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SOCIETATEA ENERGETICA ELECTRICA S.A. - EL

Notice of O&EGSM 27(28) April 2018

Release Date: 3/7/2018 8:50:11 AM

IRIS Code: 703C4

Societatea Energetica Electrica S.A.

9, Grigore Alexandrescu str.

010621 District 1, Bucharest, Romania

Phone: 021-208 59 99; Fax: 021-208 59 98

Fiscal Registration Certificate RO 13267221

J40/7425/2000

Share capital: 3.459.399.290 RON

www.electrica.ro

 


To:                              Romanian Financial Supervisory Authority (ASF)

                                    Bucharest Stock Exchange (BVB)

                                    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: 7 March 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), London Stock Exchange (LSE)

Significant events to be reported:

Convening of the Ordinary General Meeting and of the Extraordinary General Meeting of Shareholders of Societatea Energetica Electrica S.A. on 27 April 2018

In compliance with the Companies Law no. 31/1990, Capital Market Law no. 297/2004, Law no. 24/2017 on issuers of financial instruments and market operations and CNVM Regulation no. 1/2006 on issuers and operations with securities, Societatea Energetica Electrica S.A. (Electrica or the Company) convenes the Ordinary General Meeting of Shareholders (OGMS) on 27 April 2018, 10:00 o’clock (Romanian time) and the Extraordinary General Meeting of Shareholders (EGMS) on 27 April 2018, 12:00 o’clock (Romanian time).

The information materials related to the agenda of Electrica OGMS and EGMS shall be made available to the shareholders, in electronic format on the Company’s website at www.electrica.ro, Investors > The General Meeting of Shareholders section and in hardcopy at the Registry Desk of the Company located at its headquarters, starting with 19 March 2018. The information materials related to the annual financial statements, the annual report of the Board of Directors, as well as to the proposal regarding the distribution of dividends, shall be made available to the shareholders, as previously described, starting with the date of convening the OGMS/EGMS.

The Convening Notice of the OGMS and of the EGMS was approved in the Company’s Board of Directors meeting dated 6 March 2018. The Convening Notice of the EGMS and of the OGMS is to be published in the Official Gazette of Romania, Part IV and in at least one national newspaper.

Attached: Convening Notice of the Ordinary General Meeting and of the Extraordinary General Meeting of Shareholders on 27 April 2018.

 

CEO,                                                  

Dan Catalin STANCU                                   

 

 

CONVENING NOTICE

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS AND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

SOCIETATEA ENERGETICA ELECTRICA S.A.

 

The Board of Directors of SOCIETATEA ENERGETICA ELECTRICA S.A. (hereinafter the Company or Electrica), headquartered in Bucharest, 9 Grigore Alexandrescu Str., district 1, registered with the Commercial Registry under number J40/7425/2000, sole registration code (CUI) RO 13267221, with a subscribed and entirely paid share capital of RON 3,459,399,290,

pursuant to the minutes of the meeting of the board of directors (the Board of Directors) of the Company dated 6 March 2018,

according to the provisions of the Companies Law no. 31/1990, republished, as subsequently amended, Law no. 24/2017 on the issuers of financial instruments and market operations, National Securities Commission Regulation No. 1/2006 regarding issuers and securities operations, as subsequently amended, National Securities Commission Regulation no. 6/2009 regarding the exercise of certain rights of shareholders in the general meetings of companies, as subsequently amended, and the provisions of the Company’s articles of association (the Articles of Association),

CONVENES

the Company’s Ordinary General Meeting of Shareholders (OGMS) and the Company’s Extraordinary General Meeting of Shareholders (EGMS) on 27 April 2018,  as it follows:

·         OGMS starting at 10:00 o’clock (Romanian time), at the Company’s headquarters in Bucharest, 9 Grigore Alexandrescu Str., District 1, postal code 010621, Radu Zane conference room; and

·         EGMS starting at 12:00 o’clock (Romanian time), at the Company’s headquarters in Bucharest, 9 Grigore Alexandrescu Str., District 1, postal code 010621, Radu Zane conference room.

Should the legal and/or statutory quorum for convening the OGMS and the EGMS, respectively, not be met on the date mentioned above as the date of the first calling, a second OGMS, and a second EGMS, respectively, shall be convened and established for 28 April 2018, having the same agenda, as it follows:

·         OGMS starting at 10:00 o’clock (Romanian time), at the Company’s headquarters in Bucharest, 9 Grigore Alexandrescu Street, District 1, postal code 010621, Radu Zane conference room; and

·         EGMS starting at 12:00 o’clock (Romanian time), at the Company’s headquarters in Bucharest, 9 Grigore Alexandrescu Street, District 1, postal code 010621, Radu Zane conference room.

