The demerger aims to separate the Engineering, Procurement and Construction (EPC) and Operations & Maintenance (O&M) activities into a dedicated entity, Simtel Services S.R.L., a company entirely owned by Simtel Team S.A.
Following the implementation of the proposed reorganization, Simtel Team S.A. will remain the entity listed on the Bucharest Stock Exchange and will serve as the Group’s holding company. Specifically, following the reorganization, Simtel Team S.A. will retain responsibility for strategic coordination, group-level financing, and investor relations. The company will continue to own and manage its
interests in the Group’s existing subsidiaries, as well as its special purpose vehicles (SPVs). In addition, the electricity generation capacity represented by the Giurgiu photovoltaic park will remain within Simtel Team S.A., given that the project was developed through non-reimbursable funding under the National Recovery and Resilience Plan (PNRR), which imposes certain obligations regarding the
maintenance of the project owner.
According to the report, “the proposed reorganization aims to align the Group’s legal structure with the current scale and diversity of its operations and seeks to create a clearer and more efficient operational structure, adapted to the Group’s current stage of development. The main benefits pursued through the implementation of this reorganization are:
• a clear separation between operational activities and strategic coordination functions, alongside the strengthening of governance processes at Group level;
• the segregation of risks specific to EPC and O&M activities from those associated with the Group’s other business lines;
• the creation of a structure that enables the distinct development, financing and management of the Group’s main entities, according to the specific characteristics and capital requirements;
• enhanced operational and financial transparency through the separate presentation of the performance of the Group’s main activities and the development of performance indicators tailored to each entity;
• increased flexibility in implementing future strategic initiatives, including the development of partnerships at the level of Group entities;
• maintaining an operationally efficient structure, without duplication of administrative functions and while increasing operational efficiency across the Group.
The company emphasizes that this transaction represents solely an internal reorganization of the Group, designed to support the future development of its various business lines within a clearer governance and reporting framework. The reorganization does not alter the shareholder structure of Simtel Team S.A., does not involve the issuance of new shares, and does not affect the issuer’s status as a listed company. Simtel Team S.A. shares will continue to be traded on the Bucharest Stock Exchange under the ticker symbol SMTL. Furthermore, the transaction does not change the Group’s assets, investment portfolio, business activities, or consolidated financial results.”
The proposed reorganization reflects the current stage of maturity of the Simtel Group and its evolution from a company primarily focused on operational activities into a group with multiple business lines and assets at various stages of development. In this context, the Board of Directors intends to propose the adoption of a dividend policy targeting the annual distribution to shareholders of between 20% and 40% Group’s distributable profit generated starting with the 2027 financial year.
The implementation of the demerger is subject to approval by the Extraordinary General Meeting of Shareholders and the completion of the necessary legal formalities.
Simtel Team currently has 28 subsidiaries and operates in Romania, the Republic of Moldova, Germany and the Czech Republic. At the closing price of RON38.4 per share on June 24, 2026, the company has a market capitalization of almost RON312.6 million.