by Nuclearelectrica

09.04.2025

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

Convening Notice For the Ordinary and Extraordinary General Meeting of Sharesholders dated 09.04.2025

Amended Convening Notice For the Ordinary and Extraordinary General Meeting of Sharesholders dated 09.04.2025

Ordinary General Meeting of Shareholders

Item 2 – Approval of the form and content of the Additional Act No. …….. to the Mandate Contract to be concluded with the members of the Board of Directors of S.N Nuclearelectrica S.A., proposed by the shareholder Romanian State through the Ministry of Energy.

Item 3 – Approval of the mandate of the representative of the shareholder representative of the State of Romania through the Ministry of Energy in the Ordinary General Meeting of Shareholders to sign the Additional Act No…………. to the Mandate Contract with the members of the Board of Directors of S.N Nuclearelectrica S.A.

Item 4 – The empowerment of the Chairman of the Board of Directors to sign the Resolution of the Ordinary General Meeting of the Shareholders and to fulfill all and any of the formalities required by law for the registration and to ensure the opposability to third parties of the Resolution adopted by the Ordinary General Meeting of the Shareholders. The empowered person may delegate to other persons the mandate with regard to the fulfillment of the above mentioned formalities.

Material regarding items 2, 3 and 4

Item 5 – Approval of the Income and Expenditure Budget for the year 2025.

Note on the substantiation of the draft 2025 Income and Expenditure Budget of S.N.“Nuclearelectrica” S.A.

Appendix 1 – Income and Expenditure Budget for year 2025

Appendix 2 – Details of the economic and financial indicators provided for the Income and Expenditure Budget and their distribution by quarters

Appendix 3 – Total income realization

Appendix 4 – Investment program, facilities and financing sources for 2025

Appendix 4.1 – LIST of item “FACILITIES” for year 2025

Appendix 5 – Measures to improve the gross result and cut down the overdue payments

Current report Erratum regarding the Budget of Income and Expediture Budget for 2025

Appendix 2 – Details of the economic and financial indicators provided for the Income and Expenditure Budget and their distribution by quarters- erratum

Item 6 – Information regarding the adoption by the Board of Directors of S.N. Nuclearelectrica S.A (SNN) of the investment decision in the project “Modernization of the Class I Uninterruptible Power Supply System, BSI 55510/55610 at Unit 2 Cernavoda NPP by replacing the stationary batteries 400Vp.c. (channel A and C), 220Vp.c. (channel A, B and C), 48Vp.c. (channel A, B and C).

Item 7 – 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 04.12.2024-14.02.2025.

Item 8 – 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 04.12.2024-14.02.2025.

Extraordinary General Meeting of Shareholders

Item 2 – Amendment of the Investors’ Agreement in connection with the establishment of a project company with the objective of developing power generation capacities, signed between SNN and NPG on September 22, 2022 (the “Investors’ Agreement”), as follows:

“Amend Article 5 of Annex 8 as follows:

The Project Company shall have the right to acquire the Land related to the Nuclear Power Plant, whereby NPG and the Project Company, by mutual agreement, may enter into, concurrently or at different intervals of time, as the Parties may decide:

(a) a sale and purchase contract (the Sale Contract) in relation to which the Parties agree that the sale value of the Land related to the Nuclear Power Plant will be the market value, determined under normal market conditions, in compliance with all relevant legal provisions (e.g. Law no. 287/2009 on the Civil Code, Companies Law no. 31/1990, Law no. 227/2015 on the Tax Code, the 2016 Methodological Norms for the application of Law no. 227/2015 on the Tax Code, etc.), based on a valuation report accepted by NPG and the Project Company, prepared by a Big Four appraiser and authorized by ANEVAR and mutually agreed by NPG and the Project Company, and

(b) an agreement (Re-Invoicing Agreement) as to the amounts to be agreed by NPG and the Project Company, for reimbursement by the Project Company of the value of all expenses that NPG has incurred in connection with any finance costs, capital costs, costs in connection with any improvements, betterments, decontamination and alterations to the Nuclear Power Plant Land from the date of NPG’s acquisition of ownership of the Land until the date of transfer of the Nuclear Power Plant Land from NPG to the Project Company, including all expenses related to the maintenance, conservation and upkeep of the Nuclear Power Plant Land, incurred by NPG between the Date of Signing of the Agreement and the date of transfer of the NPG Property from NPG to the Project Company, it being understood that the Project Company may request NPG to provide documentary records reflecting this value and that they are not already included in the above-mentioned valuation report.

Subsequent to the signing of the aforementioned contracts, the payments under the Sale Contract and the Re-invoicing Agreement will be made in one or more installments, until a date to be agreed by NPG and the Project Company through the respective contracts, and the transfer of the ownership of the Land related to the Nuclear Power Plant will take place on the date of signing of the Sale Contract.

