19 August 2026 EGMS Statement

Societatea Energetica Electrica SA

19 August 2026

 

To:      Romanian Financial Supervisory Authority (FSA)

Bucharest Stock Exchange (BSE)

            London Stock Exchange (LSE)

Luxembourg Stock Exchange (LuxSE)

Current report in compliance with the Law 24/2017 on issuers of financial instruments and market operations, FSA Regulation no. 5/2018, and the Bucharest Stock Exchange Code

Report date: 19 August 2026

Company name: Societatea Energetica Electrica S.A. ("Electrica" or the "Company")

Headquarters: 9 Grigore Alexandrescu Street, 1^st District, Bucharest, Romania

Phone/fax no.: 004-021-2085035

Fiscal Code: RO 13267221

Trade Register registration number: J2000007425408

Subscribed and paid in share capital: RON 3,395,530,040

Regulated market where the issued securities are traded: Bucharest Stock Exchange (BSE: EL and EL30E), London Stock Exchange (LSE - ELSA and 51FL), Luxembourg Stock Exchange (LuxSE - XS3111004241)

Significant events to be reported: The resolution of Electrica's EGMS of 19 August 2026

Electrica hereby informs that, on 19 August 2026, the Extraordinary General Meeting of Shareholders (EGMS) of Electrica took place at the Company's headquarters in Bucharest, 9 Grigore Alexandrescu Str., District 1, postal code 010621, "Radu Zane" conference room, starting at 10:00 o'clock (Romanian time), upon the first calling. Shareholders also voted via the online voting platform platform https://electrica.voting.ro/. The platform is also accessible through the Electrica IR app, available on Android and iOS mobile devices.

The EGMS of Electrica was attended by shareholders registered in the shareholder's register kept by Depozitarul Central S.A. as of 23 July 2026, set as reference date, in person or by representative, the quorum met being 40,2050% of the total voting rights, respectively of the share capital of the Company.

The meeting was chaired by Mr. Mihai Diaconu, Chair of the Board of Directors of Electrica.

According to the Articles of Association in force, the quorum required to validate the EGMS meeting is at least 25% of the total number of voting rights, while the required quorum to debate and adopt resolutions regarding items 1-4 on the agenda is 55% of the total number of voting rights, pursuant to Art. 16 para. 3 lit. a). The total number of voting rights attached to the shares issued by the company is 339,553,004.

Regarding items 1-4 on the agenda, given that the attendance quorum is approximately 40.2050% of the total number of voting rights, in accordance with the provisions of the Articles of Association, valid resolutions cannot be debated or adopted regarding items 1-4 on the agenda. Consequently, shareholders are invited to attend the second call of the EGMS meeting on 20 August 2026, at 10:00 AM, as established in the Convening Notice.

Regarding items 5-9 on the agenda, it was established that the quorum requirement was met in accordance with the provisions of Electrica's Articles of Association and applicable legislation. Therefore, it was concluded that the EGMS can be dully held in accordance with the legal and statutory povisions and may validly adopt resolutions regarding the items on the agenda concerning these items.

Within the EGMS on 19 August 2026, Electrica's shareholders approved, with the majority of votes held by the shareholders present or validly represented at the meeting, the following:

5.     The centralization by ELSA of the existing credit facilities at the level of ELSA and Electrica's subsidiaries Electrica Furnizare ("EFSA"), Distribuție Energie Electrica Romania SA ("DEER") and FISE Electrica Serv SA ("FISE"), with the exception of certain non-cash facilities whose total value is to be determined during the centralization process, through the contracting by ELSA of one or more loans from one or more commercial banks / banking syndicate / international financial institutions, up to a total amount of RON 8.7 billion (each referred to as a "Credit Agreement" and together as the "Credit Agreements") and the set up of the related guarantees. When establishing the threshold, the loans as reflected in the Simplified Interim Consolidated Financial Statements as of and for the three-month period ended 31 March 2026, were taken into account.

6.     The approval of the empowerment of ELSA's Board of Directors to take all measures, in the name and on behalf of ELSA, in order to initiate, conduct, and finalize all operations related to the centralization at ELSA's level of the existing financing facilities of ELSA and of the subsidiaries, as indicated in item 5 above, including, but not limited to:

a)    to approve individual financing transactions (contracting loans - within the value thresholds indicated in item 5), to be contracted by ELSA within the credit centralization operation, including the object of these contracts and the loan structure;

b)    to approve the non-cash facilities subject to the exception mentioned in item 5 above;

c)     to represent the Company with full powers before banks, financial institutions, affiliates, and any third parties;

d)    to negotiate, establish, and approve the terms and conditions of the new Credit Agreements and of the non-cash credit facilities, and of their related guarantees, which will include, without limitation: currency, interest rates, commissions, costs, amounts covered by guarantees, duration of the Credit Agreements/non-cash facilities and related guarantees, obligations, early repayments, contractual limitations (including regarding the set-up of guarantees, contracting of loans, or receipt/distribution of dividends) or events of default, liability, reimbursement of legal advisory costs for the banks' benefit if applicable (legal opinion on the contract), as well as the terms and conditions of any other contract or document related to the financing (including any mandate letter, fee letter, or other documents designated as "finance documents" under the new Credit Agreements);

e)     to negotiate and accept the type, form, and conditions of the guarantees and to establish their value (which may exceed the value of the Credit Agreements or non-cash facilities, as the case may be);

f)     to sign the Credit Agreements, the guarantee agreements/related guarantees, to sign any of the documents provided under letter d) above, as well as any other documents provided in or in connection with the new Credit Agreements and related guarantees, including utilization requests, directors' certificates, compliance certificates, requests for waivers or consent from the financing Banks, or requests for the extension of the loan maturity, as well as any addenda thereto;

g)     to perform all necessary acts in connection with the conclusion, signing, and fulfillment of obligations under the new Credit Agreements/non-cash facilities, including contracting of consultants, legal or other areas, specialized in similar transactions, as well as any other necessary document for carrying out any related formalities; and

h)    to sign any other acts or documents, even if not mentioned in this resolution, but which are necessary to fulfill the above purposes for the proper implementation of the resolution, and to carry out any other legal activity it deems necessary for the aforementioned purpose.

The Board of Directors shall have the right to sub-delegate to the executive management of ELSA the activities and prerogatives constituting the above mandate.

The above mandate, including the possibility of sub-delegation, is also granted for any other amendments to the documents subject to the mandate under this item, within the approved loans threshold value, including but not limited to the purpose, type, utilization, duration etc.

7.     The empowerment of ELSA's Board of Directors to take, in compliance with the threshold mentioned in item 5, all measures in the name and on behalf of ELSA for the granting of loans by ELSA to the subsidiaries EFSA, DEER, and FISE and/or the establishment of alternative mechanisms for the transfer to the subsidiaries of the liabilities undertaken by ELSA following the centralization of loans, including, but not limited to:

a)    to approve individual intra-group loan transactions with EFSA, DEER, and FISE and/or the mechanisms for transferring to the subsidiaries the liabilities undertaken by ELSA following the centralization of loans at ELSA's level - within the threshold indicated in item 5 and the related guarantees (if applicable), including their value;

b)    to represent the it with full powers before banks, financial institutions, affiliates, and any third parties;

c)     to negotiate and accept the clauses of intra-group credit agreements/documents which will be concluded for the transfer of liabilities, of the guarantees (if applicable), which will include, without limitation: the type and level of costs and fees, types of costs/amounts covered by guarantees, duration of contracts and guarantees (if applicable), obligations, interdictions and liabilities, as well as the reimbursement of legal advisory costs for the benefit of the banks, if applicable (legal opinion on the contract), events of default, early repayment, and the right to distribute/receive dividends;

d)    to negotiate and accept the type, form, and conditions of the guarantees, if applicable;

e)     to sign the intra-group credit agreements/documents related to the transfer of liabilities undertaken by ELSA, the related guarantees (if applicable), any addenda thereto, as well as any other documents necessary in connection with these contracts/documents;

f)     to perform any other legal activity it deems necessary for the aforementioned purpose.

The Board of Directors shall have the right to sub-delegate to the executive management of ELSA the activities and prerogatives constituting the above mandate.

The above mandate, including the possibility of sub-delegation, is also granted for any other amendments to the intra-group credit agreements/documents related to the debt transfer from ELSA to the subsidiaries - within the approved value threshold under item 5 and the related guarantees (if applicable), including but not limited to the purpose, type, utilization, duration, etc.

8.     The empowerment of ELSA's Board of Directors to grant the mandate to ELSA's representative in the EGMS of the subsidiaries DEER, EFSA, and FISE, considering ELSA's capacity as majority shareholder of DEER, EFSA, and FISE, to cast the vote regarding:

a)    the loans which will be included in the loan centralization process from the subsidiaries to ELSA and, if applicable, also the existing guarantees, as well as the non-cash facilities exempted from centralization and the exempted value;

b)    the guaranteeing by the subsidiaries of the Credit Agreements to be concluded by ELSA within the credit centralization operation, if applicable, for guarantees whose approval competence lies with the subsidiary's EGMS;

c)     contracting intra-group loans between ELSA and the subsidiaries and/or other mechanisms for transferring to the subsidiaries the liabilities undertaken by ELSA following the credit centralization process and the creation of the related guarantees, for guarantees whose approval competence lies with the subsidiary's EGMS.

The above mandate is also granted for any other amendments to the operations and documents subject to the mandate under this item, including but not limited to the purpose, type, utilization, duration, etc.

9.     Empowerment of the Chairperson of the Meeting, of the secretary of the meeting and of 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 EGMS resolution with the Trade Register Office of the Bucharest Tribunal, as well as the publication of the EGMS resolution according to the law.

Contact IR:  [phone] ;  [e-mail]

Chair of the Board of Directors,      

Mihai Diaconu

Head of Investor Relations

Raluca Kasap

 

END