REG - Soc EnergElectricaSA - EGMS Statement from 29 April 2025

Societatea Energetica Electrica SAAnnouncement

Tue 11:45

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RNS Number : 6452G  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 Extraordinary 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 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 10:00 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 31 March 2025,
set as reference date, in person or by representative, the quorum met being
89,9498% 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 EGMS, Electrica's shareholders approved all the items on the agenda
with legal and statutory majority, respectively:

1.   Empowerment of Electrica's representative, considering Electrica as
Electrica Furnizare S.A. (EFSA)'s shareholder, to participate in EFSA EGMS and
to express a favorable vote ("for") regarding the approval of the extension of
the empowerment of EFSA Board of Directors to undertake all measures in the
name and on behalf of EFSA, in order to modify the banking contracts,
financing contracts and/or guarantee contracts/guarantees related to credit
contracts concluded within the ceiling approved in item 1 of the EFSA EGMS
resolution no. 5/14.06.2022 for the year 2022, including, but not limited to
the purpose, type, use, modification of the credits validity and the
guarantees established. The mandate granted to the EFSA Board of Directors
above includes, without being limited to the following:

a)    to approve the individual guarantee transactions related to
contracted financing within the limits of the ceilings approved by EFSA EGMS
resolution no. 5/14.06.2022 for the year 2022;

b)    to represent it with full powers before banks, financial
institutions, affiliates and any third parties;

c)     to negotiate and accept the clauses of the additional acts, which
will include, but are not limited to the level of costs and commissions as
well as the reimbursement of costs with legal advice for the benefit of the
banks, if applicable (legal opinion on the contract), cases of fault, early
repayment, the right to distribute / receive dividends;

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

e)     to sign the additional acts to the credit agreements, the related
guarantee contracts / the related guarantee, any other addendums, as well as
any other necessary documents in connection with these contracts / documents;

f)     to carry out any other legal activity that it will consider
necessary for the above-mentioned purpose.

 

The EFSA Board of Directors may delegate to the executive management of EFSA
the undertaking of certain or of all the operational activities (except those
indicated in letter a)) in order to fulfil this mandate.

 

2.   Extension of the mandate of the Electrica's Board of Directors of
Electrica to undertake all measures in the name and on behalf of on behalf of
and for Electrica, in order to amend the guarantee contracts/guarantees
related to the credit contracts concluded by EFSA within the ceiling approved
by EFSA EGMS resolution no. 5/14.06.2022 for the year 2022, including but not
limited to the purpose, type, use, modification of the duration of the
constituted guarantees. The mandate granted to the ELSA Board of Director
includes, but is not limited to, the following:

a)    to approve the individual guarantee transactions related to the
financing contracted within the ceilings approved by ELSA EGMS resolution no.
3/09.06.2022 for the year 2022;

b)    to represent it with full powers before banks, financial
institutions, affiliates and any third parties;

c)     to negotiate and accept the contractual guarantees' clauses, which
will include, without limitation, the level of costs and commissions, type of
costs/amounts covered by the guarantees, duration of the guarantees,
obligations, interdictions and liability of the guarantor as well as the
reimbursement of costs with legal advice for the benefit of banks, if
applicable (legal opinion on the contract), cases of fault, early repayment,
the right to distribute / receive dividends;

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

e)     to sign the related guarantee contracts/the related guarantee, any
other addendums, as well as any other necessary documents in connection with
these contracts/documents;

f)     to carry out any other legal activity that it will consider
necessary for the above-mentioned purpose.

The Electrica's Board of Directors may delegate to the executive management of
Electrica the undertaking of certain or all of the operational activities
(except those indicated in letter a)) in order to fulfill the mandate granted.

3.   Empowerment of the Chairman of the Meeting, of the secretary of the
meeting and of the technical secretary to jointly sign the EGMS resolution and
to perform individually and not jointly any act or formality required by law
for the registration of the EGMS resolution with the Trade Register Office of
the Bucharest Tribunal, as well as the publication of the EGMS resolution
according to the law.

 

Chair of the meeting,

Chair of the Board of Directors

Mihai Diaconu

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