Preliminary assessment of the fourth payment request of Romania

Number and name of the Milestone: RO-C[C6]-R[R2.0]-M[122] Listing of at least 15% shares of Hidroelectrica on the exchange

Related Measure: RO-C[C6]- R[R2.0] Reforming corporate governance of state-owned companies in the energy sector

Time: Q2 2023

1. Context:

This reform aims at improving the corporate governance reform of state-owned enterprises in the energy sector. The reform consists in selections and appointments of management and supervisory board members on the basis of a transparent and competitive procedure.

Milestone 122 concerns the listing of at least 15% of Hidroelectrica’s shares on the stock exchange.

Milestone 122 is the second and last step of the reform concerning the corporate governance of state-owned enterprises (SOEs) in the energy sector. It was preceded by milestone 121 related to the selection and appointment of management boards of SOEs in the energy sector.

2. Evidence provided:

                        Name of the evidence                             Short description

   1          Cover note                                   Summary document duly justifying how the
                                                           milestone (including all the constitutive
                                                           elements) has been satisfactorily fulfilled.
   2          Copy of Decision No. 3 of 31 March 2022      The decision approves the starting of the
              taken by the Extraordinary General           listing process of Hidroelectrica shares on
              Assembly of Hidroelectrica.                  the Bucharest Stock Exchange.
   3          Copy of Decision No. 105 of 22 June 2023     The decision approves the offer prospectus
              taken by the Supervisory Board of            and its submission for approval to the
              Hidroelectrica.                              Financial Supervisory Authority.

   4          Copy of Decision ASF No. 641 of 22 June      The decision approves the prospectus of the
              2023 taken by the Authority for Financial    initial secondary public offer for the sale of
              Supervision.                                 shares of Hidroelectica.
   5          Copy of the offer prospectus approved by     Offer prospectus approved and referring to
              the Authority for Financial Supervision on   an offer for the sale by Fondul Proprietatea
              22 June 2023, and a link to the Bucharest    S.A. of some existing ordinary shares in the
              stock           exchange          website    share capital of Hidroelectrica S.A.
              “bvb.ro/offers/h2o/toprospecth2o”.
   6          Copy of Regulation No. 5, published in the   Regulation of the Financial Supervision
              Official Journal No. 478 of 11 June 2018,    Authority on issuers of financial instruments
              Part I, as amended by Regulation No.         and market operations.
              1/2020,     Regulation    No.    13/2021,

Regulation No. 2/2022, Regulation No. 6/2022 and Regulation No. 15/2024, last amended on 21 December 2024. It entered into force on 21 June 2018.

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