REG - Soc EnergElectricaSA - OGMS Resolution - 25 April 2024

Societatea Energetica Electrica SAAnnouncement

25/04/2024 09:30

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RNS Number : 0211M  Societatea Energetica Electrica SA  25 April 2024

To:                              Bucharest Stock
Exchange (BSE)

                                    London
Stock Exchange (LSE)

                                    Romanian Financial
Supervisory Authority (FSA)

 

Current report in compliance with the Law 24/2017 on issuers of financial
instruments and market operations, the Romanian Capital Market Law no.
297/2004, FSA Regulation no. 5/2018 on issuers of financial instruments and
market operations, and the Bucharest Stock Exchange Code

Report date: 25 April 2024

Company name: Societatea Energetica Electrica S.A. (Electrica)

Headquarters: 9 Grigore Alexandrescu Street, 1(st) District, Bucharest,
Romania

Phone/fax no.: 004-021-2085999/004-021-2085998

Fiscal Code: RO 13267221

Trade Register registration number: J40/7425/2000

Subscribed and paid in share capital: RON 3,464,435,970

Regulated market where the issued securities are traded: Bucharest Stock
Exchange (BSE) and London Stock Exchange (LSE)

Significant events to be reported:

The resolution of the Ordinary General Meeting of Shareholders of Societatea
Energetica Electrica S.A. ("Electrica" or the "Company") of 25 April 2024

Electrica hereby informs that, on 25 April 2024, the Ordinary General Meeting
of Shareholders (OGMS) of Electrica took place at the Company's headquarters
in Bucharest, 9 Grigore Alexandrescu Str., District 1, postal code 010621,
"Radu Zane" conference room, starting at 10:07 o'clock (Romanian time),
respectively, being duly held in accordance with the legal and statutory
provisions upon the first calling.

The OGMS of Electrica was attended by the shareholders registered in the
shareholder's register kept by Depozitarul Central S.A. on 27 March 2024, set
as reference date, in person, by representative or through vote by
correspondence, the quorum met being aprox. 90.6464% of the total voting
rights and 88.8435% of the share capital of the Company.

The meeting was chaired by Mr. Dumitru Chirita, Chairman of Electrica's Board
of Directors.

Within the OGMS, Electrica's shareholders approved the following (as per the
numbering on the agenda) with a majority of the votes expressed by the present
or represented shareholders or by the shareholders that voted by
correspondence:

1.   The Separate Annual Financial Statements of Electrica at the date and
for the financial year ended 31 December 2023, prepared in accordance with the
Order of the Minister of Public Finance (OMFP) no. 2844/2016 approving the
accounting regulations compliant with the International Financial Reporting
Standards, as subsequently amended, based on the Directors' Report for the
year 2023 and the Independent Auditor's Report on the Separate Annual
Financial Statements at the date and for the financial year ended 31 December
2023.

2.   The Consolidated Annual Financial Statements of Electrica at the date
and for the financial year ended 31 December 2023, 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, as subsequently amended, based on the Directors' Report for the
year 2023 and the Independent Auditor's Report on the Consolidated Annual
Financial Statements at the date and for the financial year ended 31 December
2023.

3.   The Consolidated Annual Financial Statements of Electrica at the date
and for the financial year ended 31 December 2023, prepared in accordance with
the International Financial Reporting Standards adopted by the European Union,
based on the Directors' Report for the year 2023 and the Independent Auditor's
Report on the Consolidated Annual Financial Statements at the date and for the
financial year ended 31 December 2023.

4.   Electrica's Board of Directors proposal on the distribution of the net
profit for the financial year 2023, the approval of the total gross dividend
value of RON 39,999,344 of the gross dividend per share of RON 0.1178 and of
the date of payment of the dividends for the year 2023 as 21 June 2024, as set
out in the note to the shareholders.

5.   The discharge of liability of the members of Electrica's Board of
Directors for the financial year 2023.

6.   The income and expenses budget of Electrica for financial year 2024, at
individual level.

7.   The income and expenses budget of Electrica for financial year 2024, at
consolidated level.

8.   The Remuneration the Remuneration Report for Directors and Executive
Managers of Electrica for 2023, 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.

9.   The date of 31 May 2024 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, as subsequently amended.

10.       The date of 30 May 2024 as ex-date, the date on which financial
instruments are traded without rights deriving from Electrica OGMS.

11.       Considering the ipso iure termination of the mandate of
non-executive director of Cristodorescu George pursuant to art. 169 paragraph
10 of Law 85/2014 regarding insolvency prevention and insolvency proceedings,
as subsequently amended and supplemented, of the following:

i.    the filing of a civil damage action in court for the liability of Mr.
Cristodorescu George, former director of the company, for not
fulfilled/improperly fulfilled obligations, according to art. 155 of Law no.
31/1990, republished, as subsequently amended, which caused damage to
Societatea Energetică Electrica SA in the period 08 July 2021-15 May 2023;

ii.   the empowerment of the legal representatives of the Company (with the
possibility of delegating the representation in court to persons with legal
training, including law firms), for signing and filing the summons request.

13. Empowerment of the Chair 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.

Also, at item 11 on the agenda, the OGMS took note about the prescription of
the shareholders' right to dividends for the years 2017, 2018 and 2019, as per
the Note made available to the shareholders, according to the law.

 

Chairman of the meeting

Dumitru Chirita

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