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 28 March 2018 (Reference Date) have the right to attend and cast their votes in the OGMS and respectively the EGMS. Should there be a second calling of the OGMS and EGMS, respectively, the Reference Date remains the same.

The agenda of the OGMS will be the following:

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.

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.

8.           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.

9.           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.

10.         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.

 

The agenda of the EGMS will be the following:

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.

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.

 

DETAILS ON THE OGMS AND EGMS

I.                    The identification requirements applicable to the shareholders

The identification requirements applicable for the natural person shareholder and/or for his/her proxy and/or for the legal representative/proxy of the legal entity shareholder are:

(a)                for natural persons shareholders:

(i)     to be accompanied by the shareholder’s identification document or, as the case may be, a copy of the shareholder’s identification document (ID for Romanian citizens or passport for foreign citizens), allowing their identification in the Company’s shareholders’ register held by Depozitarul Central SA;

(ii)    the acknowledgement of the proxy capacity shall be based on the special power-of-attorney or the general power-of-attorney issued by the shareholder, or, in case the shareholder is being represented by a credit institution providing custody services, based on the voting instructions received by way of electronic communication means, without being necessary to issue a special power-of-attorney or a general one; the general power-of-attorney may be granted only to an “intermediary” as defined in the capital market legislation, or to a lawyer;

(iii)   copy of the identification document of the proxy or the representative of the proxy that are natural persons (ID for Romanian citizens or passport for foreign citizens),

(iv)    in case of votes submitted by a legal person proxy: the proof of the natural person’s capacity that represents the legal person proxy; the proof shall be made by an ascertaining certificate of the legal person representative  (not older than 30 days at the date of the OGMS/EGMS)/the similar documents to the ones mentioned above (not older than 30 days at the date of the OGMS/EGMS), or by a power of attorney issued by the legal representative of the legal person proxy, as it is registered at the Trade Register or similar authorities, together with the ascertaining certificate or similar documents (no older than 30 days at the date of the OGMS/EGMS).

AND

(b)               for legal persons shareholders:

(i)     acknowledgement/confirmation of the legal representative capacity shall be based on the list of shareholders received from Depozitarul Central SA; nevertheless, if the shareholder/the person having this obligation has not timely informed Depozitarul Central SA with respect to its legal representative (so that the shareholders’ register reflects this on the Reference Date), then the ascertaining certificate (not older than 30 days at the date of the OGMS/EGMS)/documents similar to those mentioned above (not older than 30 days at the date of the OGMS/EGMS) must prove the legal representative capacity of the legal person shareholder or, in the case of the Romanian State, a copy of the document proving the legal representative capacity of the one representing it;

(ii)    acknowledgement of the conventional representative/proxy capacity shall be based on the special power of attorney issued by the legal representative of the shareholder, identified according to letter (i) above or based on the general power of attorney issued by the legal representative of the shareholder (the latter may be granted only to an “intermediary” as defined in the capital market legislation, or to a lawyer) or, in the case of shareholders that are international organizations, based on a special or general power of attorney (the latter may be granted only to an “intermediary” as defined in the capital market legislation, or to a lawyer) granted under the standard procedure used by that organization, accompanied by all the supporting documents on the quality of the signatories; in case the shareholder is being represented by a credit institution providing custody services, based on the voting instructions received by way of electronic communication means, without being necessary to issue a special power-of-attorney or a general one;

(iii)   copy of the identification document of the legal representative/proxy (ID for Romanian citizens or passport for foreign citizens).

(iv)    in case of votes submitted by legal person proxy: the proof of the natural’s person capacity that represents the legal person proxy; the proof shall be made by an ascertaining certificate (not older than 30 days at the date of the OGMS/EGMS)/ documents similar to those mentioned above (not older than 30 days at the date of the OGMS/EGMS) or by a power of attorney issued by the legal representative of the legal person proxy, as it is registered at the Trade Registry or similar authorities, together with the ascertaining certificate or similar documents (no older than 30 days at the date of the OGMS/EGMS). 

The documents certifying the capacity of the legal/conventional representative/proxy that are drafted in a foreign language other than English shall be accompanied by a translation made by an authorised translator in Romanian and/or in English.

II.                 Information materials regarding the agenda

The following documents shall be made available to the shareholders, in Romanian and in English, in electronic format on the Company’s website at www.electrica.ro, under "Investors section > General Meeting of Shareholders", and in hardcopy at the Company’s Registry Desk located at its headquarters in Bucharest, 9 Grigore Alexandrescu Street, District 1, which is open from Monday to Thursday between 08:00 - 17:00 (Romanian time), and on Fridays between 08:00 - 14:30 (Romanian time), excepting the legal holidays:

1.           From the convening date and until (and including) the date of the OGSM, respectively EGMS, in the first or the second convening:

(a)               the OGSM Convening Notice and the EGSM Convening Notice;

(b)               the Individual Annual Financial Statements of Electrica for the financial year 2017;

(c)               the Consolidated Annual Financial Statements of Electrica for the financial year 2017;

(d)               the note regarding the proposal of the distribution of the dividends to the shareholders of Electrica;

(e)               the annual report of the board of directors, at individual level;

(f)                the annual report of the board of directors, at consolidated level.

2.           Starting with 19 March 2018 and until (and including) the date of the OGSM, respectively EGMS in the first or the second convening:

(a)                the total number of shares and the voting rights at the calling date;

(b)               the full text of the draft resolutions proposed to be adopted by the OGMS and, respectively EGMS;

(c)                the form of general/special powers of attorney to be used for voting by representative;

(d)               the voting ballot form for the vote by correspondence;

(e)                the documents to be presented to the OGMS and, respectively EGMS;

(f)                other information/documents regarding the items included on the agenda of the OGMS, respectively EGMS.

The documents mentioned at point 1.(a) and point 2.(b), (c), (d) and (e) shall be updated and republished if new items will be added to the agenda of OGSM, respectively EGMS.

In order to obtain hard copies of the Annual Financial Statements, at individual or consolidated level, of the Annual Report of the Board of Directors as well as the distribution of the dividends, shareholders must address requests in writing in this regard at the Company’s Registry Desk (which is open from Monday to Thursday between 08:00 - 17:00 (Romanian time), and on Fridays between 08:00 - 14:30 (Romanian time), excepting the legal holidays) or to the email address ir@electrica.ro, so that these are received by the Company starting with 7 March 2018. The Company shall provide the shareholders, through its Registry Desk, with copies of the requested documents within maximum 2 business days from the request.

In order to obtain hard copies of all other documents, shareholders must address requests in writing in this regard at the Company’s Registry Desk (which is open from Monday to Thursday between
08:00 - 17:00 (Romanian time), and on Fridays between 08:00 - 14:30 (Romanian time), excepting the legal holidays) or to the email address ir@electrica.ro, so that these are received by the Company starting with 16:00 o'clock (Romanian time) on 19 March 2018. The Company shall provide the shareholders, through its Registry Desk, with copies of the requested documents within maximum 2 business days from the request.

III. Questions regarding the agenda/the Company’s activity

The Company’s shareholders, subject to fulfilling the identification requirements set out above in Section I (The identification requirements applicable to the shareholders), may ask questions in writing, in Romanian or in English, regarding the items on the agenda of the OGMS or the EGMS/the Company’s activity, prior to the date of the OGMS and respectively the EGMS. These questions shall be addressed to the Company’s Board of Directors and shall be sent either (i) in hardcopy (in person or by post/courier services, with confirmation of receipt), at the Company’s Registry Desk (which is open from Monday to Thursday between 08:00 - 17:00 (Romanian time), and on Fridays between 08:00 - 14:30 (Romanian time), excepting the legal holidays), or (ii) via e-mail, with incorporated extended electronic signature, as per Law no. 455/2001 on the electronic signature, at ir@electrica.ro, so as to be received by the Company until 26 April 2018, 10:00 o’clock (Romanian time), stating clearly in writing in capital letters: “QUESTIONS REGARDING THE AGENDA/THE COMPANY’S ACTIVITY – FOR THE OGMS/EGMS DATED 27 APRIL 2018”.

As regards questions addressed in hardcopy, they must be signed by the shareholders that are natural persons or by the legal representatives of the shareholders that are legal persons.

