REG - Soc EnergElectricaSA - Notice of EGSM on 9 June 2022

Societatea Energetica Electrica SAAnnouncement

19/04/2022 07:00

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RNS Number : 4953I  Societatea Energetica Electrica SA  15 April 2022

To:      Bucharest Stock Exchange (BSE)

            London Stock Exchange (LSE)

Romanian Financial Supervisory Authority (FSA)

Current report in compliance with the Law 24/2017, republished, on issuers of
financial instruments and market operations, Regulation FSA no. 5/2018 on
issuers of financial instruments and market operations, and the Bucharest
Stock Exchange Code

Report date: 15 April 2022

Company name: Societatea Energetica Electrica S.A.

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), London Stock Exchange (LSE)

Significant events to be reported: Convening of the Extraordinary General
Meeting of Shareholders of Societatea Energetica Electrica S.A. on 9 June 2022

In compliance with the Companies Law no. 31/1990 republished, Law no. 24/2017
on issuers of financial instruments and market operations, republished, and
FCA Regulation No. 5/2018 on issuers of financial instruments and market
operations, Societatea Energetica Electrica S.A. (Electrica or the Company)
convenes the Extraordinary General Meeting of Shareholders (EGMS) on 9 June
2022, 10:00 o'clock (Romanian time).

The information materials related to the agenda of Electrica's EGMS shall be
made available to the shareholders, in electronic format on the Company's
website at www.electrica.ro (http://www.electrica.ro) , under the Investors
> General Meeting of Shareholders > 2022 GMS > General Meeting of
Shareholders as of 9 June 2022 section starting with 15 April 2022 and in
hardcopy at Electrica's Registry Desk located at its headquarters, starting
with 19 April 2022.

The convening of Electrica's EGMS was approved in the Company's Board of
Directors meeting dated 15 April 2022. On 19 April 2022, the Convening Notice
of the EGMS will also be published in the Official Gazette of Romania, Part IV
and in Romania Libera, a national newspaper.

Attached:

Convening Notice of the Extraordinary General Meeting of Shareholders of
Societatea Energetica Electrica SA on 9 June 2022.

 

CEO
 

Georgeta Corina Popescu

 

 

 

 

 

 

 

Translated from Romanian, in case of discrepancy between the two versions, the
Romanian version prevails

 

CONVening notice

of the EXTRAOrdinary general meeting of shareholders of

SOCIETatea EnergeticĂ ELECTRICA S.A.

 

The Board of Directors of SOCIETATEA ENERGETICĂ ELECTRICA S.A. (hereinafter
the Company or Electrica), headquartered in Bucharest, 9 Grigore Alexandrescu
Str., district 1, registered with the Trade Register under number
J40/7425/2000, sole registration code (CUI) RO 13267221, with a subscribed and
entirely paid share capital of RON 3,464,435,970

pursuant to the decision of the Board of Directors of the Company (the Board
of Directors) dated

15 April 2022,

according to the provisions of the Companies Law No. 31/1990, republished, as
subsequently amended, Law No. 24/2017 on the issuers of financial instruments
and market operations, republished, Regulation No. 5/2018 on issuers of
financial instruments and market operations as subsequently amended and the
provisions of the Company's articles of association (the Articles of
Association),

CONVENES

the Company's Extraordinary General Meeting of Shareholders (EGMS) on the date
of 9 June 2022, starting at 10.00 o'clock (Romanian time), at the Company's
headquarters in Bucharest, 9 Grigore Alexandrescu Str., District 1, postal
code 010621, "Radu Zane" conference room.

Should the legal and/or statutory quorum for convening the EGMS not be met on
the date mentioned above as the date of the first calling, a second EGMS,
having the same agenda, shall be convened and scheduled for 10 June 2022,
starting at 10.00 o'clock (Romanian time), at the Company's headquarters in
Bucharest, 9 Grigore Alexandrescu Str., District 1, postal code 010621, "Radu
Zane" conference room.

Only the persons registered as shareholders in the Company's shareholders'
register held by Depozitarul Central S.A. at the end of the day on 11 May 2022
(Reference Date) have the right to attend and cast their votes in the EGMS.
Should there be a second calling of the EGMS, the Reference Date remains the
same.

