Societatea Energetica Electrica S A : Notice of EGSM on 21 March 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, republished, 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 ianuarie 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 Extraordinary General Meeting of Shareholders of Societatea Energetica Electrica S.A. on 21 March 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 FCA Regulation No. 5/2018 on issuers of financial instruments and market operations, Societatea Energetica Electrica S.A. (Electrica or the Company) convenes the Extraordinary General Meeting of Shareholders (EGMS) on 21 March 2022, 10:00 o'clock (Romanian time).

The information materials related to the agenda of Electrica's 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 > 2022 GMS > General Meeting of Shareholders as of 21 March 2022 section starting with 28 January 2022 and in hardcopy at Electrica's Registry Desk located at its headquarters, starting with 31 January 2022.

The convening of Electrica's EGMS was approved in the Company's Board of Directors meeting dated 28 January 2022. On 31 January 2022, the Convening Notice of the EGMS will also be published in the Official Gazette of Romania, Part IV and in Romania Libera, a national newspaper.

Attached:

Convening Notice of the Extraordinary General Meeting of Shareholders of Societatea Energetica Electrica SA on 21 March 2022.

CEO

Georgeta Corina Popescu

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

CONVENING NOTICE

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 Trade Register 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 decision of the Board of Directors of the Company (the Board of Directors) dated 28 January 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 Extraordinary General Meeting of Shareholders (EGMS) on the date of 21 March 2022, 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.

Should the legal and/or statutory quorum for convening the EGMS not be met on the date mentioned above as the date of the first calling, a second EGMS, having the same agenda, shall be convened and scheduled for 22 March 2022, 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.

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 February 2022 (Reference Date) have the right to attend and cast their votes in the EGMS. Should there be a second calling of the EGMS, the Reference Date remains the same.

The agenda of the EGMSwill be the following:

1. Empowerment of Electrica's representative, considering Electrica as Electrica Furnizare SA (EFSA) shareholder, to participate in EFSA's EGMS and to express a favourable vote ("for") regarding the approval of a total ceiling of short-term financing that can be contracted by EFSA during the financial year 2022 from banking institutions (commercial banks or international financial institutions - IFI) for financing its current activity in the amount of up to RON 1,500,000,000 (which includes the amounts approved/that will be approved until the date of the EGMS), with the guarantee of Electrica, the value of the guarantee provided by Electrica being of maximum RON 1,650,000,000 (which includes the guarantees approved/that will be approved until the date of the EGMS), according to the substantiation note.
2. Empowerment of Electrica's representative, considering Electrica as EFSA's shareholder, to participate in EFSA's EGMS and to express a favourable vote ("for") regarding the approval of EFSA's Board of Directors to undertake all measures in the name and on behalf of EFSA, within the approved ceilings and within the level of indebtedness applicable at the date of approval of the individual transactions, in order to initiate, conduct and complete the operations required to implement those above mentioned on item 1 above, including, but not limited to:
3. 1. To approve the individual financing transactions (credit contracting and guarantee) that will be contracted within the ceiling;

1. To represent it with full powers before banks, financial institutions, affiliates and any third parties;
2. To negotiate and accept the contractual clauses, which will include, without limitation, the level of costs and commissions as well as the reimbursement of costs with legal advice for the benefit of banks, if applicable (legal opinion on the contract), cases of fault, early repayment, the right to be distributed / received dividends.
3. To negotiate and accept the type, form and conditions of the guarantees;
4. To sign the credit agreements, the related guarantee contracts / the related guarantee, any other additional to them, as well as any other necessary documents in connection with these contracts / documents;
5. To carry out any other legal activity that it will consider necessary for the above mentioned purpose.

The above mandate is granted also for any other amendments of the banking contracts, of the financing contracts and / or of the related guarantee contracts / guarantees, within the limits of the approved ceilings for credits and guarantee, including and not limited to the purpose, type, use, modification of the duration of the credits and of the constituted guarantees.

The Board of Directors may delegate to the executive management of EFSA the undertaking of certain or all of the operational activities (except those indicated in point a)) required to implement the operations 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 Bucharest Court, as well as the publication of the EGMS resolution according to the law.

***

DETAILS ON THE 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 signed declaration 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 EGMS on the basis of 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 EGMS provided that it submits to the issuer 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 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 representative (not older than 30 days at the date of the EGMS)/documents similar to the ones mentioned above (not older than 30 days at the date of the EGMS), or by a power of attorney issued by the legal representative of the legal person proxy, as it is registered at the Trade Register or similar authorities, together with the ascertaining certificate or similar documents (not older than 30 days at the date of the EGMS).

AND

1. for legal persons shareholders:
2. 1. acknowledgement/confirmation of the legal representative capacity shall be based on the list of shareholders received from Depozitarul Central SA; nevertheless, if the shareholder/the person having this obligation has not timely informed Depozitarul Central SA with respect to its legal representative (so that the shareholders' register reflects this on the Reference Date), then the ascertaining certificate (not older than 30 days at the date of the EGMS)/documents similar to those mentioned above (not older than 30 days at the date of the EGMS) must prove the legal representative capacity of the legal person shareholder or, in the case of the Romanian State, a copy of the document proving the legal representative capacity of the one representing it;
   2. acknowledgement of the conventional representative/proxy capacity shall be based on the special power of attorney issued by the legal representative of the shareholder, identified according to letter (i) above or based on the general power of attorney issued by the legal representative of the shareholder (the latter may be granted only to an "intermediary" as defined in the capital market legislation, or to a lawyer) or, in the case of shareholders that are international organizations, based on a special or general power of attorney (the latter may be granted only to an "intermediary" as defined in the capital market legislation, or to a lawyer) granted under the standard procedure used by that organization, accompanied by all the supporting documents on the quality of the signatories; the general power of attorney will be accepted without requiring additional documents for identification, if the general power of attorney 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 signed declaration 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 EGMS on the basis of voting instructions received by electronic means of communication, without the need of a 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 EGMS provided that it submits to the issuer 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 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 legal representative/proxy (ID for Romanian citizens or passport for foreign citizens);
2. in case of votes submitted by legal person proxy: the proof of the natural's person capacity that represents the legal person proxy; the proof shall be made by an ascertaining certificate of the legal person proxy (not older than 30 days at the date of the EGMS)/ documents similar to those mentioned above (not older than 30 days at the date of the EGMS) or by a power of attorney issued by the legal representative of the legal person proxy, as it is registered at the Trade Register or similar authorities, together with the ascertaining certificate or similar documents (not older than 30 days at the date of the EGMS).

The documents certifying the capacity of the legal/conventional representative/proxy that are drafted in a foreign language other than English shall be accompanied by a translation made by an authorized translator in Romanian and/or in English.

1. Information materials regarding the agenda

The following documents shall be made available to the shareholders, in Romanian and in English, in electronic format on the Company's website at www.electrica.ro/en/, under section "Investors section > General Meeting of Shareholders" and 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:

1. From the calling date and until (and including) the date of the EGMS, in the first or second calling:
2. 1. The Extraordinary General Meeting of Shareholders Convening Notice;
   2. The documents related to item 1 and 2 on the agenda of the Extraordinary Meeting of Shareholders.
3. Starting with the date of 7 February 2022 and until (and including) the date of EGMS, on the first calling date or the second calling date:
4. 1. the total number of shares and the voting rights on the calling date;
   2. the full text of the draft resolutions proposed to be adopted by the EGMS;
   3. the form of special powers of attorney to be used for voting by representative;
   4. the voting ballot form for the vote by correspondence;