AGM Information • Nov 13, 2014
AGM Information
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Current report according to the provisions of Law 297/2004, Regulation 1/2006 of the National Securities Commission and of the BSE Code Date of the report: November 13th, 2014 Name of Issuer Company: National Power Grid Company Transelectrica SA, managed in two-tier system Headquarters: Bucharest 1, Blvd. Magheru no. 33 Working location: Bucharest 3, Str. Olteni no. 2-4 Phone / fax numbers: 4021 3035 611 / 4021 3035 610 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 seated in Blvd. General Gheorghe Magheru no. 33, Bucharest 1, registered with the Office of the Commercial Register under no. J40/8060/2000, single registration code 13328043, having assembled on 13.11.2014 in accordance with the provisions of Law 31/1990 on companies, republished with later amendments and additions, of Law 297/2004 regarding the capital market with later amendments and additions, of Regulations 1/2006 on issuers and operations with securities and 6/2009 on exercising certain shareholder rights in the general assemblies of companies of the National Securities Commission, and of article 15 par. (1) from the Company's Articles of association is convening the Shareholders' general ordinary assembly on 18 December 2014, 10:00 h, in the PLATINUM Centre building, str. Olteni no. 2-4, Bucharest 3, 11th floor, Meeting room 1112, for all shareholders registered in the Company's Shareholders Register at the end of 08.12.2014 (reference date), having the following
In case the required quorum cannot be reached on the fore-mentioned date the Shareholders' general ordinary assembly will be held on 19 December 2014, 10:00 h, in the PLATINUM Centre building, str. Olteni no. 2-4, Bucharest 3, 11th floor, Meeting room 1112, having the same agenda. The proposed registration date of the shareholders who will be touched by the effects of the decision that the Shareholders' general ordinary assembly has taken, which date is to be set by the Shareholders' general ordinary assembly, is 12.01.2015.
The draft decision of the Shareholders' general ordinary assembly, the reunion documents and materials are available beginning with 17.11.2014 in electronic format on the Company's website (www.transelectrica.ro), page Investor Relations / AGA or they can be obtained from the following address- PLATINUM Centre, str. Olteni no. 2-4, Bucharest 3, on week-days from 8:00 to 15:00 h.
The special power of attorney both in Romanian and English will be available in electronic format on the Company's website (www.transelectrica.ro) beginning with 17.11.2014 according to article 17^2 of Regulation 6/2009 of the CNVM with later amendments and additions.
LANGUAGE DISCLAIMER: This document represents the English version of the original official Romanian document filed with the Romanian National Securities Commission CNVM. The English version has been created for English readers' convenience. Reasonable efforts have been made to provide an accurate translation, however, discrepancies may occur. The Romanian version of this document is the original official document. Any discrepancies or differences created in the translation are not binding. If any questions arise related to the accuracy of the information contained in the English version, please refer to the Romanian version of the document which is the official version.
Shareholders representing individually or jointly at least 5% of the share capital are entitled:
– to introduce items in the agenda of the general assembly, provided each item is accompanied by justification or by draft decision proposed to be passed by the general assembly within 15 days at the most from the publication date of the convening notice, namely 02.12.2014, 10:00 h;
– 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 02.12.2014, 10:00 h;
– the rights provided above can be exercised only in writing and transmitted to the attention of Mrs. Raisa Preutescu to the fax number +4021 303 5610 or e-mail address: [email protected].
Each shareholder is entitled to ask questions about the items in the agenda of the general assembly, which will be answered including by posting the replies on the Company's website. Questions will be transmitted in writing either by post or courier services (PLATINUM Centre building, str. Olteni no. 2-4, Bucharest 3), or by electronic means (e-mail: [email protected]).
The Company can request submitting the documents provided in article 13^1 of Regulation 6/2009 of the CNVM with later amendments and additions, in order to prove the shareholder capacity of a legal person asking questions or making proposals for the agenda. The natural person shareholders asking questions or making proposals that add the agenda will attach to their request copies of their ID documents in order to identify themselves and prove their shareholder capacity.
Shareholders registered on the reference date can vote by correspondence before the general assembly by using the correspondence voting form made available beginning with 17.11.2014 on the Company's website (www.transelectrica.ro), page Investors Relations / AGA.
In case the initial convening notice will be subsequently completed with new items in the agenda, the National Power Grid Company Transelectrica SA will place at the shareholders' disposal the correspondence voting form and the special power of attorney, the assembly materials and the draft decisions, updated, by 05.12.2014, which is previous to the reference date.
Correspondence voting forms both in Romanian and in English will be available also in electronic format on the Company's website. In case of legal person shareholders, their legal representative capacity is proven using the documents provided in article 11^ 1 of Regulation 6/2009 of the CNVM with later amendments and additions.
Correspondence voting forms either in Romanian or in English that have been filled in by shareholders and are accompanied by a copy of the ID document of the natural and legal person shareholders will have to get in the original by post or courier service to the PLATINUM Centre building, str. Olteni no. 2-4, Bucharest 3 by 18.12.2014, 09:00 h.
In case of the special power of attorney that a shareholder grants to a credit institution providing custody services, it will be signed by the respective shareholder and will be accompanied by the liability statement of the credit institution that has received the representation mandate through the special power of attorney, of which the provisions of article 17^1 of Regulation 6/2009 of the CNVM with later amendments and additions.
Only shareholders registered on the reference date 08.12.2014 can participate and vote in person or by proxy, based on a special power of attorney according to legal provisions. The original power of attorney either in Romanian or in English will be submitted by 18.12.2014, 09:00 h, to the PLATINUM Centre building, str. Olteni nr. 2 - 4, Bucharest 3, or electronically signed using the extended electronic signature in accordance with the provisions of Law 455/2001 on the electronic signature, by e-mail to the following address: [email protected], pending sanction provided in article 125 par. (3) of Law 31/1990, amended by Law 441/2006. Additional information can be obtained at phone number +40 21 303 5611.
Ion-Toni TEAU Executive Director General Directorate Chairman
LANGUAGE DISCLAIMER: This document represents the English version of the original official Romanian document filed with the Romanian National Securities Commission CNVM. The English version has been created for English readers' convenience. Reasonable efforts have been made to provide an accurate translation, however, discrepancies may occur. The Romanian version of this document is the original official document. Any discrepancies or differences created in the translation are not binding. If any questions arise related to the accuracy of the information contained in the English version, please refer to the Romanian version of the document which is the official version.
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