General Meeting of Shareholders on 29 April 2025

Electrica’s EGMS and OGMS
Time: starting at 10:00 o’clock (Romanian time), respectively starting at 11:00 o’clock (Romanian time)
Location: “Radu Zane” Conference Room, Company’s headquarters, Bucharest, 9 Grigore Alexandrescu Street, District 1, postal code 010621

Online voting platform: electrica.voting.ro

Disclaimer:
The translation of the documents from Romanian into English is unauthorized translation. In case of inconsistencies between the information provided in Romanian and those provided in English, Romanian language will prevail.
The sensitive documents published on this webpage have been labeled at the time of their drafting and execution with a sensitivity label in accordance with their status at the time of their drafting, respectively execution, in accordance with the information classification standard related to Electrica’s security policy. On the date of their publication (indicated accordingly for each document), Electrica confirms the fact that these have been reclassified as being public.

 

The voting documents for the EGMS – available on 28 March 2025:

The support documents for the agenda of EGMS: – note for items 1 and 2

  1. Empowerment of Electrica’s representative, considering Electrica as Electrica Furnizare S.A. (EFSA)’s shareholder, to participate in EFSA EGMS and to express a favorable vote (“for”) regarding the approval of the extension of the empowerment of EFSA Board of Directors to undertake all measures in the name and on behalf of EFSA, in order to modify the banking contracts, financing contracts and/or guarantee contracts/guarantees related to credit contracts concluded within the ceiling approved in item 1 of the EFSA EGMS resolution no. 5/14.06.2022 for the year 2022, including, but not limited to the purpose, type, use, modification of the credits validity and the guarantees established. The mandate granted to the EFSA Board of Directors above includes, without being limited to the following:
    a) to approve the individual guarantee transactions related to contracted financing within the limits of the ceilings approved by EFSA EGMS resolution no. 5/14.06.2022 for the year 2022;
    b) to represent it with full powers before banks, financial institutions, affiliates and any third parties;
    c) to negotiate and accept the clauses of the additional acts, which will include, but are not limited to the level of costs and commissions as well as the reimbursement of costs with legal advice for the benefit of the banks, if applicable (legal opinion on the contract), cases of fault, early repayment, the right to distribute / receive dividends;
    d) to negotiate and accept the type, form and conditions of the guarantees;
    e) to sign the additional acts to the credit agreements, the related guarantee contracts / the related guarantee, any other addendums, as well as any other necessary documents in connection with these contracts / documents;
    f) to carry out any other legal activity that it will consider necessary for the above-mentioned purpose.
    The EFSA Board of Directors may delegate to the executive management of EFSA the undertaking of certain or of all the operational activities (except those indicated in letter a)) in order to fulfill this mandate.
  2. Extension of the mandate of the Electrica’s Board of Directors of Electrica to undertake all measures in the name and on behalf of on behalf of and for Electrica, in order to amend the guarantee contracts/guarantees related to the credit contracts concluded by EFSA within the ceiling approved by EFSA EGMS resolution no. 5/14.06.2022 for the year 2022, including but not limited to the purpose, type, use, modification of the duration of the constituted guarantees. The mandate granted to the ELSA Board of Director includes, but is not limited to, the following:
    a) to approve the individual guarantee transactions related to the financing contracted within the ceilings approved by ELSA EGMS resolution no. 3/09.06.2022 for the year 2022;
    b) to represent it with full powers before banks, financial institutions, affiliates and any third parties;
    c) to negotiate and accept the contractual guarantees’ clauses, which will include, without limitation, the level of costs and commissions, type of costs/amounts covered by the guarantees, duration of the guarantees, obligations, interdictions and liability of the guarantor as well as the reimbursement of costs with legal advice for the benefit of banks, if applicable (legal opinion on the contract), cases of fault, early repayment, the right to distribute / receive dividends;
    d) to negotiate and accept the type, form and conditions of the guarantees;
    e) to sign the related guarantee contracts/the related guarantee, any other addendums, as well as any other necessary documents in connection with these contracts/documents;
    f) to carry out any other legal activity that it will consider necessary for the above-mentioned purpose.
    The Electrica’s Board of Directors may delegate to the executive management of Electrica the undertaking of certain or all of the operational activities (except those indicated in letter a)) in order to fulfill the mandate granted.

The voting documents for the OGMS – available on 28 March 2025:

The support documents for the agenda of OGMS:

  1. Approval of the Separate Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2024, prepared in accordance with the Order of the Minister of Public Finance (OMFP) no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards, as subsequently amended, based on the Directors’ Report for the year 2024 and the Independent Auditor’s Report on the Separate Annual Financial Statements at the date and for the financial year ended 31 December 2024.
  2. Approval of the Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2024, prepared in accordance with the Order of the Minister of Public Finance no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards, as subsequently amended, based on the Directors’ Report for the year 2024 and the Independent Auditor’s Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2024. . The Directors’ Report for the year 2024 also includes the Sustainability Reporting prepared in accordance with the requirements of Directive (EU) 2022/2464 on Corporate Sustainability Reporting (“CSRD”) and delegated act no. 5303/2023 on the European Sustainability Reporting Standards (“ESRS”) which complement the CSRD Directive transposed into national legislation by Order of the Ministry of Public Finance No. 85/2024 for the regulation of aspects related to sustainability reporting (“OMFP 85/2024”) and the Independent Auditor’s Report on sustainability reporting as of and for the financial year ended on 31 December 2024.
  3. Approval of the Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2024, prepared in accordance with the International Financial Reporting Standards adopted by the European Union, based on the Directors’ Report for the year 2024 and the Independent Auditor’s Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2024.
  4. Approval of Electrica’s Board of Directors proposal on the distribution of the net profit for the financial year 2024, the approval of the total gross dividend value and of the gross dividend per share as set out in the note to the shareholders, and well as the approval of the date of payment of the dividends for the year 2024 as being 27 June 2025.
  5. Approval of the discharge of liability of the members of Electrica’s Board of Directors for the financial year 2024.
  6. Approval of the income and expenses budget of Electrica for financial year 2025, at individual level.
  7. Approval of the income and expenses budget of Electrica for financial year 2025, at consolidated level.
  8. Submission of the Remuneration Report for Directors and Executive Managers of Electrica for 2024, to the consultative vote of the OGMS, considering the provisions of art. 107 paragraph (6) of Law no. 24/2017 on issuers of financial instruments and market operations, republished.
  9. Establishment of the date of 4 June 2025 as registration date, the date on which the identification of the shareholders affected by Electrica OGSM will take place, including the right to dividends, in accordance with art. 87 of Law no. 24/2017 on issuers of financial instruments and market operations, republished, as subsequently amended.
  10. Establishment of the date of 3 June 2025 as ex-date, the date on which financial instruments are traded without rights deriving from Electrica OGMS.
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