24/04/2018

22 Mar

Amended convening notice of SNN Ordinary General Meeting of Shareholders 25.04.2018

Convening notice of SNN General Meeting of Shareholders 25.04.2018

Regulation on organizing and conducting the 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, 2017, prepared in compliance with the Order of the Ministry of Public Finances no. 2844/2016 for the approval of the accounting regulations compliant with the International Financial Reporting Standards, based on the 2017 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, 2017

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, 2017 prepared in compliance with the Order of the Ministry of Public Finances no. 2844/2016 for the approval of the accounting regulations compliant with the International Financial Reporting Standards, based on the 2017 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, 2017

Independent’t Auditor Report on the Consolidated Financial Statements

Item 4 – The approval of the Annual Report of the Administrators for the financial year ended on December 31, 2017, in compliance with the provisions of art. 63 of the Law no. 24/2017 regarding issuers of financial instruments and market operations and those of the Annex 32 to the CNVM regulations no. 1/2006

Annual report of the administrators for the year 2017

 

Agreed upon procedures report in connection with the financial covenants included in the loan facility agreement concluded with EURATOM

Item 5 – The approval of the proposal of the Board of Directors regarding the distribution of the net profit for the financial year 2017, of the total value of the gross dividends in amount of 271.362.466 lei, of the gross dividend value per share in amount of 0,90 lei, of the payment date, namely June 28, 2018 and of the methods of payment, as provided in the Note presented to the shareholders.

Item 6 – The approval of the quarterly report of the Board of Directors of SN Nuclearelectrica SA for the IV quarter of 2017, prepared in compliance with the provisions of OUG 109/2011 regarding the corporate governance of public enterprises, as subsequently amended.

Item 7 – The approval of the discharge of duty of the members of the Board of Directors for the financial year 2017

Item 8 – The approval of the Strategy for the diversification of raw material supply sources necessary for the production of nuclear fuel.

At item 3 on the OGMS agenda, SNN published the Note subjected to the approval of the General Meeting of Shareholders regarding the Strategy for diversifying the raw material supply sources required for nuclear fuel production.

In regards to the information presented in the Note, SNN understands to protect its legitimate commercial interests by deciding  not to disclose at this time the relevant technical and financial data relevant to the raw material procurement strategy included in the Study carried out by ISPE and its annexed, the disclosure of which may negatively affect the application of the strategy and the related procedures by non competitive approaches and positive or negative opinions based on estimated data.

Understanding, in the context of the applicable legislation, the rights of the shareholders to have access to sufficient information about the issues subjected to the approval of the GMS, SNN whishes, in the spirit of transparency, good faith and best practices, to offer the shareholders the possibility, in compliance with the requirements provided in the Convening notice, including the requirement to own SNN shares on the reference date 13.04.2018, to address a written request for information, in Romanian or in English, accompanied by the Confidentiality Agreement for legal persons (click here to view)/ Confidentiality Agreement for natural persons (click here to view), in order to receive the executive summary of the study which is the foundation of the strategy proposed to the shareholders.

The requests, accompanied by the signed Confidentiality Agreement will be sent to the attention of the SNN Board of Directors , either in physical format, submitted at SNN Registration Desk, 65 Polona Street, during 08:00 – 16:00, either online, with included extended digital signature as per Law no. 455/2001 at the email address aga@nuclearelectrica.ro, with the title “Request for documents GMS 25.04.2018”.

SNN will perform the necessary verifications in order to determine the capacity of SNN shareholder on 13.04.2018, in the shareholders registry sent by Depozitarul Central and will make available a copy of the executive summary which grounded the diversification strategy of the raw material supply sources required for nuclear fuel production, starting with 19.04.2018 until the GMS on 25.04.2018.

A copy of the executive summary will be made available for pick up from SNN registration desk, 65 Polona street, during 08:00 – 11:00 for the requests received in physical format and electronically, by email, with SNN extended signature incorporated, for the requests received by email.

Item 17 – The empowerment of the representative of the Ministry of Energy within the general meeting of shareholders to sign in the name and on belhalf of the company the addendums to the mandate contracts of the provisional administrators whose mandates are extended

The addendum to the administration contracts

Item 16: The approval of the maintaining of the fixed gross monthly indemnity for the provisional members o the Board of Directors at the level of two averages for the previous 12 months of the average gross monthly 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, as amended by the OGMS resolution no. 1/31.01.2018 in view of the application of the provisions of OUG no.,79/2017 for the amendment of the Law no. 227/2015 regarding the Fiscal Code and on the basis of art. 18 of OUG no. 90/2017

Items 18 and 19: The amendment request of the Ministry of Energy, the majority shareholder of SNN

Item 20 – 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 16.12.2017 – 28.02.2018, as per art. 52, paragraph (3) letter a) din of GED l09/2011 with subsequent amendments.

Item 21 – Information note 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 the equivalent in lei of Euro 100.000, during 16.12.2017 – 28.02.2018, 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)  – click here

Special power of attorney for individual shareholders OGMS (amended agenda) – 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 (amended agenda)  – click here

 

Correspondence ballots

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

Correspondence ballot for individual shareholders for OGMS  (amended agenda) – click here

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

Correspondence ballot for legal person shareholders for OGMS (amended agenda) – click here

Resolution draft

Resolution draft OGMS 25.04.2018 (amended agenda)

 

Resolution

OGMS resolution no. 5/25.04.2018

 

 

 

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