Ordinary General Meeting of Shareholders
At item 2 from the revised agenda of the Ordinary General Shareholders Meeting of Societatea Nationale Nuclearelectrica S.A., due to be held on 18.07.2024, at 10:00 AM (Romania time), SNN published the note concerning the approval by the General Meeting of Shareholders of the decision to continue with the Small Modular Reactors (SMR) project, based on the pre-feasibility study documentation (Rev. 1.1), prepared in keeping with the requirements of the Government Decision No. 907/2016 on the preparation stages and the-framework content of the technical and economic documents related to the financial investment projects funded from public funds.
In order to protect its legitimate commercial interests, as well as the commercial interests of the Association, given the commercial information contained in the:
(a) Revision 1.1 of the Pre-feasibility Study documentation
SNN has decided, as per the note related to items 2 – 7 on the revised agenda of the Extraordinary General Meeting of Shareholders of S.N. Nuclearelectrica S.A., 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 05.07.2024, 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 following:
(a) Revision 1.1 of the Pre-feasibility Study documentation
With regards to the continuation of the SMR Project, agreeing to a consolidated contractual architecture shall facilitate how FEED Phase 2 is conducted and executed towards achieving the objectives that shall form the basis for the Final Investment Decision and will be presented, in the spirit of transparency, good faith and good practice, to offer shareholders the right to have access to sufficient information on issues subject to GMS approval at that moment in time.
SNN will verify the shareholder quality on 05.07.2024 in the register of shareholders sent by the Central Depository and will provide a copy of the following:
(a) Revision 1.1 of the Pre-feasibility Study documentation
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 18.07.2024”.
The copy of the documentation comprised within chapter (a) presented above 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 3:Approval of the amendment of the Income and Expenditure Budget of S.N. Nuclearelectrica S.A. for the year 2024.
Appendix no. 1- Income and Expenditure amendment Budget for year 2024
Appendix no. 2 – Further specification of the economic and financial indicators provided in the income and expenditure budget, and its distribution by quarter
Appendix no. 3 – The degree of realization of total revenues
Appendix no. 4 – The amended investment program, facilities and financing sources for 2024
Appendix no. 4.1 – LIST item “FACILITIES” for year 2024
Appendix no. 5 – Measures to improve the gross result and cut down the overdue payments
Appendix no. 6 – Appendix no.6 The substantiation of the need to increase the number of personnel for the year 2024
Item 4:Information on transactions concluded by directors or managers, with employees, with shareholders who control the company or a company controlled by them, according to Article 52 paragraph (3) letter a) of GEO no. 109/2011 with subsequent amendments and additions, in the period 03.2024-04.06.2024.
Item5:Information on transactions concluded by directors or managers, with employees, with controlling shareholders of the company or a company controlled by them, in accordance with Article 52 (3) (b) of GEO no. 109/2011 as amended and supplemented, during the period 03.2024-04.06.2024.
Extraordinary General Meeting of Shareholders
Item 2: Approval of the mandate of the SNN representative in the General Meeting of Shareholders of RoPower Nuclear S.A., on the date/dates on which it will be convened, the meeting which will have on the agenda the items that will be detailed below, to attend and vote in favor (“for”) the following:
i. Approval of the conclusion of the FEED Phase 2 Offshore Contract;
ii. Approval of the conclusion of the FEED Phase 2 Onshore Contract;
iii. Approval to authorize the Chairman of the Board of Directors and/or the CEO of the company to sign, in the name and on behalf of RoPower Nuclear S.A., the contracts mentioned in lit. i) – ii);
iv. Approval of the authorization of the CEO of RoPower Nuclear S.A., with the possibility of sub-delegation, to perform any act or formality required by law for the fulfillment of the resolutions adopted in this respect, including with regard to their registration and publication with the Trade Register Office or any other public institution;
v. Mandating the Board of Directors of RoPower Nuclear S.A., to decide, within the total amount approved for the FEED Phase 2 Offshore and FEED Phase 2 Onshore phases, to modify the budget structure of the related contracts, as well as other minor modifications in the structure and content of these contracts, resulting as necessary following negotiations between RoPower Nuclear S.A. and the contract partners, within the total budget allocated and approved for the Project and correlated with the availability of financing resources.
