Societatea Energetica Electrica S A : Extension of the review process of Electrica Articles of Association

Societatea Energetică Electrica S.A. 9, Grigore Alexandrescu str. 010621 District 1, Bucharest, Romania Phone: [phone]

Fiscal Registration Certificate RO 13267221 J40/7425/2000

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

ANNOUNCEMENT

Extension of the consultation period regarding the Draft amendment to the Company's Articles of Association

Societatea Energetica Electrica SA (Electrica or the Company) informs its shareholders and all the interested parties that during the meeting dated 28 February 2022, the Company's Board of Directors decided to extend the consultation period on the draft amendment of Electrica's Articles of Association and asked to be republished on the company's website for consultation with interested parties, for an additional period of 45 days, following that after the consultation process, to be submitted to the GMS for approval.

The proposed amendments can be retrieved in Annex 1, as well as on Company's website, along with the Articles of Associations revised as proposed by the Company's Board of Directors, using the following link: https://www.electrica.ro/en/investors/corporate-governance/corporate-policies/.

These documents may also be made available, for the stakeholders, in hardcopy at the Company's Registry Desk located at its headquarters in Bucharest, 9 Grigore Alexandrescu Street, District 1, which is open from Monday to Thursday between 08:00-17:00 (Romanian time) and on Fridays between 08:00-14:30 (Romanian time), excluding public holidays.

In order to obtain hard copies of the documents above mentioned, shareholders must address requests in writing in this regard at the Company's Registry Desk or to the email address [e-mail], so that these are received by the Company starting with 2 March 2022. The Company shall provide the shareholders, through its Registry Desk, with copies of the requested documents within maximum 2 business days of the request.

All the interested parties may ask questions or submit their proposals in writing, in Romanian or in English, regarding the amendment of the Company's Articles of Association. These questions shall be addressed to the Company's Board of Directors and shall be sent either (i) in hardcopy (in person or by post/courier services, with confirmation of receipt), at the Company's Registry Desk or (ii) via e-mail at [e-mail], so as to be received by the Company until 14 April 2022, inclusively, stating clearly in writing in capital letters: "PROPOSAL REGARDING THE AMENDMENT OF THE ARTICLES OF ASSOCIATION OF ELECTRICA".

We kindly ask all interested parties who wish to request the documents in physical format to take into account the observance of the legal provisions imposed by the authorities in the context of COVID-19.

CEO

Georgeta Corina Popescu

Annex 1

Proposals for amending the Articles of Association of Electrica

No

Article

Current phrasing

Proposal for amendment

Rationale

1.

Art.

5

The Company may also carry out the

The following activities are added:

Adding these NACE codes is caused by the

para. (3)

following secondary activities: (...)

The Company may also carry out the

implementation of the project Fit for Future within

which Electrica shall render a series of services to

following secondary activities: (...)

the benefit of branches which shall thus benefit

7010 - Activities of head offices;

from a better reflection within the activity range

7810 - Activities of employment

which can be provided by Electrica.

placement agencies;

9499 - Activities of other membership

organisations n.e.c.;

2.

Art.

8

The shares issued in dematerialized form

The shares issued in dematerialized form

The capital market specific legislation no longer

para. (7)

may be traded on a regulated market or in

may be traded on a regulated market or

contains the concept of alternative trading, being

an alternative system, according to capital

on a multilateral trading facility,

replaced by the one of multilateral-trading facility1.

market legislation.

according to capital market legislation

Thus, the change is meant to align from a

terminological perspective the provisions of the

Articles of Association and the changes of the

capital market legislation.

3.

Art.

