Pre-Annual General Meeting Information • Sep 17, 2021
Pre-Annual General Meeting Information
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Date of the report: September 17, 2021 Current report according to the provisions of Law no 24/2017, ASF Regulation 5/2018 and the BVB Code 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 LEI Code: 254900OLXCOUQC90M036 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'), taking into account the request of the Romanian State shareholder represented by the General Secretariat of the Government, holder of 43,020,309 shares representing 58.6882% of the Company's share capital, expressed in letter 20/21793/15.09.2021 (registered under no. 40110/15.09.2021) from the General Secretariat of the Government, are convening in accordance with the provisions of Company law 31/1990, republished, with later amendments and additions, of Law 24/2017 on the issuers of financial instruments and market operations, republished, of ASF Regulation 5/2018 on the issuers of financial instruments and market operations, of Governmental Emergency Ordinance 109/2011 on the corporative governance of public enterprises with later amendments and additions and of the Company's Articles of association, the Shareholders' general ordinary assembly on October 21, 2021, 10:00 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 11.10.2021 (reference date), having 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.
months from the expiration date, respectively 22.10.2021;
Approval of the extension of the term of office of Mrs. POPESCU Mihaela, provisional member of the Supervisory Board of the C.N.T.E.E. Transelectrica S.A., two months from the expiration date, respectively 22.10.2021;
Approval of the extension of the term of office of Mrs. DOGARU-TULICA Adina Loredana, provisional member of the Supervisory Board of the C.N.T.E.E. Transelectrica S.A., two months from the expiration date, respectively 22.10.2021;
Approval of the extension of the term of office of Mr. NĂSTASĂ Claudiu Constantin, provisional member of the Supervisory Board of the C.N.T.E.E. Transelectrica S.A., two months from the expiration date, respectively 22.10.2021;
Approval of the extension of the term of office of Mr. DUMITRIU Victor Florin, provisional member of the Supervisory Board of the C.N.T.E.E. Transelectrica S.A., two months from the expiration date, respectively 22.10.2021;
Approval of the extension of the term of office of Mr. BLĂJAN Adrian Nicolae, provisional member of the Supervisory Board of the C.N.T.E.E. Transelectrica S.A., two months from the expiration date, respectively 22.10.2021;
Approval of the form of the addendum to the mandate contracts, extending the term of office of the provisional members of the Supervisory Board by two months;
To authorize the representative of the majority shareholder, the General Secretariat of the Government, to sign, on behalf of the company, the additional documents to the mandate contracts of the provisional members of the Supervisory Board of the C.N.T.E.E. Transelectrica S.A.;
Presentation of the Supervisory Board Half-Yearly Report of National Power Grid Company Transelectrica S.A. on the administration activity (January-June 2021);
Amendment of the 2021 Revenue and Expense Budget of National Power Grid Company Transelectrica SA;
Modification of the approved Investment Programme for the financial year 2021 and of the estimates for 2022 and 2023 and correction of material mistake;
Information on the Financing Solutions of the RET Investment Plan of National Power Grid Company Transelectrica S.A. 2021-2025;
Information regarding the Company's disputes with a value higher than 500,000 EURO;
Information on the procurement of products, services and works, as well as commitments involving significant obligations of the Company with a value of more than 5,000,000 EURO and loans, regardless of duration, as well as guarantees for loans with a value of less than 50,000, 000 EURO;
Setting the date of November 09, 2021 as the registration date of the shareholders to which the effects of the Shareholders' General Ordinary Assembly's Decision apply;
Empowering the Chairman of the Meeting to sign the Decision of the Shareholders' General Ordinary Assembly, the necessary documents regarding the registration and publication of the Decision of the SGOA at the Trade Register Office from Bucharest Tribunal.
In case the required quorum cannot be reached on the fore-mentioned date, the Shareholders' general ordinary assembly will be held on 22.10.2021, 10:00 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 ordinary assembly.
The reunion materials (documents or information about the issues recorded in the agenda) are available beginning with 20.09.2021 in electronic format both in Romanian and in English on the Company's website (www.transelectrica.ro), page Investor Relations / AGA and can be obtained from the following address: PLATINUM Centre, str. Olteni no. 2-4, Bucharest 3 on weekdays, 08:00 ÷ 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: 021.303.56.10) 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 05.10.2021;
– 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 05.10.2021.
Taking into account the agenda includes appointing some Supervisory Board members, shareholders are entitled to make proposals as per legal provisions regarding candidates for the Supervisory Board member positions until 05.10.2021.
Also, shareholders that hold individually or, where appropriate, jointly at least 5% of the share capital may request, once in a financial year at most, the cumulative vote method applied in order to elect members in the Company's Supervisory Board, by 05.10.2021 at the latest. In case such request is made by shareholders holding less than 10% of the share capital, the application of this method will be subjected to vote in the Shareholders' general ordinary assembly. In case such request is made by shareholders holding more than 10% of the share capital, applying the cumulative voting method to elect members in the Company's Supervisory Board will be compulsory.
The rights provided above can be exercised only in writing and the shareholders will forward the request no later than 05.10.2021, either by post or courier services (at the following address: Bucharest 3, str. Olteni no. 2-4, PLATINUM Centre Building), or by electronic communication (e-mail: [email protected] or by fax to the number: +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 obtained 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, 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 issued 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.
The Company can accept the proof of the legal representative capacity according to documents considered relevant by the issuer, issued by the Office of the Trade Register or by a similar authority from the state where the shareholder is registered, within the validity term, in case the shareholder has not provided the central depositary / participant with proper information about his/her legal representative.
Only shareholders registered on the reference date 11.10.2021 can attend and vote, in person or by proxy.
The participation by proxy is possible using a special power of attorney, according to the form provided by the Company, or a general mandate complying with the provisions of article 92 from Law 24/2017 on the issuers of financial instruments and market operations with later amendments and additions, as per the terms of articles 200-207 from Regulation 5/2018 on the issuers of financial instruments and market operations.
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 20.09.2021.
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 AGOA Secretariat 21/22.10.2021" by 21.10.2021, 09:00 h for the first convocation, and namely by 22.10.2021, 09:00 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 20.09.2021 on the Company's website (www.transelectrica.ro), page Investor Relations / AGA. The vote by correspondence can be expressed by a representative only in case this one has received a special / general mandate from the shareholder he/she represents, which is submitted to the Company as per the fore-mentioned conditions, or the representative is a credit institution providing custody services, while complying with article 92 para 11 from Law 24/2017 on the issuers of financial instruments and market operations.
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 AGOA Secretariat 21/22.10.2021" by 21.10.2021, 10:00 h for the first convocation, and namely by 22.10.2021, 10:00 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 08.10.2021, which is previous to the reference date.
Additional information can be obtained from the phone number +40722.314.610, Mrs. Irina Racanel, technical secretary of the Shareholders' general assembly.
Bogdan TONCESCU Adrian MORARU
Executive Director General Directorate Chairman
Directorate Member
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