaverii Botosani Botosani Str. Primaverii, Nr. 11, zona A 0231.703.640 - 0231.703.643

A-5 Raiffeisen Bank S.A. No. Branch name County City Address Phone 241 Ag. Dorohoi Botosani Dorohoi B-dul Victoriei nr.3-5, Bloc A1 si A3, zona B 0231.703.660 - 0231.703.666 242 Ag. Barlad Vaslui Barlad Str. V Lupu si Str. 1 Decembrie, bl. M4, sc. B si D, parter 0235.703.620 - 0235.703.626 243 Ag. Fagului Vaslui Barlad Str. Fagului, Nr. 3, Bloc D1-8, Scara 6, Apartament 1, parter, 0235.703.640 - 0235.703.644 jud. Vaslui 244 Ag. Galati Galati Galati Strada Brailei, Nr. 85, corp adiacent, Bl. BR5A, parter, zona A 0236.703.500 - 0236.703.535 (Suc. Galati) 245 Ag. Tecuci Galati Tecuci Str. 1 Decembrie 1918, nr.42 0236.703.600 - 0236.703.605 246 Ag. Calistrat Hogas Galati Tecuci Str. 1 Decembrie 1918, Bloc A turn 0236.703.620 - 0236.703.623 247 Ag. Anghel Saligny Galati Galati Str. Anghel Saligny bl G4 sc.3 0236.703.640 - 0236.703.643 (Galati) 248 Ag. Dunarea de Jos Galati Galati Str. Brailei nr.232, bl E4, parter 0236.703.660 - 0236.703.664 (Galati 1) 249 Ag. Henri Coanda Galati Galati Str Grauruluinr 1, bl j5, sc 1, ap 1, parter, Micro 39 0236.703.680 - 0236.703.684 250 Ag. Costache Negri Galati Galati Str. Brailei, aferent bloc I 1 , cartier Tiglina I 0236.703.700 - 0236.703.704 251 Ag. Domneasca Galati Galati Str Domneasca nr 20, bl A, parter 0236.703.720 - 0236.703.724 252 Ag. Traian Galati Galati Str. Traian, nr. 67, zona A, jud.Galati 0236.703.740 - 0236.703.743 253 Ag. Brates Galati Galati Galati, Micro 14, Str. 1 Decembrie 1918, Nr. 12, Bloc S9E, 0236.703.760 - 0236.703.763 Scara 2, parter, judetul Galati 254 Ag. Liesti Galati Liesti Comuna Liesti 0236.703.780 - 0236.703.783 255 Ag. Siret(Selgros) Galati Galati B-dul Galati, nr.1 C 0236.703.800 - 0236.703.803 256 Ag. Malina Galati Galati Str. Brailei nr.208, bloc C3A(denumit cofetaria C3-C4), parter 0236.703.820 - 0236.703.823 257 Ag. Tulcea Tulcea Tulcea Str. Grivitei nr 19 0240.703.500 - 0240.703.914 (Suc. Tulcea) 258 Ag. Babadag Tulcea Babadag Str. Republicii nr.98, parter, zona A, Babadag 0240.703.600 - 0240.703.603 259 Ag. Dunarea Tulcea Tulcea Str. Isaccei nr.4 bl G 0 0240.703.620 - 0240.703.623 260 Ag. Egreta Tulcea Tulcea Str. Isaccei, Bloc U2, parter, judetul Tulcea 0240.703.640 - 0240.703.643 261 Ag. Delta Tulcea Tulcea Str. Frasinului, nr 4, bl 4, sc B, parter 0240.703.660 - 0240.703.663 262 Ag. Braila Braila Braila Str. Calea Calarasilor nr.34 0239.703.500 - 0239.703.522 (Suc. Braila) 263 Ag. 1 Decembrie Braila Braila Str.1 Decembrie 1918 nr.2 0239.703.600 - 0239.703.606 (Braila 1) 264 Ag. Panait Istrati Braila Braila Piata Dorobanti, nr.1, bl. 20B 0239.703.620 - 0239.703.623 265 Ag. Belvedere Braila Braila Str.Dorobanti nr.31, bl A 30, parter 0239.703.640 - 0239.703.643 266 Ag. Vidin Braila Braila Str. Galati nr 325, bl 2(magazin nr.34) 0239.703.660 - 0239.703.663 267 Ag. Darclee Braila Braila Sos. Buzaului, Bloc A23, parter, zona A 0239.703.680 - 0239.703.683 268 Ag. Piscului Braila Braila Str. Dorobantilor, Bloc 1, parter, judetul Braila 0239.703.700 - 0239.703.703 269 Ag. Ianca Braila Ianca Str. Calea Brailei, Bloc B3, parter, zona A, jud. Braila 0239.703.720 - 0239.703.723 270 Ag. Viziru Braila Braila Calea Calarasilor nr 319, bl B1, ans Viziru III 0239.703.740 - 0239.703.743 271 Ag. Braila Vest Braila Braila Str. Ramnicu Sarat nr. 92, Braila 0239.703.760 - 0239.703.762 (Selgros) 272 Ag. Apollo Braila Braila Str. General Eremia Grigorescu, nr.19, bloc 3A, parter 0239.703.780 - 0239.703.783 273 Ag. Calarasi Calarasi Calarasi Str. Bucuresti, Nr. 111, parter si etaj 1, Municipiul Calarasi, 0242.703.500 - 0242.703.511 (Suc. Calarasi) Judetul Calarasi 274 Ag. Belsugului Calarasi Calarasi Str. Belsugului bl D2,sc.1 0242.703.600 - 0242.703.604 (Calarasi) 275 Ag. Flacara Calarasi Calarasi Str Flacara nr 5, bl C16, sc 4 0242.703.620 - 0242.703.623 276 Ag. Lehliu Calarasi Lehliu Gara Str. Nicolae Titulescu nr.56 0242.703.640 - 0242.703.645 277 Ag. Ialomita Ialomita Slobozia Bdul. Chimiei nr.13 0243.703.500 - 0243.703.522 (Suc. Ialomita) 278 Ag. Slobozia Ialomita Slobozia Str. Matei Basarab, Bara Comerciala 0243.703.600 - 0243.703.604 279 Ag. Matei Basarab Ialomita Slobozia Str. Matei Basarab, Bloc 27, Scara A, parter, judetul Ialomita 0243.703.620 - 0243.703.623 280 Ag. Fetesti Ialomita Fetesti Str. Ceahlaul nr.1-3 0243.703.640 - 0243.703.644 281 Ag. Tandarei Ialomita Tandarei Str. Bucuresti bl 52 H, scB 0243.703.660 - 0243.703.665 282 Ag. Urziceni Ialomita Urziceni Str. Eroilor, nr. 16, bl. 101, parter 0243.703.680 - 0243.703.685 283 Ag. Danubius Ialomita Fetesti Str. Calarasi, bl B13, sc C parter 0243.703.700 - 0243.703.703 284 Ag. Dimitrie Ghica Calarasi Oltenita Str. Argesului nr. 33-35, Bloc 107, scara A 0242.703.660 - 0242.703.662 285 Ag. Oltenita Calarasi Oltenita B-dul Tineretului nr 121, bl Sahia 1, sc C 0242.703.680 - 0242.703.686 286 Ag. Giurgiu Giurgiu Giurgiu Str. Vlad Tepes, nr. 20 0246.703.500 - 0246.703.507 (Suc. Giurgiu) 287 Ag. Turn (Giurgiu) Giurgiu Giurgiu Sos. Bucuresti, bl. 28/853, parter 0246.703.600 - 0246.703.603 288 Ag. Teleorman Teleorman Alexandria Str. Av. Al.Colfescu nr.63 0247.703.500 - 0247.703.521 (Suc. Teleorman) 289 Ag. Alexandria Teleorman Alexandria Str. Libertatii, Nr. 202, jud. Teleorman 0247.703.600 - 0247.703.603 290 Ag. Rosiori de Vede Teleorman Rosiorii de Strada Dunarii, Bl. D3, Parter 0247.703.620 - 0247.703.625 Vede 291 Ag. Turnu Magurele Teleorman Turnu Str. Republicii bl G4 0247.703.640/ 641/642/644 Magurele

A-6 Raiffeisen Bank S.A. No. Branch name County City Address Phone 292 Ag. Videle Teleorman Videle Sos Giurgiului nr.21, Complex Stejarul 0247.703.660 - 0247.703.663 293 Ag. Zimnicea Teleorman Zimnicea Str. Mihai Viteazul bl.18C 0247.703.680 - 0247.703.684 294 Ag. Unic Teleorman Rosiorii de Str. Rahovei, Bl.102-103(parter) 0247.703.701 - 0247.703.703 Vede 295 Ag. Bolintin Vale Giurgiu Bolintin Vale Str. Republicii bl B 5 0246.703.620 - 0246.703.626 296 Ag. Constanta Constanta Constanta Bdul Al. Lapusneanu, nr 163C, Constanta, jud Constanta 0241.703.500 - (Suc. Constanta) 0241.703.524/0241.703.526/ 0241.703.537 297 Ag. Marea Neagra Constanta Constanta Bulevardul Tomis nr. 56, magazin 62, parter si subsol, Constanta 0241.703.620 - 0241.703.623 298 Ag. Eforie Nord Constanta Eforie Nord B-dul Republicii nr.2 0241.703.640 - 0241.703.643 299 Ag. Mangalia Constanta Mangalia Sos. Constantei nr.32, bl PY2, parter 0241.703.680 - 0241.703.683 300 Ag. Callatis Constanta Mangalia B-dul 1 Decembrie 1918, Patiserie 0241.703.700 - 0241.703.702 301 Ag. Lazu(Selgros) Constanta Agigea Sos Mangaliei nr. 1, loc Lazu, comuna Agigea 0241.703.780 - 0241.703.783 302 Ag. Farul Constanta Constanta Str. Dunarii Bl P F4, parter 0241.703.900 - 0241.703.904 303 Ag. Balada Constanta Constanta B-dul 1 Decembrie 1918, nr 10, bl L 52A, parter 0241.703.920 - 0241.703.924 304 Ag. Brizei Constanta Constanta Str. Brizei Nr. 3, bl FB11A, parter, unitatea nr.5 0241.703.960 - 0241.703.963 305 Ag. Histria Constanta Constanta B-dul Aurel Vlaicu, nr.92, bl AV21 0241.703.340 - 0241.703.343 306 Ag. Mercur Constanta Constanta B-dul Tomis Nr. 213, Bl. TS 8, parter 0241.703.801 - 0241.703.802 307 Ag. Capitol Constanta Constanta Bd. Tomis nr. 141, Bloc T1, parter 0241.703.380 - 0241.703.383 308 Ag. Dobrogea Constanta Constanta Sos. Mangaliei nr.185, bloc 4, parter 0241.703.400 - 0241.703.403 309 Ag. Delfinarium Constanta Constanta B-dul Mamaia nr.264, bl.PS 5 0241.703.600 - 0241.703.606 (Constanta 1) 310 Ag. Harsova Constanta Harsova Str. Vadului, Bloc V2, Parter, spatiu comercial nr. 17 0241.703.660 - 0241.703.663 311 Ag. Medgidia Constanta Medgidia Str. Republicii nr.12, Bl G4, mag 40 si mag 107 0241.703.720 - 0241.703.726 312 Ag. Lucian Constanta Medgidia Str. Independentei, Bloc E1, judetul Constanta 0241.703.740 - 0241.703.743 Grigorescu 313 Ag. Tomis Constanta Constanta Str.Cismelei nr.16, Bl B 5 0241.703.760 - 0241.703.763 314 Ag. Soveja Constanta Constanta Str. Dezrobirii nr 143, bl IV22, parter 0241.703.360 - 0241.703.363 315 Ag. Navodari Constanta Navodari Bulevardul Navodari, Nr. 159 0241.703.820 - 0241.703.822 316 Ag. Valu lui Traian Constanta Valu lui Str. Calea Dobrogei Nr. 78, parter, jud. Constanta 0241.703.840 - 0241.703.843 Traian 317 Ag. Trocadero Constanta Constanta B-dul Alexandru Lapusneanu nr.89,bl LE 33 0241.703.860 - 0241.703.865 318 Ag. Litoral(Selgros) Constanta Constanta B-dul Tomis, nr 387 0241.703.940 - 0241.703.943 319 Ag. Ovidiu Constanta Ovidiu Str Nationala nr 74 0241.703.980 - 0241.703.983 320 Ag. Cernavoda Constanta Cernavoda Str.Lt.Ion Musat nr 3A 0241.703.300 - 0241.703.303 321 Ag. Basarabi Constanta Murfatlar Calea Bucuresti, Nr.13, Bloc BA5, parter 0241.703.320 - 0241.703.323 322 Ag. Navodari 1 Constanta Navodari Str. Constantei nr.12, bloc B2, sc. C, parter 0241.703.420 - 0241.703.423 323 Ag. Prahova Prahova Ploiesti Str. Constantin Dobrogeanu Gherea nr. 1A, Bl. D (zonele a.1 si 0244.703.500 - 0244.703.566 (Suc. Prahova) a.2) si nr. 1B, bl. E (zonele b.1, b.2) 324 Ag. Mizil Prahova Mizil Str.Nicolae Balcescu nr 38, bl 43 B 0244.703.620 - 0244.703.628 325 Ag. Ploiesti 1 Prahova Ploiesti B-dul.Republicii nr.118,bl.15 B2,parter 0244.703.700 - 0244.703.707 326 Ag. Mihai Viteazul Prahova Ploiesti B-dul Republicii nr.17, bl A5 0244.703.720 - 0244.703.727 327 Ag. Ploiesti Prahova Ploiesti Str. Gh. Grigore Cantacuzino nr 366A 0244.703.740 - 0244.703.744 Vest(Selgros) 328 Ag. Mihai Bravu Prahova Ploiesti Str. Mihai Bravu, Aleea Chimiei 5, bloc 4B, parter si Str. Mihai 0244.703.760 - 0244.703.766 Bravu nr 4A-4B magazin 125, carne bl 4A 329 Ag. Orient Prahova Ploiesti B-dul Bucuresti nr 11, bloc 8C 0244.703.780 - 0244.703.785 330 Ag. Ploiesti Nord Prahova Ploiesti Sos Nordului nr 1 A 0244.703.800 - 0244.703.803 331 Ag. Aurora Prahova Ploiesti Str. Sold. Erou Moldoveanu Marian, parter, Complex Aurora 0244.703.820 - 0244.703.823 Vest 332 Ag. Caragiale Prahova Ploiesti Str. Grivitei nr.2, bloc.H, parter, zona B 0244.703.841-0244.703.843 333 Ag. Malu Rosu Prahova Ploiesti Str. Malu Rosu, Nr. 87A, Bloc 101C1, parter 0244.703.880 - 0244.703.883 334 Ag. Bucov Prahova Ploiesti Str. Calomfirescu Nr. 2, Ploiesti, Jud. Prahova, Romania,ˆ 0244.703.900 - 0244.703.903 (AFI mall) Unitatea nr. G130, in incinta Centrului Comercial AFI Palace Ploiesti 335 Ag. Piata Victoriei Prahova Ploiesti Str. Piata Victoriei, nr.9, Bl. CC sud, parter, jud. Prahova 0244.703.920 - 0244.703.923 336 Ag. Valenii de Prahova Valenii de Str. Nicolae Iorga nr.76, bl C2, parter 0244.703.640 - 0244.703.644 Munte Munte 337 Ag. Urlati Prahova Urlati Str. 1 Mai, Nr. 116, parter 0244.703.960 - 0244.703.963 338 Ag. Targoviste Dambovita Targoviste B-dul Mircea cel Batran nr. 8, parter zona A, etaj 1, mansarda, 0245.703.500 - 0245.703.521 (Suc. Dambovita) jud. Dambovita. 339 Ag. Chindia Dambovita Targoviste Str. Constantin Brancoveanu , bl 11, sc D, parter 0245.703.620 - 0245.703.623 340 Ag. Pucioasa Dambovita Pucioasa Str. Republicii, bl Delia, sc B, parter 0245.703.640 - 0245.703.643 341 Ag. Caraiman Dambovita Targoviste B-dul Independentei nr. 24-25 0245.703.661 - 0245.703.663 342 Ag. Crizantemelor Dambovita Targoviste Str. Calea Bucuresti, Bloc O1, Scara B, parter, jud. Dambovita 0245.703.681 - 0245.703.683 343 Ag. Valahia Dambovita Targoviste B-dul. Independentei, Bl H13, ap.1, parter, judetul Dambovita 0245.703.701 - 0245.703.703

A-7 Raiffeisen Bank S.A. No. Branch name County City Address Phone 344 Ag. Moreni Dambovita Moreni Str. Culturii, Bl D1, sc D 0245.703.720 - 0245.703.723 345 Ag. Busteni Prahova Busteni B-dul Libertatii nr. 166 0244.703.603-0244.703.605 605 346 Ag. Campina Prahova Campina Str.1 Mai bl 12 G, parter 0244.703.660 - 0244.703.665 347 Ag. Carol Prahova Campina Str. Carol I, nr 17, bl 17 D1, Campina 0244.703.680 - 0244.703.684 348 Ag. Sinaia Prahova Sinaia B-dul Carolnr 32 0244.703.940 - 0244.703.943 349 Ag. Comarnic Prahova Comarnic Str. Republicii, Nr. 98 - 100 0244.703.980 - 0244.703.983 350 Ag. Baicoi Prahova Baicoi Str.Republicii nr 20, bl 28 0244.703.400 - 0244.703.403 351 Ag. Breaza Prahova Breaza Str. Republicii nr.21 0244.703.420 - 0244.703.423 352 Ag. Titu Dambovita Titu Str. Petru Rares nr.6 0245.703.600 - 0245.703.603 353 Ag. Gaesti Dambovita Gaesti Str.13 Decembrie nr 39, bl 46, sc F, parter 0245.703.740 - 0245.703.743 354 Ag. Arges Arges Pitesti Str. Craiovei nr. 42 0248.703.500 - 0248.703.549 (Suc. Arges) 355 Ag. Campulung Arges Campulung Str. Negru Voda nr.117, bl 1 0248.703.600 - 0248.703.606 Muscel 356 Ag. Mioveni Arges Mioveni Bdul Dacia bl. V 2 B 0248.703.660 - 0248.703.666 357 Ag. Pitesti Arges Pitesti Calea Bucuresti , bl U1-U2 0248.703.680 - 0248.703.686 358 Ag. Gavana Arges Pitesti Str Liviu Rebreanu, nr 2, bl N2, parter 0248.703.700 - 0248.703.703 359 Ag. Eremia Arges Pitesti Str Eremia Grigorescu, bl P1, parter 0248.703.720 - 0248.703.723 360 Ag. Razboieni Arges Pitesti Str. Independentei nr. 9, Complex Alimentar (Complexul 0248.703.740 - 0248.703.743 Comercial Triumf), zona A 361 Ag. Pitesti 2 Arges Pitesti Pta. Vasile Milea, bl A4, parter 0248.703.823 - 0248.703.828 362 Ag. Exercitiu Arges Pitesti Str. Bibescu Voda, bl A, parter 0248.703.841 - 0248.703.842 363 Ag. Balcescu Arges Pitesti Str.B-dul Nicolae Balcescu, blS5, tronson D si E, parter , Pitesti 0248.703.860 - 0248.703.863 364 Ag. Fratii Golesti Arges Pitesti B-dul Petrochimistilor, bloc B 32, parter 0248.703.880 - 0248.703.883 365 Ag. Trivale Arges Pitesti Str. Libertatii, Complex Piata Trivale 0248.703.900 - 0248.703.903 366 Ag. Topoloveni Arges Topoloveni str. Calea Bucuresti, bl P 26, parter 0248.703.920 - 0248.703.923 367 Ag. Davila Arges Pitesti Str. Maior Sontu, bl D4 0248.703.940 - 0248.703.943 368 Ag. Curtea de Arges Curtea de Str. Basarabilor nr. 27-29 0248.703.761 - 0248.703.765 Arges Arges 369 Ag. Ivancea Arges Curtea de Str. Albesti, Bloc Z2, parter 0248.703.781 - 0248.703.782 Arges 370 Ag. Domnesti Arges Domnesti B-dul. Alexandru Ioan Cuza nr.3, in incinta Casei de Cultura 0248.703.801 - 0248.703.803 371 Ag. Valcea Valcea Ramnicu Str. Stirbei Voda, nr. 2, bl T1 0250.703.500 - (Suc. Valcea) Valcea 0250.703.530 372 Ag. Calimanesti Valcea Calimanesti Str. Calea lui Traian nr.322, parter si etaj 0250.705.021 - 0250.705.023 373 Ag. Berbesti Valcea Berbesti Bl B1, parter, Berbesti 0250.705.061 - 0250.705.064 374 Ag. Horezu Valcea Horezu Str. 1 Decembrie nr.5 0250.705.081 - 0250.705.085 375 Ag. Ostroveni Valcea Ramnicu B-dul Tineretului nr 8 0250.705.120 - 0250.705.122 Valcea 376 Ag. Valcea Sud Valcea Ramnicu Str. Calea lui Traian, Bloc S9, ‘‘Restaurant Sud’’, parter 0250.705.141 - 0250.705.143 Valcea 377 Ag. Valcea Est Valcea Ramnicu Str. Nicolae Balcescu, nr.35, jud. Valcea 0250.705.161 - 0250.705.163 Valcea 378 Ag. Valcea Nord Valcea Ramnicu Str. Calea lui Traian nr 160, bl 21, parter, zona A 0250.705.181 - 0250.705.183 Valcea 379 Ag. Babeni Valcea Babeni Str. Calea lui Traian nr.105, parter, punct ‘‘La Canton’’ 0250.705.200 - 0250.705.203 380 Ag. Dolj (Suc. Dolj) Dolj Craiova Str Sfantu Dumitru, nr.8 , parter, Craiova, Jud. Dolj 0251/703. 506/ 504/ 522 381 Ag. Calafat Dolj Calafat Str. 22 Decembrie, Nr. 8, parter 0251.703.600 - 0251.703.603 382 Ag. Craiova 1 Dolj Craiova Calea Unirii nr.14, Complex Comercial Mercur 0251.703.620 - 0251.703.627 383 Ag. Oltenia Dolj Craiova str. Calea Bucuresti, bl A14-A 15 0251.703.640 - 0251.703.643; (Ag Craiovita 0251.703.645 Noua) 384 Ag. Craiova Dolj Craiova Str. Caracal nr. 258 0251.703.661 - 0251.703.663 Est(Selgros) 385 Ag. Romanescu Dolj Craiova Str. Nicolae Romanescu nr. 6 C, parter 0251.703.681 - 0251.703.683 386 Ag. Nicolae Dolj Craiova Str. Nicolae Titulescu nr 8 0251.703.701; Titulescu 0251.703.703 - 0251.703.707; 0251.703.709 - 0251.703.710 387 Ag. Cetatea Baniei Dolj Craiova Bdul. Olteniei nr.2, parter 0251.703.721 - 0251.703.724 388 Ag. Expres Dolj Craiova B-dul. Dacia nr. 136, bl. C, parter 0251.703.740 - 0251.703.744 389 Ag. Valea Rosie Dolj Craiova Str. Sarari(Henri Coanda, nr 59), bl M 53, parter, 0251.703.761 - 0251.703.763 390 Ag. Sarari Dolj Craiova Cartier Lapus, Str. Calea Bucuresti, Bloc N16-17, parter 0251.703.780 - 0251.703.782 391 Ag. Brazda lui Dolj Craiova Str.1 Decembrie 1918 nr.27 0251.703.800 - 0251.703.802 Novac 392 Ag. Olt (Suc. Olt) Olt Slatina Str.Basarabilor,Nr 2,demisol,parter,etaj I,II si III 0249.703.501 - 0249.703.525 393 Ag. Bals Olt Bals Str. N. Balcescu, Bloc 26(ABC), scara A, parter 0249.703.601 - 0249.703.602 394 Ag. Caracal Olt Caracal Str. Parangului bl.4 A 0249.703.621 - 0249.703.626

