BoD Approval of SPO Prospectus

THE BOARD DECIDED:

1.   Approval of the prospectus and other necessary documents in connection with the increase of the share capital of the Company Societatea Energetica Electrica S.A. ("ELSA" or "Electrica") (Note no. 9900/9966/17.10.2019)

The BoD has decided the following:

1.   The approval of the execution and performance by, or for and on behalf of ELSA of the following documents in connection with the share capital increase of ELSA, through in-kind and in cash contribution with the maximum value of RON 6,049,830, from the value of RON 3,459,399,290 up to the maximum  value of RON 3,465,449,120, through the issue of a number of maximum 604,983 new nominative and dematerialized shares (the "New Shares"), at a nominal value of 10 RON/share (the "Share Capital Increase"):

1.1 the Simplified Prospectus prepared in connection with the Share Capital Increase (the "Simplified Prospectus"), for the purposes of its approval by the Financial Supervisory Authority, in the form attached to this note as Annex 1 (Form of the Simplified Prospectus).

Subsequent to the present approval of the Simplified Prospectus, the latter may be subject to certain amendments due to comments from ELSA's auditor, the FSA, the Depository of Global Depository Receipts having as support instrument ELSA's shares (i.e., the Bank of New York Mellon), due to clerical errors that may be identified (eg, factual or grammar errors and respectively, spelling errors) or to the occurrence of a new relevant event (such as legislative or regulatory changes having an impact on the activity etc.). Any such amendment will be brought to the attention of the BoD and, if it has a material character, will be subject to the BoD's approval.

and

1.2.            any other agreements, documents, statements, deeds, notices, certificates, powers of attorney, changes, amendments and any other similar agreements or understandings and any other documents which are necessary or useful to give effect to the Share Capital Increase, including their negotiation, as contemplated under the document mentioned at item 1.1 above and/or to perform the rights and obligations thereunder and/or to complete the perfection requirements and the required or advisable registrations with the relevant authorities from Romania;

the documents mentioned at items 1.1 and 1.2 above being herein referred to as the "Share Capital Increase Documents".

2.   The approval of the empowerment and appointment of each of Georgeta Corina Popescu, Mihai Darie and Anamaria Dana Acristini-Georgescu (the "Representatives"), individually and not jointly, the signature of any one of the Representatives being binding upon and mandatory for ELSA, to do the following acts and things in the name of and on behalf of ELSA, being further empowered to represent ELSA in relation to the investors, any private or public person, any notary public, bank and/or any other third party, including, without limitation for the purposes of:

2.1 signing and implementing each of the Share Capital Increase Documents; and;

2.2 carrying out all actions and formalities and executing any documents, necessary or useful for the purposes of implementing the resolutions passed hereunder and giving full effect to the matters decided herein.

The BoD hereby confirms that the Representatives named under item 2 above may (i) acting individually, sub-delegate any and all of their powers, as they may seem fit, to different persons or both to the same person within the issuer; or (ii) acting jointly, empower one or more persons to represent ELSA for the purposes of implementing the decision adopted hereby (including carrying out, for and on behalf, of ELSA, the powers under item 2 above).