The Company shall answer these questions during the OGMS or, as the case may be, EGMS meeting and it may give a general answer to questions with the same content. Also, an answer is considered given if the relevant information is available on the Company’s website, at www.electrica.ro, under Investors section > The General Meeting of Shareholders.

IV.         The right of shareholders to add new items on the OGMS/EGMS agenda

Shareholders representing, individually or together, at least 5% of the Company’s share capital are entitled, within no more than 15 days from the publication of the OGMS and respectively the EGMS convening notice, to request in writing that new items are added on each of the general meeting’s agenda.

These requests made by the shareholders must fulfil the following cumulative conditions:

(a)          to be accompanied by documents evidencing the fulfilment of the identification requirements mentioned in Section I (The identification requirements applicable to the shareholders) above, applicable both to the shareholders that are natural persons and/or to the legal representative of the shareholders that are legal persons and that request the addition of new items on the agenda of OGMS/EGMS, and that shall be sent to the Company as per the provisions of letter (c) below;

(b)          each new item to be accompanied by a justification or by a draft resolution proposed to be adopted by the OGMS or the EGMS to which it refers. Those shareholders are also entitled to present in writing draft resolutions for the items included or proposed to be included on the agenda of the OGMS/EGMS;

(c)          to be addressed to the Company’s Board of Directors and sent in writing, within the legal deadline, either (i) in hardcopy (in person or by post/courier services, with confirmation of receipt), at the Company’s Registry Desk at the Company’s headquarters (which is open from Monday to Thursday between 08:00 - 17:00 (Romanian time), and on Fridays between
08:00 - 14:30 (Romanian time), excepting the legal holidays), or (ii) via e-mail, with incorporated extended electronic signature, as per Law no. 445/2001 on the electronic signature, at ir@electrica.ro, so as to be received by the Company until 23 March 2018, 14:30 o’clock (Romanian time). Both means of transmission must state clearly in writing in capital letters: “PROPOSAL OF NEW ITEMS ON THE AGENDA – FOR THE OGMS / EGMS DATED 27 APRIL 2018”;

(d)          for the questions sent in hardcopy, they must be signed by the shareholders that are natural persons or by the legal representatives of the shareholders that are legal persons.

The documents justifying the proposals for the introduction of new items on the agenda and the corresponding draft resolution, together with the updated convening notice, will be available to the shareholders, if the case, as of the date of 27 March 2018, 16:00 o’clock (Romanian time), at the Company’s Registry Desk (which is open from Monday to Thursday between 08:00 - 17:00 (Romanian time), and on Fridays between 08:00 - 14:30 (Romanian time), excepting the legal holidays), as well as on the Company’s website at www.electrica.ro, under Investors section > The General Meeting of Shareholders and the updated convening notice will also be published in the Official Gazette of Romania and a widespread daily newspaper in accordance with the legal provisions.

V.                  Participation of the shareholders to the OGMS and EGMS

The shareholders registered on the Reference Date in the Company’s shareholders’ register kept by Depozitarul Central SA may attend the OGMS and, respectively the EGMS and vote:

-             in person by direct vote;

-             through a representative with a special or general power of attorney (the latter may be granted only to an “intermediary” as defined in the capital market legislation, or to a lawyer); or, in case the shareholder is being represented by a credit institution providing custody services, based on the voting instructions received by way of electronic communication means, without being necessary to issue a special power-of-attorney or a general one;

-             by correspondence.

(a)               Voting in person

In case of voting in person, the shareholders that are natural persons and the shareholders that are legal persons shall be entitled to participate in the OGMS and EGMS by the mere proof of their identity, and their legal representatives’, respectively, as the case may be, according to the identification requirements mentioned in Section I (The identification requirements applicable to the shareholders) above.

(b)               Voting through a representative with a special or a general power of attorney

The representation of shareholders in the OGMS and/or EGMS may be done through a representative/proxy, who may be another shareholder or a third party, by filling in and signing the form for the special power of attorney. In case of the discussion within the OGMS/EGMS, in accordance with the legal provisions, of items not included on the published agenda, the proxy may vote in their respect according to the interest of the represented shareholder.

A shareholder may also grant a valid general power of attorney for a period that shall not exceed 3 years, allowing its representative to vote in all maters debated by the OGMS/EGMS, including the acts of disposal, under the condition that the power of attorney is granted by the shareholder, as client, to an “intermediary”, as defined in the capital market legislation, or to a lawyer. In case the shareholder is being represented by a credit institution providing custody services, the latter may vote in the OGMS / EGMS based on the voting instructions received by way of electronic communication means, without being necessary the issuance of a special power-of-attorney or a general one. The custodian bank shall vote solely in accordance with and within the limits of instructions received from its clients, in their capacity as shareholders at the reference date.

A shareholder may appoint only one person to represent it at the OGMS / EGMS meeting. Nevertheless, a shareholder may appoint by its power of attorney one or more substitute representatives to ensure its representation in the OGMS/EGMS in case the appointed representative is unable to fulfil its mandate. If by the power of attorney more substitute representatives are appointed, the shareholder shall determine the order in which they will exercise their mandate.

The special power of attorney, the declaration of the legal representative of the intermediary or, as the case may be, of the lawyer and the general power of attorney (before being used for the first time), mentioned above, filled in and signed by the shareholders, shall be submitted in writing either (i) in original (in what concerns the special power of attorney, the declaration of the legal representative of the intermediary or, as the case may be, of the lawyer) or in copy containing the mention of its conformity with the original under the representative’s signature (in what concerns the general power of attorney) in hardcopy (in person or by post/ courier service, with confirmation of receipt) at the Company’s Registry Desk at the Company’s headquarters (which is open from Monday to Thursday between 08:00 - 17:00 (Romanian time), and on Fridays between 08:00 - 14:30 (Romanian time), excepting the legal holidays), or (ii) via e-mail, with incorporated extended electronic signature, as per Law no. 445/2001 on the electronic signature, at ir@electrica.ro, so as to be received until 24 April 2018, 17:00 o’clock (Romanian time) (namely at least 2 business days before the OGMS / EGMS takes place), under penalty of losing the right to vote in the OGMS and/or EGMS signed, without any further formalities in connection with the form of these documents. Both means of transmitting the powers of attorney must state clearly in writing in capital letters: “POWER OF ATTORNEY – FOR THE OGMS/EGMS DATED 27 APRIL 2018”.

For identification purposes, the special power of attorney shall be accompanied by documents attesting the fulfilment of the identification requirements mentioned in Section I (The identification requirements applicable to the shareholders).

The general power of attorney granted by a shareholder, as client, to an intermediary, as defined in the capital market legislation, or to a lawyer, shall be valid without presenting other additional documents relating to that shareholder, if the power of attorney is drafted according to Regulation no. 6/2009 regarding the exercise of certain rights of shareholders in general meetings of companies, is signed by the shareholder in question and is accompanied by an affidavit given by the legal representative of the intermediary or by the lawyer that has received the mandate by the general power of attorney, evidencing that: (i) the power of attorney is granted by that shareholder, as client, to the intermediary, as defined in the capital market legislation, or to the lawyer, as the case may be, and (ii) the general power of attorney is signed by the shareholder, inclusively by adding an extended electronic signature, if the case.

The special and general powers of attorney are valid both for the first OGMS / EGMS and the second OGMS / EGMS, should the legal and/or statutory quorum provided for holding the first OGMS/EGMS not be met.

The special or, as the case may be, general powers of attorney or the documents attesting the capacity of the legal representatives shall be retained by the Company and a mention in this regard shall be made in the minutes of the meeting.

The shareholders cannot be represented in the OGMS / EGMS through a general power of attorney by a person that is in a situation of conflict of interests according to art. 92 para. (15) of Law no. 24/2017 regarding the issuers of financial instruments and market operations. The proxy cannot be substituted by another person (except for the case when a substitute representative is appointed). If the proxy is a legal person, it may execute the granted proxy through any person that is part of the administrative or management body or of its employees, subject to the identification requirements set out in Section I above (The identification requirements applicable to the shareholders).

The special power of attorney form:

(a)                shall be made available to the shareholders by the Company as of 19 March 2018, on the Company’s website at www.electrica.ro, under Investors section > The General Meeting of Shareholders;

(b)               the special power of attorney form shall be updated by the Company if there would be new items added on the agenda of the OGMS and/or EGMS, and the updated version shall be published on the Company’s website at www.electrica.ro, under Investors section > The General Meeting of Shareholders, on 27 March 2018. In case the agenda is supplemented/updated and the shareholders do not send updated special powers of attorney, the powers of attorney submitted prior to the supplement/update of the agenda shall be taken into consideration only for the items that are also found on the updated agenda;

(c)                shall be filled in by the shareholder in three (3) originals: one for the shareholder, one for the proxy, and one for the Company.