The agenda of the EGMS will be the following:

1.   Empowerment of  Electrica's representative, considering Electrica as
Societatea Electrica Furnizare S,A, (EFSA) shareholder, to participate in
EFSA's EGMS and to express a favourable vote ("for") regarding the approval of
increasing the 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, as it was approved by
Electrica EGMS Resolution No. 1 dated 21 March 2022, up to the amount of RON
1,700,000,000 (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 (which will not be real guarantee) being
of maximum RON 1,870,000,000 (which includes the guarantees approved/that will
be approved until the date of the EGMS, for the financing contracted from the
above indicated ceiling).

 

2.   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 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 of EFSA may delegate to the executive management of
EFSA the undertaking of certain or all of the operational activities (except
those indicated by item a.) required to implement the operations above
mentioned on item 1.

 

3.   Approval of a total ceiling of guarantees (which will not be real
guarantees) that may be granted by Electrica in the amount of up to RON
1,870,000,000 (which includes the guarantees approved/that will be approved
until the date of the EGMS, for the financing contracted from the above
indicated ceiling) for the guarantee of short-term financing that may be
contracted by EFSA during the  financial year 2022 from banking institutions
(commercial banks or international financial institutions - IFIs) for the
financing of the current activity in the amount of RON 1,700,000,000 (which
includes the amounts approved/that shall be approved  until the date of  the
EGMS), as set out in item 1.

 

4.   Empowerment of  Electrica's representative, considering Electrica as
Distributie Energie Electrica Romania S,A, (DEER) shareholder, to participate
in DEER's EGMS and to express a favourable vote ("for") regarding the approval
of a total ceiling of medium and long term financing that can be contracted by
DEER during the  financial year 2022 from banking institutions (commercial
banks or international financial institutions - IFI) to cover the additional
costs related to own technological consumption as well as to finance the
working capital and the investment projects in value of up to RON 700,000,000,
with the guarantee of Electrica, the value of the guarantee provided by
Electrica (which will not be real guarantee) being of maximum RON 770,000,000.

The ceiling of RON 700,000,000 for medium and long term financing for DEER
with Electrica guarantee for a value of up to RON 770,000,000 for DEER,
mentioned above, does not include the short term financings without Electrica
guarantee already contracted during  financial year 2022 (a multi-product
facility in the amount of 220,000,000 lei contracted in January 2022 for an
initial amount of 180,000,000 lei and increased in February and a facility for
issuing of letters of guarantee contracted in March 2022) or in course of
contracting (220,000,000 lei multiproduct facility in process of being
approved and signed).

 

5.   Empowerment of Electrica's representative, considering Electrica as
DEER's shareholder, to participate in EFSA's EGMS and to express a favourable
vote ("for") regarding the approval of DEER's Board of Directors to undertake
all measures in the name and on behalf of DEER, 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 4 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 of DEER may delegate to the executive management of
DEER the undertaking of certain or all of the operational activities (except
those indicated in point a.) required to implement the operations above
mentioned on item 4.

 

6.   Approval of a total ceiling of guarantees (which will not be real
guarantees) that may be granted by Electrica in the amount of up to RON
770,000,000 for the guarantee of medium and long term financing that may be
contracted by DEER during the  financial year 2022 from banking institutions
(commercial banks or international financial institutions - IFIs) to cover the
additional costs related to own technological consumption as well as to
finance working capital and investment projects in the amount of RON
700,000,000 as provided in point 4.

 

7.   Empowerment of Electrica's Board of Directors to undertake all measures
in the name and on behalf of Electrica, within the approved ceilings, in order
to initiate, conduct and complete the operations required to implement those
above mentioned on items 3 and 6 above, including, but not limited to:

 

a.   To approve the individual guarantee transactions for the financing that
will be contracted within the ceilings;

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

c.   To negotiate and accept the contractual guarantees clauses, which will
include, without limitation, the level of costs and commissions, type of
costs/amounts covered by the guarantees, duration of the guarantees,
obligations, interdictions and liability of the guarantor, 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 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 guarantee
contracts, of the related / guarantees, within the limits of the approved
ceilings for guarantee, including and not limited to the purpose, type, use,
modification of the duration of the constituted guarantees.

The Board of Directors of Electrica may delegate to the executive management
of Electrica the undertaking of certain or all the operational activities
(except those indicated in point a.) required to implement the operations
above mentioned on items 3 and 6.

8.   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.

