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Soecietatea Energetica Electrica S.A.

AGM Information Aug 18, 2022

2280_egm_2022-08-18_8cc8562b-0401-4975-8e05-537d6cbeb220.pdf

AGM Information

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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: 18 august 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 12 October 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 12 October 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 12 October 2022 section and in hardcopy at Electrica's Registry Desk located at its headquarters, starting with 19 August 2022.

The convening of Electrica's EGMS was approved in the Company's Board of Directors meeting dated 18 August 2022. On 19 August 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 12 October 2022.

CEO Alexandru Aurelian Chirita

p. Manager of Services Division Head of IR Squad Head of Legal Squad Raluca Kasap Stefania Andruhovici

Societatea Energetică Electrica S.A. 9, Grigore Alexandrescu st. 010621 District 1, Bucharest, Romania Phone: 021-208 59 99; Fax: 021-208 59 98 Fiscal Registration Certificate RO 13267221 J40/7425/2000 Share capital: 3,464,435,970 LEI www.electrica.ro

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 18 August 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 12 October 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 13 October 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 14 September 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. The approval of the following formal changes and related to compliance with legislative changes:
    • a. The approval for the amendment of art. 8 par. (7) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The shares issued in dematerialized form may be traded on a regulated market or on a multilateral trading facility, according to capital market legislation."

b. The approval for the amendment of art. 10 par. (2) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"In case of bond issuances, the extraordinary general meeting of shareholders shall decide on the main terms and conditions of the bonds, including but not limited to: the maximum amount of the issuance, offer period, territoriality of the offer, type of issued bonds, the possibility of admission to trading on a regulated market or on a multilateral trading facility. The Board of Directors shall approve the terms and conditions of each issuance, such as: the nominal value, interest rate, maturity, terms of an early redemption or repayment of the bonds, other features of the bonds, as well as all documentation related to the bond placement."

c. The approval for the amendment of art. 11 par. (1) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"Each share subscribed and fully paid in by the shareholders, in accordance with the law, grants the shareholders (i) the right to one vote in the general meeting of the shareholders, (ii) the right to elect the directors, (iii) the right to participate to the profit distribution, as well as (iv) other rights provided by these Articles of Association and by the legal provisions."

d. The approval for the amendment of art. 12 par. (7) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"Any reference date for the identification of the shareholders which have the right to take part and to vote in the general meeting of the shareholders of the Company and any registration date for the identification of the shareholders which have rights deriving from its shares, as well as any other similar date set by the Company related to any corporate events of the Company will be established in accordance with the applicable legal provisions and with a prior notice sent with at least 15 calendar days (in Romanian, zile calendaristice), to the issuer of the depositary certificates, in the name of which the underlying shares are registered based on which the depositary certificates mentioned above are issued. The reference date will be prior with at least 15 working days to the deadline for submitting the power of attorney related to the vote."

e. The approval for the amendment of art. 15 par. (5) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The ordinary general meetings of shareholders take place at least once a year, within maximum 4 (four) months from the end of the financial year, to approve the financial statements for the previous financial year and to analyse the annual report of the Board and the financial auditor's report;"

f. The approval for the amendment of art. 18 par. (10) letter c) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"A director's mandate will be terminated: (…)

c) by resigning the mandate, for grounds which may not be attributed to the director, based on a written notification delivered to the Chairman at the Company's headquarters;"

g. The approval for the amendment of art. 18 par. (11) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The Board meets at least 4 (four) times per year, or whenever necessary, as convened by the Chairman. The Board is also convened upon the motivated request of at least 2 (two) members of the Board or by the General Manager, in which case the Chairman is bound to comply with such request."

h. The approval for the amendment of art. 19 letter A par. (2) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The Board is obliged to submit to the territorial unit of the Ministry of Public Finance within the legal term hard copies and electronic copies (or just electronic copies) of the financial statements, along with the financial auditor's report and the minutes of the general meeting, in accordance with the law. The Board must also publish in the Official Gazette an announcement confirming the submission of the financial statements."

i. The approval for the amendment of art. 19 letter B par. (4) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The Nomination and Remuneration Committee, the Strategy and Corporate Governance Committee and the Audit and Risk Committee are established within the Board. The Board may establish other committees, according to the law."

j. The approval for the amendment of the preamble of art. 20 par. (1) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"As regards the Company's casting its vote in the subsidiaries' general meetings of shareholders/associates (both ordinary and extraordinary) in which the Company directly holds the capacity of shareholder/associate, the following bodies of the Company will be competent to decide:"

k. The approval for the amendment of the preamble of art. 20 par. (1) letter B of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"B. The Board with respect to all the other decisions that need to be taken in the general meeting of the shareholders/associates of the subsidiaries' held directly by the Company, and which have not been mentioned as pertaining to the extraordinary general meeting of the shareholders of the Company in paragraph A. above, including, but without limitation to, the following: (…)"

l. The approval for the amendment of art. 20 par. (2) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The Company will be represented at the general meetings of shareholders/ associates (both ordinary and extraordinary) of the subsidiaries' held directly by the Company, by the General Manager or by any other person expressly appointed in this respect by the General Manager. By way of exception from article 19 letter D) paragraph (25) of these Articles of Association, the General Manager may delegate the representation powers for the subsidiaries' general meetings of shareholders without the prior approval of the Board. In all cases, the legal or conventional representative of the Company at the subsidiaries' general meetings of shareholders will vote in accordance with the decision adopted by the Company's competent body as per the article 20 paragraph (1) of these Articles of Association."

m. The approval for the amendment of art. 27 par. (5) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The Company pays dividends to the issuer of the depositary certificates proportionally to its holdings at the registration date set by the general meeting of the shareholders which approved the distribution of such dividends, in the same conditions and observing the same rules applicable to other shareholders. The issuer of the depositary certificates is fully responsible that the sums paid as dividends will be received by the holders of the depositary certificates, proportionally with their holdings at the registration date set by the general meeting of the shareholders which approved the distribution of such dividends."

n. The approval for the amendment: (i) of the title of art. 31, (ii) and for the amendment of art. 31 par. (1), (iii) of letter A, (iv) of par. (2) and (v) of par. (3) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"Art. 31 Merger, separation, spin-off, dissolution and liquidation

  • (1) The merger, separation, spin-off and dissolution of the Company shall be made in compliance with the legal provisions and the applicable procedures, including the terms of these Articles of Association.
  • A. Merger, separation and spin-off
  • (2) The Company's merger, separation or spin-off shall be approved by decision of the extraordinary general meeting of the shareholders.
  • (3) In case of a merger, separation or spin-off, the Board must draw up a merger or spin-off plan, according to the legal provisions."

o. The approval for the amendment of art. 32 of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The provisions of these Articles of Association shall be supplemented by the provisions of the Companies Law no. 31/1990, republished, as subsequently amended and supplemented and of Law 24/2017 on issuers of financial instruments and market operations, republished, as well as by the other legal provisions in force."

2. The approval for the amendment of art. 5 par. (3) of the Articles of Association of Societatea Energetică Electrica S.A. by supplementing the secondary activities of the company with the following secondary activities:

  • 6810 Buying and selling of own real estate;
  • 6831 Real estate agencies;
  • 6832 Management of real estate on a fee or contract basis;
  • 7010 Activities of head offices;
  • 7311 Advertising agencies;
  • 8020 Security systems service activities;
  • 8292 Packaging activities;

9499 – Activities of other membership or-ganisations n.e.c.;

Thus, following the supplementing of the secondary activities, the new form of article 5 par. (3) of the Articles of Association of Societatea Energetică Electrica S.A. will be the following (new activities are mentioned in italics):

"(3) The Company may also carry out the following secondary activities:

  • 3514 Trading of energy;
  • 3511 Production of electricity
  • 1813 Pre-printing preparation services;
  • 4329 Other works of construction installations;
  • 4651 Wholesale of computers, computer peripheral equipment and software;
  • 4652 Wholesale of electronic and telecommunications equipment and parts;
  • 4618 Agents specialised in the sale of other particular products
  • 4619 Agents involved in the sale of a variety of goods
  • 4799 Other retail sale not in stores, stalls or markets
  • 5812 Publishing of guides, directories and mailing lists and other similar activities;
  • 5814 Publishing of journals and periodicals;
  • 5819 Other editing activities;
  • 5829 Other software editing;
  • 6110 Wired telecommunications activities;
  • 6120 Wireless telecommunications activities (exclusively satellite);
  • 6130 Satellite telecommunications activities;
  • 6190 Other telecommunications activities;
  • 6201 Computer programming activities upon request (client-oriented software);
  • 6202 Information technology consultancy activities;
  • 6203 Computational resources management activities (management and exploitation);
  • 6209 Other information technology service activities;
  • 6311 Data processing, hosting and related activities;
  • 6312 Web portals activities;
  • 6399 Other informational services activities n.e.c.;
  • 6492 Other credit granting;
  • 6810 - Buying and selling of own real estate;
  • 6820 Renting and operating of own or leased real estate;
  • 6831 Real estate agencies;
  • 6832 - Management of real estate on a fee or contract basis;
  • 7010 Activities of head offices;
  • 7021 Public relations and communication consultancy activities;
  • 7112 Engineering activities and related technical consultancy;
  • 7120 Technical testing and analysis;
  • 7219 Other research and experimental development on natural sciences and engineering;
  • 7311 - Advertising agencies;
  • 7312 Media representation services;
  • 7320 Market research activities and public opinion polling;
  • 7420 Photographic activities;
  • 7490 Other professional, scientific and technical activities;
  • 7733 Rental and lease activities for office equipment (including computers);
  • 8020 - Security systems service activities;
  • 8211 Combined secretarial activities;
  • 8219 Photocopying, documents' management and other secretary activities;
  • 8220 Activities of call centres;
  • 8230 Organization of conventions and trade shows and exhibitions;
  • 8292 - Packaging activities;
  • 8299 Other business support service activities n.e.c.;
  • 8559 Other education n.e.c.;
  • 9101 Library and archive activities;
  • 9102 Museums activities;
  • 9499 Activities of other membership organisations n.e.c.;
  • 9511 Repair of computers and peripheral equipment;
  • 9512 Repair of communication equipment."

3. The approval for the amendment of art. 14 par. (3) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

  • "(3) The ordinary general meeting of the shareholders shall have the following main duties:
    • a. to appoint and revoke the members of the Board and establish the level of their remuneration and other rights according to the legal provisions;
    • b. to establish the income and expenses budget, to set out the activity schedule;
    • c. to establish the income and expenses budget consolidated at the group level;
  • d. to discuss, approve or amend the annual financial statements according to the reports submitted by the Board and the financial auditors;
  • e. to approve the profit distribution according to the law and to establish the dividend;
  • f. to decide on the management activity of the directors and on the discharge of liability, in accordance with the law;
  • g. to decide to file legal actions against the directors, managers as well as financial auditors for damages they caused to the Company by breaching their obligations towards the Company;
  • h. to decide on mortgaging or leasing or closing of one or more units of the company;
  • i. to appoint and revokes the financial auditor and to set the minimum term of the financial audit contract;
  • j. approves the Remuneration Policy for Directors and Managers (appointed by the board of directors);
  • k. approves the Remuneration Report for Directors and Managers (appointed by the board of directors);
  • l. approves the overall limit of all Managers' (appointed by the board of directors) remuneration and remuneration of Board members;
  • m. to carry out any other duties set out by the law."
  • 4. The approval for the amendment of art. 14 par. (4) of the Articles of Association of Societatea Energetică Electrica S.A. , inclusive by eliminating letter o. ("the establishment or dissolution of secondary offices: branches, agencies, representative offices, working points or other similar units without legal status, according to the legal provisions;") and letter p. ("participation in the establishment of new legal persons"), so that art. 14 par.(4) will have the following text:

"(4) The extraordinary general meeting of the shareholders shall decide on the following:

  • a. withdrawal of the preference right of shareholders upon subscription of new shares issued by the Company;
  • b. contracting any type of loans, debts or obligations representing a loan, as well as creating real or personal security related to these loans, in each case in accordance with the competence limits provided in Annex 1 to these Articles of Association;
  • c. operations regarding the acquisition, alienation, exchange or creation of encumbrances over fixed assets of the Company whose value exceeds, individually or cumulated, during any financial year, 20% of the total fixed assets, less receivables;
  • d. leases of tangible assets for periods longer than one year, whose individual or cumulated value towards the same co-contractor or involved persons or with whom it acts in concert exceeds 20% of the fixed assets value, less receivables at the time of entering in the relevant operation, as well as joint ventures in excess of the same value and with a duration of over one year;
  • e. approving investment projects in which the Company will be involved in accordance with the competence limits provided in Annex 1 to these Articles of Association, other than the ones provided in the annual investment plan of the Company;
  • f. approving the issuance and admission to trading on a regulated market or on a multilateral trading facility of shares, depositary certificates, allotment rights or other similar financial instruments; approving the competencies delegated to the Board;
  • g. changing the legal form;
  • h. relocation of the registered office;
  • i. changing the main or secondary business objects;
  • j. increasing the share capital, as well as decreasing the share capital, according to the law;
  • k. the merger, the spin-off or the separation;
  • l. the dissolution of the Company;
  • m. carrying out any bond issuance, as per the provisions of art. 10 of the Articles of Association, or conversion of a category of bonds in a different category or in shares;
  • n. approving the conversion of preferential and nominative shares from one category to another, according to the law;
  • o. any other amendment to the Articles of Association;
  • p. approval of the eligibility and independence criteria with respect to the Board members;
  • q. approval of the corporate governance strategy of the Company, including the corporate governance action plan;
  • r. donations within the limits of the competence provided in Appendix 1 to these Articles of Association; and
  • s. approves granting of intragroup loans with a value of more than EUR 50 Million per operation;
  • t. any other decision that requires the approval of the extraordinary general meeting of the shareholders."

5. The approval for the amendment of art. 16 par. (3) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"(3) For the valid deliberations of the extraordinary general meeting of the shareholders, the following are necessary:

a) at the first convening, the presence of shareholders representing one quarter (1/4) of the total number of voting rights, and decisions must be taken with the majority of the votes held by the shareholders present or validly represented in the meeting, except for (A) the attributions provided in art. 14 (4), letters (e), (o), (p), (q) and (r), in which case the decisions will be taken with the favourable vote of at least 55% of the total number of voting rights, and (B) the attributions provided in art. 14 (4) (g), (i) in what concerns the main business object, (j), (k) and (l), in which case the decision will be adopted with a majority of at least two thirds (2/3) of the voting rights held by the shareholders present or validly represented in the meeting, but not less than 55% of the total voting rights. In case the quorum provided at this point (3) (a) of the current article is not duly met for a particular resolution, the meeting shall meet to debate and vote on that resolution, at the second convening;

b) at the second and subsequent convening, the extraordinary general meeting of the shareholders can deliberate with respect to the items on the agenda of the first meeting in the presence of the shareholders holding one fifth (1/5) of the total number of voting rights and can adopt decisions with the majority of the votes held by the shareholders present or validly represented in the meeting, except for the (A) attributes provided in art. 14 (4) letters (e), (o), (p), (q) and (r), situation in which the decisions shall be taken with the favourable vote of at least 55% of the total number of voting rights and (B) attributes provided in art. 14 (4) points (g), (i) regarding the main business object, (j), (k) and (l), in which case the decision will be adopted with at least two thirds (2/3) of the voting rights held by shareholders present or validly represented in the meeting, but not less than 55% of the total voting rights."

6. The approval for the amendment of art. 16 par. (12) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The Chairman shall take such measures or give directions as it might be necessary to promote the orderly conduct of the meeting as laid down in the convening notice of the meeting, including adjourning the meeting at any time if it is necessary to secure the proper and orderly conduct of the meeting. The Chairman's decision on matters of procedure or arising incidentally from the meeting shall be final as shall be his determination as to whether any matter is of such a nature."

7. The approval for the amendment of art. 18 par. (22) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The debates are audio recorded and, as the case may be, video recorded, and are registered in the minutes of the meeting. The minutes will comprise the participants' names, the agenda and the order of the deliberations, the taken decisions, the number of casted votes and the dissenting opinions and indicating the person having requested the registration, other matters / information it believes are noteworthy. The minutes will be signed by the Chairman, by a director that attended the meeting and by the secretary of the meeting. The audio recordings and, if the case, video recordings, complement the minutes of the meeting, for each committee or board meeting."

8. Approval for the amendment of art. 18 para. (24) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The Board delegates the Company's management to one or more managers, appointing one of them general manager (the " General Manager "). The position of General Manager may not be held by one of the directors, with the exception of the case when the director accepts to renounce to his mandate and to his director attributions, in order to ocupy the General Manager position."

9. The approval for the amendment of art. 18 par. (30) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The members of the Board are jointly or severally liable, as the case may be, towards the Company for the damages resulted from criminal offences or from breaches of their obligations under their mandate agreements."

10. The approval for the amendment of art. 19 letter A par. (1) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

" (1) The Board shall have mainly the following duties:

  • a. approves the proposals regarding the global strategy including but not limited to Company's development and restructuring ;
  • b. approves the organisational chart and the organisation and functioning regulation of the Company;
  • c. approves the level of professional liability insurance for the General Manager and the other managers to whom the management of the Company was delegated;
  • d. decides the main directions of the Company's activity and development;
  • e. decides the accounting policies and the financial control system and approves financial planning;
  • f. appoints and revokes the managers, including the General Manager, and establishes their remuneration;
  • g. supervises the managers' activity and represents the Company with respect to the managers;
  • h. submits the application for the opening of the Company's insolvency proceedings, according to the law;
  • i. if the case, exercises the duties delegated by the extraordinary general meeting of the shareholders, in accordance with the law;
  • j. concludes legal acts in the name and on behalf of the Company through which to acquire assets for the Company, to dispose of, lease, change or create encumbrances over the assets in the Company's patrimony, with the approval of the general meeting of the shareholders, when the law or these Articles of Association impose such condition;
  • k. approves the delegation of duties to managers (including the General Manager) for the fulfilment of its operations;
  • l. submits to the general meeting of the shareholders for approval, within a maximum of 4 months from the end of the financial year, the annual financial statements of the Company prepared for the previous financial year, based on the directors' report and on the financial auditor's report;
  • m. submits to the general meeting of shareholders for approval, the remuneration policy and the remuneration report;
  • n. makes recommendations to the shareholders in relation to the distribution of the profit;
  • o. endorses the draft activity program and the draft of the Company's budget and submits them to the general meeting of the shareholders for approval within the period provided in letter l);
  • p. convenes the general meeting of the shareholders whenever necessary, according to the legal provisions;
  • q. approves the organization and functioning regulation of the Board and of its committees;
  • r. empowers the General Manager to negotiate the collective labour agreement;
  • s. decides the duties and the level of contracting bank loans, commercial loans and approves the deliverance of the encumbrances related to these loans, in accordance with the competence limits for which a decision of the general meeting of the shareholders is required, as per Annex 1 to these Articles of Association;
  • t. approves the granting of intragroup loans with a value lower than or equal to EUR 50 Million per operation;
  • u. approves the participation in the establishment of new legal persons with/without patrimonial purpose and of their articles of association. ;
  • v. approves the association agreement with other legal and individual persons without establishing new legal persons. ;
  • w. establishes and approves changes in the income and expenses budget's structure approved by the general meeting of the shareholders, within the limits for which the Board was mandated;
  • x. establishes and approves the level of remuneration of the Board's secretary;
  • y. approves the annual consolidated investment plan at a group level (CAPEX plan);
  • z. approves the establishment or dissolution of secondary offices: branches, agencies, representative offices, working points or other similar units without legal status, according to the legal provisions;
  • aa. fulfils any other duties established by the general meeting of the shareholders or provided by the legal provisions."

11. The approval for the amendment of art. 19 letter B par. (7) of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The audit and risk committee must review all the documents and the operations provided by article 14 paragraph (4) b), c), d) and e) and to make available to the Board a detailed recommendation related to, inter alia, the necessity, the opportunity, the potential risks and benefits related to these operations."

12. The approval for the amendment of art. 19 letter D par. 25 of the Articles of Association of Societatea Energetică Electrica S.A. by introducing three new letters after letter i), numbered j), k) and l), with the text indicated below:

"The General Manager shall have mainly the following duties: (…)

  • j. endorses the participation in the establishment of new legal entities with patrimonial/nonpatrimonial purpose and their Articles of Association;
  • k. endorses association contracts with other legal or natural persons without the establishment of new legal persons;

l. approves contracts regarding the provision of services by the Company for the benefit of affiliated parties or by affiliated parties for the benefit of the Company within his competencies."

13. The approval for the amendment of art. 20 par. (1) letter A of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

  • "A. The extraordinary general meeting of the shareholders of the Company, for the subsidiaries in which the Company directly holds the capacity of shareholder/associate, with respect to the following:
    • a. withdrawing of the preference right of the shareholders/associates to subscribe for shares newly issued by the subsidiaries;
    • b. the issuing and admission to trading on a regulated market or on a multilateral trading facility of shares, certificates of deposit, allotment rights or other similar financial instruments;
    • c. changing the subsidiaries' legal form;
    • d. changing the subsidiaries' main business object;
    • e. shares/social parts transfer, with the exception of the shares/social parts which are transferred within the Electrica Group
    • f. dissolving the subsidiaries;
    • g. carrying out any issuance of bonds or changing the category of bonds into another category or into shares; and
    • h. the conversion of preferential and nominative shares from one category into another, and also the conversion of shares in dematerialized form into shares in materialized form, according to the law.
    • i. contracting by the subsidiaries of any bank loans from local and foreign markets or commercial credits, irrespective of their duration, if their amount exceeds, individually or cumulatively, during a financial year, half of the book value of the assets of the subsidiary at signing date and of the related collaterals;
    • j. approving investment projects to which the subsidiaries will participate and which will trigger expenses / contributions higher than EUR 25 million (at the exchange rate RON / EUR valid at the date of convening) for each project, except the above mentioned of which approval is infringing the legal provisions on separating the distribution activities from other activities that are not related to distribution (i.e. unbundling), under which, inter alia, the parent company cannot give any instructions regarding the activity of distribution, if any, and / or take any individual decision regarding the construction or rehabilitation of power distribution capacity, as appropriate."

14. The approval for the amendment of Articles of Association of Societatea Energetică Electrica S.A. by eliminating par. (3) of art. 20, respectively the following text:

"The Board is obliged to inform the general meeting of shareholders of the subsidiaries after adopting decisions provided under art. 20 paragraph (1)B letters a, b, c, d, and l above."

15. The approval for the amendment of art. 21 of the Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The Company shall maintain, by the care of the Board all the registers provided by the law. Compliance with this obligation will be audited at least biannually by the internal auditors."

16. The approval for the amendment of art. 26 of the Articles of Association of Societatea Energetică Electrica S.A., by (i) amendment of the name of the article and of par. (1), as well as by (ii) eliminating par. (2), with the text "(2) The balance sheet and the profit and

loss statement shall be published in the Official Gazette according to the legal provisions.", so that art. 26 will have the following text:

"Art. 26. Accounting records and financial statements

(1) The Company shall keep the accounting records in RON and shall elaborate the financial statements on a yearly basis, considering the methodological norms elaborated by the Ministry of Finance."

(2) The Company will publish the annual financial results and of their respective annexes in compliance with the legal provisions, under the responsability of the General Manager."

17. The approval for the amendment of Articles of Association of Societatea Energetică Electrica S.A. by eliminating par. (3) of art. 29, respectively the following text:

"The terms for the Company's participation in the establishment of new legal entities or partnership agreements shall be decided in the articles of association or the partnership contract, which shall be approved by the general meeting of shareholders."

  • 18. The approval for the renumbering of the articles/paragraphs/letters/items of the Articles of Association of Societatea Energetică Electrica S.A. amended following the decisions adopted in items 1-17 of the EGMS agenda.
  • 19. The empowerment of the Chairman of the Board of Directors to sign the Articles of Association of Societatea Energetică Electrica S.A. amended according to the decisions adopted in items 1-18 of the EGMS agenda.
  • 20. 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:

  • (i) 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;
  • (ii) 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 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-ofattorney, 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 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 legal representative/proxy (ID for Romanian citizens or passport for foreign citizens);
  • (iv) in case of votes submitted by legal person proxy: the proof of the natural's person capacity that represents the legal person proxy 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 Registry 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.

II. 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):

  • (1) From the date of the publication of the calling in the Official Gazette and until (and including) the date of the EGMS, in the first or second calling:
    • (a) The Extraordinary General Meeting of Shareholders Convening Notice;
    • (b) The documents related to items 1-18 on the agenda of the Extraordinary Meeting of Shareholders.
    • (c) the total number of shares and the voting rights on the calling date;
    • (d) the full text of the draft resolutions proposed to be adopted by the EGMS;
    • (e) the form of special powers of attorney to be used for voting by representative;
    • (f) the voting ballot form for the vote by correspondence;
    • (g) other information/documents regarding the items included on the agenda of the EGMS.

The documents mentioned at point 1. letter (a), (d), (e), (f) and (g) shall be amended and republished if new items will be added to the EGMS agenda.

In order to obtain hard copies of the documents mentioned at item (1) above, shareholders must address requests in writing in this regard at the Company's Registry Desk (which is open from Monday to Thursday between 08:00-17:00 (Romanian time), and on Fridays between 08:00- 14:30 (Romanian time), or to the email address [email protected], so that these are received by the Company starting with 19 August 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.

III. Questions regarding the agenda/the Company's activity

The Company's shareholders, subject to fulfilling the identification requirements set out above in Section I (The identification requirements applicable to the shareholders), may ask questions in writing, in Romanian or in English, regarding the items on the agenda of the EGMS, the Company's activity, prior to the date of the EGMS. 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 (which is open from Monday to Thursday between 08:00-17:00 (Romanian time), and on Fridays between 08:00- 14:30 (Romanian time), or (ii) via e-mail, with incorporated extended electronic signature, as per Law no. 455/2001 on the electronic signature, at [email protected], so as to be received by the Company until 11 October 2022, inclusively, stating clearly in writing in capital letters: "QUESTIONS REGARDING THE AGENDA/THE COMPANY'S ACTIVITY – FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 12/13 OCTOBER 2022".

As regards questions addressed in hardcopy, they must be signed by the shareholders that are natural persons or by the legal representatives of the shareholders that are legal persons.

The Company shall answer these questions during the EGMS and it may give a general answer to questions with the same content. In addition, an answer is considered given if the relevant information is available on the Company's website, at www.electrica.ro/en/, under Investors section -> General Meeting of Shareholders.

IV. The right of shareholders to add new items on the EGMS agenda

Shareholders representing, individually or together, at least 5% of the Company's share capital are entitled, within no more than 15 days from the publication of the EGMS convening notice, to request in writing that new items are added on the general meeting's agenda.

These requests made by the shareholders must fulfil the following cumulative conditions:

  • (a) to be accompanied by documents evidencing the fulfilment of the identification requirements mentioned in section I (The identification requirements applicable to the shareholders) above, applicable both to the shareholders that are natural persons and/or to the legal representative of the shareholders that are legal persons and that request the addition of new items on the agenda, and that shall be sent to the Company as per the provisions of letter (c) below;
  • (b) each new item to be accompanied by a justification or by a draft resolution proposed to be adopted by the EGMS. Those shareholders are also entitled to present in writing draft resolutions for the items included or proposed to be included on the agenda of the EGMS;
  • (c) to be addressed to the Company's Board of Directors and sent in writing, within the legal deadline, either (i) in hardcopy (in person or by post/courier services, with confirmation of receipt), at the Company's Registry Desk at the Company's headquarters (which is open from Monday to Thursday between 08:00-17:00 (Romanian time), and on Fridays between 08:00-14:30 (Romanian time), excepting the legal holidays, or (ii) via e-mail, with incorporated extended electronic signature, as per Law no. 445/2001 on the electronic signature, at [email protected], so as to be received by the Company until 5 September 2022, inclusively. Both means of transmission must state clearly in writing in capital letters: "PROPOSAL OF NEW ITEMS ON THE AGENDA – FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 12/13 OCTOBER 2022";
  • (d) for the proposals sent in hardcopy, they must be signed by the shareholders that are natural persons or by the legal representatives of the shareholders that are legal persons.

If the case, the supplemented convening notice and the updated corresponding documents will be available to the shareholders, as of the date of 13 September 2022, at the Company's Registry Desk (which is open from Monday to Thursday between 08:00-17:00 (Romanian time), and on Fridays between 08:00-14:30 (Romanian time), as well as on the Company's website at www.electrica.ro/en/, under Investors section -> General Meeting of Shareholders and the supplemented convening notice will also be published in the Official Gazette of Romania and a widespread daily newspaper in accordance with the legal provisions.

V. Participation of the shareholders to the EGMS

The shareholders registered on the Reference Date in the Company's shareholders' register kept by Depozitarul Central SA may attend the EGMS and vote:

  • in person by direct vote;
  • through a representative with 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); or by a credit institution providing custody services;
  • by correspondence;
  • by electronic means using the platform electrica.voting.ro.

(a) Voting in person

In case of voting in person, the shareholders that are natural persons and the shareholders that are legal persons shall be entitled to participate in the EGMS by the mere proof of their identity, and their legal representatives', respectively, as the case may be, according to the identification requirements mentioned in Section I (The identification requirements applicable to the shareholders) above.

(b) Voting through a representative with a special or a general power of attorney or by a credit institution providing custody services

The representation of shareholders in the EGMS may be done through a representative/proxy, who may be another shareholder or a third party, by filling in and signing the form for the special power of attorney. In case of the discussion within the EGMS, in accordance with the legal provisions, of items not included on the published agenda, the proxy may vote in their respect according to the interest of the represented shareholder.

A shareholder may also grant a valid general power of attorney for a period that shall not exceed 3 years, unless the parties did not stipulated a longer period, allowing its representative to vote in all maters debated by the EGMS, including the acts of disposal, under the condition that the power of attorney is granted by the shareholder, as client, to an "intermediary", as defined in the capital market legislation, or to a lawyer. In case the shareholder is represented by a credit institution providing custody services, the latter may vote in the EGMS based on the voting instructions received by way of electronic communication means, without being necessary the issuance of a special power-ofattorney or a general one. The custodian bank shall vote solely in accordance with and within the limits of instructions received from its clients, in their capacity as shareholders at the Reference Date. The general powers of attorney, as the case may be and the votes casted by credit institutions providing custody services shall be accompanied by the declarations indicated at Section 1 above (The identification requirements applicable to the shareholders).

A shareholder may appoint only one person to represent it at the EGMS meeting. Nevertheless, a shareholder may appoint by its power of attorney one or more substitute representatives to ensure its representation in the EGMS in case the appointed representative is unable to fulfil its mandate. If by the power of attorney more substitute representatives are appointed, the shareholder shall determine the order in which they will exercise their mandate.

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 special power of attorney, the declaration of the legal representative of the intermediary or, as the case may be, of the lawyer or of the credit institution providing custody services and the general power of attorney (before being used for the first time), mentioned above, filled in and signed by the shareholders, shall be submitted in writing either (i) in original (in what concerns the special power of attorney, the declaration of the legal representative of the intermediary or, as the case may be, of the lawyer and of the credit institution providing custody services) or in copy containing the mention of its conformity with the original under the representative's signature (in what concerns the general power of attorney) in hardcopy (in person or by post/ courier service, with confirmation of receipt) at the Company's Registry Desk at the Company's headquarters (which is open from Monday to Thursday between 08:00-17:00 (Romanian time), and on Fridays between 08:00-14:30 (Romanian time), or (ii) via e-mail, with incorporated extended electronic signature, as per Law no. 445/2001 on the electronic signature, at [email protected], so as to be received until 6 October 2022, inclusively (namely at least 2 business days before the EGMS takes place), under penalty of losing the right to vote in the EGMS, signed, without any further formalities in connection with the form of these documents. Both means of transmitting the powers of attorney must state clearly in writing in capital letters: "POWER OF ATTORNEY – FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 12/13 OCTOBER 2022".

For identification purposes, the special power of attorney shall be accompanied by documents attesting the fulfilment of the identification requirements mentioned in section I (The identification requirements applicable to the shareholders).

The general power of attorney granted by a shareholder, as client, to an intermediary, as defined in the capital market legislation, or to a lawyer, shall be valid without presenting other additional documents relating to that shareholder, if the power of attorney is drafted according Regulation no. 5/2018 on the issuers of financial instruments and market operations, is signed by the shareholder in question and is accompanied by an affidavit given by the legal representative of the intermediary or by the lawyer that has received the mandate by the general power of attorney, evidencing that: (i) the power of attorney is granted by that shareholder, as client, to the intermediary, as defined in the capital market legislation, or to the lawyer, as the case may be, and (ii) the general power of attorney is signed by the shareholder, inclusively by adding an extended electronic signature, if the case.

The special and general powers of attorney are valid for both the first calling of the EGMS and the second calling of the EGMS, should the legal and/or statutory quorum provided for holding the EGMS at the first calling not be met.

The special or, as the case may be, general powers of attorney or the documents attesting the capacity of the legal representatives shall be retained by the Company and a mention in this regard shall be made in the minutes of the meeting.

The shareholders cannot be represented in the EGMS through a general power of attorney by a person that is in a situation of conflict of interests according to art. 105 para. 15, of Law no. 24/2017 regarding the issuers of financial instruments and market operations, republished. The proxy cannot be substituted by another person unless this right has been expressly conferred to him by the shareholder (without prejudice to the shareholder's right to appoint an substitute representative). If the proxy is a legal person, it may execute the granted proxy through any person that is part of the administrative or management body or any of its employees, subject to the identification requirements set out in Section I above (The identification requirements applicable to the shareholders).

The special power of attorney form:

  • (a) shall be made available to the shareholders by the Company as of 19 August 2022, on the Company's website at www.electrica.ro/en/, under Investors section > General Meeting of Shareholders;
  • (b) the special power of attorney form shall be updated by the Company if there will be new items added on the agenda of the EGMS and the updated version shall be published on the Company's website at www.electrica.ro/en/, under Investors section -> General Meeting of Shareholders, on 13 September 2022. In case the agenda is supplemented/updated and the shareholders do not send updated special powers of attorney, the powers of attorney submitted prior to the supplement/update of the agenda shall be taken into consideration only for the items that are also found on the initial agenda;

(c) shall be filled in by the shareholder in three (3) originals: one for the shareholder, one for the proxy, and one for the Company.

The Company accepts the appointment of representatives by electronic notification sent to the e-mail address [email protected] according to Law No. 455/2001 on the electronic signature. In this case, the power of attorney shall be submitted by extended electronic signature.

(c) Voting by correspondence

Casting the shareholders' vote in the EGMS may also be done by correspondence, by duly filling in, signing, and transmitting the voting ballot form for voting by correspondence.

The voting ballot forms for voting by correspondence, filled in and signed by the shareholders shall or by the representatives of the shareholders, appointed according to the legal provisions shall be submitted in writing either (i) in original, in hardcopy (in person or by post/courier service, with confirmation of receipt) at the Company's Registry Desk at the Company's headquarters (which is open from Monday to Thursday between 08:00-17:00 (Romanian time), and on Fridays between 08:00-14:30 (Romanian time), or (ii) via e-mail, with incorporated extended electronic signature, as per Law no. 455/2001 on the electronic signature, at [email protected], so as to be received until 6 October 2022, inclusively, namely at least 2 (two) business days before the EGMS takes place, under penalty of losing the right to vote in the EGMS, signed, without any further formalities in connection with the form of these documents. Both means of transmitting the powers of attorney must state clearly in writing in capital letters: "VOTING BALLOT FORMS FOR VOTING BY CORRESPONDENCE – FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 12/13 OCTOBER 2022".

The voting ballot forms for voting by correspondence shall be accompanied by the applicable documents attesting the fulfilment of the identification requirements mentioned in Section I above (The identification requirements applicable to the shareholders) and submitting the empowerments / related declarations.

The voting ballot forms for voting by correspondence thus received are valid for both the first calling of the EGMS and the second calling of the EGMS, should the legal and/or statutory quorum conditions provided for holding the EGMS at the first calling not be met.

The voting ballot form for voting by correspondence:

  • (a) shall be made available to the shareholders by the Company as of 19 August 2022 on the Company's website at www.electrica.ro/en/, under Investors section > General Meeting of Shareholders.
  • (b) shall be updated by the Company if there will be new items added on the agenda of the EGMS and the updated version shall be published on the Company's website at www.electrica.ro/en/, under Investors section > General Meeting of Shareholders, on

13 September 2022. In case the agenda is supplemented/updated and the shareholders, or, as case, their proxy, do not send updated voting ballot forms for voting by correspondence, the voting ballot forms for voting by correspondence submitted prior to the supplement/update of the agenda shall be taken into consideration only for the items that are also found on the initial agenda.

(d) Electronic vote

Shareholders registered in Company's Shareholders Register held by Depozitarul Central S,A, at the Reference Date may also participate and vote in the EGMS by using electronic means of voting in accordance with art. 197 of FSA Regulation no. 5/2018, par (1)-(6) on any device connected to the Internet, using a dedicated platform available by accessing the following link https: electrica.voting.ro ("Platform").

In order to participate and send votes through the platform, the shareholder must proceed to create a user account (user and password). For authentication, shareholders will provide the following information:

In the case of natural persons:

  • first name and surname;
  • email address;
  • Personal identification number;
  • copy of the identity document (ID, passport, residence permit);
  • documents certifying compliance with the identification requirements set out in Section I of the GMS Convening Notice (Identification Requirements applicable to shareholders);

  • Phone number (optional).

In the case of legal persons:

  • name of the legal entity;
  • Sole Registration Code (in Romania CUI);
  • first name and surname of the legal representative;
  • the personal identification number of the legal representative;
  • email address;
  • documents certifying compliance with the requirements set out in Section I of the GMS Convening Notice (Identification requirements applicable to shareholders);
  • phone number (optional).

Documents submitted in a foreign language other than English shall be accompanied by a certified translation into Romanian or English.

The previously mentioned documents will be uploaded on the platform electrica.voting.ro, in the dedicated fields. Files that can be uploaded should have one of the following extensions: .jpg, .pdf, .png.

The Company can confirm the shareholder status on the Reference Date of a user registered in the Platform (thus confirming that the said user is a shareholder with the right to vote in the EGMS) only on the basis of the shareholder register provided by the Central Depository in 5 working days from the Reference Date.

Therefore, the accounts may be created starting with 22 September 2022. The representatives of the Company will check all the documents uploaded to the Platform. After this verification, the user will receive an email confirming his registration as a shareholder with the right to vote in the EGMS.

If Electrica' representatives identify the need to provide additional documents to validate the quality of shareholder, respectively representative of a shareholder, they will be requested by email, and confirmation of registration as a shareholder with voting rights will be done after completing the requested information/documents by Electrica.

After creating the account, the shareholders can log in to the Platform, thus being able to vote on the items listed on the agenda online before the date of the EGMS, and they can also participate and vote live during the EGMS (through the Platform, remotely or even if they are present in the meeting room). The shareholders can log in and vote whenever they want during the subsequent period of the account activation and/or live, the last voting option (before the expiration of the dedicated voting session) being the one registered. If the shareholder did not receive confirmation of his/her vote through the Platform, then the respective vote was not registered. The shareholders can check after the completion of the voting session of the EGMS meeting how they voted and that the votes were validated, receiving a confirmation email in this regard. Following the EGMS meeting, within 48 hours, all user accounts created through the Platform will be deleted.

Electrica is not and cannot be held responsible for the impossibility of shareholders' participation and voting by electronic means, if the shareholder does not have the appropriate technical means (internet connection and one of the following electronic devices: computer, laptop, smartphone, tablet). Electrica does not provide to its shareholders the above-mentioned technical means.

The procedure for attending and voting by electronic means is made available to shareholders on the company's website: www.electrica.ro/en, Section "Investors" -> "General Meeting of Shareholders" starting with the date of publishing of this Convening Notice.

The shareholders access in the meeting room, on the date set for holding the meeting, is allowed: (i) as regards shareholders that are natural persons or the legal representative of the shareholders that are legal persons, though the simple proof of identity, which consists of presenting in original the identification document, and (ii) as regards shareholders that are legal persons and of shareholders that are natural persons and participate by representative, through the power of attorney given to the person that represents them and presenting in original the identification document of the legal representative/proxy.

The verification and validation of the submitted special/general powers of attorney, as well as the centralization, verification, validation, and recording of votes by correspondence shall be made by a commission established within the Company, the members of which shall keep safe the document and ensure confidentiality of the votes casted as such. The powers of attorney shall be also verified by the technical secretary of the EGMS.

The access of other persons in the meeting room

Any specialist, consultant, expert or financial analyst can participate at the general shareholders meeting on the basis of a prior invitation by the Board of Directors.

The accredited journalists can participate, as well, to the general meeting of shareholders, except the case in which the Chairman of the Board of Directors decides otherwise. These will be able to participate on the basis of the identity card and a badge which certifies the journalist capacity.

The access of the above-mentioned persons in the meeting room, on the date established for the conducting of the respective general shareholders meeting, is allowed by proof of identity, which consists of the presenting the original identification document, and for the specialists, consultants, experts or financial analysts and by invitation by the Board of Directors.

The "abstention" vote shall not be deemed to be a vote cast for the purpose of determining the majority required to pass a resolution at a general meeting of shareholders.

Additional information regarding the EGMS may be obtained from the Investors Relation Department, at the telephone number: +4021.208.5035, through e-mail at [email protected] and on the Company's website at www.electrica.ro/en/, under the Investors section -> General Meeting of Shareholders".

18 August 2022

CHAIRMAN OF THE BOARD OF DIRECTORS

Iulian Cristian Bosoancă

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