A NAME THAT HAS BEEN PRESENT IN EVERY MAJOR PRIVATIZATION A Rothschild nominated for the Board of Directors of Electrica

Arielle Malard de Rothschild, the vice-president for Central and Eastern Europe of & Cie Banque, is on the shortlist of candidates for the position of independent member of the Board of Directors of Electrica SA, according to a document posted on the website of the company.

The Rothschild bank, one of the biggest investment banks in the world, is no stranger to Romania, as it has been involved in the strategic privatizations over time. For example, Rothschild has represented Erste in the privatization of BCR. Also, the ABN Amro - Rothschild consortium was appointed the financial consultant for the privatization of Petrom.

Moreover, the investment bank served as a consultant of Banca Ţiriac in the merger with HVB Bank, and it has now been hired by Austrian bank Oesterreichische Volksbanken AG (OVAG) for the sale of Volksbank, according to Austrian press agency APA.

"Quest Advisors" and "Transearch" have submitted to the management of Electrica four nominations, out of which the shareholders will select an independent member for the Board of Directors of the company in the General Shareholder Meeting of September 22nd. Alongside Arielle Malard de Rothschild, the list also features Jorg Fabri - managing partner with Allocate, Bogdan George Iliescu - general manager of BRD Corporate Finance and Victor Cionga - managing partner with AZ Capital Advisors. The backup list also includes Bryan Jardine - a partner at Wolf Theiss and Ovidiu Chiorean - a partner at Crosspoint.

For the position of independent member of the Board of Directors, the mandate given by the delegate minister for energy to the representatives of the state on the General Shareholder Meeting of Electrica will concern the granting of supporting votes to baroness Arielle Malard de Rothschild, currently managing director and vice-president for Eastern Europe at Rothschild & Cie, according to a press release by the Department of Energy.

The government has also made two nominations for the Board of Directors of Electrica - Victor Cionga, the former CEO of the Bucharest Stock Exchange, and Victor Grigorescu, an expert in the Department for Privatization and Management of the State's Interests in Energy.

Two other directors will be elected based on the propositions made by the minority shareholders.

The board of Electrica will be approved through the cumulative voting method.

The use of this method involves the election of the entire Board made up of five members in the General Shareholder Meeting of September 22nd. The directors in office are included in the list of candidates by default. Every shareholder has the right to grant his cumulated votes (which are determined according to the size of the stake in the company, times five - the number of directors which will make up the Board) to one or several individuals proposed to serve as members of the Board.

The current Board of Directors is made up of Ioan Roşca, Marius Untescu, Niculae Pleşa, Constantin Dinescu and Rareş Ion Popescu.

The prospectus for the listing of Electrica stipulates that the company is required to ensure that the Board of Directors will have five members, of which the state may only nominate two, whereas the other three will be independent and non-executive according to good practices, the Corporate Governance Code of the BSE and the Law of Companies, and they can only be proposed by the other shareholders of the company (i.e. excluding the Government). The document also stipulates that at least one of these independent and non-executive candidates will be selected using an internationally reputed executive headhunting firm. In every case, non-executive and independent directors are not allowed to be or have been public sector employees in the last five years.