REG - Soc EnergElectricaSA - Notice of OGMS - EGMS on 20 April 2022

Societatea Energetica Electrica SAAnnouncement

28/02/2022 16:45

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RNS Number : 0837D  Societatea Energetica Electrica SA  28 February 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, Regulation FSA no. 5/2018 on issuers of
financial instruments and market operations, and the Bucharest Stock Exchange
Code

Report date: 28 February 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 Ordinary General Meeting of Shareholders and Extraordinary
General Meeting of Shareholders of Societatea Energetica Electrica S.A. on 20
April 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
Regulation No. 5/2018 on issuers of financial instruments and market
operations, Societatea Energetica Electrica S.A. (Electrica or the Company)
convenes the Ordinary General Meeting of Shareholders (OGMS) on 20 April 2022,

10:00 o'clock (Romanian time) and the Extraordinary General Meeting of
Shareholders (EGMS) on 20 April 2022, 12:00 o'clock (Romanian time).

The information materials related to the agenda of Electrica's OGMS and 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 section, starting with 28
February 2022 and in hardcopy at Electrica's Registry Desk located at its
headquarters, starting 1 March 2022, except for the materials related to items
5 and 6 on the OGMS agenda, which will be made available to the shareholders
starting with 11 March 2022.

The convening of Electrica's OGMS and EGMS was approved in the Company's Board
of Directors meeting dated 28 February 2022. On 1 March 2022, the Convening
Notice of the OGMS and EGMS will be published in the Official Gazette of
Romania, Part IV and afterwards in Romania Libera, a national newspaper.

Attached: Convening Notice of the Ordinary General Meeting of Shareholders and
the Extraordinary General Meeting of Shareholders of Societatea Energetica
Electrica SA on 20 April 2022.

 

CEO

Georgeta Corina Popescu

 

 

 

 

 

 

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

 

 

CONVening notice

of the Ordinary general meeting of shareholders and 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 Commercial Registry 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 minutes of the meeting of the board of directors (the Board of
Directors) of the Company dated 28 February 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 Ordinary General Meeting of Shareholders (OGMS) and the
Company's Extraordinary General Meeting of Shareholders (EGMS) on 20 April
2022, as it follows:

·    OGMS 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;

and

·    EGMS starting at 12:00 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 OGMS and the EGMS,
respectively, not be met on the date mentioned above as the date of the first
calling, a second OGMS and a second EGMS, respectively, shall be convened and
established for 21 April 2022, having the same agenda, as it follows:

·    OGMS 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;

and

·    EGMS starting at 12:00 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 22 March
2022 (Reference Date) have the right to attend and cast their votes in the
OGMS and respectively the EGMS. Should there be a second calling of the OGMS
and respectively of the EGMS, the Reference Date remains the same.

The agenda of the OGMS will be the following:

1.   Approval of the Separate Annual Financial Statements of Electrica at
the date and for the financial year ended 31 December 2021, prepared in
accordance with the Order of the Minister of Public Finance no. 2844/2016
approving the accounting regulations compliant with the International
Financial Reporting Standards, based on the Directors' Report for the year
2021 and the Independent Auditor's Report on the Separate Annual Financial
Statements at the date and for the financial year ended 31 December 2021.

2.   Approval of the Consolidated Annual Financial Statements of Electrica
at the date and for the financial year ended 31 December 2021, prepared in
accordance with the International Financial Reporting Standards adopted by the
European Union, based on the Directors' Report for the year 2021 and the
Independent Auditor's Report on the Consolidated Annual Financial Statements
at the date and for the financial year ended 31 December 2021.

3.   Approval of Electrica's Board of Directors proposal on the distribution
of the net profit for the financial year 2021, the approval of the total gross
dividend value of RON 152,798,852, of the gross dividend per share of RON
0.4500 and of the date of payment of the dividends for the year 2021 the date
17.06.2022, as set out in the note to the shareholders.

4.   Approval of the discharge of liability of the members of Electrica's
Board of Directors for the financial year 2021.

5.   Approval of the income and expenses budget of Electrica for financial
year 2022, at individual level.

6.   Approval of the income and expenses budget of Electrica for financial
year 2022, at consolidated level.

7.   Approval of the amendment of Electrica's Remuneration Policy for
Directors and Executive Managers in force, by revising the provisions of Art.
6.2 (ii) letter (a), regarding the weights of the key performance indicators
(KPI), as follows:

"- specific KPI's to the attributions of each executive manager, correlated
with the strategic objectives of the respective area of activity (representing
50-40% of the total variable remuneration);

- individual KPI's (representing 20% of total variable remuneration), for the
performance and behaviour of the executive manager, based on general
management skills and personal capabilities".

The other provisions of art. 6.2 (ii) lit. (a) regarding of the key
performance indicators shall remain unchanged.

