General Meeting of Shareholders as of 26 January 2024

OGMS

Ordinary General Meeting of Shareholder on 26 January 2024
Date and time: 26 January 2024, starting at 10:00 o’clock (Romanian time)
Location: “Radu Zane” Conference Room, Company’s headquarters
Address of the location: Bucharest, 9 Grigore Alexandrescu Street, District 1, postal code 010621

Online Voting Platform: electrica.voting.ro

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.

Items on the agenda of the OGMS, supplemented on 21 December 2023:

  1. Election of the members of the Board of Directors of Societațea Energetică Electrica SA by application of the cumulative vote.
  2. Establishing the term of office of the members elected by applying the cumulative voting method, for a period of 4 (four) years.
  3. Establishing the remuneration due to the members of the Board of Directors elected by applying the cumulative voting method.
  4. Establishing the remuneration due to the members of the Board of Directors elected by applying the cumulative vote method, respectively that established according to the Remuneration Policy for Administrators and Executive Directors, approved by the Resolution of the Ordinary General Meeting of Shareholders no. 1 from 27 April 2023;
  5. Establishing the form of the mandate contract that will be signed with the members of the Board of Directors elected by applying the cumulative vote method.
  6. Establishing the form of the mandate contract that will be signed with the members of the Board of Directors elected by applying the cumulative vote method, respectively the one approved by the Resolution of the Ordinary General Meeting of Shareholders no. 1 of 9 February 2018;
  7. Empowering the representative of the Ministry of Energy to sign, on behalf of the Company, the mandate contracts concluded with the members of the Board of Directors elected by applying the cumulative vote method.
  8. The authorization of the representative of the Ministry of Energy present in the AGOA in order to sign, on behalf of the Company, the mandate contracts concluded with the members of the Board of Directors elected by applying the cumulative voting method.
  9. Empowering the Chairman of the Meeting, the meeting secretary and the technical secretariat to jointly sign the OGMS decision and to perform individually, and not together, any act or formality required by law for the registration of the OGMS decision at the Trade Registry Office next to the Court Bucharest, as well as for the publication of the OGMS decision according to the law.

Note: As a result of the clarifications mentioned in the Request to Supplement, items 3, 5 and 7 on the supplemented agenda remain without object, because items 4, 6 and 8 represent in fact formulations completed for clarity of the initial items

The list of candidates proposed to be voted as members of the Board of Directors – item 1 on the OGMS agenda:

Final list of candidates for the positions of Board members (published on 21 December 2023) – ordered alphabetically:

  • Ms. Georgiana Bogasievici, residing in Bucharest, Romania, proposed by the shareholder Societatea de Administrare a Participațiilor în Energie S.A.
  • Mr. Iulian Cristian Bosoanca, residing in Drobeta Turnu-Severin, Mehedinti County, Romania, acting director, included by law in the list of candidates for the election of the Board of Directors (Acc. to FSA Reg. 5/2018)
  • Mr. Dumitru Chirita, residing in Bucharest, Romania, proposed by the shareholder The Romanian State, represented by the Ministry of Energy
  • Mr Daniel Cirlig, residing in Bucharest, Romania, proposed by the shareholder Daniel Cirlig
  • Mr. Radu Mircea Florescu, residing in Bucharest, Romania, acting director, included by law in the list of candidates for the election of the Board of Directors (Acc. to FSA Reg. 5/2018)
  • Mr. Gicu Iorga, residing in Giurgiu, Giurgiu County, Romania, acting director, included by law in the list of candidates for the election of the Board of Directors (Acc. to FSA Reg. 5/2018)
  • Mr. Adrian-Florin Lotrean, residing in Bucharest, Romania, acting director, included by law in the list of candidates for the election of the Board of Directors (Acc. to FSA Reg. 5/2018)
  • Mr. Marian Cristian Mocanu, residing in Bucharest, Romania, proposed by the shareholder Marian Cristian Mocanu
  • Mr. Dragos-Valentin Neacșu, residing in Bucharest, Romania, acting director, included by law in the list of candidates for the election of the Board of Directors (Acc. to FSA Reg. 5/2018)
  • Mr. Ion-Cosmin Petrescu, residing in Bucharest, Romania, acting director, included by law in the list of candidates for the election of the Board of Directors (Acc. to FSA Reg. 5/2018)
  • Mr. Radu Ioan Puscariu, residing in Brasov, Romania, proposed by the shareholder Radu Ioan Puscariu
  • Mr. Dragos Stefan Roibu, residing in Bucharest, Romania, proposed by the shareholder The Romanian State, represented by the Ministry of Energy
  • Ms. Valentina Elena Şiclovan, residing in Bucharest, Romania, acting director, included by law in the list of candidates for the election of the Board of Directors (Acc. to FSA Reg. 5/2018)

Note: Please click on the name of the candidate to access the CV

The preliminary list of candidates published on 13 December 2023 (ordered alphabetically)

The preliminary list of candidates published on 18 December 2023 (ordered alphabetically)

The preliminary list of candidates published on 20 December 2023 (ordered alphabetically)

Board of Directors Profile and Evaluation Policy

According to the principles assumed by Electrica SA within the Corporate Governance Code and taking into consideration the principles and provisions of the Corporate Governance Code adopted by Bucharest Stock Exchange, applicable starting with 4 January 2016, the Nomination and Remuneration Committee of the Board of Directors of Electrica SA drafted the document Board of Directors Profile and Evaluation Policy (click on the link to access the document). In the context of the Ordinary General Shareholders Meeting on 26 January 2024 having on its agenda the election of the members of the Board of Directors of Electrica SA, by applying the cumulative voting method, the Nomination and Remuneration Committee makes available for the Electrica SA shareholders this set of recommendations.

Note: The provisions of Art. 18 of the Articles of Association of Societatea Energetica Electrica S.A. mention the following:

“(1) The Company’s management is organized in one-tier (unitary) system, respectively as a board of directors formed of 7 (seven) non-executive directors (the “Board”). At least 4 (four) directors must be independent.
(2) The Romanian State, represented by the competent authority according to the law, will not be able to propose more than 3 (three) candidates for the positions of directors, members of the Board. The candidates for the other 4 (four) positions of directors will mandatorily be independent and will be proposed by the other shareholders. […]”

Document for item 4 on the Agenda – Remuneration Policy for Directors and Executive Managers – approved by the Electrica’s Ordinary General Meeting of Shareholders (OGMS) on 27 April 2023

Document for item 6 on the Agenda – The form of the Mandate Agreement for the members of the Board of Directors of the Company – document approved by the OGMS on 9 February 2018

The voting documents published on 22 December 2023: 

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