Item 3: Approval of the increase of the ceiling of the loan granted by SNN (as lender/borrower), pursuant to the Framework Loan Agreement No. 1 dated 16.08.2023, up to the amount of USD 243,000,000 and, at the same time, approval of the execution by SNN, as lender/borrower, of Additional Deed No. 3 to the Framework Loan Agreement No. 1 dated 16.08.2023, with the mention that the Company RoPower Nuclear S.A. (the borrower) will access this loan only to the extent that it will not be possible to secure the financing of the Doicesti SMR Project from other sources (share capital, generated by the change in the shareholding structure of RoPower Nuclear, or bank loans/credits or other sources of financing) and, in any case, only until such other sources of financing are identified;
Item4: Approval of the conclusion, by SNN with RoPower Nuclear, of Additional Deed No. 3 to the Movable Mortgage Contract entered into by SNN with RoPower Nuclear, to guarantee the aforementioned loan;
Item 5: Mandate the executive management of SNN to negotiate and sign, in the name and on behalf of SNN, in its capacity as borrower/creditor and, at the same time, secured creditor, the contracts referred to in points 3 and 4 above, as well as all other related documents necessary for the execution of this resolution;
Item 6: Mandate the executive management of SNN to sign any additional deeds to the two contracts mentioned in points 3 and 4 above, provided that they fall within the limits of the credit line thus granted and in compliance with the approvals given by this decision;
Item 7: Approval of the mandate of the SNN representative (to be designated for this purpose by the executive management of SNN) to attend and vote in favor (“for”) at the General Meeting of Shareholders of RoPower Nuclear S.A., on the date(s) on which it will be convened, the meeting which will have on the agenda the items to be detailed below:
a. Approval of the increase in the ceiling of the loan contracted by RoPower Nuclear, as borrower, from SNN, as lender/creditor, pursuant to the Master Loan Agreement No. 1 dated 08/16/2023, up to the amount of $243,000,000, and approval of the execution by RoPower Nuclear with SNN of Addendum No. 3 to the Master Loan Agreement No. 1 dated 16. 08.2023, with the mention that RoPower Nuclear S.A. will access this loan only to the extent that it will not be possible to secure the financing of the Project from other sources (share capital, generated by a change in the shareholding structure of RoPower Nuclear, or bank loans/credits or other sources of financing) and, in any case, only until such other sources of financing are identified;
b. Approval of the execution, by SNN with RoPower Nuclear, of Additional Deed No. 3 to the Movable Mortgage Contract entered into by SNN with RoPower Nuclear, to secure the aforementioned Loan;
c. Approval of the authorization of the General Manager of RoPower Nuclear S.A. to sign, in the name and on behalf of RoPower Nuclear S.A., the contracts mentioned in lit a and b, as well as any additional deeds thereto, within the value limits of the credit line subject of this resolution and the general conditions approved for the granting thereof, by this resolution;
d. Approval of the powers of the General Manager of RoPower Nuclear S.A., with the possibility of sub-delegation, for the fulfillment of any act or formality required by law for the fulfillment of the resolutions adopted in this respect, including with regard to their registration and publication with the Trade Register Office or any other public institution.
Note for items 2, 3, 4, 5, 6 and 7
At items 2 – 7 from the revised agenda of the Extraordinary General Shareholders Meeting of Societatea Nationale Nuclearelectrica S.A., due to be held on 18.07.2024, at 11:00 AM (Romania time), SNN published the note on the approval, by the Extraordinary General Meeting of Shareholders (“EGMS”) of S.N. Nuclearelectrica S.A. (“SNN”), of (i) the increase of the loan facility granted by SNN to RoPower Nuclear S.A. up to the amount of USD 243,000,000 and, at the same time, the approval of the conclusion, by SNN with RoPower Nuclear S.A., of the Addendum to the Framework Loan Agreement signed in 2023, the signing, by SNN with RoPower Nuclear S.A., of an Addendum to the Movable Mortgage Agreement signed by SNN with RoPower Nuclear S.A., in order to guarantee the above mentioned loan and certain delegations of authority for the executive management of SNN in relation to the above mentioned, of (ii) the SNN representative’s mandates in the Extraordinary General Meeting of the Shareholders of RoPower Nuclear S.A. to participate in the EGMS and to vote in favour of the adoption and implementation of the above-mentioned resolutions and of certain delegations of authority to the management of RoPower Nuclear S.A. for the purpose of implementing these decisions, as well as (iii) of the mandates of the representative of SNN in the General Meeting of the Shareholders of RoPower Nuclear S.A. for the approval of the conclusion of contracts related to the FEED Phase 2 stage of the Small Modular Reactors Project (“SMR”) and of certain delegations of authority for the fulfilment of this resolution.
In order to protect its legitimate commercial interests, as well as the commercial interests of the Association, given the commercial information contained in the following:
(a) The „Offshore” FEED 2 and „Onshore” FEED 2 contracts, respectively their annexes, with the exception of the information referring to the following:
- Annex “Schedule B”;
- Annex “Schedule C”;
- The information regarding certain activities or information included in annex “Schedule D1”, annex “Schedule D2”, respectively annex “Schedule D3”;
- Annex “Schedule E1”;
- Annex “Schedule E2”;
- Annex “Schedule I”;
- Annex “Schedule K”;
- Annex “Schedule M”;
- Annex “Schedule O1”;
- Annex “Schedule O2”;
- Annex “Schedule O3”;
- Annex “Schedule O4”;
- Annex “Schedule P”;
- Annex “Schedule T”;
- Annex “Schedule U”.
