by dragos

22.01.2025

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

Convening Notice For the Ordinary and Extraordinary General Meeting of Sharesholders dated 25.01.2025

Ordinary General Meeting of Shareholders

Item 2 – Approval of the Quarterly Report of the Board of Directors for the third quarter of 2024.

Item 3 –Approval of the updated strategy for the continuation of the investment in the Project for the Unit 1 Cernavoda NPP Refurbishment, based on the updated Feasibility Study, under the conditions detailed in SNN Note no 15106 dated 16.12.2024, which will be presented to the shareholders at the meeting

Item 4 –Approval of the Strategy for the continuation of the DICA (Interim Spent Fuel Repository) Investment Project on the basis of the „Feasibility Study for the Expansion of the Interim Spent Fuel Repository Storage (DICA) with MACSTOR 400 modules” – Code: 79D-08230-SF-001, updated, rev:2, under the conditions detailed in SNN Note No. 15064 dated 13.12.2024, which will be presented to the shareholders at the OGMS meeting.

For items 3,4 on the agenda of the Ordinary General Meeting of the Shareholders of Societatea Nationala Nuclearelectrica S.A., and for items 2, 4 on the agenda of the Extraordinary General Meeting of the Shareholders of Societatea Nationala Nuclearelectrica S.A., which will take place on 22.01.2025, at 10:00 for the OGMS, respectively at 11:00 for the EGMS (Romanian time), SNN has published materials related to items 3,4 on the agenda of the OGMS:

Approval of the updated strategy for the continuation of the investment in the Project for the Unit 1 Cernavoda NPP Refurbishment, based on the updated Feasibility Study, under the conditions detailed in SNN Note no 15106 dated 16.12.2024, which will be presented to the shareholders at the meeting
Approval of the Strategy for the continuation of the DICA (Interim Spent Fuel Repository) Investment Project on the basis of the „Feasibility Study for the Expansion of the Interim Spent Fuel Repository Storage (DICA) with MACSTOR 400 modules” – Code: 79D-08230-SF-001, updated, rev:2, under the conditions detailed in SNN Note No. 15064 dated 13.12.2024, which will be presented to the shareholders at the OGMS meeting.

And items 2,4 on the EGMS agenda:

2.Approval of the updated Investment Decision for the continuation of the investment in the Project of Cernavoda NPP Unit 1 Refurbishment, based on the updated Feasibility Study, under the conditions detailed in SNN Note No. 15106 dated 16.12.2024, which will be presented to the shareholders at the meeting.

Approval of the contract having as object „Works for the Refurbishment of Unit 1 Cernavodă NPP”, with a value of 1,904,141,391.00 Euro, VAT excluded, with the Association formed by Candu Energy Inc, Canadian Commercial Corporation, Ansaldo Nucleare S.p.A and Korea Hydro & Nuclear Power Co, Ltd (the Consortium), under the conditions detailed in the Note presented to the shareholders, no. 15150 dated 16.12.2024.

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:

-Appendix 1 to the OGMS/EGMS NOTE No. 15106 dated 16.12.2024 of presentation to the shareholders, representing the „Feasibility Study (version v2) 2024 for the Cernavoda NPP Unit 1 Refurbishment Project”, related to item 3 of the OGMS agenda, respectively item 2 of the EGMS agenda;

– Appendix 1 to OGMS NOTE No. 15064 dated 12/16/2024 of presentation for shareholders, representing the „Feasibility Study for the Expansion of the Interim Spent Fuel Repository (DICA) with MACSTOR 400 Modules” – Code: 79D-08230-SF-001, updated, rev:2, afferent to OGMS Agenda Item 4.

SNN has decided, 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 10.01.2025, 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:

– The contract having as its object „Refurbishment works of Cernavoda NPP Unit 1”, with a value of 1,904,141,391.00 Euro, VAT excluded, with the Association formed by Candu Energy Inc, Canadian Commercial Corporation, Ansaldo Nucleare S.p.A and Korea Hydro & Nuclear Power Co, Ltd. (the Consortium) afferent to Item 4 on the EGMS agenda, except for Appendix CC, D, E, J and O and points 1, 2, 3 and 4 of the table included in Section 11.1, which represent commercial secret of the association.

SNN will verify the shareholder quality on 10.01.2025 in the register of shareholders sent by the Central Depository and will provide a copy of the following:

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 OGMS/EGMS documents 22.01.2025”.

The copy of the documentation 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 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 09.2024 – 03.12.2024.

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 09.2024 – 03.12.2024.

Item 7 –Information regarding the investment decision on the project „Rehabilitation and modernization of the Fire Water Pumping Station equipment”

Extraordinary General Meeting of Shareholders

Item 2 –Approval of the updated Investment Decision for the continuation of the investment in the Project of Cernavoda NPP Unit 1 Refurbishment, based on the updated Feasibility Study, under the conditions detailed in SNN Note No. 15106 dated 16.12.2024, which will be presented to the shareholders at the meeting.

Item 3 –Approval of the mandate of the SNN Board of Directors, with the possibility of sub-delegation to the SNN executive management, to adopt all necessary measures for the implementation of the updated Investment Strategy and Decision for the continuation of the investment Project for the Refurbishment of Unit 1 of Cernavoda NPP, based on the updated Feasibility Study (FS version v2 2024), in compliance with the competences established by the SNN Article of Incorporation and the applicable legal requirements

Item 4 –Approval of the contract having as object „Works for the Refurbishment of Unit 1 Cernavodă NPP”, with a value of 1,904,141,391.00 Euro, VAT excluded, with the Association formed by Candu Energy Inc, Canadian Commercial Corporation, Ansaldo Nucleare S.p.A and Korea Hydro & Nuclear Power Co, Ltd (the Consortium), under the conditions detailed in the Note presented to the shareholders, no. 15150 dated 16.12.2024.

Appendix A – NSP and BOP Refurbishment Activities for the purposes of Cernavoda NPP U1 Refurbishment Project;
Appendix B – List of Infrastructure Facilities required for Cernavoda NPP U1 Refurbishment Project;

Approval of the updated strategy for the continuation of the investment in the Project for the Unit 1 Cernavoda NPP Refurbishment, based on the updated Feasibility Study, under the conditions detailed in SNN Note no 15106 dated 16.12.2024, which will be presented to the shareholders at the meeting
Approval of the Strategy for the continuation of the DICA (Interim Spent Fuel Repository) Investment Project on the basis of the „Feasibility Study for the Expansion of the Interim Spent Fuel Repository Storage (DICA) with MACSTOR 400 modules” – Code: 79D-08230-SF-001, updated, rev:2, under the conditions detailed in SNN Note No. 15064 dated 13.12.2024, which will be presented to the shareholders at the OGMS meeting.

And items 2,4 on the EGMS agenda:

Approval of the contract having as object „Works for the Refurbishment of Unit 1 Cernavodă NPP”, with a value of 1,904,141,391.00 Euro, VAT excluded, with the Association formed by Candu Energy Inc, Canadian Commercial Corporation, Ansaldo Nucleare S.p.A and Korea Hydro & Nuclear Power Co, Ltd (the Consortium), under the conditions detailed in the Note presented to the shareholders, no. 15150 dated 16.12.2024.

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:

SNN will verify the shareholder quality on 10.01.2025 in the register of shareholders sent by the Central Depository and will provide a copy of the following:

Item 5 –Approval of the mandate of the SNN’s CEO to sign additional deeds to the contract having as its object „Works for the refurbishment of Unit 1 Cernavodă NPP”, mentioned in the previous point, within the limits and conditions provided in Law no. 99/2016 with subsequent amendments and additions, with the subsequent information of the Board of Directors of SNN and subject to the condition of inclusion in the total amount of the General Investment Estimate, with the possibility for the CEO of SNN to sub-delegate this power to other representatives of the management of the company / CNE Cernavoda branch.

Item 6 –Approval of (i) a proposal to amend the Shareholders’ Agreement (or Investors’ Agreement) in relation to the establishment of a new legal entity, organized as a joint stock company and aiming at the development of the NuScale Small Modular Reactors (SMR) Project on the Doicesti site, signed between SNN and Nova Power and Gas S. R.L. (NPG), in accordance with paragraph 7 of SNN’s Note no. 14865/11.12.2024, which will be presented to the shareholders at the AGEA meeting, and (ii) to mandate SNN’s executive management to sign the Additional Deed to the above mentioned Investors’ Agreement, in the name and on behalf of the shareholder SNN