Current report in compliance with art. 234 paragraph (1) letter b) of the ASF Regulation no. 5/2018 regarding the issuers of financial instruments and market operations.
Reporting date: 27.01.2023
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 request of the majority shareholder, the Ministry of Energy, for the amendment of the 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 27.01.2023, it has received a request to supplement the agenda of the Ordinary and Extraordinary General Meeting of Shareholders set for 15.02.2023/16.02.2023 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 is made by the Ministry of Energy, pursuant to Article 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 31/1990"), Article 29 para. 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 the SNN under number 1302/27.01.2023 as a shareholder holding more than 5% of the share capital of the Company, on the introduction of additional items on the agenda of the Ordinary General Meeting of Shareholders of 15.02.2023/16.02.2023 of items 3, 4, 5, 6 respectively, items 2, 3 and 4 for the agenda of the Extraordinary General Meeting of Shareholders of 15.02.2023/16.02.2023.
Cosmin Ghita
Chief Executive Officer
Annex 1
LIST OF CANDIDATES PROPOSED FOR THE POSITION OF MEMBER OF THE BOARD OF DIRECTORS OF SOCIETATII NAZIONALE NUCLEARELECTRICA SA FOR A 4-YEAR MANDATE IN ACCORDANCE WITH THE AGENDA OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF SNN ON 15.02.2023, AND WITH ITEM 1 OF THE REQUEST TO COMPLETE THE AGENDA OF THE OGMS MEETING
No.
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SIR NAME
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NAME
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RESIDENCE
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PROFESSIONAL QUALIFICATION
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PROPOSED BY
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1
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CHIRLESAN
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Dumitru
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Arges
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- Graduate of the University of Bucharest, specialization in Engineering Physics
- PhD in Physics specializing in Condensed Star Physics
- Rector of the University of Pitesti, University Lecturer Dr. DIMSIA, University of Pitesti
- European Expert at the European Commission through IBF International Consulting
- Manager CPPDD, DIMSIA, University of Pitesti
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Ministry of Energy
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2
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GRAJDAN
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Vasilica
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Voluntari, Ilfov
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- Transilvania University Brasov, Faculty of Economics specialization marketing, Politehnica University Bucharest, master's degree human resources, Open University management certification, Chartered Institute of Personnel and Development, UK human resources management certification
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Ministry of Energy
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3
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VULPESCU
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Remus Dumitru
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Medias, Sibiu
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- University of Bucharest, Bachelor of Law and Political Science, Tiffin University - USA, Executive Master of Business Administration degree
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Ministry of Energy
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4
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NICULESCU
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George Sergiu
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Constanta, jud Constanta
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- Ovidiu University Constanta Bachelor of Legal Sciences, Academy of Economic Studies Bucharest Master of Business Administration
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Ministry of Energy
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Annex 2 - 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".