Societatea Energetica Electrica S A : Notice of EGSM on 9 June 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 RONwww.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: 15 April 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 9 June 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 9 June 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 atwww.electrica.ro,under the Investors > General Meeting of Shareholders > 2022 GMS > General Meeting of Shareholders as of 9 June 2022 section starting with 15 April 2022 and in hardcopy at Electrica's Registry Desk located at its headquarters, starting with 19 April 2022.

The convening of Electrica's EGMS was approved in the Company's Board of Directors meeting dated 15 April 2022. On 19 April 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 9 June 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 15 April 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 9 June 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 10 June 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 11 May 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 EGMS will be the following:

• 1. Empowerment of Electrica's representative, considering Electrica as Societatea Electrica

  Furnizare S,A, (EFSA) shareholder, to participate in EFSA's EGMS and to express a favourable vote ("for") regarding the approval of increasing the 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, as it was approved by Electrica EGMS Resolution No. 1 dated 21 March 2022, up to the amount of RON 1,700,000,000 (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 (which will not be real guarantee) being of maximum RON 1,870,000,000 (which includes the guarantees approved/that will be approved until the date of the EGMS, for the financing contracted from the above indicated ceiling).

• 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 mentioned on item 1 above, including, but not limited to:

• a. To approve the individual financing transactions (credit contracting and guarantee) that will be contracted within the ceiling;

• b. To represent it with full powers before banks, financial institutions, affiliates and any third parties;

• c. 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;

• d. To negotiate and accept the type, form and conditions of the guarantees;

• e. 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;

• f. 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 of EFSA may delegate to the executive management of EFSA the undertaking of certain or all of the operational activities (except those indicated by item a.) required to implement

• the operations above mentioned on item 1.

• 3. Approval of a total ceiling of guarantees (which will not be real guarantees) that may be granted by Electrica in the amount of up to RON 1,870,000,000 (which includes the guarantees approved/that will be approved until the date of the EGMS, for the financing contracted from the above indicated ceiling) for the guarantee of short-term financing that may be contracted by EFSA during the financial year 2022 from banking institutions (commercial banks or international financial institutions - IFIs) for the financing of the current activity in the amount of RON 1,700,000,000 (which includes the amounts approved/that shall be approved until the date of the EGMS), as set out in item 1.

• 4. Empowerment of Electrica's representative, considering Electrica as Distributie Energie

  Electrica Romania S,A, (DEER) shareholder, to participate in DEER's EGMS and to express a favourable vote ("for") regarding the approval of a total ceiling of medium and long term financing that can be contracted by DEER during the financial year 2022 from banking institutions (commercial banks or international financial institutions - IFI) to cover the additional costs related to own technological consumption as well as to finance the working capital and the investment projects in value of up to RON 700,000,000, with the guarantee of Electrica, the value of the guarantee provided by Electrica (which will not be real guarantee) being of maximum RON 770,000,000.

  The ceiling of RON 700,000,000 for medium and long term financing for DEER with Electrica guarantee for a value of up to RON 770,000,000 for DEER, mentioned above, does not include the short term financings without Electrica guarantee already contracted during financial year 2022 (a multi-product facility in the amount of 220,000,000 lei contracted in January 2022 for an initial amount of 180,000,000 lei and increased in February and a facility for issuing of letters of guarantee contracted in March 2022) or in course of contracting (220,000,000 lei multiproduct facility in process of being approved and signed).

5. Empowerment of Electrica's representative, considering Electrica as DEER's shareholder, to participate in EFSA's EGMS and to express a favourable vote ("for") regarding the approval of DEER's Board of Directors to undertake all measures in the name and on behalf of DEER, 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 4 above, including, but not limited to:

• a. To approve the individual financing transactions (credit contracting and guarantee) that will be contracted within the ceiling;

• b. To represent it with full powers before banks, financial institutions, affiliates and any third parties;

• c. 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;

• d. To negotiate and accept the type, form and conditions of the guarantees;

• e. 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;

• f. 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 of DEER may delegate to the executive management of DEER the undertaking of certain or all of the operational activities (except those indicated in point a.) required to implement

• the operations above mentioned on item 4.

• 6. Approval of a total ceiling of guarantees (which will not be real guarantees) that may be granted by Electrica in the amount of up to RON 770,000,000 for the guarantee of medium and long term financing that may be contracted by DEER during the financial year 2022 from banking institutions (commercial banks or international financial institutions - IFIs) to cover the additional costs related to own technological consumption as well as to finance working capital and investment projects in the amount of RON 700,000,000 as provided in point 4.

• 7. Empowerment of Electrica's Board of Directors to undertake all measures in the name and on behalf of Electrica, within the approved ceilings, in order to initiate, conduct and complete the operations required to implement those above mentioned on items 3 and 6 above, including, but not limited to:

  • a. To approve the individual guarantee transactions for the financing that will be contracted within the ceilings;

  • b. To represent it with full powers before banks, financial institutions, affiliates and any third parties;

  • c. To negotiate and accept the contractual guarantees clauses, which will include, without limitation, the level of costs and commissions, type of costs/amounts covered by the guarantees, duration of the guarantees, obligations, interdictions and liability of the guarantor, 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.

  • d. To negotiate and accept the type, form and conditions of the guarantees;

  • e. To sign 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;

  • f. 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 guarantee contracts, of the related / guarantees, within the limits of the approved ceilings for guarantee, including and not limited to the purpose, type, use, modification of the duration of the constituted guarantees.

  The Board of Directors of Electrica may delegate to the executive management of Electrica the undertaking of certain or all the operational activities (except those indicated in point a.) required to implement the operations above mentioned on items 3 and 6.

• 8. 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

I.

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:

(a)for natural persons shareholders:

(i) 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;

• (ii) 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:

  • - 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.

• (iii) 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),

• (iv) 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 Registry or similar authorities, together with the ascertaining certificate or similar documents (not older than 30 days at the date of the EGMS).

AND

(b)for legal persons shareholders: