OGMS Resolution - 25 April 2024

Societatea Energetica Electrica SA

25 April 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 on issuers of financial instruments and market operations, and the Bucharest Stock Exchange Code

Report date: 25 April 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 25 April 2024

Electrica hereby informs that, on 25 April 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 10:07 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. on 27 March 2024, set as reference date, in person, by representative or through vote by correspondence, the quorum met being aprox. 90.6464% of the total voting rights and 88.8435% of the share capital of the Company.

The meeting was chaired by Mr. Dumitru Chirita, Chairman of Electrica's Board of Directors.

Within the OGMS, Electrica's shareholders approved the following (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 2023, prepared in accordance with the Order of the Minister of Public Finance (OMFP) no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards, as subsequently amended, based on the Directors' Report for the year 2023 and the Independent Auditor's Report on the Separate Annual Financial Statements at the date and for the financial year ended 31 December 2023.

2.   The Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2023, 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, as subsequently amended, based on the Directors' Report for the year 2023 and the Independent Auditor's Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2023.

3.   The Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2023, prepared in accordance with the International Financial Reporting Standards adopted by the European Union, based on the Directors' Report for the year 2023 and the Independent Auditor's Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2023.

4.   Electrica's Board of Directors proposal on the distribution of the net profit for the financial year 2023, the approval of the total gross dividend value of RON 39,999,344 of the gross dividend per share of RON 0.1178 and of the date of payment of the dividends for the year 2023 as 21 June 2024, as set out in the note to the shareholders.

5.   The discharge of liability of the members of Electrica's Board of Directors for the financial year 2023.

6.   The income and expenses budget of Electrica for financial year 2024, at individual level.

7.   The income and expenses budget of Electrica for financial year 2024, at consolidated level.

8.   The Remuneration the Remuneration Report for Directors and Executive Managers of Electrica for 2023, to the consultative vote of the OGMS, considering the provisions of art. 107 paragraph (6) of Law no. 24/2017 on issuers of financial instruments and market operations, republished.

9.   The date of 31 May 2024 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. 87 of Law no. 24/2017 on issuers of financial instruments and market operations, republished, as subsequently amended.

10.       The date of 30 May 2024 as ex-date, the date on which financial instruments are traded without rights deriving from Electrica OGMS.

11.       Considering the ipso iure termination of the mandate of non-executive director of Cristodorescu George pursuant to art. 169 paragraph 10 of Law 85/2014 regarding insolvency prevention and insolvency proceedings, as subsequently amended and supplemented, of the following:

i.    the filing of a civil damage action in court for the liability of Mr. Cristodorescu George, former director of the company, for not fulfilled/improperly fulfilled obligations, according to art. 155 of Law no. 31/1990, republished, as subsequently amended, which caused damage to Societatea Energetică Electrica SA in the period 08 July 2021-15 May 2023;

ii.   the empowerment of the legal representatives of the Company (with the possibility of delegating the representation in court to persons with legal training, including law firms), for signing and filing the summons request.

13. Empowerment of the Chair 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, at item 11 on the agenda, the OGMS took note about the prescription of the shareholders' right to dividends for the years 2017, 2018 and 2019, as per the Note made available to the shareholders, according to the law.

Chairman of the meeting

Dumitru Chirita

 

END