REG - Soc EnergElectricaSA - 23 August 2023 EGMS Resolution

Societatea Energetica Electrica SAAnnouncement

23/08/2023 09:45

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RNS Number : 2186K  Societatea Energetica Electrica SA  23 August 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: 23 August 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 23
August 2023

Electrica hereby informs that, on 23 August 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 10:01 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 26 July 2023,
set as reference date, in person, by representative or through vote by
correspondence, the quorum met being 78.4741% of the total voting rights and
76.9133% of the share capital of the Company.

The meeting was chaired by Mr. Dragos-Valentin Neacsu, Member of the Board of
Directors of Electrica.

Within the EGMS, Electrica's shareholders approved the following (as per the
numbering on the agenda) with a majority of the votes held by the present or
validly represented shareholders or by the shareholders that voted by
correspondence or online:

1.   In principle, the merger by absorption between Societatea Energetica
Electrica SA (ELSA), Societatea Electrica Productie Energie SA (EPE),
Electrica Energie Verde 1 SRL (EEV) and Green Energy Consultancy &
Investments S.R.L.  (GECI) (together "the Companies") and the participation
of the Companies in the merger, with Societatea Energetica Electrica SA as
absorbing company, the companies Electrica Productie Energie SA, Electrica
Energie Verde 1 SRL and Green Energy Consultancy & Investments S.R.L.as
absorbed companies ("Merger");

2.   The date of 30 June 2023 as the reference date of the financial
statements that will be used to determine the conditions of the Merger,
respectively the audited financial statements prepared as and for the period
ended on 30 June 2023. In the context of the merger project, the events
occurring after this date that influence the implementation of the Merger will
also be considered.

3.   The empowerment of the Board of Directors of Societatea Energetica
Electrica SA, for the fulfillment of all necessary documents and operations in
connection with the Merger, including the drafting of the merger project, its
signing and publication in the Official Gazette of Romania. The necessary
formalities for its publication may be sub-delegated.

4.     The increase of the guarantee granted by ELSA within the
non-revolving term facility, concluded between EBRD and DEER, in order to
finance the current activity, especially the purchase of the electricity
necessary to cover the own technological consumption and the liquidity
deficit. The amount of the credit facility will increase from Ron 180,000,000
up to Ron 240,000,000. The amount of the guarantees provided by ELSA (which
will not be real guarantees) is 130% of the increased credit facility value
(up to Ron 240,000,000), expressed in Eur or Ron equivalent and calculated at
the NBR exchange rate for Eur/Ron from the date of endorsement by ELSA's Board
of Directors of the substantiation note. However, the guarantee may also be
constituded by reference to the NBR Eur/Ron exchange rate from the date of
signing the addendum to the contract and/or the setting up/ supplementing the
guarantee.

5.     The empowerment of ELSA's Board of Directors to take, in the name
and on behalf of ELSA, within the limits of the approved value ceilings, all
the necessary measures in order to initiate, carry out and complete the
operation of guarantee from point 1. The Board of Directors will be able to
sub-delegate to the executive management of ELSA the execution of all/some
operational activities in order to implement the operations mentioned to in
point 1.

The above mandate, including the possibility of sub-delegation, is also
granted for any other amendments to the contracts of guarantee/ related
guarantees, within the limit of the value ceilings approved for the guarantee,
including, and not limited to the purpose, type, use, modification of the term
of the established guarantees.

6.   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.

 

 

Chairman of the Meeting

Member of the Board of Directors
 

Dragos-Valentin Neacsu

 

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