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27 April 2023 EGMS Resolution

27 Apr 2023 12:17

RNS Number : 7335X
Societatea Energetica Electrica SA
27 April 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: 27 April 2023

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: 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 27 April 2023

Electrica hereby informs that, on 27 April 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 12:01 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 29 March 2023, set as reference date, in person, by representative or through vote by correspondence, the quorum met being 76.7869% of the total voting rights and 75.2596% 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:

2. The empowerment of Electrica's representative, considering Electrica as Electrica Furnizare S.A. (EFSA) shareholder, to participate in EFSA's EGMS and to take note on the information regarding the conclusion of the uncommitted, non-cash Credit facility contract for potential commitments no. 165 dated December 27, 2022, between BNP Paribas Bank S.A. and EFSA, on a short-term basis, for issuing bank guarantee letters, in the amount of RON 240,000,000, with automatic extension, guaranteed by Societatea Energetica Electrica S.A.

3. 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.

 

In the same time, Electrica's shareholders rejected (as per the numbering on the agenda):

1. I. Approval of the buyback by the Company of its own shares, for the implementation of the Remuneration Plan in free shares for executive managers with a mandate contract, within the Electrica Group, under the following conditions:

- The purpose of the program: awarding free shares to executive managers with a mandate contract, according to the performance criteria and award conditions established by the Remuneration Policy for directors and executive managers with a mandate contract of S.E. Electrica S.A. ("Policy") and, respectively, through the Subsidiaries' own policies. The duration of the Remuneration Plan in free shares is 4 years with an intermediate investment period of 2 years;

- Maximum number of shares that may be repurchased: maximum 1,750,000 shares (0.5% of the share capital);

- The minimum price per share: the minimum purchase price will be the BSE market price from the moment of the purchase;

- Maximum price per share: 15 lei;

- Duration of the buyback authorization: maximum 18 months from the date of publication of the resolution in the Official Gazette of Romania, Part IV.

- The nominal value of the own shares thus repurchased cannot exceed, together with any other own shares owned by SE Electrica SA, the threshold of 10% of the subscribed share capital;

- The payment of the repurchased shares will be made from the distributable profit or from the company's available reserves, registered in the last approved annual financial statement, with the exception of the legal reserves.

The implementation of the company's buyback program of its own shares, mentioned under this item, is conditional on the approval by the Ordinary General Meeting of Shareholders of the amendments to the Remuneration Policy for Directors and Executive Managers of S.E. Electrica S.A., in order to include the conditions regarding the Remuneration Plan in shares.

In the event that the conditions for granting all shares redeemed for the purpose mentioned above will not be met, the Board of Directors will decide their allocation in accordance with the legal and internal regulations applicable at that time.

 

II. Mandate to the Board of Directors to adopt all the necessary decisions and measures to carry out the company's share buyback program, with the possibility of sub-delegation to the executive management.

 

Chairman of the meeting

Member of the Board of Directors

Dragos-Valentin Neacsu

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