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Pin to quick picksElectrica Regs Regulatory News (ELSA)

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The resolutions of the OGMS & EGMS - 27 April 2018

27 Apr 2018 13:20

RNS Number : 4282M
Societatea Energetica Electrica SA
27 April 2018
 

To: Bucharest Stock Exchange (BVB)

Romanian Financial Supervisory Authority (ASF)

London Stock Exchange (LSE)

 

Current report in compliance with the Law 24/2017 on issuers of financial instruments and market operations, the Romanian Capital Market Law no. 297/2004, CNVM Regulation no. 1/2006, and the Bucharest Stock Exchange Code

Report date: 27 April 2018

Company name: Societatea Energetica 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 resolutions of the Ordinary General Meeting of Shareholders and of the Extraordinary General Meeting of Shareholders of Societatea Energetica Electrica S.A. ("Electrica" or the "Company") of 27 April 2018

Electrica hereby informs that, on 27 April 2018, the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders took place at Electrica's headquarters in Bucharest, District 1, 9 Grigore Alexandrescu Street, postal code 010621, "Radu Zane" Conference Room, starting at 10.05 o'clock (Romanian time) and 12.20 o'clock (Romanian time), respectively, being duly held in accordance with the legal and statutory provisions upon the first calling.

The Ordinary General Meeting of Shareholders meeting was attended by the shareholders registered in the shareholder's register kept by Depozitarul Central S.A. on 28 March 2018, set as reference date, in person, by representative or through vote by correspondence, the quorum met being 79.633% of the total voting rights and 78.047% of the share capital of the Company.

The meeting was chaired by Mr. Cristian Buşu, as Chairman of the Board of Directors of Electrica.

 

Within the Ordinary General Meeting of Shareholders, Electrica's shareholders approved the following items with a majority of votes (at least 50% + 1) of the present and the represented shareholders, or voted by correspondence:

1. Approval of the Individual Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2017, based on the Individual Directors' Annual Report for the year 2017 and the Independent Auditor's Report on the individual annual financial statements of Electrica at the date and for the financial year ended 31 December 2017.

2. Approval of the Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2017, based on the Consolidated Directors' Annual Report for the year 2017 and the Independent Auditor's Report on the consolidated annual financial statements of Electrica at the date and for the financial year ended 31 December 2017.

3. Approval of Electrica's Board of Directors proposal on the distribution of the net profit for the financial year 2017, the approval of the total gross dividend value of lei 245,370,004, the gross dividend per share of lei 0.7237, the date of payment of the dividends, namely 22 June 2018, as set out in the note to the shareholders.

4. Approval of the discharge of liability of the members of the Board of Directors for the financial year 2017.

5. Approval of the income and expenses budget of Electrica for financial year 2018, at individual level.

6. Approval of the income and expenses budget of Electrica for financial year 2018, at consolidated level.

8. Election of the members of the Board of Directors of Societatea Energetica ELECTRICA S.A., through the cumulative voting method.

In this respect, the shareholders have decided the nomination of the following members, by applying the cumulative voting method:

- Elena Doina Dascalu

- Gicu Iorga

- Ramona Ungur

- Valentin Radu

- Arielle Malard De Rothschild

- Bogdan George Iliescu

- Willem Jan Antoon Henri Schoeber

The following members of the Board of Directors are considered revoked: Mr. Cristian Buşu and Mr. Pedro Mielgo Alvarez. They were not confirmed following the application of the method of cumulative voting and, as a consequence, their mandate is terminated at the date of this OGMS.

9. Establishment of the mandate's duration for the members elected by applying the cumulative voting method for a period of 4 (four) years;

10. Empowerment of the representative of the Ministry of Energy to sign, on behalf of the Company, the mandate agreements concluded with the members of the Board of Directors.

11. Establishment of the date of 8 June 2018 as record date, the date on which the identification of the shareholders who will be affected by Electrica OGSM will take place, including the right to dividends, in conformity with art. 86 of Law no. 24/2017 on Issuers of Financial Instruments and Market Operations.

12. Establishment of the date of 7 June 2018 as ex date, the date on which financial instruments are traded without rights deriving from Electrica OGMS.

13. Empowerment of the Chairman of the Meeting, of the secretary of the meeting and of the technical secretary to jointly sign the OGMS resolution and to perform individually and not jointly any act or formality required by law for its registration of the OGMS resolution with the Trade Register Office of the Bucharest Tribunal, as well as the publication of the OGMS resolution according to the law.

 

In the same time, the Ordinary General Meeting of Shareholders rejected the following item:

7. Approval of the appointment as Electrica's financial auditor of DELOITTE AUDIT S.R.L., a limited liability company established and operating in accordance with the Romanian legislation, having its registered office in Bucharest, District 1, 4-8 Nicolae Titulescu Road, Romania, registered with the Trade Register under the number J40/6775/1995, sole registration code (CUI) 7756924, with authorization no. 25, issued by the Romanian Chamber of Financial Auditors on 25.06.2001, as well as setting the term of the financial audit agreement of 3 years, respectively for the financial years 2018, 2019 and 2020.

 

The Extraordinary General Meeting of Shareholders meeting was attended by the shareholders registered in the shareholder's register kept by Depozitarul Central S.A. on 28 March 2018, set as reference date, in person, by representative or through vote by correspondence, the quorum met being 75.608% of the total voting rights and 74.102% of the share capital of the Company.

The meeting was chaired by Mr. Cristian Buşu, as Chairman of the Board of Directors of Electrica.

Within the Extraordinary General Meeting of Shareholders, Electrica's shareholders rejected the following item:

1. Approval of the establishment of a Company's working point in Bucharest, 4 - 8 Nicolae Titulescu Road, West Wing, 6th floor, District 1, Romania. At the newly established working point, the Company will carry out activities according to the Company's object of activity.

In the same time, the Extraordinary General Meeting of Shareholders approved the following item with a majority of votes (at least 50% + 1) of the present and the represented shareholders, or voted by correspondence:

2. Empowerment of the Chairman of the Meeting, of the secretary of the meeting and of the technical secretary to jointly sign the EGMS resolution and to perform individually and not jointly any act or formality required by law for its registration of the EGMS resolution with the Trade Register Office of the Bucharest Tribunal, as well as the publication of the EGMS resolution according to the law.

 

 

CEO,

Catalin STANCU

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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