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EGMS Resolutions as of 21 March 2022

21st Mar 2022 09:00

RNS Number : 4254F
Societatea Energetica Electrica SA
21 March 2022
 

To: Bucharest Stock Exchange (BSE)

London Stock Exchange (LSE)

Romanian Financial Supervisory Authority (FSA)

 

Current report in compliance with the Law 24/2017 on issuers of financial instruments and market operations, the Romanian Capital Market Law no. 297/2004, FSA Regulation no. 5/2018, and the Bucharest Stock Exchange Code

Report date: 21 March 2022

Company name: Societatea Energetica Electrica S.A. (Electrica)

Headquarters: 9 Grigore Alexandrescu Street, 1st District, Bucharest, Romania

Phone/fax no.: 004-021-2085999/004-021-2085998

Fiscal Code: RO 13267221

Trade Register registration number: J40/7425/2000

Subscribed and paid in share capital: RON 3,464,435,970

Regulated market where the issued securities are traded: Bucharest Stock Exchange (BSE) and London Stock Exchange (LSE)

Significant events to be reported:

The Resolution of the Extraordinary General Meeting of Shareholders of Societatea Energetica Electrica S.A. ("Electrica" or the "Company") of 21 March 2022

Electrica hereby informs that, on 21 March 2022, the Extraordinary General Meeting of Shareholders (EGMS) of Electrica took place at the Company's headquarters in Bucharest, 9 Grigore Alexandrescu Str., District 1, postal code 010621, "Radu Zane" conference room, starting at 10:00 o'clock (Romanian time), respectively, being duly held in accordance with the legal and statutory provisions upon the first calling.

The EGMS of Electrica was attended by the shareholders registered in the shareholder's register kept by Depozitarul Central S.A. as of 22 February 2022, set as reference date, in person, by representative or through vote by correspondence, the quorum met being approx. 66.18% of the total voting rights and approx. 64.86% of the share capital of the Company.

The meeting was chaired by Mr. Adrian-Florin Lotrean, member of the Board of Directors of Electrica.

Within the EGMS, Electrica's shareholders approved the following items on the agenda with a majority of the votes held by the present or validly represented shareholders or by the shareholders that voted by correspondence:

1. The empowerment of Electrica's representative, considering Electrica as Electrica Furnizare SA (EFSA) shareholder, to participate in EFSA's EGMS and to express a favourable vote ("for") regarding the approval of a total ceiling of short-term financing that can be contracted by EFSA during the financial year 2022 from banking institutions (commercial banks or international financial institutions - IFI) for financing its current activity in the amount of up to RON 1,500,000,000 (which includes the amounts approved/that will be approved until the date of the EGMS), with the guarantee of Electrica, the value of the guarantee provided by Electrica being of maximum RON 1,650,000,000 (which includes the guarantees approved/that will be approved until the date of the EGMS), according to the substantiation note.

2. The empowerment of Electrica's representative, considering Electrica as EFSA's shareholder, to participate in EFSA's EGMS and to express a favourable vote ("for") regarding the approval of EFSA's Board of Directors to undertake all measures in the name and on behalf of EFSA, within the approved ceilings and within the level of indebtedness applicable at the date of approval of the individual transactions, in order to initiate, conduct and complete the operations required to implement those above mentioned on item 1 above, including, but not limited to:

a) To approve the individual financing transactions (credit contracting and guarantee) that will be contracted within the ceiling;

b) To represent it with full powers before banks, financial institutions, affiliates and any third parties;

c) To negotiate and accept the contractual clauses, which will include, without limitation, the level of costs and commissions as well as the reimbursement of costs with legal advice for the benefit of banks, if applicable (legal opinion on the contract), cases of fault, early repayment, the right to be distributed / received dividends.

d) To negotiate and accept the type, form and conditions of the guarantees;

e) To sign the credit agreements, the related guarantee contracts / the related guarantee, any other additional to them, as well as any other necessary documents in connection with these contracts / documents;

f) To carry out any other legal activity that it will consider necessary for the above mentioned purpose.

The above mandate is granted also for any other amendments of the banking contracts, of the financing contracts and / or of the related guarantee contracts / guarantees, within the limits of the approved ceilings for credits and guarantee, including and not limited to the purpose, type, use, modification of the duration of the credits and of the constituted guarantees.

The Board of Directors may delegate to the executive management of EFSA the undertaking of certain or all of the operational activities (except those indicated in point a)) required to implement the operations mentioned on item 1.

3. The empowerment of the Chairman 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 Bucharest Court, as well as the publication of the EGMS resolution according to the law.

 

 

Chief Executive Officer

Georgeta - Corina Popescu

 

 

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