Societatea Energetica Electrica S A : Convocare AGOA - AGEA pentru data de 20 aprilie 2022

Societatea Energetica Electrica S.A. 9, Grigore Alexandrescu str.

010621 District 1, Bucharest, Romania Phone: [phone]

Fiscal Registration Code RO 13267221 J40/7425/2000

Share capital: 3,464,435,970 RON www.electrica.ro

To:	Bucharest Stock Exchange (BSE)
	London Stock Exchange (LSE)
	Romanian Financial Supervisory Authority (FSA)

Current report in compliance with the Law 24/2017 on issuers of financial instruments and market operations, Regulation FSA no. 5/2018 on issuers of financial instruments and market operations, and the Bucharest Stock Exchange Code

Report date: 28 February 2022

Company name: Societatea Energetica Electrica S.A.

Headquarters: 9 Grigore Alexandrescu Street, 1st District, Bucharest, Romania

Phone/fax no.: 004-021-2085999/004-021-2085998

Fiscal Code: RO 13267221

Trade Register registration number: J40/7425/2000

Subscribed and paid in share capital: RON 3,464,435,970

Regulated market where the issued securities are traded: Bucharest Stock Exchange (BSE), London Stock

Exchange (LSE)

Significant events to be reported:

Convening of the Ordinary General Meeting of Shareholders and Extraordinary General Meeting of Shareholders of Societatea Energetica Electrica S.A. on 20 April 2022

In compliance with the Companies Law no. 31/1990, republished, Law no. 24/2017 on issuers of financial instruments and market operations, republished, and Regulation No. 5/2018 on issuers of financial instruments and market operations, Societatea Energetica Electrica S.A. (Electrica or the Company) convenes the Ordinary General Meeting of Shareholders (OGMS) on 20 April 2022, 10:00 o'clock (Romanian time) and the Extraordinary General Meeting of Shareholders (EGMS) on 20 April 2022, 12:00 o'clock (Romanian time).

The information materials related to the agenda of Electrica's OGMS and EGMS shall be made available to the shareholders, in electronic format on the Company's website at www.electrica.ro, under the Investors > General Meeting of Shareholders section, starting with 28 February 2022 and in hardcopy at Electrica's Registry Desk located at its headquarters, starting 1 March 2022, except for the materials related to items 5 and 6 on the OGMS agenda, which will be made available to the shareholders starting with 11 March 2022.

The convening of Electrica's OGMS and EGMS was approved in the Company's Board of Directors meeting dated 28 February 2022. On 1 March 2022, the Convening Notice of the OGMS and EGMS will be published in the Official Gazette of Romania, Part IV and afterwards in Romania Libera, a national newspaper.

Attached: Convening Notice of the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders of Societatea Energetica Electrica SA on 20 April 2022.

CEO

Georgeta Corina Popescu

Translated from Romanian, in case of discrepancy between the two versions, the Romanian version prevails.

CONVENING NOTICE

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS AND OF THE

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

SOCIETATEA ENERGETICĂ ELECTRICA S.A.

The Board of Directors of SOCIETATEA ENERGETICĂ ELECTRICA S.A. (hereinafter the Company or Electrica), headquartered in Bucharest, 9 Grigore Alexandrescu Str., district 1, registered with the Commercial Registry under number J40/7425/2000, sole registration code (CUI) RO 13267221, with a subscribed and entirely paid share capital of RON 3.464.435.970

pursuant to the minutes of the meeting of the board of directors (the Board of Directors) of the Company dated 28 February 2022,

according to the provisions of the Companies Law No. 31/1990, republished, as subsequently amended, Law No. 24/2017 on the issuers of financial instruments and market operations, republished, Regulation No. 5/2018 on issuers of financial instruments and market operations as subsequently amended and the provisions of the Company's articles of association (the Articles of Association),

CONVENES

the Company's Ordinary General Meeting of Shareholders (OGMS) and the Company's Extraordinary General Meeting of Shareholders (EGMS) on 20 April 2022, as it follows:

• OGMS starting at 10:00 o'clock (Romanian time), at the Company's headquarters in Bucharest, 9 Grigore Alexandrescu Str., District 1, postal code 010621, "Radu Zane" conference room;

and

• EGMS starting at 12:00 o'clock (Romanian time), at the Company's headquarters in Bucharest, 9 Grigore Alexandrescu Str., District 1, postal code 010621, "Radu Zane" conference room.

