Electrica Regs Regulatory News (ELSA)

Societatea Energetica Electrica S.A.

9, Grigore Alexandrescu str.

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: 3.459.399.290 RON

www.electrica.ro

To: Romanian Financial Supervisory Authority (ASF)

Bucharest Stock Exchange (BVB)

London Stock Exchange (LSE)

Current report in compliance with the Law 24/2017 on issuers of financial instruments and market operations, the Romanian Capital Market Law no. 297/2004, CNVM Regulation no. 1/2006, and the Bucharest Stock Exchange Code

Report date: 26 September 2017

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 3,459,399,290

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

Significant events to be reported:

Supplement to the convening notice of the General Meeting of Shareholders (GMS) of Societatea Energetica Electrica S.A. (Electrica or the Company) dated 26 October 2017

As regards the Ordinary General Meeting of Shareholders (OGMS) dated 26 October 2017, 10:00 o'clock (Romanian time), on 21 September 2017 Societatea Energetica Electrica S.A. received a request to supplement the agenda filed by the Ministry of Energy, on behalf of the Romanian State, as shareholder owning 48.78% of the Company's share capital.

The updated convening notice of the GMS of Electrica which will be held on 26 October 2017, taking into consideration the request to supplement the agenda is included in Annex 1 (The supplement to the convening notice of the GMS of Electrica dated 26 October 2017) to this report and was approved by the Company's Board of Directors on 25 September 2017. The supplement to the convening notice is to be published in the Official Gazette of Romania, Part IV and in the newspaper Bursa.

Information regarding the proposals for new candidates for director positions related to the new items on the agenda of the OGMS of Electrica dated 26 October 2017 introduced following the requests to supplement the agenda of the OGMS mentioned above shall be made available to the shareholders at the Company's Registry Desk as well as on the Company's website at the following address: https://www.electrica.ro/en/investors/general-meetings-of-shareholders/2017-gms/general-meeting-of-shareholders-as-of-october-26th-2017/, starting with 5 October 2017.

CEO

Dan Catalin Stancu

Annex 1: The supplement to the convening notice of the GMS of Electrica dated 26 October 2017

SUPPLEMENTED CONVening notice

of the Ordinary general meeting of shareholders and the ExtraOrdinary general meeting of shareholders of

SOCIETatea Energetica ELECTRICA S.A.

The Board of Directors of SOCIETATEA ENERGETICA ELECTRICA S.A. (hereinafter the Company or Electrica), 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,

CONSIDERING

· the initial convening notice of the Ordinary General Meeting of the Company's shareholders (OGMS) and the Extraordinary General Meeting of the Company's shareholders (EGMS) published in the Official Gazette - Part IV - No. 3165 dated 5 September 2017 and in the newspaper Bursa No. 162 (5986) dated 5 September 2017, as well as on the Company's website at www.electrica.ro Investors -> General Meeting of Shareholders section on 4 September 2017,

· the request of the Ministry of Energy, on behalf of the Romanian State as shareholder owning 48.78% of the Company's share capital, formulated through the letter No. 103735/TFP/21.09.2017 registered with the Company under No. . 9900/13084/21.09.2017, at 16:03 o'clock, to supplement the agenda of the OGMS with the following items (the Request to Supplement):

1. Election of the members of the Board of Directors of the Company Societatea Energetica Electrica SA by applying the cumulative voting method.

2. Establishing the mandate's duration for the directors elected by applying the cumulative voting method as per item 1 above in accordance with the provisions of Article 18 para. (8) of the Articles of Association the Company Societatea Energetica Electrica SA, for a period of 4 (four) years.

· that the initial calling notice needs to be updated and republished following the receipt of the Request to Supplement, also noting that there is no change to the calling notice for the EGMS, the text of which remains as it was in the initial calling notice,

pursuant to the decision of the meeting of the Board of Directors (the Board of Directors) no. 18 of the Company dated 1 September 2017 and of the subsequent meeting of the Board of directors no 20 dated 25September 2017 held following the receipt of the Request to Supplement,

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, National Securities Commission Regulation No. 1/2006 regarding issuers and securities operations, as subsequently amended, National Securities Commission Regulation No. 6/2009 regarding the exercise of certain rights of shareholders in the general meetings of companies, as subsequently amended, and the provisions of the Company's articles of association (the Articles of Association),

SUPPLEMENTS

The Agenda of the Company's Ordinary General Meeting of Shareholders from 26 October 2017, the Agenda of the Company's Extraordinary General Meeting of Shareholders from 26 October 2017 remaining unchanged.

The meetings were convened as it follows:

· OGMS starting at 10:00 o'clock (Romanian time), at the Company's headquarters in Bucharest, 9 Grigore Alexandrescu Str., sector 1, postal code 010621, Radu Zane conference room; and

· EGMS starting at 11:00 o'clock (Romanian time), at the Company's headquarters in Bucharest, 9 Grigore Alexandrescu Str., sector 1, postal code 010621, Radu Zane conference room;

Should the legal and/or statutory quorum for convening the OGMS respectively the EGMS not be met on the date mentioned above as the date of the first calling, a second OGMS, respectively a second EGMS shall be convened and established for 27 October 2017, 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 010621, Radu Zane conference room; and

· EGMS starting at 11:00 o'clock (Romanian time), at the Company's headquarters in Bucharest, 9 Grigore Alexandrescu Street, sector 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 27 September 2017 (Reference Date) have the right to attend and cast their votes in the OGMS and/or EGMS. Should there be a second calling of the OGMS respectively EGMS, the Reference Date remains the same.

The agenda of the OGMS, as it was supplemented, will be the following:

1. Election of a member of the Board of Directors of the Company for filling in the vacant position of director following the renunciation to the mandate by the non-independent director Corina Georgeta-Popescu.

2. Approval of the term of the mandate of the director elected pursuant to item 1 above, for a duration equal to the period remaining until the expiry of the mandate for the vacant position, i.e. until 14 December 2019, of a management contract and a remuneration according to the remuneration policy, as both have been approved by the Ordinary General Meeting of Shareholders' Resolution No. 1 of 31 March 2016.

3. The empowerment of the representative of the Energy Ministry, present in the OGMS, to sign, in the name of the Company, the framework management agreement with the member of the Board of Directors appointed according to item 1 above.

4. Election of the members of the Board of Directors of Societatea Energetica Electrica SA by applying the cumulative voting method.

5. Establishing the mandate's duration for the directors elected by applying the cumulative voting method as per item 4 above in accordance with the provisions of Article 18 para. (8) of the Articles of Association of Societatea Energetica Electrica SA, for a period of 4 (four) years.

6. Setting the date of 14 November 2017, as registration date, for the purpose of identifying the shareholders with respect to whom the effects of the resolution of the OGMS apply as per Article 86 para. (1) of Law No. 24/2017 on the issuers of financial instruments and market operations.

7. Empowerment of 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 the registration of the resolution in the Commercial Registry Office of the Bucharest Tribunal, as well as for the publication of the OGMS resolution according to the law.

The unchanged agenda of the EGMS will be the following:

1. Approval of the acquisition by the Company of the following shares held by Fondul Proprietatea S.A. (the Seller) in Societatea de Distribuție a Energiei Electrice Muntenia Nord S.A., Societatea de Distribuție a Energiei Electrice Transilvania Nord S.A., Societatea de Distribuție a Energiei Electrice Transilvania Sud S.A. (the Distribution Subsidiaries) and Electrica Furnizare S.A. (the Distribution Subsidiaries and Electrica Furnizare S.A. are hereinafter collectively referred as the Subsidiaries), as follows:

· 7,796,012 shares representing 21.9999696922382% of the share capital of Societatea de Distribuție a Energiei Electrice Muntenia Nord S.A., as well as all the other shares held by the Seller in Societatea de Distribuție a Energiei Electrice Muntenia Nord S.A., except for those mentioned below at item 4 let. b of the agenda, for a total price ofRON 209,744,658.96; the Seller shall remain entitled to receive the dividend in respect of these shares for the financial year ending 31 December 2016;

· 8,167,803 shares representing 21.9999829770757% of the share capital of Societatea de Distribuție a Energiei Electrice Transilvania Nord S.A., as well as all the other shares held by the Seller in Societatea de Distribuție a Energiei Electrice Transilvania Nord S.A., except for those mentioned below at item 4 let. b of the agenda, for a total price of RON 201,702,420.05; the Seller shall remain entitled to receive the dividend in respect of these shares for the financial year ending 31 December 2016;

· 9,327,272 shares representing 21.9999745263433% of the share capital of Societatea de Distribuție a Energiei Electrice Transilvania Sud S.A., as well as all the other shares held by the Seller in Societatea de Distribuție a Energiei Electrice Transilvania Sud S.A., except for those mentioned below at item 4 let. b of the agenda, for a total price ofRON 173,504,178.98; the Seller shall remain entitled to receive the dividend in respect of these shares for the financial year ending 31 December 2016;

· 1,366,402 shares representing 21.9998660431663% of the share capital of Electrica Furnizare S.A., as well as all the other shares held by the Seller in Electrica Furnizare S.A. (except for a number of 10 (ten) shares that will be acquired by Societatea Filiala de Întreţinere si Servicii Energetice "Electrica Serv" S.A.), for a total price of RON 167,078,658.24; the Seller shall remain entitled to receive the dividend in respect of these shares for the financial year ending 31 December 2016.

2. Approval of the proposed tripartite sale purchase agreements for the acquisition of the Seller's shares in the Subsidiaries, as they will be made available to the shareholders, according to the law.

3. Empowerment of the general manager of the Company to negotiate and to sign, in the conditions set out in the documents made available for items 1-4 of the agenda, the tripartite sale purchase agreements for the acquisition of the Seller's shares in the Subsidiaries, with the observance of item 1 above.

4. Mandating the Company to grant a positive vote in the Distribution Subsidiaries' general meetings of shareholders (including, if necessary, by waiving the convening formalities) with regard to the transfer of the shares held by the Seller, as follows:

(a) the transfer to the Company of the shares referred to in item 1 on the agenda of the EGMS meeting;

(b) the transfer of the remaining shares held by the Seller in the Distribution Subsidiaries, as follows (i) 10 (ten) shares, representing 0.0000282195174818077% of the share capital, held in Societatea de Distribuție a Energiei Electrice Muntenia Nord S.A. to Societatea de Distribuție a Energiei Electrice Transilvania Sud S.A., for the price of RON 269.04 (ii) 10 (ten) shares, representing 0.0000269350068519964% of the share capital, held in Societatea de Distribuție a Energiei Electrice Transilvania Nord S.A. to Societatea de Distribuție a Energiei Electrice Muntenia Nord S.A., for the price of RON 246.95, (iii) 10 (ten) shares, representing 0.0000235867191675586% of the share capital, held in Societatea de Distribuție a Energiei Electrice Transilvania Sud S.A. to Societatea de Distribuție a Energiei Electrice Transilvania Nord S.A., for the price of RON 186.02.

5. Setting the date of 14 November 2017, as registration date, for the purpose of identifying the shareholders with respect to whom the effects of the resolution of the EGMS apply as per Article 86 para. (1) of Law No. 24/2017 on the issuers of financial instruments and market operations.

6. Empowerment of 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 the registration of the resolution in the Commercial Registry Office of the Bucharest Tribunal, as well as for 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 or, in case the shareholder is being represented by a credit institution providing custody services, based on the voting instructions received by way of electronic communication means, without being necessary to issue a special power-of-attorney or a general one; the general power-of-attorney may be granted only to an "intermediary" as defined in the capital market legislation, or to a lawyer;

(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),

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 GMS)/the similar documents mentioned above (not older than 30 days at the date of the GMS) 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 shareholder or based on the 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, 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; in case the shareholder is being represented by a credit institution providing custody services, based on the voting instructions received by way of electronic communication means, without being necessary to issue a special power-of-attorney or a general one;

(iii) 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.

II. Information materials regarding the agenda

Starting with 11 September 2017 and up to the date set for the taking place of the OGMS respectively the EGMS, at the first calling date or the second calling date, 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 -> The General Meeting of Shareholders, and in hardcopy at the Company's Registry Desk located at its headquarters in Bucharest, 9 Grigore Alexandrescu Street, sector 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):

(a) the convening notice (the convening notice will be published on the website of the Company at www.electrica.ro, Investors section -> The General Meeting of Shareholders as of the date of its publishing in the Official Gazette);

(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 respectively the EGMS;

(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) information/documents regarding the items included on the agenda.

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

In order to obtain hard 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 17:00 (Romanian time) on 11 September 2017, 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.

