Current report in compliance with art. 234 paragraph (1) letter a) and b) of the ASF Regulation no. 5/2018 regarding the issuers of financial instruments and market operations.
Reporting date: 30.01.2023
Name of the issuing entity: Societatea Nationala NUCLEARELECTRICA S.A.
Registered office: Strada Polona nr. 65, Sector 1, Bucuresti
Phone/fax number: 021-203.82.00 / 021 -316.94.00
Sole Registration Code with the Trade Register Office: 10874881 Order number: J40/7403/1998
Subscribed and paid share capital: 3.016.438.940 lei
Regulated market on which the issued securities are traded: Bucharest Stock Exchange
To: Bucharest Stock Exchange
Financial Supervisory Authority
Important event to be reported: The amended agenda of the Ordinary and Extraordinary General Meeting of SNN shareholders convened for 15.02.2023/16.02.2023
Societatea Nationala Nuclearelectrica S.A. (“SNN”) informs its shareholders and investors that, on 30.01.2023, the Board of Directors of SNN approved the amended convening notice for the Ordinary and Extraordinary General Meeting of SNN Shareholders scheduled for 15.02.2023/16.02.2023, supplementing the AGOA agenda with items 3, 4, 5, 6, and the AGEA agenda with items 2, 3, 4, following the receipt of a request to supplement the agenda on 27.01.2023 from the majority shareholder, the Ministry of Energy, as follows:
Request to amend the agenda of the Ordinary General Meeting of Shareholders convened for 15.02.2023 with the following items:
1. Appointment of four non-executive members of the Board of Directors of S.N. Nuclearelectrica S.A., starting from 15.02.2023, for a 4-year mandate, in accordance with the provisions of art. 29, para. (1) of GEO no. 109/2011 (secret vote);
2. Approval of the form of the mandate contract to be signed by the company with the newly appointed non-executive directors, attached to this recommendation;
3. Approval of the fixed remuneration of the new non-executive directors of the Board of Directors, at the same amount as that approved by item 6 of the OGMS Resolution no.6/10.08.2022, for the non-executive directors whose mandate has been renewed, i.e. at the gross monthly amount of 17,926 lei and approval of the variable component of the new non-executive directors appointed in the amount of 12 gross fixed monthly remuneration.
4. Mandate the State representative in the Ordinary General Meeting of Shareholders to sign the mandate contracts of the newly appointed non-executive directors.
Request to amend the agenda of the Extraordinary General Meeting of Shareholders convened for 15.02.2023 with the following items:
1. Approval of the relocation of the company's headquarters to the address in Bucharest, district 1, Av. Iancu de Hunedoara no. 48, ground, 4th, 5th and 13th floors.
2. Approval of the proposal to update the Articles of Incorporation of SN Nuclearelectrica S.A. with the new headquarters as well as the modification of the duration of the company from "unlimited" to "indefinite" according to art.195 of the Civil Code, presented in the Annex to this convocation. The Annex is an integral part of this convocation.
3. Authorization of the Chairman of the Board of Directors to sign on behalf of the shareholders the resolution of the EGMS and any other related documents (updated articles of association, affidavit on the fulfilment of the conditions for the operation/performance of the business at the CRO of the new registered office, change of the company's registration certificate, etc.) and to carry out any act or formality required by law for the registration and implementation of the EGMS resolutions, including the formalities for its publication and registration at the Trade Register or any other public institution. The Chairman of the Board of Directors may delegate all or part of the powers conferred above to any person competent to carry out this mandate.
The request for an addition to the agenda of the GMS submitted by the majority shareholder, the Ministry of Energy, fulfils the conditions set out in Article 13 para. (2) lit. c) and f), art. 14 para. 12 of the Articles of Incorporation of SN Nuclearelectrica SA, art. 1171 para. 1 of Law 31/1990 on Companies, republished, with subsequent amendments and additions ("Law 31/1990"), Art. 29 par. 1 of GEO no. 109/2011, on corporate governance of public undertakings, as amended and supplemented ("GEO no. 109/2011"), Art. 105 para. (3) of Law no. 24/2017, republished, on issuers of financial instruments and market operations, as subsequently amended and supplemented, and was submitted by the deadline for completing the agenda for the Ordinary and Extraordinary General Meeting of Shareholders on 15.02.2023/16.02.2023, with SNN issuing a current report on 27.01.2023 on the receipt of the request to complete the agenda.
The amended convening notice at the request of the majority shareholder, the Ministry of Energy, is attached to this current report and will be published in the Official Gazette of Romania and in a national newspaper on 02.02.2023, date on which the amended special powers of attorney, correspondence ballots and resolution drafts corresponding to the amended agenda will be available on SNN website in the Investor Relations section/GMS related information, starting with 18:00.
As per art. 187 paragraph (8) of ASF Regulation no. 5/2018, SNN shareholders have the right to make written proposals for candidates for the position of provisional members of the Board of Directors, which will include information regarding the name, residence and professional qualification of the persons proposed for the positions (CV), until 27.01.2023, hours 16:00.
