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C.N.T.E.E. TRANSELECTRICA - TEL

Notice of OGSM on September 27, 2018

Release Date: 8/24/2018 1:14:58 PM

IRIS Code: F1623

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 the report: August 24, 2018

Name of the Issuer Company: National Power Grid Co. Transelectrica SA, managed under two tier system

Headquarters: Bucharest 1, Blvd. Magheru no. 33

Working location: no. 2-4, Olteni Street, Bucharest 3

Phone/fax number: 4021 3035 611/4021 3035610

Single Registration Code: 13328043

LEI Code: 254900OLXCOUQC90M036

Number in the Commercial Register: J40/8060/2000

Share capital subscribed and paid: 733,031,420 RON

Regulated market where the issued securities are transacted: Bucharest Stock Exchange

 

CONVENING THE SHAREHOLDERS’ GENERAL ORDINARY ASSEMBLY

 

The Directorate of the National Power Grid Company Transelectrica SA, managed under two-tier system, seated in Blvd. General Gheorghe Magheru no. 33, Bucharest 1, registered with the Office of the Commercial Register under no. J40/8060/2000, single (fiscal) registration code 13328043, (the ‘Company’), having assembled on 24.08.2018, are convening, 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, of Emergency Ordinance 109/2011 on the corporative governance of public enterprises, with later amendments and additions, and of the Company’s Articles of association updated on 09 November 2017, the Shareholders’ general extraordinary assembly on 27.09.2018, 10:00 h in Bucharest 3, str. Olteni no. 2-4, PLATINUM Centre Building, 11th floor, Meeting room 1112, for all shareholders that are recorded in the Company’s Shareholder Register at the end of 17.09.2018 (reference date), having the following

AGENDA:

1.             Appointing the members in the Supervisory Board of the National Power Grid Company Transelectrica SA beginning with 30 September 2018;

2.             Establishing the remuneration of Supervisory Board members;

3.             Approving the form of the mandate contract to be concluded with Supervisory Board members and mandating the person that will sing such mandate contracts of Supervisory Board members on behalf of the Company;

4.             Initiating the selection procedure for members in the Supervisory Board of the National Power Grid Company Transelectrica SA;

5.             Approving the profile of the Supervisory Board;

6.             Approving the candidates' profile for positions of Supervisory Board members;

7.             Providing the half-yearly report of the Supervisory Board of the National Power Grid Company Transelectrica SA about the administration activities (January - June 2018);

8.             Amiable ending of audit contract no. C 210 / 30.10.2017 with Co. Deloitte Audit SRL.

9.             Mandating the Company Directorate to initiate the procurement procedure in view of contracting the financial audit service and the Shareholders' General Assembly will establish the minimum term of the financial audit contract;

10.          Rectifying the Company's 2018 Revenue & Expense Budget;

11.          Setting 16.10.2018 as registration date of the shareholders on whom will fall the effects of the Decision taken by the Shareholders’ general extraordinary assembly;

12.          Mandating the assembly chairman to sign the Decision of the Shareholders’ general extraordinary assembly, an the documents necessary in order to register and publish such Decision of the Shareholders’ general extraordinary assembly according to legal provisions.

 

In case the required quorum cannot be reached on the fore-mentioned date, the Shareholders’ general extraordinary assembly will be held on 28.09.2018, 10:00 h in Bucharest 3, str. Olteni no. 2-4, PLATINUM Centre Building, 11th floor, Meeting room 1112, having the same agenda.

On the convened date, the Company’s share capital is 733,031,420 lei and consists of 73,303,142 nominative dematerialised shares of 10 Lei nominal value, each share providing the right to one vote in the Shareholders’ general extraordinary assembly.

In case shareholders will transmit draft decisions with respect to items 1, 3, 4, 5 and 6 in the agenda the Company will place the additional materials, draft decisions, the correspondence voting form and the special power of attorney at the shareholders’ disposal by 14 September 2018, which is previous to the reference date.

The draft decision of the shareholders’ general ordinary assembly and the reunion materials (documents or information about the issues recorded in the agenda) are available beginning with 27.08.2018, in electronic format both in Romanian and in English on the Company’s website (www.transelectrica.ro), page Investor Relations / AGA and can be obtained from the following address: PLATINUM Centre, str. Olteni no. 2-4, Bucharest 3 on weekdays, 08:00 ÷ 15.00 h.

Each shareholder has the right to ask questions about the items on the General assembly’s agenda, to which answers will be posted on the Company’s website. Questions can be submitted in writing, either by mail or courier service (at: Bucharest 3, Str. Olteni no. 2-4, PLATINUM Centre Building) or by electronic means (e-mail: irina.racanel@transelectrica.ro or fax: 021.303.56.10) to the attention of Mrs. Irina Racanel.

Shareholders representing individually or jointly at least 5% of the share capital are entitled:

– to introduce items in the agenda of the general assembly, provided each item is accompanied by justification or by draft decision proposed to be passed by the General assembly, within 15 days at the most from the publication date of the convening notice, namely 11.09.2018;

– to submit draft decisions for the items included or proposed to be included in the agenda of the general assembly, within 15 days at the most from the publication date of the convening notice, namely 11.09.2018.

The rights provided above can be exercised only in writing and the shareholders will forward the request no later than 11.09.2018, either by post or courier services (at the following address: Bucharest 3, str. Olteni no. 2-4, PLATINUM Centre Building), or by electronic communication (e-mail: irina.racanel@transelectrica.ro or by fax to the number: +4021.303.56.10) to the attention of Mrs. Irina Racanel.