Should the legal and/or statutory quorum for convening the OGMS and the EGMS, respectively, not be met on the date mentioned above as the date of the first calling, a second OGMS and a second EGMS, respectively, shall be convened and established for 21 April 2022, having the same agenda, as it follows:

• OGMS starting at 10:00 o'clock (Romanian time), at the Company's headquarters in Bucharest, 9 Grigore Alexandrescu Str., District 1, postal code 010621, "Radu Zane" conference room;

and

• EGMS starting at 12:00 o'clock (Romanian time), at the Company's headquarters in Bucharest, 9 Grigore Alexandrescu Str., District 1, postal code 010621, "Radu Zane" conference room.

Only the persons registered as shareholders in the Company's shareholders' register held by Depozitarul Central S.A. at the end of the day on 22 March 2022 (Reference Date) have the right to attend and cast their votes in the OGMS and respectively the EGMS. Should there be a second calling of the OGMS and respectively of the EGMS, the Reference Date remains the same.

The agenda of the OGMSwill be the following:

1. Approval of the Separate Annual Financial Statements of Electrica at the date and for the

financial year ended 31 December 2021, prepared in accordance with the Order of the Minister of Public Finance no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards, based on the Directors' Report for the year 2021 and the Independent Auditor's Report on the Separate Annual Financial Statements at the date and for the financial year ended 31 December 2021.

1. Approval of the Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2021, prepared in accordance with the International Financial Reporting Standards adopted by the European Union, based on the Directors' Report for the year 2021 and the Independent Auditor's Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2021.
2. Approval of Electrica's Board of Directors proposal on the distribution of the net profit for the financial year 2021, the approval of the total gross dividend value of RON 152,798,852, of the gross dividend per share of RON 0.4500 and of the date of payment of the dividends for the year 2021 the date 17.06.2022, as set out in the note to the shareholders.
3. Approval of the discharge of liability of the members of Electrica's Board of Directors for the financial year 2021.
4. Approval of the income and expenses budget of Electrica for financial year 2022, at individual level.
5. Approval of the income and expenses budget of Electrica for financial year 2022, at consolidated level.
6. Approval of the amendment of Electrica's Remuneration Policy for Directors and Executive Managers in force, by revising the provisions of Art. 6.2 (ii) letter (a), regarding the weights of the key performance indicators (KPI), as follows:
   "- specific KPI's to the attributions of each executive manager, correlated with the strategic objectives of the respective area of activity (representing 50-40% of the total variable remuneration);
   - individual KPI's (representing 20% of total variable remuneration), for the performance and behaviour of the executive manager, based on general management skills and personal capabilities".

The other provisions of art. 6.2 (ii) lit. (a) regarding of the key performance indicators shall remain unchanged.

1. Approval of the amendment of Electrica's Remuneration Policy for Directors and Executive
   Managers in force by supplementing the provisions of of Art. 6.2 (ii) letter (a), regarding the principles underlying the calculation of the result of the annual evaluation of the Executive Managers, as follows:
   "- based on the principle of prevalence of the financial performance versus operational performance, the annual variable remuneration will be granted only if the achieved financial
   performance meets the threshold.In the event of a net negative result the variable remuneration shall not be granted ".
   The other provisions of the Policy shall remain unchanged.
2. Submission of the Remuneration Report for Directors and Executive Managers of Electrica, for 2021, to the consultative vote of the OGMS, considering the provisions of art. 107 paragraph
   (6) of Law no. 24/2017 on issuers of financial instruments and market operations, republished.
3. Establishment of the date of 25.05.2022 as registration date, the date on which the identification of the shareholders affected by Electrica OGSM will take place, including the right to

dividends, in accordance with art. 87 of Law no. 24/2017 on issuers of financial instruments and market operations, republished.

1. Establishment of the date of 24.05.2022 as ex-date, the date on which financial instruments are traded without rights deriving from Electrica OGMS.
2. Empowerment of the Chairman of the Meeting, of the secretary of the meeting and of the technical secretary to jointly sign the OGMS resolution and to perform individually and not jointly any act or formality required by law for the registration of the OGMS resolution with the Trade Register Office of the Bucharest Tribunal, as well as the publication of the OGMS resolution according to the law.