A-8 Raiffeisen Bank S.A. No. Branch name County City Address Phone 395 Ag. Draganesti Olt Olt Draganesti Str. Nicolae Titulescu nr.129 0249.703.661 - 0249.703.663 Olt 396 Ag. Scornicesti Olt Scornicesti B-dul. Muncii nr. 7, bloc 1A, scara B, parter 0249.703.681 - 0249.703.683 397 Ag. Slatina Olt Slatina B-dul.Alex Ioan Cuza Bl D9,D10,parter 0249.703.701 - 0249.703.706 398 Ag. Minulescu Olt Slatina Str. Arcului nr. 1A 0249.703.721 - 0249.703.723 399 Ag. Select Olt Slatina Strada Ecaterina Teodoroiu, Bloc 20A, Scara A, Parter, jud. Olt 0249.703.741 - 0249.703.743 400 Ag. Crisan Olt Slatina Str. Crisan II, nr 4 0249.703.761 - 0249.703.763 401 Ag. Costesti Arges Costesti Str.Victoriei bl. L 21, parter 0248.703.641 - 0248.703.645 402 Ag. Dragasani Valcea Dragasani Str. Gib Mihaescu nr. 20, bl 52 0250.705.041 - 0250.705.044 403 Ag. Corabia Olt Corabia Str. 1 Mai, bl 32-33 0249.703.641 - 0249.703.643 404 Ag. Gorj Gorj Targu Jiu Str. Tudor Vladimirescu nr.17 0253.703.500 - 0253.703.523 (Suc. Gorj) 405 Ag. Tg Jiu Gorj Targu Jiu Str. Republicii, bl 25, sc 3, parter 0253.703.600 - 0253.703.607 406 Ag. Lido Gorj Targu Jiu Str.9 Mai, Bloc Lido, parter, jud. Gorj 0253.703.621 - 0253.703.622 407 Ag. Rovinari Gorj Rovinari Str Prieteniei nr 13 bis 0253.703.640 - 0253.703.643 408 Ag. Targu Gorj Tg. Str.Trandafirilor , bl B4, parter 0253.703.661 - 0253.703.663 Carbunesti Carbunesti 409 Ag. Motru Gorj Motru Str.Trandafirilor 0253.703.680 - 0253.703.683 410 Ag. Bumbesti Jiu Gorj Bumbesti Jiu Str. Parangului, nr.28A, Complex Mestesugaresc, jud. Gorj 0253.703.700 - 0253.703.703 411 Ag. Ecaterina Gorj Tg. Jiu Str. Victoriei bl. 194, parter 0253.703.720 - 0253.703.723 Teodoroiu 412 Ag. Turceni Gorj Turceni Str. Uzinei nr.1, Bl.27, parter, Preuzinal 0253.703.740 - 0253.703.743 413 Ag. Mehedinti Mehedinti Drobeta Bdul T.Vladimirescu nr 125-127 0252.703.500 - 0252.703.513 (Suc. Mehedinti) Turnu Severin 414 Ag. Turnu Severin Mehedinti Drobeta Bdul.Mihai Viteazul nr.20. bl Z7B, parter 0252.703.600 - 0252.703.604 Turnu Severin 415 Ag. Orsova Mehedinti Orsova Str.1 decembrie 1918, nr 21, bl C1-C2 0252.703.620 - 0252.703.623 416 Ag. Cora Turnu Mehedinti Drobeta Str. Constructorului nr. 1 0252.703.661 - Severin Turnu 0252.703.663 Severin 417 Ag. Buftea Ilfov Buftea Str.Mihai Eminescu nr.6 bl R5, parter 021.370.40.20 - 021.370.40.25 418 Ag. Chitila Ilfov Chitila Sos. Banatului nr. 14, Bl. 9, parter, spatiul comercial nr. 2 021.370.41.60 - 021.370.41.63 Residenz 419 Ag. Campineanu Bucuresti Bucuresti Str. Ion Campineanu, Nr. 33, Sector 1 021.370.02.22- 021.370.02.24 420 Ag. Bucuresti Bucuresti Bucuresti PJ: Str. Grigore Alexandrescu nr.4A, sector 1(deserveste PJ) PJ: 021.209.36.14 021.209.37.09 (Suc. Municipiului PF: Calea Victoriei nr.224, bl.D5, sector 1(deserveste PF) PF:021.370.00.00 - 021.370.01.06 Bucuresti) 421 Ag. Grivita Bucuresti Bucuresti Calea Grivitei nr.163, sect 1 021.370.02.80 - 021.370.02.87 422 Ag. Ion Mihalache Bucuresti Bucuresti Str. Ion Mihalache nr 109, bl 13 A, parter, sect 1 021.370.03.60 - 021.370.03.63 423 Ag. Grant Bucuresti Bucuresti Str. Calea Grivitei nr 206, parter, ap.SP COM, sect 1 021.370.03.80 - 021.370.03.83 424 Ag. Stirbei Voda Bucuresti Bucuresti Calea Stirbei Voda nr 152, bl 26 B 021.370.04.01 - 021.370.04.04 425 Ag. Chibrit Bucuresti Bucuresti Calea Grivitei, Nr. 236, sector 1 021.370.04.60 - 021.370.04.64 426 Ag. Titulescu Bucuresti Bucuresti Bd. Nicolae Titulescu, nr. 18, bl. 23, parter, sector 1 021.370.04.80 - 021.370.04.83 427 Ag. Magheru Bucuresti Bucuresti Strada Bdul. Nicolae Balcescu Nr. 23A, sector 1 021.370.05.20 - 021.370.05.23 428 Ag. Giulesti Bucuresti Bucuresti Calea Giulesti, nr. 123, sect. 6 021.370.05.40 - 021.370.05.43 429 Ag. Pajura Bucuresti Bucuresti Bucuresti Sector 1, Str. Pajurei, Nr. 7, apartament SP.COM, 021.370.05.60 - 021.370.05.63 Zona A 430 Ag. Chitila Bucuresti Bucuresti Str. Chitilei nr. 197, sect 1 021.370.05.80 - 021.370.05.84 431 Ag. Domenii Bucuresti Bucuresti Bdl Ion Mihalache nr.187, Bl. 4, et. P+S, ap. Sp. Com . Dreapta 021.370.06.20 - 021.370.06.23 432 Ag. Bucurestii Noi Bucuresti Bucuresti Bucuresti, Sector 1, Bdul Bucurestii Noi, Nr. 56, Bloc 56, 021.370.06.60 - 021.370.06.63 Scara B, etaj P 433 Ag. Piata Amzei Bucuresti Bucuresti Piata Amzei nr.19, sect 1 021.370.03.20 - 021.370.03.29 434 Ag. Perla Bucuresti Bucuresti Bdul. Iancu de Hunedoara, Nr. 64, Bl. 12B, parter, sector 1, 021.370.13.00 - 021.370.13.03 zona B 435 Ag. Otopeni Ilfov Otopeni Str. 23 August, nr 1, bl B11, parter 021.370.40.40 - 021.370.40.43 436 Ag. Snagov Ilfov Snagov Comuna Snagov, Judet Ilfov, Sat Ghermanesti nr 59 021.370.40.60 - 021.370.40.64 437 Ag.Pipera Tunari Ilfov Voluntari Soseaua Pipera Tunari, nr.48D, Voluntari, Jud.Ilfov 021.370.03.01-021.370.03.03 438 Ag Feeria Bucuresti Bucuresti Centrul comercian Baneasa, Shopping Citi, Soseaua Bucuresti- 213700500 (fosta CITI) Ploiesti 42D, sector 1 439 Ag. Baneasa Bucuresti Bucuresti Sos. Bucuresti-Ploiesti nr.55-65, sect 1 021.370.02.00 - 021.370.02.03 (Selgros) 440 Ag. Calea Bucuresti Bucuresti Calea Dorobanti, nr. 134, parter,sector 1 213701500 Dorobanti (fosta CITI) 441 Ag. Dorobanti Bucuresti Bucuresti Pta. Dorobanti nr.1, sect 1 021.370.02.60 - 021.370.02.70 442 Ag. Pipera Bucuresti Bucuresti Bdul. Dimitrie Pompei nr. 9-9A, sect 2 021.306.20.31-021.306.20.32

A-9 Raiffeisen Bank S.A. No. Branch name County City Address Phone 443 Ag. Piata Romana Bucuresti Bucuresti Piata Romana nr.9, sect 1 021.370.03.40 - 021.370.03.47 444 Ag. Aviatiei Bucuresti Bucuresti Sos Pipera , nr 21-23, bl E3, sect 1 021.370.04.20 - 021.370.04.24 445 Ag. Aerogarii Bucuresti Bucuresti B-dul. Aerogarii, nr.2- 8, bloc II 1, parter, zona A, sector 1 021.370.04.40 - 021.370.04.43 446 Ag. Floreasca Bucuresti Bucuresti Str. Calea Floreasca nr. 111-113, etaj P, ap.SP Com 021.370.06.00 - 021.370.06.03 447 Ag. Lizeanu Bucuresti Bucuresti Sos Stefan cel Mare nr 52, bl 36, parter, sect 2 021.370.11.00 - 021.370.11.04 448 Ag. Lacul Tei Bucuresti Bucuresti Strada Lacul Tei nr.75, bl. 16, zona A, sector 2 021.370.13.42 021.370.13.43 449 Ag. Barbu Bucuresti Bucuresti Bucuresti Sector 2, Strada Sos. Stefan Cel Mare Nr. 24, 021.370.14.20 - 021.370.14.23 Vacarescu Bloc 24B, etaj parter, zona A 450 Ag. Teiul Doamnei Bucuresti Bucuresti Bucuresti Sector 2, Strada Teiul Doamnei Nr. 15, Bloc 37, 021.370.15.20 - 021.370.15.23 Zona A 451 Ag. Piata Presei Bucuresti Bucuresti Bucuresti Sector 1, P-ta Presei Libere, nr. 3-5, cladirea City 021.370.36.25- Gate, Turnul de Nord 021.370.36.26 452 Ag. Friedrich Bucuresti Bucuresti Bucuresti, str. Roma, nr. 37, sector 1 021.370.37.00 Wilhelm 453 Ag. Promenada Bucuresti Bucuresti Bucuresti, Calea Floreasca Nr 246B, sector 1 213702400 (mall) 454 Ag. Floreasca City Bucuresti Bucuresti Calea Floreasca nr 246 D, sector 1, Bucuresti, parter 021.306.21.33 Center 455 Ag. Colentina Bucuresti Bucuresti Sos. Colentina nr.24, sector 2. 021.370.11.60 - 021.370.11.68 456 Ag. Rosetti Bucuresti Bucuresti Piata Rosetti nr. 4, Sector 2 021.370.13.80 - 021.370.13.83 457 Ag. Bucur Obor Bucuresti Bucuresti Sos Colentina nr 1, bloc 34, parter, sect 2 021.370.13.60 - 021.370.13.64 458 Ag. Armeneasca Bucuresti Bucuresti Calea Mosilor, Nr. 256-258, Bloc 4Bis, Parter, sector 2 021.370.11.40 - 021.370.11.43 459 Ag. Voluntari Ilfov Voluntari Str. Nicolae Iorga, Nr. 67, parter, zona A 021.370.40.80 - 021.370.40.83 460 Ag. Comuna Ilfov Pantelimon Str. Tudor Vladimirescu, nr. 20, zona A, Comuna Pantelimon 021.370.41.40 - 021.370.41.43 Pantelimon 461 Ag. Bratianu Bucuresti Bucuresti Str. Lipscani, nr. 90A, parter si etaj 1, Sector 3 021.370.10.00 - 021.370.10.04 462 Ag. Iancului Bucuresti Bucuresti Sos Iancului nr.2, bl 113C 021.370.10.40 - 021.370.10.46 463 Ag. Mosilor Bucuresti Bucuresti Calea Mosilor nr. 221 bl 31A, corp A, sect 2 021.370.10.60 - 021.370.10.67 (dedicata PJ) 464 Ag. Delfinului Bucuresti Bucuresti Sos. Pantelimon nr.254, sect 2 021.370.11.20 - 021.370.11.22 465 Ag. Colentina Bucuresti Bucuresti Sos Colentina nr, 426-426A 021.370.11.80 - 021.370.11.84 1(Carrefour) 466 Ag. Pantelimon Bucuresti Bucuresti Sos. Pantelimon nr.300, sect 2 021.370.12.00 - 021.370.12.07 467 Ag. Pantelimon Bucuresti Com. B-dul Biruintei nr.90, comuna Pantelimon. 021.370.12.20 - 021.370.12.24 1(Selgros) Pantelimon 468 Ag. Vergului(Cora) Bucuresti Bucuresti Sos Vergului nr.20, sector 2 021.370.12.40 - 021.370.12.44 469 Ag. Ritmului Bucuresti Bucuresti Sos Pantelimon nr 89, bl404, parter, sect 2 021.370.13.20 - 021.370.13.23 470 Ag. Dimitrov Bucuresti Bucuresti Sos Mihai Bravu, nr. 39, bl. P15, sector 2 021.370.14.00 - 021.370.14.03 471 Ag. Granitul Bucuresti Bucuresti Sos Pantelimon nr. 354, Sector 2 , Bucuresti 021.370.14.40 - 021.370.14.43 472 Ag. Calea Bucuresti Bucuresti Calea Mosilor nr. 225, bl. 33-35, parter, sector 2 021.370.14.60 - 021.370.14.65 Mosilor(dedicata PF) 473 Ag. Fundeni Bucuresti Bucuresti Bucuresti Sector 2, Sos Colentina Nr. 76, Bloc 111, parter, 021.370.15.40 - 021.370.15.43 zona A 474 Ag. Lucretiu Bucuresti Bucuresti Str. Lucretiu Patrascanu nr. 17, bl.MC 18, sector 3 021.370.14.80 - 021.370.14.83 Patrascanu 475 Ag. Delea Veche Bucuresti Bucuresti Calea Calarasi, nr. 180, bl. 61, tronson 1+2, parter, sector 3 021.370.12.80 - 021.370.12.83 476 Ag. Basarabia Bucuresti Bucuresti Bld.Basarabia nr.55, bl M22, sect 2 021.370.12.60 - 021.370.12.63 477 Ag. Unirea Bucuresti Bucuresti Bdv. Bratianu, Nr 39, Bl. P6, Sect 3 021.370.10.80 - 021.370.10.89 478 Ag. Titan Mall Bucuresti Bucuresti Bd. 1 Decembrie 1918 nr. 33A, sector 3 021.370.30.80 - 021.370.30.83 479 Ag. Bucuresti Mall Bucuresti Bucuresti Calea Vitan, nr.58, etaj Parter, sc. Zona A. 021.370.32.60 - 021.370.32.65 480 Ag. Decebal Bucuresti Bucuresti Bdul. Decebal nr.16,bl S5, tronson II si III, sect 3 021.370.32.80 - 021.370.32.88 481 Ag. Vitan Bucuresti Bucuresti Pta Alba Iulia nr 1, sect 3 021.370.30.00 - 021.370.30.04 482 Ag. Camil Ressu Bucuresti Bucuresti B-dul Camil Ressu nr 62, bl 1D 021.370.33.20 - 021.370.33.23 483 Ag. Rebreanu Bucuresti Bucuresti Str. Liviu Rebreanu, nr. 14, bl.K3, parter 021.370.33.40 - 021.370.33.44 484 Ag. Nerva Traian Bucuresti Bucuresti Str.Nerva Traian nr 15, bl M69, tronson 2 partial/2 021.370.33.60 - 021.370.33.63 485 Ag. Timpuri Noi Bucuresti Bucuresti Str. Calea Vacaresti nr 220, bl 69, sp com (mag 64) 021.370.33.80 - 021.370.33.83 486 Ag. Piata Muncii Bucuresti Bucuresti Sos Mihai Bravu nr 288, Bl C3, parter, sector 3 021.370.35.80 - 021.370.35.83 487 Ag. Titan Bucuresti Bucuresti Bld. Nicolae Grigorescu nr 53, Ca 13, sect 3 021.370.34.20 - 021.370.34.23 488 Ag. Titan Est Bucuresti Bucuresti B-dul. 1 Decembrie 1918, nr. 37, zona A, sector 3 021.370.34.40 - 021.370.34.43 489 Ag. Vitan Sud Bucuresti Bucuresti Sos. Mihai Bravu, Nr. 325, Bloc 55, spatiu comercial CA 38, 021.370.34.80 - 021.370.34.83 zona A, sector 3 490 Ag. Rond Baba Bucuresti Bucuresti Bucuresti Sector 3, Str Sos Mihai Bravu Nr 302-304, Bl B13, 021.370.35.00 - 021.370.35.03 Novac Sc 1, Etaj Parter, Apartament Sp Com 491 Ag. Trapezului Bucuresti Bucuresti Bucuresti Sector 3, B-Dul Theodor Pallady, Nr. 27, Bloc G3 BIS 021.370.35.20 - 021.370.35.23 492 Ag. Dristor Bucuresti Bucuresti Bdul Camil Ressu nr.2, bloc R1, parter, sector 3 021.370.35.60 - 021.370.35.62

A-10 Raiffeisen Bank S.A. No. Branch name County City Address Phone 493 Ag. Popesti Ilfov Popesti Sos. Oltenitei Nr. 23, Bloc M1, parter 021.370.40.00 - 021.370.40.03 Leordeni Leordeni 494 Ag. Sebastian Bucuresti Bucuresti Str.Calea 13 Septembrie nr.221-225, sect 5 021.370.21.20 - 021.370.21.30 495 Ag. Bucuresti Bucuresti Calea Victoriei nr 21, sector 3, corp B, tip S+P+M 021.370.20.00 - 021.370.20.09 Victoria(Smardan) 496 Ag. Toporasi Bucuresti Bucuresti Str.Sos Giurgiului nr.131, parter, sect 4 021.370.21.40 - 021.370.21.47 497 Ag. Progresul Bucuresti Bucuresti Str. Giurgiului, soseaua nr 118, bl 12, sect 4 021.370.22.20 - 021.370.22.23 498 Ag. Ferentari Bucuresti Bucuresti Calea Ferentari nr 20, bl 126, parter, lotul A, sector 5 021.370.22.40 - 021.370.22.43 499 Ag. Rond Cosbuc Bucuresti Bucuresti B-dul. Libertatii, nr. 4, bl. 117, parter, sector 4 021.370.22.60 - 021.370.22.63 500 Ag. Vadul Nou Bucuresti Bucuresti Bucuresti Sector 5, Str. Prel. Ferentari, Nr. 52-60, Bloc B, etaj P, 021.370.24.60 - 021.370.24.63 apartament Spatiul 3 501 Ag. Liberty Bucuresti Bucuresti Sos. Progresului nr.151-171, unitatea nr.1.26, sector 5 021.370.25.00 - 021.370.25.03 Center(mall) 502 Ag. Berceni Bucuresti Bucuresti Sos. Turnu Magurele nr.92-108, sector 4 021.370.30.40 - 021.370.30.44 (Selgros) 503 Ag. Brancoveanu Bucuresti Bucuresti Sos Oltenitei nr.56, bl.11C, sect 4 021.370.31.00 - 021.370.31.03 504 Ag. Obregia Bucuresti Bucuresti B-dul Alexandru Obregia nr.7A, bl128, sect 4 021.370.31.20 - 021.370.31.27 505 Ag. Sincai Bucuresti Bucuresti B-dul Tineretului nr. 1bl 5, parter 021.370.31.60 - 021.370.31.63 506 Ag. Barzesti Bucuresti Bucuresti Soseaua Oltenitei nr. 254, bl 151, sect 4 021.370.31.80 - 021.370.31.83 507 Ag. Cantemir Bucuresti Bucuresti Str. Dimitrie Cantemir, Nr. 13, sector 4 021.370.32.00 - 021.370.32.03 508 Ag. Aparatorii Bucuresti Bucuresti Sos. Berceni, Nr. 183, sect. 4, zona C 021.370.32.20 - 021.370.32.23 Patriei 509 Ag. Vacaresti Bucuresti Bucuresti Calea Vacaresti, nr. 300, Bloc 1B, scara P, sector 4 021.370.32.40 - 021.370.32.43 510 Ag. Bragadiru Ilfov Bragadiru Sos. Alexandriei, Bl. D3-2, parter, sp. Com 021.370.41.20 - 021.370.41.23 511 Ag. Crangasi Bucuresti Bucuresti Calea Crangasi nr 12, sect 6 021.370.02.40 - 021.370.02.47 512 Ag. Apusului Bucuresti Bucuresti Str. Iuliu Maniu nr.73, bl C3, sect 6 021.370.20.40 - 021.370.20.47 513 Ag. Drumul Taberei Bucuresti Bucuresti Str. Drumul Taberei nr.94, Bl 519, sector 6 021.370.20.80 - 021.370.20.83 514 Ag. Lujerului Bucuresti Bucuresti B-dul Iuliu Maniu nr. 16, bl. 14 sect 6 021.370.21.00 - 021.370.21.06 515 Ag. Rahova Bucuresti Bucuresti Str. Calea Rahovei 327, bloc 11, sector 5 021.370.21.60 - 021.370.21.64 516 Ag. Romancierilor Bucuresti Bucuresti B-dul Timisoara nr 73, bl C12, parter, incinta spatiu comercial 021.370.21.80 - 021.370.21.83 nr 5 517 Ag. Compozitorilor Bucuresti Bucuresti B-dul Compozitorilor nr 28, sect 6 021.370.22.00 - 021.370.22.03 518 Ag. Prelungirea Bucuresti Bucuresti Str. Prelungirea Ghencea, Nr. 65B, Bloc C1, Scara 5, parter 021.370.22.80 - 021.370.22.83 Ghencea 519 Ag. Ghencea Bucuresti Bucuresti Bucuresti, Bdul. Ghencea nr. 34, bl. 65, Sector 6 021.370.23.00 - 021.370.23.03 520 Ag. Uverturii Bucuresti Bucuresti B-dul Uverturii nr 83, bl O15 021.370.23.20 - 021.370.23.23 521 Ag. Gorjului Bucuresti Bucuresti Bdul. Iuliu Maniu, nr.67, bl. 6, parter, sector 6 021.370.23.40 - 021.370.23.43 522 Ag. Rahova Sud Bucuresti Bucuresti Soseaua Alexandriei, Nr. 11, Bl. 11C, parter, sector 5 021.370.23.80 - 021.370.23.83 523 Ag. Valea Bucuresti Bucuresti Str.Valea Cascadelor nr.26 B, sector 6 021.370.25.20 - 021.370.25.39 Cascadelor (Selgros) 524 Ag. Natiunile Unite Bucuresti Bucuresti Str. Natiunile Unite, Piata nr. 3-5, bl. A, parter, sector 4 021.370.23.60 - 021.370.23.63 525 Ag. 13 Septembrie Bucuresti Bucuresti Calea 13 Septembrie, nr.107-109, bloc 103, parter, sector 5 021.370.24.40 - 021.370.24.43 526 Ag. Margeanului Bucuresti Bucuresti Str. Margeanului, Nr. 40, Bl. M 100, parter, sector 5, Bucuresti 021.370.24.80 - 021.370.24.83 527 Ag. Cotroceni(mall) Bucuresti Bucuresti Unitatea nr. C128, Centrul Comercial AFI Palace Cotroceni, din 021.370.24.20 - 021.370.24.23 Bucuresti, B-dul Vasile Milea nr.4, sector 6, Bucuresti 528 Ag. Cora Lujerului Bucuresti Bucuresti B-dul. Iuliu Maniu nr. 19, sector 6 021.370.36.41 - 021.370.36.44

A-11 BRD-Groupe Société Générale S.A.

BRD-Groupe Société Générale S.A. No. Branch name City Address District/County Phone 1 COTROCENI Bucuresti Str. Sf. Elefterie, nr 47-49 Sector 5 0214400603 - 0214120234 - 0214120235 2 LIPSCANI Bucuresti Str. Stavropoleos, nr 5 / Str. Lipscani Sector 3 0213178014 - 0213178011 - 0213178012 nr. 14 3 PIATA MIHAIL KOGALNICEANU Bucuresti Intr. Vasile Paun, nr. 2 Sector 5 0213106690 - 0213106625 - 0213106642 4 SPLAI Bucuresti Splaiul Independentei nr.15, Bl. 100, T1 Sector 5 0 - 0216014910 - 0 5 STIRBEI VODA Bucuresti Str. Stirbei Voda nr. 156-158 Sector 1 0216373170 - 0216373169 - 0216373170 6 CALDERON Bucuresti Str. J.L.Calderon, nr. 31 Sector 2 0213111506 - 0213111527 - 0213111547 7 GARA DE NORD Bucuresti Bd. Gh. Duca nr. 3-11 Sector 1 0212230730 - 0212230730 - 0212230731 8 PIATA AMZEI Bucuresti Str. Piata Amzei nr. 10-22, bloc B Sector 1 0214300024 - 0213143001 - 0213143009 9 PIATA ROMANA Bucuresti Bd. Magheru nr. 35 Sector 1 0374289150 - 0213126033 - 0213126047 10 AMURGULUI Bucuresti Sos. Alexandriei, nr. 18, bl L5 Sector 5 0214203812 - 0214203812 - 0214203823 11 DEALUL SPIRII Bucuresti Calea 13 Septembrie nr.139, bl.T1B Sector 5 0214503387 - 0214107470 - 0214107473 12 DRUMUL TABEREI Bucuresti Str. Brasov nr. 24 Sector 6 0374289194 - 0214134156 - 0214137082 13 GHENCEA Bucuresti Bd. Ghencea, nr 28, bl C87 Sector 6 0214137436 - 0214137436 - 0214137437 14 MARGEANULUI Bucuresti Str. Margeanului, nr 26, bl M23A Sector 5 0 - 0214206606 - 0214206646 15 PROGRESUL Bucuresti Sos. Giurgiului nr. 103-107 Sector 4 0 - 0214503740 - 0214503387 16 RAHOVA Bucuresti Calea Ferentari nr. 1, bl. 75A Sector 5 0374283429 - 0214237901 - 0214237910 17 CRANGASI Bucuresti Calea Crangasi nr 24, bl 47 Sector 6 0217454240 - 0212211602 - 0212211607 18 FABERROM Bucuresti Bd. Iuliu Maniu, nr. 7 Sector 6 0213102511 - 0213102511 - 0213102513 19 IULIU MANIU Bucuresti Bd. Iuliu Maniu, nr. 8A Sector 6 0 - 0214111102 - 0214111105 20 ORIZONT Bucuresti Str. Drumul Taberei nr 18 Sector 6 0214343034 - 0217454340 - 0217454350 21 ROMANCIERILOR Bucuresti Drumul Taberei nr 90, sc 2, bl C8 Sector 6 0 - 0214440747 - 0214440777 22 VIRTUTII Bucuresti Bd. Virtutii nr 7, bl R3 Sector 6 0374288953 - 0214302551 - 0214302522 23 APUSULUI Bucuresti Bd. Iuliu Maniu, nr 75-77 Sector 6 0374289900 - 0214343028 - 0214343063 24 COMPASULUI Bucuresti Bd. Timisoara, nr 59 Sector 6 0214401911 - 0214401225 - 0214401911 25 COMPOZITORILOR Bucuresti Bd. 1 Mai, nr.15, bl.3C, parter Sector 6 0212211608 - 0214400607 - 0214400632 26 GORJULUI Bucuresti Bd. Iuliu Maniu, nr 160, bloc I Sector 6 0214206646 - 0214346701 - 0214346702 27 UVERTURII Bucuresti Bd. Uverturii nr. 83, bl. O15 Sector 6 0214302522 - 0214300019 - 0214300024 28 GOLESCU Bucuresti Palat CFR , Bd. Dinicu Golescu nr.38 Sector 1 0374209354 - 0213135691 - 0 29 UNIVERSITATEA ROMANO-AMERICANA Bucuresti Bd. Expozitiei nr.1B Sector 1 0 - 0212029515 - 0 30 REGIE Bucuresti Splaiul Independentei nr. 290, R1 Sector 6 0213199594 - 0213199594 - 0 31 POLITEHNICA Bucuresti Splaiul Independentei nr. 313, Rectorat Sector 6 0213190039 - 0213190039 - 0 32 BRATIANU Bucuresti Bd. I.C. Bratianu, nr. 44bis Sector 3 0374284315 - 0374284331 - 0213140292 33 MILITARI Bucuresti Bd. Iuliu Maniu nr. 111, bl.F Sector 6 0374285591 - 0217604051 - 0217604161 34 ACADEMIEI Bucuresti Calea Victoriei nr. 32-34 Sector 1 0213056900 - 0213056900 - 0213056901 35 CARREFOUR-ORHIDEEA Bucuresti Splaiul Independentei nr. 210-210B Sector 6 0 - 0213188724 - 0213188725 36 PLAZA ROMANIA Bucuresti Bd. Timisoara nr. 26, parter, spatiul G43 Sector 6 0 - 0213111583 - 0 37 CARREFOUR-MILITARI Chiajna AutoStr. Bucuresti-Pitesti, km. 11-12 Ilfov 0 - 0213189052 - 0213189053 38 CORA-LUJERULUI Bucuresti Bd. Iuliu Maniu nr.19 Sector 6 0 - 0214300820 - 0214300822 39 BARSANA Barsana Com. Barsana Maramures 0 - 0262332333 - 0262332334 40 SAPANTA Sapanta Com. Sapanta nr.929 Maramures 0262372411 - 0262372411 - 0262372412 41 DRAGOMIRESTI Dragomiresti Dragomiresti nr.87A Maramures 0262337605 - 0262337606 - 0262337605 42 FARCASA Farcasa Str. Independentei, nr 59A Maramures 0262266271 - 0262266270 - 0262266271 43 TAUTII MAGHERAUS Tautii Magheraus Str. Principala, nr. 290B Maramures 0 - 0262293547 - 0262293548 44 ULMENI Ulmeni Com. Ulmeni, strada Petre Dulfu nr 54/A Maramures 0262264041 - 0262264041 - 0 45 AURORA Baia Mare Str. George Cosbuc nr 34 Maramures 0262217512 - 0262217512 - 0262217513 46 BAIA SPRIE Baia Sprie Str. Gutinului, nr. 3 Maramures 0262262612 - 0262262612 - 0262262613 47 CAVNIC Cavnic Str. 22 Decembrie nr. 20 Maramures 0262295581 - 0262295580 - 0262295581 48 ODOBESCU Baia Mare Str. Alexandru Odobescu, nr 2 Maramures 0262217991 - 0262217991 - 0262217992 49 RIVULUS Baia Mare Bd. Decebal nr 2 Maramures 0262217550 - 0262217550 - 0262271560 50 SEINI Seini Str. Nicolae Balcescu, nr 25 Maramures 0374280417 - 0262490252 - 0 51 BARITIU Satu Mare Str. Ady Endre , nr.14,ap4/A-B Satu Mare 0374209296 - 0261712500 - 0261712501 52 BOTIZULUI Satu Mare Str. Fabricii nr. 82 Satu Mare 0261770334 - 0261770332 - 0261770333 53 DINU LIPATTI Satu Mare Bd. Ion I.C. Bratianu, nr. 10 Satu Mare 0261711122 - 0261711122 - 0261711123 54 BRADET Zalau Str. Avram Iancu, bl. N15 Salaj 0260610026 - 0260610026 - 0260610027 55 SCALA Zalau Bd. Mihai Viteazu, nr 14, sc A, ap. 34 Salaj 0260610092 - 0260610072 - 0260610092 56 CAREI Carei Piata Avram Iancu nr.7-9 Satu Mare 0261863812 - 0261866171 - 0 57 TASNAD Tasnad Str. Lacrimioarelor, nr. 27 Satu Mare 0261825142 - 0261825140 - 0261825141 58 GRANICERILOR Baia Mare Str. Granicerilor nr 81 Maramures 0262278091 - 0262278092 - 0262278093 59 HATVAN Baia Mare Str. Vasile Alecsandri, nr 91 Maramures 0262228015 - 0262228014 - 0262228015 60 HORTENSIEI Baia Mare Str. Hortensiei, nr 2 Maramures 0262224123 - 0262220938 - 0262220939 61 IGNIS Baia Mare Str. Victoriei, nr 47 Maramures 0262218781 - 0262218371 - 0262218532 62 IZVOARE Baia Mare Str. Andrei Muresan, nr. 29 Maramures 0262212425 - 0262212424 - 0262212425

A-12 BRD-Groupe Société Générale S.A. No. Branch name City Address District/County Phone 63 ARDUD Ardud Str. Stefan cel Mare, nr. 22, parter Satu Mare 0261771609 - 0261771607 - 0261771608 64 BURDEA Satu Mare Bd. Closca, bl. 30, parter Satu Mare 0261727311 - 0261727311 - 0261727312 65 ION VIDU Satu Mare Bd. Independentei, bl. UH 44 Satu Mare 0261760680 - 0261760680 - 0261760681 66 LUCIAN BLAGA Satu Mare Bd. Lucian Blaga, bl UU 7-9 Satu Mare 0261765588 - 0261765572 - 0261765588 67 RAVENSBURG Satu Mare Str. Ravensburg, nr. 2 Satu Mare 0261727261 - 0261727260 - 0261727261 68 SOMESUL Satu Mare Str. Drum Carei, nr. 21 Satu Mare 0261758149 - 0261758410 - 0 69 CASTANILOR Baia Mare Bd. Bucuresti nr. 4 Maramures 0262217707 - 0262217712 - 0262217711 70 GUTAI Baia Mare Bd. Traian nr. 29 Maramures 0262250692 - 0262250693 - 0262250694 71 IZA Baia Mare Bd. Republicii nr. 15 Maramures 0262274384 - 0262274544 - 0262274384 72 MILLENIUM Baia Mare Bd. Unirii, nr. 12 Maramures 0262221428 - 0262221427 - 0262221428 73 SOMCUTA MARE Somcuta Mare Str. Republicii, nr. 5 Maramures 0374209346 - 0262281372 - 0262281373 74 OCNA SUGATAG Ocna Sugatag Str. Unirii nr. 48/A Maramures 0262374001 - 0262374001 - 0262374002 75 SIGHETU MARMATIEI Sighetu Marmatiei Str. Bogdan Voda nr. 1A Maramures 0374285781 - 0262319851 - 0262319852 76 SOLOVAN Sighetu Marmatiei Str. Bogdan Voda, nr. 22 Maramures 0374285766 - 0262314606 - 0262317998 77 TISA Sighetu Marmatiei Str. Cuza Voda, nr. 3 Maramures 0262313156 - 0262313156 - 0262313157 78 BORSA Borsa Str. Victoriei nr. 3, bl 48 Maramures 0262343389 - 0262343388 - 0262343389 79 VISEU DE SUS Viseu de Sus Str. Iuliu Maniu nr.1 Maramures 0374283384 - 0262353373 - 0

80 CEHU SILVANIEI Cehu Silvaniei Str. Victoriei, bl. P48, ap. 49/1/3⁄1 Salaj 0260651787 - 0260651785 - 0260651786 81 CRASNA Crasna Str. Lacului nr. 17/A Salaj 0260636470 - 0260636470 - 0260636471 82 HALMEU Halmeu Str. Eliberarii, nr. 62, bloc 2A-B, parter Satu Mare 0374209684 - 0374209684 - 037420968 83 JIBOU Jibou Str. 1 Decembrie 1918, nr. 6 Salaj 0 - 0260644712 - 0 84 NEGRESTI-OAS Negresti-Oas Str. Victoriei, bl. 9 Satu Mare 0374279611 - 0261854703 - 0 85 SIMLEU SILVANIEI Simleu Silvaniei Str. Salcamilor, bl. sector 1 Salaj 0260674105 - 0260674100 - 0260674101 86 TARGU LAPUS Targu Lapus Piata Eroilor, nr. 21, bl. T L23/9 Maramures 0262385383 - 0262385329 - 0 87 SATU MARE Satu Mare Str. Corneliu Coposu nr.3 Satu Mare 0261710536 - 0261710536 - 0 88 ZALAU Zalau Piata 1 Decembrie 1918, nr. 2 Salaj 0260613391 - 0260613391 - 0 89 BAIA MARE Baia Mare Str. Gh. Sincai nr. 38B Maramures 0262216943 - 0262212115 - 0 90 KAUFLAND BAIA MARE Baia Mare Str. George Cosbuc Maramures 0 - 0262218816 - 0262218819 91 KAUFLAND SATU MARE Satu Mare Str. Careiului nr. 9 Satu Mare 0 - 0261726240 - 0261726241 92 ARDEALUL Brasov Bd. Saturn, nr. 33 Brasov 0268317706 - 0268317709 - 0268317708 93 ASTRA Brasov Bd. Saturn, nr 34, Com. Astra Brasov 0374282300 - 0268329176 - 0 94 COCORULUI Brasov Str. Poienelor, nr. 2, bl. 211, sc III Brasov 0268333141 - 0268333141 - 0268333142 95 FLORILOR Brasov Bd. Alexandru Vlahuta, nr. 40, bl. 120 Brasov 0268310132 - 0268310132 - 0268310231 96 VALEA CETATII Brasov Str. Eftimie Murgu, nr.1, bl.D5 Brasov 0268316004 - 0268327010 - 0 97 VULTURULUI Brasov Calea Bucuresti, nr. 68, bl A10 Brasov 0268329563 - 0268329562 - 0268329563 98 BARSA Codlea Str. Muntisor, nr. 12, bl. 12 Brasov 0268253100 - 0268253100 - 0268253101 99 BULEVARD Fagaras Str. Tabacari, bl. 15 Brasov 0268211601 - 0268211445 - 0268211601 100 CODLEA Codlea Str. Lunga, nr 117 Brasov 0374282287 - 0268506316 - 0268253023 101 FAGARAS Fagaras Bd. Unirii, bloc 2 Brasov 0374209422 - 0268212873 - 0 102 GHIMBAV Ghimbav Str. Morii, nr. 105, spatiul 1 si 2 Brasov 0268258625 - 0268258612 - 0268258619 103 BARTOLOMEU Brasov Sos. Cristianului, nr. 7 Brasov 0268549325 - 0268549325 - 0 104 BRAN Bran Bran-Centru, nr. 504C Brasov 0268238085 - 0268238081 - 0268238084 105 MURESENILOR Brasov Str. Muresenilor nr. 5 Brasov 0374279724 - 0268478629 - 0 106 PIATA UNIRII (fosta CALEA BUCURESTI) Brasov Piata Unirii, Nr. 6, etaj P, ap. 2 Brasov 0268325890 - 0268313738 - 0268631260 107 POIANA BRASOV Poiana Brasov Restaurant Capra Neagra Brasov 0374282306 - 0268262133 - 0 108 RASNOV Rasnov Str. Caraiman nr. 2 Brasov 0268231733 - 0268231733 - 0268231088 109 ZARNESTI Zarnesti Str. 1 Decembrie 1918, nr. 5 Brasov 0268223219 - 0268223065 - 0268223066 110 CARTIER NOUA Brasov Str. Prunului, nr. 7-15, bl.8 Brasov 0268336927 - 0268336927 - 0268336940 111 PREDEAL Predeal Str. Saulescu nr.119 Brasov 0268457066 - 0268457064 - 0 112 SACELE Sacele Piata Libertatii nr.21B Brasov 0374209300 - 0268276781 - 0 113 BUCEGI Brasov Str. 13 Decembrie—Aurel Vlaicu, bl.28 Brasov 0268422031 - 0268422031 - 0268422035 114 ONIX Brasov Bd. Grivitei nr. 77-83, Magazin Onix Brasov 0268421650 - 0268421650 - 0268421651 115 PREJMER Prejmer Str. Mare nr 495 Brasov 0268362377 - 0268362344 - 0268362377 116 TRACTORUL BRASOV Brasov Str. Oltet nr. 33, bl. 306 Brasov 0268426066 - 0268425846 - 0268425896 117 TRIAJ Brasov Str. Harmanului, nr. 65, bl. 1 Brasov 0268334150 - 0268334150 - 0268334152 118 COVASNA Covasna Str.1 Decembrie 1918 nr.3, bl.3 Covasna 0267342919 - 0267342919 - 0 119 DOJA Sfantu Gheorghe Str. Stadionului, nr. 15, bl. 19 Covasna 0267351384 - 0267351384 - 0267351385 120 INTORSURA BUZAULUI Intorsura Buzaului Str. Mihai Viteazu nr 201 Covasna 0267370200 - 0267370200 - 0267370201 121 OLTUL Sfantu Gheorghe Str. 1 Decembrie 1918, bl 12, sc C Covasna 0267312051 - 0267312051 - 0267312034 122 PARC TARGU SECUIESC Targu Secuiesc Str. Curtea 42 nr. 1 Covasna 0267360425 - 0267360425 - 0267360424 123 TARGU SECUIESC Targu Secuiesc Str. Dozsa Gyorgy, nr. 40, bl. 2, sc.B Covasna 0267364701 - 0267364721 - 0267364701 124 SFANTU GHEORGHE Sfantu Gheorghe Str. 1 Decembrie 1918 nr. 43 Covasna 0374282595 - 0267351215 - 0267351214 125 BRASOV Brasov Str. Mihail Kogalniceanu, nr. 5 Brasov 0268301100 - 0268301122 - 0268301106 126 CARREFOUR BRASOV Brasov Calea Bucuresti nr. 107 Brasov 0 - 0268319301 - 0268319475 127 KAUFLAND BRASOV Brasov Calea Bucuresti, nr. 112 Brasov 0 - 0268328562 - 0268328565

