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

OGSM & EGSM resolutions on January 21, 2019

Release Date: 1/21/2019 4:35:10 PM

IRIS Code: F6160

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: 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

 

DECISION No. 1 of the Shareholders’ General Ordinary Assembly of the National Power Grid Company Transelectrica SA of January 21, 2019

 

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

 

D E C I S I O N:

With respect to the agenda items under no. 1, 2 and 3 as follows:

 

1.                 As regards item 1 on the agenda, BDO AUDIT SRL is appointed financial auditor of the NPG Co. Transelectrica SA with the “for” vote of shareholders representing 100% of the total number of validly cast votes, for a period of three years.

 

2.            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.

 

3.            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 Danut CARASOL, 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 Danut CARASOL can mandate other persons to carry out the publicity and registration formalities for the Decision of the Shareholders’ general ordinary assembly.

 

Marius – Danut CARASOL

 

 

Constantin SARAGEA

Executive Director General

Directorate Chairman

 

Directorate Member

  

DECISION No. 2 of the Shareholders’ General Extraordinary Assembly of the National Power Grid Company Transelectrica SA of January 21, 2019

 

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

 

D E C I S I O N:

 

With respect to the agenda items under nos. 1, 2, 3 and 4 as follows:

 

1.                   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.

2. 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.

 

3. 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.

 

4. 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 Danut CARASOL 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 Danut CARASOL can also mandate other persons to carry out the publicity and registration formalities for the Decision of the Shareholders’ general extraordinary assembly.

 

Marius – Danut CARASOL

 

 

Constantin SARAGEA

Executive Director General

Directorate Chairman

 

Directorate Member

 



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