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A2A AND THE TRANSACTION IN MONTENEGRO

In 2009, A2A S.p.A. acquired 43.70% of the shares in ELEKTROPRIVREDA CRNE GORE AD NIKSIC (“EPCG”), a Montenegrin electricity company. Following this acquisition and the stipulation of the shareholder agreements, A2A S.p.A. obtained the rights of operational management, management and coordination of the production plants and the electricity distribution and sale networks

Exercise of the put option on the sale of A2A’s equity investment in the company

On 29 August 2016, A2A S.p.A. and the State of Montenegro signed new shareholder agreements for the management of the Montenegrin company EPCG, with duration until 31 December 2016, subsequently extended to 30 June 2017.

On 3 July 2017, given the conditions were not met for a further extension of the shareholder agreements, A2A S.p.A exercised the put option for the sale, for an amount of Euro 250 million, of the entire equity investment of 54,785,075 shares in EPCG, equal - on said date - to 41.75% of the company’s shares, to be carried out in seven annual tranches starting from May 2018 until 2024.

On 27 April 2018, the Parliament of Montenegro approved the agreement negotiated between A2A S.p.A. and the State of Montenegro for the accelerated execution of the put option on the entire equity investment in EPCG, for a discounted amount of Euro 230 million, to be paid in a period between 1 May 2018 and 31 July 2019, and subsequently extended - on 29 July 2019 - until 31 December 2019.

The phases of execution of the put option are outlined below:

  • in May 2018, the first tranche was paid by the State of Montenegro, for an amount of roughly Euro 68.9 million, corresponding to the transfer of 17,252,885 shares equal to approximately 13.1% of EPCG’s share capital;
  • in September 2018, the second tranche was paid for an amount of roughly Euro 51.7 million, corresponding to the transfer of 13,052,876 shares, equal to approximately 10% of EPCG’s share capital, through the purchase of own shares by EPCG (first buy-back);
  • in April 2019, the third tranche was paid by the State of Montenegro, for an amount of roughly Euro 39.9 million, corresponding to the transfer of 8,826,438 shares in EPCG’s share capital;
  • in September 2019, an amount of Euro 52.8 million was paid corresponding to the transfer of 11,813,238 shares, equal to approximately 10% of EPCG’s share capital, through the purchase of own shares by EPCG (second buy-back);
  • in November 2019, the State of Montenegro paid an amount of approximately Euro 14.2 million, corresponding to the transfer of 3,202,845 shares equal to approximately 2.71% of EPCG’s share capital;
  • lastly, at the end of December 2019, the State of Montenegro paid an amount of approximately Euro 2.9 million, corresponding to the transfer of the residual equity investment of 636,793 shares equal to around 0.54% of EPCG’s share capital.

Following the transfer of the remaining and final tranche of shares in EPCG completed at the end of December 2019, A2A S.p.A. definitively exited the shareholding structure of EPCG.