Electrica Regs Regulatory News (ELSA)

To: Bucharest Stock Exchange

Romanian Supervisory Authority

London Stock Exchange

Current report in compliance with the Romanian Capital Market Law no. 297/2004 and CNVM Regulation no. 1/2006

Report date: 31.10.2014

Company name: Societatea Comercială de Distribuţie şi Furnizare a Energiei Electrice - "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 3,459,399,290

Regulated market where the issued securities are traded: Bucharest Stock Exchange (BVB), London Stock Exchange (LSE)

Significant events to be reported:

Convening of the Ordinary General Meeting and of the Extraordinary General Meeting of Shareholders of Societatea Comercială de Distribuţie şi Furnizare a Energiei Electrice - "ELECTRICA" S.A. ("Electrica" or the "Company") on December 18, 2014, 14:00 o'clock (Romanian time), 16:00 o'clock (Romanian time), respectively.

In compliance with the Companies Law no. 31/1990, Capital Market Law no. 297/2004 and CNVM Regulation no. 1/2006 on issuers and operations with securities, Electrica convenes the Company's shareholders at the Ordinary General Meeting of Shareholders (OGMS) and the Extraordinary General Meeting of Shareholders (EGMS) on 18 December 2014.

The information materials related to the Agenda of the Electrica OGMS and EGMS, respectively, shall be made available to shareholders, in electronic format on the Company's website at http://www.electrica.ro/en/investor-relations/general-meeting-of-shareholders/, and in hardcopy at the Registry Desk of the Company located at its headquarters, starting with 14 November 2014.

The Convening Notice of the OGMS and EGMS was approved in the Board of Directors' meeting dated 28 October 2014. The Convening Notice of the OGMS and EGMS is to be published in the Official Gazette of Romania Part IV and in at least one national newspaper.

Attached below:

The Convening Notice of the Ordinary General Meeting and the Extraordinary General Meeting of Shareholders on 18 December 2014

General Manager,

Ioan Rosca

CONVening notice

of the Ordinary general meeting and OF the extraOrdinary general meeting of shareholders

of SOCIETatea COMERCIALăDE DISTRIBUŢIE ŞI FURNIZARE A ENERGIEI ELECTRICE "ELECTRICA" SA

The Board of Directors of SOCIETATEA COMERCIALĂ DE DISTRIBUŢIE ŞI FURNIZARE A ENERGIEI ELECTRICE - "ELECTRICA" SA (hereinafter the "Company"), headquartered in Bucharest, 9 Grigore Alexandrescu Str., sector 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 3,459,399,290,

pursuant to the minutes of the meeting of the Board of Directors of the Company dated 28 October 2014,

according to the provisions of the Companies Law No. 31/1990, republished, as subsequently amended, Law No. 297/2004 on capital markets, as subsequently amended, National Securities Commission Regulation No. 1/2006 regarding issuers and securities operations, National Securities Commission Regulation No. 6/2009 regarding the exercise of certain rights of shareholders in the general meetings of companies, 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 18 December 2014, as follows:

· OGMS starting at 14:00 o'clock (Romanian time), in Bucharest, sector 1, 1A Ştefan cel Mare Road, postal code 011736, Conference Room (SC FISE Electrica Serv SA headquarters); and respectively

· EGMS starting at 16.00 o'clock (Romanian time), in Bucharest, sector 1, 1A Ştefan cel Mare Road, postal code 011736, Conference Room (SC FISE Electrica Serv SA headquarters).

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 EGMS, respectively, shall be convened and established for 19 December 2014, having the same agenda, as follows:

· OGMS starting at 10.00 o'clock (Romanian time), at the Company's headquarters in Bucharest, 9 Grigore Alexandrescu Street, sector 1, postal code cod 010621, Radu Zane conference room; and

· EGMS starting at 12.00 o'clock (Romanian time), at the Company's headquarters in Bucharest, 9 Grigore Alexandrescu Street, sector 1, postal code cod 010621, Radu Zane conference room.

