by Nuclearelectrica

24.04.2025

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 General Meeting of Sharesholders dated 24.04.2025

Amended Convening Notice For the Ordinary General Meeting of Sharesholders dated 24.04.2025

Ordinary General Meeting of Shareholders

Item 2 – Revocation of members of the Board of Directors for non-attributable reasons, in order to fulfill milestone no. 121 of the National Recovery and Resilience Plan of Romania, in accordance with the provisions of art. 13.1 of the Contract of Mandate (secret vote).

Item 3 – Revocation of the members of the Board of Directors for imputable causes, in accordance with the provisions of Article 13 in conjunction with the provisions of Article 10.3 of the Contract of Mandate, namely the refusal to carry out the resolutions of the GMS by not signing the addendum no. …. to the Contract of Mandate, until April 16, 2025 (secret vote).

Item 4 – Election of provisional members of the Board of Directors (secret vote).

Form of mandate contract proposed by the Ministry of Energy

List of persons proposed for the position of member of the SNN Board of Directors

Petre Iulian NICOLESCU – CV

Laurentiu Nicolae CAZAN –CV

Oleg BURLACU –CV

Pavel Casian NITULESCU-CV

Ionut PURICA- CV

Item 5 – Approval of the duration of the term of office of the provisional members of the Board of Directors elected as per item 4, for a period of 5 months, in accordance with the provisions of GEO 109/2011 on the corporate governance of public companies, as amended and supplemented.

Item 6 – Establishment of the fixed gross monthly gross fixed compensation of the provisional members of the Board of Directors elected according to point 4, in the amount established in accordance with the Resolution of the Ordinary General Shareholders’ Meeting no. 6/10.08.2022.

Item 7 – Approval of the form of the Contract of Mandate to be concluded with the provisional members of the Board of Directors elected in accordance with item 4, in the form proposed by the Ministry of Energy.

Item 8 – Authorization of the representative of the Ministry of Energy in the OGMS to sign, in the name and on behalf of the Company, the contracts of mandate of the provisional members of the Board of Directors.

Item 9 – Approval of the initiation of the selection procedure for the remaining vacant positions on the Board of Directors, in accordance with the provisions of GEO 109/2011 on the corporate governance of public enterprises, as amended and supplemented. The selection procedure will be carried out by the Ministry of Energy, in its capacity of public supervisory authority.

Item 10 – Empowering the Chairman of the meeting/member of the Board of Directors to fulfill any and all formalities required for the registration and to ensure the enforceability against third parties of the resolutions taken by the OGMS. The person so empowered may delegate to other persons his or her mandate with regard to the completion of the above formalities.

Item 11 – Approval of the audited Individual Financial Statements as at and for the financial year ended 31 December 2023, prepared in accordance with the Order of the Minister of Public Finance No. 2.844/2016 approving the Accounting Regulations in accordance with International Financial Reporting Standards, based on the Annual Report of the Board of Directors for the year 2024 and the Independent Auditor’s Report on the Individual Financial Statements as at and for the financial year ended 31 December 2024.

Auditor report

Item 12 – Approval of the audited Consolidated Financial Statements as at and for the financial year ended 31 December 2024, prepared in accordance with the Order of the Minister of Public Finance No. 2.844/2016 approving the Accounting Regulations in accordance with International Financial Reporting Standards, based on the Annual Report of the Board of Directors for the year 2023 and the Independent Auditor’s Report on the Consolidated Financial Statements as at and for the financial year ended 31 December 2024.

Auditor report

Item 13 – Approval of the Annual Report of the Board of Directors for the financial year ending 31 December 2024, prepared in accordance with the provisions of Article 65 of Law no. 24/2017, republished on 10.08.2021, on issuers of financial instruments and market operations and of Annex no. 15 of ASF Regulation no. 5/2018 on issuers of financial instruments and market operations, as amended and supplemented.

NOTE Regarding the approval of The Annual Report of the Board of Directors for the financial year ended at 31 December 2024

Annual Report of the Administrators for the financial year ended on December 31, 2024 in ESEF format

Independent Limited Assurance Report on the Consolidated Sustainability Report included in Appendix 13 of the Annual Report

Item 14 – Approval of the Quarterly Report of the Board of Directors for Quarter IV 2024 prepared on the basis of the provisions of Article 69 of Law no. 24/2017 on issuers of financial instruments and market operations, republished.

Item 15 – Approval of the discharge of the Directors for the financial year ended 31 December 2024.

Item 16 – Approval of the proposal on the distribution of the net profit for the financial year 2024 by destination, approval of the total amount of gross dividends in the amount of 815,172,311 lei, of the amount of the gross dividend per share in the amount of 2.70243266 lei/share, of the date of payment of the dividends, i.e. 24.06.2025, and of the terms of payment, as provided in the Note presented to the shareholders.

Item 17 – Approval of the SNN Remuneration Report for the financial year 2024, in accordance with the provisions of art. 107, para. (6) of Law no. 24/2017 on issuers of financial instruments and market operations, republished.