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General Meeting of Shareholders as of December 14th, 2015

General Meeting of Shareholders on December 14th, 2015

OGMS of Electrica S.A.
Date and time: December 14th, 2015, starting at 10:00 o’clock (Romanian time)
Location: Conference Room, FISE Electrica Serv SA headquarters
Address of the location: Bucharest, District 1, 1A Ştefan cel Mare Road, postal code 011736

Disclaimer!
The translation of the documents from Romanian into English, represents free translation.
In case of inconsistencies between the information provided in Romanian and those provided in English, Romanian language will prevail!

Current report – The request of the Ministry of Energy, Small and Medium-Sized Enterprises and Business Environment on behalf of the Romanian State for convening of the Ordinary General Meeting of Shareholders (OGMS) of Electrica – October 15th 2015

 

Board of Directors Profile and Evaluation Policy

According to the principles assumed by Electrica SA within the Corporate Governance Code and taking into consideration the principles and provisions of the Corporate Governance Code newly adopted by Bucharest Stock Exchange, applicable starting with 4th of January 2016, the Nomination and Remuneration Committee of the Board of Directors of Electrica SA drafted the document “Board of Directors Profile and Evaluation Policy” (click on the link to access the document). In the context of the Ordinary General Shareholders Meeting on December 14th 2015 having on its agenda the election of the members of the Board of Directors of Electrica SA, the Nomination and Remuneration Committee makes available for the Electrica SA shareholders this set of recommendations, to be used when proposing candidates for the positions of directors of the Company.

The documents corresponding to the OGMS agenda can be downloaded below:


Note 1: To avoid any confusion relating to the forms for the Ordinary General Meeting of Shareholders of Electrica S.A of December 14th 2015 (e.g. ballot by correspondence and special power of attorney forms), the documents published before November 25th, 2015 have been removed from the website. The forms submitted to the Company, which have been filled out in the versions uploaded on November 13th 2015, respectively November 20th 215 (versions which were later updated and uploaded on November 25th 2015) shall be taken into consideration in accordance to the provisions of the supplemented convening notice.

Final list of candidates proposed to be voted as members of the Board of Directors – item 1 on the OGMS agenda

NOTE: For the proposals for independent candidates, the Nomination and Remuneration Committee established in the Board of Directors of the Company has verified the existence of the ascertaining documents requested in the convening notice, evidencing that the respective candidate meets the requirements under letters a) – k) of Article 17(2) of the Articles of Association

Victor Cionga, residing in Bucharest, Romania, acting director on the date of the OGMS, included by law in the list of candidates for the election of the Board of Directors (Acc. to Reg. 1/2006 CNVM)

Michael Adriaan Maria Boersma, residing in Oosterbeek, Netherlands, acting director on the date of the OGMS, included by law in the list of candidates for the election of the Board of Directors (Acc. to Reg. 1/2006 CNVM)

Arielle Malard De Rothschild, residing in Paris, France, acting director on the date of the OGMS, included by law in the list of candidates for the election of the Board of Directors (Acc. to Reg. 1/2006 CNVM)

Cristian Busu, residing in Constanta, Romania, acting director on the date of the OGMS, included by law in the list of candidates for the election of the Board of Directors (Acc. to Reg. 1/2006 CNVM)

Ioana Alina Dragan, residing in Bucharest, Romania, acting director on the date of the OGMS, included by law in the list of candidates for the election of the Board of Directors (Acc. to Reg. 1/2006 CNVM) and also proposed by the Romanian State, acting through the Ministry of Energy

Stelian Iuliu Alexandru Gal, residing in Sibiu, Romania, proposed by Peter Pal (individual shareholder)

Ovidiu Demetrescu, residing in Bucharest, Romania, proposed by Aristica Branzan and Cristina Maria Popa (individual shareholders)

Mihai Paun, residing in Bucharest, Romania, proposed by Constantin Petrache (individual shareholder)

Alin Andrei Haret, residing in Bucharest, Romania, proposed by NN Pensii SAFPAP S.A. (legal person shareholder)

Constantin Bulac, residing in Bucharest, Romania, proposed by the Romanian State, acting through the Ministry of Energy

Georgeta Corina Popescu, residing in Bucharest, Romania, proposed by the Romanian State, acting through the Ministry of Energy

Bogdan George Iliescu, residing in Bucharest, Romania, proposed by Swiss Capital (legal person shareholder)

Pedro Mielgo Alvarez, residing in Madrid, Spain, proposed by European Bank for Reconstruction and Development (EBRD) (legal person shareholder)

Gratian Mircea Ilie, residing in Bucharest, Romania, proposed by Gratian Mircea Ilie (individual shareholder)

NOTE: Mr. Victor Vlad Grigorescu, initially included in the list of candidates for the new Board of Directors, was appointed on 17 November 2015 as Minister of Energy in the Dacian Ciolos Government. Because this function is incompatible with the membership in Electrica’s Board of Directos, Mr. Grigorescu may no longer be on the list of candidates.

 

List of potential candidates selected by an independent recruiting agency – Pedersen & Partners (leading international Executive Search firm), contracted by Electrica according to the provisions of art. 17(2) of the Electrica’s Articles of Association in force until 10 November 2015. This list has been endorsed by Electrica’s Nomination and Remuneration Committee. Shareholders are invited to propose one or more candidates from this short list of three candidates until 24 November 2014, 10:00 (Romania time) – document published on 19 November 2015