Pre-Annual General Meeting Information • Feb 12, 2024
Pre-Annual General Meeting Information
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Current report according to the provisions of Law no 24/2017, ASF Regulation 5/2018 and the BVB Code Date of current report: February 12, 2024 Name of Issuer Company: NPG Co. TRANSELECTRICA S.A., managed under two-tier system Headquarters: Bucharest 3, 2-4 Olteni Street 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
COMPLETING THE CONVENING NOTICE FOR THE SHAREHOLDERS' GENERAL ORDINARY ASSEMBLY (according to the request of the Romanian State shareholder represented by the General Secretariat of the Government in accordance with article 11 alin 5 Government Emergency Ordinance no. 68/2019)
The Directorate of the National Power Grid Company Transelectrica SA, managed under twotier system, seated in str. Olteni no. 2-4, PLATINUM Centre Building, Bucharest 3, registered with the Office of the Commercial Register under no. J40/8060/2000, single (fiscal) registration code 13328043, (the Company), with the unanimous agreement of its members, taking into account the request of the Romanian State shareholder represented by the General Secretariat of the Government in accordance with article 11 alin 5 Government Emergency Ordinance no. 68/2019, holder of 43.020.309 shares representing 58,6882% of the Company's share capital, expressed in letter no 20/44170/MA/09.02.2024 (registered under no 6694/09.02.2024), in accordance with article 1171of the Company law 31/1990, republished, with later amendments and additions, of art. 105 alin 3 Law 24/2017 on the issuers of financial instruments and market operations, republished, with later amendments and additions, of O.U.G. no. 109/2011 on the corporate governance of public enterprises with later amendments and additions, and of art. 189 ASF Regulation 5/2018 on the issuers of financial instruments and market operations, with later amendments and additions, are adding the agenda of the Shareholders' general ordinary assembly that will take place on February, 28, 2024 10:00 h in Bucharest 3, str. Olteni no. 2-4, PLATINUM Centre Building, 11th floor, Meeting room 1112, initially published in Romania's Official Gazette, Part IV, no. 410/2024 and in "Adevărul" no 9081/2024 with the following items:
" 1. Appointing 7 members of the Supervisory Board of NPT Co. Transelectrica with a mandate length of 4 years starting on 01.03.2024 until 29.02.2028;
2. Setting the remuneration of the members of the Supervisory Board of NPT Co. Transelectrica S.A., in the amount of 28,223 RON gross/month;
3. The approval of the form of the mandate contract that will be concluded with the members of the Supervisory Board of NPT Co. Transelectrica and the empowerment of the person representing the Government's General Secretariat, the majority shareholder, in the
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.
Thus the ordinary reunion convened on February 28, 2024, 10:00 h Bucharest 3, str. Olteni no. 2- 4, PLATINUM Centre Building, 11th floor, Meeting room 1112, for all shareholders recorded in the Company's Shareholder Register at the end of February 16, 2024 will have the following
Appointing 7 members of the Supervisory Board of NPT Co. Transelectrica with a mandate length of 4 years starting on 01.03.2024 until 29.02.2028;
Setting the remuneration of the members of the Supervisory Board of NPT Co. Transelectrica S.A., in the amount of 28,223 RON gross/month;
The approval of the form of the mandate contract that will be concluded with the members of the Supervisory Board of NPT Co. Transelectrica and the empowerment of the person representing the Government's General Secretariat, the majority shareholder, in the Shareholders' Ordinary General Assembly in order to sign in the name of the Company the mandate contracts with the persons appointed as members of the Supervisory Board;
Establishing the Investment Programme for the financial year 2024 and the projections for 2025 and 2026;
Approval of the 2024 Income and Expense Budget of National Power Grid Company Transelectrica S.A., as well as the projections for 2025 and 2026;
Setting the date of March 21, 2024 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 February 29, 2024, 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.
As a result of the completion of the agenda of the AGOA meeting convened for February 28/29, 2024, namely the introduction of the item with the subject "Appointment of members of the Supervisory Board of the National Electric Energy Transport Company "Transelectrica" S.A", the shareholders have the right to formulate, in accordance with the law, proposals regarding candidates for the positions of members of the Supervisory Board until February 15, 2024, at 14:00. Each applicant for membership shall complete and sign a self-declaration. It will hereby declare that it fulfills/respects the obligations provided for in art. 34 para. 2 of Law no. 123/2012 and to art. 40 of the Constitutive Act and undertakes that within a maximum of 3 days, from the intervention of a situation of incompatibility between those provided for in art. 34 para. 2 lit. a), b), and c) from the Electricity and Natural Gas Law no. 123/2012, with subsequent amendments and additions, and to art. 40 of the Company's Constitutive Act, to notify the executive management of CNTEE Transelectrica SA in writing. The declaration model is posted, both in Romanian and in English, on the Company's website. At the same time, the declaration form can also be obtained at the address: "PLATINUM Center", str. Olteni no. 2–4, sector 3, Bucharest, on weekdays, between 08:00 and 15:00. The proposals will be accompanied by information regarding the name, place of residence, professional qualification of the persons proposed for the respective positions and the statement mentioned in the previous paragraph. The list containing information regarding the name, place of residence and professional qualification of the persons proposed for the position of member of the Supervisory Board will be available to the shareholders, who can consult and complete them. Based on the proposals received by the deadline, the Company will make available to the shareholders the proposals of candidates for the positions of members of the Supervisory Board and the related information in electronic format, both in Romanian and in English, on the Company's website (www.transelectrica.ro), Investor Relations/AGM page, the final list of proposals to be posted on February, 15, 2024, a date prior to the reference date.
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 February 15, 2024, 14,00h 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.
Following the completion of the agenda and the receipt of the draft resolutions from the shareholders, the meeting materials (documents or information regarding the issues listed on the agenda) are available starting on February 15, 2024, in electronic format, both in Romanian, as well as in English, on the Company's website (www.transelectrica.ro), Investor Relations/AGM page and can be obtained at the address: "PLATINUM Center", str. Olteni no. 2 – 4, sector 3, Bucharest, on weekdays, between 08:00 and 15:00.
Each shareholder has the right to ask questions regarding the items on the agenda of the General Assembly, which will be answered by posting the answer on the Company's website. Questions can be sent in writing, either by post or courier services (address: Bucharest, Sector 3, str. Olteni no. 2 - 4, PLATINUM Center building), or by electronic means of communication (e-mail: [email protected] or fax to the number: +40213035610) to the attention of Mrs. Irina Răcănel.
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 40 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 model of 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). 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.
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 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. In order to identify the natural person shareholder, or, as the case may be, the legal representative of the shareholder, a legal person or entity without legal personality, he shall also attach to the application copies of the documents certifying his identity.
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 February 16, 2024 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 105 from Law 24/2017 on the issuers of financial instruments and market operations, republished, 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, 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 February 15, 2024.
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 on the electronic signature by e-mail to: [email protected]. The special power of attorney will be submitted in a closed envelope marked "Special power of attorney – for the AGOA Secretariat February 28/29, 2024" by February 28, 2024, 10:00 h for the first convocation, namely by February 29, 2024, 10:00 h, for the second convocation.
Shareholders registered on the reference date have the opportunity to vote by mail, before the General Meeting of Shareholders, by using the mail voting form provided, both in Romanian and in English, starting on February 15, 2024, on the Company's website (www.transelectrica.ro), Investor Relations/AGM page. Voting by mail can be expressed by a representative only if he has received a special/general power of attorney from the shareholder he represents, which is submitted to the Company under the conditions specified above, or the representative is a credit institution that provides services of custody, in compliance with art. 105 para. 11 of Law no. 24/2017 regarding issuers of financial instruments and market operations, republished, with later amendments and additions.
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 February 28/29, 2024,", by post or courier services to the following address: PLATINUM Centre Building, str. Olteni no. 2-4, postal code 030786, Bucharest 3, by February 28, 2024, 10:00 h for the first convocation, namely by February 29, 2024, 10:00 h for the second convocation.
Additional information can be obtained from the phone number +40 722.314.610, Mrs. Irina Racanel, technical secretary of the Shareholders' general assembly.
Ştefăniţă MUNTEANU Florin Cristian TĂTARU
Executive Director General Directorate Chairman
Directorate Member
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