At the end of the period for sending proposals, the candidates proposed by the shareholders for provisional Board members will be posted on the company’s website and the voting ballots will be subsequently amended with the candidates in alphabetical order. The updated special powers of attorney and voting ballots with the proposals sent by the shareholders will be at the disposal of the shareholders starting with 02.02.2023, starting with hours 18:00 at the company’s headquarters as well as on the company’s website www.nuclearelectrica.ro , after the period for sending proposals and registering the proposals for the provisional Board members on the voting ballots.
Special proxies and ballot papers may be submitted to the Registrar of the Company by any form of courier with acknowledgement of receipt, or by e-mail with an extended electronic signature incorporated in accordance with Law no. 455/2001 on electronic signature until they are registered as received at the Registrar of the Company by 13.02.2023 at 10:00.
Cosmin Ghita
Chief Executive Officer
AMENDED CONVENING NOTICE FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF SOCIETATEA NATIONALA NUCLEARELECTRICA S.A.
The Board of Directors of Societatea Nationala Nuclearelectrica S.A. (hereinafter called “SNN” or the “Company”) a national joint-stock company, managed according to a unitary system, established and operating in compliance with the Romanian laws, registered with the Trade Register Office attached to the Bucharest Court under number J40/7403/1998, Tax Identification Number RO 10874881, with registered office in 65 Polona Street, District 1, Bucharest, having a subscribed and paid-up share capital amounting to Lei 3,016,438,940.
Whereas
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Provisions of art. 13 and art. 14 of the Company’s Articles of Incorporation, in force (the "Articles of Incorporation");
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Provisions of Law no. 31/1990 on trading companies, republished, as subsequently amended and supplemented;
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Government Emergency Ordinance no. 109/2011 regarding corporate governance of the public institutions, as further amended and supplemented;
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Provisions of Law no. 24/2017 on the issuers of financial instruments and market operations, republished
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Provisions of the ASF Regulation no. 5/2018 on the issuers of financial instruments and market operations;
· Provisions of Regulation no. 10/2017 on central storage issued in application of Regulation (EU) no. Regulation (EC) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving the settlement of securities in the European Union and on the central depository of securities and amending Directives 98/26 / EC and 2014/65 / EU and Regulation (EU) no. 236/2012
· The provisions of Regulation 1212/03 September 2018 establishing the minimum requirements for the implementation of Directive 2007/36 / EC of the European Parliament and of the Council regarding the identification of shareholders, the transmission of information and the facilitation of the exercise of shareholders' rights.
· Request no. 1058/VDP/27.01.2023 made by the majority shareholder, Ministry of Energy, registered at SNN under no. 1302/27.01.2023, regarding the amendment of the agenda of the Ordinary and Extraordinary General Meeting convened for 15.02.2023/16.02.2023, namely items 3,4,5,6 for the OGMS and items 2,3,4 for the EGMS. The request is made pursuant to Art. 13 para. (2) lit. c) and f), art. 14 par. 12 of the Articles of Incorporation of SN Nuclearelectrica SA, art. 1171 par. 1 of Law 31/1990 on Companies, republished, with subsequent amendments and additions ("Law no. 31/1990"), art. 29 par. 1 of GEO no. 109/2011, on corporate governance of public undertakings, as amended and supplemented ("GEO no. 109/2011"), Art. 105 para. (3) of Law no. 24/2017, republished, on issuers of financial instruments and market operations, as amended and supplemented, registered with SNN under number 1302/27.01.2023 as a shareholder holding more than 5% of the share capital of the Company.
Amends the agenda of the Ordinary General Meeting of the Shareholders of Societatea Nationala Nuclearelectrica S.A. for 15.02.2023, hours 10:00 (Romania’s time), at Hotel Capital Plaza, Mihail Kogalniceanu Room, Iancu de Hunedoara Av, no. 54, District 1, Bucharest, with items3, 4, 5 and 6.
Amends the agenda of the The Extraordinary General Meeting of the Shareholders of Societatea Nationala Nuclearelectrica S.A. for 15.02.2023, hours 11:00 (Romania’s time), at Hotel Capital Plaza, Mihail Kogalniceanu Room, Iancu de Hunedoara Av, no. 54, District 1, Bucharest with items 2, 3 and 4.
Only the persons registered as shareholders of SNN on the date of 03.02.2023 („Reference Date”) in the shareholder register issued by Depozitarul Central S.A. are entitled to attend and vote within the OGMS/EGMS.
The amended Agenda of the Ordinary General Meeting of Shareholders is as follows:
1. Election of the Secretary of the Ordinary General Meeting of Shareholders.
2. Approval of the Revenue and Expenditure Budget for the year 2023.
3. Appointment of four non-executive members of the Board of Directors of S.N. Nuclearelectrica S.A., starting from 15.02.2023, for a 4-year mandate, in accordance with the provisions of art. 29, para. (1) of GEO no. 109/2011 (secret vote);
- Mr. Vulpescu Remus - non-executive director;
- Mr. Chirlesan Dumitru - non-executive director;
- Mr. Niculescu Sergiu - non-executive director;
- Mrs. Grajdan Vasilica - non-executive director.
4. Approval of the form of the mandate contract to be signed by the company with the newly appointed non-executive directors, attached to this recommendation;
5. Approval of the fixed remuneration of the new non-executive directors of the Board of Directors, at the same amount as that approved by item 6 of the OGMS Resolution no.6/10.08.2022, for the non-executive directors whose mandate has been renewed, i.e. at the gross monthly amount of 17,926 lei and approval of the variable component of the new non-executive directors appointed in the amount of 12 gross fixed monthly remuneration.
6. Mandate the State representative in the Ordinary General Meeting of Shareholders to sign the mandate contracts of the newly appointed non-executive directors.
7. Appointment of a provisional member of the Board of Directors, for a period of 4 months, in accordance with the provisions of art. 641, par. (3) and par. (5) of GEO 109/2011 (secret vote).
8. Approval of the form of the mandate contract to be signed by the Company with the provisional member of the Board of Directors, as well as the mandate of the representative of the Ministry of Energy at the General Meeting of Shareholders to sign in the name and on behalf of the Company the mandate contracts with the provisional director.
9. Approval of the remuneration for the provisional member of the Board of Directors.
10. Approval of: (i) The extension of the provisional mandates of three non-executive directors for 2 months, in accordance with the provisions of art. 641, par. (3) and par. (5) of GEO no. 109/2011; (ii) The form of the Addendum to the mandate contract to be signed by the Company with the provisional directors, as well as the mandate of the representative of the Ministry of Energy at the General Meeting of Shareholders to sign on behalf of the Company the addendum to the mandate contract with the provisional directors; (iii) The maintenance of the remuneration for the provisional members of the Board of Directors, as approved by OGMS Resolution no. 10/19.10.2022.
11. Approval of the Quarterly Report of the Board of Directors for the third quarter of 2022.
12. Information on the transactions concluded by the directors or the managers, with employees, with shareholders holding the control over the company or a company controlled by them, pursuant to art. 52, par. (3) letter a) of GEO [Government Emergency Ordinance] no. 109/2011, as subsequently amended and supplemented, during the period 01.09.2022 – 28.12.2022.
13. Information on the transactions concluded by the directors or the managers, with employees, with shareholders holding the control over the company or a company controlled by them, pursuant to art. 52, par. (3) letter b) of GEO no. 109/2011, as subsequently amended and supplemented, during the period 01.09.2022 – 28.12.2022.
14. Approval of date 09.03.2023 as the date of registration according to the provisions of art. 87 par. (1) of Law no. 24/2017 on the issuers of financial instruments and market operations, i.e. the date on which the shareholders that will be benefiting of dividends or of other rights and on whom the effects of the OGMS resolutions impact will be identified.
15. Approval of date 08.03.2023 as the "ex-date", i.e. the date preceding the registration date, when the financial instruments which are subject of the decisions of the company bodies are traded without the rights deriving from that decision, according to the provisions of art. 2, par. (2), let. l) of Regulation no. 5/2018 on the issuers of financial instruments and market operations.
16. Empowering the Chairman of the Board of Directors to sign on behalf of shareholders the OGMS resolutions and any other documents related thereto, and to perform any act or formality required by law to register and fulfil the OGMS resolutions, including the formalities for their publication and registration with the Trade Register or any other public institution. The Chairman of the Board of Directors may delegate all or part of the powers granted above to any competent person in order to fulfil this mandate.
The amended Agenda of the Extraordinary General Meeting of Shareholders is as follows:
1. Election of the Secretary of the Extraordinary General Meeting of Shareholders.
2. Approval of the relocation of the company's headquarters to the address in Bucharest, district 1, Av. Iancu de Hunedoara no. 48, ground, 4th, 5th and 13th floors.
3. Approval of the proposal to update the Articles of Incorporation of SN Nuclearelectrica S.A. with the new headquarters as well as the modification of the duration of the company from "unlimited" to "indefinite" according to art.195 of the Civil Code, presented in the Annex to this convocation. The Annex is an integral part of this convocation.
4. Empowering of the Chairman of the Board of Directors to sign on behalf of the shareholders the resolution of the EGMS and any other related documents (updated articles of association, affidavit on the fulfilment of the conditions for the operation/performance of the business at the CRO of the new registered office, change of the company's registration certificate, etc.) and to carry out any act or formality required by law for the registration and implementation of the EGMS resolutions, including the formalities for its publication and registration at the Trade Register or any other public institution. The Chairman of the Board of Directors may delegate all or part of the powers conferred above to any person competent to carry out this mandate.
5. Revocation of the approval of item 3 of the SNN EGMS Resolution no. 7/10.08.2022 concerning the establishment of a SNN working point in Doicesti commune.
6. Approval of date 09.03.2023 as the date of registration according to the provisions of art. 87 par. (1) of Law no. 24/2017 on the issuers of financial instruments and market operations, i.e. the date on which the shareholders that will be benefiting of dividends or of other rights and on whom the effects of the EGMS resolutions impact will be identified.
7. Approval of date 08.03.2023 as the "ex-date", i.e. the date preceding the registration date, when the financial instruments which are subject of the decisions of the company bodies are traded without the rights deriving from that decision, according to the provisions of art. 2, par. (2), let. l) of Regulation no. 5/2018 on the issuers of financial instruments and market operations.
8. Empowering the Chairman of the Board of Directors to sign on behalf of shareholders the EGMS resolutions and any other documents related thereto, and to perform any act or formality required by law to register and fulfil the EGMS resolutions, including the formalities for their publication and registration with the Trade Register or any other public institution. The Chairman of the Board of Directors may delegate all or part of the powers granted above to any competent person in order to fulfil this mandate.
In the event that the legal conditions for holding the OGMS/EGMS on the date of the first calling are not met, a new OGMS, as appropriate, shall be convened for the date of 16.02.2023, hours 10.00 for the OGMS and 11:00 for the EGMS, having the same agenda. In the event of a new calling, the reference date set for the identification of the shareholders entitled to attend and vote within the OGMS/EGMS is the same. The second convocation of the OGMS/EGMS will take place at Hotel Capital Plaza, Mihail Kogalniceanu Room, Iancu de Hunedoara Av, no. 54, District 1, Bucharest.
The right to introduce new items on the agenda. The right to present draft resolutions for the items included or proposed to be included on the meeting’s agenda.
According to the provisions of art. 105, par. (3) and (5) of Law no. 24/2017, art. 1171, par. (1) of Law no. 31/1990, of art. 189 of the ASF Regulation no. 5/2018, as well as of art. 14 of the company's Articles of Incorporation, one or more shareholders, representing individually or together at least 5% of the Company’s share capital, may request, by a petition addressed to the Company’s Board of Directors, the introduction of some additional points on the OGMS/EGMS agenda, under the condition that each point is accompanied by a justification or by a resolution draft proposed to be adopted by the general meeting; and present resolution drafts for the points included or proposed to be included on the agenda of the general meeting.
The proposals regarding the introduction of additional points on the OGMS/EGMS agenda and/or the presentation of resolution drafts for the included points or for the points proposed to be included on the OGMS/EGMS agenda must meet the following cumulative conditions:
a) In case of individual shareholders, thy shall be accompanied by the copies of the shareholders IDs (the IDs presented by the shareholders must make possible their identification in the shareholders register of SNN, held by SC Depozitarul Central S.A.), and in case of legal entity shareholders they shall be accompanied by:
- the Confirmation of Company Details, in original or a true certified copy, issued by the Trade Register or by any other document, in original or in a true certified copy, issued by a competent authority of the state in which the shareholder is legally registered, certifying the existence of the legal entity and the name/capacity of legal representative, not older than 3 months in relation to the date of publication of the general meeting convening notice, allowing their identification in the SNN shareholders' register kept by SC Depozitarul Central S.A.;
- the capacity of legal representative shall be established based on the list of SNN shareholders (register of shareholders) valid at the reference date, received from Depozitarul Central S.A. However, if the shareholder did not inform the Central Depository in time about his legal representative or is this information not mentioned in the list of SNN shareholders valid at the reference date received from the Central Depository, the confirmation of company details/the aforementioned similar documents must serve as proof of the shareholder’s legal representative.
- the documents proving the capacity of legal representative drafted in a foreign language, other than the English language, shall be accompanied by a translation into the Romanian or English language, performed by a certified translator. SNN will not require the legalization or apostille of documents which prove the capacity of legal representative of the shareholder.
b) To be accompanied by a justification and/or a resolution draft proposed to be adopted;
c) To contain prescriptions regarding the attributions of the assembly;
d) To be sent to the Company’s Registration Office through any form of courier with acknowledgment of receipt, so that they are registered as received at the Company’s Registration Office by 27.01.2023, hours 18:00, in a closed envelope, with the note legibly written in capital letters: ”FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 15.02.2023”; the proposals may be sent by e-mail with the extended incorporated electronic signature in compliance with Law No. 455/2001 on electronic signature by the date of 27.01.2023 hours 18:00 to the e-mail address aga@nuclearelectrica.ro, with the subject: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 15.02.2023”
In order to identify and prove the shareholder capacity of a person who makes proposals for supplementing the agenda (or who asks questions in compliance with art. 198 of the ASF Regulation no. 5/2018), SNN may ask from that person the bank account statement issued by the Central Depositary, out of which result his shareholder capacity and the number of shares he owns.
The supplemented agenda will be published by the Company by 02.02.2023.
Information materials and questions referring to the agenda
Starting with the date of 13.01.2023 hours 18.00, all the information materials related to issues included on the agenda, the draft resolutions proposed to be adopted by the general meetings and the rules and regulations regarding the organization and development of the general meetings (which include the voting procedure based on representative and the procedure allowing the vote by correspondence) shall be available on business days at the Company’s headquarters, in 65 Polona Street, District 1, Bucharest, at the Company’s Registration Office between 08:30 and 16:30, as well as on the Company’s website (www.nuclearelectrica.ro). The Company’s shareholders may obtain, upon request, copies of the documents referring to issues included on the agenda of the OGMS/EGMS.
The Company’s shareholders, regardless of their interests in the share capital, may ask questions, in writing, regarding the items on the agenda of the OGMS/EGMS.
The identification requests aforementioned in the chapter regarding the supplementation of the agenda are applicable also for the individual shareholder and/or for the legal representative of the corporate shareholder who asks questions regarding the points on the GMS agenda.
