REG - Soc EnergElectricaSA - Resolutions of OGMS dated 20 April 2022

Societatea Energetica Electrica SAAnnouncement

20/04/2022 10:00

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RNS Number : 7389I  Societatea Energetica Electrica SA  20 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 on issuers of financial
instruments and market operations, the Romanian Capital Market Law no.
297/2004, FSA Regulation no. 5/2018, and the Bucharest Stock Exchange Code

Report date: 20 April 2022

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

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

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

Fiscal Code: RO 13267221

Trade Register registration number: J40/7425/2000

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

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

Significant events to be reported:

The resolution of the Ordinary General Meeting of Shareholders of Societatea
Energetica Electrica S.A. ("Electrica" or the "Company") of 20 April 2022

Electrica hereby informs that, on 20 April 2022, 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 10:00 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 22 March 2022, set
as reference date, in person, by representative or through vote by
correspondence, the quorum met being aprox. 85.32% of the total voting rights
and 83.63%  of the share capital of the Company.

The meeting was chaired by Mr. Iulian Cristian Bosoancă, the Chair of the
Board of Directors of Electrica.

Within the OGMS, Electrica's shareholders approved the following items on the
agenda (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 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.   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.   The 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.

a)    Net profit remaining after the deduction of the income tax on 31
December 2021 in the amount of RON 321,819,884;

b)    Distribution of profit to the following destinations:

·      Legal reserve (5% from 2021 pre-tax profit): RON 16,128,587;

·      Other reserves: RON 152,892,445;

·      Dividends to be distributed to shareholders having a total value
of RON 152,798,852

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

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

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

7.   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.   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.   The Remuneration Report for Directors and Executive Managers of
Electrica, for 2021, submitted 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.Establishment of the mandate's duration for the directors elected
by applying the cumulative voting method, for a period of 4 (four) years.

10. The 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. The 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. The 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.

 

 

Chairman of the Board of Directors
 
 

Iulian Cristian Bosoancă
 
 

 

 

 

 

 

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