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S.N. NUCLEARELECTRICA S.A. - SNN

OGSM & EGSM resolutions 10.08.2022

Release Date: 8/10/2022 4:29:29 PM

IRIS Code: 28D72

 

Current report in compliance with art. 234 paragraph (1), letter c) of ASF Regulation no. 5/2018 regarding issuers of financial instruments and market operations and art. 99 of BVB Code, Title II, Issuers and Financial Instruments.  

 

Reporting date: 10.08.2022

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 Resolutions of the Ordinary and Extraordinary General Meeting of Shareholders dated 10.08.2022

Societatea Nationala Nuclearelectrica S.A. (“SNN”) informs its shareholders and investors that the Ordinary and Extraordinary General Meeting of Shareholders took place at Hotel Capital Plaza, Mihail Kogalniceanu Room, Iancu de Hunedoara Av, no. 54, District 1, Bucharest, on 10.08.2022, at 10:00 o’clock for the OGMS and 11:00 for the EGMS. 

 

The resolutions adopted by the Ordinary and Extraordinary General Meeting of Shareholders dated 10.08.2022 are appendix to this current report.

 

Cosmin Ghita

 

Chief Executive Officer

 

 

                                                   

                                                                                                                                                                              Resolution number 6/10.08.2022

of the Ordinary General Meeting of Shareholders of

Societatea Nationala Nuclearelectrica S.A.

 

Headquarters: 65 Polona street, District 1, 010494 Bucharest, registered with the Bucharest Trade Register Office under the number J40/7403/1998, sole registration code: RO 10874881

 

Today, 10.08.2022, 10:00 o’clock, the shareholders of Societatea Nationala Nuclearelectrica S.A. (hereinafter called “The company” or “SNN”) met within the Ordinary General Meeting of Shareholders (OGMS) of SNN, held at Hotel Capital Plaza, Mihail Kogalniceanu Room, Iancu de Hunedoara Av, no. 54, District 1, Bucharest the OGMS was opened by the President of the meeting, Mr. Teodor Minodor Chirica, in his capacity of Chairman of the Board of Directors.

  

Taking into consideration:

 

· The convening notice of the OGMS, published in the Official Gazette of Romania, Part IV, number 2884 of 07.07.2022, in the, “Romania Libera” newspaper, number 9164 of 07.07.2022 and on the website of the Company;

· The provisions of the effectual Articles of Incorporation of the Company;

· Legal applicable provisions;

The President of the meeting records at the beginning of the meeting, that the OGMS is legal and statutory, 38 shareholders are present or represented, owning a total number of 271.355.170 shares, representing 89,95878%  of the subscribed and paid up share capital, representing 89,95878% of the total voting rights. The requirement regarding quorum is met in accordance with the provisions of article 16 of the Articles of Incorporation and of article 112, paragraph 1 of the Company Law 31/1990 (“Law number 31/1990”). The President of the meeting acknowledges that the OGMS is statutory and legally convened and that it can adopt viable resolutions regarding the items on the agenda.

 Following the debates, the shareholders of the Company hereby decide:

 

1.      The election of the Secretary of the OGMS. 

As per the provisions of art. 129 of the Law no.31/1990, the shareholders of SNN elect as secretary of the OGMS Ms Aurora Negrut and the Company appoints Ms Saida Musledin and Mr Paul Farca as technical secretary of the OGMS.

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 271.355.170 votes, representing 100% of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     271.355.170 votes “for”

-                                        0 votes “against”

-                                        0 votes “abstain”

-                                       0”unexpressed” votes

A number of 0 votes was canceled.

 

2.      Approval of the continuation of the Project of Units 3 and 4 Cernavoda NPP, respectively adoption of the Preliminary Investment Decision and transition to Stage II - Preliminary Works, conditioned by the approval and conclusion of the Support Agreement between the Romanian State and SNN in connection with the Project Units 3 and 4 Cernavoda NPP

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 258.078.975 votes, representing 95,10745% of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     258.078.975 votes “for”

-                       13.276.195 votes “against”

-                                      0 votes “abstain”

-                                      0 ”unexpressed” votes

A number of 0 votes was canceled.