It is worth mentioning that both contracts, FEED Phase 2 “Offshore” and “Onshore” share the same annexes.
(b) The Addendum No. 3 to the Framework Loan Agreement no. 1 dated 16.08.2023, alongside the applicable Special Conditions;
(c)The Addendum No. 3 to the Movable Mortgage Contract signed with SNN;
(d) Risk Analysis.
SNN has decided, as per the note related to items 2 – 7 on the revised agenda of the Extraordinary General Meeting of Shareholders of S.N. Nuclearelectrica S.A., 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 05.07.2024, 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 following:
(a) The „Offshore” FEED 2 and „Onshore” FEED 2 contracts, respectively their annexes, with the exception of the information referring to the following:
- Annex “Schedule B”;
- Annex “Schedule C”;
- The information regarding certain activities or information included in annex “Schedule D1”, annex “Schedule D2”, respectively annex “Schedule D3”;
- Annex “Schedule E1”;
- Annex “Schedule E2”;
- Annex “Schedule I”;
- Annex “Schedule K”;
- Annex “Schedule M”;
- Annex “Schedule O1”;
- Annex “Schedule O2”;
- Annex “Schedule O3”;
- Annex “Schedule O4”;
- Annex “Schedule P”;
- Annex “Schedule T”;
- Annex “Schedule U”.
It is worth mentioning that both contracts, FEED Phase 2 “Offshore” and “Onshore” share the same annexes.
(b) The Addendum No. 3 to the Framework Loan Agreement no. 1 dated 16.08.2023, alongside the applicable Special Conditions;
(c) The Addendum No. 3 to the Movable Mortgage Contract signed with SNN;
(d) Risk Analysis.
With regards to the continuation of the SMR Project, agreeing to a consolidated contractual architecture shall facilitate how FEED Phase 2 is conducted and executed towards achieving the objectives that shall form the basis for the Final Investment Decision and will be presented, in the spirit of transparency, good faith and good practice, to offer shareholders the right to have access to sufficient information on issues subject to GMS approval at that moment in time.
SNN will verify the shareholder quality on 05.07.2024 in the register of shareholders sent by the Central Depository and will provide a copy of the following:
(a) The „Offshore” FEED 2 and „Onshore” FEED 2 contracts, respectively their annexes, with the exception of the information referring to the following:
- Annex “Schedule B”;
- Annex “Schedule C”;
- The information regarding certain activities or information included in annex “Schedule D1”, annex “Schedule D2”, respectively annex “Schedule D3”;
- Annex “Schedule E1”;
- Annex “Schedule E2”;
- Annex “Schedule I”;
- Annex “Schedule K”;
- Annex “Schedule M”;
- Annex “Schedule O1”;
- Annex “Schedule O2”;
- Annex “Schedule O3”;
- Annex “Schedule O4”;
- Annex “Schedule P”;
- Annex “Schedule T”;
- Annex “Schedule U”.
It is worth mentioning that both contracts, FEED Phase 2 “Offshore” and “Onshore” share the same annexes.
(b) The Addendum No. 3 to the Framework Loan Agreement no. 1 dated 16.08.2023, alongside the applicable Special Conditions;
(c) The Addendum No. 3 to the Movable Mortgage Contract signed with SNN;
(d) Risk Analysis.
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 18.07.2024”.
The copy of the contracts comprised within chapters a) – d) presented above 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 8: Approval of the Investment Decision, consisting in the financing, by SNN, of the Preliminary Works Budget of the Cernavoda NPP Units 3 and 4 Project, up to a maximum of 841,000,000 lei.
Item 9: Granting, by SNN (as lender) to EnergoNuclear S.A. (as borrower), of a loan, convertible into shares, up to a maximum of 841,000,000 lei, for the purpose of financing EnergoNuclear S.A. (EN), respectively the Preliminary Works Budget of the Cernavoda NPP Units 3 and 4 Project, both the investment decision referred to in item 3 and the investment decision referred to in item 2 as well as the loan mentioned in this point 3 being conditioned by the signature of the Additional Act to the Support Agreement between the Romanian State and SNN in relation to the Project Units 3 and 4 CNE Cernavoda, respectively by the adoption of the Government Decision approving this Additional Act to the Support Agreement, according to the provisions of art. 2 of Law 74/2023.