The questions shall be sent to the Company’s Registration Office through any form of courier with acknowledgment of receipt, so that they are registered as received at the Company’s Registration Office by 13.02.2023, hours 10:00, in a closed envelope, with the note legibly written in capital letters: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS DATED 15.02.2023”.
The Company may draft a general answer for the questions with the same content. It is considered that the Company has answered the questions if the required relevant information is published on the Company’s website www.nuclearelectrica.ro in the format of Q&A.
Shareholders may also send such questions by e-mail with the extended incorporated electronic signature, in compliance with Law No. 455/2001 on electronic signature by the date of 13.02.2023 hours 10:00 to the e-mail address: aga@nuclearelectrica.ro, with the subject: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS DATED 15.02.2023.”.
Participation and voting in the General Meeting of the Shareholders
The shareholders registered in the shareholders register at the Reference Date may attend the OGMS/EGMS and may vote in person, through a representative or by correspondence.
The regulations regarding the organization and development of the general meeting of the shareholders are available on the Company’s internet page www.nuclearelectrica.ro and include the voting procedure by special or general power of attorney and the procedure allowing the vote by correspondence.
The access of the shareholders entitled to participate, on the reference date, in the general meeting of shareholders, is allowed by simply proving their identity, in the case of natural-person shareholders, by their identity card or, in case of legal entities, of the legal representative, and in the case of legal entities and natural-person shareholders who are represented, with the power of attorney of the person who represents them, according to the applicable legal provisions in the field.
The direct vote (personal) shall be exercised after the shareholder proves his/her identity:
a) In case of individual shareholders by presenting the identity document; the identity documents presented by shareholders must permit their identification on the list of SNN shareholders valid on the reference day and issued by S.C. Depozitarul Central S.A.;
b) In the case of legal entities, by presenting:
(i) The identity document of the legal representative (ID or IC for the Romanian citizens, or passport for foreign citizens),
(ii) Confirmation of company details, as original document or a true copy of the original document, issued by the Trade Register or by any other document, in original or in a true certified copy, issued by a competent authority of the state in which the shareholder is legally registered, certifying the existence of the legal entity and the name/capacity of legal representative, not older than 3 months in relation to the date of publication of the general meeting convening notice, allowing their identification in the list of SNN shareholders on the reference date, issued by S.C. Depozitarul Central S.A.;
The capacity of a legal representative shall be ascertained based on the list of SNN shareholders valid on the reference date, received from Depozitarul Central S.A. However, if the shareholder did not inform the Central Depository in time about his legal representative (so that the Shareholders’ register shows this fact at that particular date), than the confirmation of company details/similar documents aforementioned must prove the shareholder’s legal representative; for the Romanian State, the capacity of legal representative of the Ministry of Energy is proven by the copy of the appointment decree issued by the President of Romania (copy of the Official Gazette is has been published in or excerpt of a legislative program).
For all afore mentioned situations, the documents presented in a foreign language (excepting the identity documents valid on the territory of Romania, written with Latin letters) shall be accompanied by a certified translation into the Romanian or English language. The documents proving the capacity of legal representative drafted in a foreign language, other than the English language, shall be accompanied by a translation into the Romanian or English language, performed by a certified translator. SNN shall not require the legalization or apostille of documents which prove the capacity of legal representative of the shareholder.
Vote by representative, based on special power of attorney
Shareholders may participate personally or may be represented in OGMS/EGMS by a designated representative ("Proxy") who was issued a special power of attorney, based on the representation form provided by the Company, according to art. 105 par. (12) of Law no. 24/2017. The power of attorney form may be obtained starting with 13.01.2023 hours 18:00 from the Company’s Registration Office and from the Company’s website (www.nuclearelectrica.ro). The power of attorney form shall be updated if new items are added on the OGMS/EGMS agenda.
The special powers of attorney must be filed in by the shareholder (in three original copies: one form for the shareholder, one for the proxy and one for SNN), they must be signed and contain specific voting instructions for each item on the OGMS/EGMS agenda for which the Proxy is going to vote in the name of the shareholder, clearly specifying the voting option (i.e. vote “for”, “against” or “abstain”). One shareholder may be represented in the OGMS/EGMS by only one Proxy, having a special power of attorney granted for the OGMS/EGMS dated 15.02.2023.
The special power-of-attorney shall be accompanied by the following documents:
a) for individual shareholders: copy of the shareholder’s identity document, that shall permit his/her identification on the list of SNN shareholders valid on the reference day and issued by S.C. Depozitarul Central S.A. and copy of the representative’s identity document (ID or IC for the Romanian citizens, or passport for foreign citizens, with PIN (personal identity number) - if it exists in their country of origin);
b) for legal entity shareholders:
(i) the Confirmation of Company Details, in original or a true certified copy, issued by the Trade Register or by any other document, in original or in a true certified copy, issued by a competent authority of the state in which the shareholder is legally registered, certifying the existence of the legal entity and the name/capacity of legal representative, not older than 3 months in relation to the date of publication of the general meeting convening notice, allowing their identification in the list of SNN shareholders on the reference date, issued by SC Depozitarul Central S.A.; for the Romanian State, the capacity of legal representative of the Ministry of Energy is proven by the copy of the appointment decree issued by the President of Romania (copy of the Official Gazette is has been published in or excerpt of a legislative program) in order to prove the quality of legal representative of the Ministry of Energy.
