Amended convening notice for the OGMS of 24.04.2017

Convening notice for the General Meeting of Shareholders of 24.04.2017

Rules and regulations regarding the organization and holding of general meetings of shareholders of Societatea Nationala “Nuclearelectrica” S.A.

 

Ordinary General Meeting of Shareholders

 

Item 2: The approval of the Annual Individual Financial Statements as at and for the date ended on December 31, 2016, prepared in compliance with International Financial Reporting Standards adopted by the European Commission (“IFRS-UE”), as provided by the Ministry of Public Finance Order no. 2844/2016 (“OMFP 2844/2016”), based on the 2016 Annual Report of the Administrators and the report of the independent Auditor on the annual individual financial statements as at and for the period ended on December 31, 2016.

 Independent auditor’s report on the individual financial statements

Item 3: The approval of the Annual Consolidated Financial Statements as at and for the date ended on December 31, 2016 prepared in compliance with International Financial Reporting Standards adopted by the European Commission (“IFRS-UE”), as provided by the Ministry of Public Finance Order no. 2844/2016 (“OMFP 2844/2016”), based on the 2016 Annual Report of the Administrators and the report of the independent Auditor on the annual consolidated financial statements as at and for the period ended on December 31, 2016.

 Independent auditor’s report on the consolidated financial statements

Item 4: The approval of the Annual Report of the Administrators prepared in compliance with Art. 227 of Law regarding the capital market and with the Annex 32 of the CNVM Regulation no. 1/2006 for the financial year ended on December 31, 2016.

The annual report of the administrators for 2016

Item 5: The approval of the proposal of the Board of Directors regarding the distribution of the net profit for the financial year 2016, of the total value of the gross dividends in amount of 99.499.571 lei, of the gross dividend value per share in amount of 0,33 lei, of the payment date, namely June 28, 2017 and of the methods of payment, as provided in the Note presented to the shareholders.

Items 6 and 7: The request of Fondul Proprietatea for the amendment of the agenda of SNN OGMS 24.04.2017

Item 8: The approval of the discharge of duty of the administrators for the 2016 financial year.

Item 9: The approval of the Administration Report for the fourth quarter of 2016, prepared in compliance with art. 7, item 7.21 of the Administration Contract concluded by the members of the Board of Directors with S.N. Nuclearelectrica S.A

Performance indicators for the management

EURATOM Covenants

Items 10&11: 10. The appointment of six members of the Board of Directors of SN Nuclearelectrica SA, on a 4-year period, starting April 26, 2017, in compliance with art. 29 of GED 109/2011 with the subsequent amendments, following the termination of the mandate of six administrators on April 25, 2017. (Secret vote)

 

LIST OF CANDIDATES FOR THE BOARD OF DIRECTORS OF SN NUCLEARELECTRICA SA PROPOSED FOR ITEM 8 ON THE AGENDA OF THE ORDINARY GENERAL MEETING OF SNN SHAREHOLDERS SCHEDULED FOR 24.04.2017

CV Daniela Lulache

CV Nicolae Bogdan Codrut Stanescu

11. The appointment of provisional members of the Board of Directors on a 4-month period, starting April 26, 2017, in compliance with art. 641 paragraph (4) and (5) of GED 109/2011 with the subsequent amendments. (Secret vote)

LIST OF CANDIDATES FOR THE BOARD OF DIRECTORS OF SN NUCLEARELECTRICA SA PROPOSED FOR ITEM 9 ON THE AGENDA OF THE ORDINARY GENERAL MEETING OF SNN SHAREHOLDERS SCHEDULED FOR 24.04.2017

CV Andreas Eva-Georgeta

CV Anton Cristian-Romulus

CV Gentea Cristian

CV Daniela Lulache

CV Misa Ionut

CV Stanescu Nicolae Bogdan Codrut Stanescu

CV Tatar Florin-Constantin

CV Tudorache Iulian-Robert

Item 12: The approval of the Mandate Contract which is to be signed by the company with the members of the Board of Directors and the empowerment of the representative of the Ministry of Energy within the general meeting of shareholders to sign on behalf and for the company the mandate contract with the administrators, contract which becomes effective on April 26, 2017.

Item 13, 15 and 17: The request of the Ministry of Energy for the amendment of the agenda of the SNN OGMS 24.04.2017

Item 14: The approval of the gross fixed monthly remuneration of the non-executive members of the Board of Directors in amount of 9.126 lei, remuneration which shall not exceed twice the 12 month average of the gross monthly average wage for the activity unfolded according the main object of activity of the company, at class level as per the classification of the activities in the national economy, communicated by the National Institute of Statistics prior to the appointment, in compliance with art. 37 paragraph (2) of GED 109/2011 with the subsequent amendments and the approval of the gross fixed monthly remuneration of the executive members of the Board of Directors in amount of 27.378 lei, remuneration which shall not exceed six times the 12 month average of the gross average monthly wage for the activity unfolded according the main object of activity of the company, at class level as per the classification of activities in the national economy, communicated by the National Institute of Statistics prior to the appointment in compliance with art. 37 paragraph (3) of GED 109/2011 with subsequent amendments.

 

Item 12: The approval of the limits of the gross fixed monthly remuneration of the directors appointed after April 26, 2017 who are not members of the Board of Directors, within the range of five and six times the 12 month average value of the gross average monthly wage for the activity unfolded according the main object of activity of the company, at class level as per the classification of activities in the national economy, communicated by the National Institute of Statistics prior to the appointment, as well as the approval of other advantages granted to any of the directors appointed after April 26, 2017, provided in the Note presented to the shareholders, in compliance with art. 153, item 18 of Law 31/1990.

Item 13:  The approval of the insured amount related to the professional liability insurance for the administrators of the company, as provided in the Note presented to the shareholders.

Item 14: Information note on the transactions concluded with administrators, or directors, or employees, or shareholders having control over the company or a company controlled by them during 17.02.2017 – 15.03.2017, as per art. 52, paragraph (3) letter a) din of GED l09/2011 with subsequent amendments.

 

Item 15:  Information note on the transactions conclude 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 the equivalent in lei of Euro 100.000, during 17.02.2017 – 15.03.2017, as per art. 52, paragraph (3) letter b) of GED 109/2011 with subsequent amendments.

 

 

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

 

Special powers of attorney

 

Special power of attorney for individual shareholders OGMS (for the secret vote)  – amended convening notice – click here

Special power of attorney for individual shareholders OGMS – amended convening notice – click here

Special power of attorney for legal person shareholders OGMS (for the secret vote) – amended convening notice – click here

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

 

Correspondence ballots

 

Correspondence ballot for individual shareholders for OGMS (for the secret vote) – amended convening notice – click aici

Correspondence ballot for individual shareholders for OGMS – amended convening notice  – click here

Correspondence ballot for legal person shareholders for OGMS (for the secret vote) – amended convening notice   – click aici

Correspondence ballot for legal person shareholders for OGMS  – amended convening notice  – click here

 

Resolution draft

Resolution draft for amended OGMS 24.04.2017

 

 Resolution

 Resolution no 2/24.04.2017