A-13 BRD-Groupe Société Générale S.A. No. Branch name City Address District/County Phone 128 BONTIDA Bontida Str. Mihai Eminescu nr. 174/A Cluj 0264228655 - 0264228655 - 0 129 MOCIU Mociu Str. Principala, f.n. Cluj 0264235416 - 0264235416 - 0 130 AGHIRESU Aghiresu Str. Principala, nr. 343 Cluj 0264357299 - 0264357300 - 0 131 BACIU Baciu Com. Baciu Cluj 0374209692 - 0264260900 - 0264260908 132 TINCA Tinca Str. Republicii, nr. 75A Bihor 0259310042 - 0259310042 - 0259310043 133 LECHINTA Lechinta Com. Lechinta Bistrita Nasaud 0263274531 - 0263274531 - 0263274532 134 VALEA LUI MIHAI Valea lui Mihai Str. Bethlen Gabor nr.1/A Bihor 0259355255 - 0259355255 - 0259355256 135 ARIES Mihai Viteazu Str. Principala, nr 469 Cluj 0264329022 - 0264329066 - 0 136 APAHIDA Apahida Str. Libertatii, nr. 237 Cluj 0 - 0264232252 - 0264232253 137 DEJ Dej Str. Regina Maria nr. 1 Cluj 0264213313 - 0264213300 - 0264213303 138 GHERLA Gherla Str. Clujului nr. 7A Cluj 0264243143 - 0264243145 - 0 139 LIBERTATII Gherla Piata Libertatii nr 1 Cluj 0264248591 - 0264248592 - 0264244241 140 BEIUS Beius Piata Samuil Vulcan nr 23, bl AN1 Bihor 0259320424 - 0259320424 - 0259320492 141 CANTEMIR Oradea Str. Nufarului nr. 60 Bihor 0259432608 - 0259432606 - 0259432607 142 CICERO Oradea Str. Dimitrie Cantemir, nr. 2, bloc A1 Bihor 0259470401 - 0259470656 - 0259470604 143 CRISUL REPEDE Oradea Str. Republicii nr. 28/A Bihor 0259411896 - 0259411895 - 0259411896 144 EMANOIL GOJDU Oradea Piata 1 Decembrie nr.16 Bihor 0259429206 - 0259429206 - 0259429207 145 OLTEA DOAMNA Oradea Str. Parcul Traian nr. 9, ap. III Bihor 0259412202 - 0259412202 - 0259412203 146 GIORDANO BRUNO Cluj Napoca Str. Giordano Bruno, nr. 1-3 Cluj 0264455675 - 0264455675 - 0264455676 147 GRIGORESCU Cluj Napoca Str. Fantanele nr. 7, bl.A Cluj 0374285677 - 0264420000 - 0264420641 148 GRUIA Cluj Napoca Str. Piata Garii nr. 4-5 Cluj 0374285946 - 0264484220 - 0264484221 149 HUEDIN Huedin Str. Republicii nr. 8, ap. 106 Cluj 0264351402 - 0264351444 - 0264351402 150 FABRICII Cluj Napoca Str. Fabricii nr. 11, ap. 66B Cluj 0264412806 - 0264412806 - 0264412827 151 FARMEC Cluj Napoca Str. Henri Barbusse, nr. 16 Cluj 0264407194 - 0264407190 - 0264407191 152 GRADINARILOR Cluj Napoca Str. Dambovitei nr. 45, ap. 66 Cluj 0264411766 - 0264411466 - 0264411766 153 MARASTI Cluj Napoca Bd. 22 Decembrie , nr. 137, bl. M4, Cluj 0374281995 - 0264411414 - 0264412977 ap. 159 154 OASULUI Cluj Napoca Str. Oasului, nr. 86-90, sc. 1 Cluj 0264407185 - 0264407185 - 0264407186 155 PANTICEU Panticeu Sat Panticeu, fn Cluj 0264227910 - 0264227910 - 0264227911 156 IOSIA Oradea Str. Mestesugarilor, nr. 73, bl. AN 124 Bihor 0259429062 - 0259429060 - 0259429061 157 MARESAL ANTONESCU Oradea Str. Maresal Antonescu nr. 105B, bl. A2 Bihor 0259429872 - 0259429870 - 0259429871 158 PODU DECEBAL Oradea Str. Decebal nr. 18, bl.D 103 Bihor 0259423391 - 0259423391 - 0259423392 159 SALONTA Salonta Str. Republicii nr.19 Bihor 0259373246 - 0259373249 - 0 160 BUCIUM Cluj Napoca Calea Floresti nr. 79, ap. 120 Cluj 0264427281 - 0264427278 - 0264427281 161 HOREA Cluj Napoca Str. Horea nr. 5, ap. 33 Cluj 0264434894 - 0264434894 - 0264434896 162 MOTILOR Cluj Napoca Str. Motilor nr. 91, ap. 1 Cluj 0264454570 - 0264454570 - 0264454571 163 NAPOCA Cluj Napoca Piata Unirii nr. 31 Cluj 0374280072 - 0264594986 - 0264594987 164 PAVLOV Cluj Napoca Str. Motilor nr. 9, parter, ap. 1 si 5 Cluj 0264431812 - 0264431805 - 0264431809 165 AVIATOR BADESCU Cluj Napoca Calea Turzii, nr. 56 Cluj 0264452840 - 0264452840 - 0264452841 166 MANASTUR Cluj Napoca Str. Islazului, nr. 18 Cluj 0264452162 - 0264452162 - 0264452164 167 NORA Cluj Napoca Str. Mehedinti, nr. 74 Cluj 0264480977 - 0264480977 - 0264480978 168 OBSERVATOR Cluj Napoca Str. Republicii nr. 109, ap. 2 Cluj 0264455630 - 0264455630 - 0264455631 169 VICTOR BABES Cluj Napoca Str. Victor Babes, nr. 33 Cluj 0264456403 - 0264456402 - 0264456403 170 ZORILOR Cluj Napoca Str. Zorilor nr. 44 Cluj 0374281985 - 0264406280 - 0264406222 171 ANDREI MURESANU Bistrita Str. Andrei Muresanu, bl.13 Bistrita Nasaud 0263235776 - 0263235776 - 0263235792 172 BECLEAN Beclean Str. Mihail Kogalniceanu nr.20, sc.A Bistrita Nasaud 0263343306 - 0263343306 - 0 173 PIATA MORII Bistrita Str. Piata Morii nr. 56, Com. Domus Bistrita Nasaud 0263232039 - 0263232039 - 0263232040 174 PRUNDU BARGAULUI Prundu Bargaului Str. Principala nr 828 Bistrita Nasaud 0263265785 - 0263265785 - 0 175 ALESD Alesd Piata Unirii, nr. 7 Bihor 0259342130 - 0259342341 - 0259342130 176 MARGHITA Marghita Str. Republicii nr. 70 Bihor 0259363516 - 0259362797 - 0259362516 177 OSTASILOR Oradea Str. Ostasilor, bl. AN 12, parter Bihor 0259442167 - 0259422161 - 0259422162 178 ROGERIUS Oradea Str. Transilvania, nr 10 Bihor 0259268004 - 0259268005 - 0259268006 179 SAVINESTILOR Oradea Str. Savinestilor, nr. 2, parter Bihor 0259422018 - 0259422016 - 0259422017 180 HERMES Bistrita Bd. Decebal, nr. 25, bl. J, sc. E Bistrita Nasaud 0263230061 - 0263230061 - 0263230063 181 NASAUD Nasaud Bd. Granicerilor, bl 67 Bistrita Nasaud 0374279732 - 0263361665 - 0263361667 182 SANGEORZ BAI Sangeorz Bai Str. Izvoarelor, nr.92 Bistrita Nasaud 0263370688 - 0263370688 - 0263370611 183 VIISOARA Bistrita Str. Independentei, nr.52, bl.E1 Bistrita Nasaud 0263239819 - 0263239819 - 0263239822 184 ALEXANDRU VAIDA Cluj Napoca Str. Dunarii nr.26, bl. H2A, parter, ap. 33 Cluj 0264410007 - 0264410007 - 0264410008 185 ALVERNA Cluj Napoca Str. Constantin Brancusi, nr. 133 Cluj 0374282126 - 0264448458 - 0264448466

186 PIATA CIPARIU Cluj Napoca Str. Piata Cipariu, nr. 9, bl. I A, ap 68⁄2 Cluj 0264452942 - 0264452942 - 0264452943 187 SEPTIMIU ALBINI Cluj Napoca Str. Septimiu Albini, nr. 113 Cluj 0264544990 - 0264544994 - 0264544992 188 TEATRU Cluj Napoca Piata Stefan cel Mare nr. 19 Cluj 0264407937 - 0264403815 - 0264403816 189 TITULESCU Cluj Napoca Bd. Nicolae Titulescu nr. 165 Cluj 0374282651 - 0264442885 - 0264442886 190 CAMPIA TURZII Campia Turzii Str. Laminoristilor, nr. 5 Cluj 0264368003 - 0264368003 - 0 191 OPRISANI Turda Calea Victoriei nr.100, bl.B120 Cluj 0264312832 - 0264312831 - 0264312832

A-14 BRD-Groupe Société Générale S.A. No. Branch name City Address District/County Phone 192 TURDA Turda Str. Libertatii nr. 4 Cluj 0264317012 - 0264313622 - 0264317012 193 BISTRITA NASAUD Bistrita Str. 1 Decembrie nr. 2 Bistrita Nasaud 0263235032 - 0263235032 - 0 194 ORADEA Oradea Piata Regele Ferdinand I, nr.4 Bihor 0259436038 - 0259436038 - 0259432791 195 CLUJ NAPOCA Cluj Napoca Bd. 21 Decembrie 1989, nr. 81-83 Cluj 0264405100 - 0264405110 - 0 196 CARREFOUR POLUS Floresti Str. Avram Iancu, nr. 492-500 Cluj 0 - 0264275130 - 0264275131 197 KAUFLAND CLUJ NAPOCA Cluj Napoca Str. Campului, nr. 9-11 Cluj 0 - 0264452803 - 0264452804 198 KAUFLAND BISTRITA Bistrita Str. Independentei nr. 97-99 Bistrita Nasaud 0 - 0263239824 - 0263239827 199 PECHEA Pechea Str. Galati, nr. 250A Galati 0236824011 - 0236824010 - 0236824011 200 BABADAG Babadag Str. Republicii nr. 94A Tulcea 0240561170 - 0240561140 - 0 201 FAUREI Faurei Str. Pacii, nr. 6 Braila 0239661133 - 0239661033 - 0 202 IANCA Ianca Str. Brailei, nr. 37A Braila 0239668133 - 0239668132 - 0 203 INSURATEI Insuratei Sos. Brailei, nr. 16B Braila 0239660222 - 0239660222 - 0 204 ISACCEA Isaccea Str. 1 Decembrie nr. 3 Tulcea 0240540293 - 0240540293 - 0240540408 205 BALADA Constanta Bd. 1 Decembrie 1918, nr 128A, bl F1 Constanta 0241510808 - 0241510797 - 0241510808 206 CAZINO CONSTANTA Constanta Str. Arhiepiscopiei nr. 7 - 9 Constanta 0374209491 - 0241550801 - 0241550802 207 OVIDIUS Constanta Bd. Tomis nr 99 Constanta 0241519120 - 0241519120 - 0241519190 208 CENTRU CIVIC Braila Calea Calarasilor nr. 46, bl. C Braila 0239624035 - 0239619914 - 0239619913 209 DANUBIUS Braila Str. Scolilor nr 52, bl B15 Braila 0239671358 - 0239671358 - 0239671308 210 VIDIN Braila Cartier Vidin, Str. Galati, nr. 327, bl. 3 Braila 0239617068 - 0239617068 - 0239617055 211 DUNAREA Galati Str. Brailei nr 214 bis, bl. C5B, sc 1 Galati 0236316474 - 0236316744 - 0236466040 212 MICRO 18 Galati Str. Brailei, nr. 196, Micro18, bl.B3A-B3B Galati 0236311264 - 0236311263 - 0236311264 213 MICRO 20 Galati Str. Galati, nr.2, bl.A13A Galati 0236311220 - 0236311220 - 0236311227 214 TIGLINA IV Galati Cartier Micro 17, Str. Oltului, bl. T Galati 0236313015 - 0236313015 - 0236313016 215 BRIZEI Constanta Str. Brizei , Tronson 3, bl. FD 3, Cartier Constanta 0241511525 - 0241511525 - 0241511565 Poarta 6 216 EFORIE NORD Eforie Nord Str. Republicii nr.7 Constanta 0241742263 - 0241742262 - 0 217 FARULUI Constanta Str. Caraiman nr 1-3, bl. PF 6 Constanta 0374283481 - 0241557324 - 0241557332 218 PIATA GARII Constanta Bd. Ferdinand , nr. 118, bl. MTTC Constanta 0241620630 - 0241620630 - 0 219 KOGALNICEANU Mihail Kogalniceanu Str. Tudor Vladimirescu, bl. CK14 Constanta 0374279744 - 0241258845 - 0241258882 220 LAPUSNEANU Constanta Bd. Al. Lapusneanu, nr. 78-79 / BL E22 Constanta 0241630650 - 0241639818 - 0241632166 si BL LV7 221 SOVEJA Constanta Str. Soveja nr 104, bl 44 Constanta 0241558223 - 0241558223 - 0241558404 222 STEFAN LUCHIAN Constanta Bd. Alexandru Lapusneanu nr. 117, Constanta 0241610216 - 0241610236 - 0241610235 bl. AL 4 223 TOMIS NORD Constanta Bd. Tomis nr. 293, bloc T15 Constanta 0241554105 - 0241554105 - 0241559791 224 TRAIAN Constanta Bd. I.C. Bratianu bl. SR5 Constanta 0241627750 - 0241627730 - 0241627731 225 ADAMCLISI Constanta Str. Adamclisi, Nr. 4C Constanta 0241613150 - 0241613150 - 0241613160 226 ALBATROSULUI Constanta Bd. Aurel Vlaicu, nr. 92, bl. AV21 Constanta 0241542021 - 0241512700 - 0241512412 227 HAGI Constanta Str. Mircea cel Batran nr. 138 Constanta 0241520221 - 0241520220 - 0241520221 228 MAMAIA Constanta Str. Timisana nr.34 Constanta 0241558826 - 0241558813 - 0241558826 229 OLEG DANOVSCHI Constanta Str. Eliberarii nr. 30A Constanta 0241612585 - 0241612854 - 0241612853 230 SAT VACANTA Constanta Bd. Alexandru Lapusneanu nr. 185A Constanta 0 - 0241540444 - 0 231 DOMNEASCA Galati Str. Domneasca nr. 101 Galati 0374286201 - 0374286201 - 0374286202 232 MICRO 39 Galati Str. Henri Coanda nr. 8, bl. J5, Galati 0236413310 - 0236315799 - 0236317002 Micro 39B 233 MICRO 40 Galati Bd. 1 Decembrie 1918, bl. S9E, sc. 2 Galati 0236425116 - 0236425116 - 0236425117 234 PIATA ENERGIEI Galati Str. Siderurgistilor, nr. 45, bl. M3A, sc. 5 Galati 0236450555 - 0236450555 - 0236451555 235 PIATA MARE Galati Cartier Piata Centrala, Str. Traian, Galati 0374279736 - 0236411017 - 0236411019 nr. 58-60 236 LAMINORUL Braila Str. Dorobanti, nr. 311, Com. Laminorul Braila 0239629007 - 0239629007 - 0239629105 237 MARIA FILOTTI Braila Calea Calarasilor nr. 254, Bl. A1 Braila 0239676712 - 0239676717 - 0239676716 238 PANAIT ISTRATI Braila Sos. Ramnicu Sarat, nr. 75 Braila 0239613055 - 0239613058 - 0239613045 239 RADU NEGRU Braila Sos. Buzaului , nr 42, bl A23 Braila 0239686853 - 0236686853 - 0239686847 240 VIZIRU Braila Calea Calarasilor nr. 228, bl. C1, Braila 0239671077 - 0239671077 - 0239671043 Viziru III 241 CENTRU DE AFACERI DUNAREA Galati Str. Domneasca, nr. 35, Hotel Dunarea Galati 0236471440 - 0236471510 - 0236471330 242 SIDERURGISTILOR Galati Str. Siderurgistilor, bl. SD4B Galati 0236311711 - 0236310999 - 0236472777 243 TIGLINA I Galati Cartier Tiglina I, Str. Brailei, nr. 171H Galati 0236470440 - 0236470440 - 0236470446 244 TIGLINA III Galati Micro 16, Str. Brandusei Galati 0236455015 - 0236450505 - 0236455015 245 GHEORGHE PETRASCU Tecuci Str. Gheorghe Petrascu nr. 23E, Galati 0236813411 - 0236813411 - 0236810142 246 LIESTI Liesti Str. Principala, nr. 2622 Galati 0236821244 - 0236821243 - 0236821244 247 TARGU BUJOR Targu Bujor Str. Grigore Hagiu, nr. 3 Galati 0236340712 - 0236340712 - 0236340713 248 TECUCI Tecuci Str. 1 Decembrie 1918, nr. 79 Galati 0236811100 - 0236820492 - 0236817190 249 ANA IPATESCU Medgidia Str. Independentei nr. 65, bl. E1 Constanta 0241811400 - 0241811401 - 0241811402 250 CALLATIS Mangalia Str. 1 Decembrie 1918 nr. 35, bl. X5 Constanta 0241740208 - 0241740208 - 0 251 CERNAVODA Cernavoda Str. Unirii, Bl.R4a Constanta 0241238408 - 0241238408 - 0241238023