(ii) the capacity of legal representative shall be established based on the list of SNN shareholders valid at the reference date, received from Depozitarul Central S.A. However, if the shareholder did not inform the Central Depository in time about his legal representative or is this information not mentioned in the list of SNN shareholders valid at the reference date received from the Central Depository, the confirmation of company details/the aforementioned similar documents must serve as proof of the shareholder’s legal representative;
(iii) copy of the representative’s (proxy’s) identity document (ID or IC for the Romanian citizens, or passport for foreign citizens, with visible PIN (personal identity number) - if it exists in their country of origin);
c) the documents presented in a foreign language (excepting the identity documents valid on the territory of Romania, written with Latin letters) shall be accompanied by a certified translation into the Romanian or English language. The documents proving the capacity of legal representative drafted in a foreign language, other than the English language, shall be accompanied by a translation into the Romanian or English language, performed by a certified translator. SNN shall not require the legalization or apostille of documents which prove the capacity of legal representative of the shareholder.
The special power of attorney is valid only for the GMS for which it has been requested; the representative is required to vote in compliance with the instructions formulated by the empowering shareholder, under sanction of vote cancellation.
Generally a shareholder may mandate only one representative to represent him/her in GMS. However, the power-of-attorney may name one or more alternative representatives to ensure the representation in the general meeting, for the case in which the main representative named above cannot fulfill his mandate. If more alternative representatives are assigned by the power-of-attorney, there shall be set the succession in which they are to exercise their mandate.
The representatives of the company cannot receive power of attorney in order to represent shareholders in the OGMS/EGMS. The regulations regarding the organization and unfolding of the general meeting of shareholders shall detail the voting by representative procedure, the shareholders having the obligation to comply with such regulations, under sanction of losing their voting right by representative in the OGMS/EGMS.
The special power of attorney for participation and vote within the general meeting of shareholders, issued to a credit institution which performs custodial services, shall be valid without the presentation of additional documents related to the shareholder concerned, if the special power of attorney is prepared in compliance with art. 201 of Regulation 5/2018, signed by such shareholder and accompanied by an affidavit of the credit institution which received the representation empowerment by means of the special power of attorney, which shall state that:
- the credit institution performs custodial services for the shareholder;
- the instructions specified in the special power of attorney are identical with the instructions in the SWIFT message received by the credit institution in order to vote on behalf of the shareholder;
- the special power of attorney is signed by the shareholder.
The special power of attorney and the custodian’s declaration mentioned above should be submitted to SNN, in original, within 48 hours before the GMS, signed, and if applicable, stamped, without fulfilling other formalities regarding the form of these documents.
The special powers of attorney, in Romanian and/or English, shall be sent to the Company’s Registration Office through any form of courier with acknowledgment of receipt, so that they are registered as received at the Company’s Registration Office by and not later than 13.02.2023 hours 10:00, in a closed envelope, with the note legibly written in capital letters: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS DATED 15.02.2023”.
The special powers of attorney, in Romanian and/or English, may also be send by e-mail with the extended incorporated electronic signature, in compliance with Law No. 455/2001 on electronic signature by but not later than 13.02.2023 hours 10:00 to the e-mail address aga@nuclearelectrica.ro, with the subject: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS DATED 15.02.2023”.
Vote by representative, based on a general power of attorney
In virtue of art. 105 par. (13) of Law no. 24/2017 on issuers of financial instruments and market operations, the shareholder’s representation in GMS may also be done by other persons than the shareholders, based on a general power-of-attorney. So, the shareholder may give a general power-of-attorney valid no longer than 3 years, permitting to the representative to vote all the items on which the general meetings of shareholders debate for the one or more issuers named in the power-of-attorney, individually or by a generic formulation referring to a certain category of issuers, including the disposal acts, with the condition that the power-of-attorney shall be granted by a shareholder as client to an intermediary, in compliance with the legal provisions.
Before the first use, the general power-of-attorneys shall be reached in to the company’s headquarters, 48 hours prior to the general meeting, i.e. by 13.02.2023, hours 10:00, in copy, containing the mention of their compliance with the original and the representative’s signature. The certified copies of the powers-of-attorney are kept by SNN, this being mentioned in the minutes of the general meeting.
Shareholders may not be represented within the general meeting of shareholders by a person in a conflict of interest situation, such as:
a) it is a majority shareholder of SNN, or of an entity controlled by such shareholder;
b) is a member of an administration, management or supervisory body of the company, of a majority shareholder or of a person controlled by such shareholder;
c) is an employee or an auditor of the company or of a majority shareholder or of an entity controlled, in compliance with the provisions of let a);
d) is the spouse, relative or a relative and kin up to and including 4th degree of one of the natural persons referred to under let. a) - c).
The proxy cannot be substituted by another person. In case the empowered person is a legal entity, it can exercise its mandate through any person member of the administration or management of the company or its employees.
Document accompanying the general power-of-attorney:
a) the proof that the proxy has either the capacity of intermediary (in compliance with the provisions of art. 2 par. (1) pt. (19) of Law no. 24/2017), or of an attorney, and that the shareholder is its client.
b) for individual shareholders - copy of the shareholder’s identity document, that shall permit his/her identification on the list of SNN shareholders valid on the reference day and issued by S.C. Depozitarul Central S.A. and copy of the representative’s identity document (ID or IC for the Romanian citizens, or passport for foreign citizens, with PIN (personal identity number) - if it exists in their country of origin);
c) for legal entity shareholders:
(i) confirmation of company details, as original document or a true copy of the original document, issued by the Trade Register or any other document, in original or in a true certified copy, issued by a competent authority of the state in which the shareholder is legally registered, certifying the existence of the legal entity and the name/capacity of legal representative, not older than 3 months in relation to the date of publication of the general meeting convening notice, allowing their identification in the list of SNN shareholders on the reference date, issued by SC Depozitarul Central SA;
ii) the capacity of a legal representative shall be ascertained based on the list of SNN shareholders valid on the reference date, received from Depozitarul Central S.A. However, if the shareholder did not inform the Central Depository in time about his legal representative, or if this information is not mentioned in the list of SNN shareholders valid on the reference date, received from the Central Depository, than the confirmation of company details/similar documents aforementioned must prove the shareholder’s legal representative; for the Romanian State, the capacity of legal representative of the Ministry of Energy is proven by the copy of the appointment decree issued by the President of Romania (copy of the Official Gazette is has been published in or excerpt of a legislative program).
(iii) copy of the representative’s (assignee) identity document (ID or IC for the Romanian citizens, or passport for foreign citizens, with visible PIN (personal identity number) - if it exists in their country of origin);
The documents presented in a foreign language (excepting the identity documents valid on the territory of Romania, written with Latin letters) shall be accompanied by a certified translation into the Romanian or English language. The documents proving the capacity of legal representative drafted in a foreign language, other than the English language, shall be accompanied by a translation into the Romanian or English language, performed by a certified translator. SNN shall not require the legalization or apostille of documents which prove the capacity of legal representative of the shareholder.
SNN shall accept a general power-of-attorney for participation and voting in the GMS given by a shareholder, as client, to a defined intermediary according to art. 2 par. (1) pt. 19 of Law no. 24/2017, as further amended and supplemented, or given to an attorney, without asking for additional documents referring to that particular shareholder, if the general power of attorney complies with the provisions of art. 202 of the ASF Regulation no. 5/2018, if it is signed by such shareholder and if it is accompanied by an affidavit given by the legal representative of the intermediary or by the lawyer who received the mandate of representation by the general power of attorney, out of which it results that:
(i) the power-of-attorney is given by that respective shareholder, as client, to the intermediary or, as the case may be, to the attorney;
(ii) the general power-of-attorney is signed by the shareholder, inclusively by attaching the extended electronic signature, of applicable.
The aforementioned declaration must be submitted to SNN in original, signed and, as the case may be, stamped, without fulfilling other formalities regarding its form. The declaration shall be submitted to SNN together with the general power-of-attorney.
The form of the general power of attorney shall be provided to the shareholders, by the Company, starting with 13.01.2023, hours 18:00, at the same coordinates, and in under same conditions as the informative materials.
Vote through correspondence
The Company’s Shareholders registered on the Reference Date in the shareholders register issued by Depozitarul Central S.A. have the possibility to vote through correspondence, before the OGMS/EGMS, using the Ballot Papers form, for voting through correspondence. The Ballot Papers may be obtained starting with 13.01.2023, hours 18:00, from the Company’s Registration Office and from the Company’s website (www.nuclearelectrica.ro) and shall be updated if new items are added to the OGMS/EGMS agenda.
Documents that accompany the ballot papers:
a) for individual shareholders - copy of the shareholder’s identity document, that shall permit his/her identification on the list of SNN shareholders valid on the reference day and issued by S.C. Depozitarul Central S.A. and, if the case may be, copy of the representative’s identity document (ID or IC for the Romanian citizens, or passport for foreign citizens, with PIN (personal identity number) - if it exists in their country of origin), together with the prove of the capacity of legal representative;
b) for legal entity shareholders:
(i) Confirmation of company details, as original document or a true copy of the original document, issued by the Trade Register or any other document, in original or in a true certified copy, issued by a competent authority of the state in which the shareholder is legally registered, certifying the existence of the legal entity and the name/capacity of legal representative, not older than 3 months in relation to the date of publication of the general meeting convening notice, allowing their identification in the list of SNN shareholders on the reference date, issued by S.C. Depozitarul Central S.A.;
(ii) the capacity of legal representative shall be established based on the list of SNN shareholders valid at the reference date, received from Depozitarul Central S.A. However, if the shareholder did not inform the Central Depository in time about his legal representative or is this information not mentioned in the list of SNN shareholders valid at the reference date received from the Central Depository, the confirmation of company details/the aforementioned similar documents must serve as proof of the shareholder’s legal representative. For the Romanian State, the capacity of legal representative of the Ministry of Energy is proven by the copy of the appointment decree issued by the President of Romania (copy of the Official Gazette is has been published in or excerpt of a legislative program).
