General Meeting of Shareholders as of 20 December 2023

OGMS and EGMS

General Meeting of Shareholder on 20 December 2023
Electrica’ OGMS and EGMS
Date and time: 20 December 2023, starting at 10:00 o’clock (Romanian time), respectively starting at 11:30 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.

OGMS

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

Documents published on 17 November 2023: 

OGMS-1. Approval of the condensed separate interim financial statements as at and for the ninemonths period ended 30 September 2023 for Societatea Energetica Electrica S.A., drafted for the merger by absorption between Societatea Energetica Electrica SA as absorbing company, and Societatea Electrica Productie Energie SA, Electrica Energie Verde 1 SRL and Green Energy Consultancy & Investments SRL, as absorbed companies, based on the 2023 standalone report of the directors and the independent auditor’s report.

  1. Note
  2. Separate financial statement
  3. Board of Directors’ Report
  4. Independent Auditor’s Report

For items 2-4 on the OGMS agenda there are no documents::

OGMS-2.Election of a new member of the Company’s Board of Directors to fill in the vacant position, following the termination of the term of office of the independent director George Cristodorescu. 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, respectively until 28 April 2025. The form of the mandate agreement for the new Board of Directors’ member was approved through the Ordinary General Meeting of Shareholders’ Resolution No. 1 from 9 February 2018, and the remuneration due to the new director will be according to the Remuneration Policy for Directors and Executive Managers approved through the Ordinary General Meeting of Shareholders’ Resolution No. 1 from 27 April 2023.

OGMS-3. Empowerment of the representative of the shareholder the Ministry of Energy, present in the OGMS, to sign, on behalf of the Company, the mandate agreement concluded with the member of the Board of Directors elected as per item 2 above.

Preliminary list of candidates for the position of member of the Board of Directors of Electrica – 14 November 2023 – (Proposal received on 14 November 2023 from the European Bank for Reconstruction and Development (EBRD))

Final list of candidates for the position of member of the Board of Directors of Electrica – 16 November 2023

EGMS

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

Documents published on 17 November 2023: 

Documents published on the date of the convening notice:

Note related to items 1-5, listed below

Annex 1 to the note related to items 1-5, listed below – the Draft Terms of Merger – searchable ; authenticated (Romanian only)

Annex 2 to the note related to items 1-5, listed below – Report of the Board of Directors of ELSA, drafted in accordance with art. 243^2 from Law 31/1990 – related to item 2, listed below

Valuation Report – establishing the price to be paid by the company for the shares of the shareholders that exercise their right to withdraw from the company – related to item 3, listed below.

Procedure regarding the Withdrawal from the Company of the shareholders in accordance with art 134., para 1, letter d) from Law 31/199 – related to item 4.8, listed below

Report of the independent expert, drafted in accordance with art. 243^3 from Law 31/1990

Financial statements as at and for the nine-months period ended 30 September 2023 for the companies participating in the merger:

NOTE: The financial statements as at and for the nine-months period ended 30 September 2023 for the absorbing company, Electrica S.A. are available above, as documents related to item 1 on the OGMS agenda

The financial statements as at and for the nine-months period ended 30 September 2023 for the absorbed companies have been published in English on 16 November 2023 (they have been available in Romanian since the date of the convening notice):

Documents related to the merger process, published for information of the shareholders:

Rapoartele administratorilor societatilor absorbite, intocmite conform art. 243^2 din Legea Societatilor 31/1990 – published on the date of the convening notice:

Report of the Board of Directors of EPE, drafted in accordance with art. 243^2 from Law 31/1990

Report of the Board of Directors of GECI, drafted in accordance with art. 243^2 from Law 31/1990

Report of the Board of Directors of EEV1, drafted in accordance with art. 243^2 from Law 31/1990

Annual financial statements for the last 3 years for the companies participating in the merger

For Electrica SA, the individual financial statements, together with the Board of Directors’ Report and the independent auditor report may be found in the following pages:

http://10.91.255.89/en/investors/results-and-reports/financial-results/financial-statements-for-2020/

http://10.91.255.89/en/investors/results-and-reports/financial-results/financial-statements-for-2021/

http://10.91.255.89/en/investors/results-and-reports/financial-results/financial-statements-for-2022/

The financial statements for 2020, 2021 and 2022 for EPE, GECI and EEV1 – published in English on 16 November 2023 (they have been available in Romanian since the date of the convening notice):

EPE – Financial Statements 2021; Financial Statements 2022 (note: the company was incorporated in september 2021)

GECI – Financial Statements 2020 ; Financial Statements 2021 ; Financial Statements 2022

EEV1 – Financial Statements 2020 ; Financial Statements 2021 ; Financial Statements 2022

The list of contracts over 10.000 RON in execution – for all the companies participating in the merger:

ELSA – List of contracts over 10.000 RON

EPE – List of contracts over 10.000 RON

GECI – List of contracts over 10.000 RON (updated list on 15 Dec 2023)

