REG - Soc EnergElectricaSA - GM Statement

Societatea Energetica Electrica SAAnnouncement

12/10/2022 14:45

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RNS Number : 6869C  Societatea Energetica Electrica SA  12 October 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: 12 October 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: Resolutions of the EGMS as of 12 October
2022

Electrica hereby informs that, on 12 October 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 14 September
2022, set as Reference Date, in person, by representative, through vote by
correspondence or by electronic means, the quorum met being 72.16% of the
total voting rights and 70.72% 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 present or validly represented,
which voted physically, by correspondence or by electronic means, approved, in
compliance with the majority requirements for each of the items on the agenda,
the following items on the agenda (as per the numbering on the agenda in the
published convening notice):

1.     The approval of the following formal changes and related to
compliance with legislative changes:

a.     The approval for the amendment of art. 8 par. (7) of the Articles
of Association of Societatea Energetică Electrica S.A. as follows:

"The shares issued in dematerialized form may be traded on a regulated market
or on a multilateral trading facility, according to capital market
legislation."

b.     The approval for the amendment of art. 10 par. (2) of the Articles
of Association of Societatea Energetică Electrica S.A. as follows:

"In case of bond issuances, the extraordinary general meeting of shareholders
shall decide on the main terms and conditions of the bonds, including but not
limited to: the maximum amount of the issuance, offer period, territoriality
of the offer, type of issued bonds, the possibility of admission to trading on
a regulated market or on a multilateral trading facility. The Board of
Directors shall approve the terms and conditions of each issuance, such as:
the nominal value, interest rate, maturity, terms of an early redemption or
repayment of the bonds, other features of the bonds, as well as all
documentation related to the bond placement."

c.     The approval for the amendment of art. 11 par. (1) of the Articles
of Association of Societatea Energetică Electrica S.A. as follows:

"Each share subscribed and fully paid in by the shareholders, in accordance
with the law, grants the shareholders (i) the right to one vote in the general
meeting of the shareholders, (ii) the right to elect the directors, (iii) the
right to participate to the profit distribution, as well as (iv) other rights
provided by these Articles of Association and by the legal provisions."

d.     The approval for the amendment of art. 12 par. (7) of the Articles
of Association of Societatea Energetică Electrica S.A. as follows:

"Any reference date for the identification of the shareholders which have the
right to take part and to vote in the general meeting of the shareholders of
the Company and any registration date for the identification of the
shareholders which have rights deriving from its shares, as well as any other
similar date set by the Company related to any corporate events of the Company
will be established in accordance with the applicable legal provisions and
with a prior notice sent with at least 15  calendar days (in Romanian, zile
calendaristice), to the issuer of the depositary certificates, in the name of
which the underlying shares are registered based on which the depositary
certificates mentioned above are issued. The reference date will be prior with
at least 15 working days to the deadline for submitting the power of attorney
related to the vote."

e.     The approval for the amendment of art. 15 par. (5) of the Articles
of Association of Societatea Energetică Electrica S.A. as follows:

"The ordinary general meetings of shareholders take place at least once a
year, within maximum 4 (four) months from the end of the financial year, to
approve the financial statements for the previous financial year and to
analyse the annual report of the Board and the financial auditor's report;"

f.     The approval for the amendment of art. 18 par. (10) letter c) of
the Articles of Association of Societatea Energetică Electrica S.A. as
follows:

"A director's mandate will be terminated: (…)

c) by resigning the mandate, for grounds which may not be attributed to the
director, based on a written notification delivered to the Chairman at the
Company's headquarters;"

g.     The approval for the amendment of art. 18 par. (11) of the Articles
of Association of Societatea Energetică Electrica S.A. as follows:

"The Board meets at least 4 (four) times per year, or whenever necessary, as
convened by the Chairman. The Board is also convened upon the motivated
request of at least 2 (two) members of the Board or by the General Manager, in
which case the Chairman is bound to comply with such request."

h.     The approval for the amendment of art. 19 letter A par. (2) of the
Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The Board is obliged to submit to the territorial unit of the Ministry of
Public Finance within the legal term hard copies and electronic copies (or
just electronic copies) of the financial statements, along with the financial
auditor's report and the minutes of the general meeting, in accordance with
the law. The Board must also publish in the Official Gazette an announcement
confirming the submission of the financial statements."

i.      The approval for the amendment of art. 19 letter B par. (4) of
the Articles of Association of Societatea Energetică Electrica S.A. as
follows:

