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

OGSM resolutions on May 29, 2018

Release Date: 5/29/2018 2:17:45 PM

IRIS Code: 8D702

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, Regulation 1/2006 and BSE Code

Date of the report: May 29, 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

 

DECISION No. 7 Of the Shareholders’ General Ordinary Assembly of the National Power Grid Company Transelectrica SA of 29 may 2018

 

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 29 may 2018, 10:00 h, attended by shareholders representing 65,25058 % of the share capital and 65,25058 % of the total voting rights, in accordance with the provisions of the Company law 31/1990, republished, with later amendments and additions, of Law 24/2017 on the issuers of financial instruments and market operations, of Law 297/2004 on the capital market, with later amendments and additions, of the National Securities Commission’s Regulations 1/2006 on issuers and security operations and 6/2009 on exercising certain shareholders’ rights in the general assemblies of trading companies, issue the following

 

D E C I S I O N:

 

With respect to the agenda items under nos. 2, 8 and 9 as follows:

 

1.1. Regarding item 2 on the agenda with the vote ‘for’ of the shareholders representing 99,97219% of the total valid casted vote, Mr. Gheorghe OLTEANU is appointed as temporary member of The Supervisory Board of The National Power Grid Company Transelectrica SA beginning on May 31st 2018.

1.2. Regarding item 2 on the agenda with the vote ‘for’ of the shareholders representing 99,97219% of the total valid casted vote, Mr. Ion CIUCULETE is appointed as temporary member of The Supervisory Board of The National Power Grid Company Transelectrica SA beginning on May 31st 2018.

1.3. Regarding item 2 on the agenda with the vote ‘for’ of the shareholders representing 99,97219% of the total valid casted vote, Mr. Liviu ILASI is appointed as temporary member of The Supervisory Board of The National Power Grid Company Transelectrica SA beginning on May 31st 2018.

1.4. Regarding item 2 on the agenda with the vote ‘for’ of the shareholders representing 96,98128% of the total valid casted vote, Mr. Adrian MITROI is appointed as temporary member of The Supervisory Board of The National Power Grid Company Transelectrica SA beginning on May 31st 2018.

1.5. Regarding item 2 on the agenda with the vote ‘for’ of the shareholders representing 99,97219% of the total valid casted vote, Mr. Alin –Sorin MITRICA is appointed as temporary member of The Supervisory Board of The National Power Grid Company Transelectrica SA beginning on May 31st 2018.

1.6. Regarding item 2 on the agenda with the vote ‘for’ of the shareholders representing 99,97219% of the total valid casted vote, Mr. Fanel MIHALCEA is appointed as temporary member of The Supervisory Board of The National Power Grid Company Transelectrica SA beginning on May 31st 2018.

1.7. Regarding item 2 on the agenda with the vote ‘for’ of the shareholders representing 99,97219% of the total valid casted vote, Mr. Constantin DUMITRU is appointed as temporary member of The Supervisory Board of The National Power Grid Company Transelectrica SA beginning on May 31st 2018.

 

2. Regarding item 8 in the agenda, 18 june 2018 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. Regarding item 9 in the agenda, with the “for” vote of shareholders representing 100% from the total number of validly cast votes the assembly chairperson Adrian Constantin RUSU is mandated to sign the Decision of the Shareholders’ general ordinary assembly and the documents necessary to register and publish such Decision of the Shareholders’ general ordinary assembly according to legal provisions. Adrian Constantin RUSU can also mandate other persons to carry out the publicity and registration formalities for the Decision of the Shareholders’ general ordinary assembly.

 

DECISION No. 8 Of the Shareholders’ General Ordinary Assembly of the National Power Grid Company Transelectrica SA of 29 may 2018

 

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 29 may 2018, 10:00 h, attended by shareholders representing 65,25058 % of the share capital and 65,25058 % of the total voting rights, in accordance with the provisions of the Company law 31/1990, republished, with later amendments and additions, of Law 24/2017 on the issuers of financial instruments and market operations, of Law 297/2004 on the capital market, with later amendments and additions, of the National Securities Commission’s Regulations 1/2006 on issuers and security operations and 6/2009 on exercising certain shareholders’ rights in the general assemblies of trading companies, issue the following

 

 

D E C I S I O N:

 

With respect to the agenda items under nos. 3, 4,5, 6, 7, 8 and 9 as follows:

 

 

1.             Regarding item 3 on the agenda with the vote ‘for’ of the shareholders representing 99,97219% of the total valid casted vote, it is established the mandate validity of the temporary managers to be of four months beginning on 31.05.2018.

2.         Regarding item 4 on the agenda with the vote ‘for’ of the shareholders representing 99,97219% of the total valid casted vote, 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.

3.         Regarding item 5 on the agenda with the vote ‘for’ of the shareholders representing 99,97219% of the total valid casted vote, 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 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.

4. Regarding item 6 on the agenda with the vote ‘for’ of the shareholders representing 99,99998% of the total valid casted vote, the discussion of the topic regarding the approval of the Board of Supervisors’ profile is postponed.

5. Regarding item 7 on the agenda with the vote ‘for’ of the shareholders representing 99,99998% of the total valid casted vote, the discussion of the topic regarding the approval of the candidates’ profile is postponed.

6. Regarding item 8 in the agenda, 18 june 2018 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.

 

7. Regarding item 9 in the agenda, with the “for” vote of shareholders representing 100% from the total number of validly cast votes the assembly chairperson Adrian Constantin RUSU is mandated to sign the Decision of the Shareholders’ general ordinary assembly and the documents necessary to register and publish such Decision of the Shareholders’ general ordinary assembly according to legal provisions. Adrian Constantin RUSU can also mandate other persons to carry out the publicity and registration formalities for the Decision of the Shareholders’ general ordinary assembly.

 

 

 

Adrian – Constantin RUSU

 

Executive Director General

Directorate Chairman

 

Andreea – Georgiana FLOREA

             

              Directorate Member

 

 

 



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