AGM Information • Jan 22, 2019
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: January 21, 2019 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 21 january 2019, 10:00 h, attended by shareholders representing 68,00100% of the share capital and 68,00100% of the total voting rights, in accordance with the provisions of Company law 31/1990, republished, with later amendments and additions, and the Company's Articles of Incorporation in force, 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 no. 1, 2 and 3 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.
As regards item 2 in the agenda, 08 february2019 is approved as set registration date of the shareholders that will be touched by the effects of the decision taken by the Shareholders' general ordinary assembly with the "for" vote of shareholders representing 100% from the total number of validly cast votes.
As regards item 3 in the agenda, with the "for" vote of shareholders representing 100% of the total number of validly cast votes, empowering the assembly chairperson, Marius Dănuț CARAȘOL, 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. Marius Dănuț CARAȘOL can mandate other persons to carry out the publicity and registration formalities for the Decision of the Shareholders' general ordinary assembly.
Marius – Dănuț CARAȘOL Constantin SARAGEA
Executive Director General Directorate Chairman
Directorate Member
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 21 january 2019, 12:00 h, attended by shareholders representing 68,00100% of the share capital and 68,00100% of the total voting rights, in accordance with the provisions of Company law 31/1990, republished, with later amendments and additions, and the Company's Articles of Incorporation in force, 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. 1, 2, 3 and 4 as follows:
Regarding item 1 on the agenda with the vote "against" of the shareholders representing 86,30494% of the total valid casted vote, it is not approved issuance by the Company of a corporate guarantee letter in favor of ING Bank N.V. Amsterdam for a period of one year, for the amount of 27,392,412.79 lei, for the securing of the Loan Agreement 08164/14.04.2008, in which the company for transmission grid maintenance services SMART - SA, a subsidiary of the Company, has the capacity of debtor and ING Bank N.V. Amsterdam is a creditor, provided that real estate securities are constituted in favour of the Company; securities that fully cover the value of the corporate guarantee letter.
Regarding item 2 on the agenda with the vote "against" of the shareholders representing 94,55657% of the total valid casted vote, it is not approved participation of the Company's in the share capital increase of the company for transmission grid maintenance services SMART - SA, a subsidiary of the Company, with a cash contribution of 27,000,000 lei.
Regarding item 3 in the agenda, 08 february2019 is approved as set registration date of the shareholders that will be touched by the effects of the decision taken by the Shareholders' general extraordinary assembly with the "for" vote of shareholders representing 100% from the total number of validly cast votes.
Regarding item 4 in the agenda, with the "for" vote of shareholders representing 100% from the total number of validly cast votes the assembly chairperson Marius Dănuț CARAȘOL is mandated to sign the Decision of the Shareholders' general extraordinary assembly and the documents necessary to register and publish such Decision of the Shareholders' general extraordinary assembly according to legal provisions, including the Articles of association's updated format. Marius Dănuț CARAȘOL can also mandate other persons to carry out the publicity and registration formalities for the Decision of the Shareholders' general extraordinary assembly.
Marius – Dănuț CARAȘOL Constantin SARAGEA
Executive Director General Directorate Chairman
Directorate Member
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