Compliance with BSE CG Code

To: Bucharest Stock Exchange

Romanian Financial Supervisory Authority

London Stock Exchange (LSE)

Current report in compliance with the Romanian Capital Market Law no. 297/2004, CNVM Regulation no. 1/2006, and the Bucharest Stock Exchange Code of Corporate Governance

Report date: January 8th 2016

Company name: Societatea 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:

Status of compliance with the new Bucharest Stock Exchange Corporate Governance Code as of 31 December 2015 

ELECTRICA SA ("Electrica" or "ELSA") adheres to and applies wilfully the provisions of the Corporate Governance Code issued by the Bucharest Stock Exchange ("BSE"), starting with 2014 financial year. Formally, Electrica adopted its Code of Corporate Governance ("CGC ELSA") in February 2015 and made it available to all stakeholders on its website.

This code of corporate governance embeds Electrica's general principles and conduct rules, which set forth and regulate the corporate values, the responsibilities, obligations and business conduct of the company.

The ELSA CGC comprises also ELSA's Articles of Association, the charters of the Board of Directors and those of its committees, and all these documents together contain the terms of reference and responsibilities of the administrative and executive management of the company.

Details about the Company's compliance with the principles and recommendations stipulated under the previous BSE code have been presented in the "Comply or Explain" statement included in the 2014 annual report.

Electrica has continuously developed and updated its corporate governance practices in order to meet requirements as well as to develop opportunities and increase competitiveness.

In September 2015 the BSE issued a new Corporate Governance Code ("the BSE Code"), which entered into force as of January 4th 2016. The provisions of the new Code are being carefully examined and Company's compliance therewith is being thoroughly assessed.

The status of Company's compliance with the new provisions of the BSE Code as of December 31st 2015 is presented in the Annex to this report. Electrica has been in full compliance with most of these requirements. The main reason why Electrica is noncompliant with some of the Code's provisions arises from the current situation of the Company. Further consideration will be applied with regards to these provisions and any subsequent progress made by the Company in achieving compliance will be reported to the capital market.

We would like to remind our investors the following corporate governance aspects in the case of Electrica SA:

On November 10th, 2015 the General Meeting of Shareholders approved the modification of Electrica's Articles of Association. Among the main changes are: the increase of the number of directors from 5 to 7, the modification of the structure of the Board of Directors, as well as the modification of the method of election of the directors.

On December 14th, 2015 the shareholders of Electrica have decided the nomination of the following members of the Board of Directors by applying the cumulative voting method: Ms. Arielle Malard de Rothschild; Mr. Cristian Bușu; Ms. Ioana Alina Drăgan; Ms. Corina Georgeta Popescu; Mr. Bogdan George Iliescu; Mr. Michael Adriaan Maria Boersma; Mr. Pedro Mielgo Alvarez.

The new Board of Directors will have the first meeting on January 13th 2016, when it will elect the Chairperson and will establish the committees, their componence and chairpersons. Electrica will communicate relevant information.

Annex: Status of compliance with the new Bucharest Stock Exchange Corporate Governance Code as of 31 December 2015http://www.rns-pdf.londonstockexchange.com/rns/3084L_-2016-1-8.pdf

General Manager

Ioan ROŞCA