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Soc EnergElectricaSA (ELSA)

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Wednesday 28 April, 2021

Soc EnergElectricaSA

Resolutions of OGMS dated 28 April 2021

RNS Number : 8806W
Societatea Energetica Electrica SA
28 April 2021
 

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: 28 April 2021

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: RON3,464,435,970

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 28 April 2021

Electrica hereby informs that, on 28 April 2021, the Ordinary General Meeting of Shareholders (OGMS) of Electrica took place at Marshal Garden Hotel in Bucharest, 50B Calea Dorobanţilor, District 1, postal code 010574, Panoramic 1 conference room - 5th floor , starting at 10:02 o'clock (Romanian time), 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. on 30 March 2021, set as reference date, in person, by representative or through vote by correspondence, the quorum met being 89.63% of the total voting rights and 87.85%  of the share capital of the Company.

The meeting was chaired by Mr. Iulian Cristian Bosoancă, the Chair of the Board of Directors of Electrica.

Within the OGMS, Electrica's shareholders approved the following items on the agenda (as per the numbering on the agenda) with a majority of the votes expressed by the present or represented shareholders or by the shareholders that voted by correspondence:

1.  The Separate Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2020, prepared in accordance with the Order of the Minister of Public Finance no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards, based on the Directors' Report for the year 2020 and the Independent Auditor's Report on the Separate Annual Financial Statements at the date and for the financial year ended 31 December 2020.

2.  The Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2020, prepared in accordance with the International Financial Reporting Standards adopted by the European Union, based on the Directors' Report for the year 2020 and the Independent Auditor's Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2020.

3.  The Electrica's Board of Directors proposal on the distribution of the net profit for the financial year 2020, the approval of the total gross dividend value of RON 247,873,693, of the gross dividend per share of RON 0.73 and of the starting date of payment of the dividends for the year 2020 - 25 June 2021, as set out in the note to the shareholders.

4.  The discharge of liability of the members of Electrica's Board of Directors for the financial year 2020.

5.  The income and expenses budget of Electrica for financial year 2021, at individual level.

6.  The income and expenses budget of Electrica for financial year 2021, at consolidated level.

8.  The the prolongation of the mandate of the financial auditor of Electrica, DELOITTE AUDIT S.R.L., a limited liability company, established and operating in accordance with the Romanian legislation, having its headquarters in Bucharest, District  1, The Mark building, Calea Grivitei, No. 84-98 and 100-102, 8th  floor and 9th floor, Romania, registered with the Trade Registry under no. J40/6775/1995, sole identification code (CUI) 7756924, with authorization no. 25, issued by the Chamber of Financial Auditors of Romania on 25.06.2001 and registered in the Electronic Public Register of the Authority for Public Supervision of the Statutory Audit Activity ("ASPAAS") with no. FA25, for a period of 2 years, respectively for the financial years 2021 and 2022.

9.  The Remuneration Policy of the Directors and Executive Managers of Societatea Energetică Electrica S.A. as it will be made available to the shareholders, according to the law, and its application from the date of its approval by the Ordinary General Meeting of Shareholders.

10. Election of the members of the Board of Directors of Societatea Energetică Electrica S.A., by applying the cumulative voting method.

In this respect, the shareholders have decided the nomination of the following members, by applying the cumulative voting method:

-  Iulian Cristian Bosoancă

-  Radu Mircea Florescu

-  Gicu Iorga

-  George Cristodorescu

-  Adrian-Florin Lotrean

-  Dragoş-Valentin Neacşu

-  Ion-Cosmin Petrescu

The following members of the Board of Directors are considered revoked: Mr. Dragos Andrei, Mr. Bogdan Iliescu, Mr. Valentin Radu. They were not confirmed following the application of the method of cumulative voting and, therefore, their mandate is terminated at the date of this OGMS.

11. Establishment of the mandate's duration for the directors elected by applying the cumulative voting method, for a period of 4 (four) years.

12. Empowerment of the representative of the shareholder the Ministry of Energy to sign, on behalf of the Company, the mandate agreements concluded with the members of the Board of Directors.

13. Establishment of the date of 3 June 2021 as registration date, the date on which the identification of the shareholders affected by Electrica OGSM will take place, including the right to dividends, in accordance with art. 86 of Law no. 24/2017 on issuers of financial instruments and market operations, republished, as subsequently amended.

14. Establishment of the date of 2 June 2021 as ex-date, the date on which financial instruments are traded without rights deriving from Electrica OGMS.

15. 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.

Also, as per the notes made available to the shareholders, as per the law, the OGMS was informed regarding:

7.  Information regarding the prescription of the shareholders' right to dividends for the year 2016, as per the Note made available to the shareholders, according to the law.

 

Chairman of the Board of Directors      

Iulian Cristian Bosoancă

 

 

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