AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Soecietatea Energetica Electrica S.A.

AGM Information Mar 20, 2024

2280_iss_2024-03-20_03e07bf5-9f6d-4489-b49c-11ce5a0148ad.pdf

AGM Information

Open in Viewer

Opens in native device viewer

To: Bucharest Stock Exchange (BSE)

London Stock Exchange (LSE)

Romanian Financial Supervisory Authority (FSA)

Current report in compliance with the Law 24/2017, republished, on issuers of financial instruments and market operations, Regulation FSA no. 5/2018 on issuers of financial instruments and market operations, and the Bucharest Stock Exchange Code

Report date: 20 March 2024

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 3,464,435,970

Regulated market where the issued securities are traded: Bucharest Stock Exchange (BSE), London

Stock Exchange (LSE)

Significant events to be reported: Requests for supplementing of the OGMS and EGMS Notice for 26 April 2024

As regards the Ordinary General Meeting of Shareholders (OGMS) dated 25 April 2024, 10:00 o'clock (Romanian time), and the Extraordinary General Meeting of Shareholders (EGMS) dated 25 April 2024, 12:00 o'clock (Romanian time), Societatea Energetica Electrica S.A. received two requests to supplement the agenda filed by the Ministry of Energy, on behalf of the Romanian State, as shareholder owning 48.78% of the Company's share capital, through letter No. 2175/SIB/20Mar2024 and 2185/SIB20Mar2024, registered by the Company under No. 2503/20Mar2024 and 2502/20Mar2024.

The first request refers to add the following item to the OGMS agenda:

    1. Approval, considering the ipso iure termination of the mandate of non-executive director of Cristodorescu George pursuant to art. 169 paragraph 10 of Law 85/2014 regarding insolvency prevention and insolvency proceedings, as subsequently amended and supplemented, of the following:
    2. i. the filing of a civil damage action in court for the liability of Mr. Cristodorescu George, former director of the company, for not fulfilled/improperly fulfilled obligations, according to art. 155 of Law no. 31/1990, republished, as subsequently amended, which caused damage to Societatea Energetica Electrica SA in the period 08 July 2021-15 May 2023;
  • ii. the empowerment of the legal representatives of the Company (with the possibility of delegating the representation in court to persons with legal training, including law firms), for signing and filing the summons request.

The second request refers to add the following items to the EGMS agenda:

    1. Approval of the cancellation of its own shares in a number of 6,890,593, which represent 1.988951% of the share capital, obtained thorough the stabilisation that took place within the Initial Public Offering (IPO) from June 2014.
    1. Approval of the reduction of the share capital with a number of 6,890,593 cancelled own shares , respectively the reduction of the share capital of the company from RON 3,464,435,970, to RON 3,395,530,040.
    1. Approval of the reduction of the social parts from 346,443,597 shares to 339,530,004 shares.
    1. Approval of the amendment of Article 6 of Chapter 3 "Social Capital. Shares" from the Articles of Association, which will have the following content:

CHAPTER 3

SHARE CAPITAL. SHARES

Art. 6 Share capital

"

  • (1) The share capital of the Company is of RON 3,395,530,040, subscribed and fully paid in.
  • (2) The structure of the share capital is as follows: a. In kind contribution of RON 41,419,110 (representing plots of land and construction); and

b. Cash contribution of RON 3,019,140,930.00 and USD 104,011,799.41 (at an exchange rate of 3.2205 RON/USD.

  • (3) The share capital is divided into 339,553,004 nominative shares with a nominal value of RON 10 each.
  • (4) The share capital is held as follows:
    • a. The Romanian State, represented by the competent authority according to the law, holds 169,046,299 shares, having a total nominal value of RON 1,690,462,990, out of which RON 41,419,110 contribution in kind (representing plots of land and constructions), in respect of which it has been granted a number of 4,141,911 shares, representing 49.7850% of the subscribed share capital;
    • b. Shareholders list type (natural persons and legal entities), hold a number of 170,506,705 shares, having a total nominal value of RON 1,705,067,050, composed of cash contribution of RON 1,370,097,050 and USD 104,011,799.41 (at an exchange rate of 3.2205 RON/USD), representing 50,2150% of the share capital.

