AGM Statement from 29 April 2025.


    29 April 2025 23:06:54
  • Source: Sharecast
RNS Number : 6449G
Societatea Energetica Electrica SA
29 April 2025
 

To:                              Bucharest Stock Exchange (BSE)

                                    London Stock Exchange (LSE)

                                    Romanian Financial Supervisory Authority (FSA)

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, FSA Regulation no. 5/2018, and the Bucharest Stock Exchange Code

Report date: 29 April 2025

Company name: Societatea Energetica Electrica S.A. (Electrica)

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: J2000007425408

Subscribed and paid in share capital: RON 3,395,530,040

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

Significant events to be reported:

The resolution of the Ordinary General Meeting of Shareholders of Societatea Energetica Electrica S.A. ("Electrica" or the "Company") of 29 April 2025

Electrica hereby informs that, on 29 April 2025, the Ordinary General Meeting of Shareholders (OGMS) of Electrica took place at the Company's headquarters in Bucharest, 9 Grigore Alexandrescu Str., District 1, postal code 010621, "Radu Zane" conference room, starting at 11:00 o'clock (Romanian time), respectively, being duly held in accordance with the legal and statutory provisions upon the first calling.

The OGMS of Electrica was attended by the shareholders registered in the shareholder's register kept by Depozitarul Central S.A. as of 31 March 2025, set as reference date, in person or by representative, the quorum met being 89,9442% of the total voting rights, respectively of the share capital of the Company.

The meeting was chaired by Mr. Mihai Diaconu, Chair of the Board of Directors of Electrica.

Within the OGMS, Electrica's shareholders approved all the items of the agenda with the majority of the votes validly cast by the shareholders present or represented, respectively:

1.   Approval of the Separate Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2024, prepared in accordance with the Order of the Minister of Public Finance (OMFP) no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards, as subsequently amended, based on the Directors' Report for the year 2024 and the Independent Auditor's Report on the Separate Annual Financial Statements at the date and for the financial year ended 31 December 2024.

2.   Approval of the Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2024, prepared in accordance with the Order of the Minister of Public Finance no. 2844/2016 approving the accounting regulations compliant with the International Financial Reporting Standards, as subsequently amended, based on the Directors' Report for the year 2024 and the Independent Auditor's Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2024. . The Directors' Report for the year 2024 also includes the Sustainability Reporting prepared in accordance with the requirements of Directive (EU) 2022/2464 on Corporate Sustainability Reporting ("CSRD") and delegated act no. 5303/2023 on the European Sustainability Reporting Standards ("ESRS") which complement the CSRD Directive transposed into national legislation by Order of the Ministry of Public Finance No. 85/2024 for the regulation of aspects related to sustainability reporting ("OMFP 85/2024") and the Independent Auditor's Report on sustainability reporting as of and for the financial year ended on 31 December 2024.

3.   Approval of the Consolidated Annual Financial Statements of Electrica at the date and for the financial year ended 31 December 2024, prepared in accordance with the International Financial Reporting Standards adopted by the European Union, based on the Directors' Report for the year 2024 and the Independent Auditor's Report on the Consolidated Annual Financial Statements at the date and for the financial year ended 31 December 2024.

4.   Approval of Electrica's Board of Directors proposal on the distribution of the net profit for the financial year 2024, the approval of the total gross dividend value and of the gross dividend per share as set out in the note to the shareholders, and well as the approval of the date of payment of the dividends for the year 2024 as being 27 June 2025.

The gross dividend per share = RON/share 0.1767

Destination

Amount (RON)

Net profit for the financial year ended as of 31.12.2024*)     (a)

 69,323,755

Legal reserves (5% from pre-tax profit) (b)

 3,563,305

Net distributable profit after legal reserves appropriation (c) = (a) - (b)

 65,760,450

Dividends to be distributed from other reserves (d)

-

Dividends to be distributed to shareholders (e)=(c) + (d)

  59,999,016

5.   Approval of the discharge of liability of the members of Electrica's Board of Directors for the financial year 2024.

6.   Approval of the income and expenses budget of Electrica for financial year 2025, at individual level.

7.   Approval of the income and expenses budget of Electrica for financial year 2025, at consolidated level.

8.   Submission of the Remuneration Report for Directors and Executive Managers of Electrica for 2024, to the consultative vote of the OGMS, considering the provisions of art. 107 paragraph (6) of Law no. 24/2017 on issuers of financial instruments and market operations, republished.

9.   Establishment of the date of 4 June 2025 as registration date, the date on which the identification of the shareholders affected by Electrica OGSM will take place, including the right to dividends, in accordance with art. 87 of Law no. 24/2017 on issuers of financial instruments and market operations, republished, as subsequently amended.

10.             Establishment of the date of 3 June 2025 as ex-date, the date on which financial instruments are traded without rights deriving from Electrica OGMS.

11.                                                                 Empowerment of the Chair 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 the 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.

Chair of the Board of Directors,

Mihai Diaconu

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