El5-enerRUS: ELFV

The Board OF Directors of PJSC EL5-Energo approved holding an absentee voting to adopt a decision by the General shareholders’ meeting regarding the approval of reorganization through a merger

· Issued by El5-ener
  • The results of the absentee voting to adopt a decision by the General shareholders' meeting of PJSC EL5-Energo will be announced on December 26, 2025. As part of the reorganization JSC VDK-Energo and LLC LUKOIL-Ecoenergo will be merged with PJSC EL5-Energo. The authorized capital of JSC VDK-Energo and LLC LUKOIL-Ecoenergo will be paid by an additional issue of 26,958,745,240 PJSC EL5-Energo ordinary shares.
  • As a result of the PJSC EL5-Energo reorganization, the number of power plants will increase from 5 to 25, the installed power capacity will grow by more than a half, while thermal capacity - by more than 5 times. This will make the company's business more balanced and will increase its financial stability.

Moscow, November 12, 2025 - The Board of Directors of PJSC EL5-Energo approved holding an absentee voting to adopt a decision by the General shareholders' meeting regarding the approval of reorganization through a merger.

As part of the reorganization large generating companies JSC VDK-Energo and LLC LUKOIL-Ekoenergo will be merged with PJSC EL5-Energo. The reorganization will be non-monetary: the authorized capital of PJSC EL5-Energo will be increased by converting the stocks of JSC VDK-Energo and the shares of LLC LUKOIL-Ekoenergo into additional emission of PJSC EL5-Energo shares.

The acquisition of new assets and their effective management will be a key driver for the growth of PJSC EL5-Energo's business. JSC VDK-Energo and LLC LUKOIL-Ekoenergo have a strong business profile and there is a wide range of potential synergies for further improving the efficiency of the consolidated assets.

JSC VDK-Energo is one of the largest energy companies in the Unified Energy System of Southern Russia. It generates electricity and heat and supplies heat. JSC VDK-Energo is the main supplier of heat in Rostov-on-Don, Volgodonsk, Krasnodar, Astrakhan, Volzhsky, and Kislovodsk. The installed power capacity of JSC VDK-Energo is 3.2 GW and thermal capacity is 7.1 thousand Gcal/h. JSC VDK-Energo operates 12 gas power facilities.

LLC LUKOIL-Ecoenergo is also located in the Unified Energy System of Southern Russia and generates electricity from renewable sources. The installed power capacity of LLC LUKOIL-Ecoenergo is 0.33 GW. LLC LUKOIL-Ecoenergo operates 5 hydroelectric power plants and 3 solar power plants.

INSTALLED CAPACITY BY TECHNOLOGY (GW)

The reorganization of PJSC EL5-Energo is focused at improving operational and financial results through the following effects:

  • Significant expansion of business scale

    The newly added assets are in line with the strategic development priorities of PJSC EL5-Energo and are located in close geographical proximity to existing power plants. The merger of these assets will significantly strengthen the company's market position in energy-deficient regions of the Unified Energy System of Southern Russia.

  • Increased diversification of activities

    The company's sales structure will become more balanced thanks to a significant increase of heat sales and a noticeable growth in renewable electricity generation.

  • Increase of efficient generating equipment share

    The company's renewable energy capacity will increase by more than twice, while highly efficient combined cycle gas turbine units - by approximately 80%.

  • Synergistic effects of reorganization

    It is planned to improve management's efficiency and costs saving through an unified ERP system, IT platforms, and business processes based on PJSC EL5-Energo.

  • Strengthening of the financial profile

    Key financial metrics of PJSC EL5-Energo are expected to improve thanks to the increased business scale, additional organic growth and synergetic effects from the merger.

The reorganization of PJSC EL5-Energo through a merger with JSC VDK-Energo and LLC LUKOIL-Ecoenergo is in line with the company's interests and strategy.

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