4th Aug 2014 18:02
To: Bucharest Stock Exchange
Romanian Supervisory Authority
London Stock Exchange
Current report in compliance with the Romanian Capital Market Law no. 297/2004 and CNVM Regulation no. 1/2006
Report date: 04.08.2014
Company name: Societatea Comercială de Distribuţie şi Furnizare a Energiei Electrice - "ELECTRICA" S.A.
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 3,459,399,290
Regulated market where the issued securities are traded: Bucharest Stock Exchange (BVB), London Stock Exchange (LSE)
Significant events to be reported:
Convening of the Ordinary General Meeting of Shareholders of Societatea Comercială de Distribuţie şi Furnizare a Energiei Electrice - "ELECTRICA" S.A. ("Electrica" or the "Company") on September 22, 2014, 13:00 (Romanian time).
In compliance with the Companies Law no. 31/1990, Capital Market Law no. 297/2004 and CNVM Regulation no. 1/2006 on issuers and operations with securities, Electrica convenes the Company's shareholders at the Ordinary General Meeting of Shareholders (OGMS) on September 22, 2014.
The information materials related to the Agenda of the Electrica OGMS will be available at Electrica Registry Desk, as well as on the Company's web page (www.electrica.ro) starting from 4 July, 2014.
The Convening Notice of OGMS was approved by Electrica's Board of Directors through the Resolution of the Board of Directors no. 35 of 30 July 2014 and the Resolution of the Board of Directors no. 36 of 31 July 2014. The Convening Notice of the OGMS is to be published in the Official Gazette of Romania Part IV and in at least one national newspaper.
Attached:
Annex 1: Convening Notice of the Ordinary General Meeting of Shareholders of Electrica on September 22, 2014
General Manager
Ioan Roşca
Annex 1: Convening Notice of theOrdinary General Meeting of Shareholders of Electricaon September 22, 2014
CONVening notice
of the Ordinary general meeting of shareholders
of SOCIETatea COMERCIALăDE DISTRIBUŢIE ŞI FURNIZARE A ENERGIEI ELECTRICE - "ELECTRICA" S.A.
The Board of Directors of SOCIETATEA COMERCIALĂ DE DISTRIBUŢIE ŞI FURNIZARE A ENERGIEI ELECTRICE - "ELECTRICA" S.A. (hereinafter the "Company"), headquartered in Bucharest, 9 Grigore Alexandrescu Street, sector 1, registered with the Commercial Registry under number J40/7425/2000, sole registration code (CUI) RO 13267221, with a subscribed and entirely paid share capital of RON 3,459,399,290, according to the provisions of the Companies Law No. 31/1990, republished, as subsequently amended and republished, Law No. 297/2004 on the capital market, as subsequently amended, National Securities Commission Regulation No. 1/2006 regarding issuers and securities operations, National Securities Commission Regulation No. 6/2009 regarding the exercise of certain rights of shareholders in general meetings of companies, and the Company's Articles of Association,
CONVENES
the Company's Ordinary General Meeting of Shareholders (OGMS) on 22 September 2014, 13.00 o'clock (Romanian time), at hotel MARSHAL GARDEN in Bucharest, 50B Calea Dorobantilor, Sector 1, Panoramic Room, 5th floor.
Should the legal and statutory quorum for convening the OGMS not be met on the above mentioned date, a second OGMS shall be convened and established for 23 September 2014, 13.00 o'clock (Romanian time), at the Company's headquarters located in Bucharest, sector 1, 9 Grigore Alexandrescu Street, Romania, Radu Zane room, having the same agenda.
Only the shareholders registered as shareholders in the Company's shareholders' register held by Depozitarul Central S.A. at the end of 26 August 2014 (the "Reference date") may attend and cast their votes in the OGMS.
