20th Apr 2022 10:57
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: 20 April 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 20 April 2022
Electrica hereby informs that, on 20 April 2022, the Extraordinary General Meeting of Shareholders (EGMS) of Electrica took place at the Company's headquarters in Bucharest, 9 Grigore Alexandrescu Street, District 1, postal code 010621, "Radu Zane" conference room, starting at 12:00 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 March 2022, set as reference date, in person, by representative or through vote by correspondence, the quorum met being aprox. 85.32% of the total voting rights and aprox. 83.63% of the share capital of the Company.
The meeting was chaired by Mr. Iulian Cristian Bosoancă, Chair of the Board of Directors of Electrica.
Within the EGMS, Electrica's shareholders approved all the 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, respectively:
1. The ceiling of up to RON 900,000,000 for the bond issues of Electrica for the period 2022-2023, which may be denominated in both RON and other currencies and may be issued on the basis of a flexible structure with a fixed or variable interest rate (including the possibility of including a step-up or step-down mechanism for Bonds whose terms and conditions will be correlated with Electrica's sustainability objectives), through one or more separate issues. The bonds will be nominative, non-convertible, non-guaranteed, in dematerialized form by registration in the account, will be part of the same class of securities and will be issued for a maximum maturity of up to 7 years and will be sold through the Offer for Sale addressed to institutional investors, through a financial investment services company/credit institution/intermediary syndicate ("Intermediary"), according to the capital market legislation, will be registered with Depozitarul Central and will be admitted to trading on the regulated market administered by Bucharest Stock Exchange.
2. Empowerment of the Board of Directors of Electrica to take all measures, in the name and on behalf of Electrica, in accordance with the main terms and conditions approved by the EGMS according to item 1, in order to initiate, carry out and complete the bond issuance operations within the ceiling of RON 900,000,000, including by, but not limited to, the following:
a) establishing the value limits of each bond issue;
b) establishing the currency and maturity of each bond issue;
c) negotiating and approving bond issue prospectuses or the Final Terms (in case of a Programme of issuance with a base prospectus) and any other issuance conditions,
d) establishing in detail the parameters of the offers, as a result of the proposals of the Intermediary;
e) approving the final terms of each of the individual tranches of Bonds to be established by decision of the Board of Directors on the occasion of each issue, in compliance with the legal provisions applicable on the date of each such issue, these terms resulting from the market prospecting process and as a result of the bookrunning process;
f) establishing the effective subscription period and the subscription procedure;
g) signing all the documents necessary for the initiation and development of Bond Sale Offers, including the hiring of legal consultants specialized in capital market legislation as well as any other document necessary for the admission to trading of pre-bonds and their registration in any necessary register, as well as any other acts or documents necessary for the realization and completion of the bond issues even if they are not mentioned in this decision;
h) the signing, through his representative, of any other acts or documents, even if they are not mentioned in this decision, but which are necessary in order to fulfill the above purposes for the proper fulfillment of the present decision.
The Board of Directors may delegate to the executive management of ELSA the undertaking of certain or all of the operational activities required to implement the operations of bond issuance above mentioned on item 1.
3. 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 the Bucharest Tribunal, as well as the publication of the EGMS resolution according to the law.
Chair of the Board of Directors
Iulian Cristian Bosoancă
Related Shares:
Electrica Regs