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 or the EGMS/the Company's activity, prior to the date of the OGMS and respectively the EGMS. 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 courier services, 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 26 October 2017, 10:00 o'clock (Romanian time), stating clearly in writing in capital letters: "QUESTIONS REGARDING THE AGENDA/THE COMPANY'S ACTIVITY - FOR THE ORDINARY/EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 26 OCTOBER 2017".

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 or, as the case may be, 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 Investors section -> The 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 and respectively the EGMS convening notice, respectively, to request in writing that new items are added on each of 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 address questions regarding the items on the agenda of OGMS, 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 or the EGMS to which it refers. 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 at the Company's headquarters (in person or by courier services, 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 21 September 2017, 17.00 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/EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 26 OCTOBER 2017".

(d) for the questions 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.

The documents justifying the proposals for the introduction of new items on the agenda and the corresponding draft resolution, together with the updated convening notice, will be available to the shareholders, as of 26 September 2017, 17:00 o'clock (Romanian time), at the Company's Registry Desk, as well as on the Company's website at www.electrica.ro Investors section -> The General Meeting of Shareholders and the updated convening notice will be published in the Official Gazette of Romania and a widespread daily newspaper in accordance with the legal provisions.

V. The Romanian State's right to nominate a candidate for the vacant position of director of the Company

Taking into consideration the request of the Ministry of Energy on behalf of the Romanian State, as a shareholder to supplement the agenda with the item" Election of the members of the Board of Directors of the Company by applying the cumulative voting method.", this section V is no longer applicable, and all shareholders will refer to section VI below as regards the right to propose candidates.

The Romanian State has the right to submit a proposal for a candidate to fill in the vacant position of director, in accordance with the law and the Articles of Association, following the renunciation to the mandate by the non-independent director Corina Georgeta-Popescu. This proposal will include information about his domicile locality and the professional qualification of the nominated person, and will be accompanied by the candidate's Curriculum Vitae evidencing his experience and professional background and by a copy of his identity card. The proposal will be addressed to the Board of Directors and sent in writing either (i) in hardcopy, at the Company's Registry Desk at the Company's headquarters (in person or by courier services, 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 21 September 2017, 17:00 o'clock (Romanian time). Both means of transmission must state clearly in writing in capital letters: "PROPOSAL OF CANDIDATE - FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 26 OCTOBER". The name of the nominated person for the position of director of the Company together with the above mentioned information will be available to the shareholders, as of 26 September 2017, 17:00 o'clock (Romanian time) at the Company's Registry Desk, as well as on the Company's website at www.electrica.ro Investors section -> The General Meeting of Shareholders.

VI. The shareholders' right to propose candidates for the position of directors of the Company that will be elected by applying the cumulative voting method

According to the provisions of the National Securities Commission Regulation No. 1/2006 regarding issuers and securities operations, when the members of the board of directors are elected using the cumulative voting method, the directors in office until the date of OGMS are automatically included by operation of law on the candidates' list for being elected in the new Board of Directors. The directors in office at the date of the OGMS that are not reappointed by the cumulative voting in the new Board of Directors shall be deemed to have been revoked, their mandate being consequently terminated.

The shareholders of the Company have the right to propose candidates for directors, 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 (in person or by courier services, with confirmation of receipt), or (ii) via e-mail, with incorporated extended electronic signature, as per Law 455/2001 on the electronic signature, at the address ir@electrica.ro, until 10 October 2017, 10:00 o'clock (Romanian time). Both means of submission shall state clearly in writing in capital letters: "CANDIDATE PROPOSAL - FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 26 OCTOBER 2017".

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 Section I (The identification requirements applicable to the shareholders) above.

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 document, and

(c) in case of proposals for independent candidates, ascertaining documents evidencing that the respective candidate meets the requirements under letters a) - k) of Article 18 para. (2) of the Articles of Association, including but not limited to, an authenticated affidavit issued by the candidate certifying that he/she 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 shall be made available to the shareholders starting with 5 October 2017, 17:00 o'clock (Romanian time), at the Company's Registry Desk, as well as on the Company's website at www.electrica.ro 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(5) item (ii) of the Articles of Association, the Nomination and Remuneration Committee assesses that each candidate complies with the applicable criteria. Following such assessment, according to the article 19(5) item (iii) of the Articles of Association of the Company, 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, 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 13 October 2017, 10:00 o'clock (Romanian time), at the Company's Registry Desk, as well as on the Company's website at www.electrica.ro Investors section -> The General Meeting of Shareholders.

