Societatea Energetica Electrica : Current report – Convening of the OGMS-EGMS on 26 October 2017 – 4 September 2017

Societatea Energetică 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

Report date: 4 September 2017

Company name: Societatea Energetică 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 (BSE), London Stock Exchange (LSE)

In compliance with the Companies Law no. 31/1990, Capital Market Law no. 297/2004, Law no. 24/2017 on issuers of financial instruments and market operations and CNVM Regulation no. 1/2006 on issuers and operations with securities, Societatea Energetică Electrica S.A. (Electrica or the Company) convenes the Ordinary General Meeting of Shareholders (OGMS) on 26 October 2017, 10:00 o'clock (Romanian time) and the Extraordinary General Meeting of Shareholders (EGMS) on 26 October 2017, 11:00 o'clock (Romanian time).

The information materials related to the agenda of the Electrica OGMS and EGMS shall be made available to the shareholders, in electronic format on the Company's website at www.electrica.ro, Investors -> The General Meeting of Shareholders section, and in hardcopy at the Registry Desk of the Company located at its headquarters, starting with 11 September 2017.

The Convening Notice of the OGMS and of the EGMS was approved in the Company's Board of Directors meeting dated 1 September 2017. The Convening Notice of the OGMS and of the EGMS will be published in the Official Gazette of Romania, Part IV, and in at least one national newspaper.

Tel: 0212085999, Fax: 0212085998 CIF: RO 13267221, J40/7425/2000

Capital social: 3.459.399.290 RON www.electrica.ro

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,

pursuant to the minutes of the meeting of the board of directors (the Board of Directors) of the Company dated 1 September 2017,

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),

the Company's Ordinary General Meeting of Shareholders (OGMS) and the Company's Extraordinary General Meeting of Shareholders(EGMS) on 26 October 2017, as 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.

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. 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.
5. 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.

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 of RON 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 of RON 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 şi 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:

5. the transfer to the Company of the shares referred to in item 1 on the agenda of the EGMS meeting;

6. 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.

8. 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.