Only the persons registered as shareholders in the Company's shareholders' register held by SC Depozitarul Central S.A. at the end of the day on 21 November 2014 (the "Reference Date") have the right to attend and cast their votes in the OGMS and the EGMS, respectively. Should there be a second calling of the OGMS and EGMS, respectively, the Reference Date remains the same.

The agenda of the OGMS shall be the following:

1. Approving the Company's consolidated income and expenses budget for the financial year 2014.

2. Appointing, as financial auditor of the Company, KPMG Audit SRL, a limited liability company incorporated and operating under the laws of Romania, headquartered in Bucharest, sector 1, 69-71 Bucuresti-Ploiesti Road, ground floor, room 02, Romania, registered with the Commercial Registry under number J40/4439/2000, sole registration code (CUI) RO12997279, with authorization No. 009, issued by the Romanian Chamber of Financial Auditors on 11 July 2011.

3. Setting the term of the financial audit agreement of KPMG Audit SRL for a period of two (2) years as of the date the decision mentioned in point (2) above is approved.

4. Setting the registration date as 8 January 2014, should the resolution be taken at the first calling, and 9 January 2014, should the resolution be taken at the second calling, for the purpose of identifying the shareholders with respect to whom the effects of the resolution of theOGMS apply as per Article 238 of Law No. 297/2004 on capital markets.

5. Empowering the President of the Board of Directors, the secretary of the meeting and the technical secretary to jointly sign the OGMS resolution, and to perform individually and not jointly any act or formality required by law for its registration and publication in the Commercial Registry Office of the Bucharest Tribunal.

The agenda of the EGMS shall be the following:

1. Changing the name of the Company from "Societatea Comercială de Distribuţie şi Furnizare a Energiei Electrice Electrica S.A." to "Societatea de Distribuţie şi Furnizare a Energiei Electrice Electrica S.A." by removing from the Company's name of the term "Comercială", as per Art.79 of law No. 76/2012 for the implementation of law No. 134/2010 on the Code of Civil Procedure.

2. Approving the amendment of the Company's Articles of Association following the approval of the decision mentioned in point 1 above on the name change, as follows:

Art. 1, para. 1 (Name) is amended as follows:

"The company's name is Societatea de Distributie si Furnizare a Energiei Electrice Electrica S.A., hereinafter referred to as "Electrica " or the "Company"."

3. Approving the annual investment plan consolidated at the Company's group level (CAPEX plan) for the financial year 2014.

4. Approving the share capital increase of the Company's subsidiaries, in accordance with the provisions of Government Ordinance No. 31/2004 on certain measures for conducting the privatization of Societatea Comercială de Distribuţie a Gazelor Naturale "Distrigaz Sud" - S.A. Bucureşti, and Societatea Comercială de Distribuţie a Gazelor Naturale "Distrigaz Nord" - S.A. Târgu Mureş, as well as of the companies' subsidiaries for the distribution and supply of electricity, as follows:

(a) increase of the share capital of SC FDEE Electrica Distribuţie Transilvania Nord SA, by contribution in kind, with the fair value of 5 plots of land for which the Company holds certificates of ownership (CADPs) and which are managed/used by the respective subsidiary, in the amount of RON 403,510, by issuing a number of 40,351 shares with a nominal value of RON 10 to be attributed to the Company;

(b) increase of the share capital of SC FDEE Electrica Distribuţie Transilvania Sud SA, by contribution in kind, with the fair value of 11 plots of land for which the Company holds certificates of ownership (CADPs) and which are managed/used by the respective subsidiary, in the amount of RON 19,393,160, by issuing a number of 1,939,316 shares with a nominal value of RON 10 to be attributed to the Company;

(c) increase of the share capital of SC FDEE Electrica Distribuţie Muntenia Nord SA, by contribution in kind, with the fair value of 4 plots of land for which the Company holds certificates of ownership (CADPs) and which are managed/used by the respective subsidiary, in the amount of RON 1,476,360, by issuing a number of 147,636 shares with a nominal value of RON 10 to be attributed to the Company;

(d) increase of the share capital of SC Electrica Furnizare SA, by contribution in kind, with the fair value of 2 plots of land for which the Company holds certificates of ownership (CADPs) and which are managed/used by the respective subsidiary, in the amount of RON 679,500, by issuing a number of 67,950 shares with a nominal value of RON 10 to be attributed to the Company;

(e) increase of the share capital of SC FISE Electrica Serv SA, by contribution in kind, with the fair value of 9 plots of land for which the Company holds certificates of ownership (CADPs) and which are managed/used by the respective subsidiary, in the amount of RON 3,458,910, by issuing a number of 345,981 shares with a nominal value of RON 10 to be attributed to the Company.

5. Empowering the Company's Board of Directors to appoint the representative of the Company who will attend and vote in the general meetings of SC FDEE Electrica Distribuţie Transilvania Nord SA, SC FDEE Electrica Distribuţie Transilvania Sud SA, SC FDEE Electrica Distribuţie Muntenia Nord SA, SC Electrica Furnizare SA, SC FISE Electrica Serv SA, as follows:

· increasing the share capital by contribution in kind of each such subsidiary in accordance with the provisions of point 4 above;

· amending the statutes of each such subsidiary in accordance with the provisions of point 4 above, so as to reflect the share capital increase by contribution in kind which was carried out;

· appointing the general manager of each such subsidiary to sign the updated statute of each such subsidiary reflecting the share capital increase by contribution in kind which was carried out;

· empowering the general manager of each such subsidiary to fulfil all formalities for the registration with the Commercial Registry Office of the updated statute and the decision taken in this regard.

6. Approving the income and expenses budget for the financial year 2014 of the Company's subsidiaries as per the Company's Articles of Association, namely, (i) SC FDEE Electrica Distribuţie Transilvania Nord SA, (ii) SC FDEE Electrica Distribuţie Transilvania Sud SA, (iii) SC FDEE Electrica Distribuţie Muntenia Nord SA, (iv) SC Electrica Furnizare SA, (v) SC FISE Electrica Serv SA and empowering the Company's Board of Directors to appoint the representative of the Company to attend and vote the respective decision in the general meetings of SC FDEE Electrica Distribuţie Transilvania Nord SA, SC FDEE Electrica Distribuţie Transilvania Sud SA, SC FDEE Electrica Distribuţie Muntenia Nord SA, SC Electrica Furnizare SA, SC FISE Electrica Serv SA.

7. Setting the registration date as 8 January 2014, should the resolution be taken at the first calling, and 9 January 2014, should the resolution be taken at the second calling, for the purpose of identifying the shareholders with respect to whom the effects of the resolution of theEGMS apply as per Article 238 of Law No. 297/2004 on capital markets;

8. Empowering the President of the Board of Directors, the secretary of the meeting and the technical secretary to jointly sign the EGMS resolution, and to perform individually and not jointly any act or formality required by law for its registration and publication in the Commercial Registry Office of the Bucharest Tribunal.

***

DETAILS ON THE OGMS AND THE EGMS

I. Information materials regarding the agenda

Starting with 14 November 2014 and up to the date set for the taking place of the OGMS and EGMS, respectively, the following documents, shall be made available to shareholders, in Romanian and in English, in electronic format on the Company's website at http://www.electrica.ro/en/investor-relations/general-meeting-of-shareholders/, and in hardcopy at the Registry Desk of the Company located at its headquarters in Bucharest, 9 Grigore Alexandrescu Street, sector 1, which is open from Monday to Thursday between 08-16:30 (Romanian time), and on Fridays between 08-14:00 (Romanian time):

(a) the convening notice;

(b) the total number of shares and the voting rights at the calling date;

(c) the full text of the draft resolutions proposed to be adopted by the OGMS and EGMS, respectively;

(d) the form of special powers of attorney to be used for voting by representative;

(e) the voting ballot form for the vote by correspondence;

(f) the documents to be presented to the OGMS and EGMS, respectively;

(g) other information regarding the items included on the agenda.

The documents mentioned at points (a), (c), (d), and (e) shall be updated and republished, should new items be added to the agenda.

In order to obtain copies of these documents, shareholders must address requests in writing in this regard at the Company's Registry Desk or to the email address ir@electrica.ro, so that these are received by the Company starting with 16:30 (Romanian time) on 14 November 2014, and the Company shall provide the shareholders, through its Registry Desk, with copies of the requested documents within maximum 2 business days of the request.

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

The Company's shareholders, subject to fulfilling the identification requirements set out below, may ask questions in writing, in Romanian or in English, regarding the items on the agenda of the OGMS or EGMS/ the Company's activity, prior to the date of the OGMS and EGMS, respectively. These questions shall be addressed to the Company's Board of Directors and shall be sent either (i) in hardcopy, at the Company's Registry Desk (in person or by any courier, with confirmation of receipt), or (ii) via e-mail, with incorporated extended electronic signature, as per Law 455/2001 on the electronic signature, at ir@electrica.ro, so as to be received by the Company until 17 December 2014, 16:30 o'clock (Romanian time), stating clearly in writing in capital letters: "QUESTIONS REGARDING THE AGENDA/THE COMPANY'S ACTIVITY - FOR THE ORDINARY/EXTRORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 18 DECEMBER 2014".

As regards questions addressed in hardcopy, they must be signed and stamped, as the case may be, 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 or EGMS meetings, respectively, and it may give a general answer to questions with the same content. An answer is also considered given if the relevant information is available on the Company's website, at http://www.electrica.ro/en/investor-relations/general-meeting-of-shareholders/.

The identification requirements applicable to the shareholders that are natural persons and/or to the legal representative/proxy of the shareholders that are legal persons and who address questions regarding the items on the agenda of the OGMS and/or the EGMS/ the Company's activity are:

(a) for shareholders that are natural persons, to be accompanied by 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 SC Depozitarul Central SA; and

(b) for shareholders that are legal persons through:

(i) ascertaining certificate, in original or certified copy, issued by the Commercial Registry or any other document, in original or certified copy, issued by a competent authority in the state in which the shareholder is legally incorporated, not older than 3 (three) months before the date when this convening notice has been published, allowing its identification in the Company's shareholders' register held by Depozitarul Central SA;

(ii) acknowledgement/confirmation of the legal representative capacity shall be based on the list of shareholders on the Reference Date, 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/the similar documents mentioned above must prove the legal representative 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 showing it;

(iii) acknowledgement of the representative/proxy capacity shall be based on the power of attorney issued by the shareholder or, in the case of shareholders that are international organizations, a special power of attorney granted under the standard procedure used by that organization;

(iv) copy of the identification document of the legal representative/proxy (ID for Romanian citizens or passport for foreign citizens).

The documents certifying the capacity of the legal representative that are drafted in a foreign language other than English shall be accompanied by a translation made by an authorised translator in Romanian and/or in English.

III. The right of shareholders to add new items on the OGMS and 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 and EGMS convening notice, respectively, to request in writing that new items are added on each of the general meetings' 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 II (Questions regarding the agenda/the Company's activity) above, applicable both to the shareholders that are natural persons and/or to the legal representative/proxy of the shareholders that are legal persons and that address questions regarding the items on the agenda of the OGMS and/or the EGMS, and that shall be sent to the Company as per the provisions of letter (c) below. For this purpose, the Company may require that the respective person provides the account statement evidencing its shareholder status and the number of shares owned, issued by SC Depozitarul Central SA or, as the case may be, by the participants that provide custodian services;

(b) each new item to be accompanied by a justification or by a draft resolution proposed to be adopted by the OGMS or the EGMS to which it refers, respectively. 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, at the Company's Registry Desk (in person or by any form of courier, with confirmation of receipt), or (ii) via e-mail, with incorporated extended electronic signature, as per Law 445/2001 on the electronic signature, at ir@electrica.ro, so as to be received by the Company until 19 November 2014, 16.30 o'clock (Romanian time). Both means of transmission must state clearly in writing in capital letters: "PROPOSAL OF NEW ITEMS ON THE AGENDA - FOR THE ORDINARY/EXTRORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 18 DECEMBER 2014".

