AGM Information • Jun 11, 2025
AGM 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: June 11, 2025 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: J2000008060404 Share capital subscribed and paid: 733,031,420 LEI Regulated market where the issued securities are transacted: Bucharest Stock Exchange
The Shareholders' ordinary general assembly of National Power Grid Company Transelectrica S.A., managed under two-tier system, established and acting in accordance with the Romanian legislation, registered with the National Office of the Trade Register from Bucharest Tribunal under no. J2000008060404, fiscal code 13328043, having its headquarters in Bucharest City 3, 2-4 Olteni Street, "PLATINUM Center" building, share capital subscribed and paid of 733,031,420 Lei, divided into 73,303,142 nominative ordinary dematerialised shares of 10 Lei nominal value each, having assembled on June 11, 2025, 10:00 h, attended by shareholders representing 81,90850% of the share capital and 81,90850% of the total voting rights, in accordance with the provisions of Company Law no. 31/1990, republished, with later amendments and additions, of Law no. 24/2017 on issuers of financial instruments and market operations, republished, with later amendments and additions, and of FSA Regulation no. 5/2018 on issuers of financial instruments and market operations, with later amendments and additions, issues the following,
With respect to the agenda items under nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 17, 18, 19 and 20 as follows:
1. Regarding item 1 on the agenda, the Shareholders' General Assembly, by 17.021.087 votes For representing 99,99935% of the total number of votes cast, by 110 votes Against representing 0,00065% of the total number of votes cast and by 43.020.309 votes Abstention approves the separate financial statements of CNTEE "Transelectrica"–S.A. for the financial year 2024 are approved, according to Note no. 18447/30.04.2025.
2. Regarding item 2 on the agenda, the Shareholders' General Assembly, by 17.021.087 votes For representing 99,99935% of the total number of votes cast, by 110 votes Against representing 0,00065% of the total number of votes cast and by 43.020.309 votes Abstention approves the consolidated financial statements of CNTEE "Transelectrica"–S.A. prepared in accordance with the International Financial Reporting Standards adopted by the European Union on and for the financial year ended December 31, 2024, according to Note no. 18510/30.04.2025, are approved.
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.


Regarding item 3 on the agenda, the Shareholders' General Assembly, by 17.021.087 votes For representing 99,99935% of the total number of votes cast, by 110 votes Against representing 0,00065% of the total number of votes cast and by 43.020.309 votes Abstention approves the consolidated financial statements prepared in accordance with OMFP no. 2844/2016 for the approval of accounting regulations in accordance with International Financial Reporting Standards on the date and for the financial year ended December 31, 2024, according to Note no. 18512/30.04.2025, are approved.
Regarding item 4 on the agenda, the Shareholders' General Assembly, by 60.041.396 votes For representing 99,99935% of the total number of votes cast, by 110 votes Against representing 0,00018% of the total number of votes cast and by 0 votes Abstention approves the distribution of the accounting profit remaining after deducting the profit tax on 31.12.2024 in the amount of 585,924,311 lei is approved with the following destinations:
| No. | Destination | Amount (lei) |
|---|---|---|
| 1 | Accounting profit remaining after deduction of income tax at December 31, 2024 |
585,924,311 |
| Allocation of accounting profit to the following destinations: |
||
| a | Legal reserve (5%) | |
| b | Other tax incentive reserves - exemption from tax on reinvested earnings |
240,981,311 |
| c | Coverage of prior years' accounting losses, excluding the accounting loss carried forward arising from adjustments required by the application of IAS 29 'Financial Reporting in Hyperinflationary Economies' |
- |
| d | Other allocations provided by law - revenues realized in 2024 from the allocation of interconnection capacity (net of income tax) |
35,347,095 |
| 2 | Remaining profit to be distributed (1-a-b-c d) |
309,595,905 |
| e | Employee profit-sharing | - |
| f | Dividends to be paid to shareholders out of the profit available for distribution |
279,284,971 |
| g | Other reserves established as own sources of financing |
30,310,934 |
| h | Retained earnings | |
| 3 | Total allocations (a+b+c+d+e+f+g+h) | 585,924,311 |
according to Note no. 18449/30.04.2025.
Regarding item 5 on the agenda, the Shareholders' General Assembly, by 60.041.396 votes For representing 99,99935% of the total number of votes cast, by 110 votes Against representing 0,00018% of the total number of votes cast and by 0 votes Abstention approves the gross dividend per share from the profit recorded on 31.12.2024 is approved, at the value of 3.81 lei according to Note no. 18662/30.04.2025.
Regarding item 6 on the agenda, the Shareholders' General Assembly, by 16.764.190 votes For representing 98,49008% of the total number of votes cast, by 257.007 votes Against representing 1,50992% of the total number of votes cast and by 43.020.309 votes approves the discharge of the members of the Management Board and the members of the Supervisory Board for the financial year 2024 is approved, according to Note no. 18689/30.04.2025.
Regarding item 7 on the agenda, the Shareholders' General Assembly, by 17.021.087 votes For representing 99,99935% of the total number of votes cast, by 110 votes Against representing 0,00065% of the total number of votes cast and by 43.020.309 votes Abstention approves Annual report on the individual financial statements of the Company for the financial year ended December 31, 2024.
Regarding item 8 on the agenda, the Shareholders' General Assembly, by 17.021.087 votes For representing 99,99935% of the total number of votes cast, by 110 votes Against representing 0,00065% of the total number of votes cast and by 43.020.309 votes Abstention approves The annual report on the consolidated financial statements prepared in accordance with International Financial Reporting Standards adopted by the European Union of the Company for the financial year ended December 31, 2024.
Regarding item 9 on the agenda, the Shareholders' General Assembly, by 17.021.087 votes For representing 99,99935% of the total number of votes cast, by 110 votes Against representing 0,00065% of the total number of votes cast and by 43.020.309 votes Abstention approves The annual report on the consolidated financial statements of the Company prepared in accordance with OMFP no. 2844/2016 for the approval of accounting regulations in accordance with the International Financial Reporting Standards adopted by the European Union for the financial year ended December 31, 2024.
Regarding item 10 on the agenda, the Shareholders' General Assembly, by 17.021.087 votes For representing 99,99935% of the total number of votes cast, by 110 votes Against representing 0,00065% of the total number of votes cast and by 43.020.309 votes Abstention approves Consolidated sustainability report of CNTEE "Transelectrica"–S.A. for the year 2024.
Regarding item 17 on the agenda, the Shareholders' General Assembly, by 60.041.396 votes For representing 99,99935% of the total number of votes cast, by 110 votes Against representing 0,00018% of the total number of votes cast and by 0 votes Abstention approves establishing the date of July 10, 2025 as the "ex date", the calendar date from which the shares of the Company subject to the Resolution of the Ordinary General Meeting of Shareholders are traded without the rights deriving from that resolution.
Regarding item 18 on the agenda, the Shareholders' General Assembly, by 60.041.396 votes For representing 99,99935% of the total number of votes cast, by 110 votes Against representing 0,00018% of the total number of votes cast and by 0 votes Abstention approves establishing the date of July 11, 2025 as the registration date of the shareholders on whom the effects of the SOGA Decision will be reflected.
Regarding item 19 on the agenda, the Shareholders' General Assembly, by 60.041.396 votes For representing 99,99935% of the total number of votes cast, by 110 votes Against representing 0,00018% of the total number of votes cast and by 0 votes Abstention approves establishing July 31, 2025 as the "payment date" of the gross dividend per share from the profit recorded on December 31, 2024.
Regarding item 20 on the agenda, the Shareholders' General Assembly, by 60.041.396 votes For representing 99,99935% of the total number of votes cast, by 110 votes Against representing 0,00018% of the total number of votes cast and by 0 votes Abstention approves empowering the chairperson of the meeting, Ștefăniță MUNTEANU, to sign the Decision of the Shareholders' Ordinary General Assembly, as well as the necessary documents regarding the registration and publication of the SOGA Decision, according to the legal provisions. The assembly chairperson may empower other persons to fulfill the formalities of publicity and registration of the SOGA Decision.
| Victor MORARU | Cătălin-Constantin NADOLU |
|---|---|
| Directorate Member | Directorate Member |
| Florin-Cristian TĂTARU | |
| Directorate Member | |
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