General Meeting of Shareholders as of October 26th, 2017

General Meeting of Shareholders on October 26th, 2017
OGMS and EGMS of Electrica S.A.
Date and time: October 26th, 2017, starting at 10:00 o’clock (Romanian time), respectively starting at 11:00 o’clock (Romanian time)
Location: Sala “Radu Zane” at the headquarters of the Company
Address of the location: Bucharest, Sector 1, 9 Grigore Alexandrescu Str., postal code 010621

 

Taking into consideration that items 1, 2 and 3 of the OGMS agenda remained inapplicable and had not been submitted to voting, the items 4-7 of the agenda were renumbered in the OGMS Decision as follows: Item 4 of the agenda is Item 1 of the OGMS Decision; Item 5 of the agenda is Item 2 of the OGMS Decision; Item 6 of the agenda is Item 3 of the OGMS Decision; Item 7 of the agenda is Item 4 of the OGMS Decision.

 

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!

 

The documents corresponding to the Ordinary General Meeting of Shareholders (OGMS) agenda can be downloaded below::

 

Note: Items 1, 2 and 3 of the agenda of the initial convening notice have become inapplicable and thus have not been submitted to voting in the OGMS as a consequence of the request of the Ministry of Energy on behalf of the Romanian State, as a shareholder, to supplement the agenda of the OGMS, which request mandatorily triggered the election of the members of the Board of Directors of the Company by applying the cumulative voting method.

 

As also stated in the supplemented convening notice, the voting ballot by correspondence and the special power of attorney forms submitted to the Company, which have been filled out in the versions uploaded on the 11 September 2017 and for which the shareholders will not submit updated versions, shall be taken into consideration only regarding the items that are not obsolete on the supplemented agenda, meaning items 4 and 5 on the agenda of the initial convening notice and 6 and 7 of the supplemented convening notice, respectively.

 

Note 2: As a result of the proposals for candidates to fill the position of non-executive directors and, in order to avoid any confusion relating to the forms for the Ordinary General Meeting of Shareholders of Electrica S.A of 26 October 2017, the ballot by correspondence and special power of attorney forms published prior to 13 October 2017 have been removed from the website. Forms submitted by the company which have been filled in the version published on 11 September 2017, respectively 26 September 2017 (versions which has subsequently been updated and reissued on 13 October 2017) shall be taken into consideration in accordance to the provisions of the supplemented convening notice.

 

  • OGMS – item 1 – The Board of Directors of Electrica S.A., through decision no. 18 from September 1st 2017 (click on the link to access the document), decided to send for GMS approval the proposal regarding the appointment of Mr. Gicu Iorga, Romanian citizen, domiciled in Giurgiu City, Romania, interim director since May 1st 2017, as non-independent member of the Board of Directors, with a mandate period equal with the remaining period until the expiration of the vacant mandate, respectively until 14 December 2019. Click on the following link to access the biography of Mr. Iorga.
  • OGMS – item 4 – The final list of the persons proposed as directors of the Company, containing information related to name, city of residence, and professional qualification of them – document published on 13 October 2017

 

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 October 26th 2017 having on its agenda the election of an independent member of the Board of Directors of Electrica SA, the Nomination and Remuneration Committee makes available for the Electrica SA shareholders this set of recommendations.

 

Final list of candidates proposed to be voted as members of the Board of Directors – item 4 on the OGMS agenda

  • 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)
  • Bogdan George Iliescu, 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)
  • Gicu Iorga, residing in Giurgiu, Romania, acting interim 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)
  • Pedro Mielgo Alvarez, residing in Madrid, Spain, 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)
  • Willem Jan Antoon Henri Schoeber, residing in Wusterhausen/Dosse OT Barsikow, Germany, 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)
  • Doina Elena Dascalu, residing in Bucharest, Romania, proposed by the Romanian State, through the Ministry of Energy
  • Constantin Ciprian lacob, residing in Targoviste, Romania, proposed by the Romanian State, through the Ministry of Energy

 

Note: The Supplemented Call notice of the General Meeting of Shareholders, published on September 26, 2017, stipulated that shareholders were entitled to nominate candidates by October 10th 2017, 10:00 AM. The Ministry of Energy, in its capacity as shareholder of Electrica S.A., exercised this right by submitting such a proposal on October 10th 2017, registered at 10:08 AM. A day after the scheduled deadline, on October 11th, 2017, at 10:50 AM, another shareholder submitted a nomination.

