REG - Soc EnergElectricaSA - Resolutions of the EGMS dated 9 June 2022

Societatea Energetica Electrica SAAnnouncement

09/06/2022 10:15

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RNS Number : 3201O  Societatea Energetica Electrica SA  09 June 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: 9 June 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: Resolutions of the Extraordinary General
Meeting of Shareholders as of 9 June 2022

Electrica hereby informs that, on 9 June 2022, the Extraordinary General
Meeting of Shareholders (EGMS) 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 EGMS of Electrica was attended by the shareholders registered in the
shareholder's register kept by Depozitarul Central S.A. as of 11 May 2022, set
as Reference Date, in person, by representative, through vote by
correspondence or by electronic means, the quorum met being 72.32% of the
total voting rights and 70.88% of the share capital of the Company.

The meeting was chaired by Mr. Adrian - Florin Lotrean, Member of the Board of
Directors of Electrica.

Within the EGMS, Electrica's shareholders approved the following items on the
agenda (as per the numbering on the agenda with a majority of the votes held
by the present or validly represented shareholders, by the shareholders that
voted by correspondence or by electronic means:

 

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.     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.     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.

 

Member of the Board of Directors

Adrian - Florin Lotrean

 

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