REG - Electrica S.A. - AGM Statement <Origin Href="QuoteRef">ROEL.BX</Origin>

Societatea Energetica Electrica SAAnnouncement

01/04/2016 18:17

RNS Number : 8010T
Electrica S.A.
31 March 2016
To:  
Bucharest Stock Exchange
Romanian Financial Supervisory Authority
London Stock Exchange (LSE)
Current report in compliance with Art. 226 (1) of the Romanian Capital Market Law no. 297/2004, Art. 113 letter A of CNVM Regulation no. 1/2006, and the Bucharest Stock Exchange Code 
Report date: 31.03.2016
Company name: Societatea de Distribuie i 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: RON3,459,399,290
Regulated market where the issued securities are traded: Bucharest Stock Exchange (BVB) and London Stock Exchange (LSE)
Significant events to be reported: 
The resolutions of the Extraordinary Meeting of Shareholders and Ordinary Meeting of Shareholders of Societatea de Distribuie i Furnizare a Energiei Electrice - "ELECTRICA" S.A. ("Electrica" or the "Company") no. 1 of 31 March 2016. 
Electrica hereby informs that on 31 March 2016, the Extraordinary General Meeting of Shareholders and the Ordinary General Meeting of Shareholders took place at FISE Electrica Serv SA's headquarters in Bucharest, District 1, 1A tefan cel Mare Road, postal code 011736, Conference Room, starting at 10.00 o'clock and 13.00 o'clock, respectively (Romanian time), being duly held in accordance with the legal and statutory provisions upon the first calling.
The meeting was attended by the shareholders registered in the shareholder's register kept by the Central Depository on 3 March 2016, set as reference date, in person, by representative or through vote by correspondence, the quorum met being 61.05% of the total voting rights and 59.83% of the share capital of the Company.
The meeting was chaired by Mr. Cristian Buu, as Chairman of the Board of Directors of Electrica.
Within the Extraordinary General Meeting of Shareholders, Electrica's shareholders approved the following:
1. The appointment of the General Manager of Electrica as representative of Electrica in the General Meeting of Shareholders of the subsidiaries of Electrica, being thus empowered to participate in the General Meeting of Shareholders, to vote as indicated by the General Meeting of Shareholders or the Board of Directors of Electrica (as the case may be) and to sign any necessary documents regarding such participation, having the possibility to sub-delegate his powers.
2. The annual consolidated investment plan at the level of the Electrica group (CAPEX plan) corresponding to the fiscal year 2016. 
3. The income and expenses budget corresponding to the fiscal year 2016 of Filiala de Distribuie a Energiei Electrice "Electrica Distribuie Transilvania. Sud" - S.A.
4. The income and expenses budget corresponding to the fiscal year 2016 of Filiala de Distribuie a Energiei Electrice "Electrica Distribuie Transilvania Nord" - S.A. 
5. The income and expenses budget corresponding to the fiscal year 2016 of Filiala de Distribuie a Energiei Electrice "Electrica Distribuie MunteniaNord" - S.A. 
6. The income and expenses budget corresponding to the fiscal year 2016 of Electrica Furnizare S.A. 
7. The income and expenses budget corresponding to the fiscal year 2016 of Filiala de ntreinere i Servicii Energetice "Electrica Serv" S.A. 
9. The financial statements corresponding to the fiscal year 2014 of Servicii Energetice Muntenia S.A., based on the reports presented by the directors and the financial auditor. 
10. Setting the date of 15 April 2016 as registration date for the purpose of identifying the shareholders with respect to whom the effects of the resolution of the EGMS apply as per Article 238 of Law No. 297/2004 on capital markets. 
11. Empowerment of the President of the Board of Directors, the secretary of the meeting and the technical secretary, to jointly sign the EGMS resolution, and to perform individually and not jointly any act or formality required by law for its registration and publication in the Commercial Registry Office of the Bucharest Tribunal.
Regarding item 8 of the Extraordinary General Meeting of Shareholders agenda, respectively the approval of the initiation of the share capital increase operation of Electrica S.A. by contribution in kind with the value of three plots of land (15,614.06 sqm) and of the appointment by the Commercial Registry Office of the Bucharest Tribunal of an authorized evaluator to evaluate said plots of land, the met quorum was 59.84% of the subscribed share capital of the Company, thus not meeting the 85.0% quorum threshold required by the Romanian capital markets law no. 297/2004 art. 240(2). 
After the Extraordinary General Meeting of Shareholders, Electrica's management presented the economic argumentation supporting its offer in the negotiations with Fondul Proprietatea (FP) on the acquisition by Electrica of the minority participations held by FP in the following subsidiaries: FDEE Electrica Distribuie Muntenia Nord S.A., FDEE Electrica Distribuie Transilvania Sud S.A., FDEE Electrica Distribuie Transilvania Nord S.A. and Electrica Furnizare S.A. 
Within the Ordinary General Meeting of Shareholders, Electrica's shareholders approved the following:
1. The income and expenses budget of Electrica corresponding to the fiscal year 2016 - at individual and consolidated levels.
2. The remuneration policy of the members of the Board of Directors of Electrica, applicable for the entire term of their mandate.
3. The framework management agreement to be concluded by Electrica with the members of the Board of Directors elected by the ordinary general meeting of shareholders dated 14 December 2015. 
4. Empowerment of the representative of the Energy Ministry, present in the Ordinary General Meeting of Shareholders, to sign, in the name of the shareholders, the framework management agreements with the members of the Board of Directors. 
5. Setting the date of 15 April 2016 for the purpose of identifying the shareholders with respect to whom the effects of the resolution of the OGMS apply as per Article 238 of Law No. 297/2004 on capital markets. 
6. Empowerment of the President of the Board of Directors, the secretary of the meeting and the technical secretary to jointly sign the OGMS resolution, and to perform individually and not jointly any act or formality required by law for its registration and publication in the Commercial Registry Office of the Bucharest Tribunal.
General Manager
Iuliana ANDRONACHE

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