Pre-Annual General Meeting Information • May 6, 2021
Pre-Annual General Meeting Information
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Date of communiqué: May 06, 2021 Name of Issuer Co.: CNTEE TRANSELECTRICA SA, company managed by two-tier system Headquarters: Bucharest 1, Blvd. Gheorghe Magheru 33 Working location: Bucharest 3, Str. Olteni 2-4 Phone / fax numbers: 021 30 35 611 / 021 30 35 610 Single registration code: 13328043 LEI code: 254900OLXCOUQC90M036 Number in the Trade Register: J40/8060/2000 Share capital subscribed and paid: 733,031,420 LEI Regulated market where the issued securities are transacted: Bucharest Stock Exchange
The National Power Grid Company Transelectrica SA informs the investor public that on 04- 05-2021 it registered a letter from the majority shareholder (legally represented by the Secretariat General of Government), attached to this communiqué, with the request to convene AGA that was the subject of the current report disseminated by means of the capital market institutions on 28-04-2021.
In accordance with article 119 para (2) of the Company Law 31/1990, republished, with later amendments and additions, "The shareholders' general assembly will be convened within 30 days at the most and will gather within 60 days from the receipt of such request".
Catalin NITU Ovidiu ANGHEL
Executive Director General Directorate Chairman
Directorate Member
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.
To the
In accordance with the provisions of article 11 para (5) from the Emergency Governmental Ordinance 68/2019 establishing certain measures for central public administration and amending and adding certain norms, corroborated with the provisions of article 3 para (1) pt. 7 from Decision 137/2020 on the organisation, operation and attributions of certain structures from the Government's working bodies, the Secretariat General of Government has the capacity of legal representative of the Romanian State, majority shareholder of CNTEE Transelectrica SA.
At the same time according to article 4 para (1) and (2) from the Emergency Governmental Ordinance 109/2011 on the corporative governance of public enterprises, approved as amended and added by Law 111/2016, with later amendments and additions, the Secretariat General of Government in its capacity of higher public authority cannot interfere with the administration and managerial activities of CNTEE Transelectrica SA, the competence to take administrative and managerial decisions for the company and the legal responsibility for their application devolves to the Company's Supervisory Board and Directorate.
Decision 1 of 27.04.2021 of the Shareholders' General Ordinary Assembly has not approved the stand-alone financial statements of CNTEE Transelectrica SA for 2020 financial year, the Company's consolidated financial statements for 2020 financial year, the distribution of accounting profit remaining after deduction of income tax on 31.12.2020, dividends distribution from the profit registered on 31.12.2020, dividends distribution from the retained result on balance on 31.12.2020, and has not approved relieving the managerial liability of Company Directorate and Supervisory Board members for 2020 financial year.
In accordance with letter 20/10221/THG/27.04.2021 the Secretariat General of Government in its capacity provided in the Emergency Governmental Ordinance 68/2019 requested convening forthwith the Shareholders' General Ordinary Assembly in order to resume in the agenda the items rejected during the AGOA reunion of 27.04.2021.
Mention should be made that, in accordance with the applicable legal framework, the Secretariat General of Government will transmit possible remarks or explanations within the lawprovided terms for the documents subjected to AGOA's approval, only if they are appropriated by the Company's Directorate and Supervisory Board and transmitted officially by AGOA Convocation notice to the offices of the Secretariat General of Government.
Taking into account the above-mentioned issues we are kindly asking you to send promptly the AGOA Convocation accompanied by corresponding materials, which will include the documents remade according to legal provisions, as the SGG wants them to be approved by the lawestablished submission date of financial statements.
With particular consideration,
Secretary General of Government Tiberiu Horatiu GORUN
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