(d) for the questions sent in hardcopy, they must be signed and stamped, as the case may be, by the shareholders that are natural persons or by the legal representatives of the shareholders that are legal persons.

The documents justifying the proposals for the introduction of new items on the agenda and the corresponding draft resolution, the updated convening notice, will be available to the shareholders, as of 20 November 2014, 16:30 o'clock (Romanian time), at the Company's Registry Desk, as well as on the Company's website at http://www.electrica.ro/en/investor-relations/general-meeting-of-shareholders/ and the updated convening notice will be published in the Official Gazette of Romania/widespread daily newspaper in accordance with the legal provisions.

IV. Participation of the shareholders to the OGMS/EGMS meeting

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

- in person by direct vote;

- through a representative with a special power of attorney;

- by correspondence.

(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 and EGMS by the mere proof of their identity, as follows:

(a) for shareholders that are natural persons - on the basis 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 SC Depozitarul Central SA; and

(b) for shareholders that are legal persons through:

(i) ascertaining certificate, in original or certified copy, issued by the Commercial Registry or any other document, in original or certified copy, issued by a competent authority in the state in which the shareholder is legally incorporated, not older than 3 (three) months before the date when this convening notice has been published, allowing its identification in the Company's shareholders' register held by Depozitarul Central SA;

(ii) acknowledgement/confirmation of the legal representative capacity shall be based on the list of shareholders on the Reference Date, received from Depozitarul Central SA; nevertheless, if the shareholder/the person who has that obligation has not timely informed Depozitarul Central SA of its legal representative (so that the shareholders' register reflects this on the Reference Date), then the ascertaining certificate/the similar documents mentioned above must prove the legal representative of the legal person shareholder, or, in the case of the Romanian State or of international organizations, a copy of the document proving the legal representative capacity of that representative;

(iii) the identification document of the legal representative (ID for Romanian citizens or passport for foreign citizens).

The documents certifying the capacity of the legal representative that are drafted in a foreign language other than English shall be accompanied by a translation made by an authorised translator in Romanian and/or in English.

(b) Voting through a representative with a special power of attorney

The representation of shareholders in the OGMS and/or 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.

A shareholder may appoint only one person to represent it at the OGMS and EGMS meeting, respectively. Nevertheless, a shareholder may appoint by special 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 special power of attorney more substitute representatives are appointed, the shareholder shall determine the order in which they will exercise their mandate.

The special powers of attorney, filled in and signed by the shareholders, shall be submitted in writing either (i) in original in hardcopy at the Company's Registry Desk at the Company's headquarters (in person or by courier service, with confirmation of receipt), or (ii) via e-mail, with incorporated extended electronic signature, as per Law 445/2001 on the electronic signature, at ir@electrica.ro, so as to be received until 16 December 2014, 14:00 o'clock (Romanian time) for the powers of attorney corresponding to the OGMS and 16:00 o'clock (Romanian time) for the powers of attorney corresponding to the EGMS, namely at least 48 hours before the OGMS and EGMS, respectively, take place, under penalty of losing the right to vote in the OGMS and EGMS, respectively. Both means of transmitting the powers of attorney must state clearly in writing in capital letters: "SPECIAL POWER OF ATTORNEY - FOR THE ORDINARY/EXTRORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 18 DECEMBER 2014".

