To: Bucharest Stock Exchange – Department of Operations Issuers Regulated Markets
Financial Supervision Authority - General Directorate Supervision - Issuers Division
Date of the current report: January 30, 2023
Name of issuer Company: National Power Grid Transelectrica, managed under two tier system
Headquarters: Bucharest 3rd district, 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 RON
Regulated market where the issued securities are transacted: Bucharest Stock Exchange
Important event to report: Request by the majority shareholder, supplementing the SOGA agenda, convened for February 16/17, 2023
National Power Grid Company “Transelectrica” S.A. informs the investor public that the majority shareholder, the Romanian State, through the General Secretariat of the Government, holder of 43,020,309 shares, representing 58,688% of the Company’s share capital, by address no. 20/1544/M.N./30.01.2023 (registered with Transelectrica under no. 4603/30.01.2023), pursuant to art. 105 para. (3) of Law no. 24/2017 on the issuers of financial instruments and market operations, republished, corroborated with the provisions of art. 1171 of Company Law no. 31/1990, republished, with later amendments and additions, requests supplementing the agenda of the Shareholders’ Ordinary General Assembly scheduled for 16/17.02.2023, 10:00 h, in Bucharest 3, 2 – 4 Olteni Street, “PLATINUM Center” building, 11th floor, Meeting room no. 1112, for all shareholders registered in the Company’s Shareholders’ Register at the end of February 6, 2023, initially published in the Official Gazette of Romania, Part IV, no. 210/16.01.2023 and in News issue no. 629/16.01.2023, with the following items:
1. "The appointment of the provisional members of the Supervisory Board of the National Company of Transport of Electric Energy "Transelectrica" S.A., starting on February 22, 2023.
2. "Establishing the term of office of the provisional members of the Supervisory Board of C.N.T.E.E. Transelectrica S.A. for a period of four months, starting on February 22, 2023 and ending on June 21, 2023".
At the same time, we inform you that, pursuant to art. 105 para. (3) of Law no. 24/2017 regarding the issuers of financial instruments and market operations, republished, the Romanian State shareholder, through the General Secretariat of the Government, also sent draft decisions related to the items with which it requested supplementing the SOGA agenda of 16/17 February, 2023.
The proposals of the General Secretariat of the Government for the appointment as provisional Supervisory Board members are the following:
1. ATANASIU Teodor, domiciled in Bucharest, engineer;
2. DASCAL Catalin-Andrei, domiciled in Bucharest, jurist;
3. ORLANDEA Dumitru Virgil, domiciled in Salistea Town, Sibiu County, professor;
4. PAUN Costin-Mihai, domiciled in Bucharest, engineer;
5. STERP VINGARZAN Gheorghe, domiciled in Sibiu Town, Sibiu County, economist;
6. VASILESCU Alexandru-Cristian, domiciled in Fetesti Town, Ialomita County, engineer;
7. ZEZEANU Luminita, domiciled in Bucharest, economist;
We also bring to your attention that the majority shareholder, through the General Secretariat of the Government, sent the draft resolutions related to points 3 and 4 of the agenda. The complete request of the majority shareholder can be read on the Company’s website (www.transelectrica.ro), Investors Relations page/SGA/16/17 February 2023/documents.
Taking into account the request of the majority shareholder to supplement the SOGA meeting agenda convened for February 16/17, 2023, namely introducing the item having as subject "Appointment of the provisional members of the Supervisory Board of the National Electric Power Transport Company "Transelectrica" S.A", in accordance with the law, the shareholders have the right to make proposals regarding the candidates for the positions of Supervisory Board members until 01.02.2023, 16:00 h.
We remind you that each candidate will fill in and sign an affidavit. By this he/she will declare that he/she fulfills/respects the obligations provided in art. 34 para. 2 of Law no. 123/2012 and art. 40 of the Articles of Association and undertakes that within a maximum of 3 days, since an incompatibility such as those provided in art. 34 para. 2 let. a), b), and c) of the Law on electricity and natural gas no. 123/2012, with later amendments and additions, and in art. 40 of the Company’s Articles of Association, to notify in writing the executive management of NPG Co. Transelectrica S.A.. The affidavit template is posted both in Romanian and in English on the Company’s website, together with the correspondence voting forms and with the special power of attorney. At the same time, the affidavit template can be requested at the address: “PLATINUM Center”, 2-4 Olteni Street, Bucharest 3, on weekdays, between 08:00 h and 15:00 h.
Proposals shall be accompanied by information on the name, place of residence, professional qualification of the persons proposed for the respective positions and the statement referred to in the previous paragraph. The list containing information on the name, place of residence and professional qualification of the persons proposed for the position of Supervisory Board member will be available to the shareholders, and can be consulted and supplemented by them. Based on the proposals received by the deadline, the Company will make available to shareholders the proposals for the positions of Supervisory Board members and the related information in electronic format, both in Romanian and in English, on the Company’s website ( www.transelectrica.ro), Investor Relations/SGA page, the final list of proposals, to be posted until 03.02.2023, the date before the reference date.
Also, the shareholders who hold individually or, as the case may be, together at least 5% of the share capital may request, no later than 01.02.2023, 16:00 h, but at most once in a financial year, the cumulative voting for the election of the Company’s Supervisory Board members. If the request is made by shareholders whose holdings are less than 10% of the share capital, the application of this method will be subject to a vote in SOGA. If the request is made by shareholders whose holdings are greater than 10% of the share capital, the application of the cumulative voting for the election of the Company’s Supervisory Board members will be mandatory.
The rights provided in the previous paragraphs can be exercised only in writing, the shareholders will submit the request, no later than 01.02.2023, 16:00 h, either by mail or courier service (at: Bucharest 3, 2–4 Olteni Street, “PLATINUM Center” building), or by electronic means of communication (e-mail: email@example.com or fax: +4021.303.56.10) to the attention of Mrs. Irina Racanel.
The Company will publish the updated form of the Convening Notice on February 01, 2023, and the updated correspondence voting form and special power of attorney, meeting documents and draft decision will be made available to shareholders on the Company’s website (www.transelectrica. ro), page Investor Relations/SGA/16/17 February 2023, on February 03, 2023, date prior to the reference date.
Florin Cristian TATARU
Executive Director General