27.01.2021

15 Dec

The convening notice of the Ordinary and Extraordinary General Meeting of Shareholders for 27.01.2021

The Regulation regarding the organization and unfolding of the General Meetings of Shareholders updated in December 2018 through the BoD Decision no. 231/18.12.2018

 

Ordinary General Meeting of Shareholders

Item 2: Approval of the report of the Board of Directors of SN Nuclearelectrica SA for the first semester of 2020.

Item 3: Approval of the quarterly report of the Board of Directors for the period January 1- September 30, 2020

Item 4: The revoking of Mr. Iulian Robert Tudorache from the position of member of the Board of Directors, as a result of withdrawing from the mandate (secret vote).

Item 5: The revoking of Mr. Cristian Gentea from the position of member of the Bord of Directors, as a result of cessation de jure of the mandate contract considering the intervention of a case of incompatibility by occupying an elected position within the public administration. (secret vote).

Item 6: Approval of the initiation of the selection procedure of two members in the Board of Directors of Societatea Nationale Nuclearelectrica SA, according to the provisions of GEO no. 109/2011 on the corporate governance of public enterprises, with subsequent amendments and completions.

Item 7: Approval of the mandate of the Board of Directors of SNN for carrying out the selection procedure of two members of the Board of Directors of SN Nuclearelectrica SA.

Items 4,6 and 7

Items 5, 6 and 7 

Item 8: Information regarding the updating of the Regulation regarding the organization and performance of General Meetings of the Shareholders of SN Nuclearelectrica SA.

Appendix to item 8-GMS Regulation

Item 9: Information on the transactions concluded by the directors or the managers, with employees, with shareholders holding the control over the company or a company controlled by them, pursuant to art. 52, par. (3) letter a) of OUG [Government Emergency Ordinance] 109/2011, as subsequently amended and supplemented, during the period 01.04.2020-30.10.2020.

Note 1

Note 2 

Item 10: Information on the transactions concluded by the directors or the managers, with employees, with shareholders holding the control over the company or a company controlled by them, pursuant to art. 52, par. (3) letter b) of OUG no. 109/2011, as subsequently amended and supplemented, during the period 04.2020-30.10.2020.

Note 1

Note 2

 

Extraordinary General Meeting of Shareholders

Item 2: Approval of the amendment proposals to SNN’s Articles of Incorporation presented in Appendix 1 to the present Convening Notice. The appendix is part of the present Convening Notice.

Items 3 and 4: The approval of the setting-up (establishment) of a branch, fully owned by SNN, in its capacity as sole shareholder, with the following characteristics:

  • Legal form: branch of SNN, on the basis of the provisions of Art. (42) of Law no. 31/1990 on trading companies, republished, with its updated amendments and additions (“Companies Law”), organized in the form of a limited liability company, on the basis of the provisions of Art. (2) letter e) of the Companies Law, and having SNN as its sole shareholder, on the basis of the provisions of Art. (13) par. (1) of the Companies Law;
  • The scope of activities of the branch will include: Treatment and removal of hazardous waste, Collection of hazardous waste and decontamination activities and services; The main and the secondary activities will be provided for in the By-Laws to be approved by the Board of Directors of SNN;
  • The registered office will be in Cernavoda; the precise address will be provided for in the By-Laws to be approved by the Board of Directors of SNN;
  • Duration of the branch: indefinite;
  • The company will be managed by a Board of Directors consisting of 3 members, which will be appointed by the Board of Directors of SNN;
  • Term of office of the members of the Board of Directors: 4 years;
  • The share capital of the company will be RON 200, according to Art. (11) of the Companies Law, the contribution of the sole shareholder having to be exclusively in cash. SNN is entitled to finance the new company by contracting shareholder loans.
  • Item 4: The approval of the mandating of the Board of Directors of SNN to fulfill all the formalities for the establishment of the new branch,of the Board of Directors, including – without limitation – the following: establish/choose the location of the registered office of the branch in the locality of Cernavoda, choose the name of the branch, check the availability of and reserve the name of the branch, draw up and approve the By-Laws of the branch, in compliance with the legal requirements, appoint the members of the Board of Directors, appoint the external auditor/internal auditors, prepare all operations/formalities related to the paying-up of the share capital (including the opening of a bank account, making the actual payments, etc.), sign any statement required under the law in the name of the sole shareholder of the branch (e.g. statement of no overlap of office, statement concerning the fulfilment by SNN of all conditions required under the law, relevant for holding and exerting the capacity of sole shareholder of the branch, etc.), make the payment of all fees and rates related to the operation of establishing a new branch, contract notary’s services, and, where appropriate, lawyer’s services, as required for the establishment of the new branch and, in general, perform any operation and sign any document in relation to the establishment of the branch.

 

In order to fulfill the aforementioned acts, the Chairperson of the Board of Directors of SNN may delegate the duties/responsibilities related to the establishment of the new branch to any other person, including the Board of Directors of the branch, which will be appointed to this position through a decision of the Board of Directors of SNN.

 

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

Resolutions

OGMS resolution

EGMS resolution 

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