20 December OGMS Resolution

Societatea Energetica Electrica SA

20 December 2023

 

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 December 2023

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 December 2023

Electrica hereby informs that, on 20 December 2023, 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. as of 21 November 2023, set as reference date, in person or by representative, the quorum met being 77.6576% of the total voting rights and 76.1130% of the share capital of the Company.

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

Within the OGMS, Electrica's shareholders approved, with a majority of the votes expressed by the present or validly represented shareholders, the following:

1.         The condensed separate interim financial statements as at and for the ninemonths period ended 30 September 2023 for Societatea Energetica Electrica S.A., drafted for the merger by absorption between Societatea Energetica Electrica SA as absorbing company, and Societatea Electrica Productie Energie SA, Electrica Energie Verde 1 SRL and Green Energy Consultancy & Investments SRL, as absorbed companies, based on the report of the directors and the independent auditor's report.

2.         The election of Mrs. Valentina Elena Șiclovan, Romanian citizen, [personal data], as idependent member of the Company's Board of Directors to fill in the vacant position, following the termination of the term of office of the independent director George Cristodorescu, with a mandate period equal to the period remaining until the expiry of the mandate for the vacant position, respectively until 28 April 2025. The form of the mandate agreement for the new Board of Directors' member was approved through the Ordinary General Meeting of Shareholders' Resolution No. 1 from 9 February 2018, and the remuneration due to the new director is according to the Remuneration Policy for Directors and Executive Managers approved through the Ordinary General Meeting of Shareholders' Resolution No. 1 from 27 April 2023.

3.         The empowerment of the representative of the shareholder the Ministry of Energy, present in the OGMS, to sign, on behalf of the Company, the mandate agreement concluded with the member of the Board of Directors elected as per item 2 above.

4.         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 meeting,

Member of the Board of Directors,                           

Adrian Lotrean

 

END