 

***

DETAILS ON THE EGMS

I.          The identification requirements applicable to the
shareholders

The identification requirements applicable for the natural person shareholder
and/or for his/her proxy and/or for the legal representative/proxy of the
legal entity shareholder are:

(a)        for natural persons shareholders:

(i)    to be accompanied by the shareholder's identification document or,
as the case may be, a copy of the shareholder's identification document (ID
for Romanian citizens or passport for foreign citizens), allowing their
identification in the Company's shareholders' register held by Depozitarul
Central SA;

(ii)   the acknowledgement of the proxy capacity shall be based on the
special power of attorney or the general power of attorney issued by the
shareholder; the general power of attorney may be granted only to an
"intermediary" as defined in the capital market legislation, or to a lawyer;
the general power of attorney will be accepted without requiring additional
documents for identification,  if it complies with the legal provisions in
force, is signed by the shareholder and is accompanied by a declaration on
his/ her own risk given by the legal representative of the intermediary or by
the lawyer who has received the power of representation through the general
power of attorney, indicating that:

-   the power of attorney is granted by that shareholder, as a client, to
the intermediary or, as the case may be, to the lawyer;

-   the general power-of-attorney is signed by the shareholder, including by
attaching an extended electronic signature, if applicable.

The signed declaration and, as the case may be, stamped, will be sent in
original together with the general power of attorney.

If the shareholder is represented by a credit institution providing custody
services, the credit institution may vote at the EGMS on the basis of voting
instructions received by electronic means of communication, without the need
of a special or general power of attorney to be issued by the shareholder. The
custodian votes in the general meeting of shareholders exclusively in
accordance with and within the limits of the instructions received from his
clients having the quality of shareholders at the Reference Date.

If the shareholder is represented by a credit institution providing custody
services, the credit institution may participate and vote at the EGMS provided
that it submits to the issuer a declaration on its own risk, signed by the
legal representative of the credit institution, stating:

-   clearly the name of the shareholder on behalf of which the credit
institution participates and votes in the EGMS;

-   that the credit institution provides custody services to that
shareholder.

The declaration signed and, if applicable, stamped will be submitted in
original.

(iii)  copy of the identification document of the proxy or the representative
of the proxy that are natural persons (ID for Romanian citizens or passport
for foreign citizens),

(iv)  in case of votes submitted by a legal person proxy: the proof of the
natural person's capacity that represents the legal person proxy shall be made
by an ascertaining certificate of the legal person representative (not older
than 30 days at the date of the EGMS)/documents similar to the ones mentioned
above (not older than 30 days at the date of the EGMS), or by a power of
attorney issued by the legal representative of the legal person proxy, as it
is registered at the Trade Registry or similar authorities, together with the
ascertaining certificate or similar documents (not older than 30 days at the
date of the EGMS).

AND

(b)        for legal persons shareholders:

(i)    acknowledgement/confirmation of the legal representative capacity
shall be based on the list of shareholders received from Depozitarul Central
SA; nevertheless, if the shareholder/the person having this obligation has not
timely informed Depozitarul Central SA with respect to its legal
representative (so that the shareholders' register reflects this on the
Reference Date), then the ascertaining certificate (not older than 30 days at
the date of the EGMS)/documents similar to those mentioned above (not older
than 30 days at the date of the EGMS) must prove the legal representative
capacity of the legal person shareholder or, in the case of the Romanian
State, a copy of the document proving the legal representative capacity of the
one representing it;

(ii)   acknowledgement of the conventional representative/proxy capacity
shall be based on the special power of attorney issued by the legal
representative of the shareholder, identified according to letter (i) above or
based on the general power of attorney issued by the legal representative of
the shareholder (the latter may be granted only to an "intermediary" as
defined in the capital market legislation, or to a lawyer) or, in the case of
shareholders that are international organizations, based on a special or
general power of attorney (the latter may be granted only to an "intermediary"
as defined in the capital market legislation, or to a lawyer) granted under
the standard procedure used by that organization, accompanied by all the
supporting documents on the quality of the signatories; the general power of
attorney will be accepted without requiring additional documents for
identification, if it complies with the legal provisions in force, is signed
by the shareholder and is accompanied by a declaration on his/ her own risk
given by the legal representative of the intermediary or by the lawyer who has
received the power of representation through the general power-of-attorney,
indicating that:

-   the power of attorney is granted by that shareholder, as a client, to
the intermediary or, as the case may be, to the lawyer;

-   the general power-of-attorney is signed by the shareholder, including by
attaching an extended electronic signature, if applicable.

