Last checked at 28 Apr 2015 15:49
To: Bucharest Stock Exchange
Romanian Financial Supervisory Authority
London Stock Exchange (LSE)
Current report in compliance with Art. 226 (1) of the Romanian Capital Market Law no. 297/2004, Art. 113 letter A of CNVM Regulation no. 1/2006, and the Bucharest Stock Exchange Code
Report date: 28.04.2015
Company name: Societatea de Distribuţie şi Furnizare a Energiei Electrice - "ELECTRICA" S.A.
Headquarters: 9 Grigore Alexandrescu Street, 1st District, Bucharest, Romania
Phone/fax no: 004-021-2085999/ 004-021-2085998
Fiscal Code: RO 13267221
Trade Register registration number: J40/7425/2000
Subscribed and paid in share capital: RON 3,459,399,290
Regulated market where the issued securities are traded: Bucharest Stock Exchange (BVB) and London Stock Exchange (LSE)
Significant events to be reported:
The resolution of the Extraordinary Meeting of Shareholders of Societatea de Distribuţie şi Furnizare a Energiei Electrice - "ELECTRICA" S.A. ("Electrica" or the "Company") of 27 April 2015 and the resolution of the Ordinary General Meeting of Electrica's Shareholders of 27 April 2015
(A) Extraordinary General Meeting of Shareholders
Electrica hereby informs that on 27 April 2015, the Extraordinary General Meeting of Electrica's Shareholders took place at SC FISE Electrica Serv SA's headquarters in Bucharest, sector 1, 1A Ştefan cel Mare Road, postal code 011736, Conference Room, starting at 14.00 o'clock (Romanian time), being duly held in accordance with the legal and statutory provisions upon the first calling.
The meeting was attended by the shareholders registered in the shareholder's register kept by the Central Depository on 31 March 2015, set as reference date, in person, by representative or through vote by correspondence, the quorum met being 73.17 % of the total voting rights and 71.72 % of the share capital of the Company.
The meeting was chaired by Mr. Victor Cionga, as chairman of the Board of Directors of Electrica.
Within the Extraordinary General Meeting of Shareholders, the Electrica's shareholders have decided the following:
1. Approving the annual financial statements of Societatea Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Transilvania Sud" - S.A. for the financial year 2014.
2. Approving the annual financial statements of Societatea Comerciala Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Transilvania Nord" - S.A. for the financial year 2014.
3. Approving the annual financial statements of Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Muntenia Nord" - S.A. for the financial year 2014.
4. Approving the annual financial statements of Electrica Furnizare S.A. for the financial year 2014.
5. Approving the annual financial statements of Societatea Comercială Filiala de Întreţinere şi Servicii Energetice "Electrica Serv" - S.A. for the financial year 2014.
6. Approving the annual financial statements of Servicii Energetice Oltenia S.A. for the financial year 2014.
7. Approving the distribution of the profit for the financial year 2014, as well as the distribution of dividends in Societatea Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Transilvania Sud" - S.A.
8. Approving the distribution of the profit for the financial year 2014, as well as the distribution of dividends in Societatea Comerciala Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Transilvania Nord" - S.A.
9. Approving the distribution of the profit for the financial year 2014, as well as the distribution of dividends in Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Muntenia Nord" - S.A.
10. Approving the distribution of the profit for the financial year 2014, as well as the distribution of dividends in Electrica Furnizare S.A.
11. Approving the distribution of the profit for the financial year 2014, as well as the distribution of dividends in Societatea Comercială Filiala de Întreţinere şi Servicii Energetice "Electrica Serv" - S.A.
12. Approving the income and expenses budget for the financial year 2015 of Societatea Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Transilvania Sud" - S.A.
13. Approving the income and expenses budget for the financial year 2015 of Societatea Comerciala Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Transilvania Nord" - S.A.
14. Approving the income and expenses budget for the financial year 2015 of Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Muntenia Nord" - S.A.
15. Approving the income and expenses budget for the financial year 2015 of Electrica Furnizare S.A.
16. Approving the income and expenses budget for the financial year 2015 of Societatea Comercială Filiala de Întreţinere şi Servicii Energetice "Electrica Serv" - S.A.
17. Changing the name of Societatea Comercială Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Transilvania Nord" S.A. to "Societatea Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Transilvania Nord" - S.A. by removing from the Company's name of the term "Comercială" as well as the amendment in this respect of its articles of association.
18. Changing the name of Societatea Comercială Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Muntenia Nord" S.A. to "Societatea Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Muntenia Nord" - S.A. by removing from the Company's name of the term "Comercială" as well as the amendment in this respect of its articles of association.
19. Changing the name of Societatea Comercială Filiala de Întreţinere şi Servicii Energetice "Electrica Serv" - S.A. to "Societatea Filiala de Întreţinere şi Servicii Energetice "Electrica Serv" - S.A.", by removing from the Company's name of the term "Comercială" as well as the amendment in this respect of its articles of association.
20. Empowering the General Manager of Electrica (who has a right to sub-delegate) to attend and vote in the general meeting of:
(A) (i) SC FDEE Electrica Distribuţie Transilvania Nord S.A., (ii) Societatea Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Transilvania Sud" - S.A., (iii) Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Muntenia Nord" - S.A., (iv) Electrica Furnizare S.A., (v) SC FISE "Electrica Serv" - S.A., (vi) Servicii Energetice Muntenia S.A., (vii) Servicii Energetice Oltenia S.A., as case, the aspects mentioned under points 1-19 above, according to what has been approved in this EGMS;
(B) Societatea Comercială Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Transilvania Nord" - S.A, Filiala de Distribuţie a Energiei Electrice "Electrica Distribuţie Muntenia Nord" - S.A. and SC FISE "Electrica Serv" - S.A. for the empowering of the general manager of each such subsidiary to sign the updated articles of association of each such subsidiary which shall reflect the change of name of the subsidiaries according to what has been approved by the EGMS;
(C) of the companies from letter A above for empowering the general manager of each subsidiary to fulfil all necessary formalities in front of the Commercial Registry Office for the registration of the resolutions passed in this respect, and, as case, of the updated articles of association or other documents for this purpose.
