AGM Information • Nov 26, 2018
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 the report: 26 November 2018 Name of Issuer Company: CNTEE TRANSELECTRICA SA, company managed in 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 LEI Code: 254900OLXCOUQC90M036 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 acting in accordance with the Romanian legislation, registered with the National Office of the Trade Register from Bucharest Tribunal under no. J40/8060/2000, fiscal code 13328043, having its headquarters in Bucharest City 1, Blvd. General Gheorghe Magheru 33, 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 26 november 2018, 10:00 h, attended by shareholders representing 72,22483% of the share capital and 72,22483% of the total voting rights, in accordance with the provisions of Company law 31/1990, republished, with later amendments and additions, of Law 297/2004 on the capital market, with later amendments and additions, of Law 24/2017 on the issuers of financial instruments and market operations, of ASF Regulation 5/2018 on the issuers of financial instruments and market operations, issues the following
With respect to the agenda items under nos. 6, 7, 10 and 11 as follows:
1.1. As regards item 6 in the agenda, with the "for" vote of shareholders representing 94,03400% of the total number of validly cast votes, appointing Mr. Gheorghe OLTEANU as provisional member in the Supervisory Board of the National Power Grid Company Transelectrica SA beginning with 30 November 2018.
1.2. As regards item 6 in the agenda, with the "for" vote of shareholders representing 94,03400% of the total number of validly cast votes, appointing Mr. Ion CIUCULETE as provisional member in the Supervisory Board of the National Power Grid Company Transelectrica SA beginning with 30 November 2018.
1.3. As regards item 6 in the agenda, with the "for" vote of shareholders representing 94,03400% of the total number of validly cast votes, appointing Mr. Liviu ILASI as provisional member in the Supervisory Board of the National Power Grid Company Transelectrica SA beginning with 30 November 2018.
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.
1.4. As regards item 6 in the agenda, with the "for" vote of shareholders representing 94,03400% of the total number of validly cast votes, appointing Mr. Adrian MITROI as provisional member in the Supervisory Board of the National Power Grid Company Transelectrica SA beginning with 30 November 2018.
1.5. As regards item 6 in the agenda, with the "for" vote of shareholders representing 94,03400% of the total number of validly cast votes, appointing Mr. Alin-Sorin MITRICA as provisional member in the Supervisory Board of the National Power Grid Company Transelectrica SA beginning with 30 November 2018.
1.6. As regards item 6 in the agenda, with the "for" vote of shareholders representing 94,03400% of the total number of validly cast votes, appointing Mr. Fanel MIHALCEA as provisional member in the Supervisory Board of the National Power Grid Company Transelectrica SA beginning with 30 November 2018.
1.7. As regards item 6 in the agenda, with the "for" vote of shareholders representing 94,03400% of the total number of validly cast votes, appointing Mr. Constantin DUMITRU as provisional member in the Supervisory Board of the National Power Grid Company Transelectrica SA beginning with 30 November 2018.
As regards item 7 in the agenda, with the "for" vote of shareholders representing 94,03400% of the total number of validly cast votes, setting the term of the provisional members' mandate to four months, beginning with 30 November 2018.
As regards item 10 in the agenda, with the "for" vote of shareholders representing 100% of the total number of validly cast votes, approving 14 december 2018 to be set as registration date for the shareholders who will be touched by the effects of the Decision taken by the Shareholders' general ordinary assembly.
As regards item 11 in the agenda, with the "for" vote of shareholders representing 100% of the total number of validly cast votes, empowering the assembly chairperson, Adrian Constantin RUSU, to sign the Decision of the Shareholders' general ordinary assembly and the documents necessary for registration and publication of such Decision of the Shareholders' general ordinary assembly according to legal provisions. Adrian Constantin RUSU can mandate other persons to carry out the publicity and registration formalities for the Decision of the Shareholders' general ordinary assembly.
Adrian – Constantin RUSU Adrian – Mircea TEODORESCU
Executive Director General Directorate Chairman
Directorate Member
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.
The Shareholders' general ordinary assembly of the National Power Grid Company Transelectrica SA, 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. J40/8060/2000, fiscal code 13328043, having its headquarters in Bucharest City 1, Blvd. General Gheorghe Magheru 33, 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 26 november 2018, 10:00 h, attended by shareholders representing 72,22483% of the share capital and 72,22483% of the total voting rights, in accordance with the provisions of Company law 31/1990, republished, with later amendments and additions, of Law 297/2004 on the capital market, with later amendments and additions, of Law 24/2017 on the issuers of financial instruments and market operations, of ASF Regulation 5/2018 on the issuers of financial instruments and market operations, issues the following
With respect to the agenda items under nos. 2, 3, 4, 5, 8, 9, 10 and 11 as follows:
As regards item 2 in the agenda, with the "for" vote of shareholders representing 94,03400% of the total number of validly cast votes, it is approved the remuneration of the temporary members of the Supervisory Board as the one approved by the decision of the A.G.O.A no 3/05.03.2018.
As regards item 3 in the agenda, with the "for" vote of shareholders representing 94,03400% of the total number of validly cast votes, it is approved the structure of the mandate contract as the one approved by the decision of the General Shareholders Assembly no 5/29.03.2018 and will include the amendments of article 5 decided by AGOA Decision no 12/28.09.2018 and the Ministry of Economy's representative in the General Assembly of Shareholders is authorized to sign the structure of the addendum of the Board of Supervisors' provisional member.
As regards item 4 in the agenda, with the "for" vote of shareholders representing 94,03400% of the total number of validly cast votes, deferring the discussion about approving the Supervisory Board's profile.
As regards item 5 in the agenda, with the "for" vote of shareholders representing 94,03400% of the total number of validly cast votes, deferring the discussion about approving the candidates' profile for the position of Supervisory Board member.
As regards item 8 in the agenda, with the "for" vote of shareholders representing 97,56328% of the total number of validly cast votes, the elaboration of a reorganisation/restructuring plan aimed at increasing company efficiency is approved by the company's management.
As regards item 9 in the agenda, with the "for" vote of shareholders representing 100% of the total number of validly cast votes, approving the authorisation of the Company's Directorate to make all the necessary steps to update the records of the Company's representatives, by removing from the current state of the Trade Register the mentions regarding the persons (members of the Supervisory Board and auditors) whose mandate has previously ended, as follows:
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.
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.
KPMG AUDIT SRL – in the capacity of: auditor; mandate ended on 13.10.2014.
As regards item 10 in the agenda, with the "for" vote of shareholders representing 100% of the total number of validly cast votes, approving 14 december 2018 to be set as registration date for the shareholders who will be touched by the effects of the Decision taken by the Shareholders' general ordinary assembly.
As regards item 11 in the agenda, with the "for" vote of shareholders representing 100% of the total number of validly cast votes, empowering the assembly chairperson, Adrian Constantin RUSU, to sign the Decision of the Shareholders' general ordinary assembly and the documents necessary for registration and publication of such Decision of the Shareholders' general ordinary assembly according to legal provisions. Adrian Constantin RUSU can mandate other persons to carry out the publicity and registration formalities for the Decision of the Shareholders' general ordinary assembly.
Adrian – Constantin RUSU Adrian – Mircea TEODORESCU
Executive Director General Directorate Chairman
Directorate Member
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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