REG - Soc EnergElectricaSA - EGMS Resolutions as of 21 March 2022

Societatea Energetica Electrica SAAnnouncement

21/03/2022 09:15

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RNS Number : 4254F  Societatea Energetica Electrica SA  21 March 2022

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: 21 March 2022

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 21
March 2022

Electrica hereby informs that, on 21 March 2022, 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 10:00 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 22 February
2022, set as reference date, in person, by representative or through vote by
correspondence, the quorum met being approx. 66.18% of the total voting rights
and approx. 64.86% of the share capital of the Company.

The meeting was chaired by Mr. Adrian-Florin Lotrean, member of the Board of
Directors of Electrica.

Within the EGMS, Electrica's shareholders approved the following items 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:

1.     The empowerment of Electrica's representative, considering
Electrica as Electrica Furnizare SA (EFSA) shareholder, to participate in
EFSA's EGMS and to express a favourable vote ("for") regarding the approval of
a total ceiling of short-term financing that can be contracted by EFSA during
the financial year 2022 from banking institutions (commercial banks or
international financial institutions - IFI) for financing its current activity
in the amount of up to RON 1,500,000,000 (which includes the amounts
approved/that will be approved until the date of  the EGMS), with the
guarantee of Electrica, the value of the guarantee provided by Electrica being
of maximum RON 1,650,000,000 (which includes the guarantees approved/that will
be approved until the date of the EGMS), according to the substantiation note.

2.     The empowerment of Electrica's representative, considering
Electrica as EFSA's shareholder, to participate in EFSA's EGMS and to express
a favourable vote ("for") regarding the approval of EFSA's Board of
Directors to undertake all measures in the name and on behalf of  EFSA,
within the approved ceilings and within the level of indebtedness applicable
at the date of approval of the individual transactions, in order to initiate,
conduct and complete the operations required to implement those above
mentioned on item 1 above, including, but not limited to:

a)    To approve the individual financing transactions (credit contracting
and guarantee) that will be contracted within the ceiling;

b)    To represent it with full powers before banks, financial
institutions, affiliates and any third parties;

c)    To negotiate and accept the contractual clauses, which will include,
without limitation, the level of costs and commissions as well as the
reimbursement of costs with legal advice for the benefit of banks, if
applicable (legal opinion on the contract), cases of fault, early repayment,
the right to be distributed / received dividends.

d)    To negotiate and accept the type, form and conditions of the
guarantees;

e)    To sign the credit agreements, the related guarantee contracts / the
related guarantee, any other additional to them, as well as any other
necessary documents in connection with these contracts / documents;

f)     To carry out any other legal activity that it will consider
necessary for the above mentioned purpose.

The above mandate is granted also for any other amendments of the banking
contracts, of the financing contracts and / or of the related guarantee
contracts / guarantees, within the limits of the approved ceilings for credits
and guarantee, including and not limited to the purpose, type, use,
modification of the duration of the credits and of the constituted guarantees.

The Board of Directors may delegate to the executive management of EFSA the
undertaking of certain or all of the operational activities (except those
indicated in point a)) required to implement the operations mentioned on item
1.

3.   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
Bucharest Court, as well as the publication of the EGMS resolution according
to the law.

 

 

 

Chief Executive Officer

Georgeta - Corina Popescu

 

 

 

 

 
 

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