AGM Information • Jun 19, 2023
AGM Information
Open in ViewerOpens in native device viewer

Current report according to the provisions of Law no 24/2017, ASF Regulation 5/2018 and the BVB Code Date of current report: June 19, 2023 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
The Shareholders' ordinary general assembly of National Power Grid Company Transelectrica S.A., 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 3, 2-4 Olteni Street, "PLATINUM Center" building, 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 June19, 2023, 10:00 h, attended by shareholders representing 77.66299% of the share capital and 77.66299% of the total voting rights, in accordance with the provisions of Company Law no. 31/1990, republished, with later amendments and additions, of Law no. 24/2017 on issuers of financial instruments and market operations, republished, with later amendments and additions and of FSA Regulation no. 5/2018 on issuers of financial instruments and market operations, with later amendments and additions, issues the following
With respect to the agenda items under nos. 1^1, 2^1, 3, 4, 9 and 11 as follows:
1. Regarding item 1^1 on the agenda, the Shareholders' General Assembly, by 46,838,405 of votes For representing 89.46662% of the total number of votes cast, by 5,514,535 of votes Against representing 10.53338% of the total number of votes cast and by 4,576,470 votes Abstention approves the appointment Mr. Teodor ATANASIU, as provisional member of the Supervisory Board of NPG Transelectrica starting the date of June 22, 2023.
2. Regarding item 1^1 on the agenda, the Shareholders' General Assembly, by 46,838,405 of votes For representing 89.46662% of the total number of votes cast, by 5,514,535 of votes Against representing 10.53338% of the total number of votes cast and by 4,576,470 votes Abstention approves the appointment Mr. Cătălin - Andrei DASCĂL, as provisional member of the Supervisory Board of NPG Transelectrica starting the date of June 22, 2023.
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.


3. Regarding item 1^1 on the agenda, the Shareholders' General Assembly, by 46,838,405 of votes For representing 89.46662% of the total number of votes cast, by 5,514,535 of votes Against representing 10.53338% of the total number of votes cast and by 4,576,470 votes Abstention approves the appointment Mr. Virgil-Dumitru ORLANDEA, as provisional member of the Supervisory Board of NPG Transelectrica starting the date of June 22, 2023.
4. Regarding item 1^1 on the agenda, the Shareholders' General Assembly, by 47,104,803 of votes For representing 89.51995 % of the total number of votes cast, by 5,514,535 of votes Against representing 10.48005% of the total number of votes cast and by 4,310,072 of votes Abstention approves the appointment Mr. Costin-Mihai PĂUN, as provisional member of the Supervisory Board of NPG Transelectrica starting the date of June 22, 2023.
5. Regarding item 1^1 on the agenda, the Shareholders' General Assembly, by 46,838,405 of votes For representing 89.46662% of the total number of votes cast, by 5,514,535 of votes Against representing 10.53338% of the total number of votes cast and by 4,576,470 votes Abstention approves the appointment Mr. Gheorghe STERP VINGĂRZAN, as provisional member of the Supervisory Board of NPG Transelectrica starting the date of June 22, 2023.
6. Regarding item 1^1 on the agenda, the Shareholders' General Assembly, by 46,838,405 of votes For representing 89.46662% of the total number of votes cast, by 5,514,535 of votes Against representing 10.53338% of the total number of votes cast and by 4.576,470 votes Abstention approves the appointment Mr. Alexandru-Cristian VASILESCU, as provisional member of the Supervisory Board of NPG Transelectrica starting the date of June 22, 2023.
7. Regarding item 1^1 on the agenda, the Shareholders' General Assembly, by 46.838.405 of votes For representing 89,46662% of the total number of votes cast, by 5.514.535 of votes Against representing 10.53338% of the total number of votes cast and by 4.576.470 votes Abstention approves the appointment Mrs. Luminița ZEZEANU, as provisional member of the Supervisory Board of NPG Transelectrica starting the date of June 22, 2023.
8. Regarding item 2^1 on the agenda, the Shareholders' General Assembly, by 47,104,803 of votes For representing 89.51995% of the total number of votes cast, by 5,514,535 of votes Against representing 10.48005% of the total number of votes cast and by 4,310,072 of votes Abstention approves the establishing of the length of time for the mandate of the provisional members of the Supervisory Board of NPG Transelectrica for a period of time of four months starting June 22, 2023 until October 21, 2023.
9. Regarding item 3 on the agenda, the Shareholders' General Assembly, by 47,104,803 of votes For representing 89.51995% of the total number of votes cast, by 5,514,535 of votes Against representing 10.48005% of the total number of votes cast and by 4,310,072 of votes Abstention approves the establishing of the fixed allowance of the members of the Supervisory Board of the Company in the amount of 17,926 RON gross/month.
10. Regarding item 4 on the agenda, the Shareholders' General Assembly, by 47,104,803 of votes For representing 89.51995% of the total number of votes cast, by 5,514,535 of votes Against representing 10.48005% of the total number of votes cast and by 4,310,072 of votes Abstention approves the form of the mandate contract that is about to be concluded with the provisional members of the Supervisory Board as being in accordance with the model of the mandate contract submitted by the Government's General Secretariat through letter no. 20/18134/MN/31.05.2023 and the representative of the Government's General Secretariat is empowered to sign the contract mandates in the name of the Company in the Shareholders'General Ordinary Assembly with the people appointed as provisional members of the Supervisory Board.