The signed declaration and, as the case may be, stamped, will be sent in
original together with the general power-of-attorney.

If the shareholder is represented by a credit institution providing custody
services, the credit institution may vote at the EGMS on the basis of voting
instructions received by electronic means of communication, without the need
of a general power of attorney to be issued by the shareholder. The custodian
votes in the general meeting of shareholders exclusively in accordance with
and within the limits of the instructions received from his clients having the
quality of shareholders at the Reference Date.

If the shareholder is represented by a credit institution providing custody
services, the credit institution may participate and vote at the EGMS provided
that it submits to the issuer a declaration on its own risk, signed by the
legal representative of the credit institution, stating:

-   clearly the name of the shareholder on behalf of which the credit
institution participates and votes in the EGMS;

-   that the credit institution provides custody services to that
shareholder.

The declaration signed and, if applicable, stamped will be submitted in
original.

(iii)  copy of the identification document of the legal representative/proxy
(ID for Romanian citizens or passport for foreign citizens);

(iv)  in case of votes submitted by legal person proxy: the proof of the
natural's person capacity that represents the legal person proxy shall be made
by an ascertaining certificate of the legal person proxy (not older than 30
days at the date of the EGMS)/ documents similar to those mentioned above (not
older than 30 days at the date of the EGMS) or by a power of attorney issued
by the legal representative of the legal person proxy, as it is registered at
the Trade Registry or similar authorities, together with the ascertaining
certificate or similar documents (not older than 30 days at the date of the
EGMS).

The documents certifying the capacity of the legal/conventional
representative/proxy that are drafted in a foreign language other than English
shall be accompanied by a translation made by an authorized translator in
Romanian and/or in English.

II.         Information materials regarding the agenda

The following documents shall be made available to the shareholders, in
Romanian and in English, in electronic format on the Company's website at
www.electrica.ro (http://www.electrica.ro) /en/, under section "Investors
section > General Meeting of Shareholders" and in hardcopy at the Company's
Registry Desk located at its headquarters in Bucharest, 9 Grigore
Alexandrescu Street, District 1, which is open from Monday to Thursday between
08:00-17:00 (Romanian time) and on Fridays between 08:00-14:30 (Romanian
time), excluding public holidays and 26 April 2022 - holiday according to the
internal regulation:

(1)     From the date of the publication of the calling in the Official
Gazette and until (and including) the date of the EGMS, in the first or second
calling:

(a) The Extraordinary General Meeting of Shareholders Convening Notice;

(b) The documents related to items 1 -7 on the agenda of the Extraordinary
Meeting of Shareholders.

(2)     Starting with the date of 29 April 2022 and until (and including)
the date of EGMS, on the first calling date or the second calling date:

(a)  the total number of shares and the voting rights on the calling date;

(b)  the full text of the draft resolutions proposed to be adopted by the
EGMS;

(c)  the form of special powers of attorney to be used for voting by
representative;

(d)  the voting ballot form for the vote by correspondence;

(e)  other information/documents regarding the items included on the agenda
of the EGMS.

The documents mentioned at point 1. letter (a) and point 2. (b), (c), (d) and
(e) shall be amended and republished if new items will be added to the EGMS
agenda.

In order to obtain hard copies of the documents mentioned at item 1 above,
shareholders must address requests in writing in this regard at the Company's
Registry Desk (which is open from Monday to Thursday between 08:00-17:00
(Romanian time), and on Fridays between 08:00-14:30 (Romanian time), excepting
the legal holidays and 26 April 2022 - holiday according to the internal
regulation) or to the email address ir@electrica.ro, so that these are
received by the Company starting with  19 April 2022. The Company shall
provide the shareholders, through its Registry Desk, with copies of the
requested documents within maximum 2 business days of the request.

In order to obtain hard copies of the documents mentioned at item 2 above,
shareholders must address requests in writing in this regard at the Company's
Registry Desk (which is open from Monday to Thursday between 08:00-17:00
(Romanian time), and on Fridays between 08:00-14:30 (Romanian time) excepting
the legal holidays and 26 April 2022 - holiday according to the internal
regulation), or to the email address ir@electrica.ro, so that these are
received by the Company starting with 29 April 2022. The Company shall provide
the shareholders, through its Registry Desk, with copies of the requested
documents within maximum 2 business days of the request.

 

III.       Questions regarding the agenda/the Company's activity

The Company's shareholders, subject to fulfilling the identification
requirements set out above in Section I (The identification requirements
applicable to the shareholders), may ask questions in writing, in Romanian or
in English, regarding the items on the agenda of the EGMS, the Company's
activity, prior to the date of the EGMS. These questions shall be addressed to
the Company's Board of Directors and shall be sent either (i) in hardcopy (in
person or by post/courier services, with confirmation of receipt), at the
Company's Registry Desk (which is open from Monday to Thursday between
08:00-17:00 (Romanian time), and on Fridays between 08:00-14:30 (Romanian
time), excepting the legal holidays and 26 April 2022 - holiday according to
the internal regulation), or (ii) via e-mail, with incorporated extended
electronic signature, as per Law no. 455/2001 on the electronic signature, at
ir@electrica.ro, so as to be received by the Company until 8 June 2022,
inclusively, stating clearly in writing in capital letters: "QUESTIONS
REGARDING THE AGENDA/THE COMPANY'S ACTIVITY - FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS DATED 9/10 JUNE 2022".

As regards questions addressed in hardcopy, they must be signed by the
shareholders that are natural persons or by the legal representatives of the
shareholders that are legal persons.

The Company shall answer these questions during the EGMS and it may give a
general answer to questions with the same content. In addition, an answer is
considered given if the relevant information is available on the Company's
website, at www.electrica.ro (http://www.electrica.ro) /en/, under Investors
section -> General Meeting of Shareholders.

IV.        The right of shareholders to add new items on the EGMS
agenda

Shareholders representing, individually or together, at least 5% of the
Company's share capital are entitled, within no more than 15 days from the
publication of the EGMS convening notice, to request in writing that new items
are added on the general meeting's agenda.

These requests made by the shareholders must fulfil the following cumulative
conditions:

(c)        to be accompanied by documents evidencing the fulfilment of
the identification requirements mentioned in section I (The identification
requirements applicable to the shareholders) above, applicable both to the
shareholders that are natural persons and/or to the legal representative of
the shareholders that are legal persons and that request the addition of new
items on the agenda, and that shall be sent to the Company as per the
provisions of letter (c) below;

(d)        each new item to be accompanied by a justification or by a
draft resolution proposed to be adopted by the EGMS. Those shareholders are
also entitled to present in writing draft resolutions for the items included
or proposed to be included on the agenda of the EGMS;

(e)        to be addressed to the Company's Board of Directors and sent
in writing, within the legal deadline, either (i) in hardcopy (in person or by
post/courier services, with confirmation of receipt), at the Company's
Registry Desk at the Company's headquarters (which is open from Monday to
Thursday between 08:00-17:00 (Romanian time), and on Fridays between
08:00-14:30 (Romanian time), excepting the legal holidays and 26 April 2022 -
holiday according to the internal regulation) , or (ii) via e-mail, with
incorporated extended electronic signature, as per Law no. 445/2001 on the
electronic signature, at ir@electrica.ro (mailto:ir@electrica.ro) , so as to
be received by the Company until 5 May 2022, inclusively. Both means of
transmission must state clearly in writing in capital letters: "PROPOSAL OF
NEW ITEMS ON THE AGENDA - FOR THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS DATED 9/10 JUNE 2022";

(f)        for the proposals sent in hardcopy, they must be signed by
the shareholders that are natural persons or by the legal representatives of
the shareholders that are legal persons.

If the case, the supplemented convening notice and the updated corresponding
documents will be available to the shareholders, as of the date of 10 May 2022
, at the Company's Registry Desk (which is open from Monday to Thursday
between 08:00-17:00 (Romanian time), and on Fridays between 08:00-14:30
(Romanian time), excepting the legal holidays and 26 April 2022 - holiday
according to the internal regulation), as well as on the Company's website at
www.electrica.ro (http://www.electrica.ro) /en/, under Investors section ->
General Meeting of Shareholders and the supplemented convening notice will
also be published in the Official Gazette of Romania and a widespread daily
newspaper in accordance with the legal provisions.

V.         Participation of the shareholders to the EGMS

The shareholders registered on the Reference Date in the Company's
shareholders' register kept by Depozitarul Central SA may attend the EGMS and
vote:

-     in person by direct vote;

-     through a representative with a special or general power of attorney
(the latter may be granted only to an "intermediary" as defined in the capital
market legislation, or to a lawyer); or by a credit institution providing
custody services;

-     by correspondence;

-     by electronic means using the platform electrica.voting.ro.

