General Meeting of Shareholders as of 23 August 2023

EGMS

General Meeting of Shareholder on 23 August 2023
Electrica’ EGMS
Date and time: 23 August 2023, 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

Platform de vot online: electrica.voting.ro

Shareholders Workshop Invitation – 16 August 2023, 11:30 – click here

Presentation of the Workshop regarding the merger proposed for EGMS – click here

Transcript Workshop regarding the erger proposed for EGMS = click here

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


EGMS – Note related to items 1, 2 and 3 on the agenda, respectively:

  1. Approval in principle of the merger by absorption between Societatea Energetica Electrica SA (ELSA), Societatea Electrica Productie Energie SA (EPE), Electrica Energie Verde 1 SRL (EEV) and Green Energy Consultancy & Investments S.R.L. (GECI) (together “the Companies”) and the participation of the Companies in the merger, with Societatea Energetica Electrica SA as absorbing company, the companies Electrica Productie Energie SA, Electrica Energie Verde 1 SRL and Green Energy Consultancy & Investments S.R.L.as absorbed companies (“Merger”);
  2. Approval of the date of 30 June 2023 as the reference date of the financial statements that will be used to determine the conditions of the Merger, respectively the audited financial statements prepared as and for the period ended on 30 June 2023. In the context of the merger project, the events occurring after this date that influence the implementation of the Merger will also be considered.
  3. Approval of the empowerment of the Board of Directors of Societatea Energetica Electrica SA, for the fulfillment of all necessary documents and operations in connection with the Merger, including the drafting of the merger project, its signing and publication in the Official Gazette of Romania. The necessary formalities for its publication may be sub-delegated.

EGMS – Note related to items 4 and 5 on the agenda, respectively:

  1. Approval of the increase of the guarantee granted by ELSA within the non-revolving term facility, concluded between EBRD and DEER, in order to finance the current activity, especially the purchase of the electricity necessary to cover the own technological consumption and the liquidity deficit. The amount of the credit facility will increase from Ron 180,000,000 up to Ron 240,000,000. The amount of the guarantees provided by ELSA (which will not be real guarantees) is 130% of the increased credit facility value (up to Ron 240,000,000), expressed in Eur or Ron equivalent and calculated at the NBR exchange rate for Eur/Ron from the date of endorsement by ELSA’s Board of Directors of the substantiation note. However, the guarantee may also be constituded by reference to the NBR Eur/Ron exchange rate from the date of signing the addendum to the contract and/or the setting up/ supplementing the guarantee.
  2. Approval of the empowerment of ELSA’s Board of Directors to take, in the name and on behalf of ELSA, within the limits of the approved value ceilings, all the necessary measures in order to initiate, carry out and complete the operation of guarantee from point 1. The Board of Directors will be able to sub-delegate to the executive management of ELSA the execution of all/some operational activities in order to implement the operations mentioned to in point 4.
    The above mandate, including the possibility of sub-delegation, is also granted for any other amendments to the contracts of guarantee/ related guarantees, within the limit of the value ceilings approved for the guarantee, including, and not limited to the purpose, type, use, modification of the term of the established guarantees.

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