29 April 2026 - AGM Statement

Societatea Energetica Electrica SA

29 April 2026

 

To:                              Bucharest Stock Exchange (BSE)

                                    London Stock Exchange (LSE)

Luxembourg Stock Exchange (LuxSE)

Romanian Financial Supervisory Authority (FSA)

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: 29 April 2026

Company name: Societatea Energetica Electrica S.A. (Electrica)

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) and London Stock Exchange (LSE), Luxembourg Stock Exchange (LuxSE)

Significant events to be reported:

The resolution of the Ordinary General Meeting of Shareholders of Societatea Energetica Electrica S.A. ("Electrica" or the "Company") of 29 April 2026

Electrica hereby informs that, on 29 April 2026, the Ordinary General Meeting of Shareholders (OGMS) 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), respectively, being duly held in accordance with the legal and statutory provisions upon the first calling.

The OGMS of Electrica was attended by the shareholders registered in the shareholder's register kept by Depozitarul Central S.A. as of 31 March 2026, set as reference date, in person or by representative, the quorum met being 92.6728% 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.

Within the OGMS, Electrica's shareholders approved all the items of the agenda with the majority of the votes validly cast by the shareholders present or represented, respectively:

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.

The gross dividend per share, with four decimals (rounded), is RON/share 0.2945.

Destination	Amount (RON)
Net profit for the financial year ended as of 31.12.2025*)     (a)	93,052,987
Legal reserves (5% from pre-tax profit) (b)	4,825,794
Net distributable profit after legal reserves appropriation (c) = (a) - (b)	88,227,193
Dividends to be distributed from other reserves (d)	11,771,167
Dividends to be distributed to shareholders (e)=(c) + (d)	99,998,360

6.   Establishment of the date of 3 June 2026 as registration date, the date on which the identification of the shareholders affected by Electrica OGMS 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.

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.

17. Empowerment of the Chair of the Meeting, of the secretary of the meeting and of 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 OGMS resolution with the Trade Register Office of the Bucharest Tribunal, as well as the publication of the OGMS resolution according to the law.

Under item 14 on the agenda, the OGMS took note of the limitation of shareholders' rights to dividends for the years 2020 and 2021, according to the Note made available to shareholders, in accordance with the law.

Under item 15 on the agenda, the OGMS elected Ms. Loredana Norica Chitu (CLICK for CV) as the new member of the Board of Directors of the Company 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.

Contact IR: [e-mail] , [phone]

Chair of the Board of Directors,

Mihai Diaconu

 

END