A-15 BRD-Groupe Société Générale S.A. No. Branch name City Address District/County Phone 252 CONSTRUCTORILOR Tulcea Str. Constructorilor nr. 2A, bl. U2B, Tulcea 0240534253 - 0240534304 - 0240534253 parter 253 COSTINESTI Costinesti Spatii Comerciale pentru marfuri Constanta 0 - 0241734024 - 0 generale 254 DELTA Tulcea Str. Frasinului, bl 4 Tulcea 0240531217 - 0240531217 - 0240531238 255 HARSOVA Harsova Str. Vadului, nr. 26, bl. V8M, sc. B Constanta 0241872700 - 0241872700 - 0241872707 256 MACIN Macin Str. 1 Decembrie nr. 14-18A, bl. 16, Tulcea 0240571164 - 0240571164 - 0240571186 parter 257 MANGALIA Mangalia Str. Callatis, bl. MG19, parter Constanta 0241752604 - 0241756604 - 0 258 MEDGIDIA Medgidia Str. Republicii, bl.OH1 Constanta 0241817010 - 0241817010 - 0241817011 259 NAVODARI Navodari Str. Constantei ,bl. B2 Constanta 0374279786 - 0241761622 - 0241761744 260 SFANTU GHEORGHE DELTA Sfantu Gheorghe Str. Principala, Complex Comercial, Tulcea 0240.546.721 - 0 - 0 Sfantu Gheorghe 261 SULINA Sulina Str. I, nr 188, Pensiunea Coral, Sulina Tulcea 0240.543.115 - 0 - 0 262 TOMIS CENTRU Constanta Str. Stefan cel Mare, Bloc M6 Constanta 0241662202 - 0241662220 - 0241662200 263 BRAILA Braila Piata Traian nr.12 Braila 0239614598 - 0239613945 - 0239613943 264 GALATI Galati Str. Brailei,nr. 29A Galati 0236307800 - 0236319528 - 0236460576 265 TULCEA Tulcea Str. Babadag nr.116 Tulcea 0240515610 - 0240515635 - 0240510382 266 CONSTANTA Constanta Bd. Mamaia, nr. 250 Constanta 0 - 0241508604 - 0241618959 267 CARREFOUR PARK Braila Chiscani, Varsatura, Str. Principala, Braila 0 - 0239652905 - 0239652907 nr.4bis 268 KAUFLAND GALATI Galati Str. Otelarilor, Micro 21 Galati 0 - 0236311355 - 0236311356 269 DORALY MALL CONSTANTA Constanta Sos. Mangaliei nr. 84, C4 Constanta 0 - 0241612766 - 0241612773 270 BECHET Bechet Com. Bechet, Calea Dunarii nr.3 Dolj 0251336671 - 0251336671 - 0 271 POIANA MARE Poiana Mare Com. Poiana Mare Dolj 0251235245 - 0251235245 - 0251235261 272 IZBICENI Izbiceni Com. Izbiceni Olt 0249533850 - 0249533850 - 0 273 AEROPORT CRAIOVA Craiova Calea Bucuresti nr. 325A Dolj 0 - 0251437733 - 0 274 BRAZDA LUI NOVAC Craiova Str. Brazda lui Novac bl. C8b Dolj 0374287369 - 0251552815 - 0251552817 275 EUGENIU CARADA Craiova Str. Paltinis, nr. 79, bl. K19-K20 Dolj 0251420704 - 0251420705 - 0251420704 276 I.D. SIRBU Craiova Calea Bucuresti nr. 139-141, bl. N16 Dolj 0251436808 - 0251436801 - 0251436808 277 ROCADA Craiova Bd. Dacia nr. 108, bl. M8 Dolj 0251420446 - 0251420442 - 0251420446 278 SIMPLON Craiova Str. 1 Decembrie 1918 nr. 27 Dolj 0251420104 - 0251420104 - 0251420108 279 BAILESTI Bailesti Str. Victoriei, nr. 82, bl. A1, sc. B Dolj 0251312110 - 0251312110 - 0251312106 280 CALAFAT Calafat Bd. Tudor Vladimirescu, nr. 13, bl 6, sc A Dolj 0 - 0251232364 - 0251232365 281 DABULENI Dabuleni Com. Dabuleni, Str. Victoriei nr.30 Dolj 0251334429 - 0251334429 - 0 282 SEGARCEA Segarcea Str. Unirii, nr. 74, bl A7, parter Dolj 0374209257 - 0251210224 - 0251210214 283 BALS Bals Str. Nicolae Balcescu, bl. 23ABd. Olt 0249452120 - 0249452110 - 0249452120 284 CARACAL Caracal Piata Victoriei nr.13 Olt 0249515506 - 0249515506 - 0249511703 285 CORABIA Corabia Str. Popa sapca, bl. 12, sc. B Olt 0249562202 - 0249562202 - 0249562203 286 ROMANATI Caracal Str. Calea Bucuresti nr. 31 Olt 0249516698 - 0249516697 - 0249516698 287 BARBU CRAIOVESCU Craiova Str. Tineretului, bl. 146A, sc. 1, parter Dolj 0251483331 - 0251483330 - 0251483331 288 CALEA SEVERINULUI Craiova Bd. Nicolae Titulescu, bl. 15 Dolj 0251599028 - 0251599437 - 0251598050 289 CRAIOVA EST Craiova Calea Bucuresti bl. R2 Dolj 0374279717 - 0251461331 - 0251438307 290 CRAIOVITA NOUA Craiova Cartier Craiovita Noua, bloc 41A Dolj 0251594552 - 0251594055 - 0251594552 291 FILIASI Filiasi Bd. Racoteanu, bl. I 2 Dolj 0251441740 - 0251441738 - 0251441740 292 MACULUI Craiova Str. Macului nr. 1A, parter Dolj 0374280799 - 0251280959 - 0251482251 293 ROVINE Craiova Cartier Rovine, bl. A62 Dolj 0251563071 - 0251563068 - 0251563070 294 1 MAI Craiova Bd. Ion Antonescu, bl.A7 Dolj 0251510768 - 0251510815 - 0251510768 295 ION OBLEMENCO Craiova Bd. Stirbei Voda, nr. 19, bl. D3a, D4a Dolj 0251532214 - 0251532214 - 0251532230 296 MIHAI VITEAZU Craiova Str. Mihai Viteazu nr. 2 Dolj 0251412827 - 0251412282 - 0251412827 297 OLTENIA Craiova Str. Fratii Golesti, nr. 2, bl. M 18C Dolj 0251412430 - 0251412417 - 0251412430 298 THEODOR AMAN Craiova Str. Unirii, nr. 50, C1 Dolj 0251533048 - 0251533042 - 0 299 VALEA ROSIE Craiova Str. Henri Coanda, nr.54, bl.P1, sc1 Dolj 0251563063 - 0251563062 - 0251563063 300 ARINULUI Slatina Str. Arinului, Cartier Progresul II, nr. 2 Olt 0249422626 - 0249422626 - 0249422636 301 CRISAN Slatina Str. Primaverii—Com. Zahana nr 10 Olt 0249416002 - 0249416002 - 0249416007 302 ECATERINA TEODOROIU Slatina Str. Ec. Teodoroiu, nr. 17C, bl. 17 Olt 0249416061 - 0249416060 - 0249416061 303 ION MINULESCU Slatina Bd. A. I. Cuza, bl. D6 Olt 0249418834 - 0249418834 - 0249418835 304 SELECT Slatina Bd. Al. I. Cuza, sc. A, B, bl. CAM3 Olt 0249435557 - 0249435557 - 0 305 CETATEA BANIEI Craiova Str. Piata Garii, bl. G Dolj 0374284065 - 0251599104 - 0251598030 306 SLATINA Slatina Bd. Nicolae Titulescu, nr. 51 Olt 0374280081 - 0249413350 - 0249413352 307 CRAIOVA Craiova Bd. Carol I nr. 4, bl. M6 Dolj 0251406357 - 0251410970 - 0251406665 308 CALEA BUCURESTILOR Otopeni Calea Bucurestilor, nr. 3A, etaj P Ilfov 0374284573 - 0374289046 - 0374289047 309 HENRI COANDA Otopeni Calea Bucurestilor nr 224E Ilfov 0 - 0212042705 - 0212042511 310 OTOPENI Otopeni Str. Calea Bucurestilor nr. 84, bl B2-1 Ilfov 0213501001 - 0213501001 - 0 311 BANU MANTA Bucuresti Bd. Banu Manta nr. 60 Sector 1 0212221527 - 0212221558 - 0212221578 312 FEROVIARILOR Bucuresti Calea Grivitei, nr. 210 Sector 1 0374289129 - 0212242045 - 0212246045

A-16 BRD-Groupe Société Générale S.A. No. Branch name City Address District/County Phone 313 GIULESTI Bucuresti Calea Giulesti nr 113 Sector 6 0374288959 - 0212206424 - 0 314 GRIVITA Bucuresti Calea Grivitei nr 168 Sector 1 0212233051 - 0212233038 - 0212233054 315 PIATA DOMENII Bucuresti Bd. Ion Mihalache nr. 128C, SC S32 Sector 1 0212241543 - 0212241537 - 0212241523 316 BUCURESTII NOI Bucuresti Bd. Bucurestii Noi nr.68 Sector 1 0216678047 - 0216678048 - 0216678049 317 BUFTEA Buftea Str. Mihai Eminescu, nr. 11, parter Ilfov 0213148808 - 0213148811 - 0213148808 318 CHITILA Bucuresti Sos. Chitilei nr 37 Sector 1 0216670026 - 0216670026 - 0 319 Chitila Complex Residenz Chitila Sos. Banatului nr. 14 Ilfov 0217961692 - 0217961693 - 0 320 PAJURA Bucuresti Str. Pajurei nr.13 Sector 1 0216678388 - 0216678387 - 0216678386 321 SNAGOV Snagov Str. Soseaua Snagov nr. 135, bl. D4 Ilfov 0213104392 - 0213104392 - 0213104396 322 BANEASA Bucuresti Sos. Bucuresti-Ploiesti nr. 24-28, Sector 1 0212320516 - 0212320514 - 0212320516 bl. XIII-1 323 DACIA Bucuresti Str. Cihoschi nr. 2 Sector 1 0374279765 - 0213110122 - 0 324 FLOREASCA Bucuresti Calea Floreasca nr. 118-122 Sector 1 0212304019 - 0212304017 - 0 325 METAV Bucuresti Str. Biharia, nr 67-77, cladirea A1 Sector 1 0 - 0212008484 - 0 326 STEFAN CEL MARE Bucuresti Sos. stefan cel Mare nr. 30, bloc 26 Sector 2 0212101549 - 0212101805 - 0 327 BANEASA BUSINESS PARK Bucuresti Sos. Bucuresti-Ploiesti nr. 42-44, Sector 1 0213611016 - 0213611017 - 0213611016 cladirea B 328 BELLER Bucuresti Str. Aviator Radu Beller nr. 1 Sector 1 0212316658 - 0212316658 - 0 329 ASE Bucuresti Str. Mihai Eminescu nr. 13-15 Sector 1 0 - 0213190071 - 0 330 MOXA Bucuresti Str. M.Moxa nr. 11, Cantina Sector 1 0 - 0212129088 - 0 331 EUROPA Bucuresti Bd. Iancu de Hunedoara nr. 2, bl. H6 Sector 1 0213179989 - 0213179984 - 0213179999 332 AVIATIEI Bucuresti Str. Av. Alexandru serbanescu, nr. 31 Sector 1 0212335040 - 0212324529 - 0212328730 333 VICTORIA Bucuresti Calea Victoriei nr.224, Bl D5 Sector 1 0374285705 - 0213156894 - 0213156707 334 TRIUMF Bucuresti Bd. Ion Mihalache nr.45 Sector 1 0374285690 - 0212224930 - 0212224935 335 DOROBANTI Bucuresti Calea Dorobanti nr. 135 Sector 1 0212086500 - 0212086565 - 0 336 BANEASA SHOPPING CITY Bucuresti Sos. Bucuresti-Ploiesti nr. 42D Sector 1 0 - 0374462155 - 0374462153 337 CARREFOUR FEERIA Bucuresti Sos. Bucuresti—Ploiesti nr 44A Sector 1 0 - 0374462148 - 0374462149 338 JOLIE VILLE Voluntari Str. Erou Iancu Nicolae, nr.103 bis Ilfov 0 - 0212068046 - 0212068047 339 CUJMIR Cujmir Com. Cujmir Mehedinti 0252390276 - 0252390274 - 0252390276 340 VANJU MARE Vanju Mare Str. Rahovei nr. 10 Mehedinti 0252350103 - 0252350103 - 0252350200 341 MATASARI Matasari Sat Matasari, Str. Principala nr 253A Gorj 0253376443 - 0253376443 - 0253376444 342 TURCENI Turceni Com. Turceni, Str. Pietei Gorj 0253334124 - 0253334122 - 0253334123 343 ALUNIS Drobeta Turnu Severin Bd. Tudor Vladimirescu, nr. 30 Mehedinti 0252331017 - 0252331014 - 0252331016 344 CALONFIRESCU Drobeta Turnu Severin Bd. Tudor Vladimirescu nr. 124, bl. TS1A Mehedinti 0252310042 - 0252310042 - 0252310052 345 CERNA Drobeta Turnu Severin Bd. Revolutiei 16-22 Decembrie 1989 Mehedinti 0374288949 - 0252310138 - 0252310123 346 KISELEFF Drobeta Turnu Severin Bd. Tudor Vladimirescu nr.124, bl.IS6 Mehedinti 0252325109 - 0252325109 - 0252325402 347 BOZOVICI Bozovici Com. Bozovici, nr. 251 Caras Severin 0255242199 - 0255242322 - 0255242199 348 CARANSEBES Caransebes Str. Mihai Viteazu nr 8, Sc nr 3 Caras Severin 0255513884 - 0255516955 - 0255513874 349 OTELU ROSU Otelu Rosu Piata 22 Decembrie 1989, bl.8 Caras Severin 0255531305 - 0255531302 - 0 350 PIPIRIG Caransebes Str. Ardealului, bl. 6 Caras Severin 0255515402 - 0255515400 - 0255515402 351 TEREGOVA Teregova Com. Teregova, nr. 107 Caras Severin 0 - 0255260240 - 0255260241 352 BOCSA Bocsa Str. Republicii, nr. 89 Caras Severin 0374209288 - 0255525491 - 0255525492 353 EFTIMIE MURGU Resita Bd. Revolutiei din Decembrie nr. 5 Caras Severin 0255219200 - 0255219200 - 0255219201 354 LUNCA BARZAVEI Resita Bd. Republicii nr 19, sc 1 Caras Severin 0255213890 - 0255213919 - 0255213891 355 POMOSTULUI Resita Bd. Alexandru Ioan Cuza, bloc D3 Caras Severin 0 - 0255212006 - 0255212015 356 SEMENIC Resita Bd. Republicii nr. 4 Caras Severin 0255252502 - 0255252501 - 0255252502 357 AMARADIA Targu Jiu Bd. Republicii—Zona Garii, bl. 25, sc. 1 Gorj 0253244146 - 0253244143 - 0253244146 358 LITOVOI Targu Jiu Str. Victoriei, bl. 54 Gorj 0 - 0253224192 - 0253224193 359 MOTRU Motru Str. Trandafirilor Gorj 0374280161 - 0253410001 - 0253410002 360 OLARI Targu Jiu Str. Nicolae Titulescu, bl. 12, C1 Gorj 0374283273 - 0253224022 - 0253224023 361 ROVINARI Rovinari Str. Minerilor, Bl. M2, Sc.1 Gorj 0374279796 - 0253371963 - 0 362 BAILE HERCULANE Baile Herculane Str. Trandafirilor nr. 56, bl. 90, sc. F ap. 1 Caras Severin 0255561204 - 0255561204 - 0255561205 363 CEZAR Drobeta Turnu Severin Str. Horia, nr. 12 Mehedinti 0252311330 - 0252322023 - 0 364 CRIHALA Drobeta Turnu Severin Bd. M.Viteazu, nr. 29, bl. Z6B Mehedinti 0252330104 - 0252330104 - 0 365 ORSOVA Orsova Str. Portile de Fier nr. 8 Mehedinti 0252362134 - 0252362134 - 0 366 STEFAN ODOBLEJA Drobeta Turnu Severin Str. Iuliu Maniu, nr. 3, bl. 5 Mehedinti 0374283719 - 0252326001 - 0252326004 367 BUMBESTI JIU Bumbesti Jiu Str. Parangului, bl. 26, C1 Gorj 0253463086 - 0253463085 - 0253463086 368 COLOANA INFINITULUI Targu Jiu Bd. Ecaterina Teodoroiu , bl. 49 Gorj 0253214132 - 0253214132 - 0253214134 369 JIULUI Targu Jiu Str. Victoriei, bl.192 Gorj 0253210214 - 0253210213 - 0253210214 370 NOVACI Novaci Str. Eroilor, nr 6 Gorj 0253466004 - 0253466004 - 0 371 TARGU CARBUNESTI Targu Carbunesti Str. Trandafirilor nr.63A Gorj 0253378021 - 0253378021 - 0 372 MOLDOVA NOUA Moldova Noua Str. Nicolae Titulescu nr 1 Caras Severin 0255541022 - 0255541022 - 0255541033 373 ORAVITA Oravita Com. Com.ercial—Zona Garii Caras Severin 0374209323 - 0255571800 - 0255571802 374 STREHAIA Strehaia Str. Unirii, nr 3 Mehedinti 0252371191 - 0252371191 - 0 375 RESITA Resita Str. Petru Rares nr.1 Caras Severin 0374280044 - 0255214305 - 0255211400

A-17 BRD-Groupe Société Générale S.A. No. Branch name City Address District/County Phone 376 TARGU JIU Targu Jiu Str. Tudor Vladimirescu, nr. 20 Gorj 0253217958 - 0253213425 - 0 377 DROBETA TURNU SEVERIN Drobeta Turnu Severin Bd. Carol I, nr. 55 Mehedinti 0374281101 - 0252316074 - 0252311829 378 KAUFLAND TARGU JIU Targu Jiu Str. Luncilor f.n. Gorj 0 - 0253210192 - 0253210193 379 POPRICANI Popricani Com. Popricani Iasi 0374209680 - 0232299747 - 0232299748 380 ANASTASIE PANU Iasi Str. Stefan Cel Mare si Sfant, nr.53 Iasi 0232210134 - 0232276397 - 0 381 CAMPUS TUDOR Iasi Bd. D. Mangeron nr.71, Tronson P-7, CH Iasi 0232232019 - 0232232019 - 0 382 COPOU Iasi Bd. Carol nr. 8 Iasi 0374286021 - 0232273448 - 0 383 INDEPENDENTEI Iasi Piata Unirii nr. 2, bl. B10 Iasi 0232234402 - 0232234402 - 0 384 PALAS Iasi Str. Sf. Lazar, nr. 44-50 Iasi 0 - 0372133413 - 0372133412 385 SUPER COPOU Iasi Bd. Copou nr. 48, CC ‘‘Super Copou’’, Iasi 0232213302 - 0232213302 - 0232213306 t IV 386 VASILE CONTA Iasi Bd. Independentei nr. 9-11, bloc D2, tR 2 Iasi 0232265320 - 0232265320 - 0 387 ARMONIA Botosani Calea Nationala, nr. 69 Botosani 0374283309 - 0231511451 - 0231511452 388 BUCOVINA Botosani Str. Bucovina, nr. 6, sc. A Botosani 0231582391 - 0231582391 - 0231582392 389 ELIE RADU Botosani Str. Primaverii, nr. 8 Botosani 0231580918 - 0231580912 - 0231580913 390 GEORGE ENESCU Botosani Str. Primaverii, nr 22 Botosani 0231582854 - 0231582854 - 0231582855 391 GHEORGHE AVRAMESCU Botosani Str. Grivita , unitatea U35 Botosani 0231515139 - 0231515139 - 0231515148 392 RAPSODIA Botosani Str. Unirii, nr. 12 Botosani 0231511415 - 0231511415 - 0231511417 393 CALEA GALATA Iasi Calea Galatii, nr. 28, bloc E2A, Iasi 0232224803 - 0232224803 - 0232224804 scara B-C 394 ESPLANADA NICOLINA Iasi Str. Petre Tutea, nr. 9-11, bl. 911, tr. II Iasi 0374200792 - 0232221300 - 0232221301 395 FORTUS Iasi Sos. Nicolina, nr. 83, bl 986B Iasi 0374289980 - 0232241121 - 0232241122 396 GALATA Iasi Str. Mircea cel Batran nr 1, bl A1 Iasi 0232222385 - 0232222381 - 0232222385 397 MIRCEA CEL BATRAN Iasi Bd. Alexandru cel Bun, nr.11, bl. D1 Iasi 0232256600 - 0232256600 - 0232256601 398 NICOLINA Iasi Sos. Nicolina nr 3, bl 928 Iasi 0232221070 - 0232221070 - 0232221075 399 POITIERS Iasi Bd. Poitiers, nr. 54, bl. G2 Iasi 0374283583 - 0232220801 - 0232220803 400 SOCOLA Iasi Str. Socola nr. 57, bl. A Iasi 0232232511 - 0232232511 - 0232232515 401 ALEXANDRU CEL BUN Iasi Str. Alexandru cel Bun nr. 34, bl. H-2, Iasi 0232241149 - 0232241149 - 0232241257 tr 2 402 CANTA Iasi Str. Canta nr. 23, bl.503, sc.B Iasi 0232251608 - 0232251606 - 0232251608 403 ESPLANADA ZIMBRU Iasi Bd. Dacia, nr. 2, bl. D1-2, Tronson I Iasi 0232254701 - 0232254702 - 0232254701 404 PACURARI Iasi Sos. Pacurari nr. 145 Iasi 0232415740 - 0232415740 - 0232415741 405 PACURARI VEST Iasi Sos. Pacurari nr. 53, bl. 547, sc. A Iasi 0232250145 - 0232250140 - 0232250141 406 PIATA DACIA Iasi Str. Vitejilor, nr. 12, bl. B8 Iasi 0232251113 - 0232251112 - 0232251113 407 VOIEVOZILOR Iasi Piata Voievozilor, nr. 19B, tr. 2, bl. A1 Iasi 0232257505 - 0232257205 - 0232257508 408 ZIMBRU Iasi Bd. Dacia nr. 24, bl. SC3 Iasi 0232250877 - 0232250290 - 0232250855 409 COTNARI Iasi Bd. Nicolae Iorga, bl. T3 Iasi 0232232710 - 0232232710 - 0232232711 410 DIMITRIE MANGERON Iasi Sos. Nationala, nr. 55 Iasi 0232232990 - 0232232990 - 0232232991 411 ION NECULCE Iasi Bd. Dimitrie Cantemir nr. 7 Iasi 0232230742 - 0232230741 - 0232230742 412 MOARA DE FOC Iasi Str. Strapungerii Silvestru nr. 28, bl. CL7 Iasi 0232217403 - 0232217403 - 0232217404 413 PODU DE PIATRA Iasi Bd. Nicolae Iorga, Com. Com.ercial Iasi 0232230937 - 0232230937 - 0232230938 ‘‘Podu de Piatra’’ 414 PODU ROS Iasi Bd. Socola nr. 1 Iasi 0232271466 - 0232271466 - 0 415 SILVESTRU Iasi Str. Silvestru, nr. 1, bloc L-2 Iasi 0232241180 - 0232241180 - 0232241181 416 HARLAU Harlau Str. Stefan cel Mare si Sfant, bl.10 Iasi 0232720406 - 0232720400 - 0232720403 417 MIHAIL SADOVEANU Pascani Str. Mihail Kogalniceanu, nr. 32, bl. J Iasi 0232767228 - 0232767664 - 0232767663 418 PASCANI Pascani Str. Cuza Voda, bl D9 Iasi 0232710123 - 0232710118 - 0232710123 419 PODU ILOAIEI Podu Iloaiei Str. Nationala Bl.13(7), scara A Parter Iasi 0374209682 - 0232721212 - 0232721206 ]420 TARGU FRUMOS Targu Frumos Bd. Cuza Voda, bl. 7 Iasi 0232712116 - 0232712116 - 0 421 DANCU Dancu Com. Holboca Iasi 0232229906 - 0232229903 - 0232229906 422 ION CREANGA Iasi Str. Ion Creanga nr. 17(19), bl. U2, sc.A Iasi 0232244915 - 0232244913 - 0232244914 423 METALURGIEI Iasi Str. Vasile Lupu nr. 160, bloc G1-3 Iasi 0232270374 - 0232270373 - 0232270374 424 PODU DE FIER Iasi Bd. Tudor Vladimirescu nr. 3, bl. C9, Iasi 0232277513 - 0232277513 - 0232277514 sc. A 425 RADUCANENI Raducaneni Com. Raducaneni, nr. 1601 Iasi 0232274095 - 0232274095 - 0232274096 426 TATARASI Iasi Str. Vasile Lupu nr. 83, bl. D1 Iasi 0232273455 - 0232273455 - 0232273456 427 TOMESTI Iasi Cartier Tomesti, bloc 45B, parter Iasi 0232290505 - 0232290504 - 0232290505 428 BARLAD Barlad Str. 1 Decembrie nr. 17, bl. C3, sc. B, Vaslui 0235421885 - 0235411709 - 0235419525 parter 429 CONSTANTIN TANASE Vaslui Str. Republicii, bl. 331, sc. B, sc 3 Vaslui 0235311482 - 0235311482 - 0235311483 430 DIMITRIE POMPEIU Dorohoi Bd. Victoriei, nr. 56, bl. F4 Botosani 0231610420 - 0231610420 - 0231610421 431 DOROHOI Dorohoi Str. Dimitrie Pompeiu nr. 2 Botosani 0374209412 - 0231610157 - 0231610159 432 EMIL RACOVITA Vaslui Str. stefan cel Mare, bl. 435, sc. A Vaslui 0235313105 - 0235313105 - 0235313106 433 HUSI Husi Str. Al. Ioan Cuza, Zona Centru V, Vaslui 0235481666 - 0235480128 - 0 bl. H1 434 PARCULUI Husi Str. Florilor, nr. 1, bl. 22, sc. B Vaslui 0235471100 - 0235471100 - 0235471101 435 STROE BELOESCU Barlad Str. Primaverii nr. 30, bl. G8, sc. D Vaslui 0235410021 - 0235410020 - 0235410021

A-18 BRD-Groupe Société Générale S.A. No. Branch name City Address District/County Phone 436 VICTOR ION POPA Barlad Str. Republicii nr. 260, bl. C4 Vaslui 0235410024 - 0235410024 - 0235410025 437 VASILE ALECSANDRI Iasi Bd. Independentei, nr. 18, bl. Y1 Iasi 0232211608 - 0232211608 - 0232211802 438 BOTOSANI Botosani Calea Nationala nr.156, bl.H1-H3 Botosani 0231511091 - 0231512780 - 0 439 VASLUI Vaslui Str. C. D. Gherea nr. 2 Vaslui 0374209578 - 0235361018 - 0235361019 440 IASI Iasi Str. Anastasie Panu nr.1B-2A Iasi 0232211343 - 0232213050 - 0232213065 441 CARREFOUR FELICIA Iasi Str. Bucium, nr. 36 Iasi 0 - 0232239655 - 0232239656 442 CARREFOUR ERA PARK Iasi Sos.Pacurari nr.21 Iasi 0 - 0232227185 - 0232227186 443 KAUFLAND PACURARI Iasi Sos. Pacurari, nr. 92 Iasi 0 - 0232250216 - 0232250217 444 KAUFLAND PAVLOV Iasi Str. Pavlov, nr. 14 Iasi 0 - 0232241050 - 0232241051 445 KAUFLAND VARLAAM Iasi Str. Mitropolit Varlaam nr. 54 Iasi 0 - 0232232044 - 0232232045 446 MARI CLIENTI CORPORATIVI Bucuresti Bd. Ion Mihalache nr. 1-7 Sector 1 0 - 0213014000 - 0 447 BAICULUI Bucuresti Sos. Pantelimon, nr 94, bl. 210A Sector 2 0212501197 - 0212501197 - 0212501198 448 BUCUR OBOR Bucuresti Sos. Colentina, nr 2, bl. ALMO Sector 2 0212527660 - 0212527213 - 0212527215 449 GRANITUL Bucuresti Sos. Pantelimon nr 359, Bl B2 Sector 2 0212550444 - 0212550445 - 0212550444 450 IANCULUI Bucuresti Sos. Mihai Bravu nr. 112, bl. D3 Sector 2 0212521737 - 0212521737 - 0212521747 451 MORARILOR Bucuresti Sos. Pantelimon nr 328, bl 5 Sector 2 0212555747 - 0212555745 - 0212555746 452 RITMULUI Bucuresti Sos. Pantelimon nr.89, bl.404 Sector 2 0212506938 - 0212506945 - 0212506960 453 COLENTINA Bucuresti Sos. Colentina nr 97, bl 94 Sector 2 0212400161 - 0212400063 - 0 454 DIMITROV Bucuresti Sos. Mihai Bravu, nr. 39, bl. P15 Sector 2 0212524974 - 0212524970 - 0212524973 455 LIZEANU Bucuresti Str. Viitorului nr. 197, bl. 42 Sector 2 0212124037 - 0212124037 - 0212124042 456 PIPERA TUNARI Voluntari Sos. Pipera-Tunari nr. 39A, parter Ilfov 0212315127 - 0212315124 - 0212315137 457 TEI Bucuresti Bd. Lacul Tei nr.126-128 Sector 2 0212420207 - 0212420207 - 0212421299 458 TEIUL DOAMNEI Bucuresti Str. Teiul Doamnei nr. 10 Sector 2 0212421264 - 0212421264 - 0212421245 459 CORBENI Bucuresti Calea Mosilor nr. 258, bl. 4 bis Sector 2 0212113045 - 0212113044 - 0212113045 460 DORALY Afumati Sos. Bucuresti-Urziceni, nr. 22, I 3, p H1 Ilfov 0213110312 - 0213110312 - 0213110339 461 MOSILOR Bucuresti Calea Mosilor nr. 225, bl 33-35 Sector 2 0212105063 - 0212105084 - 0212105065 462 TITAN Bucuresti Str. Lucretiu Patrascanu nr.14 Sector 3 0212550924 - 0212558269 - 0212550924 463 VATRA LUMINOASA Bucuresti Sos. Mihai Bravu nr 140, bl D18 Sector 2 0212524660 - 0212524660 - 0212524666 464 VERGULUI Bucuresti Sos. Vergului nr. 39, bl. 29, parter Sector 2 0212553027 - 0212553027 - 0212553028 465 VOLUNTARI Bucuresti Bd. Voluntari (fosta Sos. Afumati) nr.77 Ilfov 0374209698 - 0374209700 - 0374209698 466 UNIVERSITATEA TEHNICA DE Bucuresti Bd. Lacul Tei nr. 122-124 Sector 2 0212426695 - 0212426695 - 0 CONSTRUCTII 467 DELFIN Bucuresti Sos. Pantelimon, nr 247, bl 54 Sector 2 0 - 0212005900 - 0 468 BICAZU ARDELEAN Bicazu Ardelean Nr. 360, Com. Bicazu Ardelean Neamt 0233255654 - 0233255654 - 0233255974 469 MALINI Malini Com. Malini Suceava 0230537336 - 0230537336 - 0230537303 470 VAMA Vama Str. Victoriei nr. 76A Suceava 0230239237 - 0230239233 - 0230239237 471 DUMBRAVENI Dumbraveni Com. Dumbraveni Suceava 0230245293 - 0230245303 - 0230245090 472 GHIMES FAGET Ghimes Faget Sat. Faget, Str. Principala, nr. 217A Bacau 0374209381 - 0234385806 - 0234385807 473 RACACIUNI Racaciuni Com. Racaciuni Bacau 0234251130 - 0234251130 - 0234251131 474 SASCUT Sascut Com. Sascut Bacau 0234280203 - 0234280203 - 0234280877 475 OITUZ Oituz Com. Oituz Bacau 0234337407 - 0234337405 - 0234337406 476 CAJVANA Cajvana Cajvana, Str. Principala, nr. 863A Suceava 0230251256 - 0230251255 - 0 477 VICOVU DE SUS Vicovu de Sus Com. Vicovu de Sus, nr 2511F Suceava 0230413374 - 0230413335 - 0230413374 478 TAMASENI Tamaseni Sat Tamaseni Neamt 0233767406 - 0233767406 - 0233767407 479 ALECU RUSSO Bacau Str. Milcov nr. 134, sc. E Bacau 0234551134 - 0234551121 - 0 480 APRODU PURICE Bacau Str. Stefan cel Mare nr. 25, sc. D Bacau 0234524054 - 0234524098 - 0234524048 481 ARENA Bacau Str. Stefan cel Mare bl.11, sc B-C Bacau 0374209292 - 0234524777 - 0 482 BACOVIA Bacau Bd. Unirii nr. 2 Bacau 0374282567 - 0234542700 - 0234542710 483 GARII Bacau Str. Garii, nr. 160 Bacau 0374282421 - 0374282421 - 0374282423 484 MIORITEI Bacau Str. Mioritei nr. 14, sc. D Bacau 0374282558 - 0234522044 - 0234522544 485 SERBANESTI Bacau Bd. Unirii, nr. 50 Bacau 0234513317 - 0234513336 - 0 486 BICAZ Bicaz Str. Barajului, nr. 7 Neamt 0233254099 - 0233254098 - 0233254099 487 CALISTRAT HOGAS Piatra Neamt Piata stefan cel Mare, nr.12, bl. C6 Neamt 0233230806 - 0233230806 - 0233230811 488 COZLA Piatra Neamt Bd. Decebal nr. 86 Neamt 0233211611 - 0233211603 - 0233211606 489 TARGU NEAMT Targu Neamt Str. Stefan cel Mare bl. M2 Neamt 0374282357 - 0233790876 - 0 490 TITU MAIORESCU Piatra Neamt Str. Titu Maiorescu nr. 8, bl. F26 Neamt 0233215880 - 0233215880 - 0233215890 491 ULMILOR Piatra Neamt Str. Lt. Draghiescu, Nr. 15, Bl. B1, parter Neamt 0 - 0233230610 - 0233230611 492 BROSTENI Brosteni Com. Brosteni nr.250 Suceava 0230549953 - 0230549955 - 0230549953 493 CAMPULUNG MOLDOVENESC Campulung Piata Arboroasa, nr.1 Suceava 0230314636 - 0230314656 - 0230311885 Moldovenesc 494 FALTICENI Falticeni Bd. Revolutiei nr. 8 Suceava 0374284585 - 0230546384 - 0230546374 495 GURA HUMORULUI Gura Humorului Piata Republicii nr. 6, Corp A Suceava 0230232075 - 0230232074 - 0230232075 496 VATRA DORNEI Vatra Dornei Mihai Eminescu nr.24 Suceava 0230375463 - 0230375462 - 0 497 BURDUJENI Suceava Calea Unirii nr.39, bl.92, sc G Suceava 0230516541 - 0230516432 - 0230516430 498 CALEA OBCINELOR Suceava Str. Dornelor, bl 4, parter, sc 74 Suceava 0230511050 - 0230511060 - 0230511050

A-19 BRD-Groupe Société Générale S.A. No. Branch name City Address District/County Phone 499 CURTEA DOMNEASCA Suceava Str. Curtea Domneasca nr. 9, parter Suceava 0 - 0230530180 - 0230530181 500 DORNELOR Suceava Bd. George Enescu nr. 42, bl. T93 Suceava 0230515002 - 0230515002 - 0230515003 501 ZAMCA Suceava Intersectia Marasesti, bl. 3, Tronson 1 Suceava 0230521616 - 0230521483 - 0230521579 502 DARMANESTI Piatra Neamt Str. Mihai Viteazu nr. 1 Neamt 0233229384 - 0233229384 - 0 503 IACOMI Piatra Neamt Bd. Traian, bl sector 1 Neamt 0233216021 - 0233216021 - 0233216024 504 MARATEI Piatra Neamt Bd. Traian, nr. 82 Neamt 0233230822 - 0233230822 - 0233230832 505 ROZNOV Roznov Str. N. Roznovanu, bl. G2, parter Neamt 0233667250 - 0233667250 - 0233667251 506 COMANESTI Comanesti Str. Republicii, bl. E2 Bacau 0234370067 - 0234370022 - 0 507 MOINESTI Moinesti Str. Tudor Vladimirescu, nr.1, bl. F1 Bacau 0374209392 - 0234363880 - 0234361905 508 BUHUSI (fosta CORHANA) Buhusi Str. Nicolae Balcescu nr. 5, scara A, Bacau 0234262200 - 0234262200 - 0 parter, Spatiul Comercial nr. 2 509 ENERGIEI Bacau Str. Energiei nr.34 Bacau 0374283455 - 0234517801 - 0 510 LUCEAFARUL Bacau Str. Nicolae Balcescu Nr. 1, sc. B-C, Bacau 0234510615 - 0234510612 - 0234510615 parter 511 NARCISELOR Bacau Str. Republicii, nr. 15 Bacau 0234550944 - 0234550944 - 0 512 NICU ENEA Bacau Str. Republicii nr. 74, sc. A Bacau 0234550348 - 0234550252 - 0234550454 513 ORIZONTULUI Bacau Str. Marasesti nr.171 Bacau 0234552200 - 0234552003 - 0234552005 514 PIATA CENTRALA Bacau Str. Mihai Viteazu nr. 4 Bacau 0374287888 - 0234515025 - 0234520235 515 ONESTI Onesti Str. Tineretului nr.16 Bacau 0234317117 - 0234312598 - 0 516 SLANIC MOLDOVA Slanic Moldova Str. Stefan cel Mare nr. 8 Bacau 0234348850 - 0234348853 - 0 517 TARGU OCNA Targu Ocna Str. Republicii, bl. F4, sc. B Bacau 0234344526 - 0234344530 - 0 518 TROTUS Onesti Calea Marasesti nr. 12 Bacau 0374201001 - 0234318162 - 0 519 RADAUTI Radauti Str. Putnei nr.1A Suceava 0374209542 - 0230565984 - 0230563836 520 SIRET Siret Str. Sucevei, nr. 1, bl. 4, sc.A, parter Suceava 0230280953 - 0230280953 - 0 521 C.A. ROSETTI Roman Str. Stefan cel Mare, bl. 13, parter Neamt 0374289972 - 0233740498 - 0233740380 522 CELIBIDACHE Roman Str. Nicolae Titulescu, bl. 9 Neamt 0233733410 - 0233733410 - 0233733411 523 ROMAN Roman Bd. Roman Musat, bl. 33, parter Neamt 0374280329 - 0233733221 - 0233733222 524 SABAOANI Sabaoani Str. Progresului Neamt 0233735917 - 0233735916 - 0 525 BACAU Bacau Str. George Apostu nr.13 Bacau 0234207700 - 0234510518 - 0 526 SUCEAVA Suceava Str. Stefan cel Mare nr. 35 Suceava 0230214973 - 0230214973 - 0230214496 527 PIATRA NEAMT Piatra Neamt Piatra Neamt, Bd. Republicii, nr. 18 Neamt 0233218467 - 0233214494 - 0233212409 528 CARREFOUR SUCEAVA Suceava Calea Unirii nr. 27B Suceava 0 - 0230252550 - 0230252551 529 KAUFLAND SUCEAVA Suceava Str. Universitatii nr. 19 Suceava 0 - 0230522750 - 0230522755 530 KAUFLAND PIATRA NEAMT Piatra Neamt Str. Obor, f.n. Neamt 0 - 0233230320 - 0233230370 531 DAMBOVNIC Slobozia Arges Str. C. Brancoveanu nr. 16A Arges 0248698180 - 0248698180 - 0248698181 532 DOMNESTI Domnesti Str. Alexandru Ioan Cuza, nr. 1bis Arges 0248269102 - 0248269102 - 0248269104 533 ALBOTA Albota Str. Albota nr. 3bis Arges 0374282054 - 0248233340 - 0248233341 534 RACARI Racari Str. Ana Ipatescu, nr. 113 Dambovita 0245658601 - 0245658601 - 0245658606 535 Stefanesti Stefanesti Sat Stefanestii Noi, DN7, Punctul Parc Arges 0248265224 - 0248265222 - 0248265224 536 CAMPULUNG MUSCEL Campulung Muscel Str. Parcului nr.1 Arges 0248511460 - 0248512310 - 0248512290 537 FRATII GOLESTI Campulung Muscel Str. Dumitru Alimanisteanu, nr. 1 Arges 0248510641 - 0248510641 - 0248510642 538 BRANCOVEANU Pitesti Bd. Nicolae Balcescu, bl B1 Arges 0248219559 - 0248219559 - 0248219619 539 CEAIR Pitesti Str. Mihai Eminescu nr 11 Arges 0248612347 - 0248612345 - 0248612347 540 COSTESTI Costesti Str. Victoriei, bl C3 Arges 0374280311 - 0248672727 - 0248672200 541 MAGNOLIEI Pitesti Bd. I.C.Bratianu, bl.B2 Arges 0374283462 - 0248220340 - 0248220342 542 MILEA Pitesti Cartier Central, Str. Grivitei nr. 2, bl. 16 Arges 0248610132 - 0248610132 - 0248610133 543 PODUL VIILOR Pitesti Str. Calea Bucuresti, Bl. U2-U3, parter Arges 0248220370 - 0248220370 - 0248220371 544 CHINDIA Targoviste Calea Bucuresti, bl O3, scA Dambovita 0245218350 - 0245218345 - 0245218346 545 CRIZANTEMA Targoviste Str. Constantin Brancoveanu, bl. 11, sc. C Dambovita 0245214404 - 0245214404 - 0245214405 546 EROILOR Targoviste Str. Poet Grigore Alexandrescu, bl. E6 Dambovita 0245620112 - 0245620110 - 0245620112 547 MORENI Moreni Bd. Petrolului nr 1 Dambovita 0245664930 - 0245664930 - 0245664931 548 PUCIOASA Pucioasa Str. Republicii nr. 86, bl. Sarmis I Dambovita 0245761092 - 0245761088 - 0245761092 549 STELEA Targoviste Bd. Independentei, bl. O2-O3 Dambovita 0374283512 - 0245213250 - 0245213251 550 ALBESTI Curtea de Arges Str. Albesti, bl. Z2 Arges 0374282266 - 0248723079 - 0248723080 551 CURTEA DE ARGES Curtea de Arges Bd. Basarabilor nr. 82-84, bl. E4A Arges 0374280029 - 0248722213 - 0248722302 552 DOBRIN Pitesti Str. Pictor Nicolae Grigorescu nr. 37A Arges 0248224407 - 0248224406 - 0248224407 553 EREMIA GRIGORESCU Pitesti Str. Eremia Grigorescu, nr 41 Arges 0248224352 - 0248224350 - 0248224351 554 EXERCITIU Pitesti Str. Exercitiu, bloc A7 Arges 0248610220 - 0248610220 - 0248610223 555 NORD Pitesti Cartier Gavana, Str. Garlei bl. D3 Arges 0248280691 - 0248280691 - 0248286650 556 POIANA LACULUI Poiana Lacului Com. Poiana Lacului, nr 654 Arges 0248293113 - 0248293255 - 0248293285 557 RAZBOIENI Pitesti Com. Com.ercial, cartier Razboieni Arges 0248253978 - 0248253978 - 0248253958 558 SFANTA VINERI Pitesti Str. Sfanta Vineri, nr. 48 Arges 0248220491 - 0248220489 - 0248220490 559 CARLOVA Targoviste Bd. Independentei, nr. 24-25 Dambovita 0245216393 - 0245216311 - 0245216316 560 GAESTI Gaesti Str. 13 Decembrie, nr 34 Dambovita 0245713367 - 0245713367 - 0 561 TITU Titu Str. I.C Visarion bl.8 ap.2 parter Dambovita 0245651920 - 0245651920 - 0245651923