 

3.      Approval of the initiation of the steps in order to award and conclude the contracts necessary for the completion of the Project, under the conditions of the competence limits provided by the articles of incorporation of SNN and EN, and within the amount of 185 million Euro.

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 258.078.975 votes, representing 95,10745% of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     258.078.975 votes “for”

-                       13.276.195 votes “against”

-                                        0 votes “abstain”

-                                        0 ”unexpressed” votes

A number of 0 votes was canceled.

 

4.      Approval of the requests for renewal of the mandates of five members of the Board of Directors of S.N. Nuclearelectrica S.A., starting with 29.09.2022, for a term of 4 years, in accordance with the provisions of art. 28, para. (7) and art. 29, para. (14) of GEO no. 109/2011 (secret vote), as follows:

4.1 Approval of the request for renewal of the mandate of Mr. Minodor Teodor Chirica - non-executive administrator;

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 257.730.041 votes, representing 94,97886% of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     257.730.041 votes “for”

-                       13.280.388 votes “against”

-                            344.741 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

4.2 Approval of the request for renewal of the mandate of Mr. Cosmin Ghita - executive administrator;

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 257.730.041 votes, representing 94,97886% of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     257.730.041 votes “for”

-                       13.280.388 votes “against”

-                            344.741 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

4.3 Approval of the request for renewal of the mandate of Ms. Elena Popescu - non-executive administrator;

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 257.730.041 votes, representing 94,97886% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     257.730.041 votes “for”

-                       13.280.388 votes “against”

-                            344.741 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

4.4 Rejection of the request for renewal of the mandate of Mr. Dumitru Remus Vulpescu - non-executive administrator;

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is rejected with 262.126.671 votes, representing 96,59911% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                          8.883.758 votes “for”

-                       262.126.671 votes “against”

-                              344.741 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

4.5 Rejection of the request for renewal of the mandate of Mr. Mihai Daniel Anitei - non-executive administrator

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is rejected with 248.850.476 votes, representing 91,70655% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                         22.159.953 votes “for”

-                       248.850.476 votes “against”

-                            344.741 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

 

5.      Appointment of five members of the Board of Directors of S.N. Nuclearelectrica S.A., starting with 29.09.2022, for a term of 4 years, in accordance with the provisions of art. 29, para. (1) of GEO no. 109/2011 (secret vote), as follows: 

5.1 Appointment of Mr. Minodor Teodor Chirica - non-executive administrator;

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 255.490.371 votes, representing 94,15349% of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     255.490.371 votes “for”

-                       15.520.058 votes “against”

-                            344.741 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

5.2 Appointment of Mr. Cosmin Ghita - executive administrator;

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 257.714.143 votes, representing 94,97300% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     257.714.143 votes “for”

-                       13.296.286 votes “against”

-                            344.741 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

5.3. Appointment of Ms. Elena Popescu - non-executive administrator;

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 255.490.371 votes, representing 94,15349% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     255.490.371 votes “for”

-                       15.520.058 votes “against”

-                            344.741 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

5.4 Rejection of appointment of Mr. Dumitru Remus Vulpescu - non-executive administrator;

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is rejected with 264.355.218 votes, representing 97,42037% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                             6.655.211 votes “for”

-                         264.355.218 votes “against”

-                                 344.741 votes “abstain”

-                                            0 ”unexpressed” votes

A number of 0 votes was canceled.

 

5.5 Rejection of appointment of Mr. Mihai Daniel Anitei - non-executive administrator.

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is rejected with 248.850.476 votes, representing 91,70655% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                             22.159.953 votes “for”

-                       248.850.476  votes “against”

-                            344.741 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

6.      Approval of the gross monthly fixed indemnity of non-executive members of the Board of Directors, in value twice the average for the last 12 months of the average gross monthly earnings for the activity carried out according to the main object of activity registered by the company, at class level according to the activities national economy, communicated by the National Institute of Statistics prior to the appointment and approval of the variable component of non-executive directors in the amount of 12 fixed monthly indemnities according to the Note presented to shareholders.