The share capital does not include assets such as those provided by article 136 paragraph (4) of the Constitution."

    1. Empowerment of the Chair of the Board of Directors to sign the Articles of Association of Societatea Energetică Electrica S.A., updated in accordance with the resolution adopted at the previous item.
    1. 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 the 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.

For information we attach the above mentioned requests from the Ministry of Energy.

Only the persons registered as shareholders in the Company's shareholders' register held by Depozitarul Central S.A. at the end of the day on 27 March 2024 (Reference Date) have the right to attend and cast their votes in the OGMS and EGMS. Should there be a second calling of the OGMS and EGMS, the Reference Date remains the same.

The shareholders may also vote online through the online voting platform https://electrica.voting.ro/, starting with 4 April 2024.

The information materials related to the agenda of Electrica's OGMS and EGMS are available to the shareholders, in electronic format on the Company's website at www.electrica.ro, under the Investors > General Meeting of Shareholders > 2024 GMS > General Meeting of Shareholders as of 25 April 2024 section and in hardcopy at Electrica's Registry Desk located at its headquarters.

Annexes:

Request to Supplement - address no. 2175/SIB/20Mar2024, registered at Electrica under no. 2503/20 March 2024, transmitted by the Ministry of Energy, on behalf of the Romanian State, as a shareholder of Electrica with 169,046,299 shares held, representing 48.7948% of the total share capital.

Request to Supplement - address no. 2185/SIB/20Mar2024, registered at Electrica under no. 2502/20 March 2024, transmitted by the Ministry of Energy, on behalf of the Romanian State, as a shareholder of Electrica with 169,046,299 shares held, representing 48.7948% of the total share capital.

CEO Alexandru-Aurelian Chirita

The translation of the document 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.

MINISTRY OF ENERGY Electrica no. 2503/20.03.2024 Office of the Minister Nr. 2175/SIB/20.03.2024

To: SOCIETATEA ENERGETICA ELECTRICA SA

Mr. Dumitru CHIRITA, Chairman of the Board of Directors ' '

To the attention of:

Mr. Alexandru CHIRIȚĂ, CEO

Considering:

  • − The Ordinary General Meeting of Shareholders of Societatea Energetica Electrica SA, convened for 25 April 2024;
  • − The current report from 15.05.2023 sent to the Bucharest Stock Exchange by Societatea Energetica Electrica SA regarding the "Cessation of the mandate of a director"
  • − the Civil Decision no. 1280 of 08 July 2021 of the Bucharest Court of Appeal, final, published in BRI no. 19034/10.11.2021
  • − The provisions of art. 169 para. 10 of Law 85/2014 regarding insolvency prevention and insolvency proceedings, as subsequently amended and supplemented
  • − The provisions of art. 209 para. (3), art. 211 and art. 2030 para. (1) of the New Civil Code
  • − The provisions of art. 18 para. (10) letter d) of the Articles of Association of Societatea Elnergetica Electrica S.A.
  • − The provisions of art. 20 item ii) of the Mandate Agreement in the form approved through the Resolution of the Ordinary General Meeting of Shareholders of Societatea Energetica Electrica S.A. no. 1 from 9 February 2018,
  • − The provisions of Art. 1171 , Art. 1441 para (1), art. 155 of the Companies Law nr. 31/1990, republished, with subsequent amendments and completions,
  • − the provisions of Article 105 of Law no. 24/2017 on issuers of financial instruments and market operations, as subsequently amended and supplemented,

The Ministry of Energy, on behalf of the Romanian State, as a shareholder of Societatea Energetica Electrica SA with 169,046,299 shares held in this company representing 48.7948% of the total share capital, requests the Board of Directors of Societatea Energetica Electrica SA, to introduce on the agenda of the meeting of the Ordinary General Meeting of Shareholders of SE Electrica SA convened for 25 April 2024, of the following items:

1. Approval, considering the ipso iure termination of the mandate of non-executive director of Cristodorescu George pursuant to art. 169 paragraph 10 of Law 85/2014 regarding insolvency prevention and insolvency proceedings, as subsequently amended and supplemented, of the following:

(i) the filing of a civil damage action in court for the liability of Mr. Cristodorescu George, former director of the company, for not fulfilled/improperly fulfilled obligations, according to art. 155 of Law no. 31/1990, republished, as subsequently amended, which caused damage to Societatea Energetica Electrica SA in the period 08 July 2021-15 May 2023;

(ii) the empowerment of the legal representatives of the Company (with the possibility of delegating the representation in court to persons with legal training, including law firms), for signing and filing the summons request.

Draft OGMS decision:

The OGMS approves:

(i) the filing of a civil damage action in court for the liability of Mr. Cristodorescu George, former director of the company, for not fulfilled/improperly fulfilled obligations, according to art. 155 of Law no. 31/1990, republished, as subsequently amended, which caused damage to Societatea Energetica Electrica SA in the period 08 July 2021-15 May 2023,

(ii) The empowerment of the legal representatives of the Company (with the possibility of delegating the representation in court to persons with legal training, including law firms), for signing and filing the summons request.

Sincerely,

Sebastian – Ioan BURDUJA

Minister of Energy

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.

MINISTRY OF ENERGY Electrica no. 2502/20.03.2024

Office of the Minister Nr. 2185/SIB/20.03.2024

To: SOCIETATEA ENERGETICA ELECTRICA SA

Mr. Dumitru CHIRITA, Chairman of the Board of Directors ' '

To the attention of: Mr. Alexandru CHIRIȚĂ, CEO

Considering:

  • − The Extraordinary General Meeting of Shareholders of Societatea Energetica Electrica SA, convened for 25 April 2024;
  • − The provisions of Art. 1171 and Art. 207 para (1) letter c) of the Companies Law nr. 31/1990, republished, with subsequent amendments and completions,
  • − the provisions of Article 105 of Law no. 24/2017 on issuers of financial instruments and market operations, as subsequently amended and supplemented,
  • − The provisions of the Articles of Association of Societatea Energetica Electrica S.A.
  • − The fact that after the stabilization process after the Initial Public Offer from June 2014, Societatea Energetica Electrica S.A. owns 6.890.593 shares, representing 1.988951% of the total share capital at 31 December 2023, with suspended voting rights, which do not offer the company the right for dividends,

The Ministry of Energy, on behalf of the Romanian State, as a shareholder of Societatea Energetica Electrica SA with 169,046,299 shares held in this company representing 48.7948% of the total share capital, requests the Board of Directors of Societatea Energetica Electrica SA, to introduce on the agenda of the meeting of the Extraordinary General Meeting of Shareholders of Societatea Energetica Electrica SA convened for 25 April 2024, of the following items:

  • 1. Approval of the cancellation of its own shares in a number of 6,890,593, which represent 1.988951% of the share capital, obtained thorough the stabilisation that took place within the initial public offer (IPO) from June 2014
  • 2. Approval of the reduction of the share capital with a number of 6,890,593 cancelled own shares, respectively the reduction of the share capital of the company from RON 3,464,435,970, to RON 3,395,530,040;
  • 3. Approval of the reduction of the social parts from 346,443,597 shares to 339,530,004 shares
  • 4. Approval of the amendment of Article 6 of Chapter 3 "Social Capital. Shares" from the Articles of Association, which will have the following content:

CHAPTER 3

SHARE CAPITAL. SHARES

Art. 6 Share capital

"

(1) The share capital of the Company is of RON 3,395,530,040, subscribed and fully paid in.

