Bucharest, April 10th, 2017

The first Romanian privatization through

the capital market

A success story

Market Overview

 Market Overview

 Electrica Overview

 Group Strategy

 Corporate Governance

Romanian Electricity Market Overview

Generation

Transmission

Supply

Interconnections

Romania has an unbundled power sector and is in the process of liberalising power supply to end-users.

Source: Company data, ANRE, Transelectrica, Eurostat.

 The sources of electricity produced in 2015 consisted of Coal (27%), Hydro (27%), Nuclear

(18%), Oil & Gas (14%), Wind (11%), Solar (2%) and Others (1%)

 Transelectrica is the sole Transmission System Operator responsible for transmission grid

management and development, electricity market operation, (including green certificates)

system balancing

 Eight non-overlapping geographical areas, of which Electrica covers three

 Revenues regulated through a Tariff Basket Cap methodology based on Regulated Asset

Base

 Players: Electrica, Enel, CEZ, E.ON

 Power prices fully liberalized for large industrial consumers

 Full liberalization expected Jan 2018

 Following the liberalization, the percentage of the total power consumed that was freely

traded increased year by year, up to 66% in 2014 and up to 69% in 2015

 Electricity consumption per capita for Romania was 39.4% of EU average in 2014

 Romania has interconnection capacities with: Bulgaria, Hungary, Moldova, Serbia, Ukraine

 In 2015, Romania exported c. 10.5 TWh of electricity (representing 20% of the internal

consumption), up by 28% vs 2014, and imported 3.8 TWh, up by 150%

Market Overview

Distribution

Romanian Electricity Market Overview (Cont’d)

Renewables, Municipal

Cogeneration and

Other IPP’s

Transmission

and Balancing

Supply

Generation

Distribution

Around

100

Players

Source: ANRE.

Market Overview

Number of Users (‘000’s)

39% 40% 40%

Distribution Market Overview

Key Facts

 Electricity distribution in Romania is currently controlled by eight

licensed electricity distribution companies

 Each company is responsible for the exclusive distribution of

electricity within its licensed region, based on a concession

agreement with the Romanian State acting through the Ministry of

Energy

 Electrica and Enel own three distribution companies each, while

CEZ and E.ON own the other two

 Electrica is a leading player in the distribution sector, in terms of

area covered and users

Romanian Electricity Distribution Map

Distributed Volume (TWh)

Source: ANRE latest annual report - 2015

3,565 3,620 3,626

5,486 5,515 5,561

9,051 9,135 9,187

2013 2014 2015

Electrica Rest of Market

16.1 16.3 17.1

25.0 24.2 25.3

41.1 40.5 42.4

2013 2014 2015

Electrica Rest of Market

39% 40% 40%

Market Overview

Electrica Furnizare 23%

Enel 16%

Tinmar Energy 6%

E.ON Energie 8% Cez Vanzare 7%

Others (

6.90 5.82 5.38 5.30

2.79 3.42 4.72

5.30

9.69 9.24

10.10 10.60

2013 2014 2015 2016

Regulated Competitive

Source: Company data.

Volume of Electricity Supplied on Retail Market (TWh)

Number of Consumers Consumers (‘000’s)

3,532 3,517 3,520 3,350

34 74 90 250

3,566 3,591 3,610 3,600

2013 2014 2015 2016

Competitive Regulated

Supply business overview

Consumers Consumers by Revenues

Regulated, 60%

Competitive, 40%

Consumers by Volume

Regulated, 50% Competitive,

50%

Market Overview

Electrica Overview

 Market Overview

 Electrica Overview

 Group Strategy

 Corporate Governance

Key Facts before IPO

2000 20072005 2009

2000

 Electrica

established as

a

stand-alone

company post

restructuring

of CONEL1

2001

 Electrica

Group

established

comprising

8

distribution

and supply

subsidiaries

2007

 Unbundling of the

distribution and

supply businesses

2005 and 2007

 Electrica transferred by operation of

law to Fondul Proprietatea (FP)

stakes of 12% in Electrica

Transilvania Nord, Electrica

Transilvania Sud, Electrica

Muntenia Nord - the precursors of

the current 3 distribution companies

and of Electrica Furnizare

 Remainder 10% shares in EDTN,

EDTS, EDMN and EF transferred

by operation of law to FP in 2007

2011

 Electrica

Furnizare

S.A. set-up

following

the merger

of the three

supply

companies

2014

2014

 On July 3rd 2014 Electrica’s shares were admitted to trading on both BSE and LSE following a successful IPO through capital increase

 Moldova and Dobrogea service companies pending liquidation proceedings, Oltenia -insolvent, Banat – bankrupt

 Spin off of minority holdings: E.ON Moldova Distributie, E.ON Energie Romania, Enel Distributie Dobrogea, Enel Distributie Banat, Enel Energie, Enel Distributie Muntenia, Enel Energie Muntenia, Enel Electrica Soluziona, BRM and Hidro Tarnita

Source: Company data.

1. CONEL was created as a holding company concentrating all the players in power generation, transmission, distribution and supply.

2001 2008

2005

 Enel’s acquisition of 51%

in Electrica Dobrogea

and Electrica Banat

 E.ON’s acquisition of 51%

in Electrica Moldova SA

 CEZ’s acquisition of 51% of

Electrica Oltenia

2009

 CEZ’s acquisition of

the remaining 30%

stake of CEZ

Distributie and CEZ

Vanzare

2008

 Enel’s acquisition

of 64.4% of

Electrica Muntenia

Sud Market

Electrica

2011

2014

 E.ON’s acquisition of

Electrica’s remaining

holdings in E.ON

companies

Electrica Overview

Electrica Significant Subsidiaries

Source: Company data, ANRE.

1. As of 31 December 2016 Consumer = Any natural person or legal entity that enters a contract to purchase electricity. User = Any producer, transmission system operator, distribution system operator, supplier,

eligible consumer or captive consumer connected to the network; 2. As of 31 December 2015. Market share is based on volumes; 3. As of 31 December 2016 as per the financial section converted from RON to €

using 31 December 2016 exchange rate of 4.5411 for balance sheet data and average rate of 4.4908 for income statement data; 4. As of 30 November 2016. Market share is based on volumes

Societatea de Distributie a

Energiei Electrice

Transilvania Nord S.A

 1.25 mn users1

 Market share2 11.6%

 Revenues3: RON 857 mn

 EBITDA3: RON 269 mn

Societatea de Distributie a

Energiei Electrice

Transilvania Sud

 1.12 mn users1

 Market share2 13.3%

 Revenues3: RON 790 mn

 EBITDA3: RON 256 mn

Electrica Furnizare (EF)

 3.60 mn consumers1

 Market share4 22.5%

 Revenues3: RON 4,432 mn

 EBITDA3: RON 185 mn

Electrica Serv (ES)

 Revenues3: RON 365 mn

 EBITDA3: RON 17 mn

78% 100%22%

External services:

• SE Muntenia

• SE Oltenia

Supply business:

10.6 TWh on the retail market in

2016

Societatea de Distributie a

Energiei Electrice Muntenia

Nord S.A

 1.3 mn users1

 Market share2 15.4%

 Revenues3: RON 801 mn

 EBITDA3: RON 227 mn

2016 Financials3

 Revenues: RON 5,518mn (€1,229mn) a 0.3% increase vs 2015

 EBITDA: RON 960mn (€214mn) a 4% rise compared to 2015

 Net Profit: RON 469mn (€104mn) a 2.8% decrease vs 2015

 Net Debt / (Cash): RON (2,366mn)/(€521mn)

Distribution business (2016):

• 3.67 mn users / area of 97,196 km2 covered / distributed c. 17.5 TWh

• RON 4.5 bn (€ 1.0 bn) Regulated Asset Base (RAB) / concession ending in 2054 (+24.5 years extension)

SDEE

Transilvania Nord

SDEE

Transilvania Sud

SDEE

Muntenia Nord

Electrica Overview

15%

13%

12%

60%

SDMN

SDTS

SDTN

Others

Volumes Distributed in 2015 Volumes Supplied in 2015

Regulated Market Sales in 2015Area Covered by Distribution Network

Distribution Supply

Leading Player in Distribution and Supply

Electrica: 40.3%

42.4 TWh1

Source: ANRE – latest annual report - 2015

22%

78%

Electrica

Others