General Meeting of Shareholders on 29 April 2026

Electrica’s OGMS and EGMS
Time: starting at 10:00 o’clock (Romanian time), respectively starting at 12:00 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

Electrica IR App, which offers better access to the voting platform on mobile devices, may be accessed here: Android and Iphone (click to download)

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 OGMS – corrected on 17 April 2026:

The support documents for the agenda of OGMS – available since 27 March 2026:

  1. Approval of the Separate Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2025, 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 2025 and the Independent Auditor’s Report on the Separate Annual Financial Statements at the date and for the financial year ended 31 December 2025.
  2. Approval of the Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2025, prepared in accordance with the OMFP no. 2844/2016 approving the Accounting Regulations compliant with the International Financial Reporting Standards adopted by the European Union, as subsequently amended, based on the Directors’ Report for the year 2025, the Sustainability Reporting (prepared in accordance with the requirements of Directive (EU) 2022/2464 on Corporate Sustainability Reporting (“CSRD”) and the Commission Delegated Regulation (EU) 2023/2772 on the European Sustainability Reporting Standards (“ESRS”) transposed into national legislation through OMFP no. 85/2024, as well as based on the Independent Auditor’s Report on the Consolidated Annual Financial Statement and the Independent Auditor’s Limited Assurance Report on the Consolidated Sustainability Reporting for the financial year ended 31 December 2025.
  3. Approval of the Consolidated Annual Financial Statements of Societatea Energetică Electrica S.A. at the date and for the financial year ended 31 December 2025, prepared in accordance with the International Financial Reporting Standards adopted by the European Union, as subsequently amended, based on the Directors’ Report for the year 2025 and the Independent Auditor’s Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2025.
  4. Approval of the 2025 Annual Financial Report, in accordance with art. 65^1 of Law no.24/2017.
  5. Approval of Electrica’s Board of Directors proposal on the distribution of the net profit for the financial year 2025, the approval of the total gross dividend value and of the gross dividend per share as set out in the note to the shareholders, as well as the approval of the date of payment of the dividends for the year 2025 as being 25 June 2026.
    • Note (corrected on 17 April 2026); older version from 27 March 2026 available here
  6. Establishment of the date of 3 June 2026 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
  7. Establishment of the date of 2 June 2026 as ex-date, the date on which financial instruments are traded without rights deriving from Electrica OGMS.
  8. Approval of the discharge of liability of the members of Electrica’s Board of Directors for the financial year 2025
  9. Approval of the income and expenses budget of Electrica for financial year 2026, at individual level.
  10. Approval of the income and expenses budget of Electrica for financial year 2026, at consolidated level.
  11. Submission of the Remuneration Report for Directors and Executive Managers of Electrica for 2025, 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.
  12. Approval of the appointment of the financial auditor of Electrica, KPMG Audit SRL, a limited liability company established and operating in accordance with Romanian law, headquartered in Bucharest, district 1, 89A București-Ploiesti Road, Romania, registered with Trade Register under number J2000004439400, sole registration code (CUI) 12997279, holding authorization no. 9 issued by the Chamber of Financial Auditors of Romania on 11.07.2001 and registered in the Electronic Public Register of the Authority for the Public Surveillance of the Statutory Audit Activity (APSSAA) with no. FA9, for the financial year 2026, 2027 and 2028, starting from 30 April 2026 until 31 May 2029.
  13. Approval of the appointment of KPMG Audit SRL as Electrica S.A.’s auditor regarding the Sustainability Reporting (prepared in accordance with the requirements of Directive (EU) 2022/2464 on Corporate Sustainability Reporting (“CSRD”) and Delegated Regulation (EU) 2023/2772 on the European Sustainability Reporting Standards (“ESRS”), transported into national legislation by OMFP 85/2024), for the financial year 2026, 2027 and 2028, starting from 30 April 2026 until 31 May 2029.
  14. Information regarding the statute of limitation (prescription) for the shareholders’ right to dividends of the years 2020 and 2021, according to the Note made available to the shareholders, in accordance with the law.
  15. Election of a new member of the Company’s Board of Directors to fill the vacant position, following the resignation of Ms. Valentina Siclovan. The duration of the mandate of the elected director will be equal to the remaining period until the expiry of the mandate for the vacant position, respectively until 26 January 2028. The form of the mandate agreement for the new member of the Board of Directors was approved by the Ordinary General Meeting of Shareholders’ Resolution No. 1 from 9 February 2018, and the remuneration due to the new director will be established in accordance with the Remuneration Policy for Directors and Executive Managers, approved through the Ordinary General Meeting of Shareholders’ Resolution No. 1 from 27 April 2023.
  16. Empowerment of the representative of the Ministry of Energy present at the OGMS to sign, in the name of the Company, the mandate contract concluded with the member of the Board of Directors elected according to item 15 on the OGMS agenda.

 

The voting documents for the EGMS – available since 27 March 2026:

The support documents for the agenda of EGMS

Items 1-17 on the agenda of the EGMS, related to the amendments to the Articles of Association – documents published on 6 March 2026

Note for items 18-19 on the EGMS agenda, related to Bond issuance program by Societatea Energetica Electrica S.A. (ELSA) up to an aggregated ceiling of EUR 1,000,000,000 (or the equivalent in other currencies), for the period 2026-2027 – available since 27 March 2026 (the items on the agenda are available in the convening notice)

Note for items 20-21 of the EGMS agenda, related to Secured / Unsecured loan agreement(s) in an amount of up to EUR 1,000,000,000 (or the equivalent in other currencies) entered into by Societatea Energetică Electrica S.A. (ELSA) as a “bridge” to the bonds to be issued by Societatea Energetică Electrica S.A.. – available since 27 March 2026 (the items on the agenda are available in the convening notice)

 

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