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

Notice of OGSM Update on September 27/28, 2018

Release Date: 9/12/2018 1:32:13 PM

IRIS Code: D9F25

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: September 12, 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

 

COMPLETING THE CONVENING NOTICE FOR THE SHAREHOLDERS’ GENERAL ORDINARY ASSEMBLY (according to the request of the Romanian State shareholder represented by the Ministry of Economy- Department for Privatisation and Administration of State Participations)

 

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 12 september 2018, taking into account the request of the Romanian State shareholder represented by the Ministry of Economy, holder of 43,020,309 shares representing 58.6882% of the Company’s share capital, expressed in letter no 4784/11.09.2018 (registered under no 37954/11.09.2018) from the Ministry of Economy- Department for Privatisation and Administration of State Participations, in accordance with article 1171 of the 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, are adding the agenda of the Shareholders’ general ordinary assembly that will take place on 27 september 2018, 10:00 h in Bucharest 3, str. Olteni no. 2-4, PLATINUM Centre Building, 11th floor, Meeting room 1112, initially published in Romania’s Official Gazette, Part IV, no. 3292/27.08.2018 and in Bursa Daily no. 151(6212)/27.08.2018, with the following items:

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

2.       Settling a two months’ term for the mandates of provisional members; 

3.       Establishing the form of the addendum to be signed with the provisional members in the Supervisory Board of the National Power Grid Company Transelectrica SA and empowering the Ministry of Economy’s representative in view of signing the addendums;

Thus the ordinary reunion convened on 27 september 2018, 10:00 h Bucharest 3, str. Olteni no. 2-4, PLATINUM Centre Building, 11th floor, Meeting room 1112, for all shareholders recorded in the Company’s Shareholder Register at the end of 17 september 2018 will have 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.          Appointing provisional members in the Supervisory Board of the National Power Grid Company Transelectrica SA beginning with 30 September 2018;

12.          Settling a two months’ term for the mandates of provisional members; 

13.          Establishing the form of the addendum to be signed with the provisional members in the Supervisory Board of the National Power Grid Company Transelectrica SA and empowering the Ministry of Economy’s representative in view of signing the addendums;

14.          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;

15.          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 ordinary assembly will be held on 28 september 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 ordinary assembly.

The draft Decision of the Shareholders’ general ordinary assembly and reunion materials (documents or information about the agenda items) are available beginning with 27 august 2018, namely 14 september 2018, in electronic format, both in Romanian and in English on the Company’s website (www.transelectrica.ro), page Investor Relations/AGA and can also be procured from the following address: PLATINUM Centre, str. Olteni 2-4, Bucharest 3 on week-days, 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: +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 40 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 model of 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). Such 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 elaborated 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.

Only shareholders registered on the reference date 17 september 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 august 2018, namely 14 september 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 on the electronic signature by e-mail to: irina.racanel@transelectrica.ro. The special power of attorney will be submitted in a closed envelope marked “Special power of attorney – for the AGOA Secretariat 27/28 september 2018” by 27 september 2018, 10:00 h for the first convocation, namely by 28 september 2018, 10:00 h, for the second convocation.

Shareholders registered on the reference date can vote by correspondence before the Shareholders’ general ordinary assembly using the correspondence voting form made available both in Romanian and in English beginning with 27 august 2018, namely 14 september 2018 on the Company’s website (www.transelectrica.ro), page Investor relations/AGA. The vote by correspondence can be cast by a representative only in case he/she has received from the shareholder he/she represents a special/general power of attorney that is submitted to the Company as specified above.

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 AGOA Secretariat AGOA 27/28 september 2018”, by post or courier services to the following address: PLATINUM Centre Building, str. Olteni no. 2-4, postal code 030786, Bucharest 3, by 27 september 2018, 10:00 h for the first convocation, namely by 28 september 2018, 10:00 h for the second convocation.

Additional information can be obtained from the phone number +40 722.314.610, 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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