General Meeting of Shareholders as of April 27th, 2018

General Meeting of Shareholders on April 27th, 2018
OGMS and EGMS of Electrica S.A.
Date and time: April 27th, 2018, starting at 10:00 o’clock (Romanian time), respectively starting at 12:00 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

 

 

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) supplemented agenda can be downloaded below:

 

 

Note 1: In order to correct the material errors in the special power of attorney for individual shareholders for the OGMS of Electrica SA of 27 April 2018 and in the special power of attorney for legal person shareholders for the OGMS of Electrica SA of 27 April 2018, documents published on the company’s website on 27 March 2018, we inform that these two documents have been reloaded in the correct form on 28 March 2018.

 

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 27 April 2018, the ballot by correspondence and special power of attorney forms published prior to 17 April 2018 have been removed from the website. Forms submitted by the company which have been filled in the version published on 19 March 2018, respectively 27 and 28 March 2018 (versions which has subsequently been updated and reissued on 17 April 2018) shall be taken into consideration in accordance to the provisions of the supplemented convening notice.

 

 

Note: The shareholders of the Company have had the right to propose candidates for directors, in accordance with the law and the Articles of Association and in accordance with the Supplemented Convening notice, so such proposals to be received until 13 April 2018. The final list of the persons proposed as directors, containing information related to name, city of residence, and professional qualification, are available to the shareholders as of 17 April 2018, 17:00 o’clock (Romanian time).

 

 

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 27 April 2018 having on its agenda the election of the members of the Board of Directors of Electrica SA, by applying the cumulative voting method, the Nomination and Remuneration Committee makes available for the Electrica SA shareholders this set of recommendations.

 

Note: The provisions of Art. 18 par. 1 and par. 2 of the Articles of Association of Societatea Energetica Electrica S.A. state that the management of the Company is realized by “a board of directors formed of 7 (seven) non-executive directors”, out of which “at least 4 (four) directors must be independent”, while the meetings “will be validly held in the presence of at least 5 (five) members out of whom 3 (three) members will mandatorily be independent members”.

 

The list of candidates proposed to be voted as members of the Board of Directors – item 8 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)
  • Elena Doina Dascalu, 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 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)
  • Alexandru Botez, residing in Bucharest, Romania, himself proposed
  • Marius Leonard Gherghina, residing in Bucharest, proposed by Certinvest Pensii SAFPF SA, manager of Fond de Pensii Facultativ Pensia Mea
  • Valentin Radu, residing in Bucharest, Romania, proposed by the Ministry of Energy and by Tudor Cîrstea
  • Ramona Ungur, residing in Bucharest, Romania, proposed by the Ministry of Energy and by Tudor Cîrstea

Note 1: On 19 April 2018, Mr. Marius Leonard Gherghina submitted at the company’s registry desk a notarized statement stating that he fulfills “all the conditions and the independence criteria for the position of independent director at Electrica SA. (company having FIN 13267221) established by the law, the company’s Articles of Association and according to the provisions of the Corporate Governance Code of Bucharest Stock Exchange”.

 

Note 2: Only persons with the quality of shareholders at “the reference date” may participate at the general meeting of shareholders and may vote in accordance with the law

 

BoD Decisions regarding OGMS agenda

 

Documents made available as per the request of shareholders:

 

 

 

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

 

 

Note:

 

Regarding point 1 on the agenda of the Extraordinary General Meeting of Shareholders of Electrica summoned for 27 April 2018 (the EGMS), pursuant to the Note referring to the establishment of the working point in Bucharest, 4 – 8 Nicolae Titulescu Road, West Wing, 6th floor, District 1, Romania, Electrica wishes, for the sake of transparency, good faith and good practice, to offer its shareholders the possibility to acces additional elements related to the negotiated commercial conditions (The Information) between Electrica and Complexul Multifunctional Victoria S.R.L. (America House).

 

Thus, the shareholders can, upon request, acces the Information, by filling a written request, in Romanian or in English,  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 mentioned in the Note regarding the the establishment of the working point, in order to ensure the performance by the Company of certain confidentiality obligations, before granting the acces to the Information, the shareholders – natural persons would sign a Non-Disclosure Undertaking  – Natural Persons (click on the link to see the document), and the Legal Persons Shareholders would sign a Non – Disclosure Untertaking – Legal Persons (click on the link to see the document).

 

The request, together with the signed versions of the “Non-Disclosure Undertaking”, 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 26 April 2018, 10:00 o’clock (Romanian time) stating clearly in writing in capital letters “REQUEST FOR THE DELIVERY OF INFORMATION”. 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”.

 

Electrica will collect all received requests and will respond by delivering the Documents as follows: starting with 26th of March 2018 for the shareholders registered with the Company’s shareholders’ registry kept by Depozitarul Central S.A. as at 19 March 2018 and starting with 04th of April 2018 for the shareholders registered with the same registry as at 28 March 2018. 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, with the shareholder taking into account the time required to receive the response by courier.

 

BoD Decision regarding EGMS agenda