  • (2) The structure of the share capital is as follows: a. In kind contribution of RON 41,419,110 (representing plots of land and construction); and b. Cash contribution of RON 3,019,140,930.00 and USD 104,011,799.41 (at an exchange rate of 3.2205 RON/USD.
  • (3) The share capital is divided into 339,553,004 nominative shares with a nominal value of RON 10 each
  • (4) The share capital is held as follows:
  • a. The Romanian State, represented by the competent authority according to the law, holds 169,046,299 shares, having a total nominal value of RON 1,690,462,990, out of which RON 41,419,110 contribution in kind (representing plots of land and constructions), in respect of which it has been granted a number of 4,141,911 shares, representing 49.7850% of the subscribed share capital;
  • b. Shareholders – list type (natural persons and legal entities), hold a number of 170,506,705 shares, having a total nominal value of RON 1,705,067,050, composed of cash contribution of RON 1,370,097,050 and USD 104,011,799.41 (at an exchange rate of 3.2205 RON/USD), representing 50,2150% of the share capital.

The share capital does not include assets such as those provided by article 136 paragraph (4) of the Constitution."

  • 5. Empowerment of the Chair of the Board of Directors to sign the Articles of Association of Societatea Energetică Electrica S.A., updated in accordance with the resolution adopted at the previous item.
  • 6. 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 the 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.

Draft EGMS decision:

  • 7. The EGMS approves the cancellation of its own shares in a number of 6,890,593, which represent 1.988951% of the share capital, obtained thorough the stabilisation that took place within the initial public offer (IPO) from June 2014
  • 8. The EGMS approves the reduction of the share capital with a number of cancelled 6,890,593 own shares, respectively the reduction of the share capital of the company from RON 3,464,435,970, to RON 3,395,530,040;
  • 9. The EGMS approves the reduction of the social parts from 346,443,597 shares to 339,530,004 shares
  • 10. The EGMS approves the amendment of Article 6 of Chapter 3 "Social Capital. Shares" from

the Articles of Association, which will have the following content:

"

CHAPTER 3

SHARE CAPITAL. SHARES

Art. 6 Share capital

  • (1) The share capital of the Company is of RON 3,395,530,040, subscribed and fully paid in.
  • (2) The structure of the share capital is as follows:
    • a. In kind contribution of RON 41,419,110 (representing plots of land and construction); and b. Cash contribution of RON 3,019,140,930.00 and USD 104,011,799.41 (at an exchange rate of 3.2205 RON/USD.
  • (3) The share capital is divided into 339,553,004 nominative shares with a nominal value of RON
  • 10 each
  • (4) The share capital is held as follows:
  • c. The Romanian State, represented by the competent authority according to the law, holds 169,046,299 shares, having a total nominal value of RON 1,690,462,990, out of which RON 41,419,110 contribution in kind (representing plots of land and constructions), in respect of which it has been granted a number of 4,141,911 shares, representing 49.7850% of the subscribed share capital;
  • d. Shareholders – list type (natural persons and legal entities), hold a number of 170,506,705 shares, having a total nominal value of RON 1,705,067,050, composed of cash contribution of RON 1,370,097,050 and USD 104,011,799.41 (at an exchange rate of 3.2205 RON/USD), representing 50,2150% of the share capital.

The share capital does not include assets such as those provided by article 136 paragraph (4) of the Constitution."

  • 11. The EGMS approves the empowerment of the Chair of the Board of Directors to sign the Articles of Association of Societatea Energetică Electrica S.A., updated in accordance with the resolution adopted at the previous item.
  • 12. The EGMS approves the 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 the 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.

Sincerely,

Sebastian – Ioan BURDUJA

Minister of Energy

Other signatures

Talk to a Data Expert

Have a question? We'll get back to you promptly.