REG - Soc EnergElectricaSA - 20 December 2023 EGMS Resolution

Societatea Energetica Electrica SAAnnouncement

20/12/2023 10:45

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RNS Number : 4764X  Societatea Energetica Electrica SA  20 December 2023

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: 20 December 2023

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 20
December 2023

Electrica hereby informs that, on 20 December 2023, 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 11:30 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 21 November
2023, set as reference date, in person or by representative, the quorum met
being 77.6535% of the total voting rights and 76.1090% 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 took note of the following:

1.     Considering the capacity of Electrica of participating company in
the merger process and of shareholder/associate of the companies Electrica
Producție Energie SA ("EPE") and Green Energy Consultancy & Investments
SRL ("GECI"), regarding (i) the decision of Electrica's Board of directors
regarding the approval for expressing a favourable vote ("for") of ELSA in the
extraordinary general meeting of shareholders ("EGMS") of EPE and mandating
the representative of ELSA to participate and vote in the EGMS of EPE, and
mandating the representative of ELSA to adopt and sign the Resolution of the
Sole Shareholder of GECI, and (ii)the decision of the Board of Directors of
EPE regarding the mandate of the representative of EPE to adopt and sign the
Resolution of the Sole Shareholder of EEV1 regarding the following aspects:

1.1.   The authenticated Draft Terms of Merger, submitted with the Trade
Register within the Bucharest Court of Law and published in the Official
Gazette, Part IV, ("Draft Terms of Merger"). The financial statements used for
determining the conditions of the merger, namely the financial statements
drafted as and for the period that ended on 30.09.2023, were audited by the
financial auditor in case of ELSA and accompanied by the censors' report in
case of EPE, GECI and EEV1. When the draft terms of merger were drawn up, the
events which occurred after this date and impacted the implementation of the
merger were taken into consideration;

1.2.   The process of merger by absorption, whereby ELSA, as the absorbing
company, will absorb EPE, GECI and EEV1, as the absorbed companies, according
to the provisions of art. 238 para. (1) let. a) of Law on Companies no.
31/1990 and according to the provisions of the Draft Terms of Merger, a
process which mainly involves the transfer of all the assets and liabilities
that belong to EPE, GECI and EEV1 to ELSA, followed by the dissolution without
winding up of EPE, GECI and EEV1. The merger will be carried out without
increasing the share capital of ELSA.

1.3.   The actual date of the Merger, as stipulated in the Draft Terms of
Merger, namely 31 December 2023 ("Effective Date");

1.4.   The implementation of the Merger, namely the transfer of all the
assets and liabilities that belong to the absorbed companies, EPE and GECI, to
the absorbing company, ELSA, according to the provisions of Law on Companies
no. 31/1990, of the Draft Terms of Merger and of the statements of the
absorbed companies on the settlement of the liabilities.

2.   Considering the capacity of Electrica of participating company in the
merger process between Electrica, as the absorbing company, and EPE, GECI and
EEV1, as the absorbed companies (hereinafter collectively referred to as
"Companies"), about the report of ELSA's directors, drawn up in accordance
with art. 243(2) from the Companies' Law no. 31/1990 and the expert's report
on the exchange rate, drawn up according to art. 243(3) from the Companies'
Law no. 31/1990.

3.   Considering the capacity of Electrica of participating company in the
merger process between Electrica, as the absorbing company, and EPE, GECI and
EEV1, as the absorbed companies (hereinafter collectively referred to as
"Companies"), regarding the price established according to the valuation
standards in force, according to the law, which is to be paid by ELSA for the
shares of the persons that exercise their right to withdraw from the company,
in value of RON 9.66/share, according to Valuation report no. 894/28.10.2023,
drafted by Darian DRS SA, an independent valuator registered with A.S.F.,
appointed according to the legal provisions.

Within the EGMS, Electrica's shareholders approved the following with a
majority of the votes held by the present or validly represented shareholders:

 

4.     Considering the capacity of Electrica of participating company in
the merger process between Electrica, as the absorbing company, and EPE, GECI
and EEV1, as the absorbed companies (hereinafter collectively referred to as
"Companies"), the following:

4.1.   The authenticated Draft Terms of Merger, submitted with the Trade
Register within the Bucharest Court of Law and published in the Official
Gazette, Part IV, ("Draft Terms of Merger"). The financial statements used for
determining the conditions of the merger, namely the financial statements
drafted on and for the period that ended on 30 September 2023, were audited by
the financial auditor in case of ELSA and accompanied by the censors' report
in case of EPE, GECI and EEV1. When the draft terms of merger were drawn up,
the events which occurred after this date and impacted the implementation of
the Merger were taken into consideration;

4.2.   The process of merger by absorption, whereby ELSA, as the absorbing
company, will absorb EPE, GECI and EEV1, as the absorbed companies, according
to the provisions of art. 238 para. (1) let. a) of Law on Companies no.
31/1990 and according to the provisions of the Draft Terms of Merger, a
process which mainly involves the transfer of all the assets and liabilities
that belong to EPE, GECI and EEV1 to ELSA, followed by the dissolution without
winding up of EPE, GECI and EEV1. The merger will be carried out without
increasing the share capital of ELSA.

