General Meeting of Shareholders as of 27 April 2023

OGMS and EGMS

Annual General Meeting of Shareholder on 27 April 2023
Electrica’ OGMS and EGMS
Date and time: 27 April 2023, 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

Platform de vot online: 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 2022, 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 2022 and the Independent Auditor’s Report on the Separate Annual Financial Statements at the date and for the financial year ended 31 December 2022 – documents published on 7 March 2023
    1. Note
    2. Separate Financial Statements – executed version; searchable version; xHTML format*
    3. Directors’ Report** – executed version; 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 2022, 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 2022 and the Independent Auditor’s Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2022 – documents published on 7 March 2023
    1. Note
    2. Consolidated Financial Statements – executed version; searchable version; xHTML format*
    3. Directors’ Report** – executed version; 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 2022, prepared in accordance with the International Financial Reporting Standards adopted by the European Union, based on the Directors’ Report for the year 2022 and the Independent Auditor’s Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2022 – documents published on 24 March 2023
    1. Note
    2. Consolidated Financial Statements – executed version; searchable version; xHTML format*
    3. Directors’ Report** – executed version; searchable version
    4. Independent Auditor Report

(*) The pdf versions of the separate and consolidated financial statements, issued in the single European electronic format (respectively the xHTML format) are available.

(**) Directors’ Report for the year 2021 (based on the consolidated and separate financial statements prepared in accordance with International Financial Reporting Standards as adopted by the European Union) regarding the economic and financial activity of Electrica Group and Societatea Energetica Electrica S.A. in compliance with art. 65 of the Law no. 24/2017 republished, on issuers of financial instruments and market operations and with annex no. 15 to ASF Regulation no. 5/2018 and the Bucharest Stock Exchange Code for the 12 month period ended 31 December 2021

Note: The Consolidated Financial Statements in xHTML version published on 24 March 2023 were replaced on 27 March 2023 without any change to the figures. Also, the Consolidated Financial Statements in executed version and searchabe version published on 24 March 2023 were replaced on 28 March 2023 due to critical errors.

  • OGMS – Items 4. Approval of Electrica’s Board of Directors proposal on the distribution of the net profit for the financial year 2022, the approval of the total gross dividend value of RON 39,999,343, of the gross dividend per share of RON 0.1178 and of the date of payment of the dividends for the year 2022 as 23 June 2023, as set out in the note to the shareholders
    1. Note – document published on 7 March 2023
  • OGMS – Item 5. Approval of the discharge of liability of the members of Electrica’s Board of Directors for the financial year 2022.
    1. Note – document published on 7 March 2023

  • OGMS – Items 6 and 7. Approval of the income and expenses budget of Electrica for the financial year 2023, at individual level and at consolidated level – documents published on 24 March 2023

    1. Note
    2. 2023 income and expenses budget, at individual and at consolidated level, searchable version, executed
  • OGMS – Item 8. Approval of the amendment of the maximum annual number of meetings to be remunerated for the participation to the meetings of the Board of Directors, respectively, to the meetings of each individual Consultative Committee, as it is presented in the Note related to this item on the agenda.
  • OGMS – Item 9. Approval of the amendment of the type of long-term variable remuneration granted to executive managers with a mandate contract, by replacing the remuneration in virtual stock options (OAVT) of the company with remuneration in free shares of the Company and detailing the main elements of the new system of remuneration in shares within the Remuneration Policy for Directors and Executive Managers.
  • OGMS – Item 10. Approval of the amended version of the Remuneration Policy for Directors and Executive Managers, in the form attached to the Note related to this item on the agenda, which will be made available to the shareholders, mentioning that the changes from items 8 and 9 will only be implemented if they are approved by the Ordinary General Meeting of the shareholders; the Policy will enter into force from the date of its approval by the Ordinary General Meeting Shareholders.
  • OGMS – Item 11. The empowerment of the representative of the Ministry of Energy, present in the OGMS, to execute, on behalf of the Company, the Addenda to the mandate contracts concluded with the members of the Board of Directors, to reflect the approvals from items 8 and 10 on the agenda.
    1. Note for items 8, 9, 10 and 11 – document published on 7 March 2023
    2. Electrica’ s Remuneration Policy for Directors and Executive Managers – documents published on 7 March 2023 – track version ; clean version
    3. Concept of remuneration in free shares for executive managers within Electrica Group – document published on 7 March 2023 – searchable version

