9th Jul 2015 18:08
To: Romanian Financial Supervisory Authority (ASF)
Bucharest Stock Exchange (BVB)
London Stock Exchange (LSE)
Current report in compliance with Art. 226 (1) of the Romanian Capital Market Law no. 297/2004, Art. 113 letter A of CNVM Regulation no. 1/2006, and the Bucharest Stock Exchange Code
Report date: 09.07.2015
Company name: Societatea 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) and London Stock Exchange (LSE)
Significant events to be reported:
The resolution of the Ordinary Meeting of Shareholders of Societatea de Distribuţie şi Furnizare a Energiei Electrice - "ELECTRICA" S.A. ("Electrica" or the "Company") of 9 July 2015 and the resolution of the Extraordinary General Meeting of Electrica's Shareholders of 9 July 2015
(A) Ordinary General Meeting of Shareholders
Electrica hereby informs that on 9 July 2015, the Ordinary General Meeting of Electrica's Shareholders took place at SC FISE Electrica Serv S.A.'s headquarters in Bucharest, sector 1, 1A Ştefan cel Mare Road, postal code 011736, Conference Room, starting at 10.00 o'clock (Romanian time), being duly held in accordance with the legal and statutory provisions upon the first calling.
The meeting was attended by the shareholders registered in the shareholder's register kept by the Central Depository on 14 June 2015, set as reference date, in person, by representative or through vote by correspondence, the quorum met being 74.09 % of the total voting rights and 72.62 % of the share capital of the Company.
The meeting was chaired by Mr. Victor Cionga, as chairman of the Board of Directors of Electrica.
Within the Ordinary General Meeting of Shareholders, the Electrica's shareholders have decided the following:
1. Approving the discharge of liability of the members of the Board of Directors for the financial year 2014.
2. Approving the amendments, by way of an Addendum of the services agreements concluded with the non-executive directors of the Company, by introducing in Article III - Scope of the services agreement the following paragraph:
"In view of performing the scope of this Services Agreement concluded with the non-executive directors, the director will fulfil all actions required for the management of the Company's assets in its interest in order to perform its business object and will perform the duties established in its care by the Legal Framework, Articles of Incorporation, Regulation of the Board of Directors and this Services Agreement in view of attaining the performance targets and criteria required for fulfilling/achieving the items of the Strategic Plan of the Board of Directors of Electrica SA for the period 2015-2018, along with the other members of the Board of Directors."
3. Approving the empowering of a representative of the shareholders to sign the Addenda to the services agreements, as per item 2 above.
4. Approving the general limits of the remuneration of the managers having a mandate agreement with Electrica.
5. Setting the registration date as 24 July 2015 for the purpose of identifying 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.
6. Empowering the Chairman of the Board of Directors, the secretary of the meeting and the technical secretary to jointly sign the OGMS resolutions, and to perform individually and not jointly any act or formality required by law for their registration and publication in the Commercial Registry Office of the Bucharest Tribunal.
In addition, the Ordinary General Meeting of Shareholders rejected the point on the agenda regarding the remuneration of the members of the Board of Directors of Electrica and the empowerment of the secretary of the meeting elected from the shareholders to sign the addendum to the management agreements to reflect this amendment.
(B) Extraordinary General Meeting of Shareholders
Electrica hereby informs that on 9 July 2015, the Extraordinary General Meeting of Electrica's Shareholders took place at SC FISE Electrica Serv SA's headquarters in Bucharest, sector 1, 1A Ştefan cel Mare Road, postal code 011736, Conference Room, starting at 12.00 o'clock (Romanian time), being duly held in accordance with the legal and statutory provisions upon the first calling.
The meeting was attended by the shareholders registered in the shareholder's register kept by the Central Depository on 14 June 2015, set as reference date, in person, by representative or through vote by correspondence, the quorum met being 74.09 % of the total voting rights and 72.62 % of the share capital of the Company.
The meeting was chaired by Mr. Victor Cionga, as chairman of the Board of Directors of Electrica.
