03.09.2025
Amended agenda for the Ordinary and Extraordinary General Meeting of Shareholders dated 03.09.2025
Ordinary General Meeting of Shareholders
Item 2 – Revocation of 2 (two) provisional members of the Board of Directors following the expiry of their term of office, effective September 23, 2025 (secret vote).
Item 3 – Election of 2 (two) provisional members to the Board of Directors following the vacancy of the position referred to in the above agenda item, effective September 24, 2025 (secret vote).
List of persons proposed for the position of member of the SNN Board of Directors
Item 4 – Establishment of the term of office of the provisional members elected under the above-mentioned item, for a period of 2 months, in accordance with the provisions of Government Emergency Ordinance No. 109/2011 on corporate governance of public enterprises, as subsequently amended and supplemented.
Item 5 – Setting the gross monthly fixed remuneration of the provisional members of the Board of Directors elected, in the amount established in accordance with the Resolution of the Ordinary General Meeting of Shareholders No. 6/10.08.2022.
Item 6 – Approval of the form of the mandate contract to be concluded with the provisional members of the Board of Directors elected under item (3), in the form proposed by the Ministry of Energy. ANNEX 1.
ANNEX 1 – Form of mandate contract proposed by the Ministry of Energy
Item 7 – Mandating the representative of the Ministry of Energy in the OGMS to sign, on behalf of and for the account of the Company, the mandate agreements with the provisional members of the Board of Directors elected under item (3).
Item 8 – Extension by 2 months of the terms of office of 3 (three) provisional members of the Board of Directors. (secret vote).
Item 9 – Approval of the conclusion of additional acts to the mandate contracts regarding the extension by 2 (two) months of the term of office of the provisional members of the Board of Directors in the form proposed by the Ministry of Energy and the establishment of the remuneration in the amount determined in accordance with the Resolution of the Ordinary General Meeting of Shareholders no. 06/10.08.2022 ANNEX 2.
ANNEX 2 – Form of additional act to the mandate contract proposed by the Ministry of Energy
Item 10 – Mandating the representative of the Ministry of Energy in the OGMS to sign, on behalf of and for the account of the Company, the addenda to the mandate contracts concluded with the provisional members of the Board of Directors in the form proposed by the Ministry of Energy.
Item 11 – Approval of the key financial and non-financial performance indicators resulting from the Management Plan of S.N. Nuclearelectrica S.A., which will constitute an annex to the mandate contracts of the members of the Board of Directors selected in accordance with GEO 109/2011 and the Directors with mandate contracts.
Item 12 – Approval of the form and content of the Addendum to the mandate contract to be concluded with the members of the Board of Directors of the company selected in accordance with Government Emergency Ordinance 109/2011 in the form and content proposed by the Ministry of Energy. ANNEX 3.
ANNEX 3 Form of the addendum to mandate contract proposed by the Ministry of Energy
Item 13 – Approval of the mandate of the representative of the Romanian State shareholder through the Ministry of Energy in the Ordinary General Meeting of Shareholders to sign the Addendum to the Mandate Agreement with the members of the Board of Directors selected in accordance with GEO 109/2011.
Item 14 –Approval of the “Investment Strategy of Nuclearelectrica S.A. for the period 2025 – 2030, with an outlook to 2035”
Appendix – Investment Strategy of Nuclearelectrica S.A.
Item 15 –Information regarding the approval of a financing ceiling in the amount of 200 million lei for the issuance of bank guarantee letters.
Item 16 –Information about adoption by the Board of Directors of S.N. Nuclearelectrica S.A. (SNN) of the decision to invest in the project “Changes to systems 79140, 38110, 38410 and rehabilitation of 1-7914-TK1, according to the results of the “condition assessment”
Item 17 –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 13.06.2025- 21.07.2025.
Item 18 –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 13.06.2025- 21.07.2025.
Extraordinary General Meeting of Shareholders
Item 2 –Approval of (i) the contracting, by SNN, as borrower, of a loan in the amount of EUR 540 million from a banking syndicate (the Syndicate) led by J.P. Morgan, as lender, for the financing of the Project “Refurbishment of Unit 1 Cernavoda NPP” (the Project), under the terms and conditions detailed in this Note, and (ii) the conclusion/signing by SNN, as borrower, of the Loan Agreement in the amount of EUR 540 million with the aforementioned banking syndicate led by J.P. Morgan, for the financing of the “Refurbishment of Unit 1 Cernavoda NPP” project, in the form attached to this Note and under the terms and conditions detailed herein, as well as (iii) the mandate of the Chief Executive Officer and the Chief Financial Officer of SNN to sign, on behalf of and for the account of SNN, the Financing Agreement with the banking syndicate led by J.P. Morgan, as well as to fulfill all formalities and sign all documents necessary for the entry into force of the aforementioned agreement
On items 2 and 3 on the agenda of the Extraordinary General Meeting of Shareholders of Societatea Nationala Nuclearelectrica S.A. which will take place on 03.09.2025, at 11:00 for the EGEA (Romanian time): first convocation, respectively on 04.09.2025, at 11:00 AM second convocation, SNN published the following:
- For item 2 Note regarding to Approval of (i) the contracting, by SNN, as borrower, of a loan in the amount of EUR 540 million from a banking syndicate (the Syndicate) led by J.P. Morgan, as lender, for the financing of the Project “Refurbishment of Unit 1 Cernavoda NPP” (the Project), under the terms and conditions detailed in this Note, and (ii) the conclusion/signing by SNN, as borrower, of the Loan Agreement in the amount of EUR 540 million with the aforementioned banking syndicate led by J.P. Morgan, for the financing of the “Refurbishment of Unit 1 Cernavoda NPP” project, in the form attached to this Note and under the terms and conditions detailed herein, as well as (iii) the mandate of the Chief Executive Officer and the Chief Financial Officer of SNN to sign, on behalf of and for the account of SNN, the Financing Agreement with the banking syndicate led by J.P. Morgan, as well as to fulfill all formalities and sign all documents necessary for the entry into force of the aforementioned agreement
- For item 3 Note regarding to Approval of (i) the granting, by SNN, as guarantor, in favor of Energonuclear S.A., as guaranteed party, of a guarantee for the financing, in the amount of EUR 80 million contracted by Energonuclear S.A. (as borrower) from a banking syndicate (the Syndicate) led by J.P. Morgan, for the financing of the project “Units 3 and 4 Cernavoda NPP”, and (ii) the Loan Agreement in the amount of EUR 80 million between Energonuclear S.A., as borrower, SNN, as guarantor, and the aforementioned banking syndicate (the Syndicate), led by J.P. Morgan, as lender, for the financing of the project “Units 3 and 4 Cernavoda NPP”, and (iii) the Guarantee Agreement for the aforementioned Loan, to be concluded by SNN with Energonuclear S.A., a (iv) the mandatees of the Chief Executive Officer and the Chief Financial Officer of SNN to sign, on behalf of and for SNN, the Loan Agreement in the amount of EUR 80 million EUR, the Guarantee Agreement, and to complete all formalities and sign all documents necessary for the entry into force of the aforementioned financing, as well as (v) the representatives of SNN in the General Meeting of Shareholders of Energonuclear S.A. to vote “for”/”in favor” of the contracting/entering into, by Energonuclear S.A., of the loan in the amount of EUR 80 million, as well as for/in favor of the contracting/entering into, by Energonuclear S.A., as guarantor, from SNN, as guarantor, of the guarantee for the aforementioned loan of EUR 80 million and to mandate the General Manager and the Financial Director of Energonuclear S.A. to sign, on behalf of and for the account of Energonuclear S.A., the two aforementioned contracts.
In order to protect its legitimate commercial interests, as well as those of the Association, taking into account the commercial information in:
-Annex 1 to the EGMS NOTE No. E-DCF-NOTA AGA-APROB-03481-21-07-25 regarding the approval, by the Extraordinary General Meeting of Shareholders of SNN, of i) the contracting, by SNN, as borrower, of a loan in the amount of EUR 540 million from a banking syndicate (the Syndicate) led by J.P. Morgan, as lender, for the financing of the Project “Refurbishment of Unit 1 Cernavoda NPP” (the Project), under the terms and conditions detailed in this Note, and (ii) the conclusion/signing by SNN, as borrower, of the Loan Agreement in the amount of EUR 540 million with the aforementioned banking syndicate led by J.P. Morgan, for the financing of the “Refurbishment of Unit 1 Cernavoda NPP” project, in the form attached to this Note and under the terms and conditions detailed herein, as well as (iii) the mandate of the Chief Executive Officer and the Chief Financial Officer of SNN to sign, on behalf of and for the account of SNN, the Financing Agreement with the banking syndicate led by J.P. Morgan, as well as to fulfill all formalities and sign all documents necessary for the entry into force of the aforementioned agreement
-The contract having as its object “Negotiated Form of the Financing Contract in the amount of EUR 540 million with the banking syndicate led and arranged by J.P. Morgan for the financing of the project “Refurbishment of Unit 1 of the Cernavoda NPP”
– Annex 1 and Annex 2 to EGMA NOTE No. E-DCF-NOTA AGA-APROB-03480-21-07-2 regarding the approval by the Extraordinary General Meeting of Shareholders of SNN of (i) the granting, by SNN, as guarantor, in favor of Energonuclear S.A., as guaranteed party, of a guarantee for the financing, in the amount of EUR 80 million contracted by Energonuclear S.A. (as borrower) from a banking syndicate (the Syndicate) led by J.P. Morgan, for the financing of the project “Units 3 and 4 Cernavoda NPP”, and (ii) the Loan Agreement in the amount of EUR 80 million between Energonuclear S.A., as borrower, SNN, as guarantor, and the aforementioned banking syndicate (the Syndicate), led by J.P. Morgan, as lender, for the financing of the project “Units 3 and 4 Cernavoda NPP”, and (iii) the Guarantee Agreement for the aforementioned Loan, to be concluded by SNN with Energonuclear S.A., a (iv) the mandatees of the Chief Executive Officer and the Chief Financial Officer of SNN to sign, on behalf of and for SNN, the Loan Agreement in the amount of EUR 80 million EUR, the Guarantee Agreement, and to complete all formalities and sign all documents necessary for the entry into force of the aforementioned financing, as well as (v) the representatives of SNN in the General Meeting of Shareholders of Energonuclear S.A. to vote “for”/”in favor” of the contracting/entering into, by Energonuclear S.A., of the loan in the amount of EUR 80 million, as well as for/in favor of the contracting/entering into, by Energonuclear S.A., as guarantor, from SNN, as guarantor, of the guarantee for the aforementioned loan of EUR 80 million and to mandate the General Manager and the Financial Director of Energonuclear S.A. to sign, on behalf of and for the account of Energonuclear S.A., the two aforementioned contracts.
Annex 1- Negotiated form of the Financing Agreement in the amount of EUR 80 million with the banking syndicate led and arranged by J.P. Morgan for the financing of the “Cernavoda NPP Units 3 and 4” Project
Annex 2- Guarantee Contract (Agreement) between SNN and EN
SNN has decided, under the applicable legislation on the right of shareholders to have access to sufficient information about the issues subject to the approval of the GMS, in the spirit of transparency, good faith and good practices, to offer the possibility to shareholders, upon meeting the identification requirements set out in the GMS Convener, namely the requirement to hold the quality of shareholder on the reference date 20.08.2025, to issue a request in this regard accompanied by the completed Confidentiality Agreement (link) and a copy of the ID in order to receive access to the following:
-Annex 1 to the EGMS NOTE No. E-DCF-NOTA AGA-APROB-03481-21-07-25regarding the approval, by the Extraordinary General Meeting of Shareholders of SNN, of (the contracting, by SNN, as borrower, of a loan in the amount of EUR 540 million from a banking syndicate (the Syndicate) led by J.P. Morgan, as lender, for the financing of the Project “Refurbishment of Unit 1 Cernavoda NPP” (the Project), under the terms and conditions detailed in this Note, and (ii) the conclusion/signing by SNN, as borrower, of the Loan Agreement in the amount of EUR 540 million with the aforementioned banking syndicate led by J.P. Morgan, for the financing of the “Refurbishment of Unit 1 Cernavoda NPP” project, in the form attached to this Note and under the terms and conditions detailed herein, as well as (iii) the mandate of the Chief Executive Officer and the Chief Financial Officer of SNN to sign, on behalf of and for the account of SNN, the Financing Agreement with the banking syndicate led by J.P. Morgan, as well as to fulfill all formalities and sign all documents necessary for the entry into force of the aforementioned agreement