8.   Approval of the amendment of Electrica's Remuneration Policy for
Directors and Executive Managers in force by supplementing the provisions of
of Art. 6.2 (ii) letter (a), regarding the principles underlying the
calculation of the result of the annual evaluation of the Executive Managers,
as follows:

"- based on the principle of prevalence of the financial performance versus
operational performance, the annual variable remuneration will be granted only
if the achieved financial performance meets the threshold. In the event of a
net negative result the variable remuneration shall not be granted ".

The other provisions of the Policy shall remain unchanged.

9.   Submission of the Remuneration Report for Directors and Executive
Managers of Electrica, for 2021, to the consultative vote of the OGMS,
considering the provisions of art. 107 paragraph (6) of Law no. 24/2017 on
issuers of financial instruments and market operations, republished.

10. Establishment of the date of 25.05.2022 as registration 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. 87 of
Law no. 24/2017 on issuers of financial instruments and market operations,
republished.

11. Establishment of the date of 24.05.2022 as ex-date, the date on which
financial instruments are traded without rights deriving from Electrica OGMS.

12. 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
the Bucharest Tribunal, as well as the publication of the OGMS resolution
according to the law.

The agenda of the EGMS will be the following:

1.   Approval of the ceiling of up to RON900,000,000 for the bond issues of
Electrica for the period 2022-2023, which may be denominated in both RON and
other currencies and may be issued on the basis of a flexible structure with a
fixed or variable interest rate (including the possibility of including a
step-up or step-down mechanism for Bonds whose terms and conditions will be
correlated with Electrica's sustainability objectives), through one or more
separate issues. The bonds will be nominative, non-convertible,
non-guaranteed, in dematerialized form by registration in the account, will be
part of the same class of securities and will be issued for a maximum maturity
of up to 7 years and will be sold through the Offer for Sale addressed to
institutional investors, through a financial investment services
company/credit institution/intermediary syndicate ("Intermediary"), according
to the capital market legislation, will be registered with Depozitarul Central
and will be admitted to trading on the regulated market administered by
Bucharest Stock Exchange.

2.   Empowerment of the Board of Directors of Electrica to take all
measures, in the name and on behalf of Electrica, in accordance with the main
terms and conditions approved by the EGMS according to item 1, in order to
initiate, carry out and complete the bond issuance operations within the
ceiling of RON900,000,000, including by, but not limited to, the following:

a) establishing the value limits of each bond issue;

b) establishing the currency and maturity of each bond issue;

c) negotiating and approving bond issue prospectuses or the Final Terms (in
case of a Programme of issuance with a base prospectus)  and any other
issuance conditions,

d) establishing in detail the parameters of the offers, as a result of the
proposals of the Intermediary;

e) approving the final terms of each of the individual tranches of Bonds to be
established by decision of the Board of Directors on the occasion of each
issue, in compliance with the legal provisions applicable on the date of each
such issue, these terms resulting from the market prospecting process and as a
result of the bookrunning process;

f) establishing the effective subscription period and the subscription
procedure;

g) signing all the documents necessary for the initiation and development of
Bond Sale Offers, including the hiring of legal consultants specialized in
capital market legislation as well as any other document necessary for the
admission to trading of pre-bonds and their registration in any necessary
register, as well as any other acts or documents necessary for the realization
and completion of the bond issues even if they are not mentioned in this
decision;

h) the signing, through his representative, of any other acts or documents,
even if they are not mentioned in this decision, but which are necessary in
order to fulfill the above purposes for the proper fulfillment of the present
decision.

 

The Board of Directors may delegate to the executive management of ELSA the
undertaking of certain or all of the operational activities required to
implement the operations of bond issuance above mentioned on item 1.

3    Empowerment of the Chairman of the Meeting, of the secretary of the
meeting and of the technical secretary to jointly sign the EGMS resolution and
to perform individually and not jointly any act or formality required by law
for the registration of the EGMS resolution with the Trade Register Office of
the Bucharest Tribunal, as well as the publication of the EGMS resolution
according to the law.

 

***

 

DETAILS ON THE OGMS AND 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 declaration signed 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 OGMS/EGMS based on 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 OGMS/EGMS
provided that it submits 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 OGMS/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 OGMS/EGMS)/documents similar to the ones
mentioned above (not older than 30 days at the date of the OGMS/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 (no older than
30 days at the date of the OGMS/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 OGMS / EGMS)/documents similar to those mentioned above (not
older than 30 days at the date of the OGMS / 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 declaration signed 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 OGMS/EGMS based on 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 OGMS/EGMS
provided that it submits 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 OGMS/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 OGMS/EGMS)/ documents similar to those mentioned above
(not older than 30 days at the date of the OGMS/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 (no older than 30 days at the
date of the OGMS/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) , 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) except for legal holidays:

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

(a)   the Ordinary General Meeting of Shareholders and Extraordinary General
Meeting of Shareholders Convening Notice;

(b)   the Separate Annual Financial Statements of Electrica for the
financial year 2021, together with the Independent Auditor's Report and
Directors' report for 2021;

(c)   the Consolidated Annual Financial Statements of Electrica for the
financial year 2021, together with the Independent Auditor's Report and
Directors' report for 2021;

(d)   the note regarding the Board of Director's proposal of the
distribution of the profit for the financial year 2021, respectively the total
value of the dividends, the gross dividend per share and the date of dividend
payment;

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

(2)     Starting with 11 March 2022 and until (and including) the date of
OGMS, respectively the date of the EGMS, at the first calling date or the
second calling date:

(a)   the income and expenses budgets of Electrica for financial year 2022,
at individual and consolidated level.

(b)  the total number of shares and the voting rights at the calling date;

(c)  the full text of the draft resolutions proposed to be adopted by the
OGMS, respectively by the EGMS;

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

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

(f)  other information/documents regarding the items included on the agenda
of the OGMS, respectively of the EGMS.

The documents mentioned at point 1 letter (a) and letter (f) and point 2. (c),
(d), (e) and (f) shall be updated and republished if new items will be added
to the OGMS, respectively on 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) except for
legal holidays, or to the email address ir@electrica.ro, so that these are
received by the Company starting with 1 March 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) except for
legal holidays, to the email address ir@electrica.ro, so that these are
received by the Company starting with 11 March 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 OGMS/EGMS, the Company's
activity, prior to the date of the OGMS/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), except for legal holidays, 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  19 April 2022, inclusively,  stating clearly in writing in
capital letters: "QUESTIONS REGARDING THE AGENDA/THE COMPANY'S ACTIVITY - FOR
THE ORDINARY/EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 20/21 APRIL
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 OGMS/EGMS meeting and it
may give a general answer to questions with the same content. Also, an answer
is considered given if the relevant information is available on the Company's
website, at www.electrica.ro (http://www.electrica.ro) , under Investors
section -> General Meeting of Shareholders.

IV.        The right of shareholders to add new items on the OGMS/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 OGMS convening notice, respectively 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 OGMS, respectively 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
OGMS/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, 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 by the
Company until 17 March 2022, inclusively. Both means of transmission must
state clearly in writing in capital letters: "PROPOSAL OF NEW ITEMS ON THE
AGENDA - FOR THE ORDINARY/ EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED
20/21 APRIL 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 21 March
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, as well as on the Company's
website at www.electrica.ro (http://www.electrica.ro) , 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 OGMS/EGMS

The shareholders registered on the Reference Date in the Company's
shareholders' register kept by Depozitarul Central SA may attend the OGMS/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.

(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
OGMS/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 OGMS and/or 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 OGMS/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
OGMS/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 being represented by a credit institution providing custody
services, the latter may vote in the OGMS/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 OGMS/EGMS
meeting. Nevertheless, a shareholder may appoint by its power of attorney one
or more substitute representatives to ensure its representation in the
OGMS/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 OGMS/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 OGMS/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, 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 13
April 2022, inclusively (namely at least 2 (two) business days before the
OGMS/EGMS takes place), under penalty of losing the right to vote in the
OGMS/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
ORDINARY/ EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 20/21 APRIL
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 to 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 OGMS/EGMS and the second calling of the OGMS/EGMS, should the
legal and/or statutory quorum provided for holding the OGMS/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 OGMS/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
on him by the proxy 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

11 March 2022, on the Company's website at www.electrica.ro
(http://www.electrica.ro) , 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 OGMS/EGMS and
the updated version shall be published on the Company's website at
www.electrica.ro (http://www.electrica.ro) , under Investors section ->
General Meeting of Shareholders, on 21 March 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 were
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 OGMS/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 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, 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 13 April 2022, inclusively, namely at least 2 (two)
business days before the OGMS/EGMS takes place, under penalty of losing the
right to vote in the OGMS/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 ORDINARY/EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS DATED 20/21 APRIL 2022".

The voting ballot forms for voting by correspondence shall be accompanied by
documents attesting the fulfilment of the applicable 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 OGMS/EGMS and the second calling of the
OGMS/EGMS, should the legal and/or statutory quorum conditions provided for
holding the OGMS/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

11 March 2022 on the Company's website at www.electrica.ro
(http://www.electrica.ro) , 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 OGMS/EGMS and the updated version shall be
published on the Company's website at www.electrica.ro
(http://www.electrica.ro) , under Investors section -> General Meeting of
Shareholders, on 21 March 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)        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 OGMS/EGMS.

(k)        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 OGMS/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) , under the Investors section -> General Meeting
of Shareholders".

 

28 February 2022

CHAIRMAN OF THE BOARD OF DIRECTORS

Cristian Bosoancă

 

 

 

 

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