5 February 2025 OGMS Resolution

Societatea Energetica Electrica SA

05 February 2025

 

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: 5 February 2025

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 5 February 2025

Electrica hereby informs that, on 5 February 2025, 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 8 January 2025, set as reference date, in person or by representative, the quorum met being 88.6024% of the total voting rights, respectively 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 all the items of the agenda with the majority of the votes validly cast by the shareholders present or represented, respectively:

1.     The election of Mr. Mihai Diaconu, Romanian citizen, [personal data], as member of the Company's Board of Directors to fill in the vacant position, following the the renunciation to the mandate by Mr. Dumitru Chiriță. The term of the mandate of the elected director will be for a duration equal to the period remaining until the expiry of the mandate for the vacant position, i.e. until 25 January 2028. The form of the mandate agreement of the new member of the Board of Directors has been approved through the Ordinary General Meeting of Shareholders' Resolution No. 1 of 9 February 2018, and the remuneration for the new director will be established according to the Remuneration Policy for Directors and Executive Managers, approved through the Ordinary General Meeting of Shareholders' Resolution no. 1 of 27 April 2023.

2.     Empowerment of the representative of the Ministry of Energy, present in the OGMS, to sign, in the name of the Company, the mandate agreement with the member of the Board of Directors elected according to item 1 above.

3.   The appointment of Deloitte Audit S.R.L. as the auditor for Electrica S.A. the reporting of the corporate sustainability statement prepared in accordance with the requirements of Directive (EU) 2022/2464 on corporate sustainability reporting ("CSRD") and Delegated Act No. 5303/2023 on European sustainability reporting standards ("ESRS") which complements the CSRD Directive transposed into the national legislation by Order of the Ministry of Public Finance No. 85/2024 on regulating aspects related to the sustainability reporting ("OMFP 85/2024"), as well as establishing the duration of the audit contract for the sustainability statement report to 2 years, respectively for the financial years 2024 and 2025, starting from 5 February 2025, until 30 April 2026.

4.   Empowering the Chairperson of the Meeting, the meeting secretary and the technical secretary to sign together the OGMS resolution and to perform individually, and not together, any act or formality required by law for the registration of the OGMS resolution with the Trade Register Office attached to the Bucharest Tribunal, as well as for the publication of the OGMS resolution according to the law.

Chair of the meeting,

Member of the Board of Directors,

Adrian Lotrean

 

END