AGM Information • Dec 8, 2025
AGM Information
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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: December 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: J40/8060/2000 Share capital subscribed and paid: 733,031,420 LEI
Regulated market where the issued securities are transacted: Bucharest Stock Exchange
COMPLETION OF THE CONVENING NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS (according to art. 117^1 paragraph (2^1) of Law no. 31/1990 on companies, republished, with subsequent amendments and completions, of art. 105 paragraph (5^1) of Law no. 24/2017 on issuers of financial instruments and market operations, republished, with subsequent additions and amendments)
The Directorate of C.N.T.E.E. "Transelectrica"-SA, a company managed in a dualist system, with its registered office in Olteni Street no. 2–4, "PLATINUM Center" building, sector 3, Bucharest, registered with the Trade Register Office under no. J2000008060404, Unique Registration Code 13328043, ("Company" or "CNTEE "Transelectrica"-S.A."), pursuant to Article 117^1 paragraph (2^1) of Law no. 31/1990 on companies, republished, with subsequent amendments and completions, of Article 105 paragraph (5^1) of Law no. 24/2017 on issuers of financial instruments and market operations, republished, with subsequent additions and amendments, completes the agenda of the ordinary General Meeting of Shareholders to be held on December 22, 2025, at 10.00 a.m., in Bucharest, Sector 3, Olteni Street no. 2 – 4, "PLATINUM Center" building on the 11th floor, Meeting Room no. 1112, initially published in the Official Gazette of Romania, Part IV, no. 5565/19.11.2025 and in the News newspaper on November 19, 2025, with the following bullet points:
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.



General Secretariat representative in Shareholders' general ordinary assembly to sign in the name of the company the addendums to mandate contracts with the people appointed as Supervisory Board members;
Thus, for the ordinary meeting convened for December 22, 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 Company's Shareholders' Register at the end of December 12, 2025, will be as follows
If the required quorum is not met on the mentioned date, the ordinary General Meeting of Shareholders will be held on December 23, 2025, at 10:00 a.m., 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 General Meeting of Shareholders.
Following the completion of the agenda, the draft decision and the meeting materials (documents or information regarding the issues included on the agenda) are available starting with December 10, 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 can be submitted in writing, either by post or courier services (to: Bucharest, Sector 3, str. Olteni nr. 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.
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, based on the following documents submitted to the issuer by the shareholder, issued by the central depository or by 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, he will attach to the application 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 December 12, 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 December 10, 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 regarding the electronic signature, by e-mail to the address: [email protected]. The special power of attorney is submitted in a sealed envelope with the mention "Special power of attorney - for Secretariat OGMS 22/23 December 2025", until 22 December 2025, 10.00 a.m., for the first call, respectively until the date of 23 December 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 General Meeting of Shareholders, by using the postal voting form made available, both in Romanian and in English, as of December 10, 2025, on the Company's website (www.transelectrica.ro), Investor Relations/General Shareholders' Meeting page. The vote 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 or the representative is a credit institution that provides custody services, in compliance with art.105 para. 11 of Law no. 24/2017 on issuers of financial instruments and market operations, republished, with subsequent amendments and completions.
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 OGMS 22/23 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 22, 2025, 10.00 a.m., for the first call, respectively until December 23, 2025, 10.00 a.m., for the second call.
Additional information can be obtained by phone 0722314610, Irina Răcănel – technical secretary of the General Meeting of Shareholders.
| Executive Director General |
Directorate Member |
Directorate Member |
Directorate Member |
Directorate Member |
|---|---|---|---|---|
| Ștefăniță MUNTEANU |
Florin-Cristian TĂTARU |
Victor MORARU |
Cătălin Constantin NADOLU |
Vasile-Cosmin NICULA |
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