Subject to the foregoing, the Parties undertake to exercise their Shareholders’ Rights in order to ensure that the Project Company will carry out the foregoing on terms mutually agreed between the Project Company and NPG”.

Item 3 – Authorizing the executive management of Societatea Nationala Nuclearelectrica S.A. (SNN) to sign, in the name and on behalf of the shareholder Societatea Nationala Nuclearelectrica S.A. (SNN), the Additional Deed to the above mentioned Investors’ Agreement, having as object the amendment to the Investors’ Agreement provided for in the previous point (2).

Item 4 – Empowering the Board of Directors of Societatea Nationala Nuclearelectrica S.A. (SNN), in its capacity as legal representative of Societatea Nationala Nuclearelectrica S.A. (SNN), to approve, in the name and on behalf of the shareholder Societatea Nationala Nuclearelectrica S.A. (SNN) of Ropower Nuclear S.A. (RPN or the Project Company), at the Extraordinary General Meeting of the Shareholders of Ropower Nuclear S.A. (the Project Company), on the basis of the provisions of art. 153²²of the republished Companies Act 31/1990, as amended to date, the acquisition by Ropower Nuclear S.A. (the Project Company) from the shareholder Nova Power and Gas S.R.L. (NPG), of the land representing the site of the future SMR power plant at Doicesti (Nuclear Power Plant Related Land), in accordance with the law and the Project Company’s Articles of Incorporation, in which sense the Board of Directors of Societația Nationale Nuclearelectrica S.A. (SNN) is empowered to adopt any decision/action in connection with the acquisition of the Land related to the Nuclear Power Plant, including (but not limited to) the sale price of the Land related to the Nuclear Power Plant and the manner of establishing it, the conditions and main elements of the sale and purchase agreement regarding the Land related to the Nuclear Power Plant, the rights and obligations of the contracting parties, the manner of financing the acquisition of the Land related to the Nuclear Power Plant by the Project Company Ropower Nuclear S.A., etc.., The Board of Directors of Societatii Nationale Nuclearelectrica S.A. (SNN) may delegate, subject to the restrictions imposed by law and by the Ropower Nuclear S.A. Project Company’s articles of incorporation, any of these responsibilities to the Board of Directors and/or, as the case may be, to the executive management of Ropower Nuclear S.A. Project Company.

Item 5 – The approval of the conclusion, by SNN, as lender/creditor, of an Additional Deed to the Framework Loan Agreement no. 1 dated 16.08.2023, for the amendment of the object of the above mentioned loan agreement, in order to introduce in the object of the financing granted by SNN to the Project Company Ropower Nuclear S.A. and of the expenses related to the acquisition of the site related to the SMR Project at Doicesti, of the expenses related to the granting of guarantees by SNN for the loans contracted by Ropower Nuclear S.A. Project Company from third party lenders and of the expenses related to the related financial costs.

Item 6 – The approval of the conclusion, by SNN with the Project Company RoPower Nuclear S.A., in order to guarantee the amounts granted by SNN for the financing of the acquisition of the site related to the SMR Project at Doicesti, of a Real Estate Mortgage Contract, for the establishment, by the Project Company RoPower Nuclear S.A., in favor of SNN, of a mortgage on the land to be acquired by the Project Company RoPower Nuclear S.A. on the basis of the financing granted by SNN.

Item 7 – Empowering the executive management of SNN to negotiate and sign, in the name and on behalf of SNN, as lender/creditor and also as secured creditor (mortgage lender), the contracts mentioned in points (5) and (6) above, as well as all other related documents necessary for the implementation of the RPN EGMS resolution.

Note for items 2, 3, 4, 5, 6 and 7

Item 8 – Approval of (i) the establishment by the SNN, as sole founder, of a foundation, with the characteristics set out in this Note and (ii) the authorization of the Board of Directors of the SNN, with the possibility of sub-delegation to the executive management of the SNN, to carry out all formalities relating to the establishment of the foundation, including, but not limited to: choosing the name of the Foundation, taking the necessary steps to reserve the name of the Foundation, establishing the seat of the Foundation, drawing up and approving the Articles of Association of the Foundation, in compliance with legal requirements, appointing the members of the Board of Directors of the Foundation, carrying out all necessary operations/formalities in order to establish the assets of the Foundation (including opening accounts, making the necessary payments, etc. ), drawing up and signing any forms, applications, declarations necessary to hold the status of sole founder of the Foundation, contracting notarial services, if necessary, and, in general, carrying out any operation/formalities and signing any documents necessary and in connection with the establishment of the Foundation.

Appendices:

Draft Articles of Association of Nucleu de Bine (Nucleus of Care) Foundation

Proof of name availability Nucleu de Bine (Nucleus of Care)

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