Pre-Annual General Meeting Information • Sep 8, 2025
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: September 08, 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 Directorate of the National Electricity Transmission Company "Transelectrica"-SA, a company managed in a dualist system, with its registered office in Olteni Street no. 2–4, the building "PLATINUM Center", sector 3, Bucharest, registered with the Trade Register Office under no. J2000008060404, Unique Registration Code 13328043, (the "Company"), convenes, in accordance with the provisions of the Companies Law no. 31/1990, republished, with subsequent amendments and completions, of Law no. 24/2017 on issuers of financial instruments and market operations, republished, with subsequent amendments and completions, of the A.S.F. Regulation no. 5/2018 on issuers of financial instruments and market operations, with subsequent amendments and additions, as well as of the Company's Articles of Incorporation in force, Ordinary General Meeting of Shareholders on October 13, 2025, at 12:00, in Bucharest, Sector 3, Olteni Street no. 2–4, "PLATINUM Center" building 11th floor, Meeting Room no. 1112, for all shareholders registered in the Company's Shareholders' Register at the end of October 03, 2025 (reference date), with the following
Approval of the formulation of an action for claims, in contradiction with Dogaru-Tulică Adina-Loredana, Popescu Mihaela, Morariu Marius Vasile, Năstasă Claudiu Constantin and Blăjan Adrian Nicolae, the members of the Supervisory Board who issued Decision no. 25/25.06.2021, in order to recover the damage caused to CNTEE Transelectrica SA as a result of the revocation of the members of the Executive Board (Cătălin Nițu, Ovidiu Anghel, Andreea-Mihaela Miu, Bogdan Marcu and Marius Viorel Stanciu) and empowering the Directorate to take legal action, respectively to promote and sign the request for summons of Dogaru-Tulică Adina-Loredana, Popescu Mihaela, Morariu Marius Vasile, Năstasă Claudiu Constantin and Blăjan Adrian Nicolae;
Approval of the filing of an action for claims, in contradiction with Oleg BURLACU, Jean BADEA, Ciprian Constantin DUMITRU, Mircea Cristian STAICU, Mihaela CONSTANTINOVICI and Mihaela POPESCU, provisional members of the Supervisory Board, for the reimbursement
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.


of the amounts collected during 2020 for participation in the Energy Security Committee (considered to be non-existent from a legal point of view by the Court of Accounts of Romania) and the power of attorney To the Directorate to exercise legal action, respectively to promote and sign the request for summons of Oleg BURLACU, Jean BADEA, Ciprian Constantin DUMITRU, Mircea Cristian STAICU, Mihaela CONSTANTINOVICI and Mihaela POPESCU;
Presentation of the half-yearly Report of the Supervisory Board of CNTEE "Transelectrica"-S.A. on the administration activity (January-June 2025);
Setting the date of November 4, 2025 as the date of registration of the shareholders on which the effects of the Resolution of the Ordinary General Meeting of Shareholders will be reflected;
Empowering the chairman of the meeting to sign the Resolution of the Ordinary General Meeting of Shareholders, as well as the necessary documents regarding the registration and publication of the resolution according to the legal provisions.
If the required quorum is not met on the mentioned date, the meeting of the Ordinary General Meeting of Shareholders will be held on October 14, 2025, at 12:00, in Bucharest, Sector 3, Olteni Street no. 2–4, "PLATINUM Center" building, 11th floor, Meeting Room no. 1112, with the same agenda.
On the date of the call, the Company's share capital is RON 733,031,420 and consists of 73,303,142 registered shares, dematerialized, with a nominal value of RON 10, each share giving the right to one vote in the Ordinary General Meeting of Shareholders.
The draft Resolution of the Ordinary General Meeting of Shareholders and the meeting materials (documents or information regarding the issues on the agenda) are available starting with September 11, 2025 in electronic format, both in Romanian and English, on the Company's website (www.transelectrica.ro), the Investor Relations/GSM page and can be obtained at: "PLATINUM Center", str. Olteni nr. 2–4, sector 3, Bucharest, on weekdays, between 08:00 – 15:00.
Each shareholder has the right to ask questions regarding the items on the agenda of the General Meeting, which will be answered by posting the answer on the Company's website. Questions may be sent in writing, either by mail or courier services (to the address: Bucharest, Sector 3, 2 – 4 Olteni Street, "PLATINUM Center" building), or by electronic means of communication (e-mail: [email protected] or fax to the number: +4021.3035610) to the attention of Mrs. Irina Răcănel.
Shareholders representing, individually or jointly, at least 5% of the share capital, have the right:
– to introduce items on the agenda of the General Assembly, provided that each item is accompanied by a justification or a draft decision proposed for adoption by the General Assembly, within 15 days from the date of publication of the call, namely 24 September 2025, at 16:00;
– to present draft decisions for the items included or proposed to be included on the agenda of the general meeting, within 15 days from the date of publication of the call, respectively September 24, 2025, at 16:00.
The rights provided for in the previous paragraph can only be exercised in writing, the shareholders being to submit the request, no later than September 24, 2025, at 16:00, either by mail or courier services (at the address: Bucharest, Sector 3, 2–4 Olteni Street, "PLATINUM Center" building), or by electronic means of communication (e-mail: [email protected] respectively fax to the number: +4021.303.56.10) to the attention of Mrs. Irina Răcănel.
The shareholders registered on the reference date in the Register of Shareholders of the Company, communicated by the Central Depository, who directly or indirectly hold a stake of at least 5% of the Company's share capital, have the obligation to complete and submit a declaration on their own responsibility given pursuant to the provisions of Article 34 paragraph 2 of the Law on Electricity and Natural Gas no. 123/2012, with subsequent amendments and completions, and of art. 17 para. 8 and art. 40 of the Company's Articles of Incorporation. The statement will be accompanied by the summary of the current account positions/account statement showing the portfolio of shares held by the Participant/Central Depository. The model declaration will be posted in both Romanian and English on the Company's website, together with the postal voting forms and the special power of attorney. At the same time, the declaration model can also be obtained at the address: "PLATINUM Center", Olteni str. nr. 2–4, sector 3, Bucharest, on weekdays, between 08:00 – 15:00. The responsibility for the declarations regarding the compliance with the applicable legal and statutory provisions lies exclusively with each shareholder (art.326 of the Criminal Code approved by Law no. 286/2009, as subsequently amended and supplemented). The statement accompanied by the statement of account/summary of current account positions will be completed, signed by the shareholder and delivered, in original, to the Company, prior to the meeting of the General Meeting of Shareholders.
The quality of shareholder, as well as, in the case of shareholders who are legal persons or entities without legal personality, the quality of legal representative is ascertained based on the list of shareholders from the reference/registration date, received by the Company from the Central Depository, or, as the case may be, for dates other than the reference/registration date. on the basis of the following documents submitted to the issuer by the shareholder, issued by the central depository or by the participants defined by law, providing custody services:
a) the statement of account from which the quality of shareholder and the number of shares held;
b) documents attesting the registration of the information regarding the legal representative at the Central Depository/respective participants.
The documents certifying the quality of legal representative drawn up in a foreign language, other than English, will be accompanied by a translation made by an authorized translator in Romanian or English. It is not necessary to legalize or apostille the documents certifying the quality of legal representative of the shareholder. In order to identify the shareholder who is a natural person, or, as the case may be, the legal representative of the shareholder who is a legal person or entity without legal personality, who asks questions, proposes candidates, who makes proposals to complete the agenda or proposes draft decisions, he will attach to the application also copies of the documents attesting his identity.
The Company may also accept proof of legal representative status on the basis of documents deemed relevant by the issuer, issued by the Trade Register Office or by another similar authority in the state where the shareholder is registered, within the validity period, if the shareholder has not provided the central depositary/participant with appropriate information regarding its legal representative.
Only shareholders registered on the reference date of October 3, 2025 can participate and vote at the meeting, either personally or through a representative.
Participation through a representative is made on the basis of a special power of attorney, according to the form provided by the Company or a general power of attorney, in compliance with the provisions of art.105 of Law no.24/2017 on issuers of financial instruments and market operations, republished, with subsequent amendments and completions, and under the conditions of art. 200-207 of Regulation no. 5/2018 on issuers of financial instruments and market operations, as subsequently amended and supplemented.
The special power of attorney form, both in Romanian and English, will also be available in electronic format on the Company's website (www.transelectrica.ro), the Investor Relations/GSM page starting with the date of September 11, 2025.
The special power of attorney in original or the general power of attorney (in copy including the mention of conformity with the original under the signature of the representative), either in Romanian or in English, is submitted to the address Bucharest, Sector 3, str. Olteni nr. 2–4, the "PLATINUM Center" building in the spotlight to Mrs. Irina Răcănel or it is transmitted electronically signed with an extended electronic signature, according to the provisions of Law no. 455/2001 on the electronic signature, republished, with subsequent amendments and completions, by e-mail to: [email protected]. The special power of attorney is submitted in a sealed envelope with the mention "Special power of attorney - for Secretariat AGOA 13/14 October 2025", until October 13, 2025, 12:00 p.m., for the first call, respectively until the date of October 14, 2025, 12:00 p.m., for the second call-up.
Shareholders registered on the reference date have the opportunity to vote by correspondence, before the meeting of the Ordinary General Meeting of Shareholders, by using the postal voting form made available, both in Romanian and in English, starting with September 11, 2025, on the Company's website (www.transelectrica.ro), Investor Relations/General Shareholders' Meeting page. Voting by correspondence can be expressed by a representative only if he/she has received from the shareholder he/she represents a special/general power of attorney that is submitted to the Company under the conditions specified above.
The postal voting form, either in Romanian or English, completed and signed by the shareholders and accompanied by a copy of the identity document of the natural person shareholder, or, as the case may be, a copy of the identity document of the representative of the legal person shareholder, must arrive in original, in a sealed envelope with the mention "Voting by correspondence - for the Secretariat of the OGMS October 13/14, 2025", by mail or courier services, to the address: PLATINUM Center building, 2-4 Olteni Street, postal code 030786, sector 3, Bucharest, until October 13, 2025, 12:00, for the first call, respectively until October 14, 2025, 12:00, for the second call.
If the initial convening notice will be subsequently supplemented with new items on the agenda, the Company will publish the completion of the convening notice and will make available to the shareholders the additional meeting materials, the draft decision, the postal voting form and the special power of attorney form, until October 1, 2025, the date prior to the reference date.
Additional information can be obtained by calling 0722.314.610, Irina Răcănel – technical secretary of the General Meeting of Shareholders.
| Ștefăniță MUNTEANU | Victor MORARU | Cătălin-Constantin NADOLU |
|---|---|---|
| Executive Director General Chief Executive Officer |
Directorate Member | Directorate Member |
| Vasile-Cosmin NICULA Directorate Member |
Florin-Cristian TĂTARU Directorate Member |
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