The agenda of the OGMS shall be the following:
1. Acknowledgment of the Activity Reports of the non-executive directors for the first quarter and the first semester of 2014, respectively, and approval of the degree of fulfilment of the objectives and performance criteria of non-executive directors of the Company, for the first quarter and the first semester of 2014, respectively;
2. Appointment of a new board of directors of the Company, according to the Articles of Association and the applicable legal provisions;
3. Setting the "Registration Date" as 7 October 2014, should the resolution be taken at the first calling, and 8 October 2014, should the resolution be taken at the second calling, for the purpose of identification of the shareholders with respect to whom the effects of the resolution of the OGMS apply as per article 238 of Law No. 297/2004 on capital markets;
4. Empowering the President of the Board of Directors, the secretary of the meeting and the technical secretary to sign the resolution of the Ordinary General Meeting of Shareholders, and to perform any act or formality required by law for its registration and publication in the Commercial Registry Office of the Bucharest Tribunal.
Details on the OGMS:
Information materials and questions regarding the agenda
The convening notice, the meeting agenda, the documents to be presented to the OGMS, the full text of the draft resolution proposed to be adopted by the OGMS, as well as its updated version, should new items be added to the agenda, the form to be used for special powers of attorney and for the voting ballot form for the vote by correspondence, in Romanian and in English, as well as other information regarding the items included on the agenda shall be made available to shareholders as of 4 August 2014 until the date set for the OGMS, in electronic format on the Company's website at www.electrica.ro/informatii-utile/aga and at the Registry Desk of the Company located at its headquarters, Bucharest, 9 Grigore Alexandrescu Street, sector 1, which is open on working days from Monday to Thursday between 8.00 and 16.30, and on Fridays between 8.00 and 14.00 (Romanian time).
In order to obtain copies of these documents, the shareholders shall address requests in writing at the Company's Registry Desk or to the email address [email protected], so that these are received by the Company starting with 16.30 on 4 August 2014, and the Company shall provide the shareholders, through its Registry Desk, with copies of the requested documents within maximum 2 days of the request.
The Company's shareholders, subject fulfilling the identification requirements, may ask questions in writing regarding the issues on the agenda / the company's activity, in Romanian or in English language, prior to the date of the OGMS, until 21 September 2014, 16.30 o'clock (Romanian time), either through the Company's Registry Desk or by any form of courier, with confirmation of receipt, or via e-mail with incorporated extended electronic signature, as per Law 445/2001 on the electronic signature, at [email protected], and the Company shall answer these questions during the OGMS meeting and it may give a general answer to questions with the same content. An answer is also considered given if the relevant information is available on the Company's website, www.electrica.ro/informatii-utile/aga.
The identification requirements requested from the shareholders involve, in all cases, for natural persons to submit a copy of the identification document, and for legal persons to provide the identification document of the legal representative, together with the ascertaining certificate, in original or certified copy, or any other document, in original or certified copy, issued by a competent authority in the state in which the shareholder is legally incorporated certifying the capacity of the legal representative, issued no more than 3 months before the date when the OGMS convening notice has been published. In all cases where documents certifying the capacity of the legal representative are drafted in a foreign language other than English language, they shall be accompanied by a translation made by an authorised translator in Romanian and / or English language.
Candidate proposals for the appointment of new members of the Company's Board of Directors
The proposals made by the Company's shareholders for the appointment and selection of candidates for the director positions shall comply with art. 17(2) of the Company's Articles of Association. The candidate proposals for the election of directors shall be submitted to Company's Registry Desk, by any form of courier, with confirmation of receipt, or via e-mail with incorporated extended electronic signature, as per Law 445/2001 on the electronic signature, at the address [email protected], until 20 August 2014, 16.30 o'clock (Romanian time). Both means of submission shall state clearly in writing in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 22 SEPTEMBER 2014". Each candidate proposal for the director position shall be accompanied by at least the following documents: Curriculum Vitae of the candidate reflecting his professional training and experience, a copy of the candidate's identity document, and in case of proposals for independent candidates, ascertaining documents evidencing that the respective candidate meets the requirements under letters a - k of Art. 17 para..2 of the Company's Articles of Association, including but not limited to, an authenticated affidavit issued by the candidate certifying that he meets all the independence criteria and conditions established by the law and the Company's Articles of Association.
