The amended convening notice of the Extraordinary General Meeting of Shareholders for 07.12.2023
The convening notice of the Extraordinary General Meeting of Shareholders for 07.12.2023
Extraordinary General Meeting of Shareholders
Item 2: Approval of the relocation of the company’s registered office to the address in Bucharest, district 1, Av. Iancu de Hunedoara nr. 48, floors 3,4,5,13 and ground floor.
Item 3: Approval of the updating of the CNE Cernavoda branch office indicated in art. 3 para. 2 of the Articles of Incorporation from Constanta County, locality Cernavoda, Medgidiei Street no. 1 to Constanta County, locality Cernavoda, Medgidiei Street no. 2.
Item 4: Approval of the proposal to update the Articles of Incorporation of SN Nuclearelectrica SA with the new headquarters and the updated headquarters of the Cernavoda NPP branch, presented in the Annex to this convocation. The Annex is an integral part of this convocation.
Item 5: Authorization of the Chairman of the Board of Directors to sign on behalf of the shareholders the resolution of the EGMS and any other related documents (updated articles of incorporation, declaration on the fulfilment of the conditions for the functioning/performance of the activity at the ORC related to the new registered office, change of the company’s registration certificate, etc.). ) and to carry out any act or formality required by law for the registration and implementation of the EGMS resolution, including the formalities for its publication and registration at the Trade Register or any other public institution. The Chairman of the Board of Directors may delegate all or part of the powers conferred above to any person competent to carry out this mandate.
Note regarding items 2, 3, 4 and 5
Item 6: Approval of the conclusion by SNN of the financing contract with the European Investment Bank (“the Contract”), for the financing of the “Cernavoda NPP Tritium Removal Facility” project, having the following essential characteristics:
– Value: EUR 145 million
– Currency: EUR
– Duration: 15 years, of which 4 years grace period on principal payments
– Period of use: 36 months from the date of signature of the Contract
– Interest rate: Fixed or Variable (at the Company’s option)
– Analysis fee: EUR 145,000, payable within 30 days of signing the Contract
– Non-repayment fee: 0.12%/year, payable 12 months after the signing of the
Contract, applicable to the unused amount of the loan
– Principal and interest repayments: Equal half-yearly instalments
Item 7: Mandate the General Manager and the Chief Financial Officer of SNN to negotiate the terms of the Financing Contract, within the limits and under the commercial conditions set out in Item 5, and to complete all formalities and sign the documents necessary for the conclusion of the Contract.
Item 8: Mandate the SNN Board of Directors to approve the negotiated form of the Contract.
Item 9: Subject to the approval by the SNN Board of Directors of the Contract, the mandate of the SNN General Manager and the SNN Chief Financial Officer to sign the Contract and other documents in connection with the Contract.
Note regarding items 6,7,8 and 9
Item 10:Approval of the contract for the “Supply of reactor components and retubing tools required for the refurbishment of the reactor of Unit 1 of the Cernavodă NPP”.
At item 10 on the EGMS agenda, SNN published the Note regarding approval of the Contract having as object Supply of reactor components and retubing tools necessary for the refurbishment of Unit 1 reactor at CNE Cernavodă.
In order to protect its legitimate commercial interests, as well as the commercial interests of the Association, given the commercial information contained in the Contract having as object Supply of reactor components and retubing tools necessary for the refurbishment of Unit 1 reactor at CNE Cernavodă, SNN has decided, as per the information note related to item 2 on the agenda of the EGMS, 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 20.11.2023, 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 Contract having as object Supply of reactor components and retubing tools necessary for the refurbishment of Unit 1 reactor at CNE Cernavodă, without Annexes no. 1, no. 2, no. 3.1, no. 3.2, no. 7, no. 9, no. 11 and no. 14.
SNN will verify the shareholder quality on 20.11.2023 in the register of shareholders sent by the Central Depository and will provide a copy of the Contract having as object Supply of reactor components and retubing tools necessary for the refurbishment of Unit 1 reactor at CNE Cernavodă, without Annexes no. 1, no. 2, no. 3.1, no. 3.2, no. 7, no. 9, no. 11 and no. 14.
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 07.12.2023”.
The copy of the Contract having as object Supply of reactor components and retubing tools necessary for the refurbishment of Unit 1 reactor at CNE Cernavodă, without Annexes no. 1, no. 2, no. 3.1, no. 3.2, no. 7, no. 9, no. 11 and no. 14, 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 11:Mandate the executive management of SNN to sign the Contract in the name and on behalf of SNN.
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 EGMS – click here
General power of attorney for legal person shareholders EGMS – click here
Special powers of attorney
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 EGMS – click here
AMENDED AGENDA – Special power of attorney for the legal person shareholder 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
AMENDED AGENDA – EGMS resolution draft