The Company accepts the appointment of representatives by electronic notification sent to the e-mail address ir@electrica.ro according to Law no. 455/2001 on the electronic signature. In this case the power of attorney shall be submitted by extended electronic signature.

(c)                Voting by correspondence

Casting the shareholders’ vote in the OGMS and/or EGMS may also be done by correspondence, by duly filling in, signing, and transmitting the voting ballot form for voting by correspondence.

The voting ballot forms for voting by correspondence, filled in and signed by the shareholders shall be submitted in writing either (i) in original, in hardcopy (in person or by post/courier service, with confirmation of receipt) at the Company’s Registry Desk at the Company’s headquarters (which is open from Monday to Thursday between 08:00 - 17:00 (Romanian time), and on Fridays between 08:00 - 14:30 (Romanian time), excepting the legal holidays), or (ii) via e-mail, with incorporated extended electronic signature, as per Law no.  455/2001 on the electronic signature, at ir@electrica.ro, so as to be received until 24 April 2018, 17:00 o’clock (Romanian time), namely at least 2 business days before the OGMS / EGMS takes place, under penalty of losing the right to vote in the OGMS, respectively the EGMS signed, without any further formalities in connection with the form of these documents. Both means of transmitting the powers of attorney must state clearly in writing in capital letters: “VOTING BALLOT FORMS FOR VOTING BY CORRESPONDENCE – FOR THE OGMS/EGMS DATED 27 APRIL 2018.

The voting ballot forms shall be accompanied by documents attesting the fulfilment of the identification requirements mentioned in Section I (The identification requirements applicable to the shareholders) above.

The voting ballot forms for voting by correspondence thus received are valid both for the first OGMS / EGMS and the second OGMS / EGMS, should the legal and/or statutory quorum conditions provided for holding the first OGMS/EGMS not be met.

The voting ballot form for voting by correspondence:

(a)                shall be made available to the shareholders by the Company as of 19 March 2018, on the Company’s website at www.electrica.ro, under Investors section > The General Meeting of Shareholders;

(b)               shall be updated by the Company if there would be new items added on the agenda of the OGMS and/or EGMS and the updated version shall be published on the Company’s website at www.electrica.ro, under Investors section > The General Meeting of Shareholders, on 27 March 2018. In case the agenda is supplemented/updated and the shareholders, or, as case, their proxy, do not send updated voting ballot forms for voting by correspondence, the voting ballot forms for voting by correspondence submitted prior to the supplement/update of the agenda shall be taken into consideration only for the items that are also found on the updated agenda.

(d)         The shareholders access in the meeting room, on the date set for holding the meeting, is allowed: (i) as regards shareholders that are natural persons or the legal representative of the shareholders that are legal persons, though the simple proof of identity, which consists of presenting in original the identification document, and (ii) as regards shareholders that are legal persons and of shareholders that are natural persons and participate by representative, through the power of attorney given to the person that represents them and presenting in original the identification document of the legal representative/proxy.

The verification and validation of the submitted special/general powers of attorney, as well as the centralization, verification, validation, and recording of votes by correspondence shall be made by a commission established within the Company, the members of which shall keep safe the document and ensure confidentiality of the votes casted as such. The powers of attorney shall be also verified by the technical secretary of the OGMS/EGMS.

(e)         The access of other persons in the meeting room

Any specialist, consultant, expert or financial analyst can participate at the general shareholders meeting on the basis of a prior invitation by the Board of Directors.

The accredited journalists can participate, as well, to the general meeting of shareholders, except the case in which the Chairman of the Board of Directors decides otherwise. These will be able to participate on the basis of the identity card and a badge which certifies the journalist capacity.

The access of the above-mentioned persons in the meeting room, on the date established for the conducting of the respective general shareholders meeting, is allowed by proof of identity, which consists of the presenting the original identification document, and for the specialists, consultants, experts or financial analysts and by invitation by the Board of Directors.

Additional information regarding the OGMS/EGMS may be obtained from the Company Secretary, at the telephone number: 021.208.5038, from the Investors Relation Department, at the telephone number: 021.208.5035, through e-mail at ir@electrica.ro and on the Company’s website at www.electrica.ro, under Investors section > The General Meeting of Shareholders.

 

6 March 2018

CHAIRMAN OF THE BOARD OF DIRECTORS

Cristian Busu

 

 



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