AGM Information • Mar 13, 2017
AGM 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: March 10, 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 on March, 10, 2017 is 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, Emergency Ordinance no. 109/2011 regarding corporate governance of public enterprises and the Company's Articles of association updated on 23 March 2015 the Shareholders' general extraordinary assembly on April 13, 2017, 12:00 h in Bucharest 3, str. Olteni 2-4, PLATINUM Centre Building, 11th floor, Meeting room 1112, for all shareholders recorded in the Company's Shareholders Register at the end of 3 April 2017 (reference date), with the following
LANGUAGE DISCLAIMER: This document represents the English version of the original official Romanian document filed with the Financial Supervisory Authority ASF. 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.
In case the required quorum cannot be reached on the fore-mentioned date the Shareholders' general extraordinary assembly will be held on 14 April 2017, 12:00 h, in Bucharest 3, str. Olteni 2-4, PLATINUM Centre Building, 11th floor, Meeting room 1112, with the same agenda.
At the convened date, the Company's share capital is 733,031,420 lei and it consists of 73,303,142 nominative and dematerialized shares, with nominal value of 10 lei, each share giving right to one vote in the Shareholders'general extraordinary assembly.
The proposed registration date for the shareholders who will be touched by the effects of the Decision taken by the Shareholders' general extraordinary assembly of the Company, which date is to be set by the Shareholders' general extraordinary assembly, is 04 May 2017.
The draft decision of the Shareholders' general extraordinary assembly and materials (documents and information regarding issues on the agenda) are available, both in Romanian and in English, beginning with March 13, 2017 in electronic format on the Company's website (www.transelectrica.ro), Investor Relations / AGA page or they can be got from this address: PLATINUM Centre Building, Str. Olteni 2-4, Bucharest 3, on week-days from 08:00 to 15:00 h.
Each shareholder has the right to ask questions related to items on the General Assembly's agenda, to which the response will be posted on the Company's website. Questions can be submitted in writing, either by mail or courier service (at the address: Bucharest, District 3, Olteni street, no. 2-4, "PLATINUM Center" building) or by electronic means (e-mail: [email protected] or fax to: +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 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 March 27, 2017, 16:00 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 March 27, 2017, 16:00 h.
The rights provided above can be exercised only in writing and the shareholders will forward the request no later than March 27, 2017, 16:00 h either by mail or courier service (at the address: Bucharest, District 3, Olteni street, no. 2-4, "PLATINUM Center" 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 Shareholders' register of Transelectrica, 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 par 2 from the Electricity and natural gas law 123/2012, with later amendments and additions, of article 17 par 8 and of article 39 from the Articles of Association of the CNTEE Transelectrica SA. 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 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). Such 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.
LANGUAGE DISCLAIMER: This document represents the English version of the original official Romanian document filed with the Financial Supervisory Authority ASF. 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. As shareholder and, in the case of legal persons or entities without legal personality, the legal representative status is established based on the list of shareholders on the reference/registration date received by the Company from the Central Depository or, where appropriate, for other dates than the reference/registration date , based on the following documents provided to the issuer by the shareholder,
issued by the central depositary or by the participants referred to in article 168 paragraph (1) b) of Law 297/2004, as amended and supplemented, providing custody services:
Documents attesting the legal representative status in a language other than English will be accompanied by a translation made by a certified translator in Romanian or English. Legalization or apostille are not required for the documents that attest the legal representative status of the shareholder. In order to identify the individual shareholder, or, where appropriate, the legal representative of the legal person or unincorporated entity, that address questions, propose candidates, make proposals for amending the agenda and propose draft resolutions, he will attach to the request copies of the documents attesting his identity.
Only shareholders registered on the reference date 03 April 2017 can participate and vote in person or by proxy.
Participation through proxy is made based on a special power of attorney, according to the form provided by the Company, or on some general mandate, according to article 243 par 6, 61 -6 5from Law 297/2004 on the capital market, amended and supplemented, under Article 14, 15, 151 , 16, 17 și 171 from Regulation 6/2009 of the CNVM with later amendments and additions.
Special power of attorney form, both in Romanian and in English, will be available in electronic format on the Company's website (www.transelectrica.ro), Investor Relations/AGA as of March 13, 2017.
The special power of attorney in original or the general power of attorney (in duplicate, containing the according to the original mention under the representative's signature), either in Romanian or English, shall be deposited at the address Bucharest, District 3, Olteni street, no. 2-4, "PLATINUM Center" building, for the attention of Mrs. Irina Racanel, or forwarded electronically with extended electronic signature, according to Law 455/2001 regarding the electronic signature, through e-mail at: [email protected]. The special power of attorney shall be submitted in a sealed envelope marked "Special power of attorney – for 13/14 April 2017 AGEA Secretary" until April 13, 2017, 12:00h for the first convocation, namely until April 14, 2017, 12:00h, for the second convocation.
Shareholders registered on the reference date can vote by correspondence before the general assembly by using the correspondence voting form made available, both in English and Romanian, beginning with March 13, 2017, on the Company's website (www.transelectrica.ro), page Investor Relations / AGA. The vote by correspondence can be expressed by a representative only if they received, from the shareholder they represent, a special/general proxy submitted to the Company under the terms specified above.
Correspondence voting forms for natural persons, either in Romanian or in English that have been filled in by the shareholders and are accompanied by a copy of the ID document of the natural person shareholder as well as for legal persons, will have to deliver the original, in a sealed envelope marked with "Correspondance vote – for the 13/14.04.2017 AGEA Secretary" to the PLATINUM Centre building, str. Olteni 2-4, district 3, postal code 030786, Bucharest, by post or courier service, until April 13, 2017, 12:00 h for the first convocation namely until 14 Aprilie 2017, 12:00h, for the second convocation.
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 31 March 2017, which is previous to the reference date.
Additional information can be obtained at phone number +40722 314 610, Irina Racanel – Shareholders' General Assembly techical secretary.
LANGUAGE DISCLAIMER: This document represents the English version of the original official Romanian document filed with the Financial Supervisory Authority ASF. 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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