Become a Member
  • Track your favourite stocks
  • Create & monitor portfolios
  • Daily portfolio value
Sign Up
Quickpicks
Add shares to your
quickpicks to
display them here!

Resolutions of the EGMS dated 9 June 2022

9th Jun 2022 10:13

RNS Number : 3201O
Societatea Energetica Electrica SA
09 June 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: 9 June 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: Resolutions of the Extraordinary General Meeting of Shareholders as of 9 June 2022

Electrica hereby informs that, on 9 June 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 11 May 2022, set as Reference Date, in person, by representative, through vote by correspondence or by electronic means, the quorum met being 72.32% of the total voting rights and 70.88% 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 (as per the numbering on the agenda with a majority of the votes held by the present or validly represented shareholders, by the shareholders that voted by correspondence or by electronic means:

 

1. Empowerment of Electrica's representative, considering Electrica as Societatea Electrica Furnizare S,A, (EFSA) shareholder, to participate in EFSA's EGMS and to express a favourable vote ("for") regarding the approval of increasing the 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, as it was approved by Electrica EGMS Resolution No. 1 dated 21 March 2022, up to the amount of RON 1,700,000,000 (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 (which will not be real guarantee) being of maximum RON 1,870,000,000 (which includes the guarantees approved/that will be approved until the date of the EGMS, for the financing contracted from the above indicated ceiling).

 

2. 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 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 of EFSA may delegate to the executive management of EFSA the undertaking of certain or all of the operational activities (except those indicated by item a.) required to implement the operations above mentioned on item 1.

 

3. A total ceiling of guarantees (which will not be real guarantees) that may be granted by Electrica in the amount of up to RON 1,870,000,000 (which includes the guarantees approved/that will be approved until the date of the EGMS, for the financing contracted from the above indicated ceiling) for the guarantee of short-term financing that may be contracted by EFSA during the financial year 2022 from banking institutions (commercial banks or international financial institutions - IFIs) for the financing of the current activity in the amount of RON 1,700,000,000 (which includes the amounts approved/that shall be approved until the date of the EGMS), as set out in item 1.

 

4. Empowerment of Electrica's representative, considering Electrica as Distributie Energie Electrica Romania S,A, (DEER) shareholder, to participate in DEER's EGMS and to express a favourable vote ("for") regarding the approval of a total ceiling of medium and long term financing that can be contracted by DEER during the financial year 2022 from banking institutions (commercial banks or international financial institutions - IFI) to cover the additional costs related to own technological consumption as well as to finance the working capital and the investment projects in value of up to RON 700,000,000, with the guarantee of Electrica, the value of the guarantee provided by Electrica (which will not be real guarantee) being of maximum RON 770,000,000.

The ceiling of RON 700,000,000 for medium and long term financing for DEER with Electrica guarantee for a value of up to RON 770,000,000 for DEER, mentioned above, does not include the short term financings without Electrica guarantee already contracted during financial year 2022 (a multi-product facility in the amount of 220,000,000 lei contracted in January 2022 for an initial amount of 180,000,000 lei and increased in February and a facility for issuing of letters of guarantee contracted in March 2022) or in course of contracting (220,000,000 lei multiproduct facility in process of being approved and signed).

 

5. Empowerment of Electrica's representative, considering Electrica as DEER's shareholder, to participate in EFSA's EGMS and to express a favourable vote ("for") regarding the approval of DEER's Board of Directors to undertake all measures in the name and on behalf of DEER, 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 4 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 of DEER may delegate to the executive management of DEER the undertaking of certain or all of the operational activities (except those indicated in point a.) required to implement the operations above mentioned on item 4.

 

6. A total ceiling of guarantees (which will not be real guarantees) that may be granted by Electrica in the amount of up to RON 770,000,000 for the guarantee of medium and long term financing that may be contracted by DEER during the financial year 2022 from banking institutions (commercial banks or international financial institutions - IFIs) to cover the additional costs related to own technological consumption as well as to finance working capital and investment projects in the amount of RON 700,000,000 as provided in point 4.

 

7. Empowerment of Electrica's Board of Directors to undertake all measures in the name and on behalf of Electrica, within the approved ceilings, in order to initiate, conduct and complete the operations required to implement those above mentioned on items 3 and 6 above, including, but not limited to:

 

a. To approve the individual guarantee transactions for the financing that will be contracted within the ceilings;

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

c. To negotiate and accept the contractual guarantees clauses, which will include, without limitation, the level of costs and commissions, type of costs/amounts covered by the guarantees, duration of the guarantees, obligations, interdictions and liability of the guarantor, 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 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 guarantee contracts, of the related / guarantees, within the limits of the approved ceilings for guarantee, including and not limited to the purpose, type, use, modification of the duration of the constituted guarantees.

The Board of Directors of Electrica may delegate to the executive management of Electrica the undertaking of certain or all the operational activities (except those indicated in point a.) required to implement the operations above mentioned on items 3 and 6.

8. 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.

 

Member of the Board of Directors

Adrian - Florin Lotrean

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
ROMUKAKRUUUNRRR

Related Shares:

Electrica Regs
FTSE 100 Latest
Value8,474.74
Change-133.74