The shareholders who make candidates proposals for the appointment of directors must fulfil the identification requirements mentioned above.
The list containing information regarding the name, city of residence, and professional qualification of the persons proposed as directors, as well as regarding the shareholder that proposed the respective candidate / as well as the candidates selected according to Art. 17 paragraph (2) of the Company's Articles of Association shall be made available to the shareholders, at the Company's Registry Desk, from Monday to Thursday between 8.00 and 16.30 and on Fridays between 8.00 and 14.00 (Romanian time) of every working day, as well as on the Company's website at www.electrica.ro/informatii-utile/aga, as of 22 August 2014.
The right of shareholders to add new items on the OGMS agenda
Shareholders representing, individually or together, at least 5% of the Company's share capital are entitled, within 15 days of the publication of the OGMS convening notice, to request in writing that new items are added on the general meeting's agenda, provided that each item is accompanied by a justification and by a draft resolution for the newly added items. The written request to add new items on the OGMS agenda, made within the legal deadline, shall be addressed to the Company's Board of Directors, through the Company's Registry Desk, by any form of courier, with confirmation of receipt, or via e-mail with incorporated extended electronic signature, as per Law 445/2001 on the electronic signature, at [email protected], until 20 August 2014, 16.30 o'clock (Romanian time). Both means of submission shall state clearly and by writing in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 22 SEPTEMBER 2014".
The shareholders who make proposals for the addition of new items on the meeting's agenda must fulfil the identification requirements mentioned above. For this purpose, the Company may require that the respective shareholder provides the account statement evidencing its shareholder status and the number of shares owned, issued by the Central Depository or, as the case may be, by the participants that provide custodian services.
The documents justifying the proposals for the introduction of new items on the agenda and / or the corresponding draft resolution shall be made available to the shareholders, as of 22 August 2014, 16.30 o'clock (Romanian time), at the Company's Registry Desk, as well as on the Company's website at www.electrica.ro/informatii-utile/aga.
Participation of the shareholders to the OGMS meeting
The shareholders registered at the "Reference date" mentioned above as shareholders in the Company's Shareholders' Register kept and issued by Depozitarul Central S.A. may vote:
- personally by direct vote;
- through a representative with a special power of attorney;
- by correspondence.
In case of voting in person, the shareholders who are natural persons shall be identified on the basis of their identity document, and the shareholders that are legal persons shall be identified on the basis of the identity document of the legal representative and the original or certified copy of the ascertaining certificate, or any other document, in original or certified copy, issued by a competent authority from the state where the shareholder is legally incorporated, which certifies the capacity of the legal representative, issued no more than 3 months prior to the date of publication of the OGMS convening notice.
In case of voting by representation through special power of attorney, the special powers of attorney, in Romanian and / or in English langauge, filled in and signed by the shareholder, shall be submitted either in original at the Company's Registry Desk, by any form of courier, with confirmation of receipt, or via e-mail with incorporated extended electronic signature, as per Law 445/2001 on the electronic signature, at the address [email protected], so that it is received by the Company by 20 September 2014, 13.00 o'clock (Romanian time), namely 48 hours before the OGMS takes place, under penalty of losing the right to vote in the OGMS.
Both means of submission shall state clearly in writing in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 22 SEPTEMBER 2014".
In case the special powers of attorney are sent via e-mail with incorporated extended electronic signature, they shall be submitted in original, before the start of the OGMS.
The powers of attorney or documents evidencing the capacity of legal representatives shall be retained by the Company and a mention in this regard shall be made in the minutes of the OGMS.
