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Soecietatea Energetica Electrica S.A.

M&A Activity Jun 9, 2022

2280_iss_2022-06-09_fb703ab7-a0ea-4a46-b404-407c0daca009.pdf

M&A Activity

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Societatea Energetica Electrica S.A. 9, Grigore Alexandrescu str. 010621 District 1, Bucharest, Romania Phone: 021-208 59 99 Fiscal Registration Certificate 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, the Romanian Capital Market Law no. 297/2004, FSA Regulation no. 5/2018, and the Bucharest Stock Exchange Code

Report date: 9 June 2022

Company name: Societatea Energetica Electrica S.A. (Electrica)

Headquarters: 9 Grigore Alexandrescu Street, 1ª 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) and London Stock Exchange (LSE)

Significant events to be reported: Resolutions of the Extraordinary General Meeting of Shareholders as of 9 June 2022

Electrica hereby informs that, on 9 June 2022, the Extraordinary General Meeting of Shareholders (BGMS) of Electrica took place at the Company's headquarters in Bucharest, 9 Grigore Alexandrescu Str., District 1, postal code 010621, "Radu Zane" conference room, starting at 10:00 o'clock (Romanian time), respectively, being duly held in accordance with the legal and statutory provisions upon the first calling.

The EGMS of Electrica was attended by the shareholders registered in the shareholder's register kept by Depozitarul Central S.A. as of 11 May 2022, set as Reference Date, in person, by representative, through vote by correspondence or by electronic means, the quorum met being 72.32% of the total voting rights and 70.88% of the share capital of the Company.

The meeting was chaired by Mr. Adrian - Florin Lotrean, Member of the Board of Directors of Electrica.

Within the EGMS, Electrica's shareholders approved the following items on the agenda (as per the numbering on the agenda with a majority of the votes held by the presented shareholders, by the shareholders that voted by correspondence or by electronic means:

  1. Empowerment of Electrica's representative, considering Electrica 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, 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,

Societatea Energetica Electrica S.A. 9, Grigore Alexandrescu str. 010621 District 1, Bucharest, Romania Phone: 021-208 59 99 Fiscal Registration Certificate RO 13267221 J40/7425/2000 Share capital: 3,464,435,970 RON www.electrica.ro

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 until the proved until the date of the EGMS, for the financing contracted from the above indicated cellial (

    1. Empowerment of Electrica's representative, considering Electrica as EFSA's shareholder, to participate in the 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 approval of EFSA's Board of within the level of indebted at the also of approval of the individual transactions, and initiate, conduct and complete the ado of approval of the mayvanitiment on item 1 above, to above, including, but not limited to:
    2. a. To approve the individual financing transactions (credit contracting and guarantee) that will be contracted within the ceiling;
    3. b. To represent it with full powers before banks, financial institutions, affiliates and any third parties;
      c. To negotiate and accept the contractual elevesa, which will ins
    4. and commissions as well as the remburgement of the will include, without limitation, the level of costs and commissions as well as the reimbursement of costs with legal advice for the benefit of benefit of banks, if applicable (legal opinion on the contract), cases of fault, early repayment, the right to be distributed / received dividends;
    5. d. To negotiate and accept the type, form and conditions of the guarantees;
    6. to them, as well as any other pected guarantee contracts / the related guarantee, any other additional to them, as well as any other necessary documents in connection with these contracts / documents;
    7. 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 contracts within the limits of the financing of the financing.
credits and guarantee including and not limited to the limits of the approved c credits and guarantee, including and not limited to the purpose, type, use, modification of the duration 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.