A-20 BRD-Groupe Société Générale S.A. No. Branch name City Address District/County Phone 562 LIVIU REBREANU Mioveni Bd. Dacia,bl. D1,parter Arges 0248260971 - 0248260971 - 0248260972 563 MARACINENI Maracineni Sat Maracineni, bl.2, parter Arges 0248278344 - 0248278344 - 0248278345 564 MIOVENI Mioveni Bd. Dacia, Bl. P22 Arges 0374208893 - 0248261810 - 0248260610 565 NEGRU VODA Campulung Muscel Str. Negru Voda nr. 121-125, bl. A9 Arges 0248510553 - 0248510583 - 0248510563 566 RUCAR Rucar Str. Brasovului nr.40 Arges 0248542900 - 0248542900 - 0248542811 567 ANTON PANN Ramnicu Valcea Str. Calea lui Traian, bloc S9 Valcea 0250711165 - 0250711125 - 0250711128 568 BABENI Babeni Str. Dragos Vranceanu nr. 165, C3, Valcea 0250765127 - 0250765555 - 0250765463 parter 569 FERDINAND Ramnicu Valcea Str. Mihai Eminescu, nr. 39A Valcea 0250711409 - 0250711409 - 0250713116 570 LAHOVARI Ramnicu Valcea Str. Calea lui Traian, bl. D4, parter Valcea 0250733009 - 0250733002 - 0250733003 571 OSTROVENI Ramnicu Valcea Str. Luceafarului nr 1, bl. A22 Valcea 0250714697 - 0250714754 - 0250710914 572 CALEA LUI TRAIAN Ramnicu Valcea Str. Calea lui Traian, nr.160, bl.21 Valcea 0250820138 - 0250820138 - 0250820136 573 CALIMANESTI Calimanesti Str. Calea lui Traian nr. 295, bl. 3, parter Valcea 0374209553 - 0250751776 - 0250751777 574 GOVORA Govora Str. Tudor Vladimirescu, nr 93, bl K Valcea 0374282238 - 0250770704 - 0250770419 575 HOREZU Horezu Str. Unirii nr. 12 Valcea 0250861538 - 0250861555 - 0 576 OLANESTI Baile Olanesti Aleea Trandafirilor, nr. 1 Valcea 0250775049 - 0250775049 - 0250775072 577 REGINA MARIA Ramnicu Valcea Str. Regina Maria, nr.5, blocJ Valcea 0374282487 - 0250732389 - 0250738414 578 DRAGOS VODA Pitesti Cartier Tudor Vladimirescu, Bl. U3, Arges 0248224493 - 0248224491 - 0248224493 parter 579 MUNTENIA Pitesti Str. Victoriei nr.89 Arges 0248218306 - 0248211687 - 0248218306 580 SMARDAN Pitesti Str. Smardan, bl. B2 Arges 0248252854 - 0248252866 - 0248252854 581 TOPOLOVENI Topoloveni Calea Bucuresti bl. P31a Arges 0374281142 - 0248666704 - 0248666060 582 ARGEDAVA Pitesti Bd. Petrochimistilor bl. B8 Arges 0248222633 - 0248222633 - 0248221595 583 BASCOV Bascov Com. Bascov, centru Arges 0248270111 - 0248270111 - 0248270121 584 DOBROGEANU GHEREA Pitesti Bd. Nicolae Balcescu, bl.sector 5 Arges 0248280044 - 0248280046 - 0248280044 585 GAVANA Pitesti Bd. 1 Decembrie 1918, bl.M3A Arges 0248286447 - 0248286648 - 0248286447 586 JOHN Pitesti Bd. Nicolae Balcescu, nr. 106 Arges 0248280251 - 0248280250 - 0248280251 587 POIENITA Pitesti Com. Trivale, Str. Libertatii Arges 0248271036 - 0248271033 - 0248271036 588 TARGUL DIN VALE Pitesti Str. Targul din Vale, nr. 12 Arges 0248220711 - 0248220711 - 0248220712 589 TEILOR Pitesti Str. Teilor nr.51 Arges 0248223227 - 0248223424 - 0248223227 590 TRIVALE Pitesti Cartier Trivale, Str. Libertatii bl. D1 Arges 0248271639 - 0248271259 - 0248271639 591 DRAGASANI Dragasani Str. Decebal bloc J Valcea 0250813400 - 0250813361 - 0250813362 592 RAMNICU VALCEA Ramnicu Valcea Str. General Praporgescu nr.18 Valcea 0250734360 - 0250734360 - 0250739460 593 TARGOVISTE Targoviste Str. Stelea nr.1 Dambovita 0374209461 - 0245217664 - 0245217653 594 PITESTI Pitesti Bd. Republicii nr. 69BIS Arges 0374158000 - 0248218803 - 0248218503 595 KAUFLAND TARGOVISTE Targoviste Str. Lt. Stancu Ion, nr. 2C Dambovita 0 - 0245213061 - 0245213066 596 EUROMALL Pitesti Calea Bucuresti, nr. 36, spatiul 137 Arges 0 - 0248257139 - 0248257140 597 KAUFLAND RAMNICU VALCEA Ramnicu Valcea Str. Gib Mihaescu nr 30 Valcea 0 - 0250737672 - 0 598 AUCHAN PITESTI Pitesti Com. Bradu, sat. Geamana Arges 0 - 0248615206 - 0248615207 599 KAUFLAND PITESTI Pitesti Str. Exercitiu, nr. 216 Arges 0 - 0248250140 - 0248250145 600 MARASESTI Marasesti Str. Republicii, nr. 105 Vrancea 0237260154 - 0237260154 - 0237260155 601 CIORANI Ciorani Sat Cioranii de Jos, nr. 1302bis Prahova 0374280383 - 0244462172 - 0 602 ADIACENT Ploiesti Str. Gheorghe Grigore Cantacuzino, Prahova 0244558055 - 0244558007 - 0 nr. 271 603 BAHLUIULUI Ploiesti Aleea Bahluiului nr. 16, bloc 162, scara D Prahova 0244582990 - 0244582990 - 0 604 BARIERA BUCURESTI Ploiesti Bd. Bucuresti, nr. 2B, bloc 15 A, etaj P Prahova 0 - 0374284570 - 0374284569 605 CANTACUZINO Ploiesti Str. Gheorghe Grigore Cantacuzino, Prahova 0244510901 - 0244510901 - 0 nr. 220 606 FILIPESTII DE PADURE Filipestii de Padure Str. Principala nr. 343 A, parter, Prahova 0 - 0374206597 - 0374206598 607 PLOIESTI VEST Ploiesti Str. Soldat Erou Moldoveanu Marian, Prahova 0374279778 - 0244583207 - 0 Com. Aurora Vest 608 BAICOI Baicoi Str. Republicii, nr. 9, bl. 27, parter, Prahova 0244268012 - 0244268012 - 0 SC C1 609 BOLDESTI-SCAENI Boldesti-Scaeni Calea Unirii nr. 48, bl. C1, ap. 4 Prahova 0374209357 - 0244210571 - 0 610 CAMPINA Campina Bd. Carol I, nr.17 A Prahova 0244336818 - 0244333838 - 0244336818 611 CAMPINITA Campina Bd. Carol I, nr. 8, bl. 1C, sc nr. 124 Prahova 0244376843 - 0244376821 - 0 612 PLOPENI Plopeni Bd. Independentei, nr. 8A, bl. 19A Prahova 0244220225 - 0244220225 - 0 613 VALENII DE MUNTE Valenii de Munte Str. Berevoiesti nr.1, bl.E9 Prahova 0244280209 - 0244280209 - 0 614 ALEEA CHIMIEI Ploiesti Str. Aleea Chimiei, nr. 3, bl. 59B Prahova 0374283798 - 0244510646 - 0 615 BARIERA BUCOV Ploiesti Str. Postei, nr. 77, bl. B2 Prahova 0244511161 - 0244511161 - 0 616 DEMOCRATIEI Ploiesti Str. Democratiei nr 73, bl O8 Prahova 0244574527 - 0244574527 - 0 617 HALELE CENTRALE Ploiesti Str. Grivitei nr. 2, bl. H Prahova 0244522640 - 0244522640 - 0 618 NICHITA STANESCU Ploiesti Str. Mihai Eminescu nr. 28A Prahova 0244592750 - 0244592750 - 0 619 BERCA Berca Com. Berca Buzau 0238526637 - 0238526637 - 0238526342 620 NEHOIU Nehoiu Str. Mihai Viteazu, nr. 10 Buzau 0238555146 - 0238555146 - 0 621 PATARLAGELE Patarlagele Bl. A2-A3 Buzau 0374279740 - 0238550201 - 0

A-21 BRD-Groupe Société Générale S.A. No. Branch name City Address District/County Phone 622 POGOANELE Pogoanele Str. Nicolae Balcescu nr. 95, C1 Buzau 0238552101 - 0238552101 - 0238552103 623 RAMNICU SARAT Ramnicu Sarat Str. Mare nr. 95-101 Buzau 0238563100 - 0238563310 - 0238563770 624 TOAMNEI Ramnicu Sarat Str. Mihail Kogalniceanu, bl. 3A, et. P Buzau 0374289051 - 0374289052 - 0 625 ALEXANDRU VLAHUTA Focsani Bd. Bucuresti nr.27 Vrancea 0237212050 - 0237212050 - 0 626 DUILIU ZAMFIRESCU Focsani Bd. Unirii, nr. 21 Vrancea 0237220081 - 0237220081 - 0237220080 627 FLORENTIN DELMAR Focsani Str. Brailei nr. 47A/2 Vrancea 0237213290 - 0237213291 - 0 628 GHEORGHE PASTIA Focsani Bd. Independentei, nr. 19-21 Vrancea 0237220038 - 0237220031 - 0 629 MILCOV Focsani Bd. Unirii , nr 69 Vrancea 0237210144 - 0237210190 - 0 630 ODOBESTI Odobesti Str. Stefan cel Mare, nr. 40, bl. G, parter Vrancea 0374282443 - 0237675243 - 0 631 CRANG Buzau Bd. Maresal Averescu, nr. 69 Buzau 0238715725 - 0238715725 - 0 632 CUZA VODA Buzau Str. Cuza Voda nr. 1-3 Buzau 0238726592 - 0238726591 - 0 633 ISTRITA Buzau Str. Unirii bl E8 Buzau 0238726542 - 0238726540 - 0238726542 634 MAGURA Buzau Str. Unirii, Bl. H2 Buzau 0238726707 - 0238726707 - 0 635 MARGHILOMAN Buzau Str. Dorobanti, bl 11C Buzau 0238715341 - 0238725540 - 0 636 STADIONULUI Buzau Cartier Micro XIV, Bd. Stadionului, Buzau 0374288818 - 0238717630 - 0 bl. 21A 637 CAMELIEI Ploiesti Str. Cameliei, nr. 12, C1, lotul 1 Prahova 0244567120 - 0244567120 - 0 638 CARAGIALE Ploiesti Sos. Nordului, nr. 1A Prahova 0244567900 - 0244567900 - 0 639 MALU ROSU Ploiesti Str. Malu Rosu nr. 101, bl. B2 Prahova 0244585509 - 0244585509 - 0 640 MERCUR MALL Ploiesti Piata Victoriei nr.1 Prahova 0 - 0244517131 - 0244517180 641 REPUBLICII Ploiesti Bd. Republicii nr.179, bl.10F Prahova 0244567637 - 0244567504 - 0 642 TOMA CARAGIU Ploiesti Bd. Republicii, nr. 118, bl. 15A Prahova 0244598090 - 0244598090 - 0 643 AZUGA Azuga Str. Victoriei, nr. 79(fost 73), bl. 13 Prahova 0244326450 - 0244326450 - 0 644 BREAZA Breaza Str. Republicii bl N12 Prahova 0244340720 - 0244340720 - 0 645 BUSTENI Busteni Bd. Libertatii, nr.154, ap.1 Prahova 0244323722 - 0244320640 - 0244321850 646 COMARNIC Comarnic Str. Republicii, nr. 98-100 Prahova 0244390058 - 0244390058 - 0 647 SINAIA Sinaia Bd. Carol I, nr. 8 Prahova 0374283743 - 0244311001 - 0244311016 648 ADJUD Adjud Bd. Republicii nr. 30, bl 88 Vrancea 0237645000 - 0237645000 - 0237640505 649 MIZIL Mizil Str. Nicolae Balcescu, bl 43C Prahova 0374288824 - 0244250500 - 0 650 PANCIU Panciu Str. Nicolae Titulescu, bl.5, parter Vrancea 0237275776 - 0237275500 - 0237275775 651 URLATI Urlati Str. 1 Mai nr. 72, bl. 72, sc. A, parter Prahova 0244272144 - 0244272143 - 0 652 UNIVERSITATEA DE PETROL SI GAZE Ploiesti Bd. Bucuresti, nr 39 Prahova 0244574809 - 0244574808 - 0 653 BUZAU Buzau Str. Prelungirea Democratiei nr. 2 Buzau 0238720064 - 0238710822 - 0238723959 654 FOCSANI Focsani Str. M. Kogalniceanu, nr. 21 A Vrancea 0374209601 - 0237214510 - 0 655 PLOIESTI Ploiesti Str. Cuza Voda, nr. 8 Prahova 0244595605 - 0244595610 - 0244595606 656 KAUFLAND PLOIESTI Ploiesti Sos. Vestului nr 9 Prahova 0 - 0244583050 - 0 657 CARREFOUR FOCSANI Focsani Calea Moldovei, DN2 E85 nr.T49 Vrancea 0 - 0237230260 - 0 658 CARREFOUR PLOIESTI Blejoi Com. Blejoi Prahova 0374288079 - 0244435372 - 0 659 APULLUM Alba Iulia Bd. 1 Decembrie 1918, bl. M12 Alba 0258833194 - 0258833168 - 0258833169 660 CETATE Alba Iulia Bd. Transilvaniei nr. 16 Alba 0258834518 - 0258834518 - 0258834513 661 CUGIR Cugir Str. Alexandru Sahia nr. 28, bloc 8b Alba 0258751300 - 0258751240 - 0258751290 662 SEBES Sebes Str. Valea Frumoasei, bl. 2 Alba 0374279824 - 0258730789 - 0 663 AIUD Aiud Bd. Transilvaniei nr. 31, bloc A9 Alba 0258865759 - 0258865758 - 0 664 BLAJ Blaj Bd. Republicii nr. 5 Alba 0258710233 - 0258710233 - 0258710367 665 CAMPENI Campeni Str. Mestesugarilor, nr.2 Alba 0 - 0258771045 - 0258771048 666 OCNA MURES Ocna Mures Str. N. Iorga, nr. 4, Bl. 40 Alba 0258871573 - 0258870885 - 0 667 TEIUS Teius Str. Clujului, nr. 78P Alba 0374209379 - 0258852499 - 0258852560 668 AGNITA Agnita Piata Republicii, nr. 2 Sibiu 0374286969 - 0269513715 - 0 669 CISNADIE Cisnadie Str. Transilvaniei nr. 6A Sibiu 0269564520 - 0269563434 - 0269564520 670 COMPA Sibiu Str. Henri Coanda nr.8 Sibiu 0 - 0269202550 - 0269202551 671 EMIL CIORAN Sibiu Calea Dumbravii, bl.1 Sibiu 0269252033 - 0269252030 - 0269252031 672 VASILE AARON Sibiu Str. Semaforului, nr 15 ap II Sibiu 0 - 0269202560 - 0269202561 673 AVRIG Avrig Str. Gheorghe Lazar nr. 8B Sibiu 0269523240 - 0269523240 - 0269523227 674 HIPODROM Sibiu Bd. Mihai Viteazu, nr.11 Sibiu 0269230170 - 0269230170 - 0 675 OCTAVIAN GOGA Sibiu Str. Bihorului, bl 15 Sibiu 0269227013 - 0269226985 - 0269225008 676 TALMACIU Talmaciu Str. Piata Textilistilor, bloc 2 Sibiu 0269555587 - 0269555587 - 0269555630 677 VALEA AURIE Sibiu Str. Poiana, nr 11, bl 32 Sibiu 0269246021 - 0269245090 - 0269246021 678 CALAN Calan Piata Libertatii nr. 5A Hunedoara 0254734113 - 0254734113 - 0254734114 679 CORVINUL Hunedoara Bd. Libertatii nr. 8 Hunedoara 0254712311 - 0254712311 - 0254711191 680 HATEG Hateg Str. Horea nr. 5 Hunedoara 0254777942 - 0254777942 - 0254777943 681 HUNEDOARA Hunedoara Com. Gambrinus, Bd. Dacia nr.6bis Hunedoara 0254740034 - 0254740023 - 0 682 IANCU DE HUNEDOARA Hunedoara Bd. Dacia nr. 33, bloc 8 Hunedoara 0254712410 - 0254712410 - 0254710412 683 LUPENI Lupeni Bd. Pacii nr. 1 Hunedoara 0254562219 - 0254562217 - 0254562218 684 PARANG Petrosani Str. Aviatorilor, bl. 34 Hunedoara 0254540342 - 0254540342 - 0254540344 685 PETRILA Petrila Str. Tudor Vladimirescu, bl. 36B Hunedoara 0254550241 - 0254550241 - 0254550242

A-22 BRD-Groupe Société Générale S.A. No. Branch name City Address District/County Phone 686 PETROSANI Petrosani Str. 1 Decembrie 1918, nr.79 Hunedoara 0374280107 - 0254547791 - 0254543234 687 VULCAN Vulcan Str. Mihai Viteazu nr. 24, bl. 17A Hunedoara 0254570441 - 0254570441 - 0254570443 688 BALCESCU Sibiu Str. Nicolae Balcescu nr. 39 Sibiu 0 - 0269202530 - 0269202531 689 HERMANN OBERTH Medias Str. Calafat nr 8 Sibiu 0269833144 - 0269833030 - 0269833122 690 MEDIAS Medias Str. Mihai Eminescu nr. 1 Sibiu 0374209500 - 0269846093 - 0269843441 691 TEREZIAN Sibiu Str. Lunga nr 65, bl 11 Sibiu 0 - 0269202540 - 0269202541 692 TURNISOR Sibiu Sos. Alba-Iulia, bloc 16 Sibiu 0269244328 - 0269244327 - 0269244328 693 BRAD Brad Str. Republicii, bl. 6 Hunedoara 0254613705 - 0254613704 - 0254613705 694 ORASTIE Orastie Str. Eroilor, bl. C2 Hunedoara 0254244025 - 0254244026 - 0 695 PALIA Orastie Str. Unirii, bl. 5, parter, spatiul nr. 6 Hunedoara 0254240071 - 0254240071 - 0254240072 696 RETEZAT Deva Str. Mihai Eminescu, bl. 31 Hunedoara 0254221713 - 0254221713 - 0254221715 697 RUSCA Deva Bd. Decebal, bl. D, spatiul Com.ercial 1 Hunedoara 0254220016 - 0254220016 - 0254220018 698 SARMIS Deva Bd. Iuliu Maniu, bl. L1 Hunedoara 0254223811 - 0254223811 - 0254223855 699 SIMERIA Simeria Str. Avram Iancu, bl. 7 Hunedoara 0254262214 - 0254262213 - 0254262214 700 ULPIA Deva Calea Zarandului, bl. 43, sc. E Hunedoara 0254220057 - 0254220057 - 0254220059 701 ALBA IULIA Alba Iulia Str. Ardealului nr.2, bl. 31B-31C Alba 0258806640 - 0258806640 - 0 702 DEVA Deva Piata Operei nr. 7 Hunedoara 0254206493 - 0254206760 - 0 703 SIBIU Sibiu Str. General Magheru nr. 55 Sibiu 0 - 0269202600 - 0 704 KAUFLAND HUNEDOARA Hunedoara Str. Avram Iancu, nr 9A Hunedoara 0 - 0254711077 - 0 705 BAND Band Com. Band, Str. Pacii nr.15/A Mures 0265428361 - 0265428361 - 0265428505 706 SARMASU Sarmasu Str. Republicii, nr. 102A Mures 0265421007 - 0265421002 - 0265421007 707 SAULIA Saulia de Campie Str. Garii nr. 62 Mures 0265435020 - 0265435020 - 0265435021 708 CORUND Corund Str. Principala nr. 592A Harghita 0266249070 - 0266249043 - 0266249070 709 CIUMANI Ciumani Com. Ciumani nr. 208 Harghita 0266351084 - 0266351083 - 0266351084 710 DITRAU Ditrau Str. Dealul Frumos, nr. 2/A Harghita 0266353217 - 0266353217 - 0266353314 711 SANDOMINIC Sandominic Sat. Sandominic, nr. 171 Harghita 0266336138 - 0266336135 - 0266336138 712 DEDA Deda Str. Principala nr. 94 Mures 0265556269 - 0265556200 - 0265556269 713 CARTIER MURESENI Targu Mures Str. Gh. Doja nr. 185/A, Mures 0265259415 - 0265259415 - 0265259417 714 DOMUS Targu Mures Bd. 1 Decembrie 1918, nr. 6 Mures 0265311058 - 0256311058 - 0256311059 715 TRANDAFIRILOR Targu Mures Piata Trandafirilor, nr. 27-30 Mures 0265264031 - 0265265584 - 0265264031 716 BRESLELOR Odorheiu Secuiesc Str. Breslelor, nr. 17, bl. C2, P/2, SC nr. 2 Harghita 0266216229 - 0266216229 - 0266216129 717 CENTRU Odorheiu Secuiesc Piata Primariei nr. 1 Harghita 0266216457 - 0266216457 - 0266216487 718 CRISTURU SECUIESC Cristuru Secuiesc Piata Libertatii nr. 24 Harghita 0266242094 - 0266242094 - 0266242024 719 ODORHEIU SECUIESC Odorheiu Secuiesc Str. Bethlen Gabor nr.57 Harghita 0266217020 - 0266219526 - 0 720 CUTEZANTEI Targu Mures Str. Cutezantei, nr. 11 Mures 0265257414 - 0265256050 - 0265256099 721 DAMBU Targu Mures Bd. 1848 nr 23 Mures 0374286373 - 0265251652 - 0265251653 722 PANDURILOR Targu Mures Bd. Pandurilor, nr. 52, ap. SP C5/2 Mures 0 - 0265220135 - 0265220136 723 PETRU MAIOR Targu Mures Str. Mihai Viteazu nr.31 Mures 0265211079 - 0265211057 - 0265211079 724 TUDOR VLADIMIRESCU Targu Mures Bd. 1 Decembrie 1918, nr. 221 Mures 0265257174 - 0265257174 - 0 725 VOINICENILOR Targu Mures Str. Voinicenilor, nr. 94 Mures 0265313325 - 0265313117 - 0265313325 726 GHEORGHENI Gheorgheni Piata Libertatii nr.6 Harghita 0374280119 - 0266365368 - 0 727 TOPLITA Toplita Str. Nicolae Balcescu, bl. F/II, SC 110 Harghita 0266343003 - 0266343003 - 0266343005 728 IERNUTENI Reghin Str. Iernuteni, nr. 12, nr. 149 Mures 0265513865 - 0265513865 - 0265513934 729 PATRIA Reghin Piata Petru Maior nr. 37 Mures 0265511458 - 0265511458 - 0265511578 730 REGHIN Reghin Str. Mihai Viteazu nr.18 Mures 0265511722 - 0265512310 - 0 731 LUDUS Ludus Bd. 1 Decembrie 1918 bl.17 sc.B parter Mures 0374280116 - 0265411952 - 0265411954 732 SIGHISOARA Sighisoara Str. Hermann Oberth, nr. 20 Mures 0265774102 - 0265774102 - 0 733 SOVATA Sovata Str. Principala nr. 187, bl. A-IV Mures 0265570061 - 0265570061 - 0265577982 734 TARNAVA Sighisoara Str. Mihai Viteazu, nr.99, bl 201-2C Mures 0265776700 - 0265776650 - 0265776700 735 TARNAVENI Tarnaveni Str. Republicii nr. 54 Mures 0265446175 - 0265446175 - 0265446204 736 FLORA Miercurea Ciuc Str. Kossuth Lajos nr 11/A Harghita 0266311689 - 0266311689 - 0266311874 737 FRATIEI Miercurea Ciuc Str. Tudor Vladimirescu, nr. 21 Harghita 0374289222 - 0266316112 - 0266316113 738 MIERCUREA CIUC Miercurea Ciuc Str. Marton Aron nr.36 Harghita 0266371367 - 0266371151 - 0 739 TARGU MURES Targu Mures Str. Calarasilor, nr. 11 Mures 0265207400 - 0265207410 - 0 740 AUCHAN TARGU MURES Targu Mures Str. Gheorghe Doja, nr. 243 Mures 0 - 0265326336 - 0265326337 741 KAUFLAND TARGU MURES Targu Mures Str. Gh. Doja nr. 64-68 Mures 0 - 0265268333 - 0265268277 742 LOVRIN Lovrin Nr. 206 Timis 0256381033 - 0256381033 - 0 743 SACALAZ Sacalaz Str. in Islazul Nou Timis 0256367612 - 0256367612 - 0 744 SAVARSIN Savarsin Com. Savarsin Arad 0257557517 - 0257557533 - 0 745 ANDREI SAGUNA Arad Piata Spitalului, bl. 2A Arad 0257212290 - 0257212230 - 0257212260 746 AUREL VLAICU Arad Str. Aurel Vlaicu, bl I-10, nr. 59-61, Arad 0257272540 - 0257272250 - 0257272540 ap 28/a 747 COMPLEX LEBADA Arad Calea Aurel Vlaicu, bl. Z28, sc. C, parter, Arad 0 - 0257348010 - 0257348011 ap. 26 748 FORTUNA Arad Calea Aurel Vlaicu, nr. 177, bl. 21 Arad 0257272171 - 0257272172 - 0257272173

