REG - Soc EnergElectricaSA - 5 February 2025 EGMS Resolution

Societatea Energetica Electrica SAAnnouncement

05/02/2025 11:45

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RNS Number : 0426W  Societatea Energetica Electrica SA  05 February 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, the Romanian Capital Market Law no.
297/2004, FSA Regulation no. 5/2018, and the Bucharest Stock Exchange Code

Report date: 5 February 2025

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

Headquarters: 9 Grigore Alexandrescu Street, 1(st) 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 3,464,435,970

Regulated market where the issued securities are traded: Bucharest Stock
Exchange (BSE) and London Stock Exchange (LSE)

Significant events to be reported:

The resolution of the Extraordinary General Meeting of Shareholders of
Societatea Energetica Electrica S.A. ("Electrica" or the "Company") of 5
February 2025

Electrica hereby informs that, on 5 February 2025, the Extraordinary General
Meeting of Shareholders (EGMS) of Electrica took place at the Company's
headquarters in Bucharest, 9 Grigore Alexandrescu Str., District 1, postal
code 010621, "Radu Zane" conference room, starting at 12:00 o'clock (Romanian
time), respectively, being duly held in accordance with the legal and
statutory provisions upon the first calling.

The EGMS of Electrica was attended by the shareholders registered in the
shareholder's register kept by Depozitarul Central S.A. as of 8 January 2025,
set as reference date, in person or by representative, the quorum met being
88.5738% of the total voting rights, respectively of the share capital of the
Company.

The meeting was chaired by Mr. Adrian Lotrean, Member of the Board of
Directors of Electrica.

Within the EGMS, Electrica's shareholders approved all the items on the agenda
with legal and statutory majority, respectively:

1.   The mandate granted to the representative of ELSA, considering the
capacity of Electrica as a 60% shareholder in Crucea Power Park S.R.L. ("CPP")
to participate to the Shareholders' Meeting of CPP and to express a favorable
vote ("for") regarding the approval of the investment project undertaken by
CPP - Crucea Est wind farm "Construction of a wind farm, medium voltage
electrical network, park -electrical transformer station, underground 110 KV
line, land fencing, and connection to the National Energy System (SEN) (main
transformer station 110KV/400KV), connection to airline electrical network
400KVA, reinforcement works & Installation of battery electricity storage
capacity" - in Crucea and Pantelimon communes, Constanta County (Crucea Est
wind farm), with a total investment value of up to 253,000,000 EUR, excluding
VAT, and the approval of the initiation of the implementation of the
investment.

2.   The mandate of ELSA's Board of Directors to grant the participation and
voting mandate in the Shareholders' Meeting of CPP regarding the conclusion of
the EPC (Engineering, procurement and construction) contract, as well as any
other contracts necessary for the completion of the investment mentioned in
the previous item, within an investment value limit of up to 253,000,000 EUR
excluding VAT.

3.   Considering the capacity of Electrica as a 60% shareholder in Crucea
Power Park S.R.L. ("CPP"), the mandate of Electrica's representative to
participate in the Shareholders' Meeting of CPP and to express a favorable
vote ("for"), for the empowerment of the members of the Board of Directors of
CPP, individually, and not jointly, with the possibility of sub-delegating, in
order to fulfil the formalities imposed by the applicable legislation in order
to register and publish the Shareholders' Resolution of CPP, with the Trade
Register Office.

4.   The following:

4.1. the granting of a Shareholder Loan by Societatea Energetică Electrica SA
("ELSA") to Crucea Power Park SRL, in the amount of up to 253,000,000 EUR (the
equivalent in RON at the exchange rate of the National Bank of Romania on the
date of the loan agreement), for a period of up to 12 months, for the purpose
of financing the investment works needed for the construction and operation of
the "Crucea Est" wind farm - The Crucea Est Wind Farm Project;

4.2.             the mandate of ELSA's Board of Directors ("The
Company"), within the limits of the approved value ceilings, in the name and
on behalf of ELSA, to take to following actions:

a)    to represent it with full powers in front of Crucea Power Park SRL
and any third parties or affiliates in connection with the operation indicated
at item 1 above, as it was proposed;

b)    to negotiate and accept the contractual guarantee clauses, which
shall include, but will not limited to, the type, level of costs and fees,
types of costs/amounts covered by guarantees, the duration, obligations,
prohibitions and liabilities, cases of default, early repayment, right to have
dividends distributed/received;

c)     to negotiate and accept the type, form and conditions of
guarantees;

d)    to sign the documents regarding the credit contract, the
corresponding guarantee contracts, any other addendums to those, and also any
other documents in relation to such contracts;

e)     to fulfil any other legal activity that it considers necessary for
the above - mentioned purpose.

The Board of Directors will be able to sub-delegate to ELSA's executive
management the execution of all or certain operational activities in order to
implement the operations mentioned at item 4.1.

The above mandate, including the possibility of sub- delegation, is also
granted for any other amendments to the contracts-within the limits of the
value ceilings approved for the credit, and guarantees related to the
operation mentioned at item 4.1., including, but not limited to, the purpose,
type, use, modification of the contract duration, and/or established
guarantees.

5. The amendment of Article 5 para. (2) of the Articles of Association of
Societatea Energetică Electrica S.A., in order to update the main NACE code
and updating and completing the NACE codes related to the secondary activities
of the company as follows:

"(2) Main object of activity: 7020 - Business and management consulting
activities.

"(3) The company can also carry out the following secondary activities:

1813 - Pre-press and pre-media services;

3511 - Production of electricity from non-renewable sources;

3512 - Production of electricity from renewable sources

3515 - Trade of electricity;

3516 - Storage of electricity

4321 - Electrical installation;

4324 - Other construction installation;

4650 - Wholesale of information and communication equipment;

4618 - Activities of agents involved in the wholesale of other particular
products;

4619 - Activities of agents involved in non-specialised wholesale;

5812 - Publishing of newspapers;

5813 - Publishing of journals and periodicals;

5819 - Other publishing activities, except software publishing;

5829 - Other software publishing;

6110 - Wired, wireless, and satellite telecommunication activities;

6120 - Telecommunication reselling activities and intermediation service
activities for telecommunication;

6190 - Other telecommunications activities;

6210 - Computer programming activities;

6220 - Computer consultancy and computer facilities management activities;

6290 - Other information technology and computer service activities;

6310 - Computing infrastructure, data processing, hosting and related
activities;

6391 - Web search portal activities;

6392 - Other information service activities;

6492 - Other credit granting;

6811 - Buying and selling of own real estate;

6820 - Rental and operating of own or leased real estate;

6831 - Intermediation service activities for real estate activities;

6832 - Other real estate activities on a fee or contract basis

7010 - Activities of head offices;

7330 - Public relations and communication activities;

7112 - Engineering activities and related technical consultancy;

7120 - Technical testing and analysis;

7210 - Research and experimental development on natural sciences and
engineering;

7311 - Activities of advertising agencies;

7312 - Media representation;

7320 - Market research and public opinion polling;

7420 - Photographic activities;

7499 - All other professional, scientific and technical activities n.e.c;

7733 - Rental and leasing of office machinery, equipment and computers;

8110 - Combined facilities support activities;

8210 - Office administrative and support activities;

8220 - Activities of call centers;

8230 - Organisation of conventions and trade shows;

8292 - Packaging activities;

8299 - Other business support service activities n.e.c.;

8559 - Other education n.e.c.;

9111 - Library activities;

9112 - Archive activities;

9121 - Museum and collection activities;

9499 - Activities of other membership organisations n.e.c.;

9510 - Repair and maintenance of computers and communication equipment."

6. The empowering of the Chairperson of the Meeting to sign the Articles of
Association of Societatea Energetică Electrica S.A., updated according to the
resolution adopted in item 5.

7. The empowering of the Chairperson of the Meeting, the meeting secretary and
the technical secretary to sign together the EGMS resolution and to perform
individually, and not together, any act or formality required by law for the
registration of the EGMS resolution with the Trade Register Office attached to
the Bucharest Tribunal, as well as for the publication of the EGMS resolution
according to the law.

 

EGMS Chairman,

 

Member of the Board of Directors,

 

Adrian Lotrean

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