11. Regarding item 9 on the agenda, the Shareholders' General Assembly, by 56,929,279 of votes For representing 99.99977% of the total number of votes cast, by 131 of votes Against representing 0.00023% of the total number of votes cast and by 0 votes Abstention approves establishing the date of July 07, 2023 as the registration date of the shareholders on whom the effects of the SOGA Decision will be reflected.
12. Regarding item 11 on the agenda, the Shareholders' General Assembly, by 56,929,279 of votes For representing 99.99977% of the total number of votes cast, by 131 of votes Against representing 0.00023% of the total number of votes cast and by 0 votes Abstention approves empowering the chairperson of the meeting, Florin Cristian TĂTARU, to sign the Decision of the Shareholders' Ordinary General Assembly, as well as the necessary documents regarding the registration and publication of the SOGA Decision, according to the legal provisions. The assembly chairperson may empower other persons to fulfill the formalities of publicity and registration of the SOGA Decision.
The Shareholders' ordinary general assembly of National Power Grid Company Transelectrica S.A., 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 3, 2-4 Olteni Street, "PLATINUM Center" building, 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 June 19, 2023, 10:00 h, attended by shareholders representing 77.66299% of the share capital and 77.66299% of the total voting rights, in accordance with the provisions of Company Law no. 31/1990, republished, with later amendments and additions, of Law no. 24/2017 on issuers of financial instruments and market operations, republished, with later amendments and additions and of FSA Regulation no. 5/2018 on issuers of financial instruments and market operations, with later amendments and additions, issues the following
With respect to the agenda items under nos. 5, 6, 8, 9, 10 and 11 as follows:
| No. | Destination | Amount (RON) |
|---|---|---|
| 1 | Accounting profit remaining after income tax on December 31, 2022 |
514,572,741 |
| Distribution of accounting profit to these destinations: | ||
| a | Legal reserve (5%) | 8,679,665 |
| b | Other reserves representing provided fiscal facilities – exempting from payment the reinvested profit |
71,849,896 |
| c | Other law provided destinations – revenues achieved in 2022 from interconnection capacity allocation (net of income tax and legal reserve) |
331,218,663 |
| 2 | Remaining profit to be distributed (1-a-b-c) | 102,824,517 |
| d | Employees' participation to profit | - |
| e | Dividends owed to shareholders | 52,045,231 |
|---|---|---|
| f | Other reserves - own sources of financing | 50,779,286 |
| g | Undistributed profit | - |
| 3 | Total distributions (a+b+c+e+f) | 514,572,741 |
according to Note no. 24490/16.05.2023.
Regarding item 6 on the agenda, the Shareholders' General Assembly, by 56,929,279 of votes For representing 99.99977% of the total number of votes cast, by 131 of votes Against representing 0.00023% of the total number of votes cast and by 0 votes Abstention approves the distribution of dividends from the profit recorded on 31.12.2022, with a gross dividend of 0.71 lei/share, according to Note no. 24549/16.05.2023.
Regarding item 8 on the agenda, the Shareholders' General Assembly, by 56,929,279 of votes For representing 99.99981% of the total number of votes cast, by 110 of votes Against representing 0.00019% of the total number of votes cast and by 0of votes Abstention approves/does not approve establishing the date of July 6, 2023 as the "ex date", the calendar date from which the Company's shares subject to the Resolution of the Ordinary General Shareholders' Meeting are traded without the rights deriving from that resolution.
Regarding item 9 on the agenda, the Shareholders' General Assembly, by 56,929,279 of votes For representing 99.99977% of the total number of votes cast, by 131 of votes Against representing 0.00023% of the total number of votes cast and by 0 votes Abstention approves establishing the date of July 07, 2023 as the registration date of the shareholders on whom the effects of the SOGA Decision will be reflected.
Regarding item 10 on the agenda, the Shareholders' General Assembly, by 56,929,279 of votes For representing 99.99977% of the total number of votes cast, by 131 of votes Against representing 0.00023% of the total number of votes cast and by 0 votes Abstention approves establishing the date of July 27, 2023 as the "payment date" of the dividends distributed from the profit recorded on 12/31/2022.
Regarding item 11 on the agenda, the Shareholders' General Assembly, by 56,929,279 of votes For representing 99.99977% of the total number of votes cast, by 131 of votes Against representing 0.00023% of the total number of votes cast and by 0 votes Abstention approves empowering the chairperson of the meeting, Florin Cristian TĂTARU, to sign the Decision of the Shareholders' Ordinary General Assembly, as well as the necessary documents regarding the registration and publication of the SOGA Decision, according to the legal provisions. The assembly chairperson may empower other persons to fulfill the formalities of publicity and registration of the SOGA Decision.
Executive Director General Directorate Chairman
Ştefăniţă MUNTEANU Florin Cristian TĂTARU
Directorate Member
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.