Public offering regarding the share capital increase of Zentiva S.A.

Please find below the tender documentation for the bonds issuance of Zentiva.

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DISCLAIMER – IMPORTANT

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY ZENTIVA S.A. IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES OR PERSONS RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, or in any jurisdiction in which such offers are unlawful (the “Excluded Territories”). Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United State. Accordingly, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction.

The materials are only addressed to and directed at the Issuer’s shareholders registered in the Issuer’s register of shareholders kept by Depozitarul Central S.A. on the registration date of 16 May 2019 (the “Entitled Shareholders”).

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. These materials must not be, released or otherwise forwarded, distributed or sent in or into the United States or any jurisdiction in which such offers are unlawful.

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IMPORTANT INFORMATION

You have indicated that you are located in the United States. These materials are not intended for, directed at or accessible by persons located in the United States. However, persons located in the United States that make the below certifications can access these materials. Please read the certifications below carefully and provide the information requested in order to receive these materials. If you cannot make the below certifications, please exit this page.

CERTIFICATIONS

We are a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A (“Rule 144A”) under the US Securities Act of 1933, as amended (the “U.S. Securities Act”).

We are a holder of global depositary receipts (“GDRs”), issued pursuant to Rule 144A, such GDRs having as underlying security the shares issued by Societatea Energetică Electrica S.A. (the “Issuer”) and holding such GDRs on the registration date of 24 October 2019 (the “Eligible Holders of GDRs”).

Further, if we are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB having the capacity of Eligible Holder of GDRs, (b) we have investment discretion with respect to each account, and (c) we have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.

We acknowledge that the materials relate to a transaction that is not subject to, or is only available in the United States pursuant to an exemption from, the registration requirements of the U.S. Securities Act.

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Public offering regarding the share capital increase of Zentiva S.A.