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 269.370.006 votes, representing 99,26843% of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     269.370.006  votes “for”

-                       1.640.423 votes “against”

-                            344.741 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

7.      Approval of the gross monthly fixed indemnity of executive member of the Board of Directors, in value represented six times the average for the last 12 months of the average gross monthly salary for the activity carried out according to the main object of activity registered by the company, at class level according to the activities national economy, communicated by the National Institute of Statistics prior to the appointment and approval of the variable component of the executive administrator according to the Note presented to the shareholders.

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 271.004.908 votes, representing 99,87092 % of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     271.004.908  votes “for”

-                               5.521 votes “against”

-                            344.741 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

8.      Approval of the form of the mandate contract to be signed by the company with the newly appointed administrators.

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 271.010.429 votes, representing 99,87296% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     271.010.429 votes “for”

-                                     0  votes “against”

-                            344.741 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

9.      Mandating the representative of the Ministry of Energy within the general meeting of shareholders to sign in the name and on behalf of the company the mandate contracts of the administrators that are to enter into force on 29.09.2022.

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 271.010.429 votes, representing 99,87296% of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     271.010.429 votes “for”

-                                     0  votes “against”

-                            344.741 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

  

10.  Election of Mr. Chirlesan Dumitru as provisional member of the Board of Directors, starting with 10.08.2022, for a term of 4 months, in accordance with the provisions of art. 641, para. (3) and para. (5) of GEO no. 109/2011, with the subsequent modifications and completions or until the completion of the selection procedure of the selected administrators in accordance with the provisions of GEO 109/2011 if the selection is completed before the mentioned term; (secret vote)

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 254.243.795 votes, representing 93,69410% of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     254.243.795 votes “for”

-                       16.959.111 votes “against”

-                            152.264 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

11.  Approval of the form of the mandate contract to be signed by the Company with the new 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 contract;

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 254.243.795 votes, representing 93,69410% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     254.243.795 votes “for”

-                       16.959.111 votes “against”

-                            152.264 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

12.  Approval of the gross monthly fixed indemnity for the provisional member of the Board of Directors at the level of 15,057 lei, equal to that of the most recent administrator in office selected according to GEO no. 109/2011, as well as of a variable component determined in an identical way to that of the incumbent administrators, at the level of the short-term component, granted in proportion to the period of the provisional mandate.

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 254.243.795 votes, representing 93,69410% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     254.243.795 votes “for”

-                       17.111.375 votes “against”

-                                     0 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

13.  Extension of the term of office of Mr. George Sergiu Niculescu which ceases on 28.08.2022, with a period of 2 months, starting with 29.08.2022, in accordance with the provisions of art. 641 para. (3) and para. (5) of GEO no. 109/2011 with the subsequent amendments and completions or until the date of acceptance of the mandate by an administrator appointed in accordance with the provisions of GEO no. 109/2011, with the subsequent modifications and completions, if the selection is completed before the mentioned term. (secret vote).

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 255.420.811 votes, representing 94,12786% of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     255.420.811  votes “for”

-                       15.934.359 votes “against”

-                                     0 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

14.  Approval of the maintenance of the gross monthly fixed indemnity for the provisional member of the Board of Directors and of the variable component, as approved by the OGMS Decision no. 5 / 28.04.2022.

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 253.829.494 votes, representing 93,54143% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     253.829.494  votes “for”

-                       17.082.360 votes “against”

-                            443.316  votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

15.  Approval of the form of the additional act to the mandate contract to be signed by the company with the provisional member of the Board of Directors whose mandate has been extended.

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 255.430.525 votes, representing 94,13144% of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     255.430.525  votes “for”

-                       15.481.329 votes “against”

-                            443.316  votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

16.  Mandating the representative of the Ministry of Energy within the general meeting of shareholders to sign in the name and on behalf of the company the addendum to the mandate contract of the provisional administrator whose mandate has been extended.

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 255.873.841 votes, representing 94,29481% of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     255.873.841votes “for”

-                       15.481.329 votes “against”

-                                       0  votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

17.  Approval of the start of selection procedure for the members of the Board of Directors of Societatea Nationale Nuclearelectrica SA (vacancies), according to the provisions of GEO no. 109/2011 on the corporate governance of public enterprises, with subsequent amendments and completions.

