I am a shareholder. How do I participate in the GMS?

Within SNN GMS, only the shreholders registered in the shareholder’s registry at the reference date mentioned in the GMS convening notice, may participate.

Reference date: The calendar date set by the companys Board of Directors, which serves to identify the shareholders who are entitled to participate and vote in the GMS. The reference date must be after the publication of the notice to attend the GMS and before the GMS.

SNN announces the convening of a GMS by publishing a convening notice in the Official Gazette of Romania, on BVB website, on the website of the company, on the information platform of ASF and in a national newspaper, as per the applicable legislation, with at least 30 days prior to the GMS date.

SNN shareholders may participate in the decision making process as follows:

– Directly, in the GMS conference room, based on indentification

– Vote through a representative having a special

– Vote through a representative having a general power of attorney

– Vote by correspondence ballot.

Identification in the shareholders registry:

 

In case of natural person shareholders, by presenting the personal identification document; these personal identification documents shown by the shareholders have to allow their identification in the list of SNN shareholders at the reference date issued by S.C. Depozitarul Central S.A.;

b) In case of legal entities, by presenting:

 

  • The personal identification document of the legal representative (BI or CI for the Romanian citizens, or the passport for the foreign citizens),

(ii) The ascertaining certificate, in original or certified true copy, issued by the Trade Register, or any other document in original or certified true copy, issued by a competent authority of the state where the shareholders are legally registered, with the purpose of proving the existence of the legal entity and of the name/ status of its legal representative, such documents being issued no earlier than 3 months from the publication date of the summons of the General Meeting, and which allows their identification in the list of SNN shareholders at the reference date issued by S.C. Depozitarul Central S.A.;

 

(iii) The status of the legal representative is established based on the list of SNN shareholders at the reference date, received from Depozitarul Central S.A. However, if the shareholder has failed to notify Depozitarul Central in due time about its legal representative (so that the shareholders’ register should reflect this situation at the reference date), then the ascertaining certificate/ similar documents mentioned above must prove the identity of the shareholder’s legal representative. For the Romanian state, the status of legal representative is proven by the copy of the appointment decree issued by the President of Romania (copy of the Official Gazette in which it was published or extracted from a legislative program), with the purpose of proving the status of the legal representative of the Minister of Energy.

For all the circumstances mentioned above, the documents presented in a foreign language (but not the identification documents valid on the Romanian territory, with Latin letters) shall be accompanied by their certified translation into English or Romanian. The documents that prove the status of the legal representative written in a foreign language other than English shall be accompanied by an authorized translation made by a certified translator for the English and Romanian languages. SNN will not require the legalization of or affixing of an apostille to the documents attesting the status of the shareholder’s legal representative.

  1. For the day and date established for the GMS, the shareholders may present themselves at the location communicated in the convening notice with their identity cards.
  2. The technical secretariat will identify the shareholder in the shareholders registry sent by Depozitarul Central valid for the reference date and will offer the shareholder a proof of presence and the voting ballots for each item on the agenda.
  3. Discussions within the GMS are audio recorded and the presence of the shareholder in the conference room represents his acceptance for the recording of potential questions and comments he/she might have during the GMS. If the participants wish to obtain a copy of the recordings, they will be available at SNN’s headquarters for a fee (the cost will not exceed the amount of the costs incurred by SNN in recording the material) within 15 days of the GMS.
  4. The meeting is opened by the President of the Board of Directors or by any other empowered member of the BoD.
  5. The shareholders may express their vote on the items on the agenda by checking the voting option and handing the ballots to the persons responsible for collecting them.
  6. Each shareholder can request to speak by raising a hand. For the correct mention in the minutes of the meeting, the speaking shareholder will say his/her full name. At the GMS meeting, speaking can only be made in relation to the items on the agenda. In order to ensure that all those interested in speaking at the GMS get to speak, each speaker is to limit his/her speech to a maximum of 3 minutes. If one of the speakers exceeds the limit mentioned above, the Chairperson may order the speaker to be interrupted.
  7. In order to correctly determine the quorum and the results of the vote on each decision, it is forbidden to leave or enter the meeting room between the verification of the quorum and the completion of the voting procedure related to the respective decision.
  8. The solemnity of the GMS will be ensured by the meeting Chairperson, who will be able to order the evacuation from the hall of persons who disturb the good conduct of the meeting or who bring injunctions to the other participants in the GMS.
  9. The resolutions adopted during the GMS will be published by SNN after 18:30 on the day of the GMS by issuing a current report to BVB, ASF and publishing the resolutions on SNN website.

