23 August 2023 EGMS Resolution

Societatea Energetica Electrica SA

23 August 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: 23 August 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 Extraordinary General Meeting of  Shareholders of Societatea Energetica Electrica S.A. ("Electrica" or the "Company") of 23 August 2023

Electrica hereby informs that, on 23 August 2023, 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 10:01 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 26 July 2023, set as reference date, in person, by representative or through vote by correspondence, the quorum met being 78.4741% of the total voting rights and 76.9133% of the share capital of the Company.

The meeting was chaired by Mr. Dragos-Valentin Neacsu, Member of the Board of Directors of Electrica.

Within the EGMS, Electrica's shareholders approved the following (as per the numbering 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 or online:

1.   In principle, the merger by absorption between Societatea Energetica Electrica SA (ELSA), Societatea Electrica Productie Energie SA (EPE), Electrica Energie Verde 1 SRL (EEV) and Green Energy Consultancy & Investments S.R.L.  (GECI) (together "the Companies") and the participation of the Companies in the merger, with Societatea Energetica Electrica SA as absorbing company, the companies Electrica Productie Energie SA, Electrica Energie Verde 1 SRL and Green Energy Consultancy & Investments S.R.L.as absorbed companies ("Merger");

2.   The date of 30 June 2023 as the reference date of the financial statements that will be used to determine the conditions of the Merger, respectively the audited financial statements prepared as and for the period ended on 30 June 2023. In the context of the merger project, the events occurring after this date that influence the implementation of the Merger will also be considered.

3.   The empowerment of the Board of Directors of Societatea Energetica Electrica SA, for the fulfillment of all necessary documents and operations in connection with the Merger, including the drafting of the merger project, its signing and publication in the Official Gazette of Romania. The necessary formalities for its publication may be sub-delegated.

4.     The increase of the guarantee granted by ELSA within the non-revolving term facility, concluded between EBRD and DEER, in order to finance the current activity, especially the purchase of the electricity necessary to cover the own technological consumption and the liquidity deficit. The amount of the credit facility will increase from Ron 180,000,000 up to Ron 240,000,000. The amount of the guarantees provided by ELSA (which will not be real guarantees) is 130% of the increased credit facility value (up to Ron 240,000,000), expressed in Eur or Ron equivalent and calculated at the NBR exchange rate for Eur/Ron from the date of endorsement by ELSA's Board of Directors of the substantiation note. However, the guarantee may also be constituded by reference to the NBR Eur/Ron exchange rate from the date of signing the addendum to the contract and/or the setting up/ supplementing the guarantee.

5.     The empowerment of ELSA's Board of Directors to take, in the name and on behalf of ELSA, within the limits of the approved value ceilings, all the necessary measures in order to initiate, carry out and complete the operation of guarantee from point 1. The Board of Directors will be able to sub-delegate to the executive management of ELSA the execution of all/some operational activities in order to implement the operations mentioned to in point 1.

The above mandate, including the possibility of sub-delegation, is also granted for any other amendments to the contracts of guarantee/ related guarantees, within the limit of the value ceilings approved for the guarantee, including, and not limited to the purpose, type, use, modification of the term of the established guarantees.

6.   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.

Chairman of the Meeting

Member of the Board of Directors                            

Dragos-Valentin Neacsu

 

END