On Wednesday, the government approved, by memorandum, mandating the state representatives at the ELCEN General Shareholders’ Meeting to distribute 50% of the net profit for the year 2025 as dividends, by way of derogation from the obligation to distribute at least 90% of the net profit realized.

MEMORANDUM on the subject: Exempting Electrocentrale Bucureşti S.A. from the obligation to distribute a minimum of 90% of the net profit for the year 2025 in the form of dividends due to shareholders, which was established by the Memorandum approved at the Government meeting on April 16, 2026, on the subject: “Mandating state representatives in the General Meeting of Shareholders of the Board of Directors, as applicable, in national companies, state-owned companies, and companies with wholly or majority state-owned capital, as well as in autonomous public utilities, with a view to taking the necessary measures to allocate a minimum of 90% of the net profit realized in 2025 in the form of dividends/payments to the state budget, with the authorization of the state representatives in the General Meeting of Shareholders of Electrocentrale Bucureşti S.A. to decide on the distribution of 50% of the net profit realized in 2025 in the form of dividends due to shareholders, in compliance with the provisions of Government Ordinance No. 64/2001, as subsequently amended and supplemented”

Through this memorandum approved by the Government, the state representatives in the General Meeting of Shareholders of ELCEN are mandated to distribute 50% of the net profit realized in 2025 in the form of dividends, as an exception to the obligation to distribute at least 90% of the net profit for the same fiscal year.

The company is requesting this exemption in order to secure the funds necessary to finance the investment regarding the direct connection of CET Vest to the national natural gas transmission system operated by Transgaz.

ELCEN provides heating to approximately 560,000 apartments, representing about 8,500 apartment buildings and properties in Bucharest, in which approximately 1.5 million people live, as well as to approximately 5,400 public institutions, social facilities, and businesses. Additionally, the company accounts for approximately 4% of the electricity supplied to the National Energy System.

The proposed investment for CET Vest has a total estimated value of 73.2 million lei and an implementation period of 36 months, and is included in the Multi-Year Investment Program for the period 2026–2030.

According to the memorandum, the direct connection to the Transgaz network will generate multiple benefits:

• increased security of natural gas supply;
• reduced costs and vulnerabilities in crisis situations;
• the possibility of purchasing fuel at more favorable prices;
• increased energy efficiency and modernization of existing infrastructure.

ELCEN is simultaneously implementing three priority high-efficiency cogeneration projects at the Grozăvești, Progresul, and București Sud thermal power plants, financed by the Modernization Fund, with a total value of over 4.2 billion lei.

Subject to the approval of the distribution of 50% of net profit as dividends, the amount of approximately 33.16 million lei, representing the difference from a 90% distribution, will remain at the company’s disposal and will be allocated exclusively to financing the investment to connect CET Vest to the SNTGN Transgaz pipeline.

The measure aims to strengthen the capital’s energy security, support strategic investments in thermal energy production infrastructure, and increase the sustainability of the centralized thermal energy supply system.