To: Bucharest Stock Exchange (BVB)
Romanian Financial Supervisory Authority (ASF)
London Stock Exchange (LSE)
Current report in compliance with the Law 24/2017 on issuers of financial instruments and market operations, ASF Regulation no. 5/2018, and the Bucharest Stock Exchange Code
Report date: 25 April 2019
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 3,459,399,290
Regulated market where the issued securities are traded: Bucharest Stock Exchange (BVB) 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 2019
Electrica hereby informs that, on 25 April 2019, the Ordinary General Meeting of Shareholders of Electrica took place at Electrica's headquarters in Bucharest, District 1, 9 Grigore Alexandrescu Street, postal code 010621, "Radu Zane" Conference Room, starting at 10:11 o'clock (Romanian time), being duly held in accordance with the legal and statutory provisions upon the first calling.
The Ordinary General Meeting of Shareholders of Electrica was attended by the shareholders registered in the shareholder's register kept by Depozitarul Central S.A. on 27 March 2019, set as reference date, in person, by representative or through vote by correspondence, the quorum met being 73,47% of the total voting rights and 72,00% of the share capital of the Company.
The meeting was chaired by Mr. Valentin Radu, the Chair of the Board of Directors of Electrica.
Within the Ordinary General Meeting of Shareholders, Electrica's shareholders approved the following items with a majority of the votes expressed by the present or represented shareholders or by the shareholders that voted by correspondence:
1. The Individual Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2018, 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, based on the Directors' Report for the year 2018 and the Independent Auditor's Report on the Individual Annual Financial Statements at the date and for the financial year ended 31 December 2018.
2. The Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2018, prepared in accordance with the International Financial Reporting Standards adopted by the European Union, based on the Directors' Report for the year 2018 and the Independent Auditor's Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2018.
3. Electrica's Board of Directors proposal on the distribution of the net profit for the financial year 2018, the approval of the total gross dividend value of RON 247,506,015, of the gross dividend per share of RON 0.73 and of the date of payment of the dividends - 24 June 2019, as set out in the note to the shareholders.
4. The discharge of liability of the members of Electrica's Board of Directors for the financial year 2018.
5. The income and expenses budget of Electrica for financial year 2019, at individual level.
6. The income and expenses budget of Electrica for financial year 2019, at consolidated level.
11. Establishment of the date of 7 June 2019 as record date, the date on which the identification of the shareholders who will be affected by Electrica OGSM will take place, including the right to dividends, in conformity with art. 86 of Law no. 24/2017 on Issuers of Financial Instruments and Market Operations.
12. Establishment of the date of 6 June 2019 as ex date, the date on which financial instruments are traded without rights deriving from Electrica OGMS.
14. 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.
In the same time, the Ordinary General Meeting of Shareholders rejected the following items:
7. The Remuneration Policy of the members of the Board of Directors of the Company as it will be made available to the shareholders, according to the law and its application starting with 1 May 2019.
8. The proposed Mandate Agreement for the members of the Board of Directors of Electrica, based on the Remuneration Policy of the members of the Board of Directors approved by the shareholders, as it will be made available to the shareholders, according to the law.
9. Empowerment of the representative of the Ministry of Energy, present in the OGMS, to sign, in the name of the Company, the Mandate Agreements with the members of the Board of Directors, according to item 8 above.
10. The remuneration limits of the Company's executive managers and their application starting with 1 May 2019.
Also, the Ordinary General Meeting of Shareholders was informed regarding the prescription of the rights to the dividends for the year 2014 (item 13 on the agenda).
Chairman of the Board of Directors Chief Corporate Governance and M&A Officer
Valentin Radu Alexandra Borislavschi
