REG - Soc EnergElectricaSA - Resolutions of the EGMS dated 20 April 2022

Societatea Energetica Electrica SAAnnouncement

20/04/2022 11:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220420:nRST7606Ia&default-theme=true

RNS Number : 7606I  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 Extraordinary 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 Extraordinary General
Meeting of Shareholders (EGMS) of Electrica took place at the Company's
headquarters in Bucharest, 9 Grigore Alexandrescu Street, District 1, postal
code 010621, "Radu Zane" conference room, starting at 12:00 o'clock (Romanian
time), respectively, being duly held in accordance with the legal and
statutory provisions upon the first calling.

The EGMS of Electrica was attended by the shareholders registered in the
shareholder's register kept by Depozitarul Central S.A. as of 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 aprox. 83.63% of the share capital of the Company.

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

Within the EGMS, Electrica's shareholders approved all the items on the agenda
with a majority of the votes held by the present or validly represented
shareholders or by the shareholders that voted by correspondence,
respectively:

1.  The ceiling of up to RON 900,000,000 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 RON 900,000,000, 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.

 

Chair of the Board of Directors
 
 

Iulian Cristian
Bosoancă
 

 

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROMSELSUSEESEIL