Ammended convening notice for SNN General Meeting of Shareholders – 29.04.2015

Convening notice for SNN General Meeting of Shareholders – 29.04.2015

Rules and regulations regarding the organization and holding of the General Meetings of Shareholders of SNN

Ordinary General Meeting of Shareholders

Items 2,3 and 4 – Note regarding the approval of the annual separate and consolidated financial statements of SN Nuclearelectrica SA for the financial year ended on 31.12.2014, on the basis of the independent auditor’s report and the annual report of the administrators for the year 2014

Item 2: The approval of the Annual Individual Financial Statements for the financial year ended at 31 December 2014, prepared in compliance with the International Financial Reporting Standards adopted by the European Union (“IFRS-EU”), as provided by the Order of the Ministry of Public Finance number 1286/2012 with the subsequent amendments (« OMFP 1286/2012”), based on the Annual Report of the Administrators for the year 2014 and on the Independent Auditor’s Report on the annual individual financial statements for the year 2014.

1. Annual Individual Financial Statements for the financial year ended at 31 December 2014

2. Independent Auditor’s Report on the annual individual financial statements for the year 2014

Item 3: The approval of the Consolidated Financial Statements for the financial year ended at 31 December 2014, prepared in compliance with IFRS-UE, as provided by OMFP 1286/2012, based on the Annual Report of the Administrators for the year 2014 and on the Independent Auditor’s Report on the annual consolidated financial statements for the year 2014

1. Consolidated Financial Statements for the financial year ended at 31 December 2014

2. Independent Auditor’s Report on the annual consolidated financial statements for the year 2014

Item 4: Note regarding the approval of the annual report for the financial year 2014

The Annual Report of the Administrators for the financial year 2014

Item 5: Note on the approval of the proposal of distributing the net profit of the financial year 2014, of the gross dividend per share, of the date when the dividend payment starts and of the payment methods

Items 6 and 7: The Presentation and Approval of the Administration Activity Report for the fourth quarter of the year 2014, prepared in compliance with articles 7, item 7.19 of the administration contract concluded by the members of the Board of Directors with SN.Nuclearelectrica SA.

Performance indicators for the management

EURATOM Covenants

Item 8: The presentation of the Annual Report of the Nomination and Remuneration Committee regarding the remuneration and other advantages awarded to the administrators and managers during the financial year 2014.

Item 9: The approval of the discharge of duties of the administrators for the financial year ended at 31 December 2014

Item 10: The approval of the Revenues and Expenses Budget for the year 2015

Appendix 1: Budget of revenues and expenses 2015

Appendix 2: Breakdown of the economic and financial indicators provided in the budget of revenues and expenses

Item 11: The approval of the update of the Annex 1.1. and of the annex 1 to the administration contract concluded between the administrators and the company and the empowerment of the representative of the Ministry of Energy, Small and Medium Sized Enterprises and Business Environment to sign the addendums to the administration contracts with the administrators

Item 12: The election of a new member of the Board of Directors for the vacant position and the empowerment of the representative of the Ministry of Energy, Small and Medium Sized Enterprises and Business Environment to sign the administration contract with the elected administrator in the form presented to the shareholders.

List of candidates proposed for the position of Board of Administrators member:

Nicolae Bogdan Codrut Stanescu, resident of Bucharest, proposed by Mr. Farmache Silvian (natural person shareholder)

Forma de contract de administratie propusa de Ministerul Energiei, Intreprinderilor Mici si Mijlocii si Mediului de Afaceri

Item 13 and 14: The approval of maintaining the current level of the fixed monthly indemnity for the administrators in the amount of 4.028 lei gross monthly representing the average for the last 12 months of the average gross monthly income in the branch of activity of the Company, communicated by the National Statistics Institute before 25.04.2013. The variable component of the remuneration of the Board members remains unchanged, as provided in the administration contract, approved by the Resolution number 19/24.07.2013 of the Ordinary General Meeting of Shareholders.

Item 15: Information note regarding the transactions concluded with the administrators or managers, employees, shareholders having control over the company or with a company controlled by them during 01.11.2014 – 28.02.2015, in accordance with Art. 52 paragraphs (1) and (2) of OUG No. 109/2011

Item 16: Information on the transactions concluded by SNN with another public company or with the public supervisory body, if the transaction has a value, either individually or in a series of transactions, of at least EUR 100 000 in lei equivalent, during 01.11.2014 – 28.02.2015, which falls under the incidence art. 52 paragraph. (5) of OUG 109/2011

Items 18 and 20: Note regarding the approval of the proposal for the amendment of the registration date and ex-date according to the new law amendments

Extraordinary General Meeting of Shareholders

Item 2: The approval of the modification of the Articles of Incorporation of the Company

Item 3: The Approval of the renouncing to SNN’s participation in the investment projects: (i) Pumping storage hydroelectric power plant (CHEAP) Tarnita – Lapustesti and the underwater interconnection cable of 400 Kv Romania – Turkey. The acknowledgment of the termination of the validity of items 2, 3, 7 and 8 of the resolution number 1/11.03.2014 of the Extraordinary General Meeting of Shareholders.

Item 4: Note regarding the contracting approval, by S.N. Nuclearelectrica S.A., for legal consultancy services, advice and/or representation regarding different specific and particular aspects of the company’s activity

Item 5: The approval of the assignment of an authorized evaluator by the Trade Registry belonging to the Bucharest Tribunal for the evaluation of the land in the area of 3.873,13 sm located in Saligny, Constanta county for which the ownership certificate series M03, number 9462/04.02.2005, in view of increasing the share capital of Nuclearelectrica, in compliance with the provisions of article 215, of the Law for companies number 31/1990, with the subsequent amendments

Item 6: The approval of the delegation of competence regarding the share capital increase of SNN to the Board of Directors up to the value of the authorized equity of 3.016.200.000 lei Titlu de proprietate asupra cotei indivize a terenului din bulevardul Gh. Magheru

 

Titlu de proprietate asupra cotei indivize a terenului din bulevardul Gh. Magheru

Raport de evaluare proprietate imobiliara teren situat in bulevardul Gh. Magheru, decembrie 2008

Raport expertiza tehnica extrajudiciana evaluare teren din bulevardul Gh. Magheru, septembrie 2014

Supliment la raportul de expertiza tehnica extrajudiciana evaluare teren din bulevardul Gh. Magheru

Titlu de proprietate asupra terenului Cord Garda din comuna Anghel Saligny

Extras raport evaluare teren Corp Garda din comuna Anghel Saligny

Item 8: The approval of the change of destination of the quantity of 75.260,58 kg heavy water for the initial load of Cernavoda NPP units 3 and 4 for current use in the operation of Cernavoda NPP Units 1 and 2, under the condition of issuing a legal document which amends the destination of this quantity of heavy water

Items 9 and 11: Note regarding the approval of the proposal for the amendment of the registration date and ex-date according to the new law amendments

Special powers of attorney and correspondence ballots

Special power of attorney for individual shareholders for OGMS – amended

Special power of attorney for legal person shareholders for OGMS – amended

Special power of attorney for individual shareholders for EGMS – amended

Special power of attorney for legal person shareholders for EGMS – amended

Correspondence ballot for individual shareholders for OGMS – amended

Correspondence ballot for legal person shareholders for OGMS – amended

Correspondence ballot for individual shareholders for EGMS – amended

Correspondence ballot for legal person shareholders for EGMS

General powers of attorney

General power of attorney for individual shareholders for OGMS

General power of attorney for legal person shareholders for OGMS

General power of attorney for individual shareholders for EGMS

General power of attorney for legal person shareholders for EGMS

Resolution drafts

Resolution draft of the OGMS – 29.04.2015 (amended)

Resolution draft of the EGMS – 29.04.2015 (amended)

Resolutions

OGMS Resolution – 29.04.2015

EGMS Resolution – 29.04.2015