General Meeting of Shareholders as of 28 April 2021

General Meeting of Shareholders on 28 April 2021
OGMS and EGMS of Electrica S.A.
Date and time: 28 April 2021, starting at 10:00 o’clock (Romanian time), respectively starting at 12:30 o’clock (Romanian time)
Location: Marshal Garden Hotel, Panoramic 1 conference room – 5th floor
Address of the location: Bucharest, 50B Calea Dorobantilor, District 1, postal code 010574

In the process of counting the votes for item 10 on the OGMS agenda referring to the election of the members of the Board of Directors of Societatea Energetic Electrica S.A., by applying the cumulative voting method, a material error was identified and corrected, not having an impact on the result of the candidates elected for the position of director following the votes cast by the present or represented shareholders or by the shareholders who voted by correspondence.

During the OGMS, initially there were announced 242,383,963 cumulated votes for one of the candidates, and subsequently, the counting program erroneously indicated a number of 152,902,963 cumulated votes.

Due to the material error, the number of cumulated votes allocated to that candidate was calculated incorrectly, resulting in a number 152,902,963 cumulated votes, compared to the correct number of 242,383,963 cumulated votes, the correct number of votes after identification and correction of the material error.

Disclaimer: The translation of the documents from Romanian into English is unauthorized 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: Following the completion of the convening notice and, in order to avoid any confusion relating to the forms for the Ordinary General Meeting of Shareholders of Electrica S.A of 28 April 2021, the ballot by correspondence and special power of attorney forms published on 17 March 2021 have been removed from the website. Forms submitted to the Company which have been filled in the version published on 17 March 2021 (versions which has subsequently been updated and republished on 29 March 2021) shall be taken into consideration in accordance to the provisions of the completed convening notice.

(*) Please note that, in order to ensure ease of access, pdf versions of the separate and consolidated financial statements, issued in the single European electronic format (respectively the xHTML format) are available.

(**) Directors’ Report for the year 2020 (based on the consolidated and separate financial statements prepared in accordance with International Financial Reporting Standards as adopted by the European Union) regarding the economic and financial activity of Electrica Group and Societatea Energetica Electrica S.A. in compliance with art. 67 of the Law no. 24/2017 on issuers of financial instruments and market operations and with annex no. 15 to ASF Regulation no. 5/2018 and the Bucharest Stock Exchange Code for the 12 month period ended 31 December 2020

  • OGMS – Items 3 and 10. Approval of the distribution of the net profit of the financial year 2020, as well as of the dividends for the shareholders of Electrica SA
    1. Note – document published on 5 March 2021
  • OGMS – Item 4. Approval of the discharge of liability of the members of Electrica’s Board of Directors for the financial year 2020
    1. Note – document published on 5 March 2021
  • OGMS – Items 5 and 6. Approval of the income and expenses budget of Electrica for the financial year 2021, at individual level and at consolidated level – documents published on 5 March 2021
    1. Note for the 2021 income and expenses budget
    2. 2021 income and expenses budget
  • OGMS – Item 7. Information regarding the prescription of the shareholders’ right to dividends for the year 2016
    1. Note – document published on 5 March 2021
  • OGMS – Item 8. Approval of the prolongation of the mandate of the financial auditor of Electrica, DELOITTE AUDIT S.R.L., for a period of 2 years, respectively for the financial years 2021 and 2022
    1. Note – document published on 5 March 2021
  • OGMS – Item 9. Approval of the Remuneration Policy of the Directors and Executive Managers of Electrica S.A. – documents published on 17 March 2021
    1. Note
    2. Remuneration Policy of the Directors and Executive Managers
  • OGMS – Item 10. Election of the members of the Board of Directors of Societatea Energetică Electrica S.A., by applying the cumulative voting method
    1. The final list of the persons proposed as directors of the Company, containing information related to their name, city of residence and professional qualification – document published on 15 April 2021

Note 1: In the column “Declaration of independence” is specified “YES” in case the candidate has submitted an authenticated affidavit stating that he meets the independence criteria or, as the case may be, “NO” in case such declaration of independence is not submitted by the candidate.
All candidates having submitted the declaration of independence are running as independents, while candidates who have not submitted the declaration are running for the non-independent positions.

Note 2: In case the declaration of independence does not explicitly list all the independence criteria mentioned in the articles of association, although the declaration of independence mentions the fulfillment of all criteria, this aspect is brought to the attention of shareholders by specific mentions included in the column ”Observations”

Note 3: On 26 April 2021, Electrica received an address from Mr. Lotrean by which he clarifies the observations regarding his candidacy, included in the Final list of persons proposed for the position of directors of the Company, including information related to their name, city of residence and professional qualification. This clarification address can be consulted here

 

The list of candidates proposed to be voted as members of the Board of Directors – item 10 on the OGMS agenda:

  • Dragos Andrei, 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 FSA Reg. 5/2018)
  • Iulian Cristian Bosoanca, residing in Drobeta Turnu-Severin, Mehedinti County, 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 FSA Reg. 5/2018)
  • Radu Mircea Florescu, 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 FSA Reg. 5/2018)
  • 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 FSA Reg. 5/2018)
  • Gicu Iorga, residing in Giurgiu, Giurgiu County, 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 FSA Reg. 5/2018)
  • Valentin Radu, 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 FSA Reg. 5/2018)
  • Ramona Ungur, 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 FSA Reg. 5/2018)
  • Alexandru Botez, residing in Bucharest, Romania, self-proposed
  • George Cristodorescu, residing in Ulm, Baden-Wurttemberg Land, Germany proposed by the European Bank for Reconstruction and Development (EBRD)
  • Marius-Leonard Gherghina, residing in Bucharest, proposed by FDI Certinvest BET Index, managed by SAI Certinvest SA
  • Attila Kovacs, residing in Săcele, Brașov County, Romania, proposed by Alexandru Botez and by David Eduard Antal
  • Adrian-Florin Lotrean, residing in Bucharest, Romania, proposed by Marian Geanta
  • Dragos-Valentin Neacsu, residing in Bucharest, Romania, self-proposed
  • Ion-Cosmin Petrescu, residing in Bucharest, Romania, proposed by the Ministry of Energy

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 4 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 28 April 2021 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 of the Articles of Association of Societatea Energetica Electrica S.A. mention 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. […]
(3) The Board 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”

 

Board of Directors decisions referring to the OGMS agenda

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

  • EGMS – Items 1 – 4.
    • Approval of the guarantee to be issued by Electrica for the term loan in the amount of up to EUR 210,000,000 or the equivalent in RON that the company DEER will contract from EIB
    • Approval of contracting by Electrica of an uncommitted bridge loan in the amount of up to RON 750,000,000 from a consortium consisting of the banks Erste Bank and Raiffeisen Bank
    1. Note – documents published on 5 March 2021

Board of Directors decisions referring to the EGMS agenda

Other documents made available to shareholders: