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S.N. NUCLEARELECTRICA S.A. - SNN

BoD mandate renewal, BoD mandate extension, BoD provisional mandate appointment

Release Date: 8/10/2022 5:57:54 PM

IRIS Code: FF4C5

Current report in compliance with art. 234 letter g) of FSA Regulation no 5/2018 regarding issuers of financial instruments and market operations

Reporting date: 10.08.2022

Name of the issuing entity: Societatea Nationala NUCLEARELECTRICA S.A.

Registered office: 65 Polona St., district 1, Bucharest

Phone/fax number: 021-203.82.00 / 021 – 316.94.00

Sole Registration Code with the Trade Register Office: 10874881

Registration number in the Trade Register: J40/7403/1998

Subscribed and paid-up share capital: 3.016.438.940Lei

Regulated market on which the issued securities are traded: Bucharest Stock Exchange

 

To:             Bucharest Stock Exchange

                  Financial Supervisory Authority

 

Significant event to report : Renewal of the mandate of the Board of Directors members for Mr. Teodor Minodor Chirica and Cosmin Ghita and Ms. Elena Popescu and their appointment as members of of SN Nuclerarelectrica SA’s Board of Directors, starting from 29.09.2022, for a period of 4 years; extension of  Mr. George Sergiu Niculescu’s mandate for a period of 2 months, starting from 29.08.2022; election of Mr. Dumitru Chirlesan as provisional member, starting from 10.08.2022, for a period of 4 months  

 

SN Nuclearelectrica SA informs the shareholders and investors about OGMS resolution no. 6/10.08.2022 according to which the shareholders of SN Nuclearelectrica SA approved the renewal of the mandates of Mr. Teodor Minodor Chirica and Cosmin Ghita and Ms. Elena Popescu and their appointment as members of the Board of Directors starting from 29.09.2022, for a 4-year mandate, in accordance with the provisions of art. 28, para. (7) and art. 29, para. (14) of GEO no. 109/2011.

The renewal of the administrator mandate and the appointment of Mr. Teodor Minodor Chirica and Cosmin Ghita and Ms. Elena Popescu as members of the Board of Directors of SN Nuclearelectrica SA was carried out in compliance with the provisions of art. 29 para. (14) of GEO no. 109/2011 on corporate governance of public companies, as amended and supplemented, according to which in the case where the candidates proposed by the Board of Directors are directors in office, the request for renewal of the mandate is addressed to the General Meeting of Shareholders, with the obligation of the candidate to submit an activity report for the period of the mandate performed and in accordance with the recommendation of the Nomination and Remuneration Committee dated 27.06.2022.

SNN’s shareholders also approved:

  1. the extension of Mr. George Sergiu Niculescu’s mandate, which expires on 28.08.2022, for a period of 2 months, starting from 29.08.2022, in accordance with the provisions of art. 641 para. (3) and para. (5) of GEO no. 109/2011, as amended and supplemented, or until the date of acceptance of the mandate by a director appointed in accordance with the provisions of GEO no. 109/2011, as amended and supplemented, if the selection is completed before the aforementioned term and

b) the election of Mr. Dumitru Chirlesan as a provisional member of the Board of Directors, starting from 10.08.2022, for a term of 4 months, in accordance with the provisions of art. 641, para. (3) and par. (5) of GEO no. 109/2011, with subsequent amendments and additions, or until the end of the selection procedure of the directors selected in accordance with the provisions of GEO 109/2011 if the selection is completed before the mentioned term.

 

  • Dr. Teodor Chirica is an engineer with extensive experience of the Romanian energy industry, both technically and managerially, specialized in nuclear energy, being actively involved in engineering activities for the development of CANDU projects in Romania since the early years. ’80. From 1998, Dr. Chirica has held various management positions at Nuclearelectrica, which he led as CEO from March 2005 to January 2009 and is currently a member and Chairman of the Board of Directors. He was also Managing Director of AMEC Nuclear Romania (2009-2013), CEO of EnergoNuclear (2013 – 2017) and advisor to the CEO of Nuclearelectrica (2017-2019). He holds a PhD in nuclear sciences from the “Politehnica” University of Bucharest, on the management of radioactive waste, focusing on the decommissioning of nuclear installations. International experience, following a year spent within CANDU Owners Group (COG), Canada (1992-1993), negotiation on the international nuclear insurance market, for the first time in Romania, of the insurance policies related to Units 1 and 2 of Cernavoda NPP, negotiation of the financing for the completion of Unit 2 Cernavoda with international banks, but also with EURATOM, as well as the negotiation of the first Investor Agreement for Units 3 and 4, 2008, involving international partnerships, added value to the contribution of Dr. Chirica, as a member of the management team of Nuclearelectrica. He also has a good knowledge of the European affairs, being in the same time a good connoisseur of the Romanian and European nuclear industries, through voluntary activity with the Romanian Atomic Forum (ROMATOM), where he is one of the founders, and with the European Atomic Forum (FORATOM), whose president was during 2018-2019.

 

  • Mr. Cosmin Ghita is the first and only Romanian member of the World Association of Nuclear Operators (WANO) Main Governing Board, contributing to the objectives of this international association to strengthen nuclear safety and nuclear safety culture, impacting all nuclear power plants worldwide. As CEO of Nuclearelectrica, Mr. Cosmin Ghita has contributed during his current mandate to the achievement of Romania's energy safety and sustainability objectives through the carrying out and development of SNN's strategic investment projects, Unit 1 Refurbishment, Units 3 and 4 Project, Small Modular Reactors Project, started under Mr. Ghita's leadership. Through these investment projects, Nuclearelectrica will double its capacity after 2031 and its contribution to Romania's total CO2-free energy production will increase from 33% today to 66% in 2031. Mr. Cosmin Ghita began his career in the US at Chevron, Washington, contributing to Chevron initiatives in Romania and Eastern Europe. From 2015 to 2017, Mr. Cosmin Ghita was a partner at New York-based Amerocap, supporting transactions and capital raising initiatives in the energy and mineral resources sector in Romania, Ukraine and UK. Subsequently, he held the position of advisor to the Prime Minister of Romania on energy security and energy policy. Mr. Ghita was also involved in the establishment of Aspire Academy, a leadership and business summer school led by Harvard and Ivy League professors in Romania. Cosmin Ghita is a graduate of Bates College, Maine, USA, with a degree in international political economy.  Mr. Cosmin Ghita is also a member of the Board of Trustees of the American School of Bucharest. His expertise covers areas such as economic strategies, international business, energy markets, development of major investment projects, risk analysis, international relations, public-private partnerships, etc.

 

  • Mrs. Elena Popescu is a graduate of Politehnica University of Bucharest – Faculty of Energy, Nuclear Power Plant section. She holds a doctoral degree in Energy Engineering, a Masters in Management and Greening of Engineering Systems and a diploma in negotiation facilitator from the Vienann School of Negotiation. She started her career in the nuclear field within “Nuclearmontaj” company in Bucharest and Cernavoda, one of the companies that took part in the assembly works of the nuclear part of Cernavoda NPP – Units 1 and 2. She later occupied the position of advisor within the Ministry Economy, before taking over the mandate of officer in charge of nuclear issues within the Permanent Representative Office of Romania to the European Union, Brussels, over the period 2007-2012, a position which facilitated, among others, obtaining the favourable opinion of the European Commission for Units 3 and 4 of Cernavoda NPP. Currently, Mrs. Popescu is the General Manager of the Energy Policy Department within the Ministry of Energy. Through experience and training in the energy field and specific expertise in the nuclear field, participation in the development of energy policies at national and European level, involvement in major energy projects such as the project of Units 3 and 4, covering a wide range of topics from negotiations with the project partners to the structuring of the financial and technical details, Mrs. Elena Popescu brings valuable contribution to the fulfilment of the SNN goals, providing at the same time the relationship with the tutelary public authority. Mrs. Popescu is also a reputed negotiator, an expert in European and international relations and a renowned strategist in the field of energy policies, essential elements for the investment projects of SNN.

 

  • Mr. George Sergiu Niculescu is a graduate of the Faculty of Law, Legal Sciences Profile of Ovidius University of Constanta and holds a Master’s degree in Business Administration, Bucharest Academy of Economic Studies. Starting with 2018, Mr. George Sergiu Niculescu holds the diploma of internal auditor for Energy Management Systems and management for Energy Management Systems obtained at TUV THURINGEN Germany through the Bucharest Academy of Economic Studies. Mr. George Sergiu Niculescu has 20 years of experience in management and legal field in both private and state owned companies, occupying the position of State Secretary within the Ministry of Energy with responsibilities in coordinating the activity of structures and related fields.

 

  • Dr. Dumitru Chirlesan is a physical engineer with specialization "Nuclear Reactors", with a vast experience of over 35 years in the field of physics applied to nuclear materials and technologies. He has a vast experience both technically, academically and managerially. Dumitru Chirlesan holds a PhD in physics, specialized in " Physics of Condensed States" and has held, since 1987, positions as professor of Physics, physics engineer at the Institute of Nuclear Energy Reactors, Physics expert at the Ministry of National Education, lecturer, assistant and university PhD lecturer at the University of Pitesti and scientific secretary of the Pitesti University Foundation. Also, since 2004, Dr. Dumitru Chirlesan has been pro-rector of the University of Pitesti, responsible for international relations and European cooperation, and since 2010 he has held the position of European expert at the European Commission. Currently, Dr. Dumitru Chirlesan is Rector of the University of Pitesti, position held since 2016 and carries out management activities in sustainable development projects, research, technology transfer and innovation. Mr. Dumitru Chirlesan's CV is attached to this current report. The CVs of the members of the Board of Directors whose mandate has been renewed or extended can be accessed on the SNN website, Investor Relations page, Board of Directors

 

Mr Dumitru Chirlesan's CV is attached to this current report. The CVs of the members of the Board of Directors whose mandate has been renewed or extended can be accessed on the SNN website, Investor Relations page, Board of Directors.

 

SN Nuclearelectrica SA thanks Mr. Remus Vulpescu and Mihai Daniel Anitei for their professionalism, responsibility and results achieved during their mandate.

 

Cosmin Ghita

Director General

 



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