Societatea Energetica Electrica S A : Extension of the review process of Electrica Articles of Association

Societatea Energetică Electrica S.A.

9, Grigore Alexandrescu str. 010621 District 1, Bucharest, Romania

Phone: [phone]

Fiscal Registration Certificate RO 13267221

J40/7425/2000

Share capital: RON 3,464,435,970www.electrica.ro

ANNOUNCEMENT

Extension of the consultation period regarding the Draft amendment to the Company's Articles of Association

Societatea Energetica Electrica SA (Electrica or the Company) informs its shareholders and all the interested parties that during the meeting dated 15 April 2022, the Company's Board of Directors decided to extend the consultation period on the draft amendment of Electrica's Articles of Association and asked to be republished on the company's website for consultation with interested parties, for an additional period of 30 days, following that after the consultation process, to be submitted to the GMS for approval.

The proposed amendments can be retrieved in Annex 1, as well as on Company's website, along with the Articles of Associations revised as proposed by the Company's Board of Directors, using the following link:https://www.electrica.ro/en/investors/corporate-governance/corporate-policies/.

These documents may also be made available, for the stakeholders, in hardcopy at the Company's Registry Desk located at its headquarters in Bucharest, 9 Grigore Alexandrescu Street, District 1, which is open from Monday to Thursday between 08:00-17:00 (Romanian time) and on Fridays between 08:00-14:30 (Romanian time), excluding public holidays.

In order to obtain hard copies of the documents above mentioned, shareholders must address requests in writing in this regard at the Company's Registry Desk or to the email [e-mail] Company shall provide the shareholders, through its Registry Desk, with copies of the requested documents within maximum 2 business days of the request.

All the interested parties may ask questions or submit their proposals in writing, in Romanian or in English, regarding the amendment of the Company's Articles of Association. 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 or (ii) via e-mail [e-mail],so as to be received by the Company until 14 May 2022, inclusively, stating clearly in writing in capital letters: "PROPOSAL REGARDING THE AMENDMENT OF THE ARTICLES OF ASSOCIATION OF ELECTRICA".

CEO

Georgeta Corina Popescu

Annex 1

Proposals for amending the Articles of Association of Electrica

No	Article	Current phrasing	Proposal for amendment	Rationale
1.	Art. para. (3) 5	The Company may also carry out the following secondary activities: (...)	The following activities are added: The Company may also carry out the following secondary activities: (...) 7010 - Activities of head offices; 7810 - Activities of employment placement agencies; 9499 - Activities of other membership organisations n.e.c.;	Adding these NACE codes is caused by the implementation of the project Fit for Future within which Electrica shall render a series of services to the benefit of branches which shall thus benefit from a better reflection within the activity range which can be provided by Electrica.
2.	Art. para. (7) 8	The shares issued in dematerialized form may be traded on a regulated market or in an alternative system, according to capital market legislation.	The shares issued in dematerialized form may be traded on a regulated market or on a multilateral trading facility, according to capital market legislation	The capital market specific legislation no longer contains the concept of alternative trading, being replaced by the one of multilateral-trading facility1. Thus, the change is meant to align from a terminological perspective the provisions of the Articles of Association and the changes of the capital market legislation.
3.	Art. 10 para. (2)	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 in an alternative system. The Board of Directors	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	The capital market specific legislation no longer contains the concept of alternative trading, being replaced by the one of multilateral-trading2. Thus, the change is meant to align from a terminological perspective the provisions of the Article of Association and the changes of the capital market legislation.

• 1 See art. 3 para. 1 item. 26 of Law 126/2018 vs art. 2 para. 1 item. 26 of the Law 297/2004 (currently repealed)

• 2 See art. 3 para. 1 item. 26 of Law 126/2018 vs art. 2 para. 1 item. 26 of the Law 297/2004 (currently repealed)

No	Article	Current phrasing	Proposal for amendment	Rationale
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.	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.
4.	Art. 11 para. (1)	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 management bodies, (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.	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	The phrase "management bodies" is generic and may designate both the Board of Directors as well as the managers. Additionally, the Articles of Association of Electrica also refer to the general shareholder's meeting as a management body. For enhanced clarity and, considering the fact that as per Law 31/1990 shareholders elect exclusively the Board of Directors, it is advisable to clarify the fact that by exercising the right to vote only the company's directors may be elected (and not members of other management bodies).
5.	Art. 14 para. (3) letter. j)	The ordinary general meeting of the shareholders shall have the following main duties: j) approves the Remuneration Policy for Directors and Executive Managers;	Letter. j is amended by eliminating the phrase "executive" and shall read as follows: The ordinary general meeting of the shareholders shall have the following main duties: j) approves the Remuneration Policy for Directors and Managers;	As per the provisions of Law 31/1990, the Articles of Association of Electrica present the role, duties, the means of appointing managers having managing duties delegated by the Board of Directors. The term used shall be that of managers, thus is advisable to eliminate "executive" to ensure terms homogeneity within the Articles of Association.
6.	Art. 14 para. (3)	The ordinary general meeting of the shareholders shall have the following main duties: (...)	After j) two new duties are added (designated k) and l)), continuing the succession of the next letters:	It is advisable that all duties of the general meeting of shareholders be centralized in a single document, namely the Articles of Association.
No	Article	Current phrasing	Proposal for amendment	Rationale
The ordinary general meeting of the shareholders shall have the following main duties: k) approves the Remuneration Report for Directors and Managers; l) approves the overall limit of all Directors' remuneration and additional remuneration of Board members;	Adding the two duties represents incorporating the applicable legal requirements (art. 107 para. 63 of Law 24/2017 and art. 15318 of Law 31/19904). Thus, to determine the role of the general meeting of shareholders, it is not necessary to review other regulations besides the Articles of Association. We mention that the approval of the remuneration report by the ordinary general shareholders' meeting is a recent legal requirement, and the first application of this requirement shall be performed during the ordinary general meeting of shareholders convened in 2022 for the approval of the financial statements for the financial year 2021.
7.	Art. 14 para. (4) letters. e), i), j), o), p), q) and r)	The extraordinary general meeting of the shareholders shall decide on the following: e) approving the issuance and admission to trading on a regulated market or in an alternative system of shares, depositary certificates, allotment rights or other similar financial instruments; approving the competencies delegated to the Board; i) increasing the share capital, as well as decreasing or the replenishment of share capital by issue of new shares, according to the law; j) merger and spin-off;	Letters. e), i) and j) are amended and shall have the following contents and letters lit. o), p), q) and r) are eliminated , the rest of the duties abiding by their sequence of letters:: e) 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;	Amendment letter e) The capital market specific legislation no longer contains the concept of alternative trading, being replaced by the one of multilateral-trading 5. Thus, the change is meant to align from a terminological perspective the provisions of the Article of Association and the changes of the capital market legislation. Amendment letter i) The elimination of the concept of replenishment of share capital is meant to eliminate the risk of interpretation considering there is no operation of replenishment of share capital (even if it is

The remuneration report for the most recent financial year is subject to a vote at the annual ordinary general meeting of shareholders provided in art. 111 of Law no. 31/1990, the opinion of the shareholders of the general meeting regarding the remuneration report, resulting from the vote, having an advisory character. The issuer explains in the next remuneration report how the vote of the general meeting was taken into account.

The additional remuneration of the members of the board of directors or of the supervisory board entrusted with specific functions within the respective body, as well as the remuneration of the directors, in the unitary system, or of the members of the management, in the dual system, are established by the board of directors or the Supervisory board. The articles of association or the general meeting of shareholders set the general limits of all remuneration granted in this way.

5 See art. 3 para. 1 item. 26 of Law 126/2018 vs art. 2 para. 1 item. 26 of the Law 297/2004 (currently repealed)

No	Article	Current phrasing	Proposal for amendment	Rationale
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; p) participation in the establishment of new legal persons; q) approval of the eligibility and independence criteria with respect to the Board members; r) approval of the corporate governance strategy of the Company including the corporate governance action plan;	i) increasing the share capital, as well as decreasing the share capital, according to the law j) the merger, the spin-off or the separation;	conceptually nominated by law) but only the operations of increase / decrease of share capital. Amendment letter j) Separation is a separate division operation regulated as such by Law 31/1990 and for clarity it is advisable to be expressly nominated. We note that from a practical perspective, separation operations are much more frequent than division operations. Eliminating duties letters. o), p), r) All elimination proposals are intended to make the decision-making mechanism more flexible considering that: a) The opening of a working point is a decision with a marginal impact, which does not involve large financial resources, and the resources allocated to the organization of a general meeting of shareholders are disproportionately large compared to the impact and scope of such a decision; b)At the level of principle, the shareholders must decide on the legal acts with major impact (considering that there are a series of duties of the general meeting of shareholders aimed at the approval by the shareholders of acts for which thresholds have been set and exceeding of such thresholds entails the obligation to obtain the approval of the GMS); the approval by the shareholders of the participation in the incorporation of legal entities (without any qualification of materiality) may cause the participation of Electrica to the incorporation of a limited liability company with a share capital of RON 1,000 be submitted to the approval of the shareholders (here the