Last checked at 20 Mar 2024 16:47
To: Bucharest Stock Exchange (BSE)
London Stock Exchange (LSE)
Romanian Financial Supervisory Authority (FSA)
Current report in compliance with the Law 24/2017, republished, on issuers of financial instruments and market operations, Regulation FSA no. 5/2018 on issuers of financial instruments and market operations, and the Bucharest Stock Exchange Code
Report date: 20 March 2024
Company name: Societatea Energetica Electrica S.A.
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), London Stock Exchange (LSE)
Significant events to be reported: Requests for supplementing of the OGMS and EGMS Notice for 26 April 2024
As regards the Ordinary General Meeting of Shareholders (OGMS) dated 25 April 2024, 10:00 o'clock (Romanian time), and the Extraordinary General Meeting of Shareholders (EGMS) dated 25 April 2024, 12:00 o'clock (Romanian time), Societatea Energetica Electrica S.A. received two requests to supplement the agenda filed by the Ministry of Energy, on behalf of the Romanian State, as shareholder owning 48.78% of the Company's share capital, through letter No. 2175/SIB/20Mar2024 and 2185/SIB20Mar2024, registered by the Company under No. 2503/20Mar2024 and 2502/20Mar2024.
The first request refers to add the following item to the OGMS agenda:
1. Approval, 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 Energetica 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.
The second request refers to add the following items to the EGMS agenda:
1. Approval of the cancellation of its own shares in a number of 6,890,593, which represent 1.988951% of the share capital, obtained thorough the stabilisation that took place within the Initial Public Offering (IPO) from June 2014.
2. Approval of the reduction of the share capital with a number of 6,890,593 cancelled own shares , respectively the reduction of the share capital of the company from RON 3,464,435,970, to RON 3,395,530,040.
3. Approval of the reduction of the social parts from 346,443,597 shares to 339,530,004 shares.
4. Approval of the amendment of Article 6 of Chapter 3 "Social Capital. Shares" from the Articles of Association, which will have the following content:
"
CHAPTER 3
SHARE CAPITAL. SHARES
Art. 6 Share capital
(1) The share capital of the Company is of RON 3,395,530,040, subscribed and fully paid in.(2) The structure of the share capital is as follows:
a. In kind contribution of RON 41,419,110 (representing plots of land and construction); and
b. Cash contribution of RON 3,019,140,930.00 and USD 104,011,799.41 (at an exchange rate of 3.2205 RON/USD.
(3) The share capital is divided into 339,553,004 nominative shares with a nominal value of RON 10 each.
(4) The share capital is held as follows:
a. The Romanian State, represented by the competent authority according to the law, holds 169,046,299 shares, having a total nominal value of RON 1,690,462,990, out of which RON 41,419,110 contribution in kind (representing plots of land and constructions), in respect of which it has been granted a number of 4,141,911 shares, representing 49.7850% of the subscribed share capital;
b. Shareholders - list type (natural persons and legal entities), hold a number of 170,506,705 shares, having a total nominal value of RON 1,705,067,050, composed of cash contribution of RON 1,370,097,050 and USD 104,011,799.41 (at an exchange rate of 3.2205 RON/USD), representing 50,2150% of the share capital.
The share capital does not include assets such as those provided by article 136 paragraph (4) of the Constitution."
5. Empowerment of the Chair of the Board of Directors to sign the Articles of Association of Societatea Energetic? Electrica S.A., updated in accordance with the resolution adopted at the previous item.
6. 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.
For information we attach the above mentioned requests from the Ministry of Energy.
Only the persons registered as shareholders in the Company's shareholders' register held by Depozitarul Central S.A. at the end of the day on 27 March 2024 (Reference Date) have the right to attend and cast their votes in the OGMS and EGMS. Should there be a second calling of the OGMS and EGMS, the Reference Date remains the same.
The shareholders may also vote online through the online voting platform https://electrica.voting.ro/, starting with 4 April 2024.
The information materials related to the agenda of Electrica's OGMS and EGMS are available to the shareholders, in electronic format on the Company's website at www.electrica.ro, under the Investors > General Meeting of Shareholders > 2024 GMS > General Meeting of Shareholders as of 25 April 2024 section and in hardcopy at Electrica's Registry Desk located at its headquarters.
Annexes:
Request to Supplement - address no. 2175/SIB/20Mar2024, registered at Electrica under no. 2503/20 March 2024, transmitted by the Ministry of Energy, on behalf of the Romanian State, as a shareholder of Electrica with 169,046,299 shares held, representing 48.7948% of the total share capital.
Request to Supplement - address no. 2185/SIB/20Mar2024, registered at Electrica under no. 2502/20 March 2024, transmitted by the Ministry of Energy, on behalf of the Romanian State, as a shareholder of Electrica with 169,046,299 shares held, representing 48.7948% of the total share capital.
CEO
Alexandru-Aurelian Chirita
http://www.rns-pdf.londonstockexchange.com/rns/6687H_1-2024-3-20.pdf
http://www.rns-pdf.londonstockexchange.com/rns/6687H_2-2024-3-20.pdf