For identification purposes, the special power of attorney shall be accompanied by the following documents:

(a) for shareholders that are natural persons - 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 SC Depozitarul Central SA; and copy of the representative's identification document (ID for Romanian citizens or passport for foreign citizens);

(b) for shareholders that are legal persons through:

(i) ascertaining certificate, in original or certified copy, issued by the Commercial Registry or any other document, in original or certified copy, issued by a competent authority in the state in which the shareholder is legally incorporated, no more than 3 (three) months before the date when this convening notice has been published, allowing its identification in the Company's shareholders' register held by Depozitarul Central SA or, in the case of the Romanian State, a copy of the document proving the legal representative capacity of the one showing it or, in the case of shareholders that are international organizations, a special power of attorney granted under the standard procedure used by that organization;

(ii) copy of the identification document of the legal representative/proxy that is a natural person (ID for Romanian citizens or passport for foreign citizens) or, in case the legal representative/proxy is a legal person, copy of the identification document of the legal person's legal representative (ID for Romanian citizens or passport for foreign citizens) together with the ascertaining certificate, in original or certified copy, issued by the Commercial Registry or any other document, in original or certified copy, issued by a competent authority in the state in which the legal representative/proxy that is a legal person is legally incorporated, ascertaining the existence of the legal person and the name/capacity of the legal representative, issued no more than 3 (three) months before the date when this convening notice has been published.

To ensure verification, it is sufficient to submit in original at the Company's Registry Desk at the Company's headquarters the special power of attorney issued by the person registered as shareholder, accompanied by a copy of the identification document of the legal representative/proxy that is a natural person (ID for Romanian citizens or passport for foreign citizens) or, in case the legal representative/proxy is a legal person, copy of the identification document of the legal person's legal representative (ID for Romanian citizens or passport for foreign citizens).

The documents certifying the capacity of the legal representative that are drafted in a foreign language other than English shall be accompanied by a translation made by an authorised translator in Romanian and/or in English.

The special powers of attorney are valid both for the first OGMS and EGMS and the second OGMS and EGMS should the legal and/or statutory quorum provided for holding the first OGMS/EGMS have not been met.

The special 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 special power of attorney to participate and vote in the OGMS and/or the EGMS given by a shareholder to a credit institution providing custody services shall be valid without presenting other additional documents relating to that shareholder, if the special power of attorney is drafted according to Regulation no. 6/2009 regarding the exercise of certain rights of shareholders in general meetings of companies, is signed by the shareholder in question and is accompanied by an affidavit given by the legal representative of the credit institution that has received the mandate by power of attorney, evidencing that: (i) the credit institution provides custody services for that shareholder, (ii) the instructions in the special power of attorney are identical to the instructions in the SWIFT message received by the credit institution to vote in the name of that shareholder, and (iii) the special power of attorney is signed by the shareholder.

The special power of attorney and the declaration of the custodian provided above must be submitted to the Company in original at the Company's Registry Desk at the Company's headquarters (in person or by courier service, with confirmation of receipt)), at least 48 hours before the OGMS and EGMS, respectively, take place, signed and, if the case, stamped, without any further formalities in connection with the form of these documents.

The special power of attorney form:

(a) shall be made available to the shareholders by the Company as of 14 November 2014, on the Company's website at http://www.electrica.ro/en/investor-relations/general-meeting-of-shareholders/;

(b) shall be updated by the Company should there be new items added on the agenda of the OGMS and/or EGMS, and the updated version shall be published on the Company's website at http://www.electrica.ro/en/investor-relations/general-meeting-of-shareholders/. In case the agenda is supplemented/updated and the shareholders do not send updated special powers of attorney, the powers of attorney submitted previous to the supplement/update of the agenda shall be taken into consideration only for the items that are also found on the updated 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 ir@electrica.ro 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 and/or the EGMS may also be done by correspondence, by the duly filling in, signing, and transmitting the voting ballot forms for voting by correspondence.

The voting ballot forms for voting by correspondence, filled in and signed by the shareholders, shall be submitted in writing either (i) in original in hardcopy at the Company's Registry Desk at the Company's headquarters (in person or by courier service, with confirmation of receipt), or (ii) via e-mail, with incorporated extended electronic signature, as per Law 455/2001 on the electronic signature, at ir@electrica.ro, so as to be received until 16 December 2014, 14:00 o'clock (Romanian time) for the voting ballot forms corresponding to the OGMS and 16:00 o'clock (Romanian time) for the voting ballot forms corresponding to the EGMS, namely at least 48 hours before the OGMS and EGMS, respectively, take place, under penalty of losing the right to vote in the OGMS and EGMS, respectively. 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/EXTRORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 18 DECEMBER 2014".