Shareholders enlisted on the reference date in the Company’s Shareholders’ register, notified by the Central Depositary, that directly or indirectly hold participation of at least 5% from the Company’s share capital are compelled to fill in and submit a liability statement according to the provisions of article 34 para 2 from the Electricity and natural gas law 123/2012, with later amendments and additions, of article 17 para 8 and of article 39 from the Company’s Articles of association. Such statement will be accompanied by the summary of account positions to date / the statement of account showing the portfolio of shares held by it to the economic operators carrying out power generation or supply activities, issued by the Participant / Central Depositary. The template pattern of the statement form will be posted both in Romanian and in English on the Company’s site together with the correspondence voting forms and the special powers of attorneys. This form can be also obtained from the following address: PLATINUM Centre, str. Olteni 2-4, Bucharest 3 on week-days, 08:00 - 15:00 h. The responsibility of the statements in terms of compliance with applicable legal and statutory provisions devolves exclusively on each shareholder individually (article 326 of the Criminal Code approved by Law 286/2009 with later amendments and additions). The statement together with the statement of account / summary of account positions to date will be filled in, signed by the shareholder and submitted in the original to the Company before the reunion of the Shareholders’ general assembly.

The capacity of shareholder as well as, in case of legal person shareholders or of entities without legal personality, the capacity of legal representative is ascertained according to the list of shareholders on the reference/registration date received by the Company from the Central Depositary or, as the case may be, for different reference/registration dates according to the following documents that the shareholder submits to the issuer, issued by the central depositary or by the participants defined in article 168 para (1) let. b) from Law 297/2004, with later amendments and additions, that provide custody services:

    a) The statement of account showing the capacity of shareholder and the number of shares held;

    b) The documents certifying the registration of the information about the legal representative with the central depositary / the respective participants.

Documents certifying the capacity of legal representative issued in a foreign language, other than English, will be accompanied by translation made by certified translator into Romanian or English. There is no need to legalise or apostille the documents certifying the capacity of shareholder’s legal representative. To identify the natural person shareholder, or as the case may be the legal representative of the legal person shareholder or entity without legal personality asking questions, proposing candidates, making proposals that add the agenda or submitting draft decisions, he/she will attach copies of the documents certifying his/her identity to such request.

The Company can accept the proof of the legal representative capacity according to documents considered relevant by the issuer, issued by the Office of the Trade Register or by a similar authority from the state where the shareholder is registered, within the validity term, in case the shareholder has not provided the central depositary / participant with proper information about his/her legal representative.

Only shareholders registered on the reference date 17.09.2018 can attend and vote, in person or by proxy.

The participation by proxy is possible using a special power of attorney, according to the form provided by the Company, or a general mandate complying with the provisions of article 92 from Law 24/2017 on the issuers of financial instruments and market operations, as per the terms of articles 200-207 from Regulation 5/2018 on the issuers of financial instruments and market operations.

The special power of attorney form both in Romanian and English will be also available in electronic format on the Company’s website (www.transelectrica.ro), page Investor relations/AGA beginning with 27.08.2018.

The special power of attorney in the original or the general mandate (a copy that should mention the conformity with the original and bear the representative’s signature), either in Romanian or in English will be submitted at Bucharest 3, str. Olteni no. 2-4, PLATINUM Centre Building, to the kind attention of Mrs. Irina Racanel, or will be transmitted bearing the extended electronic signature according to the provisions of Law 455/2001 of the electronic signature by e-mail to: irina.racanel@transelectrica.ro. The special power of attorney will be handed in a closed envelope marked “Special power of attorney – for the AGEA Secretariat 27/28.09.2018” by 27.09.2018, 10:00 h for the first convocation, and namely by 28.09.2018, 10:00 h for the second convocation.

Shareholders registered on the reference date can vote by correspondence before the Shareholders’ general extraordinary assembly using the correspondence voting form made available both in Romanian and in English beginning with 27.08.2018, on the Company’s website (www.transelectrica.ro), page Investor Relations / AGA. The vote by correspondence can be expressed by a representative only in case this one has received a special / general mandate from the shareholder he/she represents, which is submitted to the Company as per the fore-mentioned conditions, or the representative is a credit institution providing custody services, while complying with article 92 para 11 from Law 24/2017 on the issuers of financial instruments and market operations.

Correspondence voting forms either in Romanian or in English that have been filled in and signed by shareholders and are accompanied by a copy of the ID document of the natural person shareholder or, as the case may be, a copy of the ID document of the legal person shareholder’s representative, will have to get in the original by post or courier service, in closed envelope marked “Special power of attorney – for the AGEA Secretariat 27/28.09.2018” by 27.09.2018, 10:00 h for the first convocation, and namely by 28.09.2018, 10:00 h for the second convocation.

In case the initial convening notice is subsequently added new agenda items the Company will publish such convening addition according to legal provisions and will make available the updated additional assembly materials, the draft decision, the correspondence voting form and the form of the special power of attorney by 14.09.2018, which is previous to the reference date.

Additional information can be obtained from the phone number +40722.314.610, Mrs. Irina Racanel, technical secretary of the Shareholders’ general assembly.

 

 

Adrian – Constantin RUSU

 

 

Adrian – Mircea TEODORESCU

 

Executive Director General

Directorate Chairman

 

 

Directorate Member

 

 

 

         

 

 



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