Preliminary assessment of the fourth payment request of Romania

to the Romanian Financial Supervisory Authority. Following the completion of the offering, 19.94% of the total issued share capital of Hidroelectrica is held by public investors and has been admitted to trading on the regulated market operated by the Bucharest Stock Exchange under the trading symbol H2O (Evidence No. 7). The Romanian State, acting through the Ministry of Energy, retained an 80.06% shareholding in Hidroelectrica.

Although the sale of shares was carried out by way of a secondary public offering, Romania submits that the Offering qualifies as an initial public offering (“IPO”), as it resulted in the first admission to trading of the shares of Hidroelectrica on the regulated market operated by BVB. This qualification is in line with Article 16(b) of national ASF Regulation No. 5/2018 on issuers of financial instruments and market operations, which treats as an initial public offering a transaction leading to the first admission to trading of an issuer’s shares on a regulated market. This concept is distinct from a “secondary issuance” within the meaning of Article 14 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the Prospectus Regulation), which concerns the simplified disclosure regime applicable to subsequent offers by already listed issuers (Evidence No. 6).

According to the evidence provided, Romania completed the listing of 19.94% of shares of Hidroelectrica, thus exceeding the goal of milestone 122 of 15% of shares required to be traded on the exchange.

4. Commission Preliminary Assessment: Satisfactorily fulfilled.

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