REG - Soc EnergElectricaSA - 21 August 2020 EGSM resolutions

Societatea Energetica Electrica SAAnnouncement

21/08/2020 09:25

RNS Number : 8318W
  
Societatea Energetica Electrica SA
  
21 August 2020
  
 

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: 21 August 2020
Company name: Societatea Energetica Electrica S.A. (Electrica)
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) 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 21 August 2020
Electrica hereby informs that, on 21 August 2020, the Extraordinary General Meeting of Shareholders (EGMS) of Electrica took place at Electrica's headquarters in Bucharest, District 1, 9 Grigore Alexandrescu Street, postal code 010621, "Radu Zane" Conference Room, starting at 10:04 o'clock (Romanian time), 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. on 27 July 2020, set as reference date, in person, by representative or through vote by correspondence, the quorum met being 73.11% of the total voting rights and 71.66% of the share capital of the Company.
The meeting was chaired by Mr. Iulian Cristian Bosoanca, the Chair 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 100% of the votes held by the present or validly represented shareholders or by the shareholders that voted by correspondence:
2.     Empowerment of the representative of Societatea Energetică Electrica S.A. to participate in the extraordinary general meetings of the shareholders of Societatea de Distribuție a Energiei Electrice Transilvania Sud S.A. and Societatea de Distribuție a Energiei Electrice Muntenia Nord S.A. and to express a favorable vote ("for") regarding: 
i.  Approval of the dissolution without liquidation and of the deregistration from the Trade Register and from the financial administration's records of the absorbed companies Societatea de Distribuție a Energiei Electrice Transilvania Sud S.A. and Societatea de Distribuție a Energiei Electrice Muntenia Nord S.A., starting with the Effective Date of the DSO Merger, as an effect of the DSO Merger, pursuant to the provisions of the DSO Merger Plan.
ii. Empowerment of the Chief Executive Officer of Societatea de Distribuție a Energiei Electrice Transilvania Sud S.A. and of Societatea de Distribuție a Energiei Electrice Muntenia Nord S.A., with the possibility of sub-delegation, to fulfill all the formalities required by law for registering the resolutions of the extraordinary general meetings of the shareholders with the Trade Register Office.
 
4.   Empowerment of the representative of Societatea Energetica Electrica S.A. to participate in the extraordinary general meeting of the shareholders of Servicii Energetice Muntenia S.A. and to express a favorable vote ("for") regarding:
i.   Approval of dissolution without liquidation and of the deregistration from the Trade Register and from the financial administration's records of the absorbed company Servicii Energetice Muntenia S.A. starting with the Effective Date of the ES Merger, as an effect of the ES Merger, pursuant to the provisions of the ES Merger Plan.
ii.  Empowerment of the Chief Executive Officer of Servicii Energetice Muntenia S.A., with the possibility of sub-delegation, to fulfill all the formalities required by law for the registration of the resolution of the extraordinary general meeting of the shareholders with the Trade Register Office.
5.   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.
Also, as per the notes made available to the shareholders, as per the law, the EGMS was informed regarding:
-     The adoption of the Decision of the Board of Directors of Electrica no. 14 dated July 3rd, 2020 regarding the approval of expressing of a favorable vote ("for") of Societatea Energetică Electrica S.A. in the extraordinary general meetings of the shareholders ("EGMS") of Societatea de Distribuție a Energiei Electrice Transilvania Nord S.A. ("SDTN"), Societatea de Distribuție a Energiei Electrice Transilvania Sud S.A. ("SDTS") and of Societatea de Distribuție a Energiei Electrice Muntenia Nord S.A. ("SDMN") and the empowerment of Electrica's representative to participate and vote in its EGMS with respect to the following main aspects: (i) the approval of the merger plan authenticated under number 1404 dated 26 June 2020 ("DSO Merger Plan"), (ii) the approval of the merger by absorption through which SDTN, as absorbing company, will absorb SDTS and SDMN, as absorbed companies, according to the provisions of art. 238 par. (1) letter a) of the Companies Law no. 31/1990 ("DSO Merger") according to the provisions of the DSO Merger Plan and (iii) the approval of the implementation of the DSO Merger, namely of the transfer of all assets and liabilities of the absorbed companies SDTS and SDMN to the absorbing company SDTN, according to the provisions of the Companies Law, of the DSO Merger Plan and to the declarations of the absorbed companies regarding the settlement of liabilities.
 
-       Information on the adoption of the Decision of the Board of Directors of Electrica no. 14 dated July 3rd, 2020 regarding the approval of the expression of a favorable vote ("for") of Societatea Energetică Electrica S.A. in the extraordinary general meeting of the shareholders ("EGMS") of Societatea Filiala de Întreţinere şi Service Energetice "Electirca Serv" S.A. ("FISE") and of Servicii Energetice Muntenia S.A. ("SEMU") and the empowerment of Electrica's representative to participate and vote in their EGMS with respect to the following main aspects: (i) the approval of the merger plan authenticated under number 934 dated 12 June 2020 ("ES Merger Plan"), (ii) the approval of the merger by absorption through which FISE, as absorbing company, will absorb SEMU, as absorbed company, according to the provisions of art. 238 par. (1) letter a) of the Companies Law no. 31/1990 ("ES Merger") according to the provisions of the ES Merger Plan and (iii) the approval of the implementation of the ES Merger, namely of the transfer of all assets and liabilities of the absorbed company SEMU to the absorbing company FISE, according to the provisions of the Companies Law, of the ES Merger Plan and to the declaration of the absorbed company regarding the settlement of liabilities.
 
Chairman of the Board of Directors                                      
Iulian Cristian Bosoanca                    
                                           


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