10

In case

of

bond

issuances,

the

In case

of

bond

issuances,

the

The capital market specific legislation no longer

extraordinary

general

meeting

of

extraordinary

general

meeting

of

para. (2)

contains the concept of alternative trading, being

shareholders shall decide on the main

shareholders shall decide on the main

replaced by the one of multilateral-trading2. Thus,

terms and

conditions

of the bonds,

terms and

conditions

of the bonds,

the change is meant to align from a terminological

including but not limited to: the maximum

including but not limited to: the

perspective the provisions of the Article of

amount of the issuance, offer period,

maximum amount of the issuance, offer

Association and the changes of the capital market

territoriality of the offer, type of issued

period, territoriality of the offer, type of

legislation.

bonds, the possibility of admission to

issued bonds, the possibility of admission

trading on a regulated market or in an

to trading on a regulated market or on a

alternative system. The Board of Directors

multilateral trading facility. The Board of

1. See art. 3 para. 1 item. 26 of Law 126/2018 vs art. 2 para. 1 item. 26 of the Law 297/2004 (currently repealed)
2. See art. 3 para. 1 item. 26 of Law 126/2018 vs art. 2 para. 1 item. 26 of the Law 297/2004 (currently repealed)

No	Article		Current phrasing	Proposal for amendment	Rationale
			shall approve the terms and conditions of	Directors shall approve the terms and
			each issuance, such as: the nominal value,	conditions of each issuance, such as: the
			interest rate, maturity, terms of an early	nominal value, interest rate, maturity,
			redemption or repayment of the bonds,	terms of an early redemption or
			other features of the bonds, as well as all	repayment of the bonds, other features of
			documentation related to the bond	the bonds, as well as all documentation
			placement.	related to the bond placement.
4.	Art.	11	Each share subscribed and fully paid in by	Each share subscribed and fully paid in	The phrase "management bodies" is generic and
	para. (1)	the shareholders, in accordance with the	by the shareholders, in accordance with	may designate both the Board of Directors as well
			law, grants the shareholders (i) the right to	the law, grants the shareholders (i) the	as the managers. Additionally, the Articles of
			one vote in the general meeting of the	right to one vote in the general meeting	Association of Electrica also refer to the general
			shareholders, (ii) the right to elect the	of the shareholders, (ii) the right to elect	shareholder's meeting as a management body. For
			management bodies, (iii) the right to	the directors, (iii) the right to participate	enhanced clarity and, considering the fact that as
			participate to the profit distribution, as well	to the profit distribution, as well as (iv)	per Law 31/1990 shareholders elect exclusively the
			as (iv) other rights provided by these	other rights provided by these Articles of	Board of Directors, it is advisable to clarify the fact
			Articles of Association and by the legal	Association and by the legal provisions	that by exercising the right to vote only the
			provisions.			company's directors may be elected (and not
						members of other management bodies).
5.	Art.	14	The ordinary general meeting of the	Letter. j is amended by eliminating the	As per the provisions of Law 31/1990, the Articles
	para.	(3)	shareholders shall have the following main	phrase "executive" and shall read as	of Association of Electrica present the role, duties,
	letter. j)	duties:	follows:		the means of appointing managers having
			j) approves the Remuneration Policy for	The ordinary	general meeting of the	managing duties delegated by the Board of
			Directors. The term used shall be that of managers,
			Directors and Executive Managers;	shareholders	shall have the following
			thus is advisable to eliminate "executive" to ensure
				main duties:
					terms homogeneity within the Articles of
				j) approves the Remuneration Policy for
				Association.
				Directors and Managers;
6.	Art.	14	The ordinary general meeting of the	After j) two new duties are added	It is advisable that all duties of the general meeting
	para. (3)	shareholders shall have the following main	(designated k) and l)), continuing the	of shareholders be centralized in a single
			duties: (...)	succession of the next letters:	document, namely the Articles of Association.

No	Article		Current phrasing	Proposal for amendment	Rationale
				The ordinary general meeting of the	Adding the two duties represents incorporating the
				shareholders shall have the following	applicable legal requirements (art. 107 para. 63 of
				main duties:	Law 24/2017 and art. 15318 of Law 31/19904).
				k) approves the Remuneration Report for	Thus, to determine the role of the general meeting
				of shareholders, it is not necessary to review other
				Directors and Managers;
				regulations besides the Articles of Association. We
				l) approves the overall limit of all
				mention that the approval of the remuneration
				Directors' remuneration and additional	report by the ordinary general shareholders'
				remuneration of Board members;	meeting is a recent legal requirement, and the first
					application of this requirement shall be performed
					during the ordinary general meeting of
					shareholders convened in 2022 for the approval of
					the financial statements for the financial year 2021.
7.	Art.	14	The extraordinary general meeting of the	Letters. e), i) and j) are amended and	Amendment letter e)
	para.	(4)	shareholders shall decide on the following:	shall have the following contents and	The capital market specific legislation no longer
	letters. e),		letters lit. o), p), q) and r) are eliminated
	e) approving the issuance and admission to	contains the concept of alternative trading, being
	i), j),	o),	, the rest of the duties abiding by their
	trading on a regulated market or in an	replaced by the one of multilateral-trading5. Thus,
	p), q) and	sequence of letters::
	alternative system of shares, depositary	the change is meant to align from a terminological
	r)
		certificates, allotment rights or other	e) approving the issuance and admission	perspective the provisions of the Article of
			similar financial instruments; approving	to trading on a regulated market or on a	Association and the changes of the capital market
			the competencies delegated to the Board;	multilateral trading facility of shares,	legislation.
			i) increasing the share capital, as well as	depositary certificates, allotment rights	Amendment letter i)
			or other similar financial instruments;
			decreasing or the replenishment of share	The elimination of the concept of replenishment of
			approving the competencies delegated to
			capital by issue of new shares, according to
			the Board;	share capital	is meant to eliminate the risk	of
			the law;
				interpretation considering there is no operation of
			j) merger and spin-off;		replenishment	of share capital (even if it	is

1. The remuneration report for the most recent financial year is subject to a vote at the annual ordinary general meeting of shareholders provided in art. 111 of Law no. 31/1990, the opinion of the shareholders of the general meeting regarding the remuneration report, resulting from the vote, having an advisory character. The issuer explains in the next remuneration report how the vote of the general meeting was taken into account.
2. The additional remuneration of the members of the board of directors or of the supervisory board entrusted with specific functions within the respective body, as well as the remuneration of the directors, in the unitary system, or of the members of the management, in the dual system, are established by the board of directors or the Supervisory board. The articles of association or the general meeting of shareholders set the general limits of all remuneration granted in this way.
3. See art. 3 para. 1 item. 26 of Law 126/2018 vs art. 2 para. 1 item. 26 of the Law 297/2004 (currently repealed)

No

Article

Current phrasing

Proposal for amendment

Rationale

o) the establishment or dissolution of

i) increasing the share capital, as well as

conceptually nominated by law) but only the

secondary offices:

branches,

agencies,

decreasing the share capital, according to

operations of increase / decrease of share capital.

representative

offices, working

points or

the law

Amendment letter j)

other similar

units

without legal status,

j) the merger, the spin-offor the

Separation

is

a separate division

operation

according to the legal provisions;

separation;

regulated as such by Law 31/1990 and for clarity it

p) participation in the establishment of new

is advisable to be expressly nominated. We note

legal persons;

that from a practical perspective, separation

q) approval of the eligibility and

operations are much more frequent than division

independence criteria with respect to the

operations. Eliminating duties letters. o), p), r)

Board members;

All elimination proposals are intended to make the

r) approval of the corporate governance

decision-making mechanism more flexible

strategy of the Company including the

considering that:

corporate governance action plan;

a)

The opening of a working point is a decision

with a marginal impact, which does not involve

large financial resources, and the resources

allocated to the organization of a general

meeting of shareholders are disproportionately

large compared to the impact and scope of such

a decision;

b)

At the level of principle, the shareholders must

decide on the legal acts with major impact

(considering that there are a series of duties of

the general meeting of shareholders aimed at

the approval by the shareholders of acts for

which thresholds have been set and exceeding

of such thresholds entails the obligation to

obtain the approval of the GMS); the approval

by the shareholders of the participation in the

incorporation of legal entities (without any

qualification

of materiality) may

cause

the

participation of Electrica to the incorporation

of a limited liability company with a share

capital

of RON 1,000 be submitted to the

approval

of

the shareholders

(here

the