Hidroelectrica announces the publication of the Prospectus and the start of the Offer Period

Hidroelectrica announces the approval by the Financial Supervisory Authority (ASF) and the publication of the prospectus for the initial public offer carried out by Fondul Proprietatea in relation to the existing ordinary shares of the company and also the beginning of the Offer period. The company will submit an application for the admission to trading of its shares on the regulated market of the Bucharest Stock Exchange.

Offer details:

• The indicative range of the Offer Price was set between 94 RON and 112 RON per Offered Share (“Offer Price Range”), which corresponds to a market capitalization of 42.3 billion RON to 50.4 billion RON RON (from EUR 8.5 billion to EUR 10.2 billion).

• The anticipated level of the Offer, including any Over-Allocation Option (as defined below) is up to 89,708,177 Offered Shares to be sold by Fondul Proprietatea S.A., representing up to its entire participation of 19.94 % of the issued share capital of Hidroelectrica.

• The company will not carry out a capital increase in the context of the Offer and will not benefit in any way from the funds obtained as a result of the Offer.

• Three groups of Romanian institutional investors (“Principal Investors”) have agreed to be the principal investors in the Offer and have entered into an investment agreement with the Company and the Selling Shareholder. The Principal Investors have committed to purchase a total of 2.24 billion RON in shares at the Final Offer Price, subject to certain customary conditions.

• The initial public offering will consist of a public offering addressed to retail and institutional investors in Romania, as well as an offer addressed to eligible international institutional investors.

• The Offer Period is expected to begin on June 23, 2023 and is expected to end no later than July 4, 2023 at 12 noon (local time). The Offer Price and the exact number of Shares Offered for sale will be determined following the book building process within the Offer Period and are expected to be announced on or about July 5, 2023. Settlement is expected to take place on or around July 10, 2023. Admission and commencement of trading on the BSE is expected to take place around July 12, 2023.

• Retail investors are entitled to a 3% discount from the Offer Price for those purchase orders that were registered during the first five business days of the Offer Period. The Offer Shares subscribed for in the retail tranche beginning on the sixth business day of the Offer Period will be sold to retail investors at the Offer Price.

• Retail investors can subscribe to Băncii Comerciale Române S.A., BRD – Groupe Societe Generale S.A., BT Capital Partners S.A. units. and of Banca Transilvania, Swiss Capital S.A. and of the eligible participants found on the list published on the BVB website. Additional information is available on the websites of the banks mentioned.

• Immediately after the Admission, the Company’s shares will be included in the BET index of the BVB.

• The Selling Shareholder has granted the Joint Global Coordinators an option (the “Over-Allotment Option”), representing up to 15% of the Offered Shares, which can be exercised within 30 calendar days of Admission.

• The Company and the Fund will be subject to a prohibition on the disposal of the Company’s shares for a period starting on June 22, 2023 and ending 180 days after the date of Admission, and the majority shareholder of the Company will be subject to a prohibition on the disposal of the Company’s shares for a period beginning on June 22, 2023 and ending 12 months after the date of Admission, subject to certain exceptions set forth in the Prospectus.

• The prospectus was approved by the ASF and is available on the websites of Hidroelectrica, Fondului Proprietatea and BVB: https://www.hidroelectrica.ro/, www.fondulproprietatea.ro, www.bvb.ro. Copies of the Prospectus will be provided upon request, during working hours at the Hidroelectrica headquarters, bld. Ion Mihalache, no. 15-17, floor 10 – 15, Bucharest, 011171, Romania.

• Citigroup Global Markets Europe AG, Erste Group Bank AG, Jefferies GMBH and Morgan Stanley Europe SE are acting as Joint Global Coordinators in connection with the Offer. Banca Comercială Română SA, Barclays Bank Ireland PLC, BofA Securities Europe SA, UBS Europe SE, UniCredit Bank AG, Milan Branch and WOOD & Company Financial Services act as Co-holders of the Subscription Register. Auerbach Grayson, BRD – Groupe Société Générale, S.S.I.F. BT Capital Partners S.A. and S.S.I.F. Swiss Capital S.A. are Coordinating Intermediaries (together, “Intermediaries”).

• Rothschild & Co Equity Market Solutions Limited is the Financial Adviser to the Fund and STJ Advisors is the Financial Adviser to the Company in connection with the Initial Public Offering.

Statement by Bogdan Badea, Executive Director of Hidroelectrica:

“We are delighted with the strong interest so far from investors and the positive feedback from them towards the evolution of the company. As a leader in electricity production in Romania, with a 100% renewable energy production portfolio, a solid growth history and a clear strategy focused on operational efficiency, business diversification and ensuring capital return, we believe that Hidroelectrica represents an offer very attractive for both Romanian and international investors.

We look forward to meeting, in the coming period, with potential investors, and to share with them the plans to capitalize on the special opportunities that we see in the local market, as Romania continues the process of energy transition.”