AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

C.N.T.E.E. Transelectrica

Pre-Annual General Meeting Information Nov 4, 2025

2299_iss_2025-11-04_8321093e-a565-46c2-80ec-4c2cb6728d7f.pdf

Pre-Annual General Meeting Information

Open in Viewer

Opens in native device viewer

To the: Bucharest Stock Exchange – Department of Operations Issuers Regulated Markets Financial Supervision Authority - General Directorate Supervision - Issuers Division

Current report according to the provisions of Law no 24/2017, ASF Regulation 5/2018 and the BVB Code

Date of current report: November 4, 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

CONVENING OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

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, the Extraordinary General Meeting of Shareholders on December 8, 2025, at 10:00 a.m., in Bucharest, Sector 3, Olteni Street no. 2–4, "PLATINUM Center" building 11th floor, Meeting Room no. 1112, for all shareholders registered in the Register of Shareholders of the Company at the end of the day of 28 November 2025 (reference date), with the following

AGENDA:

    1. Analysis of situations highlighted by the Court of Accounts of Romania and presentation of the results of the shareholder analysis to take action accordingly;
    1. Setting the date of January 8, 2026 as the date of registration of the shareholders on whom the effects of the Resolution of the Extraordinary General Meeting of Shareholders will be reflected;
    1. Empowerment of the chairman of the meeting to sign the Resolution of the Extraordinary 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 Extraordinary General Meeting of Shareholders will be held on December 9, 2025, at 10:00 a.m., in Bucharest,

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.

Sector 3, 2–4 Olteni Street, "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 Extraordinary General Meeting of Shareholders.

The draft Resolution of the Extraordinary General Meeting of Shareholders and the meeting materials (documents or information regarding the issues on the agenda) are available starting with November 6, 2025 in electronic format, both in Romanian and English, on the Company's website (www.transelectrica.ro), Investor Relations/General Shareholders' Meeting 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 convocation, namely 20 November 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 convocation, respectively November 20, 2025, at 16:00.

The rights provided for in the previous paragraph may be exercised only in writing, the shareholders being to submit the request, no later than November 20, 2025, at 16:00, either by mail or courier services (at the address: Bucharest, Sector 3, str. Olteni nr. 2–4, "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 November 28, 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 06 November 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 AGEA 08/09 December 2025", until 08 December 2025, 10:00 a.m., for the first call, respectively until the date of December 09, 2025, 10:00 a.m., for the second call-up.

Shareholders registered on the reference date have the opportunity to vote by correspondence, before the meeting of the Extraordinary General Meeting of Shareholders, by using the postal voting form made available, both in Romanian and in English, starting with November 6, 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 individual shareholder, or, as the case may be, a copy of the identity document of the representative of the legal person shareholder, must be received in original, in a sealed envelope with the mention "Voting by correspondence - for the Secretariat of the EGMS 08/09 December 2025", by mail or courier services, to the address: PLATINUM Center building", 2-4 Olteni Street, postal code 030786, sector 3, Bucharest, until December 8, 2025, 10:00 a.m., for the first call, respectively until December 9, 2025, 10:00 a.m., 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, by November 26, 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

Talk to a Data Expert

Have a question? We'll get back to you promptly.