The special power of attorney shall contain the voting mention "for" or "against" or "abstain" and shall be accompanied, for natural persons, by a copy of the identity document, and for legal persons, by a copy of the identity document of the legal representative, together with the original or certified copy of the ascertaining certificate, in original or certified copy, or any other document, in original or certified copy, issued by a competent authority from the state where the shareholder is legally incorporated, and which certifies the capacity of the legal representative, issued no more than 3 months prior to the date of publication of the OGMS convening notice. A shareholder may be represented in the OGMS by a single shareholder Proxy or by another person than the shareholder.
If the documents certifying the capacity of the legal representative are drafted in a foreign language other than English, they shall be accompanied by a translation made by an authorised translator into Romanian and / or English.
The shareholders shall fill in the special power of attorney three copies, having the following recipients: one form for the shareholder, one form for the representative and one form for the issuer.
The powers of attorney of shareholders that provide custodian services shall have attached the documents required by Article 171 of the National Securities Commission Regulation No. 6/2009 regarding the exercise of certain rights of shareholders in general meetings of companies.
The Company accepts the appointment of representatives by electronic notification sent to the e-mail address [email protected]according to Law No. 455/2001 on the electronic signature. In this case the power of attorney shall be submitted by extended electronic signature.
In case of voting by correspondence, the voting ballot forms shall contain the means of identification of the shareholder status and the number of shares owned, as well as the voting mention "for" or "against" or "abstain" of each item on the meeting agenda, and the voting ballot shall be updated in case new items are added on the agenda.
The original voting ballot forms, in Romanian and / or in English, filled in and signed by the shareholders, accompanied, for natural persons and Proxies, by a copy of the identity document, and for legal persons, by a copy of the identity card of the legal representative, together with the original or certified copy of the ascertaining certificate, in original or certified copy, or any other document, in original or certified copy, issued by a competent authority from the state where the shareholder is legally incorporated, and which certifies the capacity of the legal representative, issued no more than 3 months prior to the date of publication of the OGMS convening notice, shall be submitted to the Company's Registry Desk, by any form of courier, with confirmation of receipt, or via e-mail with incorporated extended electronic signature, as per Law 445/2001 on the electronic signature, at the address [email protected], not later than 20 September 2014, 13.00 o'clock (Romanian time), namely 48 hours before the OGMS takes place, under penalty of losing the right to vote in the OGMS.
If the documents ascertaining the capacity of the legal representativeare drafted in a foreign language other than English, they shall be accompanied by a translation made by an authorised translator into Romanian and / or English.
If the voting ballot forms / special powers of attorney are not received at the Company's Registry Desk or by e-mail until 20 September 2014, 13.00 o'clock (Romanian time) they shall not be taken into account for determining the quorum majority in the OGMS meeting.
Should the agenda be completed / updated and shareholders do not send updated special powers of attorney and / or voting ballot forms, the special powers of attorney and the voting ballot forms submitted prior to the supplementation / update of the agenda shall be taken into account only as regards the items on the agenda for which they have exercised their right to vote.
The shareholders access in the meeting room, at the time of the meeting is allowed: for natural persons and Proxies though the simple proof of identity, which consists of presenting in original the identity document, and for legal persons, by presenting in original the identity card of the legal representative, together with the original or certified copy of the ascertaining certificate, in original or certified copy, or any other document, in original or certified copy, issued by a competent authority from the state where the shareholder is legally incorporated, and which certifies the capacity of the legal representative, issued no more than 3 months prior to the date of publication of the OGMS convening notice.
Setting the date of 7 October 2014, should the OGMS resolution be taken at the first calling, and 8 October 2014, should the OGMS resolution be taken at the second calling, as registration date for the identification of shareholders with respect to whom the effects of the resolution of the OGMS apply as per article 238 of Law No. 297/2004 on capital markets.
Additional information may be obtained from the BoD / OGMS Secretariat at the telephone number 21.208.50.40 as well as on the Company's website at www.electrica.ro/informatii-utile/aga.
President of the Board of Directors
Marius Eugen UNTESCU
Related Shares:
Electrica Regs