The shareholders may participate and vote in the General Meeting by representation, based on a power of attorney given for that General Meeting, in accordance with the regulations of the Financial Supervisory Authority, in which it will be indicated how the representative should exercise the vote.

The shareholders may mandate other persons, except the members of the Board of Directors, the General Manger, the Directors, the SNN employees, to represent them and to vote in the GMS based on a special power of attorney under sanction of nullity of the decision if, without their vote, the majority required would not have been obtained.

The special powers of attorney must be completed and signed by the shareholder (in three original copies: one form for the shareholder, one for the representative and one for SNN) and they must contain specific voting instructions for each item on the GMS agenda for which the representative is to vote on the shareholder’s behalf, with a clear indication of the voting option (i.e. vote “for”, “against” or “abstain”). A shareholder may be represented in the GMS by a single representative, with a special power of attorney given to for the GMS.

For this purpose, SNN shall make available to the shareholders, on the company’s website, at least 30 days before the GMS date, special authorization forms drafted in both Romanian and English, the shareholders being able to complete the form either in Romanian or in English.

The special power of attorney is valid only for the GMS for which it was requested. The representative has the obligation to vote in accordance with the instructions given by the shareholder who has appointed him/her.

The special power of attorney shall be accompanied by the following documents:

a) For natural person shareholders: a copy of the shareholder’s identity document allowing his/her identification in the SNN shareholders’ list at the reference date issued by SC Depozitarul Central SA and a copy of the identity card of the representative (BI or CI for Romanian citizens or a passport for foreign citizens, with PIC (personal identification code) – if it exists in the country of the origin);

b) For legal entity shareholders:

 

(i) The ascertaining certificate, in original or certified true copy, issued by the Trade Register, or any other document in original or certified true copy, issued by a competent authority of the state where the shareholders are legally registered, with the purpose of proving the existence of the legal entity and of the name/ status of its legal representative, such documents being issued no earlier than 3 months from the publication date of the summons of the General Meeting, and which allows their identification in the list of SNN shareholders at the reference date issued by S.C. Depozitarul Central S.A. In the case of the Romanian state, a copy of the appointment decree issued by the President of Romania (copy of the Official Gazette in which it was published or extracted from a legislative program) shall be presented, with the purpose of proving the status of the legal representative of the Minister of Energy.

 

(ii) The status of legal representative is established based on the SNN shareholders’ list from the reference date received from Depozitarul Central S.A. However, if the shareholder failed to inform Depozitarul Central S.A. in a timely manner of its legal representative, or if this information is not mentioned in the SNN shareholders’ list received from Depozitarul Central S.A. at the reference date, then the ascertaining certificate/ similar documents mentioned above must provide the evidence of the shareholder’s legal representative;

(iii) A copy of the representative (proxy) identity document (BI or CI for Romanian citizens, or passport for foreign citizens with visible PNC (personal numeric code) – if this exists in the country of the origin);

c) The documents presented in a foreign language (except for identity documents valid on the Romanian territory, in Latin characters) shall be accompanied by the certified translation in Romanian or English. The documents attesting to the status of a legal representative drawn up in a foreign language other than English shall be accompanied by a translation made by a certified translator in Romanian or English. SNN shall not require the legalization or the apostille of the documents attesting the status of the shareholder’s legal representative.

The shareholder who exercises the voting right thus has the obligation to deliver the special power of attorney either:

(i) In original, at the address indicated in the convocation, or

(ii) By e-mail, with embedded extended electronic signature according to Law no. 455/2001 on the electronic signature at aga@nuclearelectrica.ro, so that it is received by SNN 48 hours before the date of the first GMS summons, under penalty of loss of exercise of the right to vote in that meeting.

Under Art. 92, par. (10) of Law 24/2017 on issuers of financial instruments and market operations, the representation of the shareholders in the GMS can be also done by people other than the shareholders, based on a special or general power of attorney. Thus, the shareholder may grant a general power of attorney, whose validity shall not exceed 3 years, allowing his/her representative to vote in all aspects of the General Meetings of Shareholders, of one or more issuers identified in the power of attorney, either individually or through a generic wording relating to a particular category of issuers, including decisions, provided that the power of attorney is granted by the shareholder as client to an intermediary, in accordance with the legal provisions.

The general powers of attorney can be downloaded from the website of the company, in the related GMS section.

Prior to their first use, the general powers of attorney are submitted at the company’s headquarters 48 hours before the General Meeting in copy, including the mention of the compliance with the original under the representative’s signature. Certified copies of the power of attorney are retained by SNN, mentioning it in the General Meeting’s minutes.

The shareholders may not be represented in the General Meeting of Shareholders based on a general power of the attorney granted by a person in a situation of conflict of interest, which may occur in particular in one of the following cases:

a) He/she is a majority shareholder of the company, or another entity controlled by that shareholder;

b) He/she is a member of a management or supervisory body of a company, of a majority shareholder or of a controlled entity, as described in letter a);

c) He/she is an employee or an auditor of a company or of a majority shareholder or of a controlled entity, as described in letter a);

d) He/she is the spouse, the relative up to the fourth degree including of one the natural persons referred to in the letters a) – c).

The representative may not be replaced by another person. If the authorized person is a legal entity, it may exercise the received mandate through any person who is a member of the administrative or management body or one of its employees.

 

The documents accompanying the general power of the attorney:

a) The evidence that the representative has the status either of an intermediary (in accordance with the provisions of Art.2, par. (1), item (20) of Law No. 24/2017) or of a lawyer, and the shareholder is a client thereof.

 

b) For natural person shareholders – a copy of the shareholder’s identity document allowing his/her identification in the SNN shareholders’ list issued by SC Depozitarul Central SA at the reference date and a copy of the identity card of the representative (BI or CI for Romanian citizens or a passport for foreign citizens, with PIC (personal identification code) – if it exists in the country of the origin);

 

c) For legal entity shareholders:

(i) The ascertaining certificate, in original and certified true copy, issued by the Trade  Register or any other legal document in original or certified true copy, issued by a competent authority of the country where the shareholder is legally registered, with the view of proving the existence of that legal entity and the name/ status of the legal representative, issued at least 3 months before the publication date of the General Meeting summons, and which allows the identification of those in the list of SNN shareholders issued by the SC Depozitarul Central SA at the reference date;

 

(ii) The status of the legal representative is established based on the list of SNN shareholders at the reference date, received from Depozitarul Central SA. However, if the shareholder has not informed Depozitarul Central SA in due time about its legal representative or has not mentioned this information in the list of SNN shareholders at the reference date received from Depozitarul Central SA, then the ascertaining certificate/ similar documents mentioned above must prove the legal representative of the shareholders; in case of the Romanian state, a copy of the appointment decree issued by the President of Romania shall be presented (copy of the Official Gazette in which it was published or an extract of a legislative program), with the purpose of proving the status of the legal representative of the Minister of Energy.

 

(iii) A copy of the representative’s identity card (the proxy) (BI or CI for the Romanian citizens, or the passport for the foreign citizens with visible PIC (Personal Identity Code) – in case it exists in the country of origin).

 

SNN shall accept a general power of attorney for participating and voting in the GMS, given by a shareholder, as a client, to an intermediary defined in compliance with Art. 2 (1) par. 20 of Law no. 24/2017, with its subsequent amendments and additions, or to a lawyer, without requesting other additional documents related to that shareholder, if the general power of attorney complies with the provisions of Regulation 6/2009, it is signed by that shareholder and is accompanied by a solemn declaration given by the legal representative of the intermediary or by the lawyer who has received the representation power of attorney through general power of attorney, from which results that:

(i) The power of attorney is given by that shareholder, as client, to the intermediary or, as the case may be, to the lawyer;

(ii) The general power of attorney is signed by the shareholder, including by attaching an extended electronic signature, as the case may be.

 

The declaration mentioned above must be submitted to SNN in original form, signed and, as appropriate, stamped, without performing other formalities linked to its formation. The declaration is submitted to SNN at the same time with the general mandate.

The vote by mail may be used by any shareholder, whether natural person or legal entity, within any type of GMS. For the purposes of the exercising the vote by mail by the shareholders, SNN shall develop, print and make available to the shareholders, at its own expense, the special ballots related to each GMS, drawn up both in Romanian and in English, the shareholders being able to complete the form either in Romanian or in English.