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 271.355.170 votes, representing 100% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     271.355.170  votes “for”

-                                       0 votes “against”

-                                       0  votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

18.  Approval of the mandate of the Board of Directors of SNN for carrying out the selection procedure for the members of the Board of Directors of SN Nuclearelectrica SA (vacancies).

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 271.355.170 votes, representing 100% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     271.355.170  votes “for”

-                                       0 votes “against”

-                                       0  votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

19.  Approval of the Quarterly Report of the Board of Directors for the first quarter of 2022.

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 271.355.170 votes, representing 100% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     271.355.170  votes “for”

-                                       0 votes “against”

-                                       0  votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

20.  Information on how to fulfill the requests made by the majority shareholder Ministry of Energy, in the meeting of the General Meeting of Shareholders on April 28, 2022 regarding the issues highlighted by the independent auditor in the report on individual and consolidated financial statements for 2021.

 

This current item on the agenda is not subjected to the vote of the shareholders; the shareholders acknowledge the information presented by the Company with regards to this item.

21.  Revocation of Mr. Serban Constantin Valeca from the position of member of the Board of Directors as a result of the legal termination of this position by death (secret vote).

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 271.355.170 votes, representing 100% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     271.355.170  votes “for”

-                                        0 votes “against”

-                                        0  votes “abstain”

-                                        0 ”unexpressed” votes

A number of 0 votes was canceled.

 

22.  Approval of date 30.08.2022 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.

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 271.355.170 votes, representing 100% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     271.355.170  votes “for”

-                                       0 votes “against”

-                                       0  votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

23. Approval of date 29.08.2022 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.

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 271.355.170 votes, representing 100% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     271.355.170  votes “for”

-                                       0 votes “against”

-                                       0  votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

24.  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.

 

In the presence of the shareholders representing 89,95878% of the share capital and 89,95878% of the voting rights, the current item is adopted with 271.355.170 votes, representing 100% o of the validly casted votes, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The casted votes were recorded as follows:

-                     271.355.170  votes “for”

-                       0 votes “against”

-                                     0  votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

 

          CHAIRMAN OF THE BOARD OF DIRECTORS

                  TEODOR MINODOR CHIRICA

SECRETARY OF THE MEETING

AURORA NEGRUT

 

                                                                                                                                                            Resolution number 7/ 10.08.2022

of the Extraordinary General Meeting of Shareholders of

Societatea Nationala Nuclearelectrica S.A.

 

Headquarters: 65 Polona street, District 1, 010494 Bucharest, registered with the Bucharest Trade Register Office under the number J40/7403/1998, sole registration code: RO 10874881

Today, 10.08.2022, 11:00 o’clock, the shareholders of Societatea Nationala Nuclearelectrica S.A. (hereinafter called “The company” or “SNN”) met within the Extraordinary General Meeting of Shareholders (EGMS) of SNN at Hotel Capital Plaza, Mihail Kogalniceanu Room, Iancu de Hunedoara Av, no. 54, District 1, Bucharest the EGMS was opened by the President of the meeting, Mr. Teodor Minodor Chirica in his capacity of Chairman of the Board of Directors.

Taking into consideration:

· The convening notice of the EGMS, published in the Official Gazette of Romania, Part IV, number 2884 of 07.07.2022, in the, “Romania Libera” newspaper, number 9164 of 07.07.2022 and on the website of the Company;

· The provisions of the effectual Articles of Incorporation of the Company;

· Legal applicable provisions;

The President of the meeting records at the beginning of the meeting, that the EGMS is legal and statutory, 38 shareholders are present or represented, owning a total number of 271.355.170 shares, representing 89,95878% of the subscribed and paid up share capital, representing 89,95878% of the total voting rights. The requirement regarding quorum is met in accordance with the provisions of article 16 of the Articles of Incorporation and of article 115, paragraph 1 of the Company Law 31/1990 (“Law number 31/1990”). The President of the meeting acknowledges that the EGMS is statutory and legally convened and that it can adopt viable resolutions regarding the items on the agenda.

Following the debates, the shareholders of the Company hereby decide:

1.      The election of the Secretary of the EGMS

As per the provisions of art. 129 of the Law no.31/1990, the shareholders of SNN elect as secretary of the EGMS Ms Aurora Negrut and the Company appoints Ms Saida Muledin and Mr Paul Farca as technical secretary of the EGMS.

In the presence of the shareholders representing 89,95878 % of the share capital and 89,95878 %  of the voting rights, this item is adopted  with 271.355.170 votes representing 100% of the total votes held by the present or represented shareholders, in compliance with the provisions under Art. 16 of the Constitutive Act corroborated with the provisions under Art. 115 paragraph 2 of the Law No. 31/1990.

The votes were recorded as follows:

-                      271.355.170 votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain

-                                       0 votes were not casted.

 

A number of  0 was annuled.

       2.      Approval of the financing by SNN of EnergoNuclear S.A., by increasing the share capital of EN in cash by SNN and / or by granting loans associated with SNN, with a total value of 185 million Euro, calibrated to the development requirements of the Project and necessary for the implementation of Stage II of the Project of Units 3 and 4 Cernavoda NPP conditioned by the approval and conclusion of the Support Agreement between the Romanian State and SNN in connection with the Project of Units 3 and 4 Cernavoda NPP.

 

In the presence of the shareholders representing 89,95878 % of the share capital and 89,95878 % of the voting rights, this item is adopted  with 258.078.975 votes representing 95,10745% of the total votes held by the present or represented shareholders, in compliance with the provisions under Art. 16 of the Constitutive Act corroborated with the provisions under Art. 115 paragraph 2 of the Law No. 31/1990.

The votes were recorded as follows:

-                      258.078.975 votes “for”

-                        13.276.195 votes “against”

-                                       0 votes “abstain

-                                       0 votes were not casted.

 

A number of  0 was annuled.  

       3.   Approval of the establishment of a working point of the Company in Doicesti Commune, 12, Colonie St., Community Center, ground floor, Village Museum room, Dambovita County.

 

In the presence of the shareholders representing 89,95878 % of the share capital and 89,95878 %  of the voting rights, this item is adopted  with 258.078.975 votes representing 95,10745% of the total votes held by the present or represented shareholders, in compliance with the provisions under Art. 16 of the Constitutive Act corroborated with the provisions under Art. 115 paragraph 2 of the Law No. 31/1990.

The votes were recorded as follows:

-                      258.078.975 votes “for”

-                        13.276.195 votes “against”

-                                       0 votes “abstain

-                                       0 votes were not casted.

 

A number of  0 was annuled.

       4.      Approval of date 30.08.2022 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.

 

In the presence of the shareholders representing 89,95878 % of the share capital and 89,95878 %  of the voting rights, this item is adopted  with 271.355.170 votes representing 100% of the total votes held by the present or represented shareholders, in compliance with the provisions under Art. 16 of the Constitutive Act corroborated with the provisions under Art. 115 paragraph 2 of the Law No. 31/1990.

The votes were recorded as follows:

-                      271.355.170  votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain

-                                       0 votes were not casted.

 

A number of  0 was annuled.

  1. Approval of date 29.08.2022 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. 

In the presence of the shareholders representing 89,95878 % of the share capital and 89,95878 %  of the voting rights, this item is adopted  with 271.355.170 votes representing 100% of the total votes held by the present or represented shareholders, in compliance with the provisions under Art. 16 of the Constitutive Act corroborated with the provisions under Art. 115 paragraph 2 of the Law No. 31/1990.

The votes were recorded as follows:

-                      271.355.170  votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain

-                                       0 votes were not casted.

 

A number of  0 was annuled.

       6.      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 presence of the shareholders representing 89,95878 % of the share capital and 89,95878 %  of the voting rights, this item is adopted  with 271.355.170 votes representing 100% of the total votes held by the present or represented shareholders, in compliance with the provisions under Art. 16 of the Constitutive Act corroborated with the provisions under Art. 115 paragraph 2 of the Law No. 31/1990.

The votes were recorded as follows:

-                      271.355.170  votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain

-                                       0 votes were not casted.

 

A number of  0 was annuled.

          CHAIRMAN OF THE BOARD OF DIRECTORS

                                              TEODOR MINODOR CHIRICA

SECRETARY OF THE MEETING

AURORA NEGRUT

 

 



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