Item 10: Approval of the form of the loan agreement, as per Annex no. 1 to the Note presented to the shareholders and mandate to the Board of Directors of SNN to approve possible modifications to the attached form of the loan agreement, generated by the dynamics of the Project and the signature of the financing contracts and by reference to the final form of the Additional Act to the Support Agreement between the Romanian State and SNN in relation to the Cernavoda NPP Units 3 and 4 Project, as well as to approve its final form. The Board of Directors of SNN is also mandated to approve possible amendments to the Loan Agreement by means of additional acts, during the period of its execution, which are necessary for the execution of the Project and may concern even the essential aspects of the agreement, except for the amount of the loan.
Item 11 : Approval of the mandate of the Chief Executive Officerand the Chief Financial Officer of SNN to sign, in the name and on behalf of SNN, as creditor/borrower, both the loan agreement, in the form set out in Appendix 1 to the Note presented to the shareholders or in the final form approved by the Board of Directors of SNN, and any additional acts, subject to prior approval of such addenda by the Board of Directors of SNN, in accordance with the terms of the Note presented.
Item 12: Approval of the mandate of the SNN representative, Mrs. Roxana Tompea – Director DDI or her legal substitute, to participate and vote, within the Extraordinary General Meeting of Shareholders EnergoNuclear S.A., which will be convened for this purpose, in favour of the following points of the agenda:
i. Approval of the conclusion by EN (as borrower) with SNN (as lender) of a loan agreement, convertible into shares, up to a maximum of 841,000. 000 Lei, for the purpose of financing the Preliminary Works Budget, in the form attached to the Note presented to the shareholders or in the form to be approved by the SNN Board of Directors in accordance with the mandate granted by the SNN GMS (i.e. “mandate to the SNN Board of Directors to approve any amendments to the attached form of the loan agreement, generated by the dynamics of the Project and the signing of the financing contracts and by reference to the final form of the Additional Act to the Support Agreement between the Romanian State and SNN in relation to the Cernavoda NPP Units 3 and 4 Project, as well as to approve its final form. The Board of Directors of SNN is also mandated to approve possible amendments to the Loan Agreement through additional acts, during the period of its execution, which are necessary for the execution of the Project and may concern even the essential aspects of the agreement, with the exception of the amount of the loan”), conditional upon the signature of the Additional Act to the Support Agreement between the Romanian State and SNN in relation to the Cernavoda NPP Units 3 and 4 Project, respectively upon the adoption of the Government Decision approving this Additional Act to the Support Agreement, according to the provisions of Art. 2 of Law 74/2023.
ii. Approval of the form of the loan agreement as per Annex no. 1 to the Note presented to the shareholders and the mandate of the Board of Directors of EN to approve any amendments to the loan agreement generated by the dynamics of the project and the signature of the financing contracts and by reference to the final form of the Additional Act to the Support Agreement between the Romanian State and SNN in relation to the Cernavoda NPP Units 3 and 4 Project, as well as to approve its final form. The Board of Directors of EN is also mandated to approve possible amendments to the Loan Agreement through additional acts, during the period of its implementation, which are necessary for the implementation of the project and may concern even the essential aspects of the agreement, except for the amount of the loan.
iii. Mandate Mr. Alexandru Havris, General Manager of EN or his legal representative, as the case may be, to sign, in the name and on behalf of EnergoNuclear S.A., as borrower, the Loan Agreement, as well as any additional deeds entered into thereto and the financing applications issued by EnergoNuclear under the Loan Agreement.
iv. The empowerment of Mr. Alexandru Havris, General Manager of EnergoNuclear S.A., to carry out any act or formality required by law for the registration and implementation of the resolution of the EGMS EN, including the formalities for their publication and registration with the Trade Register or any other public institution. Mr. Alexandru Havris may delegate all or part of the powers conferred above to any person competent to carry out this mandate.
Note for items 8,9,10,11,and 12
Appendix no. 1 – Loan Agreement
Item 7:Information on the conclusion of the Loan Agreement no. RUEC 639/09.05.2024, for the crediting of the investment activities of the subsidiary Fabrica de Prelucrare a Prelucrare a Concentratelor de Uraniu – Feldioara S.R.L. by the Sole Associate, S.N. Nuclearelectrica SA, with the amount of 12,025 thousand lei.
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 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 – click here
AMENDED AGENDA Special power of attorney for individual shareholders OGMS – click here
Special power of attorney for legal person shareholders OGMS – click here
AMENDED AGENDA Special power of attorney for legal person shareholders OGMS – click here
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 OGMS – click here
AMENDED AGENDA Correspondence ballot for individual shareholders for OGMS – click here
Correspondence ballot for legal person shareholders for OGMS – click here
AMENDED AGENDA Correspondence ballot for legal person shareholders for OGMS – click here
Correspondence ballot for individual shareholders for EGMS – click here
AMENDED AGENDA Correspondence ballot for individual shareholders 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 OGMS resolution draft
AMENDED AGENDA EGMS resolution draft