REG - Soc EnergElectricaSA - 29 April 2020 OGMS Resolutions

Societatea Energetica Electrica SAAnnouncement

29/04/2020 10:10

RNS Number : 3058L
  
Societatea Energetica Electrica SA
  
29 April 2020
  
 

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: 29 April 2020
Company name: Societatea Energetica Electrica S.A. (Electrica)
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: 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 Ordinary General Meeting of Shareholders of Societatea Energetica Electrica S.A. ("Electrica" or the "Company") of 29 April 2020
Electrica hereby informs that, on 29 April 2020, the Ordinary General Meeting of Shareholders (OGMS) of Electrica took place at Electrica's headquarters in Bucharest, District 1, 9 Grigore Alexandrescu Street, postal code 010621, "Radu Zane" Conference Room, starting at 10:06 o'clock (Romanian time), being duly held in accordance with the legal and statutory provisions upon the first calling.
The OGMS of Electrica was attended by the shareholders registered in the shareholder's register kept by Depozitarul Central S.A. on 31 March 2020, set as reference date, in person, by representative or through vote by correspondence, the quorum met being 82.01% of the total voting rights and 80.38% of the share capital of the Company.
The meeting was chaired by Mr. Valentin Radu, the Chair of the Board of Directors of Electrica.
Within the OGMS, Electrica's shareholders approved the following items on the agenda (as per the numbering on the agenda) with a majority of the votes expressed by the present or represented shareholders or by the shareholders that voted by correspondence:
1.   The Individual Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2019 prepared in accordance with the Order of Minister of Public Finance no. 2844/2016 for the approval of the accounting regulations complying with the International Financial Reporting Standards, based on the Directors' Annual Report for the year 2019 and the Independent Auditor's Report on the Individual Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2019.
2.   The Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2019 prepared in accordance with the International Financial Reporting Standards adopted by the European Union, based on the Directors' Annual Report for the year 2019 and the Independent Auditor's Report on the Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2019.
3.   Electrica's Board of Directors proposal on the distribution of the net profit for the financial year 2019, with the total gross dividend value of RON 246,108,017, the gross dividend per share of RON 0.7248, the date of payment of the dividends - 26 June 2020, as set out in the note made available to the shareholders.
4.   The discharge of liability of the members of the Board of Directors for the financial year 2019.
5.   The income and expenses budget of Electrica for the financial year 2020, at individual level.
6.   The income and expenses budget of Electrica for the financial year 2020, at consolidated level.
7.   Election of Mr. Iulian Cristian Bosoanca as new member of the Company's Board of Directors for filling in the vacant position, following the renunciation to the mandate by the non-independent director Niculae Havrileţ. The term of the mandate of the elected director will be for a duration equal to the period remaining until the expiry of the mandate for the vacant position, i.e. until 27 April 2022. The form of the mandate agreement and the remuneration for the new director, according to the Remuneration Policy of the members of the Board of Directors, have been approved through the Ordinary General Meeting of Shareholders' Resolution No. 1 of 9 February 2018.
8.   Empowerment of the representative of the Ministry of Economy, Energy and Business Development, present in the OGMS, to sign, in the name of the Company, the mandate agreement with the member of the Board of Directors elected according to item 7 above.
9.   Establishment of the date of 9 June 2020, as record date, the date on which the identification of the shareholders affected by Electrica OGSM will take place, including the right to dividends, in accordance with art. 86 of Law no. 24/2017 on issuers of financial instruments and market operations.
10. Establishment of the date of 5 June 2020 as ex-date, the date on which financial instruments are traded without rights deriving from Electrica OGMS.
11. Empowerment of the Chairman of the Meeting, of the secretary of the meeting and of the technical secretary to jointly sign the OGMS resolution and to perform individually, and not jointly, any act or formality required by law for the registration of the OGMS resolution with the Trade Register Office of Bucharest Court, as well as the publication of the OGMS resolution according to the law.
 
Chairman of the Board of Directors                                      
Valentin Radu                                                                         


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