14.11.2024

The convening notice of the Ordinary and Extraordinary  General Meeting of Shareholders for 14.11.2024

The Regulation regarding the organization and unfolding of the General Meetings of Shareholders updated in October 2020 through the BoD Decision no. 205/15.10.2021

The amended convening notice of the Ordinary and Extraordinary  General Meeting of Shareholders for 14.11.2024

Ordinary General Meeting of Shareholders

Item 2 –Approval of the half-yearly report of the Board of Directors of S.N. Nuclearelectrica S.A. for the period January 1 – June 30, 2024.

Item 3 –Approval of the Board of Directors Quarterly Report for the period January 1 – March 31, 2024.

Item 4 –Approval of the SNN Code of Governance: General Standards and Specific Corporate Policies, based on the Note regarding to the Code of Governance: General Standards and Specific Corporate Policies.

Appendix – Code of Governance

Appendices to the governance code:

ANNEX A – SNN Group Decision-Making Structure

ANNEX B – Functional Areas in the SNN Group

1.0.1_ Nuclear Safety

2.0.1_ Environmental Protection

3.0.1_ Production Coordination and Technical Support

4.0.1_ Management Systems

5.0.1_ Financial

7.0.1_ Investments

8.0.1_ IT&C and Cyber Security

9.0.1_ Physical and Classified Information Protection

10.0.1_ Internal Control

11.0.1_ Human Resources

12.0.1_ Internal Audit

13.0.1_ Risk Management

14.0.1_ Occupational Health and Safety

15.0.1_Legal

16.0.1_ Procurement

17.0.1_ Communication

18.0.1_ Anti-Corruption Ethics and Integrity

Item 5 –Information on transactions concluded by directors or managers, with employees, with shareholders who control the company or a company controlled by them, according to Article 52 paragraph (3) letter a) of GEO no. 109/2011 with subsequent amendments and additions, in the period 06.2024-13.09.2024.

Item 6 –Information on transactions concluded by directors or managers, with employees, with controlling shareholders of the company or a company controlled by them, in accordance with Article 52 (3) (b) of GEO no. 109/2011 as amended and supplemented, during the period 06.2024-13.09.2024.

Extraordinary General Meeting of Shareholders

Item 2 – Approval of the outcome of the negotiations on the award of the contract for Engineering and Project Management Services (EPCM Contract) for the Project Units 3 and 4 of Cernavodă NPP, respectively some aspects of commercial opportunity.

Item 3 – Approval of the EPCM Contract (Engineering, Procurement and Construction Management) for Units 3 and 4 of Cernavodă NPP, between EnergoNuclear S.A. and the FCSA Association formed by Fluor B.V., Fluor Energy Transition Inc. Wilmington Bucuresti Branch, Candu Energy Inc., Ansaldo Nucleare S.p.A., S&L Engineers, Ltd. and Sargent & Lundy Energie S.R.L.

Item 4 – Approval of the mandate of the General Manager of EnergoNuclear S.A. to sign, in the name and on behalf of EnergoNuclear S.A., the EPCM (Engineering, Procurement and Construction Management) Contract regarding Units 3 and 4 Cernavodă NPP, between EnergoNuclear S.A. and the FCSA Association formed by Fluor B.V., Fluor Energy Transition Inc. Wilmington Bucuresti Branch, Candu Energy Inc., Ansaldo Nucleare S.p.A., S&L Engineers, Ltd. and Sargent & Lundy Energie S.R.L.

Item 5 – Approval of the Investment Decision I and the transition to Phase II – Preliminary Works related to the Project Units 3 and 4 Cernavodă NPP.

Item 6 – Approval of the empowerment of the Board of Directors of SNN, in its capacity as legal representative of the SNN sole shareholder of EnergoNuclear S.A., to approve, by delegation of powers, the measures necessary for the resizing of the activities of EnergoNuclear S.A., the Income and Expenditure Budget to enable the implementation of Phase II – Preliminary Works, as well as to approve the mandate of the representative of SNN (to be designated as such by the executive management of SNN) in the General Meeting of Shareholders of EnergoNuclear S.A. to vote in favor of the implementation of the necessary measures for the resizing of the activities of EnergoNuclear S.A. and of the income and expenditure budget, enabling the implementation of Phase II – Preliminary Works, subject to the approvals under the previous points.

Item 7 – Approval of the mandate of the representative of SNN (to be appointed by the executive management of SNN) in the General Meeting of Shareholders of EnergoNuclear S.A., to participate and vote, within the Extraordinary General Meeting of Shareholders of EnergoNuclear S.A., convened for this purpose, in favor of the following agenda items:

(i) Approval of the outcome of the negotiations regarding the award of the contract for Engineering and Project Management Services (EPCM Contract) for the Project Units 3 and 4 Cernavodă NPP, respectively, certain aspects of commercial opportunity

(ii) Approval of the conclusion of the EPCM Contract (Engineering, Procurement and Construction Management Contract) for Units 3 and 4 of Cernavodă NPP, between EnergoNuclear S.A. and the FCSA Association formed by Fluor B.V., Fluor Energy Transition Inc. Wilmington Bucuresti Branch, Candu Energy Inc., Ansaldo Nucleare S.p.A., S&L Engineers, Ltd. and Sargent & Lundy Energie S.R.L.

