BoD Supplements the 29 April 2026 EGMS Agenda

Societatea Energetica Electrica SA

25 March 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, republished, on issuers of financial instruments and market operations, Regulation FSA no. 5/2018 on issuers of financial instruments and market operations, and the Bucharest Stock Exchange Code

Report date: 25 March 2026

Company name: Societatea Energetica Electrica S.A.

Headquarters: 9 Grigore Alexandrescu Street, 1st 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 RON 3,395,530,040

Regulated market where the issued securities are traded: Bucharest Stock Exchange (BSE), London Stock Exchange (LSE), Luxembourg Stock Exchange (LuxSE)

Significant events to be reported: The Board of Directors supplements the agenda of the EGMS of from 29 April 2026

Electrica informs its shareholders that, on 25 March 2026, Electrica's Board of Directors, through its decision no. 7/25.03.2026, supplements the convening notice dated 6 March 2026 of the Ordinary General Meeting of Shareholders (OGMS) and of the Extraordinary General Meeting of Shareholders (EGMS) of Electrica dated 29 April 2026, regarding the agenda of the EGMS (the agenda of the OGMS will remain unchanged) taking into consideration the identification, after the convening of the EGMS, of concrete expansion opportunities by obtaining concessions for the development of new energy generation activities, as well as a favorable opportunity on the financial-banking market, from the perspective of financing conditions (including in terms of costs and access to liquidity), and, additionally, the need to accelerate the implementation of the Company's investment program for the year 2026, in relation to the duration necessary for structuring and implementing a bond issuance program, as proposed for the approval of the EGMS of 29 April 2026 through the initial convening notice from 6 March 2026.

The EGMS agenda is supplemented with the following items:

1.   Approval of contracting by Societatea Energetică Electrica S.A. of one or more secured / unsecured loans in a total amount of up to EUR 1,000,000,000 (of a "bridge" type compared to the bonds to be issued by the Company), based on a credit agreement/credit agreements (generically referred to as the "Credit Agreement") concluded with one or more financial institutions (the "Financing Parties"), having a repayment term of up to maximum 24 months from the disbursement date of each relevant loan.

2.   Mandating the Board of Directors of ELSA to take, within the value limit indicated in the previous point, all measures, in the name and on behalf of ELSA, in order to initiate, conduct, and finalize all operations related to the execution of, and to make utilizations under, the Credit Agreement, including, without limitation to:

a)   negotiating, determining, and approving the terms and conditions of the Credit Agreement and related guarantees (if the case), including regarding the currency, interest rates, commissions, early repayment events, contractual limitations (including regarding the creation of guarantees, contracting of loans, or dividend distribution) or events of default, as well as the terms and conditions of any other agreement or document related to the financing (including any mandate letter, fee letter, or other documents designated as "finance documents" under the Credit Agreement);

b)   executing any of the documents provided in paragraph (a) above, as well as any other documents provided in or in connection with the Credit Agreement and related guarantees (if the case), including utilization requests, directors' certificates, compliance certificates, requests for waivers or consent from the Financing Parties, or requests regarding the extension of the loan maturity, of the related guarantees (if the case)as well as any addenda thereto;

c)   performing all necessary acts in connection with the execution, signing, and fulfillment of the obligations related to the Credit Agreement and related guarantees (if the case), including the engagement of consultants (legal or from other fields), specializing in similar transactions, as well as any other document necessary for carrying out any related formalities;

d)   To represent ELSA with full powers before the banks, financial institutions, affiliates and other parties;

e)   To negotiate, determine and approve the type, form and any terms and conditions of the guarantees, including the value and scope of any such guarantees (which may exceed the amount of the Credit Agreement) and

f)    executing any other acts or documents, even if not mentioned in this resolution, but which are necessary for the fulfillment of the above purposes in order to properly implement this resolution and to perform any other legal activity that it considers necessary for the aforementioned purpose.

The Board of Directors has the right to sub-delegate to the executive management of ELSA one or more of the activities and prerogatives forming the mandate above.

The above mandate, including the possibility of sub-delegation, is granted also for any other amendments to the Credit Agreement - within the limits of the value ceilings approved for credit, and for the related guarantees (if the case), including but not limited to the purpose, type, use, modification of the duration of Credit Agreement and of the related guarantees (if the case).

We remind our investors that 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 31 March 2026 (Reference Date) have the right to attend and cast their votes in the EGMS from 29 April 2026. The information materials related to the agenda of Electrica's EGMS shall be made available to the shareholders latest on 27 March 2026, in electronic format on the Company's website at www.electrica.ro, under the Investors > General Meeting of Shareholders > 2026 GMS > https://www.electrica.ro/en/investors/general-meetings-of-shareholders/2026-gms/general-meeting-of-shareholders-on-29-april-2026/  section and in hardcopy at Electrica's Registry Desk located at its headquarters.

Contact IR: [e-mail] ;  [phone]

CEO                                                                           

Alexandru-Aurelian Chirita                                      

 

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