To the: Bucharest Stock Exchange – Department of Operations Issuers Regulated Markets
Financial Supervision Authority - General Directorate Supervision - Issuers Division
Date of current report: July 22, 2022
Name of Issuer Company: NPG Co. TRANSELECTRICA S.A., managed under two-tier system
Headquarters: Bucharest 3, 2-4 Olteni Street
Phone/fax numbers: 021 30 35 611/021 30 35 610
Single registration code: 13328043
LEI code: 254900OLXCOUQC90M036
Number in the Trade Register: J40/8060/2000
Share capital subscribed and paid: 733,031,420 LEI
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 August 18/19, 2022
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. 20/21589/M.N./22.07.2022 (registered with Transelectrica under no. 34860 /22.07.2022), 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 18/19.08.2022, 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 August 5, 2022, initially published in the Official Gazette of Romania, Part IV, no. 3040/18.07.2022 and in News issue no. 505/2022, with the following items:
1. “Appointment of 7 provisional members of NPG Co. Transelectrica S.A. Supervisory Board, with a term of office of four months, starting with August 22, 2022 and until December 21, 2022.”
2. “Approval of the fixed allowance of the members of NPG Co. Transelectrica S.A. Supervisory Board, in the amount of 17,926 lei gross/month.”
3. “Approval of the form of the mandate contract to be concluded with the provisional members of NPG Co. Transelectrica S.A. Supervisory Board and empowering the representative of the majority shareholder, the General Secretariat of the Government, in the Shareholders’ Ordinary General Assembly to sign on the Company’s behalf the mandate contracts with the persons appointed as provisional Supervisory Board members.”
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 18/19 August, 2022.
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;
The complete request of the majority shareholder can be read on the Company’s website (www.transelectrica.ro), Investors Relations page/SGA/18/19 August 2022/documents.
Taking into account the request of the majority shareholder to supplement the SOGA meeting agenda convened for August 18/19, 2022, namely introducing the item having as subject “appointment of 7 provisional members of NPG Co. Transelectrica S.A. Supervisory Board”, in accordance with the law, the shareholders have the right to make proposals regarding the candidates for the positions of Supervisory Board members until 01.08.2022, 16:00 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 04.08.2022, the date before the reference date. 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 will be 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.
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 01.08.2022, 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 01.08.2022, 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: firstname.lastname@example.org 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 August 2, 2022, 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/18/19 August 2022, on August 04, 2022, date prior to the reference date.
Executive Director General