4.3.   The actual date of the Merger, as stipulated in the Draft Terms of
Merger, namely 31 December 2023 ("Effective Date");

4.4.   The implementation of the Merger, namely the transfer of all the
assets and liabilities that belong to the absorbed companies, EPE, GECI and
EEV1, to the absorbing company, ELSA, according to the provisions of Law on
Companies no. 31/1990, of the Draft Terms of Merger and of the statements of
the absorbed companies on the settlement of the liabilities. The rights over
the assets and liabilities that belong to the absorbed companies will be
legally transferred as an effect of the process of merger by absorption, by
means of a universal transfer, to ELSA, on the Effective Date, and the
transfer will be implemented according to the Draft Terms of Merger. ELSA, as
the absorbing company, and EPE, GECI and EEV1, as the absorbed companies, will
conclude, at any time until the Effective Date, delivery and acceptance
protocols, which will become effective on the Effective Date, which will list
all the assets and liabilities that are transferred following the Merger.
After the Effective Date, ELSA may also conclude, as the case may be, one or
several transfer protocols which will list the assets and liabilities that are
transferred following the Merger. ELSA will also take over all the movables of
EPE, GECI and EEV1, and all the technical equipment (including underground and
overground equipment) that is necessary for the operation of the photovoltaic
power station, which is currently operational, owned by EEV1, and the
implementation of the photovoltaic power station developed by GECI;

4.5.   The universal and legal transfer to ELSA of all present and future
rights (in rem and in debt) over the immovable assets owned by GECI, EEV1 and
EPE or used by them while carrying out their activities with any right and in
any form, and all the related rights in connection therewith, according to the
provisions of the Draft Terms of Merger, as an effect of the Merger, starting
with the Effective Date;

4.6.   The list which contains all the ownership rights regarding the real
estate property owned by GECI and EEV1 (as EPE does not own real estate
property), and all the other real estate rights in rem that belong to GECI,
EEV1 and EPE which will be taken over as of the Effective Date of the Merger
by ELSA as the absorbing company, a list which constitutes Annex no. 2 to the
Draft Terms of Merger;

4.7.   The implementation by ELSA, after the Effective Date, according to
the applicable legal provisions, of the real estate advertising formalities
and any other formalities which are necessary for transferring the rights (in
rem and in debt) over the immovable assets;

4.8.   The procedure regarding the withdrawal from the Company of the
shareholders in accordance with art 134 from Law no. 31/1990;

4.9.   The empowerment of the CEO of ELSA with the possibility of
sub-delegating all of his rights to a third party, without requiring a prior
approval, to act with full power and authority before all courts of law,
registries, departments, offices, notaries, agencies and other official
persons, institutions or entities, natural persons or legal entities from
Romania, before any administrative-territorial unit thereof, or any municipal
authority from Romania, or before any other natural persons or legal entities,
in order to register with the Trade Register and ensure the binding power of
the process of merger by absorption between ELSA, EPE, GECI and EEV1 and the
effects of the merger, as regulated by the Draft Terms of Merger, indicated
and approved by the resolution of the EGMS of ELSA. The CEO of ELSA is
mandated through the adopted resolution to sign any documents, to deliver
documents, to pay fees, taxes and other amounts, and to carry out any other
actions or activities, and to take any measures which are necessary and useful
in order to register the Merger and the effects of the Merger with the Trade
Register. This mandate is valid until its revocation or termination, whichever
occurs first.

5.     Considering the capacity of Electrica as a shareholder of companies
Electrica Productie Energie SA and Green Energy Consultancy & Investments
SRL, the mandate granted to the representative of Societatea Energetica
Electrica S.A. to participate and vote in the extraordinary general meeting of
shareholders of EPE, respectively mandating the representative of ELSA to
adopt and sign the Resolution of the Sole Shareholder of GECI, to express a
favourable vote ("for") on:

5.1.   The dissolution without liquidation and the deregistration from the
Trade Register and from the records of the financial administration of the
absorbed companies Societatea Electrica Productie Energie SA and Green Energy
Consultancy & Investments SRL as of the Effective Date of the Merger, as
an effect of the Merger, according to the provisions of the Draft Terms of
Merger;

5.2.   The empowerment of the members of the Board of Directors of companies
Electrica Productie Energie SA and Green Energy Consultancy & Investments
SRL, 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 the resolution of the extraordinary general meeting of
shareholders of EPE / the resolution of the Sole Shareholder of GECI, with the
Trade Register Office.

6.     The 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.

 

EGMS Chairman,

Member of the Board of Directors,
 

Adrian Lotrean

 

 

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