"The Nomination and Remuneration Committee, the Strategy and Corporate
Governance Committee and the Audit and Risk Committee are established within
the Board. The Board may establish other committees, according to the law."

j.      The approval for the amendment of the preamble of art. 20 par.
(1) of the Articles of Association of Societatea Energetică Electrica S.A. as
follows:

"As regards the Company's casting its vote in the subsidiaries' general
meetings of shareholders/associates (both ordinary and extraordinary) in which
the Company directly holds the capacity of shareholder/associate, the
following bodies of the Company will be competent to decide:"

k.     The approval for the amendment of the preamble of art. 20 par. (1)
letter B of the Articles of Association of Societatea Energetică Electrica
S.A. as follows:

"B. The Board with respect to all the other decisions that need to be taken in
the general meeting of the shareholders/associates of the subsidiaries' held
directly by the Company, and which have not been mentioned as pertaining to
the extraordinary general meeting of the shareholders of the Company in
paragraph A. above, including, but without limitation to, the following:
(…)"

l.      The approval for the amendment of art. 20 par. (2) of the
Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The Company will be represented at the general meetings of shareholders/
associates (both ordinary and extraordinary) of the subsidiaries' held
directly by the Company, by the General Manager or by any other person
expressly appointed in this respect by the General Manager. By way of
exception from article 19 letter D) paragraph (25) of these Articles of
Association, the General Manager may delegate the representation powers for
the subsidiaries' general meetings of shareholders without the prior approval
of the Board. In all cases, the legal or conventional representative of the
Company at the subsidiaries' general meetings of shareholders will vote in
accordance with the decision adopted by the Company's competent body as per
the article 20 paragraph (1) of these Articles of Association."

m.   The approval for the amendment of art. 27 par. (5) of the Articles of
Association of Societatea Energetică Electrica S.A. as follows:

"The Company pays dividends to the issuer of the depositary certificates
proportionally to its  holdings at the registration date set by the general
meeting of the shareholders which approved the distribution of such dividends,
in the same conditions and observing the same rules applicable to other
shareholders. The issuer of the depositary certificates is fully responsible
that the sums paid as dividends will be received by the holders of the
depositary certificates, proportionally with their holdings at the
registration date set by the general meeting of the shareholders which
approved the distribution of such dividends."

n.     The approval for the amendment: (i) of the title of art. 31, (ii)
and for the amendment of art. 31  par. (1), (iii) of letter A, (iv) of par.
(2) and (v) of par. (3) of the Articles of Association of Societatea
Energetică Electrica S.A. as follows:

"Art. 31  Merger, separation, spin-off, dissolution and liquidation

(1)       The merger, separation, spin-off and dissolution of the
Company shall be made in compliance with the legal provisions and the
applicable procedures, including the terms of these Articles of Association.

A.        Merger, separation and spin-off

(2)       The Company's merger, separation or spin-off shall be approved
by decision of the extraordinary general meeting of the shareholders.

(3)       In case of a merger, separation or spin-off, the Board must
draw up a merger or spin-off plan, according to the legal provisions."

o.     The approval for the amendment of art. 32 of the Articles of
Association of Societatea Energetică Electrica S.A. as follows:

"The provisions of these Articles of Association shall be supplemented by the
provisions of the Companies Law no. 31/1990, republished, as subsequently
amended and supplemented and of Law 24/2017 on issuers of financial
instruments and market operations, republished, as well as by the other legal
provisions in force."

2.     The approval for the amendment of art. 5 par. (3) of the Articles
of Association of Societatea Energetică Electrica S.A. by supplementing the
secondary activities of the company with the following secondary activities:

6810 - Buying and selling of own real estate;

6831 - Real estate agencies;

6832 - Management of real estate on a fee or contract basis;

7010 - Activities of head offices;

7311 - Advertising agencies;

8020 - Security systems service activities;

8292 - Packaging activities;

9499 - Activities of other membership or-ganisations n.e.c.;

Thus, following the supplementing of the secondary activities, the new form of
article 5 par. (3) of the Articles of Association of Societatea Energetică
Electrica S.A. will be the following (new activities are mentioned in
italics):

"(3) The Company may also carry out the following secondary activities:

3514 - Trading of energy;

3511 - Production of electricity

1813 - Pre-printing preparation services;

4329 - Other works of construction installations;

4651 - Wholesale of computers, computer peripheral equipment and software;

4652 - Wholesale of electronic and telecommunications equipment and parts;

4618 - Agents specialised in the sale of other particular products

4619 - Agents involved in the sale of a variety of goods

4799 - Other retail sale not in stores, stalls or markets

5812 - Publishing of guides, directories and mailing lists and other similar
activities;

5814 - Publishing of journals and periodicals;

5819 - Other editing activities;

5829 - Other software editing;

6110 - Wired telecommunications activities;

6120 - Wireless telecommunications activities (exclusively satellite);

6130 - Satellite telecommunications activities;

6190 - Other telecommunications activities;

6201 - Computer programming activities upon request (client-oriented
software);

6202 - Information technology consultancy activities;

6203 - Computational resources management activities (management and
exploitation);

6209 - Other information technology service activities;

6311 - Data processing, hosting and related activities;

6312 - Web portals activities;

6399 - Other informational services activities n.e.c.;

6492 - Other credit granting;

6810 - Buying and selling of own real estate;

6820 - Renting and operating of own or leased real estate;

6831 - Real estate agencies;

6832 - Management of real estate on a fee or contract basis;

7010 - Activities of head offices;

7021 - Public relations and communication consultancy activities;

7112 - Engineering activities and related technical consultancy;

7120 - Technical testing and analysis;

7219 - Other research and experimental development on natural sciences and
engineering;

7311 - Advertising agencies;

7312 - Media representation services;

7320 - Market research activities and public opinion polling;

7420 - Photographic activities;

7490 - Other professional, scientific and technical activities;

7733 - Rental and lease activities for office equipment (including computers);

8020 - Security systems service activities;

8211 - Combined secretarial activities;

8219 - Photocopying, documents' management and other secretary activities;

8220 - Activities of call centres;

8230 - Organization of conventions and trade shows and exhibitions;

8292 - Packaging activities;

8299 - Other business support service activities n.e.c.;

8559 - Other education n.e.c.;

9101 - Library and archive activities;

9102 - Museums activities;

9499 - Activities of other membership organisations n.e.c.;

9511 - Repair of computers and peripheral equipment;

9512 - Repair of communication equipment."

3.     The approval for the amendment of art. 14 par. (3) of the Articles
of Association of Societatea Energetică Electrica S.A. as follows:

"(3) The ordinary general meeting of the shareholders shall have the following
main duties:

a.     to appoint and revoke the members of the Board and establish the
level of their remuneration and other rights according to the legal
provisions;

b.     to establish the income and expenses budget, to set out the
activity schedule;

c.     to establish the income and expenses budget consolidated at the
group level;

d.     to discuss, approve or amend the annual financial statements
according to the reports submitted by the Board and the financial auditors;

e.     to approve the profit distribution according to the law and to
establish the dividend;

f.     to decide on the management activity of the directors and on the
discharge of liability, in accordance with the law;

g.     to decide to file legal actions against the directors, managers as
well as financial auditors for damages they caused to the Company by breaching
their obligations towards the Company;

h.     to decide on mortgaging or leasing or closing of one or more units
of the company;

i.      to appoint and revokes the financial auditor and to set the
minimum term of the financial audit contract;

j.      approves the Remuneration Policy for Directors and Managers
(appointed by the board of directors);

k.     approves the Remuneration Report for Directors and Managers
(appointed by the board of directors);

l.      approves the overall limit of all Managers' (appointed by the
board of directors) remuneration and remuneration of Board members;

m.    to carry out any other duties set out by the law."

4.     The approval for the amendment of art. 14 par. (4) of the Articles
of Association of Societatea Energetică Electrica S.A. , inclusive by
eliminating letter o. ("the establishment or dissolution of secondary offices:
branches, agencies, representative offices, working points or other similar
units without legal status, according to the legal provisions;") and letter p.
("participation in the establishment of new legal persons"), so that art. 14
par.(4) will have the following text:

"(4) The extraordinary general meeting of the shareholders shall decide on the
following:

a.       withdrawal of the preference right of shareholders upon
subscription of new shares issued by the Company;

b.       contracting any type of loans, debts or obligations
representing a loan, as well as creating real or personal security related to
these loans, in each case in accordance with the competence limits provided in
Annex 1 to these Articles of Association;

c.       operations regarding the acquisition, alienation, exchange or
creation of encumbrances over fixed assets of the Company whose value exceeds,
individually or cumulated, during any financial year, 20% of the total fixed
assets, less receivables;

d.       leases of tangible assets for periods longer than one year,
whose individual or cumulated value towards the same co-contractor or involved
persons or with whom it acts in concert exceeds 20% of the fixed assets value,
less receivables at the time of entering in the relevant operation, as well as
joint ventures in excess of the same value and with a duration of over one
year;

e.       approving investment projects in which the Company will be
involved in accordance with the competence limits provided in Annex 1 to these
Articles of Association, other than the ones provided in the annual investment
plan of the Company;

f.       approving the issuance and admission to trading on a regulated
market or on a multilateral trading facility of shares, depositary
certificates, allotment rights or other similar financial instruments;
approving the competencies delegated to the Board;

g.       changing the legal form;

h.       relocation of the registered office;

i.        changing the main or secondary business objects;

j.        increasing the share capital, as well as decreasing the share
capital, according to the law;

k.       the merger, the spin-off or the separation;

l.        the dissolution of the Company;

m.      carrying out any bond issuance, as per the provisions of art. 10
of the Articles of Association, or conversion of a category of bonds in a
different category or in shares;

n.       approving the conversion of preferential and nominative shares
from one category to another, according to the law;

o.       any other amendment to the Articles of Association;

p.       approval of the eligibility and independence criteria with
respect to the Board members;

q.       approval of the corporate governance strategy of the Company,
including the corporate governance action plan;

r.        donations within the limits of the competence provided in
Appendix 1 to these Articles of Association; and

s.       approves granting of intragroup loans with a value of more than
EUR 50 Million  per operation;

t.        any other decision that requires the approval of the
extraordinary general meeting of the shareholders."

5.     The approval for the amendment of art. 16 par. (3) of the Articles
of Association of Societatea Energetică Electrica S.A. as follows:

"(3) For the valid deliberations of the extraordinary general meeting of the
shareholders, the following are necessary:

a) at the first convening, the presence of shareholders representing one
quarter (1/4) of the total number of voting rights, and decisions must be
taken with the majority of the votes held by the shareholders present or
validly represented in the meeting, except for (A) the attributions provided
in art. 14 (4), letters (e), (o), (p), (q) and (r), in which case the
decisions will be taken with the favourable vote of at least 55% of the total
number of voting rights, and (B) the attributions provided in art. 14 (4) (g),
(i) in what concerns the main business object, (j), (k) and (l), in which case
the decision will be adopted with a majority of at least two thirds (2/3) of
the voting rights held by the shareholders present or validly represented in
the meeting, but not less than 55% of the total voting rights. In case the
quorum provided at this point (3) (a) of the current article is not duly met
for a particular resolution, the meeting shall meet to debate and vote on that
resolution, at the second convening;

b) at the second and subsequent convening, the extraordinary general meeting
of the shareholders can deliberate with respect to the items on the agenda of
the first meeting in the presence of the shareholders holding one fifth (1/5)
of the total number of voting rights and can adopt decisions with the majority
of the votes held by the shareholders present or validly represented in the
meeting, except for the (A) attributes provided in art. 14 (4) letters (e),
(o), (p),  (q) and (r), situation in which the decisions shall be taken with
the favourable vote of at least 55% of the total number of voting rights and
(B) attributes provided in art. 14 (4) points (g),  (i) regarding the main
business object, (j), (k) and (l), in which case the decision will be adopted
with at least two thirds (2/3) of the voting rights held by shareholders
present or validly represented in the meeting, but not less than 55% of the
total voting rights."

6.     The approval for the amendment of art. 16 par. (12) of the Articles
of Association of Societatea Energetică Electrica S.A. as follows:

"The Chairman shall take such measures or give directions as it might be
necessary to promote the orderly conduct of the meeting as laid down in the
convening notice of the meeting, including adjourning the meeting at any time
if it is necessary to secure the proper and orderly conduct of the meeting.
The Chairman's decision on matters of procedure or arising incidentally from
the meeting shall be final as shall be his determination as to whether any
matter is of such a nature."

7.     The approval for the amendment of art. 18 par. (22) of the Articles
of Association of Societatea Energetică Electrica S.A. as follows:

"The debates are audio recorded and, as the case may be, video recorded, and
are registered in the minutes of the meeting. The minutes will comprise the
participants' names, the agenda and the order of the deliberations, the taken
decisions, the number of casted votes and the dissenting opinions and
indicating the person having requested the registration, other matters /
information it believes are noteworthy. The minutes will be signed by the
Chairman, by a director that attended the meeting and by the secretary of the
meeting. The audio recordings and, if the case, video recordings, complement
the minutes of the meeting, for each committee or board meeting."

9.     The approval for the amendment of art. 18 par. (30) of the Articles
of Association of Societatea Energetică Electrica S.A. as follows:

"The members of the Board are jointly or severally liable, as the case may be,
towards the Company for the damages resulted from criminal offences or from
breaches of their obligations under their mandate agreements."

10.  The approval for the amendment of art. 19 letter A par. (1) of the
Articles of Association of Societatea Energetică Electrica S.A. as follows:

" (1) The Board shall have mainly the following duties:

a.       approves the proposals regarding the global strategy including
but not limited to Company's development and restructuring ;

b.      approves the organisational chart and the organisation and
functioning regulation of the Company;

c.       approves the level of professional liability insurance for the
General Manager and the other managers to whom the management of the Company
was delegated;

d.      decides the main directions of the Company's activity and
development;

e.       decides the accounting policies and the financial control
system and approves financial planning;

f.       appoints and revokes the managers, including the General
Manager, and establishes their remuneration;

g.       supervises the managers' activity and represents the Company
with respect to the managers;

h.      submits the application for the opening of the Company's
insolvency proceedings, according to the law;

i.       if the case, exercises the duties delegated by the
extraordinary general meeting of the shareholders, in accordance with the law;

j.       concludes legal acts in the name and on behalf of the Company
through which to acquire assets for the Company, to dispose of, lease, change
or create encumbrances over the assets in the Company's patrimony, with the
approval of the general meeting of the shareholders, when the law or these
Articles of Association impose such condition;

k.      approves the delegation of duties to managers (including the
General Manager) for the fulfilment of its operations;

l.       submits to the general meeting of the shareholders for
approval, within a maximum of 4 months from the end of the financial year, the
annual financial statements of the Company prepared for the previous financial
year, based on the directors' report and on the financial auditor's report;

m.     submits to the general meeting of shareholders for approval, the
remuneration policy and the remuneration report;

n.      makes recommendations to the shareholders in relation to the
distribution of the profit;

o.      endorses the draft activity program and the draft of the
Company's budget and submits them to the general meeting of the shareholders
for approval within the period provided in letter l);

p.      convenes the general meeting of the shareholders whenever
necessary, according to the legal provisions;

q.      approves the organization and functioning regulation of the Board
and of its committees;

r.       empowers the General Manager to negotiate the collective labour
agreement;

s.       decides the duties and the level of contracting bank loans,
commercial loans and approves the deliverance of the encumbrances related to
these loans, in accordance with the competence limits for which a decision of
the general meeting of the shareholders is required, as per Annex 1 to these
Articles of Association;

t.       approves the granting of intragroup loans with a value lower
than or equal to EUR 50 Million per operation;

u.      approves the participation in the establishment of new legal
persons with/without patrimonial purpose  and of their articles of
association. ;

v.      approves the association agreement with other legal and
individual persons without establishing new legal persons. ;

w.      establishes and approves changes in the income and expenses
budget's structure approved by the general meeting of the shareholders, within
the limits for which the Board was mandated;

x.      establishes and approves the level of remuneration of the Board's
secretary;

y.      approves the annual consolidated investment plan at a group level
(CAPEX plan);

z.       approves the establishment or dissolution of secondary offices:
branches, agencies, representative offices, working points or other similar
units without legal status, according to the legal provisions;

aa.     fulfils any other duties established by the general meeting of the
shareholders or provided by the legal provisions."

11.  The approval for the amendment of art. 19 letter B par. (7) of the
Articles of Association of Societatea Energetică Electrica S.A. as follows:

"The audit and risk committee must review all the documents and the operations
provided by article 14 paragraph (4) b), c), d) and e) and to make available
to the Board a detailed recommendation related to, inter alia, the necessity,
the opportunity, the potential risks and benefits related to these
operations."

12.  The approval for the amendment of art. 19 letter D par. 25 of the
Articles of Association of Societatea Energetică Electrica S.A. by
introducing three new letters after letter i), numbered j), k) and l), with
the text indicated below:

"The General Manager shall have mainly the following duties: (…)

j. endorses the participation in the establishment of new legal entities with
patrimonial/non-patrimonial purpose and their Articles of Association;

k. endorses association contracts with other legal or natural persons without
the establishment of new legal persons;

l. approves contracts regarding the provision of services by the Company for
the benefit of affiliated parties or by affiliated parties for the benefit of
the Company within his competencies."

13.  The approval for the amendment of art. 20 par. (1) letter A of the
Articles of Association of Societatea Energetică Electrica S.A. as follows:

"A. The extraordinary general meeting of the shareholders of the Company, for
the subsidiaries in which the Company directly holds the capacity of
shareholder/associate, with respect to the following:

a.     withdrawing of the preference right of the shareholders/associates
to subscribe for shares newly issued by the subsidiaries;

b.     the issuing and admission to trading on a regulated market or on a
multilateral trading facility of shares, certificates of deposit, allotment
rights or other similar financial instruments;

c.     changing the subsidiaries' legal form;

d.     changing the subsidiaries' main business object;

e.     shares/social parts transfer, with the exception of the
shares/social parts which are transferred within the Electrica Group

f.     dissolving the subsidiaries;

g.     carrying out any issuance of bonds or changing the category of
bonds into another category or into shares; and

h.     the conversion of preferential and nominative shares from one
category into another, and also the conversion of shares in dematerialized
form into shares in materialized form, according to the law.

i.      contracting by the subsidiaries of any bank loans from local and
foreign markets or commercial credits, irrespective of their duration, if
their amount exceeds, individually or cumulatively, during a financial year,
half of the book value of the assets of the subsidiary at signing date and of
the related collaterals;

j.      approving  investment projects to which the subsidiaries will
participate and which will trigger expenses / contributions higher than EUR 25
million (at the exchange rate RON / EUR valid at the date of convening) for
each project, except the above mentioned of which approval is infringing the
legal provisions on separating  the distribution activities from other
activities that are not related to distribution (i.e. unbundling), under
which, inter alia, the parent company cannot give any instructions regarding
the activity of distribution, if any, and / or take any individual decision
regarding the construction or rehabilitation of power distribution capacity,
as appropriate."

14.  The approval for the amendment of Articles of Association of Societatea
Energetică Electrica S.A. by eliminating par. (3) of art. 20, respectively
the following text:

"The Board is obliged to inform the general meeting of shareholders of the
subsidiaries after adopting decisions provided under art. 20 paragraph (1)B
letters a, b, c, d, and l above."

15.  The approval for the amendment of art. 21 of the Articles of Association
of Societatea Energetică Electrica S.A. as follows:

"The Company shall maintain, by the care of the Board all the registers
provided by the law. Compliance with this obligation will be audited at least
biannually by the internal auditors."

16.  The approval for the amendment of art. 26 of the Articles of Association
of Societatea Energetică Electrica S.A., by (i) amendment of the name of the
article and of par. (1), as well as by (ii) eliminating par. (2), with the
text "(2) The balance sheet and the profit and loss statement shall be
published in the Official Gazette according to the legal provisions.", so that
art. 26 will have the following text:

"Art. 26. Accounting records and financial statements

(1) The Company shall keep the accounting records in RON and shall elaborate
the financial statements on a yearly basis, considering the methodological
norms elaborated by the Ministry of Finance."

(2) The Company will publish the annual financial results and of their
respective annexes in compliance with the legal provisions, under the
responsibility of the General Manager."

17.  The approval for the amendment of Articles of Association of Societatea
Energetică Electrica S.A. by eliminating par. (3) of art. 29, respectively
the following text:

"The terms for the Company's participation in the establishment of new legal
entities or partnership agreements shall be decided in the articles of
association or the partnership contract, which shall be approved by the
general meeting of shareholders."

18.  The approval for the renumbering of the
articles/paragraphs/letters/items of the Articles of Association of Societatea
Energetică Electrica S.A. amended following the decisions adopted in items
1-17 of the EGMS agenda.

19.  The empowerment of the Chairman of the Board of Directors to sign the
Articles of Association of Societatea Energetică Electrica S.A. amended
according to the decisions adopted in items 1-18 of the EGMS agenda.

20. 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.

Electrica's shareholders rejected the following item:

8.     Approval for the amendment of art. 18 para. (24)  of the Articles
of Association of Societatea Energetică Electrica S.A. as follows:

"The Board delegates the Company's management to one or more managers,
appointing one of them general manager (the "General Manager"). The position
of General Manager may not be held by one of the directors, with the exception
of the case when the director accepts to renounce to his mandate and to his
director attributions, in order to ocupy the General Manager position."

CEO

Alexandru - Aurelian
Chirita

 

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