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RNS Number : 6449G Societatea Energetica Electrica SA 29 April 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: 29 April 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: 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 events to be reported:
The resolution of the Ordinary General Meeting of Shareholders of Societatea
Energetica Electrica S.A. ("Electrica" or the "Company") of 29 April 2025
Electrica hereby informs that, on 29 April 2025, the Ordinary General Meeting
of Shareholders (OGMS) 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 11:00 o'clock (Romanian time),
respectively, being duly held in accordance with the legal and statutory
provisions upon the first calling.
The OGMS of Electrica was attended by the shareholders registered in the
shareholder's register kept by Depozitarul Central S.A. as of 31 March 2025,
set as reference date, in person or by representative, the quorum met being
89,9442% of the total voting rights, respectively of the share capital of the
Company.
The meeting was chaired by Mr. Mihai Diaconu, Chair of the Board of Directors
of Electrica.
Within the OGMS, Electrica's shareholders approved all the items of the agenda
with the majority of the votes validly cast by the shareholders present or
represented, respectively:
1. Approval of the Separate Annual Financial Statements of Electrica at the
date and for the financial year ended 31 December 2024, prepared in accordance
with the Order of the Minister of Public Finance (OMFP) no. 2844/2016
approving the accounting regulations compliant with the International
Financial Reporting Standards, as subsequently amended, based on the
Directors' Report for the year 2024 and the Independent Auditor's Report on
the Separate Annual Financial Statements at the date and for the financial
year ended 31 December 2024.
2. Approval of the Consolidated Annual Financial Statements of Electrica at
the date and for the financial year ended 31 December 2024, prepared in
accordance with the Order of the Minister of Public Finance no. 2844/2016
approving the accounting regulations compliant with the International
Financial Reporting Standards, as subsequently amended, based on the
Directors' Report for the year 2024 and the Independent Auditor's Report on
the Consolidated Annual Financial Statements at the date and for the financial
year ended 31 December 2024. . The Directors' Report for the year 2024 also
includes the Sustainability Reporting prepared in accordance with the
requirements of Directive (EU) 2022/2464 on Corporate Sustainability Reporting
("CSRD") and delegated act no. 5303/2023 on the European Sustainability
Reporting Standards ("ESRS") which complement the CSRD Directive transposed
into national legislation by Order of the Ministry of Public Finance No.
85/2024 for the regulation of aspects related to sustainability reporting
("OMFP 85/2024") and the Independent Auditor's Report on sustainability
reporting as of and for the financial year ended on 31 December 2024.
3. Approval of the Consolidated Annual Financial Statements of Electrica at
the date and for the financial year ended 31 December 2024, prepared in
accordance with the International Financial Reporting Standards adopted by the
European Union, based on the Directors' Report for the year 2024 and the
Independent Auditor's Report on the Consolidated Annual Financial Statements
at the date and for the financial year ended 31 December 2024.
4. Approval of Electrica's Board of Directors proposal on the distribution
of the net profit for the financial year 2024, the approval of the total gross
dividend value and of the gross dividend per share as set out in the note to
the shareholders, and well as the approval of the date of payment of the
dividends for the year 2024 as being 27 June 2025.
The gross dividend per share = RON/share 0.1767
Destination Amount (RON)
Net profit for the financial year ended as of 31.12.2024(*) ) (a) 69,323,755
Legal reserves (5% from pre-tax profit) (b) 3,563,305
Net distributable profit after legal reserves appropriation (c) = (a) - (b) 65,760,450
Dividends to be distributed from other reserves (d) -
Dividends to be distributed to shareholders (e)=(c) + (d) 59,999,016
5. Approval of the discharge of liability of the members of Electrica's
Board of Directors for the financial year 2024.
6. Approval of the income and expenses budget of Electrica for financial
year 2025, at individual level.
7. Approval of the income and expenses budget of Electrica for financial
year 2025, at consolidated level.
8. Submission of the Remuneration Report for Directors and Executive
Managers of Electrica for 2024, to the consultative vote of the OGMS,
considering the provisions of art. 107 paragraph (6) of Law no. 24/2017 on
issuers of financial instruments and market operations, republished.
9. Establishment of the date of 4 June 2025 as registration date, the date
on which the identification of the shareholders affected by Electrica OGSM
will take place, including the right to dividends, in accordance with art. 87
of Law no. 24/2017 on issuers of financial instruments and market operations,
republished, as subsequently amended.
10. Establishment of the date of 3 June 2025 as
ex-date, the date on which financial instruments are traded without rights
deriving from Electrica OGMS.
11.
Empowerment of the Chair of the Meeting, of the secretary of the meeting and
of the technical secretary to jointly sign the OGMS resolution and to perform
individually and not jointly any act or formality required by law for the
registration of the OGMS resolution with the Trade Register Office of the
Bucharest Tribunal, as well as the publication of the OGMS resolution
according to the law.
Chair of the Board of Directors,
Mihai Diaconu
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