General Meeting of Shareholders on 8 December 2021
EGMS of Electrica S.A.
Date and time: 8 December 2021, starting at 10:00 o’clock (Romanian time)
Location: “Radu Zane” Conference Room, Company’s headquarters
Address of the location: Bucharest, 9 Grigore Alexandrescu Str., District 1, postal code 010621
- EGMS Resolution no. 3 from 8 December 2021 (signed version; editable version) – document published on 8 December 2021
- Current report – EGMS Resolutions – document published on 8 December 2021
- Current report for the convening of the Extraordinary General Meeting of Shareholders on 8 December 2021 – document published on 15 October 2021
- Convening Notice for the Extraordinary General Meeting of Shareholders on 8 December 2021 (signed version; editable version) – documents published on 15 October 2021
Disclaimer: The translation of the documents from Romanian into English is unauthorized translation. In case of inconsistencies between the information provided in Romanian and those provided in English, Romanian language will prevail.
The documents corresponding to the Extraordinary General Meeting of Shareholders (EGMS) agenda can be downloaded below:
- Notification regarding the total number of shares and voting rights (document published on 25 October 2021)
- Special power of attorney for individual shareholders for the EGMS of Electrica S.A. as of 8 December 2021 (document published on 25 October 2021)
- Special power of attorney for legal person shareholders for the EGMS of Electrica S.A. as of 8 December 2021 (document published on 25 October 2021)
- Ballot by correspondence for individual shareholders for the EGMS of Electrica S.A. as of 8 December 2021 (document published on 25 October 2021)
- Ballot by correspondence for legal person shareholders for the EGMS of Electrica S.A. as of 8 December 2021 (document published on 25 October 2021)
- Draft Resolution of the EGMS of Electrica S.A. as of 8 December 2021 (document published on 25 October 2021)
- EGMS – Items 1. – 3. referring to the acquisition by Electrica, as Buyer, of the holdings of MT Project B.V. and HiTech Solar Investment GmbH, as Sellers, in the companies TCV Impex S.A., ACV Solar Technology S.A., TIS Energy S.A., Delta & Zeta Energy S.A., Gama & Delta Energy S.A (documents published on 15 October 2021)
- EGMS – Item 4. referring to the completion of the guarantee structure for the bridge loan up to RON 750,000,000 of non-binding nature to be contracted by Electrica from a consortium of banks comprising of Erste Bank and Raiffeisen Bank (documents published on 15 October 2021)
Note:
With respect to items 1 and 2 on the agenda of the EGMS, Electrica offers its shareholders the possibility to receive, upon request, a summary of the final valuation report issued on 13 October 2021 by PricewaterhouseCoopers Management Consultants S.R.L., a consulting company with a team of valuators authorised by ANEVAR (the Report) and the agreed form of the Sale and Purchase Agreement (SPA) (the Report and together with the SPA, the Documents).
Thus, in addition to ensuring, according to the law, the exercise by the Company’s shareholders of the right of access to sufficient information regarding the issues subject to debate by the EGMS, Electrica wishes, for the sake of transparency, good faith and good practice, to offer shareholders which meet the requirements of identification provided in Section I of the Convening Notice, as well as specifying the total number of shares held in Electrica, the opportunity to address a written request, in Romanian or English, to provide copies of any of the Documents.
In order to ensure the performance by the Company of certain pre-existing contractual obligations towards its partners with respect to the Documents, before receiving access to the Documents, the shareholders – natural persons would sign a Non-Disclosure Agreement – Natural Persons (click on the link to see the document) and the Legal Persons Shareholders would sign a Non – Disclosure Agreement – Legal Persons (click on the link to see the document). The shareholders will also sign a Hold Harmless Letter regarding the Report (click on the link to see the document).
The request, together with the signed versions of the “Non-Disclosure Agreement” and the “Hold Harmless Letter regarding the Report” will be addressed to the Company’s Board of Directors and, for the scope provided by law to ensure the shareholders’ identification and the safety of communication with them, the documents will need to be sent either (i) in hardcopy, at the Company’s Registry Desk (in person or by courier services, with confirmation of receipt), or (ii) via e-mail, with incorporated extended electronic signature, as per Law No. 455/2001 on the electronic signature, at ir@electrica.ro, so as to be received by the Company until 26 October 2021, stating clearly in writing in capital letters “REQUEST FOR THE DELIVERY OF DOCUMENTS”. As regards the requests addressed in hardcopy, they must be signed by the shareholders that are natural persons or by the legal representatives of the shareholders that are legal persons and must be accompanied by two signed originals of the “Non-Disclosure Agreement” and by two signed originals of each of the “Hold Harmless Letter regarding the Report”.
Electrica will collect all received requests and will respond by delivering the Documents as follows: starting with 25 October 2021 for the shareholders registered with the Company’s shareholders’ registry kept by Depozitarul Central S.A. as of 18 October 2021 and starting with 16 November 2021 for the shareholders registered with the same registry as of 9 November 2021. Upon the shareholders’ choice expressed in the request, the Documents will be made available in hard copy at the Company’s Registry Desk, delivered by courier with payment upon delivery and confirmation of receipt or delivered via e-mail accompanied by Electrica’s electronic signature.