    1. 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 (which includes the guarantees approved/that will be approved until the date of the EGMS, for the financing contracted from the above indicated celling) for the guarantee of short-term financing that may be contracted by EFSA during the financial year 2020 from banking institutions (commercial banks or international institutions - IFIs) for the financial year 2022 for the financing of the current activity in the amount of RON 770,000,000 (which includes the amounts approved/that shall be approved/that shall be approved until the date of the EGMS), as set out in item 1.
    1. Empowernent of Electrica's representative, considering Electrica as Distributie Energie Electrica Romania
      S.A., (DEER) shareholder, to participate, in, DEER? o, ECMS, end S,A, (DEER) shareholder, to participate in DEER is Distroutie Einergie Electrica Romania
      regarding the approval of a total ceiling of medium and lengtes a favourable vote (" regarding the approval of a total ceiling of medium and long erm 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 tochnological consumption as well as to financial finance the working capital and the investment projects in value of up to RON 700,000, with the guarantee of Electrica, the value of the guarantee provided by Electrica (which will the guarantee of
      maximum RON 770,000 000 maximum RON 770,000,000.

The ceiling of RON 700,000 for medium and long term financing for DEER with Electrica guarantee financings without Flectrica guerates also assessed and intentioned above, does not include the short term financings without Electrica guarantee already ontracted during financial year 2022 (a multi-product and in the amount of 220,000,000 lei contracted in January 2022 for an initial amount of 180,000,000 lei

Societatea Energetica Electrica S.A. 9, Grigore Alexandrescu str. 010621 District 1, Bucharest, Romania Phone: 021-208 59 99 Fiscal Registration Certificate RO 13267221 J40/7425/2000 Share capital: 3,464,435,970 RON www.electrica.ro

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),

    1. Empowernent of Electrica's representative, considering Electrica as DEER's shareholder, to participate in
      EFSA's EGMS and to express, a favourable, yote ("for"), manuding EFSA's EGMS and to express a favourable vote ("for") regarding the approval of DEER's Board of Directors to undertake allumeasures in the name and on behalf of DEER ; Board of within the level of indebted in the alle and of DEEK, within the approved oeilings and
      initiate, conduct and completed at the date of approval of the individual transactions, initiate, conduct and complete the cate of approval of the individual transactions, in order to
      including, but not limited to including, but not limited to:
    2. a. To approve the individual financing transactions (credit contracting and guarantee) that will be contracted within the ceiling;
    3. b. To represent it with full powers before banks, financial institutions, affiliates and any third parties;
      c. To negotiate and accept the contractual olayses and the interio
    4. c. To negotiate and accept the contractual clauses, with will include, without limitation, the level of costs and commissions as well as the reimbursement of costs with legal advice for the benefit of osts.
      applicable (legal opinion on the controd) assess of clice for the benefit of applicable (legal opinion on the contract), cases of fault, early repayment, the right to be distributed /
      received dividends:
    5. d. To negotiate and accept the type, form and conditions of the guarantees;
    6. e. To sign the credit agreements, the related guarantons of the related guarantee, any other additional to them, as well as any other necessary documents in connection with these contracts / documents;
    7. f. To carry out any other legal activity that it will connection with these contracts;
      The change other legal activity that it will consider necessary for the above-mentione

The above mandate is granted also for any other amendments of the banking overmanship purpose.
contracts and/or of the related purantee contracts/querantage with in the finan contracts and/or of the generates contracts/guarantes, within the limits of the financing
credits and guarantee, including and not limited to the limits of the approved celli credits and guarantee, irelance contracts/guarantees, within the imits of the approved cellings for a
credits and of the constituted guarantees 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.

    1. A total ceiling of guarantees (which will not be real guarantees) that may be granted by Electrica in the amount of 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 consumption as well as to finance working assits and 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.
    1. Empowernent 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 intitiate, onduct and complete the operations required to implement those above mentioned on items 3 and 6 above, including, but not limited to:
    2. a. To approve the individual guarantee transactions for the financing that will be contracted within the
    3. b. To represent it with full powers before banks, financial institutions, affiliates and any third parties;
      c. To negotiate and accept the contractual everage and and in the
    4. of costs and accept the contracted guarantes 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 liabile and cover as well as the reimbursement of costs with legal advice for the benefit of banks if applicable (legal opinion on the contract), cases with legal
      the right to be distributed / received dividends the right to be distributed / received dividends.
    5. 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.

  1. Empowerment of the Chairman of the Meeting, 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.

Member of the Board of Directors Adrian - Florin Lotrean

Chief Executive Officer Alexandru Aurelian Chirita

f. Head of IR Squad Ioana Dinca

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