AGM Information • Apr 28, 2016
AGM Information
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Current report as per the provisions of Law 297/2004, BSE Code and Regulation 1/2006 of CNVM Date of the report: 28 April 2016 Name of Issuer Company: CNTEE TRANSELECTRICA SA, managed under two tier system Headquarters: Bucharest 1, Blvd. Magheru no. 33 Working location: Bucharest 3, Str. Olteni no. 2-4 Phone / fax numbers: 4021 3035 611 / 4021 3035 610 Single registration code: 13328043 Number in the Commercial Register: J40/8060/2000 Share capital subscribed and paid: 733,031,420 Lei Regulated market where the issued securities are transacted: Bucharest Stock Exchange
The Shareholders' General Ordinary Assembly of the National Power Grid Company Transelectrica SA, managed under two-tier system, established and operating according to the Romanian legislation, registered under number J40/8060/2000 with the National Commercial Register Office from Bucharest Tribunal, CUI (fiscal code) 13328043, with headquarters in Bucharest 1, Blvd. General Gheorghe Magheru no. 33, share capital subscribed and paid 733,031,420 Lei, divided into 73,303,142 nominative, ordinary dematerialised shares of 10 Lei nominal value each, having assembled on 28 April 2016, 14:00 h,
Attended by shareholders representing 78.47264% of the share capital and 78.47264% of the total voting rights,
Based on the provisions of the Company law 31/1990, republished, with later amendments and additions, of Law 297/2004 on the capital market, with later amendments and additions, of Regulations 1/2006 on issuers and operations with securities and 6/2009 on exercising certain shareholders' rights in the shareholders' assemblies of trading companies, of the National Securities Commission, issue the following
About the items in the agenda under nos. 1, 2, 3, 4, 5, 6, 8, 12, 13 and 14 as follows:
1. As regards item 1 in the agenda, approving with the 'for' vote of shareholders representing 78.42353% of the total number of validly cast votes the stand-alone financial statements of the National Power Grid Company Transelectrica SA for 2015 financial year.
2. As regards item 2 in the agenda, approving, with the 'for' vote of shareholders representing 78.42353% of the total number of validly cast votes, the consolidated financial statements of the National Power Grid Company Transelectrica SA for 2015 financial year.
3. As regards item 3 in the agenda, approving, with the 'for' vote of shareholders representing 78.47264% of the total number of validly cast votes the distribution of the net profit on 31 December 2015 to the following destinations:
| Destination | Sum (Lei) |
|---|---|
| Accounting profit remaining after deducting the income tax on 31 December 2015 (includes the provision for employees' participation to profit) |
366,657,687 |
| Distributing the accounting profit by the following destinations: | |
| Legal reserve (5%) | 20,982,901 |
| Other law-provided distributions - exempting from payment the tax on re-invested profit |
19,499,233 |
| Other law-provided distributions - revenues achieved in 2015 from the | 67,376,258 |
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.
allocation of interconnection capacities (net of income tax and legal reserve) Employees' participation to profit (provision expense in 2015) 6,603,220 Dividends owed to shareholders 194,253,326 Other reserves constituted as one's own financing sources 57,942,749 Non distributed profit -
4. As regards item 4 in the agenda, approving, with the 'for' vote of shareholders representing 78.47264% of the total number of validly cast votes, the 2015 gross dividend per share at 2.65 Lei/share, payable to the shareholders recorded on the registration date 07 June 2016, ex-date 06 June 2016.
5. As regards item 5 in the agenda, approving, with the 'for' vote of shareholders representing 78.47264% of the total number of validly cast votes, 28 June 2016 as set date to begin dividends payment for CNTEE.
6. As regards item 6 in the agenda, approving, with the 'for' vote of shareholders representing 78.42353% of the total number of validly cast votes the annual report on the economic-financial activities of the National Power Grid Company Transelectrica SA, according to the provisions of article 227 of Law 297/2004 on the capital market and of Annex 32 to Regulation 1/2006 of CNVM, for the financial year ended on 31 December 2015.
7. As regards item 8 in the agenda, approving, with the 'for' vote of shareholders representing 78.18470% of the total number of validly cast votes, to release the Directorate and Supervisory Board members' liability for the financial year 2015.
8. As regards item 12 in the agenda, setting with the 'for' vote of shareholders representing 78.47264% of the total number of validly cast votes 06 June 2016 as ex-date, calendar day from which the shares of the National Power Grid Company Transelectrica SA provided in the Decision of the Shareholders' General ordinary assembly, are transacted without the rights that are derived from such decision.
9. As regards item 13 in the agenda, approving, with the 'for' vote of shareholders representing 78.47264% of the total number of validly cast votes, 07 June 2016 as set registration date of the shareholders that will be touched by the effects of the Decision taken by the Shareholders' General Ordinary Assembly.
10. As regards item 14 in the agenda, mandating with the 'for' vote of shareholders representing 78.47264% of the total number of validly cast votes the assembly chairman Mr Ion-Toni TEAU to sign the decision of the Shareholders' General Ordinary Assembly and the documents necessary for the registration and publication of such decision of the shareholders' general ordinary assembly with the Office of the Commercial Register from Bucharest Tribunal, and for its publication as per legal provisions. Mr Ion-Toni TEAU can also mandate other persons to carry out the publicity and registration formalities for the Decision of the Shareholders' General Ordinary Assembly.
Ion-Toni TEAU Executive Director General Directorate Chairman
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.
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