Within the Extraordinary General Meeting of Shareholders, the Electrica's shareholders have decided the following:
1. Approving the annual investment plan consolidated at Electrica's group level (CAPEX plan) for the financial year 2015.
2. Approving the amendment of the articles of association of Electrica Furnizare S.A., by amendment of Annex no. 1 to the Articles of association of Electrica Furnizare SA, as follows:
· Removal of the points from the Annex 1 regarding the following works sites: (1) Item 67 from Annex 1 to the AoA: "Casieria Sarmasag - Address: Sarmasag, jud. Salaj, Str. Primaverii nr.35" ; (2) Item 70 from Annex 1 to the AoA: "Cashier's officeCehu Silvaniei - Address: Cehu Silvaniei, jud. Salaj, Str.Eroilor nr.2, bl.FRE" (3) Item 74 from Annex 1 to the AoA: "Cashier's office Somcuta Mare- Address: Somcuta Mare, jud. Maramures, Str. Republicii nr.15A"; (4) Item 38 from Annex 1 to the AoA: "Cashier's office Marasesti - Address: Marasesti, jud. Vrancea, Str. Doinei, Bl.T2, ap.1, cod postal 625200; (5) Item 32 from Annex 1 to the AoA: "Cashier's office Odobesti - Address: Odobesti, jud. Vrancea, Str. Muncii nr.6, cod postal 625300"; (6) Item 48 from Annex 1 to the AoA: "Cashier's office Slanic - Address: Slanic, jud. Prahova, Str. Smardan nr.33, cod postal 106200" ; (7) Item 23 from Annex 1 to the AoA: "Cashier's office Exterior - Address: Galati, jud. Galati, Str.Basarabiei nr.47, Bl.A10A, sc.1, cod postal 800150"; (8) Item 65 from Annex 1 to the AoA: "Cashier's office Simleul Silvaniei- Address: Simleul Silvaniei, jud. Salaj, Str. Tudor Vladimirescu nr. 45" ; (9) Item 71 from Annex 1 to the AoA: "Cashier's office Sanmihaiul Almasului - Address: Sanmihaiu Almasului, jud. Salaj, Str. Sanmihaiul Almasului nr.96"; (10) Item 72 from Annex 1 to the AoA: "Cashier's office Exterior - Address: Ileanda, jud. Salaj, Str. S.Barnutiu nr.106"; (11) Item 75 from Annex 1 to the AoA: "Cashier's office Cavnic - Address: Cavnic, jud. Maramures, Str. 1 Mai nr.4/3"; (12) Item 76 from Annex 1 to the AoA: "Cashier's office Seini - Address: Seini, jud. Maramures, Str. Cuza Voda nr.13"; (13) Item 77 from Annex 1 to the AoA: "Cashier's office Baia Sprie- Address: Baia Sprie, jud. Maramures, Str. Microraion Vest"; (14) Item 96 from Annex 1 to the AoA: "Cashier's office Valea lui Mihai - Address: Valea lui Mihai, jud. Bihor , Str.Republicii nr.15"; (15) Item 105 from Annex 1 to the AoA: "Cashier's office Memorandumului - Address: Cluj-Napoca, jud. Cluj , Str. Memorandumului nr. 27"; (16) Item 111 from Annex 1 to the AoA: "Cashier's office Aghires - Address: Aghiresu, jud. Cluj , Str. Fabricii nr.330"; (17) Item 127 from Annex 1 to the AoA: "Cashier's office Prejmer - Address: Prejmer, jud. Brasov, Str. Str.Mare nr.889"; (18) Item 149 from Annex 1 to the AoA: "Cashier's office Targu Mures - Address: Targu Mures, jud. Mures, Str. Str.Pandurilor nr.76/1"; (19) Item 129 from Annex 1 to the AoA: "Cashier's office Zarnesti - Address: Zarnesti, jud. Brasov, Str. Mitropolit I.Metianu nr.35"; (20) Item 133 from Annex 1 to the AoA: "Cashier's office Feldioara - Address: Feldioara, jud. Brasov, Str. Octavian Goga nr.36"; (21) Item 144 from Annex 1 to the AoA: "Cashier's office Balan - Address: Balan, jud. Harghita, Str. 1 Decembrie nr.28/A"; (22) Item 159 from Annex 1 to the AoA: "Cashier's office Cisnadie - Address: Cisnadie, jud. Sibiu, Str. Tg.Cailor, fn"; (23) Item 165 from Annex 1 to the AoA: "Cashier's office Copsa-Mica - Address: Copsa-Mica, jud. Sibiu, Str. Salcamilor nr.25"; (24) Item 166 from Annex 1 to the AoA: "Cashier's office Dumbraveni - Address: Dumbraveni, jud. Sibiu, Str. Garii nr.7"; (25) Item 162 from Annex 1 to the AoA: "Cashier's office Ocna-Sibiului - Address: Ocna-Sibiului, jud. Sibiu, Str. M.Viteazu nr.19"; (26) Item 148 from Annex 1 to the AoA: "Cashier's office Targu Mures - Address: Targu Mures, jud. Mures, Bd.1848 nr. 46 ap.1";