The documents presented in a foreign language (excepting the identity documents valid on the territory of Romania, written with Latin letters) shall be accompanied by a certified translation into the Romanian or English language. The documents proving the capacity of legal representative drafted in a foreign language, other than the English language, shall be accompanied by a translation into the Romanian or English language, performed by a certified translator. SNN shall not require the legalization or apostille of documents which prove the capacity of legal representative of the shareholder.
The ballots papers may be submitted as follows:
a) Sent to the Company’s Registration Office through any form of courier with acknowledgment of receipt, so that they are registered as received at the Company’s Registration Office by 13.02.2023, hours 10:00, in a closed envelope, with the note legibly written in capital letters: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 15.02.2023” or
b) Sent by e-mail with the extended incorporated electronic signature, in compliance with Law No. 455/2001 on electronic signature by the date of 13.02.2023 hours 10:00 to the e-mail address: aga@nuclearelectrica.ro, with the subject: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 15.02.2023”.
The ballot papers, that are not received at the Company’s Registration Office or by e-mail until the date and time mentioned above, shall not be taken into consideration to determine the quorum and majority in the OGMS/EGMS.
When filling in the special powers of attorney and Ballot Papers, please take into consideration the possibility that the OGMS/EGMS agenda may be supplemented with new items, in which case the amended agenda shall be published by 02.02.2023. In this case, the updated special powers of attorney and Ballot Papers can be obtained from the Company’s Registration Office and from the Company’s website (www.nuclearelectrica.ro) starting with the date of publication of the supplemented agenda.
If the agenda shall be supplemented and the shareholders do not send the up-to-dated special powers of attorney and/or ballot papers for the vote through correspondence, the special powers of attorney and ballot papers sent prior to the date the agenda has been supplemented shall be taken into account only for the items that are also to be found on the supplemented agenda.
Checking and validating the special powers-of-attorney submitted, as well as the certification, checking, validating and record of the votes expressed through correspondence shall be done by a commission set within the Company, the members of this commission shall keep safe the documents, and confidential the votes expressed in this way. The powers-of-attorney shall be verified also by the OGMS/EGMS secretary.
If the shareholder expressing his/her vote through correspondence participates personally or by a representative to the general meeting, the vote through correspondence expressed for that general meeting shall be annulled. In this case, only the vote expressed personally or by representative shall be taken into consideration.
If the person representing the shareholder by his/her personal presence in the general meeting is another person than the one who expressed the vote through correspondence, then, in order for his/her vote to be valid, the person shall submit in the general meeting, a written revocation of the vote expressed through correspondence, signed by the shareholder or by the representative who expressed that vote through correspondence. If the shareholder, or his/her legal representative, is present at the general meeting, this is not necessary anymore.
As per art. 105 paragraph (19) of the Law 24/2017, provided that on the agenda of the general meeting of shareholders there are resolutions which imply a secret vote, the vote of participants in person or by representative, as well as of those voting by correspondence shall be expressed by means that only allow the disclosure to the members of the secretary responsible to count the expressed secret votes and only when the other secret votes expressed by the participating shareholders or by the representatives of the shareholders that take part in the meeting are known. In case of vote by representative, the disclosure of the vote to them, prior to the GMS, does not represent a breach in the secret character of the vote.
Proposals for the position of member of the Board of Directors
As per art. 187 paragraph (8) of ASF Regulation no. 5/2018, SNN shareholders have the right to make written proposals for candidates for the position of provisional members of the Board of Directors, which will include information regarding the name, residence and professional qualification of the persons proposed for the positions (CV), until 27.01.2023, hours 18:00.
The identification requirements mentioned within the section regarding the amendment of the agenda are applicable to the shareholders who make proposals for candidates for the positions of provisional Board members. The list comprising the information regarding the names, residence and professional qualification of the persons proposed for the position of provisional Board members is at the disposal of the shareholders on the company’s website in the sections Investors Relations/GMS related information, and can be supplemented by the shareholders until 27.01.2023, hours 18:00.
At the end of the period for sending proposals, the candidates proposed by the shareholders for provisional Board members will be posted on the company’s website and the voting ballots will be subsequently amended with the candidates in alphabetical order. The updated special powers of attorney and voting ballots with the proposals sent by the shareholders will be at the disposal of the shareholders starting with 02.02.2023, hours 18:00 at the company’s headquarters as well as on the company’s website www.nuclearelectrica.ro, after the period for sending proposals and registering the proposals for the provisional Board members on the voting ballots.
CHAIRMAN OF THE BOARD OF DIRECTORS
TEODOR MINODOR CHIRICA
Annex 1- Amendments to the Articles of Incorporation of SN Nuclearelectrica SA
1. The headquarter of the company is changed as follows:
"The headquarter of the Company
Art. 3. (1) Societatea Nationala "Nuclearelectrica" SA has its headquarter in Bucharest, district 1, Av. Iancu de Hunedoara no. 48, ground, 4th, 5th and 13th floors."
2. Amend Art. 4 regarding the duration of the company, from "unlimited" to "indefinite", as follows:
"Duration of the company
Art. 4 The duration of the Company is indefinite, starting from the date of registration of the Company at the Trade Register Office".
CHAIRMAN OF THE BOARD OF DIRECTORS
TEODOR MINODOR CHIRICA