The ballots for the vote by mail shall be published on SNN’s website at least 30 days before the GMS.

The ballots must be dated and contain the name clearly and the authorized signature of the SNN shareholder. The ballots must be forwarded to SNN either (i) by e-mail with an embedded extended electronic signature according to Law no. 455/2001 on the electronic signature at aga@nuclearelectrica.ro, or (ii) in original, in person, through a representative, by mail or by courier service at the address mentioned in the notice, with 48 hours before the GMS.

 

Documents accompanying the ballots:

a) For natural person shareholders – a copy of the shareholder’s identification document, allowing his/her identification in the SNN shareholders’ list at the reference date issued by S.C. Depozitarul Central S.A. and if necessary, a copy of the identity card of the legal representative (BI or CI for the Romanian citizens, or Passport for foreign citizens, PIC (Personal Identification Code) – if present in the country of the origin), together with the proof of the legal representative status;

b) For legal entity shareholders:

 

The ascertaining certificate, in original or certified true copy, issued by the Trade Register or any other document in original or certified true copy issued by a competent authority of the State in which the shareholder is legally registered, in order to prove the existence of the legal entity and the legal representative’s name/ status, with a maximum of 3 months from the publication date of the summons of the General Meeting and allowing their identification in the SNN shareholders’ list issued by S.C. Depozitarul Central S.A. at the reference date;

(i) The legal representative status is established based on the SNN shareholders’ list received from Depozitarul Central S.A. at the reference date. However, if the shareholder did not inform Depozitarul Central S.A. in a timely manner of its legal representative, or if this information is not mentioned in the SNN shareholders’ list received from Depozitarul Central S.A. at the reference date, then the ascertaining certificate/ similar documents mentioned above must provide the evidence of the shareholder. In the case of the Romanian state, a copy of the appointment decree issued by the President of Romania (copy of the Official Gazette in which was published or extracted from a legislative program) shall be presented in order to prove the status of legal representative of the Ministry of Energy.

The documents presented in a foreign language (except for the Romanian identity documents, in Latin characters) shall be accompanied by the authorized translation in Romanian or in English. The documents attesting the status of a legal representative drawn up in a foreign language other than English shall be accompanied by a translation made by a certified translator in Romanian or in English. SNN shall not require the legalization or the Apostille of the documents attesting the shareholder’s legal representative status.

If the agenda is ammended and the shareholders do not send the special powers of attorney and/or the ballots through up-to-date mail, the special powers of attorney and the ballots sent prior to the completion of the agenda shall be taken into the account only for the items which were also found on the completed agenda.

In case the shareholder who has expressed the vote by mail participates personally or by a representative at the general meeting, the vote by mail expressed for that general meeting is canceled. In this case, only the vote expressed in person or by the representative will be taken into consideration.

The secret vote is mandatory for the election and revocation of Board members, for the appointment and revocation of the financial auditor and for making decisions on the liability of the members of the management and control bodies of the company.

In accordance with Art. 92 par. (19) of Law no. 24/2017, if there are resolutions requiring a secret vote on the agenda of the General Meeting of Shareholders, the vote of the shareholders participating personally or through a representative, as well as those who vote by mail, shall be expressed by means that only allow the disclosure thereof to the members of the secretariat responsible for counting the secret votes cast and only when the other votes cast in secret by the shareholders present or the representatives of the shareholders attending the meeting are known. In the case of a vote by representative, the disclosure of the vote to him/her, before the General Meeting, does not constitute a violation of the requirement of secret voting.

The following secret voting procedures will be applied in mandatory cases, in order to ensure the secrecy of the vote in the General Meeting of the Shareholders:

a) The technical secretaries of the meeting will give each shareholder a ballot which will indicate the number of its shares and instructions on voting;

b) Each shareholder will vote by filling in the ballot and submitting it to the secretaries of the meeting/ technical committee, who will determine the result of the vote.

In the case of ballot voting by mail/ special powers of attorney, in order to ensure the secrecy of voting within the General Meeting of Shareholders, the company will publish on its own website, at least 30 days prior to the date of the GMS special ballots for those items requiring a secret vote, accompanied by specific instructions for voting and transmission.