· Changing points in Annex 1, which will read as follows, on the following points this way: (1) For item 31 from Annex 1 to the AoA: "Work site, intended for office use - Address: Focsani, jud. Vrancea, Bd. Bucuresti nr.9, ap.1, cod postal 620144"; (2) For item 24 from Annex 1 to the AoA: "Work site, intended for office use - Address: Beresti, judet Galati Str.Trandafirilor nr.28, bloc F5, cod postal 805100"; (3) For item 78 from Annex 1 to the AoA: "Work site, intended for office use - Address: Ulmeni, jud. Maramures, Str.Unirii nr.32"; (4) For item 80 from Annex 1 to the AoA: "Work site, intended for office use - Address: Viseu de Sus, jud. Maramures, Str.Randunelelor nr.3";
as well as empowering the General Manager of Electrica (who has a right to sub-delegate) to participate and vote in the general meeting of shareholders of Electrica Furnizare S.A. (i) the aspects mentioned above, (ii) the empowerment of the general manager of Electrica Furnizare S.A. (who has a right to sub-delegate) for signing the updated articles of association which reflect the said amendment and for fulfilling all formalities for the registration with the Commercial Registry of the resolutions passed in this respect.
3. Approving (a) the amendment of art. 3, paragraph (2) of the articles of association of Filiala de Întreţinere şi Servicii Energetice "Electrica Serv" S.A., which shall have the following content:
"Electrica Serv S.A. can incorporate secondary headquarters, subsidiaries, agencies and other work sites, with no legal personality, within the country or abroad, according to art. 15, paragraph (5), let. l) of this articles of association.",
as well as (b) empowering the General Manager of Electrica (who has a right to sub-delegate) to participate and vote in the general meeting of shareholders of Filiala de Întreţinere şi Servicii Energetice "Electrica Serv" S.A. (i) the aspects mentioned above, (ii) the empowerment of the general manager of Filiala de Întreţinere şi Servicii Energetice "Electrica Serv" S.A. (who has a right to sub-delegate) for signing the updated articles of association which reflect the said amendment and for fulfilling all formalities for the registration with the Commercial Registry of the resolutions passed in this respect and of the updated articles of association or any other documents necessary in this respect.
4. Setting the registration date as 24 July 2015 for the purpose of identifying the shareholders with respect to whom the effects of the resolution of the EGMS apply as per Article 238 of Law No. 297/2004 on capital markets.
5. Empowering the Chairman of the Board of Directors, the secretary of the meeting and the technical secretary to jointly sign the EGMS resolutions, and to perform individually and not jointly any act or formality required by law for their registration and publication in the Commercial Registry Office of the Bucharest Tribunal.
Furthermore, as per point 4 on the agenda, the elements of Electrica's Board of Directors' Strategic Plan for the period 2015-2018 were presented to the Extraordinary General Meeting of Shareholders.
http://www.rns-pdf.londonstockexchange.com/rns/6773S_-2015-7-9.pdf
http://www.rns-pdf.londonstockexchange.com/rns/6773S_1-2015-7-9.pdf
General Manager
Ioan Roşca
Related Shares:
Electrica Regs