21. Setting the registration date as 13 May 2015 for the purpose of identifying the shareholders with respect to whom the effects of the resolution of the EGMS apply as per Article 238 of Law No. 297/2004 on capital markets.
22. Empowering the President of the Board of Directors, the secretary of the meeting and the technical secretary to jointly sign the EGMS resolutions, and to perform individually and not jointly any act or formality required by law for their registration and publication in the Commercial Registry Office of the Bucharest Tribunal.
In addition, the following have been rejected by the Extraordinary General Meeting of Shareholders:
1. The annual investment plan consolidated at Electrica's group level (CAPEX Plan) for the financial year 2015.
2. The annual financial statements of Servicii Energetice Muntenia S.A. for the financial year 2014.
3. The amendment of (i) the hand-over protocol performed between Electrica and Societatea Comercială Filiala de Întreţinere şi Servicii Energetice "Electrica Serv" - S.A. on 18 March 2005 on the basis of Government Decision no. 74/2005 regarding the foundation of Societatea Comercială Filiala de Întreţinere şi Servicii Energetice "Electrica Serv" - S.A. by the reorganization of the activity within Societatea Comercială de Distribuţie şi Furnizare a Energiei Electrice "Electrica" - S.A. (GD no. 74/2005), regarding the transfer of the ownership right on several lands to Electrica, considering that the said lands were transferred through the protocol with the violation of art. 3 of GD 74/2005, respectively without any value, as well as empowering the General Manager of Electrica (who has a right to sub-delegate) to sign the necessary documents, and of (ii) the Ratification Convention no. 1222 dated 5 May 2008 and of the Ratification Convention no. 1229 dated 8 September 2008 entered between the Company and Societatea Comercială Filiala de Întreţinere şi Servicii Energetice "Electrica Serv" - S.A., in the sense of returning the ownership of the following plots of land into the property of Electrica SA: "Administrative headquarters Braila, located in Braila, str. Baldovinesti, no.12, Braila county, with an area of 13,531.00 sqm; "AISE Braila Headquarters", located in Braila, Calea Calarasilor, nr.48, Braila county, with an area of 318.21 sqm; and "CEE Municipal", located in Braila, str. Uzinei, no. l, Braila county, with an area of 5,561.00 sqm (acc. to the protocol) and 5,537.00 sqm according to the Land Book as well as empowering the General Manager of Electrica (who has a right to sub-delegate) to sign the necessary documents.
(B) Ordinary General Meeting of Shareholders
Electrica hereby informs that on 27 April 2015, the Ordinary General Meeting of Electrica's Shareholders took place at SC FISE Electrica Serv S.A.'s headquarters in Bucharest, sector 1, 1A Ştefan cel Mare Road, postal code 011736, Conference Room, starting at 17.00 o'clock (Romanian time), being duly held in accordance with the legal and statutory provisions upon the first calling.
The meeting was attended by the shareholders registered in the shareholder's register kept by the Central Depository on 31 March 2015, set as reference date, in person, by representative or through vote by correspondence, the quorum met being 73.17% of the total voting rights and 71.71 % of the share capital of the Company.
The meeting was chaired by Mr. Victor Cionga, as chairman of the Board of Directors of Electrica.
Within the Ordinary General Meeting of Shareholders, the Electrica's shareholders have decided the following:
1. Approving the Board of Directors' annual report regarding Electrica's activity for the financial year 2014.
2. Approving the annual financial statements of Electrica for the financial year 2014.
3. Approving the Consolidated annual financial statements of Electrica for the financial year 2014.
4. Approving the accounting loss carried forward, resulted from the differences between the accumulated result according to OMFP 1286/2012 and the accumulated result according to OMFP 3055/2009, with the amount reflected in the credit of account "Adjustment to inflation of the share capital", according to OMFP 1286/2012, as amended, and with the difference covered from other equity elements according to article 129; approving the distribution of profit for the financial year 2014 and the distribution of dividends. The approved gross dividend is 0.7217 RON per share.
5. Approving Electrica's income and expenses budget for the financial year 2015.
6. Approving the amount of the variable remuneration for the third quarter of 2014 for the directors of Electrica who have held this position until 22 September 2014.
7. Setting the registration date as 10 July 2015 for the purpose of identifying the shareholders that shall benefit from dividends or other rights and with respect to whom the effects of the resolution of the OGMS apply as per Article 238 of Law No. 297/2004 on capital markets.
8. Setting the ex date as 9 July 2015, date from which the financial instruments are traded without the rights deriving from the OGMS.
9. Setting 15 July 2015 as payment date of the dividends for the financial year 2014.
10. Empowering the President of the Board of Directors, the secretary of the meeting and the technical secretary to jointly sign the OGMS resolutions, and to perform individually and not jointly any act or formality required by law for their registration and publication in the Commercial Registry Office of the Bucharest Tribunal.
In addition, the following have been rejected by the Ordinary General Meeting of Shareholders:
1. The framework management agreement for the directors of Electrica.
2. The remuneration of the members of the board of directors of Electrica.
3. The general limits of the remuneration of the managers having a mandate agreement with Electrica.
General Manager
Ioan Roşca