(g)        Voting in person

In case of voting in person, the shareholders that are natural persons and the
shareholders that are legal persons shall be entitled to participate in the
EGMS by the mere proof of their identity, and their legal representatives',
respectively, as the case may be, according to the identification requirements
mentioned in Section I (The identification requirements applicable to the
shareholders) above.

(h)        Voting through a representative with a special or a general
power of attorney or by a credit institution providing custody services

The representation of shareholders in the EGMS may be done through a
representative/proxy, who may be another shareholder or a third party, by
filling in and signing the form for the special power of attorney. In case of
the discussion within the EGMS, in accordance with the legal provisions, of
items not included on the published agenda, the proxy may vote in their
respect according to the interest of the represented shareholder.

A shareholder may also grant a valid general power of attorney for a period
that shall not exceed 3 years, unless the parties did not stipulated a longer
period, allowing its representative to vote in all maters debated by the EGMS,
including the acts of disposal, under the condition that the power of attorney
is granted by the shareholder, as client, to an "intermediary", as defined in
the capital market legislation, or to a lawyer. In case the shareholder is
represented by a credit institution providing custody services, the latter may
vote in the EGMS based on the voting instructions received by way of
electronic communication means, without being necessary the issuance of a
special power-of-attorney or a general one. The custodian bank shall vote
solely in accordance with and within the limits of instructions received from
its clients, in their capacity as shareholders at the Reference Date. The
general powers of attorney, as the case may be and the votes casted by credit
institutions providing custody services shall be accompanied by the
declarations indicated at Section 1 above (The identification requirements
applicable to the shareholders).

A shareholder may appoint only one person to represent it at the EGMS meeting.
Nevertheless, a shareholder may appoint by its power of attorney one or more
substitute representatives to ensure its representation in the EGMS in case
the appointed representative is unable to fulfil its mandate. If by the power
of attorney more substitute representatives are appointed, the shareholder
shall determine the order in which they will exercise their mandate.

 

If the shareholder is represented by a credit institution providing custody
services, the credit institution may participate and vote at the EGMS provided
that it submits to the issuer a declaration on its own risk, signed by the
legal representative of the credit institution, stating:

-     clearly the name of the shareholder on behalf of which the credit
institution participates and votes in the EGMS;

-     that the credit institution provides custody services to that
shareholder.

The special power of attorney, the declaration of the legal representative of
the intermediary or, as the case may be, of the lawyer or of the credit
institution providing custody services and the general power of attorney
(before being used for the first time), mentioned above, filled in and signed
by the shareholders, shall be submitted in writing either (i) in original (in
what concerns the special power of attorney, the declaration of the legal
representative of the intermediary or, as the case may be, of the lawyer and
of the credit institution providing custody services) or in copy containing
the mention of its conformity with the original under the representative's
signature (in what concerns the general power of attorney) in hardcopy (in
person or by post/ courier service, with confirmation of receipt) at the
Company's Registry Desk at the Company's headquarters (which is open from
Monday to Thursday between 08:00-17:00 (Romanian time), and on Fridays between
08:00-14:30 (Romanian time), excepting the legal holidays and 26 April 2022 -
holiday according to the internal regulation), or (ii) via e-mail, with
incorporated extended electronic signature, as per Law no. 445/2001 on the
electronic signature, at ir@electrica.ro, so as to be received until 6 June
2022, inclusively (namely at least 2 business days before the EGMS takes
place), under penalty of losing the right to vote in the EGMS, signed, without
any further formalities in connection with the form of these documents. Both
means of transmitting the powers of attorney must state clearly in writing in
capital letters: "POWER OF ATTORNEY - FOR THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS DATED 9/10 JUNE 2022".

For identification purposes, the special power of attorney shall be
accompanied by documents attesting the fulfilment of the identification
requirements mentioned in section I (The identification requirements
applicable to the shareholders).

 

The general power of attorney granted by a shareholder, as client, to an
intermediary, as defined in the capital market legislation, or to a lawyer,
shall be valid without presenting other additional documents relating to that
shareholder, if the power of attorney is drafted according  Regulation no.
5/2018 on the issuers of financial instruments and market operations, is
signed by the shareholder in question and is accompanied by an affidavit given
by the legal representative of the intermediary or by the lawyer that has
received the mandate by the general power of attorney, evidencing that: (i)
the power of attorney is granted by that shareholder, as client, to the
intermediary, as defined in the capital market legislation, or to the lawyer,
as the case may be, and (ii) the general power of attorney is signed by the
shareholder, inclusively by adding an extended electronic signature, if the
case.

The special and general powers of attorney are valid for both the first
calling of the EGMS and the second calling of the EGMS, should the legal
and/or statutory quorum provided for holding the EGMS at the first calling not
be met.

The special or, as the case may be, general powers of attorney or the
documents attesting the capacity of the legal representatives shall be
retained by the Company and a mention in this regard shall be made in the
minutes of the meeting.

The shareholders cannot be represented in the EGMS through a general power of
attorney by a person that is in a situation of conflict of interests according
to art. 105 para. 15, of Law no. 24/2017 regarding the issuers of financial
instruments and market operations, republished. The proxy cannot be
substituted by another person unless this right has been expressly conferred
to him by the shareholder (without prejudice to the shareholder's right to
appoint an substitute representative). If the proxy is a legal person, it may
execute the granted proxy through any person that is part of the
administrative or management body or any of its employees, subject to the
identification requirements set out in Section I above (The identification
requirements applicable to the shareholders).

The special power of attorney form:

(a)        shall be made available to the shareholders by the Company
as of 29 April 2022, on the Company's website at www.electrica.ro
(http://www.electrica.ro) /en/, under Investors section > General Meeting
of Shareholders;

(b)        the special power of attorney form shall be updated by the
Company if there will be new items added on the agenda of the EGMS and the
updated version shall be published on the Company's website at
www.electrica.ro (http://www.electrica.ro) /en/, under Investors section ->
General Meeting of Shareholders, on 10 May 2022. In case the agenda is
supplemented/updated and the shareholders do not send updated special powers
of attorney, the powers of attorney submitted prior to the supplement/update
of the agenda shall be taken into consideration only for the items that are
also found on the initial agenda;

(c)        shall be filled in by the shareholder in three (3)
originals: one for the shareholder, one for the proxy, and one for the
Company.

The Company accepts the appointment of representatives by electronic
notification sent to the e-mail address ir@electrica.ro according to Law No.
455/2001 on the electronic signature. In this case, the power of attorney
shall be submitted by extended electronic signature.

(i)         Voting by correspondence

Casting the shareholders' vote in the EGMS may also be done by correspondence,
by duly filling in, signing, and transmitting the voting ballot form for
voting by correspondence.

The voting ballot forms for voting by correspondence, filled in and signed by
the shareholders shall or by the representatives of the shareholders,
appointed according to the legal provisions shall be submitted in writing
either (i) in original, in hardcopy (in person or by post/courier service,
with confirmation of receipt) at the Company's Registry Desk at the Company's
headquarters (which is open from Monday to Thursday between 08:00-17:00
(Romanian time), and on Fridays between 08:00-14:30 (Romanian time), excepting
the legal holidays and 26 April 2022 - holiday according to the internal
regulation), or (ii) via e-mail, with incorporated extended electronic
signature, as per Law no. 455/2001 on the electronic signature, at
ir@electrica.ro, so as to be received until 6 June 2022, inclusively, namely
at least 2 (two) business days before the EGMS takes place, under penalty of
losing the right to vote in the EGMS, signed, without any further formalities
in connection with the form of these documents. Both means of transmitting the
powers of attorney must state clearly in writing in capital letters: "VOTING
BALLOT FORMS FOR VOTING BY CORRESPONDENCE - FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS DATED 9/10 JUNE 2022".

The voting ballot forms for voting by correspondence shall be accompanied by
the applicable documents attesting the fulfilment of the identification
requirements mentioned in Section I above (The identification requirements
applicable to the shareholders) and submitting the empowerments / related
declarations.

The voting ballot forms for voting by correspondence thus received are valid
for both the first calling of the EGMS and the second calling of the EGMS,
should the legal and/or statutory quorum conditions provided for holding the
EGMS at the first calling not be met.

The voting ballot form for voting by correspondence:

(d)        shall be made available to the shareholders by the Company
as of 29 April 2022 on the Company's website at www.electrica.ro
(http://www.electrica.ro) /en/, under Investors section > General Meeting
of Shareholders.