    • OGMS – Item 12. Submission of the Remuneration Report for Directors and Executive Managers of Electrica, for 2022, 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 7 March 2023
      1. Note
      2. Remuneration Report for Directors and Executive Managers of Electrica, for 2022 searchable version, executed

    • OGMS – Item 13. Approval of the appointment of the financial auditor of Electrica, DELOITTE AUDIT S.R.L., a limited liability company, established and operating in accordance with the Romanian legislation, having its headquarters in Bucharest, District 1, The Mark building, Calea Grivitei, No. 84-98 and 100-102, 9th floor, Romania, registered with the Trade Registry under no. J40/6775/1995, sole identification code (CUI) 7756924, with authorization no. 25, issued by the Chamber of Financial Auditors of Romania on 25.06.2001 and registered in the Electronic Public Register of the Authority for Public Supervision of the Statutory Audit Activity (“ASPAAS”) with no. FA25, for a period of 3 years, respectively for the financial years 2023, 2024 and 2025, starting with of 28 April 2023 until 30 April 2026.
      1. Note – document published on 7 March 2023

    EGMS

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

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

    • EGMS – Item 1.
      1. I. Approval of the buyback by the Company of its own shares, for the implementation of the Remuneration Plan in free shares for executive managers with a mandate contract, within the Electrica Group, under the following conditions:
      – The purpose of the program: awarding free shares to executive managers with a mandate contract, according to the performance criteria and award conditions established by the Remuneration Policy for directors and executive managers with a mandate contract of S.E. Electrica S.A. (”Policy”) and, respectively, through the Subsidiaries’ own policies. The duration of the Remuneration Plan in free shares is 4 years with an intermediate investment period of 2 years;
      – Maximum number of shares that may be repurchased: maximum 1,750,000 shares (0.5% of the share capital);
      – The minimum price per share: the minimum purchase price will be the BSE market price from the moment of the purchase;
      – Maximum price per share: 15 lei;
      – Duration of the buyback authorization: maximum 18 months from the date of publication of the resolution in the Official Gazette of Romania, Part IV.
      – The nominal value of the own shares thus repurchased cannot exceed, together with any other own shares owned by SE Electrica SA, the threshold of 10% of the subscribed share capital;
      – The payment of the repurchased shares will be made from the distributable profit or from the company’s available reserves, registered in the last approved annual financial statement, with the exception of the legal reserves.
      The implementation of the company’s buyback program of its own shares, mentioned under this item, is conditional on the approval by the Ordinary General Meeting of Shareholders of the amendments to the Remuneration Policy for Directors and Executive Managers of S.E. Electrica S.A., in order to include the conditions regarding the Remuneration Plan in shares.
      In the event that the conditions for granting all shares redeemed for the purpose mentioned above will not be met, the Board of Directors will decide their allocation in accordance with the legal and internal regulations applicable at that time.

       

      II. Mandate to the Board of Directors to adopt all the necessary decisions and measures to carry out the company’s share buyback program, with the possibility of sub-delegation to the executive management.

      1. Note – document published on 7 March 2023
      2. Concept of remuneration in free shares for executive managers within Electrica Group – document published on 7 March 2023 – searchable version

    • EGMS – Item 2. The empowerment of Electrica’s representative, considering Electrica as Electrica Furnizare S.A. (EFSA) shareholder, to participate in EFSA’s EGMS and to take note on the information regarding the conclusion of the uncommitted, non-cash Credit facility contract for potential commitments no. 165 dated December 27, 2022, between BNP Paribas Bank S.A. and EFSA, on a short-term basis, for issuing bank guarantee letters, in the amount of RON 240,000,000, with automatic extension, guaranteed by Societatea Energetica Electrica S.A.
    • Note – document published on 7 March 2023

    BoD decisions reffering to the OGMS and EGMS agenda

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