Electrica Regs Regulatory News (ELSA)

To: Bucharest Stock Exchange

Romanian Supervisory Authority

London Stock Exchange (LSE)

Current report in compliance with Art. 226 (1) of the Romanian Capital Market Law no. 297/2004, Art. 113 letter A of CNVM Regulation no. 1/2006, and Art. 99 of the Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments

Report date: 19.12.2014

Company name: Societatea Comercială de Distribuţie şi Furnizare a Energiei Electrice - "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 (BVB) and London Stock Exchange (LSE)

Significant events to be reported:

The resolution of the Ordinary General Meeting of Shareholders of Societatea Comercială de Distribuţie şi Furnizare a Energiei Electrice - "ELECTRICA" S.A. ("Electrica" or the "Company") No. 33 of 18 December 2014, and the resolution of the Extraordinary General Meeting of Electrica No. 11 of 18 December 2014

Electrica hereby informs that on 18 December 2014, the Ordinary General Meeting of Electrica's Shareholders took place at SC FISE Electrica Serv SA's headquarters in Bucharest, sector 1, 1A Ştefan cel Mare Road, postal code 011736, the Conference Room, starting at 14.00 o'clock (Romanian time), being dully held in accordance with the legal and statutory provision upon the first calling.

The meeting was attended by the shareholders registered in the shareholders' register kept by the Central Depositary on 21 November 2014, set as reference date, in person, by representative or through vote by correspondence, the quorum met being of 66.090556213% of the total voting rights and 64.774133662% of the share capital of the Company.

The meeting was chaired by Mr. Victor Cionga, as chairman of the Board of Directors of Electrica.

Within the Ordinary General Meeting of Shareholders, Electrica's shareholders have decided the following:

1. Appointing, as financial auditor of the Company, KPMG Audit SRL, a limited liability company incorporated and operating under the laws of Romania, headquartered in Bucharest, sector 1, 69-71 Bucuresti-Ploiesti Road, ground floor, room 02, Romania, registered with the Commercial Registry under number J40/4439/2000, sole registration code (CUI) RO12997279, with authorizationNo. 009, issued by the Romanian Chamber of Financial Auditors on 11 July 2011.

2. Setting the term of the financial audit agreement of KPMG Audit SRL for a period of two years as of the date the decision mentioned in point (2) above is approved.

3. Setting the registration date as 8 January 2014 for the purpose of identifying the shareholders with respect to whom the effects of the resolution of the OGMS apply as per Article 238 of Law No. 297/2004 on capital markets.

4. Empowering 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 its registration and publication in the Commercial Registry Office of the Bucharest Tribunal.

Also, the Company's consolidated income and expenses budget for the financial year 2014 has been rejected within the Ordinary General Meeting of Shareholders.

Also, Electrica hereby informs that on 18 December 2014, the Extraordinary General Meeting of Electrica's Shareholders took place at SC FISE Electrica Serv SA's headquarters in Bucharest, sector 1, 1A Ştefan cel Mare Road, postal code 011736, the Conference Room, starting at 16.00 o'clock (Romanian time), being dully held in accordance with the legal and statutory provision upon the first calling. 

The meeting was attended by the shareholders registered in the shareholders' register kept by the Central Depositary on 21 November 2014, set as reference date, in person, by representative or through vote by correspondence, the quorum met being of 66.089081501% of the total voting rights and 64.772688324% of the share capital of the Company.

The meeting was chaired by Mr. Victor Cionga, as chairman of the Board of Directors of Electrica.

Within the Extraordinary General Meeting of Shareholders, Electrica's shareholders have decided the following:

1. Changing the name of the Company from "Societatea Comercială de Distribuţie şi Furnizare a Energiei Electrice Electrica S.A." to "Societatea de Distribuţie şi Furnizare a Energiei Electrice Electrica S.A." by removing from the Company's name of the term "Comercială", as per Art.79 of law No. 76/2012 for the implementation of law No. 134/2010 on the Code of Civil Procedure.

2. Approving the amendment of the Company's Articles of Association following the approval of the decision mentioned in point 1 above on the name change, as follows:

Art. 1, para. 1 (Name) is amended as follows:

"The company's name is Societatea de Distributie si Furnizare a Energiei Electrice Electrica S.A., hereinafter referred to as "Electrica" or the "Company"."

