REG - Soc EnergElectricaSA - 27 April 2023 EGMS Resolution

Societatea Energetica Electrica SAAnnouncement

27/04/2023 12:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230427:nRSa7335Xa&default-theme=true

RNS Number : 7335X  Societatea Energetica Electrica SA  27 April 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: 27 April 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 27
April 2023

Electrica hereby informs that, on 27 April 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 12:01 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 29 March 2023,
set as reference date, in person, by representative or through vote by
correspondence, the quorum met being 76.7869% of the total voting rights and
75.2596% 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:

2.         The empowerment of Electrica's representative, considering
Electrica as Electrica Furnizare S.A. (EFSA) shareholder, to participate in
EFSA's EGMS and to take note on the information regarding the conclusion of
the uncommitted, non-cash Credit facility contract for potential commitments
no. 165 dated December 27, 2022, between BNP Paribas Bank S.A. and EFSA, on a
short-term basis, for issuing bank guarantee letters, in the amount of RON
240,000,000, with automatic extension, guaranteed by Societatea Energetica
Electrica S.A.

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.

 

In the same time, Electrica's shareholders rejected (as per the numbering on
the agenda):

1.        I. Approval of the buyback by the Company of its own shares,
for the implementation of the Remuneration Plan in free shares for executive
managers with a mandate contract, within the Electrica Group, under the
following conditions:

- The purpose of the program: awarding free shares to executive managers with
a mandate contract, according to the performance criteria and award conditions
established by the Remuneration Policy for directors and executive managers
with a mandate contract of S.E. Electrica S.A. ("Policy") and, respectively,
through the Subsidiaries' own policies. The duration of the Remuneration Plan
in free shares is 4 years with an intermediate investment period of 2 years;

- Maximum number of shares that may be repurchased: maximum 1,750,000 shares
(0.5% of the share capital);

- The minimum price per share: the minimum purchase price will be the BSE
market price from the moment of the purchase;

- Maximum price per share: 15 lei;

- Duration of the buyback authorization: maximum 18 months from the date of
publication of the resolution in the Official Gazette of Romania, Part IV.

- The nominal value of the own shares thus repurchased cannot exceed, together
with any other own shares owned by SE Electrica SA, the threshold of 10% of
the subscribed share capital;

- The payment of the repurchased shares will be made from the distributable
profit or from the company's available reserves, registered in the last
approved annual financial statement, with the exception of the legal reserves.

The implementation of the company's buyback program of its own shares,
mentioned under this item, is conditional on the approval by the Ordinary
General Meeting of Shareholders of the amendments to the Remuneration Policy
for Directors and Executive Managers of S.E. Electrica S.A., in order to
include the conditions regarding the Remuneration Plan in shares.

In the event that the conditions for granting all shares redeemed for the
purpose mentioned above will not be met, the Board of Directors will decide
their allocation in accordance with the legal and internal regulations
applicable at that time.

 

II. Mandate to the Board of Directors to adopt all the necessary decisions and
measures to carry out the company's share buyback program, with the
possibility of sub-delegation to the executive management.

 

Chairman of the meeting

Member of the Board of Directors
 

Dragos-Valentin Neacsu

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  EGMIRMBTMTBTBJJ