For the secrete vote items on the agenda, it will be voted using the special ballot that will be enclosed in a separate envelope, sealed, signed and stamped, as the case may be, which will bear the specification “For items with secret vote on the GMS agenda” and subsequently inserted in the envelope containing the votes for the remaining items on the GMS agenda, as well as the related documents.

In accordance with Art. 92, par. (3) of Law no. 24/2017, Art. 1171, par. (1) of Law no. 31/1990, Art. 7, par. (1) of Regulation no. 6/2009, as well as with Art. 14 of the Company’s Articles of incorporation, one or more shareholders, representing individually or together at least 5% of the share capital of the Company, may request by a petition addressed to the Company’s Board of Directors the introduction of additional items on the GMS agenda, provided that each item is accompanied by a justification or a draft decision proposed for adoption by the General Meeting;

shareholders must allow their identification in the SNN shareholders’ register kept by SC Depozitarul Central SA), and in the case of the legal entity shareholders they are to be accompanied by:

 

– the ascertaining certificate, in original or certified true copy of the original, issued by the Trade Register or any other document, in original or certified true copy of the original, issued by a competent authority of the state, in which the shareholder is legally registered, certifying the existence of the legal entity and the legal representative’s name/quality, no older than 3 months compared to the publication date of the summons of the General Meeting, allowing them to be identified in the SNN shareholders’ register kept by SC Depozitarul Central SA;

 

– The status of legal representative is established on the basis of the SNN shareholder’s list (shareholders’ register) from the reference date, received from Depozitarul Central S.A. However, if the shareholder failed to inform Depozitarul Central S.A. in a timely manner of its legal representative or if this information is not mentioned in the SNN shareholders’ list as of the reference date received from Depozitarul Central S.A., then the findings certificate/ similar documents mentioned above are to prove the status of the shareholder’s legal representative.

– The documents attesting to the status of a legal representative drawn up in a foreign language, other than English, will be accompanied by a translation made by a certified translator in Romanian or in English. SNN will not require the legalization of or affixing of an apostille to the documents attesting the status of the shareholder’s legal representative.

b) Be accompanied by a justification and/or draft decision proposed for adoption;

 

c) Contain provisions that fall within the Meeting’s purview;

 

d) Be transmitted and registered at SNN’s headquarters in Bucharest, sector 1, 65 Polona St., by any form of courier service with acknowledgment of receipt, or by e-mail with extended electronic signature incorporated, according to Law no. 455/2001 on the electronic signature, at aga@nuclearelectrica.ro, within 15 days from the publication of the summons in the Official Gazette, Part IV.

Each shareholder may address written questions to the Board of Directors on the items entered on the agenda of the General Meeting of Shareholders prior to the date of the General Meeting, to be answered at the meeting. The company has the obligation to answer the questions raised by the shareholders. The company can formulate a general answer for questions with the same content. It is considered that an answer is given if the requested information is published on the Company’s web site www.nuclearelectrica.ro in a question-answer format.

The above-mentioned identification requirements in the section on completing the agenda are also applicable to the natural person shareholders and/or to the legal representative of legal entities that address questions about the items on the GMS agenda.

In case that the selection of Board members is on the agenda of the GMS, as per art. 125 paragraph (1) of CNVM Regulations no. 1/2006, SNN shareholders have the right to make written proposals for candidates for the position of members of the Board of Directors, which will include information regarding the name, residence and professional qualification of the persons proposed for the positions (CV), until the date mentioned in the convening notice. The identification requirements mentioned within the section regarding the amendment of the agenda are applicable to the shareholders who make proposals for candidates for the positions of provisional Board members. The list comprising the information regarding the names, residence and professional qualification of the persons proposed for the position of  Board members is at the disposal of the shareholders on the company’s website in the sections Investors Relations/GMS related information, and can be supplemented by the shareholders. At the end of the period for sending proposals, the candidates proposed by the shareholders for Board members will be posted on the company’s website and the voting ballots will be subsequently amended with the candidates in alphabetical order. The updated special powers of attorney and voting ballots with the proposals sent by the shareholders will be at the disposal of the shareholders starting with the date of the publication of the amended convening notice at the company’s headquarters as well as on the company’s website www.nuclearelectrica.ro, after the period for sending proposals and registering the proposals for the Board members on the voting ballots.

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