REG - Soc EnergElectricaSA - Gender Balance Report

Societatea Energetica Electrica SAAnnouncement

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RNS Number : 7893Q  Societatea Energetica Electrica SA  11 July 2025

To:                              Bucharest Stock
Exchange (BSE)

                                    London
Stock Exchange (LSE)

Romanian Financial Supervisory Authority (FSA)

Current report in compliance with the Law 24/2017 on issuers of financial
instruments and market operations (republished) and FSA Regulation no. 5/2018
on issuers of financial instruments and market operations

Report date: 11 July 2025

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

Headquarters: 9 Grigore Alexandrescu Street, 1(st) District, Bucharest,
Romania

Phone 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)

 

Significant event to be reported: Annual Disclosure on Gender Balance in
Management Structures, in accordance with Art. 109^6 of Law No. 24/2017

We hereby inform you of the following regarding the composition of the Board
of Directors ("BoD") of Societatea Energetica Electrica S.A. ("Electrica") as
of 30 June 2025, in accordance with Chapter V¹ of Law No. 24/2017:

Electrica is managed under a unitary system. The Board of Directors of
Electrica S.A. consists of 7 members, all non-executive, as follows:

·      Mr. Mihai Diaconu - Chair, Non-executive Director

·      Mr. Dragoș Valentin Neacșu - Independent Non-executive Director

·      Mr. Adrian-Florin Lotrean - Independent Non-executive Director

·      Mr. Ion Cosmin Petrescu - Non-executive Director

·      Ms. Georgiana Bogașievici - Non-executive Director

·      Mr. Cristian Mocanu - Independent Non-executive Director

·      Mr. Mihnea Crăciun - Interim Independent Non-executive Director

The current mandate of the members of Electrica's BoD began on 26 January
2024 and will expire on 26 January 2028, with the following exceptions:

·      The current mandate of Mr. Mihai Diaconu began on 5 February
2025 and will expire on 26 January 2028.

·      The mandate of Mr. Mihnea Crăciun began on 1 May 2025 and
will expire at the date of the next Ordinary General Meeting of Shareholders
(OGMS), or no later than 30 April 2026.

 

More details about the Board of Directors of Electrica S.A. are available
here: Board of Directors - Electrica
(https://www.electrica.ro/en/the-group/about/board-of-directors/) .

 

Considering the above, currently, Electrica's BoD consists of 7
non-executive directors, of which 6 are male and 1 is female. The
underrepresented gender among non-executive directors (the female one)
represents 14%. At the Electrica Group level, the underrepresented gender
across all Boards of Directors of the Group's companies is male, accounting
for 46.88%.

Electrica is the parent company of the Electrica Group, with subsidiaries
owned 99.99%-100%. Below is the composition of the Boards of Directors of
Electrica's subsidiaries. All members are non-executive.

The BoD of the distribution subsidiary, Distributie Energie Electrica Romania
SA (DEER), consists of 5 members - 4 female, 1 male. Details here:
https://www.distributie-energie.ro/despre-noi/
(https://www.distributie-energie.ro/despre-noi/)

The BoD of the supply subsidiary, Electrica Furnizare SA (EFSA), consists
of 5 members - 2 female, 3 male. Details here:
https://www.electricafurnizare.ro/cms/despre-noi/management-electrica-furnizare-sa/
(https://www.electricafurnizare.ro/cms/despre-noi/management-electrica-furnizare-sa/)
.

The BoD of the energy services subsidiary, FISE Electrica Serv (SERV) consists
of 3 members - 1 female, 2 male. Details here:
https://www.electricaserv.ro/consiliu-de-administratie/
(https://www.electricaserv.ro/consiliu-de-administratie/) .

Electrica also owns 100% of the shares of the following renewable energy
project companies: Crucea Park SRL, New Trend Energy SRL, Sunwind Energy SRL
and Foton Power Energy SRL. Each of their Boards of Directors consists of 3
members comprising 2 female members and 1 male member, except for the company
Foton Power Energy SRL, whose Board of Directors is composed entirely of
female members.

Electrica Group is firmly committed to promoting equal opportunities, respect
for diversity and active inclusion across all organizational structures. In
January 2022, the Group signed the Diversity Charter, a pan-European platform
for collaboration, debate and best practice exchange on diversity
management: https://www.cartadiversitatii.ro/
(https://www.cartadiversitatii.ro/) .

Electrica's corporate policies and documents clearly reflect its direction
toward a mixed and balanced Board composition in terms of gender, age,
ethnicity, as well as professional experience, aimed to ensure diversity of
expertise and perspectives at the Board level.

According to the principles set out in Electrica's Corporate Governance Code
(which can be accessed here: Corporate Governance - Electrica
(https://www.electrica.ro/en/investors/corporate-governance/) ) andtaking into
account the Corporate Governance Code adopted by the Bucharest Stock Exchange
in force at the approval date, the Nomination and Remuneration Committee of
the Board of Directors has developed, since November 2015, the Board Profile
and Evaluation Policy
(https://www.electrica.ro/wp-content/uploads/2015/10/ELSA_RO_EN_BoD_Profile_Nov20151.pdf)
. These recommendations have always been made available to the shareholders
for OGMS meetings haveng on the agenda board members elections.

In order to comply with the requirements of Article 109^5 of Law No. 24/2017
and to strengthen gender balance, Electrica will update, within the legal
deadlines, its existing policies and the profile of the Board of Directors.
The company will ensure that the selection process for members of the
management bodies is appropriate, neutral, and non-discriminatory, thereby
providing the Ordinary General Meeting of Shareholders with clear criteria and
recommendations regarding the selection and promotion of gender balance.

 

 

Chief Executive Officer
 

Alexandru Chirita

 

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