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: 23.09.2014

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), 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. 32 of September 22, 2014, as well as the change of the company's management.

Electrica hereby informs that on September 22, 2014, the Ordinary General Meeting of Electrica's Shareholders took place at Marshal Garden hotel in Bucharest, 50B Calea Dorobantilor, Sector 1, Panoramic Room, 5th floor, starting at 13.00 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 Central Depositary on 26 August 2014, set as reference date, in person, by representative or through vote by correspondence, the quorum of 72% of the total voting rights and 70.1789% of the Company's share capital

The meeting was chaired by Mr. Ioan Roșca, as member of the Board of Directors and as per the power of attorney granted through the resolution of the Company's Board of Directors No. 43 dated 22 September 2014.

The shareholders of Electrica have decided the following:

1. The acknowledgment of the Activity Reports of the non-executive directors for the first quarter and the first semester of 2014, respectively, and the approval of the degree of fulfilment of the objectives and performance criteria for the non-executive directors of the Company, for the first quarter and the first semester of 2014, respectively.

2. The election of the following members of the Board of Directors of the Company by applying the cumulative voting method: Mr. Victor Vlad Grigorescu, Mr. Victor Cionga, Mr. Cristian Bușu, Ms. Arielle Malard de Rothschild and Mr. Michael Adriaan Maria Boersma

3. The OGMS has acknowledged that this point from the agenda has remained without object due to the request submitted by the Romanian State represented by the Ministry of Economy acting through the Department for Energy, as shareholder holding more than 5% of Electrica's share capital, to supplement the initial agenda with point 2 above.

4. The setting of the term of the mandate of the members of the Board of Directors for a period of 4 years, as of the date of the Ordinary General Meeting of Shareholders.

5. The approval of the form of the Framework management agreement to be concluded by the Company with the members of the Board of Directors, as such form was proposed by European Bank for Reconstruction and Development.

6. The OGMS hereby approves setting the remuneration for the members of the Company's Board of Directors as follows:

° A fixed, gross fee of EUR 2,500 (two thousand five hundred euro) per month, for fulfilling the tasks set out in the Articles of Incorporation.

° A variable, gross fee of up to EUR 10,000 (ten thousand euro) per year, for fulfillment of the objectives to be set up by the Nominations and Remuneration Committee within three months from the signing of the Service Agreement by the Directors of the Board.

7. The OGMS approves the appointment of the representative of the Ministry of Economy - the Department for Energy in this OGMS to sign, on behalf of the shareholders, the management agreements with the members of the Board of Directors.

8. The setting of October 7, 2014 as the "Registration Date" for the purpose of identification of 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.

9. The empowering the President of the Board of Directors, the secretary of the meeting and the technical secretaries to sign the resolution of the Ordinary General Meeting of Shareholders, and to perform any act or formality required by law for its registration and publication in the Commercial Registry Office of the Bucharest Tribunal.

For accurate reporting, we hereby attach to this report the OGMS resolution No. 32 / 22.09.2014 of Electrica.

http://www.rns-pdf.londonstockexchange.com/rns/4310S_-2014-9-23.pdf 

Director General,

Ioan ROŞCA