 

The Board of Directors of Electrica SA has requested legal opinions regarding the acceptance or rejection of these applications. According to the legal provisions for listed companies, the deadline for the submission of candidatures in the Call notice is a calendar day. Thus, in absence of a legal or statutory requirement to stipulate a cut-off time of the calendar day in the Call notice, legal advisors have considered that an 8-minute delay, or even the submission of candidatures by the end of the calendar day, is a reasonable delay which does not affect in any way the right of the shareholders and is complying with the applicable legislation.

 

Considering the reasoning resulting from the legal opinions, the Board of Directors has decided in the meeting held on October 12th, 2017 to accept the applications submitted by the Romanian State shareholder, through the Ministry of Energy, within the calendar day and to reject the application submitted by the other shareholder, which exceeded the calendar day.

 

 

The documents corresponding to the Extraordinary General Meeting of Shareholders (EGMS) agenda can be downloaded below:

 

Note:

Pursuant to the Note referring to the acquisition of Fondul Proprietatea’s minority stakes in the distribution and supply subsidiaries of Electrica S.A. (Electrica or the Company) issued in relation to the Extraordinary General Meeting of Shareholders of Electrica summoned for 26 October 2017 (the EGMS), with respect to point 1 on the agenda of the EGMS, Electrica offers its shareholders the possibility to receive, upon request, a summary of the final valuation report issued on 31 May 2017 by an advisory firm with a team of valuators authorised by ANEVAR (the Report) and a summary of the presentation prepared by a BIG4 advisor “Comments and analysis concerning the financial information used by Electrica regarding the acquisition of FP’s minority stakes” dated July 2017 (the Presentation and together with the Report, the Documents).

 

Thus, in addition to ensuring, according to the law, the exercise by the Company’s shareholders of the right of access to sufficient information regarding the issues subject to debate by the EGMS, Electrica wishes, for the sake of transparency, good faith and good practice, to offer its shareholders the possibility to request in writing, in Romanian or in English language, the delivery of copies of any of the Documents, with the observance of the identification requirements mentioned in Section I of the Summoning Notice for the EGMS, as well as with the mention of the total number of shares held in Electrica.

 

As also mentioned in the Note referring to the acquisition of Fondul Proprietatea’s minority stakes in the distribution and supply subsidiaries of Electrica S.A., in order to ensure the performance by the Company of certain pre-existing contractual obligations towards its services suppliers with respect to the Documents, before receiving access to the Documents the shareholders would sign a Non-Disclosure Undertaking (click on the link to see the document), a Hold Harmless Letter regarding the Report (click on the link to see the document) and a Hold Harmless Letter regarding the Presentation (click on the link to see the document).

 

The request, together with the signed versions of the “Non-Disclosure Undertaking”, the “Hold Harmless Letter regarding the Report” and of the “Hold Harmless Letter regarding the Presentation”, will be addressed to the Company’s Board of Directors and, for the scope provided by law to ensure the shareholders’ identification and the safety of communication with them, the documents will need to be sent either (i) in hardcopy, at the Company’s Registry Desk (in person or by courier services, with confirmation of receipt), or (ii) via e-mail, with incorporated extended electronic signature, as per Law No. 455/2001 on the electronic signature, at ir@electrica.ro, so as to be received by the Company until 20 October 2017, 10:00 o’clock (Romanian time) stating clearly in writing in capital letters “REQUEST FOR THE DELIVERY OF DOCUMENTS”. As regards the requests addressed in hardcopy, they must be signed by the shareholders that are natural persons or by the legal representatives of the shareholders that are legal persons and must be accompanied by two signed originals of the “Non-Disclosure Undertaking” and by two signed originals of each of the “Hold Harmless Letter regarding the Report” and the “Hold Harmless Letter regarding the Presentation”.

 

Electrica will collect all received requests and will respond by delivering the Documents as follows: starting with 22nd of September 2017 for the shareholders registered with the Company’s shareholders’ registry kept by Depozitarul Central S.A. as at 15 September 2017 and starting with 2nd of October for the shareholders registered with the same registry as at 27 September 2017. Upon the shareholders’ choice expressed in the request, the Documents will be made available in hard copy at the Company’s Registry Desk, delivery by courier with payment upon delivery and confirmation of receipt or delivery via e-mail accompanied by Electrica’s electronic signature.

 

Documents made available as per the request of shareholders: