10.08.2022

30 Jun

The convening notice of the Ordinary and Extraordinary General Meeting of Shareholders for 10.08.2022

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

Ordinary General Meeting of Shareholders

Item 2: Approval of the continuation of the Project of Units 3 and 4 Cernavoda NPP, respectively adoption of the Preliminary Investment Decision and transition to Stage II – Preliminary Works, conditioned by the approval and conclusion of the Support Agreement between the Romanian State and SNN in connection with the Project Units 3 and 4 Cernavoda NPP

Item 3: Approval of the initiation of the steps in order to award and conclude the contracts necessary for the completion of the Project, under the conditions of the competence limits provided by the articles of incorporation of SNN and EN, and within the amount of 185 million Euro.

Note related to items 2 and 3

Item 4: Approval of the requests for renewal of the mandates of five members of the Board of Directors of S.N. Nuclearelectrica S.A., starting with 29.09.2022, for a term of 4 years, in accordance with the provisions of art. 28, para. (7) and art. 29, para. (14) of GEO no. 109/2011 (secret vote):

Note related to items 4, 5, 6, 7, 8, 9 

4.1 Mr. Minodor Teodor Chirica – non-executive administrator;

Request for mandate renewal 

CV 

Report of activity

Contract of mandate form 

4.2 Mr. Cosmin Ghita – executive administrator;

Request for mandate renewal 

CV 

Report of activity

Contract of mandate form 

4.3 Ms. Elena Popescu – non-executive administrator;

Request for mandate renewal 

CV 

Report of activity

Contract of mandate form 

4.4 Mr. Dumitru Remus Vulpescu – non-executive administrator;

Request for mandate renewal 

CV

Report of activity

Contract of mandate form 

4.5 Mr. Mihai Daniel Anitei – non-executive administrator

Request for mandate renewal 

CV 

Report of activity

Contract of mandate form 

Item 5: Appointment of five members of the Board of Directors of S.N. Nuclearelectrica S.A., starting with 29.09.2022, for a term of 4 years, in accordance with the provisions of art. 29, para. (1) of GEO no. 109/2011 (secret vote):

5.1 Mr. Minodor Teodor Chirica – non-executive administrator;

5.2 Mr. Cosmin Ghita – executive administrator;

5.3.Ms. Elena Popescu – non-executive adminitrato;

5.4 Mr. Dumitru Remus Vulpescu – non-executive administrator;

5.5 Mr. Mihai Daniel Anitei – non-executive administrator.

 

Item 6: Approval of the gross monthly fixed indemnity of non-executive members of the Board of Directors, in value twice the average for the last 12 months of the average gross monthly earnings for the activity carried out according to the main object of activity registered by the company, at class level according to the activities national economy, communicated by the National Institute of Statistics prior to the appointment and approval of the variable component of non-executive directors in the amount of 12 fixed monthly indemnities according to the Note presented to shareholders.

Item 7: Approval of the gross monthly fixed indemnity of executive member of the Board of Directors, in value represented six times the average for the last 12 months of the average gross monthly salary for the activity carried out according to the main object of activity registered by the company, at class level according to the activities national economy, communicated by the National Institute of Statistics prior to the appointment and approval of the variable component of the executive administrator according to the Note presented to the shareholders.

Item 8: Approval of the form of the mandate contract to be signed by the company with the newly appointed administrators.

Item 9: Mandating the representative of the Ministry of Energy within the general meeting of shareholders to sign in the name and on behalf of the company the mandate contracts of the administrators that are to enter into force on 29.09.2022.