(iii) Approval of the mandate of the General Manager of EnergoNuclear S.A. to sign, in the name and on behalf of EnergoNuclear S.A. the EPCM (Engineering, Procurement and Construction Management) Contract for Units 3 and 4 of Cernavodă NPP, between EnergoNuclear S.A. and the FCSA Association formed by Fluor B.V., Fluor Energy Transition Inc. Wilmington Bucuresti Branch, Candu Energy Inc., Ansaldo Nucleare S.p.A., S&L Engineers, Ltd. and Sargent & Lundy Energie S.R.L.

(iv) Approval of the Investment Decision I and the transition to Phase II – Preliminary Works related to the Project Units 3 and 4 of CNE Cernavodă NPP.

(v) Approval of the mandate of the General Manager of EnergoNuclear S.A., with the possibility of sub-delegation, for the performance of any act or formality required by law for the fulfillment of the resolutions adopted in this respect, including with regard to their registration and publication with the Trade Register Office or any other public institution.

Note for items 2, 3,4,5,6 and 7 

At items 2,3 si 5 from the revised agenda of the Extraordinary General Shareholders Meeting of Societatea Nationale Nuclearelectrica S.A., due to be held on 14.11.2024, at 11:00 AM (Romania time), SNN published the note regarding to the:

2. Approval of the outcome of the negotiations on the award of the contract for Engineering and Project Management Services (EPCM Contract) for the Project Units 3 and 4 of Cernavodă NPP, respectively some aspects of commercial opportunity.

3. Approval of the EPCM Contract (Engineering, Procurement and Construction Management) for Units 3 and 4 of Cernavodă NPP, between EnergoNuclear S.A. and the FCSA Association formed by Fluor B.V., Fluor Energy Transition Inc. Wilmington Bucuresti Branch, Candu Energy Inc., Ansaldo Nucleare S.p.A., S&L Engineers, Ltd. and Sargent & Lundy Energie S.R.L.

5. Approval of the Investment Decision I and the transition to Phase II – Preliminary Works related to the Project Units 3 and 4 Cernavodă NPP.

In order to protect its legitimate commercial interests, as well as the commercial interests of the Association, given the commercial information contained in the following:

Annex 1 – Note Energonuclear no. 1991/22.10.2024;

Annex 2 – ANAP Endorsement no. 2011/16919/DGCECMSS/22.10.2024;

Annex 3 – Note Energonuclear no. 1992/22.10.2024;

Annex 4 – Note Energonuclear no. 1993/22.10.2024

Annex 5 – Note Energonuclear no. 1999/23.10.2024.

SNN has decided, as per the note related to items 2,3 si 5 on the revised agenda of the Extraordinary General Meeting of Shareholders of S.N. Nuclearelectrica S.A., under the applicable legislation, the shareholders right to have access to sufficient information on issues subject to GMS approval, in the spirit of transparency, good faith and good practice, to offer shareholders the opportunity, subject to the fulfillment of the identification requirements provided in the GMS Convening Notice and the requirement to hold the quality of shareholder on the reference date 01.11.2024, to issue a request in this respect accompanied by the Non-disclosure Agreement filled in (link) and a copy of the ID in order to receive access to the following:

Annex 1 – Note Energonuclear no. 1991/22.10.2024;

Annex 2 – ANAP Endorsement no. 2011/16919/DGCECMSS/22.10.2024;

Annex 3 – Note Energonuclear no. 1992/22.10.2024;

Annex 4 – Note Energonuclear no. 1993/22.10.2024

Annex 5 – Note Energonuclear no. 1999/23.10.2024.

SNN will verify the shareholder quality on 01.11.2024 in the register of shareholders sent by the Central Depository and will provide a copy of the following:

Annex 1 – Note Energonuclear no. 1991/22.10.2024;

Annex 2 – ANAP Endorsement no. 2011/16919/DGCECMSS/22.10.2024;

Annex 3 – Note Energonuclear no. 1992/22.10.2024;

Annex 4 – Note Energonuclear no. 1993/22.10.2024

Annex 5 – Note Energonuclear no. 1999/23.10.2024.

The requests, accompanied by the signed non-disclosure agreement and the ID copy will be sent to the attention of SNN’s Board of Directors, either in physical format or by submitting them to SNN’s Registry, Iancu de Hunedoara Boulevard, no 48, district 1, Bucharest, between 08:00 and 16:00, or by sending them online, with extended incorporated  electronic signature according to Law no 455/2001 to the e-mail address aga@nuclearelectrica.ro with the title “Request for EGMS documents 14.11.2024”.

The copy of the documents presented above will be made available for collection from the SNN Registry from Iancu de Hunedoara Boulevard no. 48, district 1, Bucharest, between 08:00 and 16:00 for requests received in physical and by e-mail, with the SNN’s incorporated electronic signature for requests received by e-mail.

 

Item 8 – Approval of the relocation of the registered office of the company in order to complete the address of the current registered office of SN Nuclearelectrica SA with the first floor of the building located in Bucharest, Iancu de Hunedoara Boulevard no. 48, district 1. Consequently, the new registered office will be at the address in Bucuresti, district 1, Iancu de Hunedoara Boulevard no. 48, ground floor, 1st, 3rd, 4th, 5th and 13th floors.

Item 9 – Approval of the proposal to update the Articles of Incorporation of SN Nuclearelectrica SA with the new headquarters, presented in the Annex to this convening notice.

Item 10 – Empowering the Chairman of the Board of Directors to sign the updated Articles of Incorporation, the declaration on own responsibility on the fulfillment of the conditions for the functioning / conduct of business with the Trade Register Office related to the new registered office, the change of the company’s registration certificate, as well as for the fulfillment of any other formalities necessary for the registration of the relocation of the registered office.

Note for items 8,9 and 10

Appendix

Item 11 – Approval of the conclusion of an addendum to the Framework Agreement no. 519/16.04.2024, having as subject matter “Management, technical assistance, consultancy and staff training services, necessary for the preparation and implementation of the Cernavoda NPP Unit 1 Refurbishment Project”, between SN Nuclearelectrica S.A., as the Purchaser and Canadian Nuclear Partners S.A., as Provide, under the conditions detailed in the Note presented to the shareholders and empowerment of the CEO of SN Nuclearelectrica S.A. to sign the Addendum, in the name and on behalf of the Company;

Item 12 – Empowering the CEO of SNN to approve non-substantial amendments to the Framework Agreement no. 519/16.04.2024, during its implementation, in accordance with the provisions of Law no. 99/2016, except for changes leading to an increase in the contract price in other situations than by strictly applying the hourly rate indexation clause provided for in the framework agreement, and to sign the Addenda to the Framework Agreement no. 519/16.04.2024 which include these non-substantial amendments, in the name and on behalf of the Company. The CEO of SN Nuclearelectrica S.A. will be empowered to delegate this power, in whole or in part, to the Manager of the Cernavodă NPP Branch.

Note for items 11 and 12 

Item 13 –Empowering the CEO of SN Nuclearelectrica S.A. to approve non-substantial amendments to the Sectoral Contract for the supply of Products and Services RUEC 1607/ 27.11.2023, in accordance with the provisions of Law no. 99/2016, with the exception of amendments leading to the increase of the Contract price in other situations than through the application of the indexation clause for unit prices and hourly rates provided for in the Contract, and to sign the Addenda to the Contract, containing these non-substantial amendments, in the name and on behalf of the Company (including as a result of the application of the revision clauses, within the meaning of art. 236 of Law 99/2016), the CEO  being able to sub-delegate these powers to the to the Manager of the Cernavoda NPP Branch , in whole or in part,.

Item 14 –Information on the approval, by the Board of Directors of S.N. Nuclearelectrica S.A. (SNN), of the investment decision in the project for the production of medical isotopes – Lutetium-177 at Unit 2, CNE Cernavoda, based on the Feasibility Study

 

Request to amend the agenda of the EGMS from the majority shareholder, the Ministry of Energy

General powers of attorney

General power of attorney for individual shareholders OGMS – click here

General power of attorney for legal person shareholders OGMS – click here

General power of attorney for individual shareholders EGMS – click here

General power of attorney for legal person shareholders EGMS – click here

Special powers of attorney

Special power of attorney for individual shareholders OGMS  – click here

Special power of attorney for legal person shareholders OGMS   – click here

Special power of attorney for the individual shareholder for EGMS  – click here

AMENDED AGENDA Special power of attorney for the individual shareholder for EGMS  – click here

Special power of attorney for the legal person shareholder for EGMS – click here

AMENDED AGENDA Special power of attorney for the legal person shareholder for EGMS – click here

Correspondence ballots

Correspondence ballot for individual shareholders for OGMS   – click here

Correspondence ballot for legal person shareholders for OGMS  – click here

Correspondence ballot for individual shareholders for EGMS  – click here

AMENDED AGENDA Correspondence ballot for individual shareholders for EGMS  – click here

Correspondence ballot for legal person shareholders for EGMS  – click here

AMENDED AGENDA Correspondence ballot for legal person shareholders for EGMS  – click here

Resolution drafts

OGMS resolution draft

AMENDED AGENDA OGMS resolution draft

EGMS resolution draft

AMENDED AGENDA EGMS resolution draft

Resolution

OGMS Resolution

EGMS Resolution