EEV1 – List of contracts over 10.000 RON

Items on the EGMS Agenda

  1. Informing the Extraordinary General Meeting of shareholders („EGMS”) of Societatea Energetica Electrica SA („ELSA” or „Electrica”), considering the capacity of Electrica of participating company in the merger process and of shareholder/associate of the companies Electrica Producție Energie SA („EPE”) and Green Energy Consultancy & Investments SRL („GECI”), regarding (i) the decision of Electrica’s Board of directors regarding the approval for expressing a favourable vote (“for”) of ELSA in the extraordinary general meeting of shareholders (“EGMS”) of EPE and mandating the representative of ELSA to participate and vote in the EGMS of EPE, and mandating the representative of ELSA to adopt and sign the Resolution of the Sole Shareholder of GECI, and (ii)the decision of the Board of Directors of EPE regarding the mandate of the representative of EPE to adopt and sign the Resolution of the Sole Shareholder of EEV1 regarding the following aspects:
    1.1. The authenticated Draft Terms of Merger, to be submitted with the Trade Register within the Bucharest Court of Law, in order to be published in the Official Gazette, Part IV, (“Draft Terms of Merger”). The financial statements used for determining the conditions of the merger, namely the financial statements drafted as and for the period that ended on 30.09.2023, were audited by the financial auditor in case of ELSA and accompanied by the censors’ report in case of EPE, GECI and EEV1. When the draft terms of merger were drawn up, the events which occurred after this date and impacted the implementation of the merger were taken into consideration;
    1.2. The process of merger by absorption, whereby ELSA, as the absorbing company, will absorb EPE, GECI and EEV1, as the absorbed companies, according to the provisions of art. 238 para. (1) let. a) of Law on Companies no. 31/1990 and according to the provisions of the Draft Terms of Merger, a process which mainly involves the transfer of all the assets and liabilities that belong to EPE, GECI and EEV1 to ELSA, followed by the dissolution without winding up of EPE, GECI and EEV1. The merger will be carried out without increasing the share capital of ELSA.
    1.3. The actual date of the Merger, as stipulated in the Draft Terms of Merger, namely 31 December 2023 (“Effective Date”);
    1.4. The implementation of the Merger, namely the transfer of all the assets and liabilities that belong to the absorbed companies, EPE and GECI, to the absorbing company, ELSA, according to the provisions of Law on Companies no. 31/1990, of the Draft Terms of Merger and of the statements of the absorbed companies on the settlement of the liabilities.
  2. Informing the Extraordinary General Meeting of shareholders („EGMS”) of Societatea Energetica Electrica SA („ELSA” or „Electrica”), by considering the capacity of Electrica of participating company in the merger process between Electrica, as the absorbing company, and EPE, GECI and EEV1, as the absorbed companies (hereinafter collectively referred to as “Companies”), about the report of ELSA’s directors, drawn up in accordance with art. 2432 from the Companies’ Law no. 31/1990 and the expert’s report on the exchange rate, drawn up according to art. 2433 from the Companies’ Law no. 31/1990.
  3. Informing the Extraordinary General Meeting of shareholders („EGMS”) of Societatea Energetica Electrica SA („ELSA” or „Electrica”), by considering the capacity of Electrica of participating company in the merger process between Electrica, as the absorbing company, and EPE, GECI and EEV1, as the absorbed companies (hereinafter collectively referred to as “Companies”), regarding the price established according to the valuation standards in force, according to the law, which is to be paid by ELSA for the shares of the persons that exercise their right to withdraw from the company, in value of RON 9.66/share, according to Valuation report no. 894/28.10.2023, drafted by Darian DRS SA, an independent valuator registered with A.S.F., appointed according to the legal provisions;
  4. Approval by the Extraordinary General Meeting of shareholders („EGMS”) of Societatea Energetica Electrica SA („ELSA” or „Electrica”), by considering the capacity of Electrica of participating company in the merger process between Electrica, as the absorbing company, and EPE, GECI and EEV1, as the absorbed companies (hereinafter collectively referred to as “Companies”), of the following:
    4.1. The authenticated Draft Terms of Merger, to be submitted with the Trade Register within the Bucharest Court of Law, in order to be published in the Official Gazette, Part IV, (“Draft Terms of Merger”). The financial statements used for determining the conditions of the merger, namely the financial statements drafted on and for the period that ended on 30 September 2023, were audited by the financial auditor in case of ELSA and accompanied by the auditors’ report in case of EPE, GECI and EEV1. When the draft terms of merger were drawn up, the events which occurred after this date and impacted the implementation of the Merger were taken into consideration;
    4.2. The process of merger by absorption, whereby ELSA, as the absorbing company, will absorb EPE, GECI and EEV1, as the absorbed companies, according to the provisions of art. 238 para. (1) let. a) of Law on Companies no. 31/1990 and according to the provisions of the Draft Terms of Merger, a process which mainly involves the transfer of all the assets and liabilities that belong to EPE, GECI and EEV1 to ELSA, followed by the dissolution without winding up of EPE, GECI and EEV1. The merger will be carried out without increasing the share capital of ELSA.
    4.3. The actual date of the Merger, as stipulated in the Draft Terms of Merger, namely 31 December 2023 (“Effective Date”);
    4.4. The implementation of the Merger, namely the transfer of all the assets and liabilities that belong to the absorbed companies, EPE, GECI and EEV1, to the absorbing company, ELSA, according to the provisions of Law on Companies no. 31/1990, of the Draft Terms of Merger and of the statements of the absorbed companies on the settlement of the liabilities. The rights over the assets and liabilities that belong to the absorbed companies will be legally transferred as an effect of the process of merger by absorption, by means of a universal transfer, to ELSA, on the Effective Date, and the transfer will be implemented according to the Draft Terms of Merger. ELSA, as the absorbing company, and EPE, GECI and EEV1, as the absorbed companies, will conclude, at any time until the Effective Date, delivery and acceptance protocols, which will become effective on the Effective Date, which will list all the assets and liabilities that are transferred following the Merger. After the Effective Date, ELSA may also conclude, as the case may be, one or several transfer protocols which will list the assets and liabilities that are transferred following the Merger. ELSA will also take over all the movables of EPE, GECI and EEV1, and all the technical equipment (including underground and overground equipment) that is necessary for the operation of the photovoltaic power station, which is currently operational, owned by EEV1, and the implementation of the photovoltaic power station developed by GECI;
    4.5. The universal and legal transfer to ELSA of all present and future rights (in rem and in debt) over the immovable assets owned by GECI and EEV1 (as EPE does not own immovable assets) owned or used by them while carrying out their activities with any right and in any form, and all the related rights in connection therewith, according to the provisions of the Draft Terms of Merger, as an effect of the Merger, starting with the Effective Date;
    4.6. The list which contains all the ownership rights regarding the real estate property owned by GECI and EEV 1 (as EPE does not have real estate property), and all the other real estate rights in rem that belong to GECI and EEV1 1 (as EPE does not have real estate rights in rem) which will be taken over as of the Effectiveness Effective Date of the Merger by ELSA as the absorbing company, a list which constitutes Annex no. 2 to the Draft Terms of Merger;
    4.7. The implementation by ELSA, after the Effective Date, according to the applicable legal provisions, of the real estate advertising formalities and any other formalities which are necessary for transferring the rights (in rem and in debt) over the immovable assets;
    4.8. The procedure regarding the withdrawal from the Company of the shareholders in accordance with art 134 from Law no. 31/1990;
    4.9. The empowerment of the CEO of ELSA with the possibility of sub-delegating all of his rights to a third party, without requiring a prior approval, to act with full power and authority before all courts of law, registries, departments, offices, notaries, agencies and other official persons, institutions or entities, natural persons or legal entities from Romania, before any administrative-territorial unit thereof, or any municipal authority from Romania, or before any other natural persons or legal entities, in order to register with the Trade Register and ensure the binding power of the process of merger by absorption between ELSA, EPE, GECI and EEV1 and the effects of the merger, as regulated by the Draft Terms of Merger, indicated and approved by the resolution of the EGMS of ELSA. The CEO of ELSA is mandated thorhgnthe adopted resolution to sign any documents, to deliver documents, to pay fees, taxes and other amounts, and to carry out any other actions or activities, and to take any measures which are necessary and useful in order to register the Merger and the effects of the Merger with the Trade Register. This mandate is valid until its revocation or termination, whichever occurs first.
  5. Approval by the Extraordinary General Meeting of shareholders („EGMS”) of Societatea Energetica Electrica SA („ELSA” or „Electrica”), considering the capacity of Electrica as a shareholder of companies Electrica Productie Energie SA and Green Energy Consultancy & Investments SRL, of the mandate granted to the representative of Societatea Energetica Electrica S.A. to participate and vote in the extraordinary general meeting of shareholders of EPE, respectively mandating the representative of ELSA to adopt and sign the Resolution of the Sole Shareholder of GECI, to express a favourable vote (“for”) on:
    5.1. The dissolution without liquidation and the deregistration from the Trade Register and from the records of the financial administration of the absorbed companies Societatea Electrica Productie Energie SA and Green Energy Consultancy & Investments SRL as of the Effective Date of the Merger, as an effect of the Merger, according to the provisions of the Draft Terms of Merger;
    5.2. The empowerment of the members of the Board of Directors of companies Electrica Productie Energie SA and Green Energy Consultancy & Investments SRL, 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 the resolution of the extraordinary general meeting of shareholders of EPE / the resolution of the Sole Shareholder of GECI, with the Trade Register Office.
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