Societatea Comerciala de Dstrbt si FaEEE : Current report – status of compliance with the new Bucharest Stock Exchange Corporate Governance Code as of 31 December 2015 – 8 January 2016

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9Grigore Alexandrescu Street,I stDistrict 010621,Bucharest, Romania

Phone: [phone], Fax:[phone] Fiscal Code: RO 13267221,J40/7425/2000

Share capital: 3,459,399,290 RONwww.electrica.ro

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Cetectrica

To: Bucharest Stock Exchange

Romania n Financial SupervisoryAuthority London Stock Exchange(LSE)

Currentreportin compliance withthe RomanianCapital Market Law no.297/2004, CNVMRegulation no. 1/2006,and theBucharestStockExchangeCode of Corporate Governance

Report date:January 81h2016

Company name:Societatea de Distribup.e iFurnizare a Energiei Electrice - "ELECTRICA"S.A.

Headquarters:9 GrigoreAlexand rescuStreet,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: RON3,459,399,290

Regulated market where the issued securities are traded:Bucharest Stock Exchange (BVB) andLondon Stock Exchange (LSE)

Significant events tobe reported :

Status ofcompliance with the new BucharestStock Exchange Corporate GovernanceCode as of31December2015

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

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

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

Details about the Company'scompliancewith the principles and recommendations stipulatedunder the previous BSE codehave been presented in the ,,Complyor Explain" statement included in the 2014 annual report.

Electrica has continuously developed and updated its corporate governance practices in order to meet requirements as wellas 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.

9 Grigore Alexandrescu Street, I st District

010621, Bucharest, Romania

Phone: [phone],Fax: [phone]

Fiscal Code: RO 13267221, J40/7425/2000

Share capital: 3,459,399,290RON www.electrica.ro

Celectric.a....

The status of Company's compliance with the new provisions of the BSE Code as of December 31st2015 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 Buu; Ms. Joana Alina Dragan; 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 13th2016, when it will elect the Chairperson and will establish the committees, their componence and chairpersons. Electrica will communicate relevant information.

Annex:Statusofcompliance withthe newBucharest Stock Exchange Corporate Governance Codeas of 31 December2015

General Manager

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No.	Provisions of BSE Corporate Governance Code	Compliance YES / NO / PARTIALLY	Reason for non-compliance	Additional information
Section A	Responsibilities
A.1.	All companies should have internal regulation of the Board which includes terms of reference/ responsibilities for Board and key management functions of the company, applying, among others, the General Principles of this Section.	YES	ELSA CGC, adopted in February 2015 and published on the company's website, includes the Articles of Association of ELSA, the Charter of the BoD and of its committees. All the above mentioned documents encompass the terms of reference/the BoD's responsibilities, as well as those of the company's key management.
A.2.	Provisions for the management of conflict of interest should be included in Board regulation.	YES	Such provisions are mentioned in ELSA's CGC, in the Articles of Association, in the Code of Ethics, as well as in the Charter of the Strategy, Restructuring and Corporate Governance committee.
A.3.	The Supervisory Board should have at least five members.	YES	ELSA's BoD comprises 7 members since 14 December 2015.

No.	Provisions of BSE Corporate Governance Code	Compliance YES / NO / PARTIALLY	Reason for non-compliance	Additional information
A.4.	The majority of the members of the Board of Directors should be non-executive. At least one member of the Board of Directors or Supervisory Board should be independent, in the case of Standard Tier companies. Not less than two non-executive members of the Board of Directors or Supervisory Board should be independent, in the case of Premium Tier Companies. Each member of the Board of Directors or Supervisory Board, as the case may be, should submit a declaration that he/she is independent at the moment of his/her nomination for election or re-election as well as when any change in his/her status arises, by demonstrating the ground on which he/she is considered independent in character and judgement in practice and according to the following criteria: Not to be the CEO/executive officer of the company or of a company controlled by it and not have been in such position for the previous 5 years; Not to be an employee of the company or of a company controlled by it and not have been in such position for the previous five (5) years; Not to receive and not have received additional remuneration or other advantages from the company or from a company controlled by it, apart from those corresponding to the quality of non-executive director; Is not or has not been an employee of, or has not or had not any contractual relationship, during the previous year, with a significant shareholder of the company, controlling more than 10% of voting rights or with a company controlled by it; Not to have and not have had during the previous year a business or professional relationship with the company or with a company controlled by Not to be and not have been in the last three years the external or internal auditor or a partner or salaried associate of the current external financial or internal auditor of the company or a company controlled by it; Not to be a CEO/executive officer in another company where another CEO/executive officer of the company is a non-executive director; Not to have been a non-executive director of the company for more than twelve years; it, either directly or as a customer, partner, shareholder, member of the Board/ Director, CEO/executive officer or employee of a company having such a relationship if, by its substantial character, this relationship could affect his/her objectivity;	YES	All the members of ELSA's BoD are non- executive. Four out of seven are independent members. All the independent members submitted a declaration of independence, when they were nominated as candidates by the shareholders. The declaration was made in accordance with the criteria included in the company's Articles of Association, which are similar with those detailed by the Code.
A.5.	A Board member's other relatively permanent professional commitments and engagements, including executive and non- executive Board positions in companies and not-for-profit institutions, should be disclosed to shareholders and to potential investors before appointment and during his/her mandate.	YES	The professional biography of each Board member is published on ELSA's website in the IR>AGA section.