General Meeting of Shareholders as of 25 April 2024

OGMS and EGMS

Annual General Meeting of Shareholders on 25 April 2024
Electrica’ OGMS and EGMS
Date and time: 25 April 2024, starting at 10:00 o’clock (Romanian time), respectively starting at 12:00 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.

The sensitive documents published on this webpage have been labeled at the time of their drafting and execution with a sensitivity label in accordance with their status at the time of their drafting, respectively execution, in accordance with the information classification standard related to Electrica’s security policy. On the date of their publication (indicated accordingly for each document), Electrica confirms the fact that these have been reclassified as being public. 

OGMS

The documents corresponding to the Ordinary General Meeting of Shareholders (OGMS) agenda can be downloaded below:

The documents corresponding to the Ordinary General Meeting of Shareholders (OGMS) agenda can be downloaded below:

  • OGMS – Item 1. Approval of the Separate Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2023, prepared in accordance with the Order of the Minister of Public Finance (OMFP) 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 2023 and the Independent Auditor’s Report on the Separate Annual Financial Statements at the date and for the financial year ended 31 December 2023 – documents published on 6 March 2024
    1. Note
    2. Separate Financial Statements – searchable version; xHTML format
    3. Directors’ Report – searchable version
    4. Independent Auditor Report
  • OGMS – Item 2. Approval of the Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2023, 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 2023 and the Independent Auditor’s Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2023 – documents published on 6 March 2024
    1. Note
    2. Consolidated Financial Statements – searchable version; xHTML format
    3. Directors’ Report – searchable version
    4. Independent Auditor Report
  • OGMS – Item 3. Approval of the Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2023, prepared in accordance with the International Financial Reporting Standards adopted by the European Union, based on the Directors’ Report for the year 2023 and the Independent Auditor’s Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2023 – documents will be published latest on 25 March 2024
    1. Note
    2. Consolidated Financial Statements – searchable version; xHTML format ; XBRL format
    3. Directors’ Report – searchable version
    4. Independent Auditor Report
  • OGMS – Items 4. Approval of Electrica’s Board of Directors proposal on the distribution of the net profit for the financial year 2023, the approval of the total gross dividend value of RON 39,999,344 of the gross dividend per share of RON 0.1178 and of the date of payment of the dividends for the year 2023 as 21 June 2024, as set out in the note to the shareholders
    1. Note – document published on 6 March 2024
  • OGMS – Item 5. Approval of the discharge of liability of the members of Electrica’s Board of Directors for the financial year 2023.
    1. Note – document published on 6 March 2024
  • OGMS – Items 6 and 7. Approval of the income and expenses budget of Electrica for the financial year 2024, at individual level and at consolidated level – documents published on 6 March 2024
    1. Note
    2. 2024 income and expenses budget, at individual and at consolidated level, searchable version
  • OGMS – Item 8. Submission of the Remuneration Report for Directors and Executive Managers of Electrica for 2023, to 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 – documents published on 6 March 2024
    1. Note
    2. Remuneration Report for Directors and Executive Managers of Electrica, for 2023, searchable
    3. Remuneration Report for Directors and Executive Managers of Electrica, for 2023, searchable,  republished on 2 April 2024 (clerical errors corrections)
  • OGMS – Item 9. Establishment of the date of 31 May 2024 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.
  • OGMS – Item 10. Establishment of the date of 30 May 2024 as ex-date, the date on which financial instruments are traded without rights deriving from Electrica OGMS.
  • OGMS – Item 11. Information regarding the prescription of the shareholders’ right to dividends for the years 2017, 2018 and 2019, as per the Note made available to the shareholders, according to the law.
    1. Note – document published on 25 March 2024

  • OGMS – Item 12. 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 Energetică 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.
    1. Note – document published on 26 March 2024
  • OGMS – Item 13. Empowerment of the Chair 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.

EGMS

The documents corresponding to the Extraordinary General Meeting of Shareholders (EGMS) agenda can be downloaded below:

1.1.  The ceiling of up to EUR 300.000.000 for a bond issue or several subsequent issues of green bonds or sustainability-linked bonds, or a mix thereof, of Societatea Energetica Electrica S.A. (ELSA) for the period 2024-2025, which may be denominated in both RON and other currencies and may be issued on the Romanian or international capital market (EU and USA) on the basis of a flexible structure, with a fixed or variable interest rate (including the possibility of including a step-up or step-down mechanism for Bonds whose terms and conditions will be correlated with ELSA’s sustainability objectives). The bonds will be nominative, non-convertible, non-guaranteed, in dematerialized form by registration in the account, will be part of the same class of securities and may be issued for a maximum maturity of up to 10 years and will be sold through the Offer for Sale addressed to investors from the capital market, through a financial investment services company / credit institution / intermediation syndicate/ entities of their nature authorized in member or non-member states to provide investment services and activities (the “Intermediary”), according to the applicable local, European or international capital market legislation and will be admitted to trading on a regulated market.

1.2. Mandating of the Board of Directors of Societatea Energetica Electrica S.A. (ELSA) to take all measures, in the name and on behalf of Societatea Energetica Electrica SA, in accordance with the main terms and conditions approved by the EGMS according to item 1.1, in order to initiate, carry out and complete the bond issuance operations within the ceiling of EUR 300,000,000, including by, but not limited to, the following:
a) establishing the value limits of each bond issue;
b) establishing the currency and maturity of each bond issue;
c) negotiating and approving bond issue prospectuses or the Final Terms (in case of a Programme of issuance with a base prospectus) and any other issuance conditions,
d) establishing in detail the parameters of the offers, as a result of the proposals of the Intermediary;
e) approving the final terms of each of the individual tranches of Bonds to be established by decision of the Board of Directors on the occasion of each issue, in compliance with the legal provisions applicable on the date of each such issue, these terms resulting from the market prospecting process and as a result of the bookrunning process;
f) establishing the effective subscription period and the subscription procedure;
g) signing all the documents necessary for the initiation and development of Offers for the Sale of Bonds, including the hiring of consultants, legal or other domains, specialized in the local, European or international capital market legislation as well as any other document necessary for the admission to trading of the bonds, their registration in any necessary register and any other acts or documents necessary for the realization and completion of the bond issues even if they are not mentioned in this decision;
h) the signing, through his representative, of any other acts or documents, even if they are not mentioned in this decision, but which are necessary in order to fulfil the above purposes for the proper fulfilment of the present decision.
The Board of Directors may delegate to the executive management of ELSA the undertaking of certain or all of the operational activities required to implement the operations of bond issuance above mentioned on item 1.1.

    • EGMS – Items 2-6 – document published on 26 March 2024 – Note related to items 2-6 below: and Draft Articles of Association updated accordingly
      Note on items 2-6 on the EGMS agenda: Items 2-6 are linked, so they can only be implemented if they are all approved by the EGMS.
    • EGMS – Items 2 – 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.

    • EGMS – Items 3 – 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.

    • EGMS – Items 4 – Approval of the reduction of the social parts from 346,443,597 shares to 339,530,004 shares.

    • EGMS – Items 5 – 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.”

    • EGMS – Items 6 – Empowerment of the Chair of the Board of Directors to sign the Articles of Association of Societatea Energetică Electrica S.A., updated in accordance with the resolution adopted at the previous item.

    • EGMS – Items 7 – Empowerment of the Chair 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.

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