General Meeting of Shareholders on 5 February 2025

Electrica’s OGMS and EGMS
Time: 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, 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. 

The voting documents for the OGMS – available since 10 December 2024:

The support documents for the agenda of OGMS may be downloaded below:

OGMS – Documents for items 1 and 2:

OGMS – Document fot item 3 – Note published on 21 November 2024

  1. Election of a new member of the Company’s Board of Directors for filling in the vacant position, following the renunciation to the mandate by Mr. Dumitru Chiriță. The term of the mandate of the elected director will be for a duration equal to the period remaining until the expiry of the mandate for the vacant position, i.e. until 25 January 2028. The form of the mandate agreement of the new member of the Board of Directors has been approved through the Ordinary General Meeting of Shareholders’ Resolution No. 1 of 9 February 2018, and the remuneration for the new director will be established according to the Remuneration Policy for Directors and Executive Managers, approved through the Ordinary General Meeting of Shareholders’ Resolution no. 1 of 27 April 2023.
  2. Empowerment of the representative of the Ministry of Energy, present in the OGMS, to sign, in the name of the Company, the mandate agreement with the member of the Board of Directors elected according to item 1 above.
  3. Approval of the appointment of Deloitte Audit S.R.L. as the auditor for Electrica S.A. the reporting of the corporate sustainability statement prepared in accordance with the requirements of Directive (EU) 2022/2464 on corporate sustainability reporting (“CSRD”) and Delegated Act No. 5303/2023 on European sustainability reporting standards (“ESRS”) which complements the CSRD Directive transposed into the national legislation by Order of the Ministry of Public Finance No. 85/2024 on regulating aspects related to the sustainability reporting (“OMFP 85/2024”), as well as establishing the duration of the audit contract for the sustainability statement report to 2 years, respectively for the financial years 2024 and 2025, starting from 5 February 2025, until 30 April 2026.
  4. Empowering the Chairperson of the Meeting, the meeting secretary and the technical secretary to sign together the OGMS resolution and to perform individually, and not together, any act or formality required by law for the registration of the OGMS resolution with the Trade Register Office attached to the Bucharest Tribunal, as well as for the publication of the OGMS resolution according to the law.

The voting documents for the EGMS – available since 10 December 2024:

The support documents for the agenda of EGMS may be downloaded below:

EGMS – Note for items 1-4 – published on 21 November 2024

EGMS – Documents for items 5 and 6 – published on 21 November 2024:

  1. Approval of the mandate granted to the representative of ELSA, considering the capacity of Electrica as a 60% shareholder in Crucea Power Park S.R.L. (“CPP”) to participate to the Shareholders’ Meeting of CPP and to express a favorable vote (“for”) regarding the approval
    of the investment project undertaken by CPP – Crucea Est wind farm “Construction of a wind farm, medium voltage electrical network, park -electrical transformer station, underground 110 KV line, land fencing, and connection to the National Energy System (SEN) (main transformer station 110KV/400KV), connection to airline electrical network 400KVA, reinforcement works & Installation of battery electricity storage capacity” – in Crucea and Pantelimon communes, Constanta County (Crucea Est wind farm), with a total investment value of up to 253,000,000 EUR, excluding VAT, and the approval of the initiation of the implementation of the investment.
  2. Approval of the mandate of ELSA’s Board of Directors to grant the participation and voting mandate in the Shareholders’ Meeting of CPP regarding the conclusion of the EPC (Engineering, procurement and construction) contract, as well as any other contracts necessary for the completion of the investment mentioned in the previous item, within an investment value limit of up to EUR 253,000,000 EUR excluding VAT.
  3. Approval, considering the capacity of Electrica as a 60% shareholder in Crucea Power Park S.R.L. (“CPP”), of the mandate of Electrica’s representative to participate in the Shareholders’ Meeting of CPP and to express a favorable vote (“for”), for the empowerment of the members of the Board of Directors of CPP, individually, and not jointly, with the possibility of sub-delegating, in order to fulfil the formalities imposed by the applicable legislation in order to register and publish the Shareholders’ Resolution of CPP, with the Trade Register Office.
  4. Approval of the following:
    • 4.1 the granting of a Shareholder Loan by Societatea Energetică Electrica SA („ELSA”) to Crucea Power Park SRL, in the amount of up to 253,000,000 EUR (the equivalent in RON at the exchange rate of the National Bank of Romania on the date of the loan agreement), for a period of up to 12 months, for the purpose of financing the investment works needed for the construction and operation of the “Crucea Est” wind farm – The Crucea Est Wind Farm Project;
    • 4.2 the mandate of ELSA’s Board of Directors („The Company”), within the limits of the approved value ceilings, in the name and on behalf of ELSA, to take to following actions:
      1. to represent it with full powers in front of Crucea Power Park SRL and any third parties or affiliates in connection with the operation indicated at item 1 above, as it was proposed;
      2. to negotiate and accept the contractual guarantee clauses, which shall include, but will not limited to, the type, level of costs and fees, types of costs/amounts covered by guarantees, the duration, obligations, prohibitions and liabilities, cases of default, early repayment, right to have dividends distributed/received;
      3. to negotiate and accept the type, form and conditions of guarantees;
      4. to sign the documents regarding the credit contract, the corresponding guarantee contracts, any other addendums to those, and also any other documents in relation to such contracts;
      5. to fulfil any other legal activity that it considers necessary for the above – mentioned purpose.
    • The Board of Directors will be able to sub-delegate to ELSA’s executive management the execution of all or certain operational activities in order to implement the operations mentioned at item 4.1.
    • The above mandate, including the possibility of sub- delegation, is also granted for any other amendments to the contracts—within the limits of the value ceilings approved for the credit, and guarantees related to the operation mentioned at item 4.1., including, but not limited to, the purpose, type, use, modification of the contract duration, and/or established guarantees.
  1. Approval of the amendment of Article 5 para. (2) of the Articles of Association of Societatea Energetică Electrica S.A., in order to update the main NACE code and updating and completing the NACE codes related to the secondary activities of the company (please see the Convening notice).
  2. Empowering the Chairperson of the Meeting to sign the Articles of Association of Societatea Energetică Electrica S.A., updated according to the resolution adopted in item 5.
  3. Empowering the Chairperson of the Meeting, the meeting secretary and the technical secretary to sign together the EGMS resolution and to perform individually, and not together, any act or formality required by law for the registration of the EGMS resolution with the Trade Register Office attached to the Bucharest Tribunal, as well as for the publication of the EGMS resolution according to the law.

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