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

Societatea Energetica Electrica SAAnnouncement

27/04/2016 18:15

RNS Number : 5784W
Electrica S.A.
27 April 2016
To:  Bucharest Stock Exchange (BVB)
Romanian Financial Supervisory Authority (ASF)
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: 27 April 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 of the Ordinary Meeting of Shareholders of Societatea de Distribuie i Furnizare a Energiei Electrice - "ELECTRICA" S.A. ("Electrica" or the "Company") no. 3, respectively no. 2, of 27 April 2016
Electrica hereby informs that on 27 April 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 Extraordinary General Meeting of Shareholders meeting was attended by the shareholders registered in the shareholder's register kept by the Central Depository on 3 April 2016, set as reference date, in person, by representative or through vote by correspondence, the quorum met being 61.14% of the total voting rights and 59.93% 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 items:
1. Financial statements of Filiala de Distribuie a Energiei Electrice "Electrica Distribuie Transilvania Nord" S.A. corresponding to the financial year 2015.
2. Financial statements of Filiala de Distribuie a Energiei Electrice "Electrica Distribuie Transilvania Sud" S.A. corresponding to the financial year 2015.
3. Financial statements of Filiala de Distribuie a Energiei Electrice "Electrica Distribuie Muntenia Nord" S.A. corresponding to the financial year 2015.
4. Financial statements of Electrica Furnizare S.A. corresponding to the financial year 2015. 
5. Financial statements of Filiala de ntreinere i Servicii Energetice "Electrica Serv" S.A. corresponding to the financial year 2015.
6. Financial statements of Servicii Energetice Oltenia S.A. corresponding to the financial year 2015. 
7. Financial statements of Servicii Energetice Muntenia S.A. corresponding to the financial year 2015.
8. Profit distribution corresponding to the financial year 2015, as well as the distribution of dividends to the shareholders of Filiala de Distribuie a Energiei Electrice "Electrica Distributie Transilvania Nord" S.A..
9. Profit distribution corresponding to the financial year 2015, as well as the distribution of dividends to the shareholders of Filiala de Distribuie a Energiei Electrice "Electrica Distributie Transilvania Sud" S.A.
10. Profit distribution corresponding to the financial year 2015, as well as the distribution of dividends to the shareholders of Filiala de Distribuie a Energiei Electrice "Electrica Distributie Muntenia Nord" S.A.
11. Profit distribution corresponding to the financial year 2015, as well as the distribution of dividends to the shareholders of Electrica Furnizare S.A.
12. Profit distribution corresponding to the financial year 2015, as well as the distribution of dividends to the shareholders of Filiala de ntreinere i Servicii Energetice "Electrica Serv" S.A
13. Carrying forward the accounting loss registered at December 31st 2015 by Servicii Energetice Oltenia SA
14. Carrying forward the accounting loss registered at December 31st 2015 by Servicii Energetice Muntenia SA
15. Amendment of the Company name from "Societatea de Distribuie i Furnizare a Energiei Electrice "Electrica" S.A." into "Societatea Energetic Electrica S.A.", and approval of the corresponding amendment of the Articles of Association, as follows:
(a) The title of the Articles of Association shall be amended and shall have the following content:
"ARTICLES OF ASSOCIATION of Societatea EnergeticElectrica S.A. (updated in accordance with the extraordinary general meeting of shareholders dated 27 April 2016)"
(b) The paragraph 1 of Article 1 (Name) of the Articles of Association shall be amended and shall have the following content:
"The company's name is Societatea EnergeticElectrica S.A., hereinafter referred to as "Electrica" or the "Company".
(c) The other provisions of the Articles of Association remain unchanged.
17. The Empowerment of the Chairman of the Board of Directors for the execution of the updated Articles of Association, containing the amendments mentioned at points 15 and 16.
19. Setting the date of 13 May 2016 as registration date, for the purposes of identifying the shareholders with respect to whom the effects of the resolution of the EGMS apply as per Art. 238 of Law No. 297/2004 on capital markets.
20. Empowerment of the Chairman 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 of the EGMS resolution and of the updated Articles of Association with the Commercial Registry Office of the Bucharest Tribunal, and the publication of the EGMS resolution in accordance with the law.
In adition, the Extraordinary General Meeting of Shareholders rejected the following items:
16. Amendment of the Articles of Association of Electrica, according to the Annex to this convening notice
18. The sale, during the year 2016, to each of the distribution subsidiaries of the Company (namely, Filiala de Distribuie a Energiei Electrice "Electrica Distribuie Transilvania Nord" - S.A., Filiala de Distribuie a Energiei Electrice "Electrica Transilvania Sud" - S.A. i Filiala de Distribuie a Energiei Electrice "Electrica Muntenia Nord" - S.A.) of the automatic meter reading system (AMR System) owned by the Company, in exchange for a price representing the inventory value minus the amounts already paid by such distributions subsidiaries of the Company, based on the services agreements for the use of AMR System, until the date of the conclusion of the sale-purchase agreements,, plus a 5% profit and the empowerment of the General Manager to negotiate and sign such sale-purchase agreements, with the observance of all applicable legal provisions, including those related to the compliance of the distribution subsidiaries with the public procurement legislation. 
The Ordinary General Meeting of Shareholders meeting was attended by the shareholders registered in the shareholder's register kept by the Central Depository on 3 April 2016, set as reference date, in person, by representative or through vote by correspondence, the quorum met being 61.13% of the total voting rights and 59.92% 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 Ordinary General Meeting of Shareholders, Electrica's shareholders approved the following items:
1. Annual report of the Board of Directors regarding Electrica's activity corresponding to the financial year 2015, at individual and consolidated levels.
2. Annual financial statements of Electrica corresponding to the financial year 2015.
3. Annual consolidated financial statements of Electrica corresponding to the financial year 2015. 
4. Profit distribution corresponding to the financial year 2015, as well as distribution of dividends to the shareholders of Electrica. 
5. Discharge of liability of the members of the Board of Directors for the financial year 2015. 
6. Re-appointment as Electrica's financial auditor of KPMG Audit SRL, a limited liability company incorporated and operating under the laws of Romania, headquartered in Bucharest, sector 1, 69-71 Bucuresti-Ploiesti Road, ground floor, room 02, Romania, registered with the Commercial Registry under number J40/4439/2000, sole registration code (CUI) RO12997279, with authorization No. 009, issued by the Romanian Chamber of Financial Auditors on 11 July 2011, as well as setting the term of the financial audit agreement of 2 years, respectively for the financial years 2016 and 2017.
7. Setting the date of 12 July 2016 as registration date, for the purposes of identifying the shareholders benefiting of dividends or of other rights and with respect to whom the effects of the resolution of the OGMS apply as per Art. 238 of Law No. 297/2004 on capital markets.
8. Setting the date of 11 July 2016 as ex-date from which the financial instruments are traded without the rights deriving from the OGMS.
9. Setting the date of 18 July 2016, as the date of payment of the dividends corresponding to the financial year 2015.
10. 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 with the Commercial Registry Office of the Bucharest Tribunal.
CEO
Iuliana ANDRONACHE

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