VII. Other information related to cumulative voting method

The application of the cumulative voting method involves choosing the entire Board of Directors within the OGMS. Each shareholder has the right to assign its cumulative votes (votes obtained by multiplying the votes held by any shareholder, according to the participation to the share capital, by the number of directors that are to form the Board of Directors) to one or more persons proposed to be elected in the Board of Directors.

As also detailed in the voting ballot forms, in exercising the cumulative voting, shareholders can cast all the cumulative votes to one candidate or to several candidates. The number of casted votes shall be mentioned for each candidate. The number of votes casted by a shareholder on the voting ballot form cannot exceed the number of cumulative votes of the respective shareholder, under penalty of cancellation of the voting ballot form.

VIII. Participation of the shareholders to the OGMS and EGMS meeting

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, in case the shareholder is being represented by a credit institution providing custody services, based on the voting instructions received by way of electronic communication means, without being necessary to issue a special power-of-attorney or a general one;

- 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, 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

The representation of shareholders in the OGMS and/or 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 and/or the EGMS, in accordance with the legal provisions, of items not included on the published agenda, the proxy may vote in their respect according to the interest of the represented shareholder.

A shareholder may also grant a valid general power of attorney for a period that shall not exceed 3 years, 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 and 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.

A shareholder may appoint only one person to represent it at the OGMS respectively the 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.

The special or general powers of attorney, filled in and signed by the shareholders, shall be submitted in writing either (i) in original (in what concerns the special power of attorney) 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 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 20 October 2017, 17:00 o'clock (Romanian time) (namely at least 2 business days before the OGMS and EGMS take place), under penalty of losing the right to vote in the OGMS and EGMS. 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 26 OCTOBER 2017".

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. 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 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 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 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 and/or EGMS through a general power of attorney by a person that is in a situation of conflict of interests according to art. 92 para. (15), of Law 24/2017 regarding the issuers of financial instruments and market operations. 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 of its employees.

The special power of attorney, the declaration of the legal representative of the intermediary or, as the case may be, of the lawyer and the general power of attorney provided above must be submitted to the Company in original, respectively in copy containing the mention of its conformity with the original under the proxy's signature, for the general power of attorney, at the Company's Registry Desk at the Company's headquarters (in person or by courier service, with confirmation of receipt), at least 2 business days before the OGMS/EGMS takes place, signed, 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 11 September 2017, on the Company's website at www.electrica.ro Investors section -> The General Meeting of Shareholders.;

(b) the special power of attorney form shall be updated by the Company if there would 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 www.electrica.ro Investors section -> The 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 prior 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 EGMS may also be done by correspondence, by duly filling in, signing, and transmitting the voting ballot form for voting by correspondence.

The voting ballot forms for voting by correspondence, filled in and signed by the shareholders shall 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 20 October 2017, 17:00 o'clock (Romanian time), namely at least 2 business days before the OGMS respectively the EGMS take place, under penalty of losing the right to vote in the OGMS respectively the EGMS. 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 26 OCTOBER 2017".

The voting ballot forms shall be accompanied by documents attesting the fulfilment of the identification requirements mentioned in Section I (The identification requirements applicable to the shareholders) above.

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 be met.

The voting ballot form for voting by correspondence, in writing, 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 2 business days before the OGMS respectively the EGMS take place, signed 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 11 September 2017, on the Company's website at www.electrica.ro Investors section -> The General Meeting of Shareholders.

(b) shall be updated by the Company if there would 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 www.electrica.ro Investors section -> The General Meeting of Shareholders. 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 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/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 secretariat/the technical secretary of the OGMS/EGMS.

(e) 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 by invitation by the Board of Directors.

Additional information regarding the OGMS/EGMS may be obtained from the Company Secretary, at the telephone number: 021.208.5038, from the Investors Relation Department, at the telephone number: 021.208.5035, through e-mail at ir@electrica.ro and on the Company's website at www.electrica.ro Investors section -> The General Meeting of Shareholders.

25 September 2017

CHAIRMAN OF THE BOARD OF DIRECTORS

Cristian Busu