3. Approving the share capital increase of the Company's subsidiaries, in accordance with the provisions of Government Ordinance No. 31/2004 on certain measures for conducting the privatization of Societatea Comercială de Distribuţie a Gazelor Naturale "Distrigaz Sud" - S.A. Bucureşti, and Societatea Comercială de Distribuţie a Gazelor Naturale "Distrigaz Nord" - S.A. Târgu Mureş, as well as of the companies' subsidiaries for the distribution and supply of electricity, as follows:

(a) increase of the share capital of SC FDEE Electrica Distribuţie Transilvania Nord SA, by contribution in kind, with the fair value of 5 plots of land for which the Company holds certificates of ownership (CADPs) and which are managed/used by the respective subsidiary, in the amount of RON 403,510, by issuing a number of 40,351 shares with a nominal value of RON 10 to be attributed to the Company;

(b) increase of the share capital of SC FDEE Electrica Distribuţie Transilvania Sud SA, by contribution in kind, with the fair value of 11 plots of land for which the Company holds certificates of ownership (CADPs) and which are managed/used by the respective subsidiary, in the amount of RON 19,393,160, by issuing a number of 1,939,316 shares with a nominal value of RON 10 to be attributed to the Company;

(c) increase of the share capital of SC FDEE Electrica Distribuţie Muntenia Nord SA, by contribution in kind, with the fair value of 4 plots of land for which the Company holds certificates of ownership (CADPs) and which are managed/used by the respective subsidiary, in the amount of RON 1,476,360, by issuing a number of 147,636 shares with a nominal value of RON 10 to be attributed to the Company;

(d) increase of the share capital of SC Electrica Furnizare SA, by contribution in kind, with the fair value of 2 plots of land for which the Company holds certificates of ownership (CADPs) and which are managed/used by the respective subsidiary, in the amount of RON 679,500, by issuing a number of 67,950 shares with a nominal value of RON 10 to be attributed to the Company;

(e) increase of the share capital of SC FISE Electrica Serv SA, by contribution in kind, with the fair value of 9 plots of land for which the Company holds certificates of ownership (CADPs) and which are managed/used by the respective subsidiary, in the amount of RON 3,458,910, by issuing a number of 345,981 shares with a nominal value of RON 10 to be attributed to the Company.

4. Empowering the Company's Board of Directors to appoint the representative of the Company who will attend and vote in the general meetings of SC FDEE Electrica Distribuţie Transilvania Nord SA, SC FDEE Electrica Distribuţie Transilvania Sud SA, SC FDEE Electrica Distribuţie Muntenia Nord SA, SC Electrica Furnizare SA, SC FISE Electrica Serv SA, as follows:

· increasing the share capital by contribution in kind of each such subsidiary in accordance with the provisions of point 4 above;

· amending the statutes of each such subsidiary in accordance with the provisions of point 4 above, so as to reflect the share capital increase by contribution in kind which was carried out;

· appointing the general manager of each such subsidiary to sign the updated statute of each such subsidiary reflecting the share capital increase by contribution in kind which was carried out;

· empowering the general manager of each such subsidiary to fulfil all formalities for the registration with the Commercial Registry Office of the updated statute and the decision taken in this regard.

5. Setting the registration date as 8 January 2014 for the purpose of identifying the shareholders with respect to whom the effects of the resolution of the EGMS apply as per Article 238 of Law No. 297/2004 on capital markets;

6. Empowering the President of the Board of Directors, the secretary of the meeting and the technical secretary to jointly sign the EGMS resolution, and to perform individually and not jointly any act or formality required by law for its registration and publication in the Commercial Registry Office of the Bucharest Tribunal.

Also, the following have been rejected within the Extraordinary General Meeting of Shareholders:

1. The annual investment plan consolidated at the Company's group level (CAPEX plan) for the financial year 2014.

2. The income and expenses budget for the financial year 2014 of the Company's subsidiaries as per the Company's Articles of Association, namely, (i) SC FDEE Electrica Distribuţie Transilvania Nord SA, (ii) SC FDEE Electrica Distribuţie Transilvania Sud SA, (iii) SC FDEE Electrica Distribuţie Muntenia Nord SA, (iv) SC Electrica Furnizare SA, (v) SC FISE Electrica Serv SA and empowering the Company's Board of Directors to appoint the representative of the Company to attend and vote the respective decision in the general meetings of SC FDEE Electrica Distribuţie Transilvania Nord SA, SC FDEE Electrica Distribuţie Transilvania Sud SA, SC FDEE Electrica Distribuţie Muntenia Nord SA, SC Electrica Furnizare SA, SC FISE Electrica Serv SA.

General Manager

Ioan Roşca