(e)        shall be updated by the Company if there will be new items
added on the agenda of the EGMS and the updated version shall be published on
the Company's website at www.electrica.ro (http://www.electrica.ro) /en/,
under Investors section > General Meeting of Shareholders, on

10 May 2022. In case the agenda is supplemented/updated and the shareholders,
or, as case, their proxy, do not send updated voting ballot forms for voting
by correspondence, the voting ballot forms for voting by correspondence
submitted prior to the supplement/update of the agenda shall be taken into
consideration only for the items that are also found on the initial agenda.

(j)        Electronic vote

Shareholders registered in Company's Shareholders Register held by Depozitarul
Central S,A, at the Reference Date who are not physically present at the
meeting,may also participate and vote in the EGMS by using electronic means of
voting according to art. 197 of FSA Regulation no. 5/2018, par (1)-(4) on any
device connected to the Internet, using a dedicated platform available by
accessing the following link https: electrica.voting.ro.

For using the platform, a shareholder needs to create an user account (user
and password), and for the authentication must provide the following
information:

In the case of individuals:

-   First name and surname;

-   Email address;

-   Personal identification number;

-   Copy of identity document (ID, passport, residence permit)

-   Documents certifying compliance with the identification requirements set
out in Section I above (Identification requirements for shareholders);

-   Phone number (optional)

In the case of legal persons:

-   Name of the legal entity;

-   Unique Registration Code (CUI);

-   First name and surname of the legal representative;

-   Personal identification code of the legal representative;

-   Email address;

-   Documents certifying compliance with the identification requirements set
out in Section I above (Identification requirements for shareholders);

-   Phone number (optional).

Documents presented in a foreign language other than English will be
accompanied by the certified legalized translation in Romanian or English.

 The above-mentioned documents shall be uploaded on electrica.voting.ro
platform, in the dedicated fields. The files that can be uploaded should have
one of the following extensions: .jpg, .pdf, .png.

The shareholders can log in and vote whenever they want within the designated
voting period by correspondence and/or live, the last voting option (before
the expiration of the voting session) being the registered one. If the
shareholder did not receive confirmation of his vote through the platform,
then the vote was not registered.

Electrica is not and cannot be held responsible for the impossibility of
shareholders' participation and voting by electronic means, if the shareholder
does not have the appropriate technical means, namely internet connection and
one of the following electronic devices: computer, laptop, smartphone, or
tablet.

The procedure for attending and voting by electronic means will be made
available to shareholders on the company's website: www.electrica.ro/en,
Section "Investors" - "General Meeting of Shareholders" starting with the date
of publishing the present Convening Notice.

(k)        The shareholders access in the meeting room, on the date set
for holding the meeting, is allowed: (i) as regards shareholders that are
natural persons or the legal representative of the shareholders that are legal
persons, though the simple proof of identity, which consists of presenting in
original the identification document, and (ii) as regards shareholders that
are legal persons and of shareholders that are natural persons and participate
by representative, through the power of attorney given to the person that
represents them and presenting in original the identification document of the
legal representative/proxy.

The verification and validation of the submitted special/general powers of
attorney, as well as the centralization, verification, validation, and
recording of votes by correspondence shall be made by a commission established
within the Company, the members of which shall keep safe the document and
ensure confidentiality of the votes casted as such. The powers of attorney
shall be also verified by the technical secretary of the EGMS.

(l)         The access of other persons in the meeting room

Any specialist, consultant, expert or financial analyst can participate at the
general shareholders meeting on the basis of a prior invitation by the Board
of Directors.

The accredited journalists can participate, as well, to the general meeting of
shareholders, except the case in which the Chairman of the Board of Directors
decides otherwise. These will be able to participate on the basis of the
identity card and a badge which certifies the journalist capacity.

The access of the above-mentioned persons in the meeting room, on the date
established for the conducting of the respective general shareholders meeting,
is allowed by proof of identity, which consists of the presenting the original
identification document, and for the specialists, consultants, experts or
financial analysts and by invitation by the Board of Directors.

Additional information regarding the EGMS may be obtained from the Secretary
General of the Board of Directors, at the telephone number: +4021.208.5038,
from the Investors Relation Department, at the telephone number:
+4021.208.5035, through e-mail at ir@electrica.ro (mailto:ir@electrica.ro) and
on the Company's website at www.electrica.ro (http://www.electrica.ro) /en/,
under the Investors section -> General Meeting of Shareholders".

15 April 2022

CHAIRMAN OF THE BOARD OF DIRECTORS

Iulian Cristian Bosoancă

 

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