General Meeting of Shareholders as of February 7th, 2019

General Meeting of Shareholders on 7 February 2019
OGMS of Electrica S.A.
Date and time: 7 February 2019, starting at 10:00 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!

 
Note:
Since on 18 December 2018 Mr. Willem Jan Antoon Henri Schoeber notified the company about his resignation from the position of director starting 6 February 2019 (24:00), some of the information presented below has been modified on 19 December 2018.

 


The documents corresponding to the Ordinary General Meeting of Shareholders (OGMS) agenda, republished in 8 January 2019 following the publication of the final list of candidates proposed to be voted as members of the Board of Directors, can be downloaded below:

Note: Considering the fact that there are 3 (three) vacant positions for members of the Board of Directors of the Company, in regards to item 1 on the agenda, “FOR” may be ticked only for maximum 3 (three) candidates.

For each candidate, the percentage of received votes “FOR” out of the total number of expressed votes for the respective candidate will be calculated. We mention that the abstentions are not considered expressed votes.
According to Law 31/1990, the resolutions of the ordinary general meetings of shareholders will be taken with the majority of expressed votes.

Therefore, 3 (three) candidates will be elected. These must have obtained the majority of “FOR” votes expressed for them, and the order will be descending by the percentages of “FOR” votes out of the votes validly expressed for each candidate.

The final list of candidates proposed to be voted as members of the Board of Directors – item 1 on the OGMS agenda (document published on 8 January 2019):

  • Dragos Andreiresiding in Bucharest, Romania, proposed by the Ministry of Energy
  • Radu Mircea Florescu, residing in Bucharest, Romania, proposed by the  European Bank for Reconstruction and Development (EBRD)
  • Niculae Havriletresiding in Bucharest, Romania, proposed by the Ministry of Energy
  • Lucian Isar, residing in Bucharest, Romania, proposed by Liviu Mitroi
  • Radu Ioan Puscariu, residing in Brasov, Romania, proposed by Radu Ioan Puscariu

 
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 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 7/8 February 2019 having on its agenda the election of the members of the Board of Directors of Electrica SA for filling in the vacant positions, the Nomination and Remuneration Committee makes available for the Electrica SA shareholders the set of recommendations in the Board of Directors Profile and Evaluation Policy.

 
 

Note: The prosivions of art. 18 from the Articles of Association of Societatea Energetica Electrica S.A. mentiones the following:

“(1) The Company’s management is organized in one-tier (unitary) system, respectively as a board of directors formed of 7 (seven) non-executive directors (the “Board”). At least 4 (four) directors must be independent.

(2) The Romanian State, represented by the competent authority according to the law, will not be able to propose more than 3 (three) candidates for the positions of directors, members of the Board. The candidates for the other 4 (four) positions of directors will mandatorily be independent and will be proposed by the other shareholders. […]”

 
On 27 April 2018, the Ordinary General Meeting of Shareholders elected the Board of Directors, composed of:

  • Elena Doina Dascalu – included by law in the list of candidates, having been previously a member of the Board of Directors – non-independent – renounced the position of director
  • Bogdan George Iliescu – included by law in the list of candidates, having been previously a member of the Board of Directors – independent
  • Gicu Iorga – included by law in the list of candidates, having been previously a member of the Board of Directors – non-independent
  • Valentin Radu – Romanian State/Ministry of Energy and individual shareholder Tudor Cîrstea – independent
  • Arielle Malard De Rothschild – included by law in the list of candidates, having been previously a member of the Board of Directors – independent – renounced the position of director
  • Willem Jan Antoon Henri Schoeber – included by law in the list of candidates, having been previously a member of the Board of Directors – independent – resigned from the position of director
  • Ramona Ungur – Romanian State/Ministry of Energy and individual shareholder Tudor Cîrstea – independent