26 January 2024 OGMS Resolution

Societatea Energetica Electrica SA

26 January 2024

 

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: 26 January 2024

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 26 January 2024

Electrica hereby informs that, on 26 January 2024, 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 27 December 2023, set as reference date, in person or by representative, the quorum met being 90.0765% of the total voting rights and 88.2849% 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 OGMS, Electrica's shareholders approved:

1.         The election of the following members of Board of Directors of the Company by applying the cumulative voting method:

·    Mr. Ion-Cosmin Petrescu

·    Mr. Dumitru Chirita

·    Ms. Georgiana Bogasievici

·    Mr. Dragos-Valentin Neacsu

·    Mr. Adrian-Florin Lotrean

·    Mr. Marian-Cristian Mocanu

·    Ms. Valentina-Elena Siclovan

The following members of the Board of Directors are considered revoked: Dl. Iuliana Cristian Bosoanca, Mr. Radu Mircea Florescu and Mr. Gicu Iorga. They have not been reconfirmed following the application of the method of cumulative voting and, therefore their mandate has terminated at the date of this OGMS, according to the provisions of art. 167 para. (3) of the Financial Supervisory Authority Regulation No. 5/2018.

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

2.         Establishing the term of office of the members elected by applying the cumulative voting method, for a period of 4 (four) years.

4.         Establishing the remuneration due to the members of the Board of Directors elected by applying the cumulative vote method, respectively that established according to the Remuneration Policy for Administrators and Executive Directors, approved by the Resolution of the Ordinary General Meeting of Shareholders no. 1 from 27 April 2023.

6.         Establishing the form of the mandate contract that will be signed with the members of the Board of Directors elected by applying the cumulative vote method, respectively the one approved by the Resolution of the Ordinary General Meeting of Shareholders no. 1 of 9 February 2018.

8.         Authorization of the representative of the Ministry of Energy present in the AGOA in order to sign, on behalf of the Company, the mandate contracts concluded with the members of the Board of Directors elected by applying the cumulative voting method.

9.         Empowerment of the Chairman of the Meeting, the meeting secretary and the technical secretariat to jointly sign the OGMS decision and to perform individually, and not together, any act or formality required by law for the registration of the OGMS decision at the Trade Registry Office next to the Court Bucharest, as well as for the publication of the OGMS decision according to the law.

Also, the OGMS did not approve the following items on the agenda, these representing in fact items which were completed through items 4, 6 and 8 on the agenda, following the clarifications in the Request for completion (see Completion of the OGMS Convocation dated 21 December 2023):

3.         Establishing the remuneration due to the members of the Board of Directors elected by applying the cumulative voting method.

5.         Establishing the form of the mandate contract that will be signed with the members of the Board of Directors elected by applying the cumulative vote method.

7.         Empowering the representative of the Ministry of Energy to sign, on behalf of the Company, the mandate contracts concluded with the members of the Board of Directors elected by applying the cumulative vote method.

OGMS Chairman,

Member of the Board of Directors,                           

Dragos-Valentin Neacsu

 

END