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

OGSM resolutions on March 05, 2018

Release Date: 3/5/2018 1:41:18 PM

IRIS Code: C8FB2

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: March 05, 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. 3 Of the Shareholders’ General Ordinary Assembly of the National Power Grid Company Transelectrica SA of 05 March 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 05/06 march 2018, 10:00 h, Attended by shareholders representing 70,83342% of the share capital and 70,83342% 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. 1, 2, 3, 4, 5, 6, 9 and 10 as follows:

 

1. Regarding item 1 on the agenda with the vote “for” of the shareholders representing 100% of the total valid casted vote, it is approved The Investment Programme for the financial year 2018 and the estimations for 2019 and 2020 in accordance with the Letter no 4679/31.01.2018.

2. Regarding item 2 on the agenda with the vote “for” of the shareholders representing 100% of the total valid casted vote, it is approved the Income and Expense Budget of the National Power Grid Company Transelectrica S.A. for the year 2018 and the estimations for 2019 and 2020 in accordance with the Letter no 4399/30.01.2018.

 

3. Regarding item 3 on the agenda with the vote “for” of the shareholders representing 95,21484% of the total valid casted vote, it is approved the increase of the monthly gross permanent compensation of the Supervisory Board members from 4,435 lei to 5,319 lei in order to apply the GEO no 79/2017 for the amending and completing of the Law no 227/2015 regarding the Tax Code and the GEO no 90/2017 regarding some fiscal - budgetary measures, the amending and completing of some normative acts and the extension of some deadlines in accordance with Letter no 2791/30.01.2018.

 

4. Regarding item 4 on the agenda with the vote “for” of the shareholders representing 95,21484% of the total valid casted vote, it is approved the conclusion of additional acts to mandate contracts concluded with the Supervisory Board temporary members for the implementation of GEO no 79/2017 to amend and complete Law no 227/2015 regarding the Tax Code and the GEO no 90/2017 regarding some fiscal - budgetary measures, the amending and completing of some normative acts and the extension of some deadlines in accordance with the model attached to Letter no 2791/30.01.2018.

5. Regarding item 5 on the agenda with the vote “for” of the shareholders representing 100% of the total valid casted vote, it is approved to empower a representative of the Romanian state in the Shareholders’ General Assembly in order to sign the additional acts to mandate contracts of The Supervisory Board temporary members, having as subject the increase of the monthly gross permanent compensation.

6. Regarding item 6 on the agenda with the vote “for” of the shareholders representing 100% of the total valid casted vote, it is approved the purchase of legal consultancy, assistance and/or representation services of the National Power Grid Company Transelectrica S.A. in relation with current and potential litigation in which the Company is or might be in contradiction with current/former members of the Supervisory Board and of the Board of Directors for the execution of the mandate contracts concluded with them and the empowering of  the Board of Directors of the National Power Grid Company Transelectrica S.A. to carry out the legal steps required for the contracting of legal consultancy, assistance and/or representation services mentioned above as well as to sign the contract with the law company in accordance with Letter no 3761/25.01.2018.

7. Regarding item 9 in the agenda, 22 march 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.

8. Regarding item 10 in the agenda, with the “for” vote of shareholders representing 100% from the total number of validly cast votes the assembly chairperson Georgeta Corina POPESCU 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. Georgeta Corina POPESCU can also mandate other persons to carry out the publicity and registration formalities for the Decision of the Shareholders’ general ordinary assembly.

 

 

Georgeta - Corina POPESCU

 

 

Florin–Cristian TATARU

Executive Director General

Directorate Chairwoman

 

 

Directorate Member

 

 

 

 

 

 



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