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: 30 October 2023

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 Ordinary General Meeting of Shareholders and Extraordinary General Meeting of Shareholders of Societatea Energetica Electrica S.A. on 20 December 2023

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 Ordinary General Meeting of Shareholders on 20 December 2023, 10:00 o'clock (Romanian time), and the Extraordinary General Meeting of Shareholders on 20 December 2023, 11:30 o'clock (Romanian time).

The information materials related to the agenda of Electrica's OGMS and 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 > 2023 GMS > General Meeting of Shareholders as of 20 December 2023 section starting with 31 October 2023, latest 17 November 2023, according to the Convening Notice. The documents can also be requested in hardcopy at Electrica's Registry Desk located at its headquarters, according to the Convening Notice.

The convening of Electrica's OGMS and EGMS was approved in the Company's Board of Directors meeting dated 30 October 2023. On 31 October 2023, the Convening Notice of the OGMS and 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 Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders of Societatea Energetica Electrica SA on 20 December 2023.

CEO Alexandru-Aurelian Chirita

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 ORDINARY GENERAL MEETING OF SHAREHOLDERS AND 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 Commercial Registry 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 minutes of the meeting of the board of directors (the Board of Directors) of the Company dated 30 October 2023,

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, as subsequently amended, 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 Ordinary General Meeting of Shareholders (OGMS) and the Company's Extraordinary General Meeting of Shareholders (EGMS) on 20 December 2023 as it follows:

• OGMS 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;

and

• EGMS starting at 11:30 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 OGMS and the EGMS, respectively, not be met on the date mentioned above as the date of the first calling, a second OGMS and a second EGMS, respectively, shall be convened and established for 21 December 2023, having the same agenda, as it follows:

• OGMS 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;

and

• EGMS starting at 11:30 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 21 November 2023 (Reference Date) have the right to attend and cast their votes in the OGMS and respectively the EGMS. Should there be a second calling of the OGMS and respectively of the EGMS, the Reference Date remains the same.

The agenda of the OGMS will be the following:

1. Approval of the condensed separate interim financial statements as at and for the ninemonths period ended 30 September 2023 for Societatea Energetica Electrica S.A., drafted for the merger by absorption between Societatea Energetica Electrica SA as absorbing company, and Societatea Electrica Productie Energie SA, Electrica Energie Verde 1 SRL and Green Energy Consultancy & Investments SRL, as absorbed companies, based on the 2023 standalone report of the directors and the independent auditor's report.
2. Election of a new member of the Company's Board of Directors to fill in the vacant position, following the termination of the term of office of the independent director George Cristodorescu. The term of the mandate of the elected director will be for a duration equal to the period remaining until the expiry of the mandate for the vacant position, respectively until 28 April 2025. The form of the mandate agreement for the new Board of Directors' member was approved through the Ordinary General Meeting of Shareholders' Resolution No. 1 from 9 February 2018, and the remuneration due to the new director will be according to the Remuneration Policy for Directors and Executive Managers approved through the Ordinary General Meeting of Shareholders' Resolution No. 1 from 27 April 2023.
3. Empowerment of the representative of the shareholder the Ministry of Energy, present in the OGMS, to sign, on behalf of the Company, the mandate agreement concluded with the member of the Board of Directors elected as per item 2 above.
4. 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 the Bucharest Tribunal, as well as the publication of the EGMS resolution according to the law.

The agenda of the EGMS will be the following:

1. Informing the Extraordinary General Meeting of shareholders ("EGMS") of Societatea Energetica Electrica SA ("ELSA" or "Electrica"), considering the capacity of Electrica of participating company in the merger process and of shareholder/associate of the companies Electrica Producție Energie SA ("EPE") and Green Energy Consultancy & Investments SRL ("GECI"), regarding (i) the decision of Electrica's Board of directors regarding the approval for expressing a favourable vote ("for") of ELSA in the extraordinary general meeting of shareholders

("EGMS") of EPE and mandating the representative of ELSA to participate and vote in the EGMS of EPE, and mandating the representative of ELSA to adopt and sign the Resolution of the Sole Shareholder of GECI, and (ii)the decision of the Board of Directors of EPE regarding the mandate of the representative of EPE to adopt and sign the Resolution of the Sole Shareholder of EEV1 regarding the following aspects:

1.1. The authenticated Draft Terms of Merger, to be submitted with the Trade Register within the Bucharest Court of Law, in order to be published in the Official Gazette, Part IV, ("Draft Terms of Merger"). The financial statements used for determining the conditions of the merger, namely the financial statements drafted as and for the period that ended on 30.09.2023, were audited by the financial auditor in case of ELSA and accompanied by the censors' report in case of EPE, GECI and EEV1. When the draft terms of merger were drawn up, the events which occurred after this date and impacted the implementation of the merger were taken into consideration;
1.2. The process of merger by absorption, whereby ELSA, as the absorbing company, will absorb EPE, GECI and EEV1, as the absorbed companies, according to the provisions of art. 238 para. (1) let. a) of Law on Companies no. 31/1990 and according to the provisions of the Draft Terms of Merger, a process which mainly involves the transfer of all the assets and liabilities that belong to EPE, GECI and EEV1 to ELSA, followed by the dissolution without winding up of EPE, GECI and EEV1. The merger will be carried out without increasing the share capital of ELSA.
1.3. The actual date of the Merger, as stipulated in the Draft Terms of Merger, namely 31 December 2023 ("Effective Date");
1.4. The implementation of the Merger, namely the transfer of all the assets and liabilities that belong to the absorbed companies, EPE and GECI, to the absorbing company, ELSA, according to the provisions of Law on Companies no. 31/1990, of the Draft Terms of Merger and of the statements of the absorbed companies on the settlement of the liabilities.
2. Informing the Extraordinary General Meeting of shareholders ("EGMS") of Societatea Energetica Electrica SA ("ELSA" or "Electrica"), by considering the capacity of Electrica of participating company in the merger process between Electrica, as the absorbing company, and EPE, GECI and EEV1, as the absorbed companies (hereinafter collectively referred to as "Companies"), about the report of ELSA's directors, drawn up in accordance with art. 243² from the Companies' Law no. 31/1990 and the expert's report on the exchange rate, drawn up according to art. 243³ from the Companies' Law no. 31/1990.
3. Informing the Extraordinary General Meeting of shareholders ("EGMS") of Societatea Energetica Electrica SA ("ELSA" or "Electrica"), by considering the capacity of Electrica of participating company in the merger process between Electrica, as the absorbing company, and EPE, GECI and EEV1, as the absorbed companies (hereinafter collectively referred to as "Companies"), regarding the price established according to the valuation standards in force, according to the law, which is to be paid by ELSA for the shares of the persons that exercise their right to withdraw from the company, in value of RON 9.66/share, according to Valuation report no. 894/28.10.2023, drafted by Darian DRS SA, an independent valuator registered with A.S.F., appointed according to the legal provisions;
4. Approval by the Extraordinary General Meeting of shareholders ("EGMS") of Societatea Energetica Electrica SA ("ELSA" or "Electrica"), by considering the capacity of Electrica of participating company in the merger process between

Electrica, as the absorbing company, and EPE, GECI and EEV1, as the absorbed companies (hereinafter collectively referred to as "Companies"), of the following:

4.1. The authenticated Draft Terms of Merger, to be submitted with the Trade Register within the Bucharest Court of Law, in order to be published in the Official Gazette, Part IV, ("Draft Terms of Merger"). The financial statements used for determining the conditions of the merger, namely the financial statements drafted on and for the period that ended on 30 September 2023, were audited by the financial auditor in case of ELSA and accompanied by the auditors' report in case of EPE, GECI and EEV1. When the draft terms of merger were drawn up, the events which occurred after this date and impacted the implementation of the Merger were taken into consideration;
4.2. The process of merger by absorption, whereby ELSA, as the absorbing company, will absorb EPE, GECI and EEV1, as the absorbed companies, according to the provisions of art. 238 para. (1) let. a) of Law on Companies no. 31/1990 and according to the provisions of the Draft Terms of Merger, a process which mainly involves the transfer of all the assets and liabilities that belong to EPE, GECI and EEV1 to ELSA, followed by the dissolution without winding up of EPE, GECI and EEV1. The merger will be carried out without increasing the share capital of ELSA.
4.3. The actual date of the Merger, as stipulated in the Draft Terms of Merger, namely 31 December 2023 ("Effective Date");
4.4. The implementation of the Merger, namely the transfer of all the assets and liabilities that belong to the absorbed companies, EPE, GECI and EEV1, to the absorbing company, ELSA, according to the provisions of Law on Companies no. 31/1990, of the Draft Terms of Merger and of the statements of the absorbed companies on the settlement of the liabilities. The rights over the assets and liabilities that belong to the absorbed companies will be legally transferred as an effect of the process of merger by absorption, by means of a universal transfer, to ELSA, on the Effective Date, and the transfer will be implemented according to the Draft Terms of Merger. ELSA, as the absorbing company, and EPE, GECI and EEV1, as the absorbed companies, will conclude, at any time until the Effective Date, delivery and acceptance protocols, which will become effective on the Effective Date, which will list all the assets and liabilities that are transferred following the Merger. After the Effective Date, ELSA may also conclude, as the case may be, one or several transfer protocols which will list the assets and liabilities that are transferred following the Merger. ELSA will also take over all the movables of EPE, GECI and EEV1, and all the technical equipment (including underground and overground equipment) that is necessary for the operation of the photovoltaic power station, which is currently operational, owned by EEV1, and the implementation of the photovoltaic power station developed by GECI;
4.5. The universal and legal transfer to ELSA of all present and future rights (in rem and in debt) over the immovable assets owned by GECI and EEV1 (as EPE does not own immovable assets) owned or used by them while carrying out their activities with any right and in any form, and all the related rights in connection therewith, according to the provisions of the Draft Terms of Merger, as an effect of the Merger, starting with the Effective Date;
4.6. The list which contains all the ownership rights regarding the real estate property owned by GECI and EEV 1 (as EPE does not have real estate property), and all the other real estate rights in rem that belong to GECI and EEV1 1 (as EPE does

not have real estate rights in rem) which will be taken over as of the Effectiveness Effective Date of the Merger by ELSA as the absorbing company, a list which constitutes Annex no. 2 to the Draft Terms of Merger;

4.7. The implementation by ELSA, after the Effective Date, according to the applicable legal provisions, of the real estate advertising formalities and any other formalities which are necessary for transferring the rights (in rem and in debt) over the immovable assets;
4.8. The procedure regarding the withdrawal from the Company of the shareholders in accordance with art 134 from Law no. 31/1990;
4.9. The empowerment of the CEO of ELSA with the possibility of sub-delegating all of his rights to a third party, without requiring a prior approval, to act with full power and authority before all courts of law, registries, departments, offices, notaries, agencies and other official persons, institutions or entities, natural persons or legal entities from Romania, before any administrative-territorial unit thereof, or any municipal authority from Romania, or before any other natural persons or legal entities, in order to register with the Trade Register and ensure the binding power of the process of merger by absorption between ELSA, EPE, GECI and EEV1 and the effects of the merger, as regulated by the Draft Terms of Merger, indicated and approved by the resolution of the EGMS of ELSA. The CEO of ELSA is mandated thorhgnthe adopted resolution to sign any documents, to deliver documents, to pay fees, taxes and other amounts, and to carry out any other actions or activities, and to take any measures which are necessary and useful in order to register the Merger and the effects of the Merger with the Trade Register. This mandate is valid until its revocation or termination, whichever occurs first.
5. Approval by the Extraordinary General Meeting of shareholders ("EGMS") of Societatea Energetica Electrica SA ("ELSA" or "Electrica"), considering the capacity of Electrica as a shareholder of companies Electrica Productie Energie SA and Green Energy Consultancy & Investments SRL, of the mandate granted to the representative of Societatea Energetica Electrica S.A. to participate and vote in the extraordinary general meeting of shareholders of EPE, respectively mandating the representative of ELSA to adopt and sign the Resolution of the Sole Shareholder of GECI, to express a favourable vote ("for") on:
- 5.1. The dissolution without liquidation and the deregistration from the Trade Register and from the records of the financial administration of the absorbed companies Societatea Electrica Productie Energie SA and Green Energy Consultancy & Investments SRL as of the Effective Date of the Merger, as an effect of the Merger, according to the provisions of the Draft Terms of Merger;
- 5.2. The empowerment of the members of the Board of Directors of companies Electrica Productie Energie SA and Green Energy Consultancy & Investments SRL, individually, and not jointly, with the possibility of sub-delegating, in order to fulfil the formalities imposed by the applicable legislation in order to register the resolution of the extraordinary general meeting of shareholders of EPE / the resolution of the Sole Shareholder of GECI, with the Trade Register Office.
6. 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 the Bucharest Tribunal, as well as the publication of the EGMS resolution according to the law.

DETAILS ON THE OGMS AND 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 regarding the shareholder, 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 declaration signed 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 OGMS/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 OGMS/EGMS provided that it submits 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 OGMS/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 OGMS/EGMS)/documents similar to the ones mentioned above (not older than 30 days at the date of the OGMS/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 (no older than 30 days at the date of the OGMS/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 OGMS / EGMS)/documents similar to those mentioned above (not older than 30 days at the date of the OGMS / 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 regarding the shareholder, 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 declaration signed 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 OGMS/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.

clearly the name of the shareholder on behalf of which the credit institution participates and votes in the OGMS/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 OGMS/EGMS)/ documents similar to those mentioned above (not older than 30 days at the date of the OGMS/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 (no older than 30 days at the date of the OGMS/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, 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) except for legal holidays according to internal regulation:

(1) From the calling date and until (and including) the date of the OGMS, respectively the date of the EGMS, in the first and second calling:
- (a) the Ordinary General Meeting of Shareholders and Extraordinary General Meeting of Shareholders Convening Notice;
- (b) the condensed separate interim financial statements as at and for the six months period ended 30 September 2023 for Societatea Energetica ELECTRICA S.A., drafted for the merger by absorption between Societatea Energetica Electrica SA as absorbing company, Societatea Electrica Productie Energie SA, Electrica Energie Verde 1 SRL and Green Energy Consultancy & Investments SRL as absorbed companies, based on the 2023 half year standalone report of the directors and the independent auditor's report;
- (c) other information/documents regarding the items included on the agenda of the OGMS, respectively of the EGMS.
(2) Latest on 17 November 2023 and will be available until (and including) the date of

OGMS, respectively the date of the EGMS, at the first calling date or the second calling date:

(a) the total number of shares and the voting rights at the calling date;
(b) the full text of the draft resolutions proposed to be adopted by the OGMS, respectively by the EGMS;
(c) the form of special powers of attorney to be used for voting by representative;
(d) the voting ballot form for the vote by correspondence;
(e) other information/documents regarding the items included on the agenda of the OGMS, respectively of the EGMS.

The documents mentioned at item (1) letter (a) and letter (c) and the ones mentioned at item (2) letter (b) , letter (c), letter (d) and letter (e) shall be updated and republished if new items will be added to the OGMS, respectively on 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) excluding public holidays according to internal regulation, or to the email address [email protected], so that these are received by the Company on 31 October 2023 . The Company shall provide the shareholders, through its Registry Desk, with copies of the requested documents within maximum 2 business days of the request.

In order to obtain hard copies of the documents mentioned at item 2 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 17 November 2023. 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 OGMS/EGMS, the Company's activity, prior to the date of the OGMS/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), excepting the legal holidays according to internal regulation, 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 19 December 2023, inclusively, stating clearly in writing in capital letters: "QUESTIONS REGARDING THE AGENDA/THE COMPANY'S ACTIVITY – FOR THE ORDINARY/EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 20/21 DECEMBER 2023".

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

IV. The right of shareholders to add new items on the OGMS/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 OGMS convening notice, respectively 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 OGMS, respectively 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 OGMS/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, 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 16 November 2023, inclusive. Both means of transmission must state clearly in writing in capital letters: "PROPOSAL OF NEW ITEMS ON THE AGENDA – FOR THE ORDINARY/ EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 20/21 DECEMBER 2023"
(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 20 November 2023, 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), excepting the legal holidays, as well as on the Company's website at www.electrica.ro, 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. The shareholders' right to propose candidates for the position of director of the Company

The shareholders of the Company have the right to propose candidates for directors, for filling in the vacant position, following the termination of the term of office for the independent administrator George Cristodorescu, in accordance with the law and the Articles of Association. The proposals shall be submitted either (i) in hardcopy 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), excepting the legal holidays at the registered office of the Company (in person or by courier services with confirmation of receipt), or (ii) by e-mail with embedded extended electronic signature, according to Law no. 455/2001 regarding the electronic signature, to the address [email protected], so that they are received by 15 November 2023. Both means of submission shall state clearly in writing in capital letters: "CANDIDATE PROPOSAL - FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 20/21 DECEMBER 2023".

As regards the identification of shareholders, the proposals of the shareholders must be accompanied by documents evidencing the fulfilment of the identification requirements mentioned in above Section I (The identification requirements applicable to the shareholders).

As regards the candidates, each proposal shall be accompanied by at least the following documents:

a) Curriculum Vitae of the candidate reflecting his professional training and experience;
b) a copy of the candidate's identity card;
c) supportive documents proving that proposals for independent candidates, meets the requirements under Article 18, para (2), letters a) – k) of the Articles of Association, including, but not limited to, an authenticated affidavit issued by the candidate certifying that the candidate meets all the independence criteria and conditions established by the law and the Articles of Association.

Such ascertaining documents will be verified by the Nomination and Remuneration Committee established in the Board of Directors of the Company.

The preliminary list containing information related to name, city of residence, and professional qualification of the persons proposed as directors of the Company shall be made available to the shareholders starting with 02 November 2023 (but not earlier than first proposal was received) 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), excepting the legal holidays), as well as on the Company's website at www.electrica.ro/en, under Investors section -> The General Meeting of Shareholders.

The preliminary list will be periodically updated to the extent that new proposals are received, at most once a day. According to article 19 letter B para 5, item (ii) of the Articles of Association of the Company, the Nomination and Remuneration Committee assesses all candidates' fulfilment of the eligibility criteria. Following this assessment, according to art 19, letter B, para (5), item (iii) of the Company's Article of Associations, the Nomination and Remuneration Committee proposes and recommends the final list of candidates.

Such final list containing information related to name, city of residence, and professional qualification of the persons proposed as directors of the Company, as well as the updated voting ballot form for the vote by correspondence and the updated form of special powers of attorney to be used for voting by representative, shall be made available to the shareholders as of 17 November 2023, at the Company's Registry Desk, as well as on the Company's website at www.electrica.ro/en, under Investors section -> The General Meeting of Shareholders.

VI. Participation of the shareholders to the OGMS/EGMS

The shareholders registered on the Reference Date in the Company's shareholders' register kept by Depozitarul Central SA may attend the OGMS/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 OGMS/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 OGMS and/or 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 OGMS/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 OGMS/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 being represented by a credit institution providing custody services, the latter may vote in the OGMS/EGMS based on the voting instructions received by way of electronic communication means, without being necessary the issuance of a special power of attorney 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 OGMS/EGMS meeting. Nevertheless, a shareholder may appoint by its power of attorney one or more substitute representatives to ensure its representation in the OGMS/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 OGMS/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 OGMS/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), excepting the legal holidays according to internal regulation, 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 15 December 2023, inclusively (namely at least 2 (two) business days before the OGMS/EGMS takes place), under penalty of losing the right to vote in the OGMS/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 ORDINARY/ EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 20/21 DECEMBER 2023"

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 to 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 OGMS/EGMS and the second calling of the OGMS/EGMS, should the legal and/or statutory quorum provided for holding the OGMS/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 OGMS/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 (except for the case when a substitute representative is appointed). 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 latest on 17 November 2023, on the Company's website at www.electrica.ro, 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 OGMS/EGMS and the updated version shall be published on the Company's website at www.electrica.ro, under Investors section -> General Meeting of Shareholders, on 20 November 2023. 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 were 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 OGMS/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 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), excepting the legal holidays, according to internal regulation, 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 15 December 2023, inclusively, namely at least 2 (two) business days before the OGMS/EGMS takes place, under penalty of losing the right to vote in the OGMS/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 ORDINARY/EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 20/21 DECEMBER 2023"

The voting ballot forms for voting by correspondence shall be accompanied by documents attesting the fulfilment of the applicable 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 OGMS/EGMS and the second calling of the OGMS/EGMS, should the legal and/or statutory quorum conditions provided for holding the OGMS/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 latest on 17 November 2023 on the Company's website at www.electrica.ro, 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 OGMS/EGMS and the updated version shall be published on the Company's website at www.electrica.ro, under Investors section -> General Meeting of Shareholders, on 20 November 2023. 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 OGMS/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 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.

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.

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 OGMS/EGMS) only on the basis of the shareholder register provided by the Central Depository in approximately 5 working days from the Reference Date.

Therefore, the accounts may be created starting with 29 November 2023. 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 OGMS/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 OGMS/EGMS, and they can also participate and vote live during the OGMS/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 OGMS/EGMS meeting how they voted and that the votes were validated, receiving a confirmation email in this regard. Following the OGMS/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 OGMS/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 OGMS/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, under the Investors section -> General Meeting of Shareholders".

30 October 2023

CHAIRMAN OF THE BOARD OF DIRECTORS

AI Terminal

Soecietatea Energetica Electrica S.A.

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