The voting ballot forms for voting by correspondence shall be accompanied by the following documents:

(a) for shareholders that are natural persons - 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 SC Depozitarul Central SA;

(b) for shareholders that are legal persons through:

(i) ascertaining certificate, in original or certified copy, issued by the Commercial Registry or any other document, in original or certified copy, issued by a competent authority in the state in which the shareholder is legally incorporated, not older than 3 (three) months before the date when this convening notice has been published, allowing its identification in the Company's shareholders' register held by Depozitarul Central SA;

(ii) acknowledgement/confirmation of the legal representative capacity shall be based on the list of shareholders on the Reference Date, received from Depozitarul Central SA; nevertheless, if the shareholder/the person who has that obligation has not timely informed Depozitarul Central SA of its legal representative (so that the shareholders' register reflects this on the Reference Date), then the ascertaining certificate/the similar documents mentioned above must prove the legal representative of the legal person shareholder;

(iii) acknowledgement of the representative/proxy capacity shall be based on the power of attorney issued by the shareholder or, in the case of the Romanian State, a copy of the document proving the legal representative capacity of the one showing it or, in the case of shareholders that are international organizations, a special power of attorney granted under the standard procedure used by that organization;

(iv) copy of the identification document of the legal representative/proxy (ID for Romanian citizens or passport for foreign citizens).

The documents certifying the capacity of the legal representative that are drafted in a foreign language other than English shall be accompanied by a translation made by an authorised translator in Romanian and/or in English.

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

In case the shareholder that voted by correspondence attends the OGMS/EGMS personally or by representative, the vote by correspondence expressed for these meetings shall be annulled. In this case, only the vote expressed in person or by representative shall be taken into consideration.

The voting ballot form for voting by correspondence for voting in the OGMS and/or the EGMS given by a shareholder to a credit institution providing custody services shall be valid without presenting other additional documents relating to that shareholder, if the voting ballot form for voting by correspondence is drafted according to Regulation no. 6/2009 regarding the exercise of certain rights of shareholders in the general meetings of companies, is signed by the shareholder in question and is accompanied by an affidavit given by the legal representative of the credit institution, evidencing that: (i) the credit institution provides custody services for that shareholder, (ii) the voting ballot forms for voting by correspondence is signed by the shareholder and contains voting options identical to those mentioned by the shareholder in a SWIFT message received by the credit institution from that shareholder.

The voting ballot form for voting by correspondence and the affidavit of the custodian provided above must be submitted to the Company in original at the Company's Registry Desk at the Company's headquarters (in person or by courier service, with confirmation of receipt)), at least 48 hours before the OGMS and EGMS, respectively, take place, signed and, if the case, stamped, without any further formalities in connection with the form of these documents.

The voting ballot form for voting by correspondence:

(a) shall be made available to the shareholders by the Company as of 14 November 2014, on the Company's website at http://www.electrica.ro/en/investor-relations/general-meeting-of-shareholders/;

(b) shall be updated by the Company should there be new items added on the agenda of the OGMS and/or EGMS, and the updated version shall be published on the Company's website at http://www.electrica.ro/en/investor-relations/general-meeting-of-shareholders/. In case the agenda is supplemented/updated and the shareholders do not send updated voting ballot forms for voting by correspondence, the voting ballot forms for voting by correspondence submitted previous to the supplement/update of the agenda shall be taken into consideration only for the items that are also found on the updated agenda.

(d) 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 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 secretariat / the technical secretary of the OGMS/EGMS.

Additional information regarding the OGMS or, as the case may be, the EGMS, may be obtained from the Secretariat of the Board of Directors, at the telephone number: 021.208.50.40, as well as on the Company's website at http://www.electrica.ro/en/investor-relations/general-meeting-of-shareholders/.

31 October 2014

CHAIRMAN OF THE BOARD OF DIRECTORS

Victor Cionga