A-23 BRD-Groupe Société Générale S.A. No. Branch name City Address District/County Phone 749 NADLAC Nadlac Str. Independentei nr. 47, ap 26 Arad 0257474110 - 0257474175 - 0257474110 750 PECICA Pecica Nr. 1470, bloc PETROL, ap. 5 Arad 0374209676 - 0257468884 - 0 751 BARNUTIU Timisoara Str. Simion Barnutiu nr.62 Timis 0374289256 - 0256288002 - 0256219151 752 BEGA Timisoara Str. General Dragalina nr. 43 Timis 0256499546 - 0256499319 - 0256499562 753 GIARMATA Ghiroda Str.Aeroport, nr.2 Timis 0 - 0256386101 - 0 754 ION BARAC Timisoara Str. Ion Barac nr. 15/A, SC B Timis 0256218129 - 0256218127 - 0256218129 755 PIATA IOZEFIN Timisoara Bd. Regele Carol I nr.28 Timis 0256212042 - 0256212042 - 0256212043 756 PIATA MARIA Timisoara Bd. 16 Decembrie 1989 nr. 6, parter Timis 0256201680 - 0256201683 - 0256201682 757 STEFAN OCTAVIAN IOSIF Timisoara Str. Stefan Octavian Iosif, nr. 1 Timis 0256225016 - 0256225004 - 0256225016 758 TIMOCULUI Timisoara Str. Timocului nr. 2 Timis 0256435513 - 0256435513 - 0256435502 759 BUREBISTA Timisoara Str. Zborului, nr. 8 Timis 0256244582 - 0256244582 - 0256244569 760 GHEORGHE LAZAR Timisoara Str. Gheorghe Lazar nr. 40 Timis 0256227407 - 0256227407 - 0256227409 761 JIMBOLIA Jimbolia Bd. Republicii nr. 37, ap. 3 Timis 0256361166 - 0256361115 - 0256361166 762 SANNICOLAU MARE Sannicolau Mare Str. Timisorii nr. 2A Timis 0374279823 - 0256370869 - 0 763 CALEA BUZIASULUI Timisoara Calea Buziasului nr. 32 Timis 0256222267 - 0256222267 - 0256222268 764 CALEA MARTIRILOR Timisoara Str. Calea Martirilor nr 62 Timis 0256486215 - 0256486210 - 0256486209 765 CIPRIAN PORUMBESCU Timisoara Str. Ciprian Porumbescu nr. 2 Timis 0256499512 - 0256499512 - 0256499526 766 MARESAL AVERESCU Timisoara Str. Maresal Averescu nr. 70 Timis 0256220502 - 0256220502 - 0256220504 767 SUDULUI Timisoara Bd. Sudului nr 12, bl 71B Timis 0256486271 - 0256486270 - 0256486271 768 16 DECEMBRIE Timisoara Str. 16 Decembrie 1989 nr. 71 Timis 0256217496 - 0256217925 - 0256217508 769 BANAT Timisoara Bd. Dambovita, nr 53 Timis 0256249120 - 0256249120 - 0256249121 770 CALEA SAGULUI Timisoara Calea sagului, nr 70, nr.1, scara A Timis 0256217647 - 0256217647 - 0256217644 771 CIACOVA Ciacova Casa cu nr. 635 nou, 650 vechi Timis 0256399683 - 0256399683 - 0256399578 772 DETA Deta Str. Republicii nr.5 Timis 0256390027 - 0256390017 - 0256390027 773 GATAIA Gataia Str. Republicii nr. 84/A/1 Timis 0256410830 - 0256410830 - 0256410832 774 GAVRIL MUSICESCU Timisoara Str. Mures nr. 1C Timis 0256444079 - 0256444084 - 0256444079 775 ANA ASLAN Timisoara Bd. Cetatii nr. 7-9 Timis 0256443362 - 0256443367 - 0256443368 776 BOGDANESTILOR Timisoara Calea Bogdanestilor, nr. 2 Timis 0256242254 - 0256242254 - 0256242290 777 CONTINENTAL Timisoara Str. Proclamatia de la Timisoara nr. 5 Timis 0256201704 - 0256201729 - 0256201704 778 EMINESCU Timisoara Str. Nicolae Paulescu nr.3 Timis 0256274823 - 0256274823 - 0256274820 779 LISABONA Timisoara Str. Lisabona, nr. 2 Timis 0256474050 - 0256474050 - 0 780 BUZIAS Buzias Str. Principala nr 31, bl B1 Timis 0256321092 - 0256321092 - 0256321033 781 FAGET Faget Calea Lugojului nr.49-51 Timis 0 - 0256320090 - 0256320086

782 ION HUNIADE Lugoj Str. Ion Huniade nr. 5, Ap. 43⁄4 Timis 0256355250 - 0256355254 - 0256355250 783 LUGOJ Lugoj Str. Cuza Voda, nr. 7 Timis 0256355443 - 0256355344 - 0256351070 784 RECAS Recas Str. Principala nr. 963 Timis 0256331044 - 0256331045 - 0256331044 785 BOEMIA Timisoara Calea Aradului, nr. 30, sc. A Timis 0256242329 - 0256242329 - 0256242351 786 DAVILA Timisoara Str. Divizia nr. 9 Cavalerie nr. 68 Timis 0256282013 - 0256282013 - 0256282015 787 DUMBRAVITA Dumbravita Str.Alexandru Petofi nr.54 Timis 0374209537 - 0256222472 - 0256222473 788 MEHALA Timisoara Bd. Cetatii, nr. 77 Timis 0256227485 - 0256227495 - 0256227485 789 SEVER BOCU Timisoara Calea Sever Bocu nr. 45, bl. 36 Timis 0256210465 - - 790 TORONTALULUI Timisoara Str. Torontalului nr. 10, parter Timis 0256445501 - 0256445501 - 0256445527 791 TRAIAN VUIA Timisoara Calea Aradului nr. 103 Timis 0374283811 - 0256242304 - 0256242380 792 CHISINEU CRIS Chisineu Cris Str. Infratirii nr. 81-83, bl. E-1 Arad 0257350771 - 0257350771 - 0257350797 793 CURTICI Curtici Str. Primariei nr. 58 / Str. Revolutiei Arad 0257465815 - 0257465815 - 0257465805 nr. 54 794 INEU Ineu Str. Decebal nr. 1, bl.14-b, ap. 17 Arad 0257511881 - 0257511881 - 0 795 PANCOTA Pancota Str. Tudor Vladimirescu nr. 39 Arad 0374287193 - 0257466449 - 0257466454 796 PETRU RARES Arad Str. Petru Rares nr. 26 Arad 0257211384 - 0257211384 - 0257211366 797 SEBIS Sebis Str. Victoriei, bloc D2, parter Arad 0374205865 - 0374205865 - 0374205866 798 VASILE GOLDIS Arad Cartier Micalaca, Calea Radnei, bl. 108A Arad 0374282515 - 0257225050 - 0257225051 799 CALEA TIMISORII Arad Calea Timisorii nr. 49, ap. 7 Arad 0257212611 - 0257212610 - 0257212611 800 DRAGALINA Arad Str. Dragalina nr. 38, ap 43 Arad 0257211696 - 0257211696 - 0257211676 801 IOAN SLAVICI Arad Bd. Revolutiei, nr. 97 Arad 0257214290 - 0257214281 - 0257214290 802 LIPOVA Lipova Str. Nicolae Balcescu, nr. 13, ap. III Arad 0257563007 - 0257563007 - 0257563117 803 VLADIMIRESCU Tudor Vladimirescu Str. Progres, nr.77,bl.A1,A2,A3,ap.7-8 Arad 0257515302 - 0257515302 - 0257515303 804 ZARAND Arad Micalaca, bl 338 Arad 0257219660 - 0257219660 - 0257219850 805 ZIRIDAVA Arad Str. Crisan nr. 1-3 Arad 0257212980 - 0257212380 - 0257212606 806 FACULTATEA DE ELECTROTEHNICA Timisoara Str. Vasile Parvan nr. 2 Timis 0256272803 - 0256272803 - 0 807 TINERETULUI Timisoara Bd. Vasile Parvan, Caminul 12 Timis 0256274819 - 0256274819 - 0256274817 808 ARAD Arad Bd. Revolutiei, nr. 5-7 Arad 0257207200 - 0257207200 - 0 809 TIMISOARA Timisoara Str. Socrates, nr. 1 Timis 0256302000 - 0256302089 - 0 810 KAUFLAND ARAD Arad Str. Banu Maracine Arad 0 - 0257338601 - 0257338602 811 KAUFLAND TIMISOARA Timisoara Str. Gheorghe Lazar nr 26 Timis 0 - 0256226674 - 0256226595 812 ALMASUL Bucuresti Sos. Giurgiului nr.129, bl.A2 Sector 4 0216292949 - 0216292929 - 0216292940

A-24 BRD-Groupe Société Générale S.A. No. Branch name City Address District/County Phone 813 BERCENI Bucuresti Str. Ion Iriceanu, nr. 20, bl. 132 Sector 4 0213349193 - 0213349190 - 0213349191 814 MARIE CURIE Bucuresti Str. C. Brancoveanu nr 4, bl 12A, parter Sector 4 0213323600 - 0213321800 - 0213323600 815 OBREGIA Bucuresti Bd. Obregia nr.35, bl.35 Sector 4 0374283156 - 0214602549 - 0214302540 816 POLIVALENTA Bucuresti Sos. Oltenitei nr.52, bl.7A Sector 4 0213322381 - 0213322308 - 0 817 SERBAN VODA Bucuresti Calea serban Voda, nr 232 Sector 4 0213361050 - 0213361050 - 0213361051 818 SINCAI Bucuresti Bd. Tineretului nr.1 Sector 4 0374279771 - 0213310958 - 0213310959 819 13 SEPTEMBRIE Bucuresti Calea 13 Septembrie nr.116, Bloc 58 Sector 5 0214110142 - 0214110990 - 0214110991 820 CALEA CALARASILOR Bucuresti Calea Calarasilor nr 177, bl 45 Sector 3 0213221043 - 0213221041 - 0213221043 821 CAROL Bucuresti Bd. Pache Protopopescu nr. 25 Sector 2 0213308014 - 0212527112 - 0212527114 822 PIATA CONSTITUTIEI Bucuresti Bd. Libertatii nr.4bl.117 parter Sector 4 0213194521 - 0213194521 - 0213194522 823 VASILE LASCAR Bucuresti Str. Vasile Lascar nr. 118-120 Sector 2 0213324525 - 0212104444 - 0212104450 824 NERVA TRAIAN Bucuresti Str. Nerva Traian nr. 14, bl. M36, tr 1 Sector 3 0 - 0213234441 - 0213234442 825 PIATA ALBA IULIA Bucuresti Piata Alba Iulia nr. 3, bloc 12 parter Sector 3 0213152013 - 0213152011 - 0 826 PREVEDERII Bucuresti Str. Prevederii, nr. 13A, bl. M1C Sector 3 0213481068 - 0213481061 - 0213481067 827 THEODOR PALLADY Bucuresti Bd. Theodor Pallady, nr 2, bl. M2A Sector 3 0213482676 - 0213482668 - 0213482669 828 VITAN Bucuresti Calea Vitan, nr. 213-215, bl. 20 Sector 3 0213441535 - 0213441100 - 0213441171 829 BABA NOVAC Bucuresti Str. Baba Novac, nr 13A, bloc 2 Sector 3 0213243360 - 0213243175 - 0213243277 830 BRANCUSI Bucuresti Str. Constantin Brancusi nr 13 Sector 3 0213249954 - 0213249953 - 0213249954 831 CAMIL RESSU Bucuresti Sos. Mihai Bravu, nr. 309, lot. 2 Sector 3 0213461610 - 0213461610 - 0213461614 832 DRISTOR Bucuresti Sos. Mihai Bravu nr.302-304, bl.13 Sector 3 0213233360 - 0213233360 - 0213233361 833 HURMUZACHI Bucuresti Bd. Decebal nr.22, bl.S2B Sector 3 0213216980 - 0374283633 - 0374283637 834 MIHAI BRAVU Bucuresti Sos. Mihai Bravu, nr.305, bl14A-14B Sector 3 0213444166 - 0213444129 - 0213444166 835 MINIS Bucuresti Aleea Barajul Dunarii, nr. 10, bl. CA9 Sector 3 0213401070 - 0213401035 - 0213401065 836 AMIRO Bucuresti Sos. Berceni, nr. 15-17, bl. 16-17 Sector 4 0213321233 - 0213321216 - 0213321226 837 DRUMUL GAZARULUI Bucuresti Sos. Giurgiului, nr. 121, bl. 5 Sector 4 0214508116 - 0214508110 - 0214508116 838 PARCUL TINERETULUI Bucuresti Calea Vacaresti nr. 276, bl. 63, parter Sector 4 0212104465 - 0213308014 - 0213308016 839 POLICOLOR Bucuresti Bd. Theodor Pallady, nr. 47, sector 3 Sector 3 0374209366 - 0213454036 - 0213454059 840 POPESTI-LEORDENI Popesti-Leordeni Sos. Oltenitei nr. 23, bl. M1, parter, lot 1 Ilfov 0 - 0213614425 - 0213614447 841 VACARESTI Bucuresti Sos. Oltenitei, nr.121, bl. 33 Sector 4 0374207368 - 0213321830 - 0213320933 842 PIATA ROSETTI Bucuresti Piata Rosetti, nr. 6, incaperile 1-5 Sector 2 0374289973 - 0374282807 - 0374282808 843 DECEBAL Bucuresti Bd. Unirii nr.64, bl. K4, scara 3 si 4 Sector 3 0 - 0213190027 - 0213190028 844 UNIREA Bucuresti Bd. Vintila Voda, nr. 2, bloc E1 Sector 3 0213209834 - 0213209836 - 0213209837 845 AUCHAN TITAN Bucuresti Bd. 1 Decembrie 1918 nr. 33A Sector 3 0 - 0213452216 - 0213452271 846 CARREFOUR VITAN Bucuresti Sos. Vitan-Barzesti nr. 7A, C2, sector 4 Sector 4 0 - 0213169058 - 0213169059 847 AMARA Amara Str. Tudor Vladimirescu nr. 85 Ialomita 0243266111 - 0243266190 - 0 848 BORCEA Borcea Com. Borcea Calarasi 0242340136 - 0242340174 - 0 849 CAZANESTI Cazanesti Oras Cazanesti Ialomita 0243264206 - 0243264206 - 0 850 DOBROTESTI Dobrotesti Nr. 184bis Teleorman 0247336844 - 0247336847 - 0 851 DRAGANESTI VLASCA Draganesti Vlasca Sat Draganesti Vlasca, Str. E 70 Teleorman 0247440028 - 0247440028 - 0 852 FUNDULEA Fundulea Str. Mihail Kogalniceanu, nr. 16 Calarasi 0242642118 - 0242642118 - 0242642119 853 ORBEASCA DE JOS Orbeasca de Jos Com. Orbeasca Teleorman 0247430054 - 0247430053 - 0 854 PERETU Peretu Sat Peretu, Str. Sosea Deal nr. 260A Teleorman 0247327285 - 0247327284 - 0 855 PIATRA Piatra Nr. 1293bis Teleorman 0247361041 - 0247361041 - 0247361042 856 TIGANESTI Tiganesti Com. Tiganesti Teleorman 0247320218 - 0247320217 - 0247320218 857 BOLINTIN VALE Bolintin Vale Str. Republicii, bl. B6 Giurgiu 0246270552 - 0246270531 - 0246270539 858 CARPATI Alexandria Str. Bucuresti, bl. K7 Teleorman 0247310125 - 0247310115 - 0247310116 859 FETESTI Fetesti Str. Calarasi, Com. Miorita Ialomita 0243365995 - 0243364496 - 0243365995 860 IONEL PERLEA Slobozia Bd. Matei Basarab nr. 11 Ialomita 0243231090 - 0243231090 - 0243231091 861 MARIN PREDA Alexandria Str. Dunarii, bl. M3, sc. A Teleorman 0247316806 - 0247316802 - 0247316805 862 MATEI BASARAB Slobozia Str. Matei Basarab nr 57, bl T, sc A Ialomita 0374283279 - 0243206015 - 0 863 MIRCEA VODA Calarasi Str. Prelungirea Bucuresti, nr 24, bl.M19 Calarasi 0242331204 - 0242331204 - 0242332371 864 OLTENITA Oltenita Bd. Republicii nr.39 Calarasi 0374283051 - 0242515816 - 0242513178 865 ROSIORII DE VEDE Rosiorii de Vede Str.Dunarii, bloc K1-K2 Teleorman 0247461124 - 0247461121 - 0247461124 866 TANDAREI Tandarei Str. Bucuresti, bl. 52H, parter Ialomita 0243270522 - 0243270522 - 0243270532 867 TUDOR VIANU Giurgiu Sos. Bucuresti, bl. 47/3D1 Giurgiu 0246231046 - 0246231041 - 0246231042 868 TURNU MAGURELE Turnu Magurele Str. Republicii, bloc C3 Teleorman 0374201007 - 0247416466 - 0247416741 869 URZICENI Urziceni Calea Bucuresti nr.58, bl. 49 Ialomita 0243255822 - 0243251799 - 0243255694 870 VIDELE Videle Sos. Giurgiului, Com. ‘‘Stejarul’’ Teleorman 0374283378 - 0247453164 - 0247453167 871 ZIMNICEA Zimnicea Str. Eroilor nr.44 Teleorman 0247366460 - 0247366460 - 0247367776 872 CALARASI Calarasi Str. Flacara nr. 65 Calarasi 0242312003 - 0242313786 - 0242312003 873 GIURGIU Giurgiu Str. Vasile Alecsandri bl. 4/300 Giurgiu 0374289944 - 0246214788 - 0246211490 874 SLOBOZIA Slobozia Bd. Chimiei nr.11 Ialomita 0243230069 - 0243231800 - 0243231001 875 ALEXANDRIA Alexandria Str. Confederatiei nr.4 Teleorman 0247314572 - 0247311372 - 0247317558

A-25 APPENDIX B—INFORMATION NOT APPLICABLE TO THE PROSPECTUS UNDER REGULATION (EC) NO. 809/2004 The following points from Annexes 1, 3 and 10 to the Regulation (EC) no. 809/2004 are not applicable to the Prospectus:

Annex 1: points 2.2.; 6.1.2.; 6.3.; 8.2.; 10.4; 11; 13; 14.1. para. 3, letter (b) and (c); 14.2. para. 2 and 3; 19. para. 2; 20.1. para. 3; 20.4.2; 20.5.1. letter (a); 21.1.2.; 21.1.4.; 21.1.5.; 21.1.6.; 21.2.6.; 23.1. Annex 3: points 4.5.; para. 6 and 7; 4.10; 5.2.2.; 5.3.4.; 7.; 9.2; 10.1; 10.3 Annex 10: points 2.2.; 6.1.2.; 6.3.; 10.4.; 10.5.; 11; 13; 20.1. para. 3; 20.1.a.; 20.3.2; 21.1.2; 21.1.4; 21.1.5.; 21.1.6.; 21.2.6.; 23.1.; 27.15.; 27.16.2; 27.17.3; 28.12.

B-1 THE COMPANY Societatea Comerciala˘ de Distribu˛tie ¸si Furnizare a Energiei Electrice ‘‘ELECTRICA’’ S.A. 9 Grigore Alexandrescu Street 1st District Bucharest Romania JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS Citigroup Global Markets Limited Raiffeisen Bank S.A. Société Générale Corporate and Investment Banking MANAGER BRD—Groupe Société Générale DISTRIBUTION AGENT SSIF Swiss Capital S.A. LEGAL ADVISERS TO THE COMPANY As to US and English Law As to Romanian Law Allen & Overy LLP Radu Tar˘ acil˘ a˘ Padurari˘ Retevoescu (RTPR) SCA Haus am Opernturm in association with Allen & Overy LLP Bockenheimer Landstraße 2 Charles de Gaulle Plaza, 5th floor 60306 Frankfurt am Main 15 Charles de Gaulle Square Germany 1st District 011857 Bucharest Romania LEGAL ADVISERS TO THE MANAGERS As to US and English Law As to Romanian Law Paul Hastings LLP Mu¸sat & Asocia¸tii Ten Bishops Square 43 Aviatorilor Boulevard Eighth Floor 1st District London E1 6EG 011853 Bucharest United Kingdom Romania LEGAL ADVISERS TO THE DEPOSITARY As to US and English Law As to Romanian Law Clifford Chance LLP Clifford Chance Badea SCA 10, Upper Bank Street Strada Academiei nr. 28-30, sector 1 London E14 5JJ Bucuresti, 010016 United Kingdom Romania INDEPENDENT AUDITORS KPMG Audit SRL Victoria Business Park DN1 69-71 Bucuresti-Ploiesti Road 1st District 013685 Bucharest Romania DEPOSITARY The Bank of New York Mellon 101 Barclay Street New York, NY 10286 United States of America CUSTODIAN Raiffeisen Bank S.A. Bucharest Operational Center 246C Calea Floreasca 1st District 014476 Bucharest Romania Merrill Corporation Ltd, London 14ZBT17701