Pre-Annual General Meeting Information • Apr 26, 2017
Pre-Annual General Meeting Information
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Current report according to the provisions of Law no 297/2004, Regulation 1/2006 and BSE Code Date of the report: April 26, 2017 Name of the Issuer Company: National Power Grid Co. Transelectrica SA, managed under two tier system Headquarters: Bucharest 1, Blvd. Magheru no. 33 Working location: no. 2-4, Olteni Street, Bucharest 3 Phone/fax number: 4021 3035 611/4021 3035610 Single Registration Code: 13328043 Number in the Commercial Register: J40/8060/2000 Share capital subscribed and paid: 733,031,420 RON Regulated market where the issued securities are transacted: Bucharest Stock Exchange
The Directorate of the National Power Grid Company Transelectrica SA, managed under two-tier system, seated in Blvd. General Gheorghe Magheru no. 33, Bucharest 1, registered with the Office of the Commercial Register under no. J40/8060/2000, single (fiscal) registration code 13328043, (the Company), having assembled one 26 April 2017 are convening, in accordance with the provisions of the Company law 31/1990, republished, with later amendments and additions, of Law 297/2004 on the capital market, with later amendments and additions, of the National Securities Commission's Regulations 1/2006 on issuers and operations with securities, and 6/2009 on exercising certain shareholders' rights in the shareholders' general assemblies of companies, with later amendments and additions, Emergency Ordinance no. 109/2011 regarding corporate governance of public enterprises, with later amendments and additions, the Company's Articles of association updated on 23 March 2015, the Shareholders' general extraordinary assembly on 29 May 2017, 12:00 h in Bucharest 3, str. Olteni no. 2-4, PLATINUM Centre Building, 11th floor, Meeting room 1112, for all shareholders that are recorded in the Company's Shareholder Register at the end of 19 May 2017 (reference date), having the following
Information about the procurements of products, of services and work amounting to over 5,000,000 Euro;
Amending the Articles of Association of the National Power Grid Company Transelectrica SA as follows:
2.1 Article 7 para (2) is amended and will read as follows:
(2) The share capital of Transelectrica is held as follows under the following structure:
1. The Romanian State through the Ministry of Economy, which holds a number of 43,020,309 shares of 430,203,090 Lei total nominal value representing 58.6882% of the share capital. The Romanian State's contribution is represented by cash amounting to 430,039,130 Lei and in kind contribution of 163,960 Lei.
2. Other legal and natural person shareholders holding a number of 30,282,833 shares of 302,828,330 Lei nominal value representing 41.3118% of the share capital.
2.2 Article 7 para (3) is amended and will read as follows:
(3) Transelectrica participates to the share capital of its subsidiaries as single or majority shareholder, as the case may be.
Setting 16 June 2017 as registration date for the shareholders that will be touched by the effects of the decision taken by the Shareholders' general extraordinary assembly;
Mandating the assembly chairman to sign the decision of the Shareholders' general extraordinary assembly, the documents necessary for the registration and publication of such decision of the Shareholders' general extraordinary assembly with the Office of the Commercial Register from Bucharest Tribunal, according to legal provisions.
In case the required quorum cannot be reached on the fore-mentioned date, the Shareholders' general extraordinary assembly will be held on 30 May 2017, 12:00 h in Bucharest 3, str. Olteni no. 2-4, PLATINUM Centre Building, 11th floor, Meeting room 1112, having the same agenda.
On the convened date, the Company's share capital is 733,031,420 lei and consists of 73,303,142 nominative dematerialised shares of 10 Lei nominal value, each share providing the right to one vote in the Shareholders' general extraordinary assembly.
The proposed registration date for the shareholders that will be touched by the effects of the decision taken by the Shareholders' general extraordinary assembly of Company shareholders, date which will be established by the Shareholders' general extraordinary assembly, is 16 June 2017.
The draft decision of the Shareholders' general extraordinary assembly and the reunion materials (documents or information regarding the items in the agenda) are available beginning with 27 April 2017 in electronic format, both in Romanian and in English on the Company's website (www.transelectrica.ro), page Investor relations/AGA and can be also obtained from: PLATINUM Centre, str. Olteni no. 2-4, Bucharest 3 on week-days from 08:00 to 15:00 h.
Each shareholder has the right to ask questions about the items on the General assembly's agenda, to which answers will be posted on the Company's website. Questions can be submitted in writing, either by mail or courier service (at: Bucharest 3, Str. Olteni no. 2-4, PLATINUM Centre Building) or by electronic means (e-mail: [email protected] or fax: +4021.303.56.10) to the attention of Mrs. Irina Racanel.
Shareholders representing individually or jointly at least 5% of the share capital are entitled:
– to submit draft decisions for the items included or proposed to be included in the agenda of the general assembly, within 15 days at the most from the publication date of the convening notice, namely 12 May 2017, 16:00 h.
The rights provided above can be exercised only in writing and the shareholders will forward the request no later than 12 May 2017, 16:00 h, either by mail or courier service (at Bucharest 3, Str. Olteni no. 2-4, PLATINUM Centre Building) or by electronic means (e-mail: [email protected] or fax to: +4021.303.56.10) to the attention of Mrs. Irina Racanel.
Shareholders enlisted on the reference date in the Company's Shareholders' register, notified by the Central Depositary, that directly or indirectly hold participation of at least 5% from the Company's share capital are compelled to fill in and submit a liability statement according to the provisions of article 34 para 2 from the Electricity and natural gas law 123/2012, with later amendments and additions, of article 17 para 8 and of article 39 from the Company's Articles of association. Such statement will be accompanied by the summary of account positions to date / the statement of account showing the portfolio of shares held by it to the economic operators carrying out power generation or supply activities, issued by the Participant / Central Depositary. The template pattern of the statement form will be posted both in Romanian and in English on the Company's site together with the correspondence voting forms and the special powers of attorneys. This form can be also got from the following address: PLATINUM
Centre, str. Olteni 2-4, Bucharest 3 on week-days, 08:00 - 15:00 h. The responsibility of the statements in terms of compliance with applicable legal and statutory provisions devolves exclusively on each shareholder individually (article 326 of the Criminal Code approved by Law 286/2009 with later amendments and additions). The statement together with the statement of account / summary of account positions to date will be filled in, signed by the shareholder and submitted in the original to the Company before the reunion of the Shareholders' general assembly.
The capacity of shareholder as well as, in case of legal person shareholders or of entities without legal personality, the capacity of legal representative is ascertained according to the list of shareholders on the reference/registration date received by the Company from the Central Depositary or, as the case may be, for different reference/registration dates according to the following documents that the shareholder submits to the issuer, issued by the central depositary or by the participants defined in article 168 par (1) lit. b) from Law 297/2004, with later amendments and additions, that provide custody services:
a) The statement of account showing the capacity of shareholder and the number of shares held;
b) The documents certifying the registration of the information about the legal representative with the central depositary / the respective participants.
Documents certifying the capacity of legal representative elaborated in a foreign language, other than English, will be accompanied by translation made by certified translator into Romanian or English. There is no need to legalise or apostille the documents certifying the capacity of shareholder's legal representative. To identify the natural person shareholder, or as the case may be the legal representative of the legal person shareholder or entity without legal personality asking questions, proposing candidates, making proposals that add the agenda or submitting draft decisions, he/she will attach copies of the documents certifying his/her identity to such request.
Only shareholders registered on the reference date 19 May 2017 can attend and vote, in person or by proxy.
Participation by representative will use a special power of attorney, in accordance with the form provided by the Company, or a general mandate, while also observing the provisions of article 243 par 6, 6 1 -6 5from Law 297/2004 on the capital market, with later amendments and additions, according to the terms from articles 14, 15, 151 , 16, 17 and 171 from Regulation 6/2009 of CNVM, with later amendments and additions.
The special power of attorney form both in Romanian and English will be also available in electronic format on the Company's website (www.transelectrica.ro), page Investor relations/AGA beginning with 27 April 2017.
The special power of attorney in the original or the general mandate (a copy that should mention the conformity with the original and bear the representative's signature), either in Romanian or in English will be submitted at Bucharest 3, str. Olteni no. 2-4, PLATINUM Centre Building, to the kind attention of Mrs. Irina Racanel, or will be transmitted bearing the extended electronic signature according to the provisions of Law 455/2001 of the electronic signature by e-mail to: [email protected]. The special power of attorney will be handed in a closed envelope marked "Special power of attorney – for the AGEA Secretariat 29/30 May 2017" by 29 May 2017, 12:00 h for the first convocation, namely by 30 May 2017, 12:00 h for the second convocation.
Shareholders registered on the reference date can vote by correspondence before the Shareholders' general ordinary assembly using the correspondence voting form made available both in Romanian and in English beginning with 27 April 2017, on the Company's website (www.transelectrica.ro), page Investor relations/AGA. The vote by correspondence can be cast by a representative only in case he/she has received from the shareholder he/she represents a special/general power of attorney that is submitted to the Company as specified above.
Correspondence voting forms either in Romanian or in English that have been filled in and signed by shareholders and are accompanied by a copy of the ID document of the natural person shareholder or, as the case may be, a copy of the ID document of the legal person shareholder's representative, will have to get in the original by post or courier service, in closed envelope marked "Special power of attorney – for the AGEA Secretariat 29/30 May 2017" to this address: PLATINUM Centre Building, str. Olteni no. 2- 4, post code 030786, Bucharest 3 by 29 May 2017, 12:00 h, for the first convocation, namely by 30 May 2017, 12:00 h, for the second convocation.
In case the initial convening notice is subsequently added new agenda items the Company will publish such convening addition according to legal provisions and will make available the updated additional assembly materials, the draft decision, the correspondence voting form and the form of the special power of attorney by 17 May 2017, which is previous to the reference date.
Additional information can be obtained from phone number +40 722.314.610, Irina Racanel – technical secretary of the Shareholders' general assembly.
Ion-Toni TEAU Executive Director General Directorate Chairman
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