The agenda of the EGMSwill be the following:

1. Approval of the ceiling of up to RON900,000,000 for the bond issues of Electrica for the period 2022-2023, which may be denominated in both RON and other currencies and may be issued on the basis of a flexible structure with a fixed or variable interest rate (including the possibility of including a step-up or step-down mechanism for Bonds whose terms and conditions will be correlated with Electrica's sustainability objectives), through one or more separate issues. The bonds will be nominative, non-convertible,non-guaranteed, in dematerialized form by registration in the account, will be part of the same class of securities and will be issued for a maximum maturity of up to 7 years and will be sold through the Offer for Sale addressed to institutional investors, through a financial investment services company/credit institution/intermediary syndicate ("Intermediary"), according to the capital market legislation, will be registered with Depozitarul Central and will be admitted to trading on the regulated market administered by Bucharest Stock Exchange.
2. Empowerment of the Board of Directors of Electrica to take all measures, in the name and on behalf of Electrica, in accordance with the main terms and conditions approved by the EGMS according to item 1, in order to initiate, carry out and complete the bond issuance operations within the ceiling of RON900,000,000, including by, but not limited to, the following:
3. 1. establishing the value limits of each bond issue;
   2. establishing the currency and maturity of each bond issue;
   3. negotiating and approving bond issue prospectuses or the Final Terms (in case of a Programme of issuance with a base prospectus) and any other issuance conditions,
   4. establishing in detail the parameters of the offers, as a result of the proposals of the Intermediary;
   5. approving the final terms of each of the individual tranches of Bonds to be established by decision of the Board of Directors on the occasion of each issue, in compliance with the legal provisions applicable on the date of each such issue, these terms resulting from the market prospecting process and as a result of the bookrunning process;
   6. establishing the effective subscription period and the subscription procedure;
   7. signing all the documents necessary for the initiation and development of Bond Sale Offers, including the hiring of legal consultants specialized in capital market legislation as well as any other document necessary for the admission to trading of pre-bonds and their registration in any necessary register, as well as any other acts or documents necessary for the realization and completion of the bond issues even if they are not mentioned in this decision;
   8. the signing, through his representative, of any other acts or documents, even if they are not mentioned in this decision, but which are necessary in order to fulfill the above purposes for the proper fulfillment of the present decision.

The Board of Directors may delegate to the executive management of ELSA the undertaking of certain or all of the operational activities required to implement the operations of bond issuance above mentioned on item 1.

3 Empowerment of the Chairman of the Meeting, of the secretary of the meeting and of the technical secretary to jointly sign the EGMS resolution and to perform individually and not

jointly any act or formality required by law for the registration of the EGMS resolution with the Trade Register Office of the Bucharest Tribunal, as well as the publication of the EGMS resolution according to the law.

***

DETAILS ON THE OGMS AND EGMS

1. The identification requirements applicable to the shareholders

The identification requirements applicable for the natural person shareholder and/or for his/her proxy and/or for the legal representative/proxy of the legal entity shareholder are:

1. for natural persons shareholders:
2. 1. to be accompanied by the shareholder's identification document or, as the case may be, a copy of the shareholder's identification document (ID for Romanian citizens or passport for foreign citizens), allowing their identification in the Company's shareholders' register held by
      Depozitarul Central SA;
   2. the acknowledgement of the proxy capacity shall be based on the special power of attorney or the general power of attorney issued by the shareholder; the general power of attorney may be granted only to an "intermediary" as defined in the capital market legislation, or to a lawyer; the general power of attorney will be accepted without requiring additional documents for identification, if it complies with the legal provisions in force, is signed by the shareholder and is accompanied by a declaration on his/ her own risk given by the legal representative of the intermediary or by the lawyer who has received the power of representation through the general power of attorney, indicating that:
   3. • the power of attorney is granted by that shareholder, as a client, to the intermediary or, as the case may be, to the lawyer;
      • the general power of attorney is signed by the shareholder, including by attaching an extended electronic signature, if applicable.

The declaration signed and, as the case may be, stamped, will be sent in original together with the general power of attorney.

If the shareholder is represented by a credit institution providing custody services, the credit institution may vote at the OGMS/EGMS based on voting instructions received by electronic means of communication, without the need of a special or general power of attorney to be issued by the shareholder. The custodian votes in the general meeting of shareholders exclusively in accordance with and within the limits of the instructions received from his clients having the quality of shareholders at the Reference Date.

If the shareholder is represented by a credit institution providing custody services, the credit institution may participate and vote at the OGMS/EGMS provided that it submits a declaration on its own risk, signed by the legal representative of the credit institution, stating:

• clearly the name of the shareholder on behalf of which the credit institution participates and votes in the OGMS/EGMS;
• that the credit institution provides custody services to that shareholder.

The declaration signed and, if applicable, stamped will be submitted in original.

1. copy of the identification document of the proxy or the representative of the proxy that are natural persons (ID for Romanian citizens or passport for foreign citizens),
2. in case of votes submitted by a legal person proxy: the proof of the natural person's capacity that represents the legal person proxy shall be made by an ascertaining certificate of the legal person