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| Date | 27 Apr 2023 |
| Time | 12:13:28 |
| Category | AGMs and other meetings |
| ID | 7328X |
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: 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 Ordinary 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 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 29 March 2023, set as reference date, in person, by representative or through vote by correspondence, the quorum met being aprox. 76.7922% of the total voting rights and 75.2649% 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 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 2022, 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 2022 and the Independent Auditor's Report on the Separate Annual Financial Statements at the date and for the financial year ended 31 December 2022.
2. The Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2022, 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 2022 and the Independent Auditor's Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2022.
3. The Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2022, prepared in accordance with the International Financial Reporting Standards adopted by the European Union, based on the Directors' Report for the year 2022 and the Independent Auditor's Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2022.
4. Electrica's Board of Directors proposal on the distribution of the net profit for the financial year 2022, the approval of the total gross dividend value of RON 39,999,343, of the gross dividend per share of RON 0.1178 and of the date of payment of the dividends for the year 2022 as 23 June 2023, 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 2022.
6. The income and expenses budget of Electrica for financial year 2023, at individual level.
7. The income and expenses budget of Electrica for financial year 2023, at consolidated level.
10. The amended version of the Remuneration Policy for Directors and Executive Managers, in the form attached to the Note related to this item on the agenda, made available to the shareholders, mentioning that the changes from items 8 and 9 will not be implemented, because they were not approved by the Ordinary General Meeting of the shareholders; the Policy enters into force from the date of its approval by the Ordinary General Meeting Shareholders.
11. The empowerment of the representative of the Ministry of Energy, present in the OGMS, to execute, on behalf of the Company, the Addenda to the mandate contracts concluded with the members of the Board of Directors, to reflect the approvals from items 8 and 10 on the agenda.
12. The Remuneration Report for Directors and Executive Managers of Electrica, for 2022, submitted for 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.
13. The appointment 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, 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 3 years, respectively for the financial years 2023, 2024 and 2025, starting with of 28 April 2023 until 30 April 2026.
14. Establishment of the date of 31 May 2023 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.
15. Establishment of the date of 30 May 2023 as ex-date, the date on which financial instruments are traded without rights deriving from Electrica OGMS.
16. 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, within the OGMS, Electrica's shareholders rejected 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:
8. Approval of the amendment of the maximum annual number of meetings to be remunerated for the participation to the meetings of the Board of Directors, respectively, to the meetings of each individual Consultative Committee, as it is presented in the Note related to this item on the agenda.
9. Approval of the amendment of the type of long-term variable remuneration granted to executive managers with a mandate contract, by replacing the remuneration in virtual stock options (OAVT) of the company with remuneration in free shares of the Company and detailing the main elements of the new system of remuneration in shares within the Remuneration Policy for Directors and Executive Managers.
Chairman of the meeting
Member of the Board of Directors
Dragos-Valentin Neacsu