CSSF Luxemburg approves EMTN Prospectus

Societatea Energetica Electrica SA

29 October 2026

 

To:      Bucharest Stock Exchange (BVB)

London Stock Exchange (LSE)

Luxembourg Stock Exchange (LuxSE)

Financial Supervisory Authority of Romania (ASF)

Current report in compliance with Law 24/2017 on issuers of financial instruments and market operations, ASF Regulation no. 5/2018 on issuers of financial instruments and market operations, and the Bucharest Stock Exchange Corporate Governance Code

Report date: 29 October 2026

Company name: Societatea Energetica Electrica S.A. (Electrica or ELSA)

Headquarters: 9 Grigore Alexandrescu Street, 1^st District, Bucharest, Romania

Phone: [phone]

Fiscal Code: RO 13267221

Trade Register registration number: J2000007425408

Subscribed and paid-in share capital: RON 3,395,530,040

Regulated market where the issued securities are traded: Bucharest Stock Exchange (BVB: EL and EL30E), London Stock Exchange (LSE - ELSA and 51FL) and Luxembourg Stock Exchange (LuxSE - XS3111004241)

Significant events to be reported: Electrica establishes its €1,000,000,000 Euro Medium Term Note Programme and announces the approval of the Base Prospectus by the CSSF

Electrica informs its shareholders and investors that, on 29 October 2026, the Commission de Surveillance du Secteur Financier of Luxembourg (the "CSSF"), acting as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"), approved the base prospectus dated 29 October 2026 (the "Base Prospectus") relating to Electrica's €1,000,000,000 Euro Medium Term Note Programme (the "Programme").

The Programme was established on 29 October 2026, pursuant to the resolution of the Extraordinary General Meeting of Shareholders no. 1 of 29 April 2026 and the resolutions of the Board of Directors no. 15 of 29 June 2026 and no. 27 of 28 October 2026. Under the Programme, Electrica may, from time to time, issue notes (the "Notes") up to an aggregate principal amount outstanding at any time of €1,000,000,000 (or its equivalent in other currencies). Notes may not have a denomination of less than €100,000 (or its equivalent in another currency).

At the meeting of 28 October 2026, the Board of Directors further resolved that the timing of the first issuance of Notes under the newly established Programme will be decided at a later date, based on market conditions and subject to a further resolution of the Board of Directors approving the Final Terms of such issuance.

In connection with the Programme and any issue of Notes under it, Electrica has mandated Banca Comercială Română S.A. (member of Erste Group), BNP PARIBAS, Citigroup Global Markets Europe AG, ING Bank N.V., J.P. Morgan SE and UniCredit Bank GmbH as Arrangers and Dealers, and BofA Securities Europe SA, BT Capital Partners S.A. and Société Générale as Dealers.

The CSSF has been requested to provide the Financial Supervisory Authority of Romania (ASF) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Regulation. Application has been made to list Notes to be issued under the Programme on the official list of the Luxembourg Stock Exchange and to admit such Notes to trading on the regulated market of the Luxembourg Stock Exchange. Application may also be made for any Notes to be issued under the Programme to be admitted to trading on the regulated market of the Bucharest Stock Exchange, once issued.

Electrica has a BBB- Long-Term Issuer Default Rating with a stable outlook and a BBB- senior unsecured rating from Fitch Ratings Ireland Limited. Notes issued under the Programme may be rated or unrated. Where an issue of Notes is rated, its rating will be specified in the relevant Final Terms and will not necessarily be the same as Electrica's ratings.

The Base Prospectus has been published on the website of the Luxembourg Stock Exchange (https://www.luxse.com/issuer/SocEnergetiElec/114663) and is available, in English, on Electrica's website at https://www.electrica.ro/en/investors/bonds/. In accordance with the Base Prospectus, the following documents will be available on Electrica's website: the Articles of Association, the Deed of Covenant, the Fiscal Agency Agreement, the Base Prospectus, the documents incorporated by reference in the Base Prospectus and, once published, any supplement, drawdown prospectus and Final Terms relating to Notes admitted to listing.

Contact Details: Investor Relations: [e-mail] ; Phone [phone]

CEO
Alexandru-Aurelian Chiriță

CFO
Costin Iordache

Head of Investor Relations
Raluca Kasap

IMPORTANT NOTICE

This report is for information purposes only and does not constitute or form part of an offer to sell, or a solicitation of an offer to buy or subscribe for, any securities in any jurisdiction.

Please note that the information contained in the Base Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Base Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom any offer contained in the Base Prospectus is not addressed. Prior to relying on the information contained in the Base Prospectus you must ascertain from the Base Prospectus whether or not you are part of the intended addressees of the information contained therein.

The Base Prospectus has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and, consequently, none of Electrica or its advisers nor any person who controls them nor any director, officer, employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Base Prospectus made available to you in electronic format and the hard copy version available to you on request from Electrica.

Your right to access this service is conditional upon complying with the above requirement.

 

END