Item 10: Election of a provisional member of the Board of Directors, starting with 10.08.2022, for a term of 4 months, in accordance with the provisions of art. 641, para. (3) and para. (5) of GEO no. 109/2011, with the subsequent modifications and completions or until the completion of the selection procedure of the selected administrators in accordance with the provisions of GEO 109/2011 if the selection is completed before the mentioned term; (secret vote)

Note related to items 10, 11, 12 

List of candidates for the BoD provisional member position

CV Mr. Chirlesan Dumitru

Consent statement regarding the agreement to process personal data 

Contract of mandate form 

Item 11: Approval of the form of the mandate contract to be signed by the Company with the new provisional member of the Board of Directors, as well as the mandate of the representative of the Ministry of Energy at the General Meeting of Shareholders to sign in the name and on behalf of the Company the mandate contract;

Item 12: Approval of the gross monthly fixed indemnity for the provisional member of the Board of Directors at the level of 15,057 lei, equal to that of the most recent administrator in office selected according to GEO no. 109/2011, as well as of a variable component determined in an identical way to that of the incumbent administrators, at the level of the short-term component, granted in proportion to the period of the provisional mandate.

Item 13: Extension of the term of office of Mr. George Sergiu Niculescu which ceases on 28.08.2022, with a period of 2 months, starting with 29.08.2022, in accordance with the provisions of art. 641 (3) and para. (5) of GEO no. 109/2011 with the subsequent amendments and completions or until the date of acceptance of the mandate by an administrator appointed in accordance with the provisions of GEO no. 109/2011, with the subsequent modifications and completions, if the selection is completed before the mentioned term. (secret vote).

Note related to items 13,14,15, 16

Item 14: Approval of the maintenance of the gross monthly fixed indemnity for the provisional member of the Board of Directors and of the variable component, as approved by the OGMS Decision no. 5 / 28.04.2022.

Item 15: Approval of the form of the additional act to the mandate contract to be signed by the company with the provisional member of the Board of Directors whose mandate has been extended.

Form of the Addendum to the contract of mandate 

Item 16: Mandating the representative of the Ministry of Energy within the general meeting of shareholders to sign in the name and on behalf of the company the addendum to the mandate contract of the provisional administrator whose mandate has been extended.

Item 17: Approval of the start of selection procedure for the members of the Board of Directors of Societatea Nationale Nuclearelectrica SA (vacancies), according to the provisions of GEO no. 109/2011 on the corporate governance of public enterprises, with subsequent amendments and completions.

Note related to items 17 and 18 

Item 18: Approval of the mandate of the Board of Directors of SNN for carrying out the selection procedure for the members of the Board of Directors of SN Nuclearelectrica SA (vacancies).

Item 19:Approval of the Quarterly Report of the Board of Directors for the first quarter of 2022.

Item 20:Information on how to fulfill the requests made by the majority shareholder Ministry of Energy, in the meeting of the General Meeting of Shareholders on April 28, 2022 regarding the issues highlighted by the independent auditor in the report on individual and consolidated financial statements for 2021.

 

Extraordinary General Meeting of Shareholders

Item 2:Approval of the financing by SNN of EnergoNuclear S.A., by increasing the share capital of EN in cash by SNN and / or by granting loans associated with SNN, with a total value of 185 million Euro, calibrated to the development requirements of the Project and necessary for the implementation of Stage II of the Project of Units 3 and 4 Cernavoda NPP conditioned by the approval and conclusion of the Support Agreement between the Romanian State and SNN in connection with the Project of Units 3 and 4 Cernavoda NPP.

Item 3:Approval of the establishment of a working point of the Company in Doicesti Commune, 12, Colonie St., Community Center, ground floor, Village Museum room, Dambovita County.

 

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

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 individual shareholders OGMS (for the secret vote)   – click here

Special power of attorney for individual shareholders OGMS  – click here

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

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

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

Correspondence ballots

Correspondence ballot for individual shareholders for OGMS (for the secret vote)  – click here

Correspondence ballot for individual shareholders for OGMS   – click here

Correspondence ballot for legal person shareholders for OGMS (for the secret vote)  – click here

Correspondence ballot for legal person shareholders for OGMS  – click here

Correspondence ballot for individual shareholders for EGMS  – click here

Correspondence ballot for legal person shareholders for EGMS  – click here

 

Resolution drafts

OGMS resolution draft

EGMS resolution draft

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