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

Notice of OGSM on April 28(29), 2020

Release Date: 3/26/2020 6:00:03 PM

IRIS Code: F5FBD

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: March 26, 2020

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’), with the unanimous agreement of its members on 26.03.2020, 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 and of the Company’s Articles of association, the Shareholders’ general ordinary assembly on 28 april 2020, 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 16.04.2020 (reference date), having the following

AGENDA:

1.     Presentation of the Annual Report regarding the economic and financial activity of National Power Grid Company Transelectrica SA, according to the provisions of Law 24/2017 regarding the issuers of financial instruments and market operations and of Regulation 5/2018 issued by the Financial Supervisory Authority for the financial year ended on December 31, 2019;

2.     Presentation of the Half-Yearly Report of National Power Grid Company Transelectrica SA’s Supervisory Board on the management activity for July-December 2019;

3.     Presentation of the Financial Audit Reports on the stand-alone and consolidated annual financial statements, concluded by Transelectrica on  December 31, 2019;

4.     Approval of the Stand-alone Financial Statements of Transelectrica for the financial year 2019;

5.     Approval of the Consolidated Financial Statements of Transelectrica for the financial year 2019;

6.     Approval of the profit allocation after the deduction of the income tax as of December 31, 2019, in the amount of 96,030,957 lei, with the following destinations:

 

Destination

Amount (lei)

Accounting profit remaining after deducting income tax on 31

December 2019

96,030,957

Allocating accounting profit on the following destinations:

 

Legal reserve (5%)

5,354,023

Other reserves representing tax concessions provided by law - exemption from the payment of reinvested profit tax

51,752,203

Other allocations provided by the law - revenues of 2019 from the allocation of the interconnection capacity (net of income tax and legal reserve) - partially, within the net profit margin

38,924,731

Unallocated profit

-

 

7.     Approval of the establishment of the reserves related to the revenues from the transmission capacity allocation on the interconnection lines in 2019, from the non-taxable and taxable excess of the revaluation reserves upon change of the destination;

8.     Approval to cover the loss arising from the actuarial losses from the excess of the revaluation reserves taxable upon change of destination;

  1. Approval of the distribution of dividends from the retained earnings on balance as of 31.12.2019, with a gross dividend of 0.48 lei/share;

10.  Releasing of liability for the Directorate and Supervisory Board members for the financial year 2019;

11.  Presentation of the Report of the Nomination and Remuneration Committee of National Power Grid Company Transelectrica SA’s Supervisory Board;

12.  Presentation of the Report of the Audit Committee of Transelectrica’s Supervisory Board on the internal control and significant risk management systems within Transelectrica for 2019;

13.  Presentation of the Sustainability Report 2019;

14.  Presentation of the Consolidated Non-Financial Report 2019;

15.  Information on writing-off the shareholders’ right to dividends for 2016;

16.  Setting the date of June 3, 2020 as an "ex date", a calendar day since which Transelectrica’s shares, subject to the Decision of the Shareholders’ General Ordinary Assembly, are traded without the rights deriving from that Decision;

17.  Setting the date of June 04, 2020 as the registration date of the shareholders to which the effects of the Shareholders’ General Ordinary Assembly’s Decision apply;

18.  Setting the date of June 25, 2020 as the "payment date" of the dividends distributed from the retained earnings on balance as of 31.12.2019;

19.  Empowering the Chairman of the Meeting to sign the Decision of the Shareholders’ General Ordinary Assembly, the necessary documents regarding the registration and publication of the Decision of the SGOA at the Trade Register Office from Bucharest Tribunal.

In case the required quorum cannot be reached on the fore-mentioned date, the Shareholders’ general ordinary assembly will be held on 29.04.2020, 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 reunion materials (documents or information about the issues recorded in the agenda) are available beginning with 26.03.2020 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 10.04.2020;

– 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 10.04.2020.

Taking into account the agenda includes appointing some Supervisory Board members, shareholders are entitled to make proposals as per legal provisions regarding candidates for the Supervisory Board member positions until 10.04.2020.

The rights provided above can be exercised only in writing and the shareholders will forward the request no later than 10.04.2020, 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 16.04.2020 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 27.03.2020.

 

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 AGOA Secretariat 28/29.04.2020” by 28.04.2020, 10:00 h for the first convocation, and namely by 29.04.2020, 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 27.03.2020 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 AGOA Secretariat 28/29.04.2020” by 28.04.2020, 10:00 h for the first convocation, and namely by 29.04.2020, 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 15.042020, 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.

 

 

Catalin NITU

 

 

             Ionut-Bogdan GRECIA

Executive Director General

Directorate Chairman

 

             Directorate Member

 



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