-The contract having as its object “Negotiated Form of the Financing Contract in the amount of EUR 540 million with the banking syndicate led and arranged by J.P. Morgan for the financing of the project “Refurbishment of Unit 1 of the Cernavoda NPP”
– Annex 1 and Annex 2 to EGEA NOTE No. E-DCF-NOTA AGA-APROB-03480-21-07-2 regarding the approval by the Extraordinary General Meeting of Shareholders of SNN of(i) the granting, by SNN, as guarantor, in favor of Energonuclear S.A., as guaranteed party, of a guarantee for the financing, in the amount of EUR 80 million contracted by Energonuclear S.A. (as borrower) from a banking syndicate (the Syndicate) led by J.P. Morgan, for the financing of the project “Units 3 and 4 Cernavoda NPP”, and (ii) the Loan Agreement in the amount of EUR 80 million between Energonuclear S.A., as borrower, SNN, as guarantor, and the aforementioned banking syndicate (the Syndicate), led by J.P. Morgan, as lender, for the financing of the project “Units 3 and 4 Cernavoda NPP”, and (iii) the Guarantee Agreement for the aforementioned Loan, to be concluded by SNN with Energonuclear S.A., a (iv) the mandatees of the Chief Executive Officer and the Chief Financial Officer of SNN to sign, on behalf of and for SNN, the Loan Agreement in the amount of EUR 80 million EUR, the Guarantee Agreement, and to complete all formalities and sign all documents necessary for the entry into force of the aforementioned financing, as well as (v) the representatives of SNN in the General Meeting of Shareholders of Energonuclear S.A. to vote “for”/”in favor” of the contracting/entering into, by Energonuclear S.A., of the loan in the amount of EUR 80 million, as well as for/in favor of the contracting/entering into, by Energonuclear S.A., as guarantor, from SNN, as guarantor, of the guarantee for the aforementioned loan of EUR 80 million and to mandate the General Manager and the Financial Director of Energonuclear S.A. to sign, on behalf of and for the account of Energonuclear S.A., the two aforementioned contracts.
Annex 1- Negotiated form of the Financing Agreement in the amount of EUR 80 million with the banking syndicate led and arranged by J.P. Morgan for the financing of the “Cernavoda NPP Units 3 and 4” Project
Annex 2- Guarantee Contract (Agreement) between SNN and EN
SNN will verify the shareholder quality on 20.08.2025 in the register of shareholders sent by the Central Depository and will provide a copy of the documents.
The requests, accompanied by the signed confidentiality commitment and the copy of the ID will be sent to the attention of the SNN Board of Directors, either in physical format by submitting to the SNN Registry, at Bulevardul Iancu de Hunedoara, no. 48, sector 1, Bucharest, between the hours of 08:00 and 16:00, or by sending online, with the extended electronic signature incorporated according to Law no. 455/2001 to the email address aga@nuclearelectrica.ro with the title “Request for provision of AGEA documents 03.09.2025”.
A copy of the above documentation will be made available for collection at the SNN Registry at Bulevardul Iancu de Hunedoara no. 48, sector 1, Bucharest, between the hours of 08:00 – 16:00 for requests received in physical and electronic format, by sending by email, with the SNN electronic signature incorporated, for requests received by email
Item 4 –Approval of the conclusion of the Irradiation Services Contract “Isotope Irradiation Service Agreement” by and between S.N. Nuclearelectrica S.A. and Framatome GmbH for development of the IRIS (the Innovative Romanian Isotope System) project for production of medical radioisotopes at Cernavoda NPP, and on authorization of SNN Executive Management sign the Agreement, for and on behalf of SNN.
Item 5 –Approval (i) of the proposal to conclude the Shareholders’ Agreement (“SHA”) between SNN, NOVA POWER & GAS S.R.L. (NPG) and DSPE BETA PRIVATE EQUITY FUND (DSPE/PEF) and having as its object the development of the Small Modular Reactors Project (“SMR”) in Doicesti, Romania, in the form negotiated between the parties, (ii) the executive management of SNN to sign, on behalf of and for the account of the shareholder SNN, the aforementioned Shareholders’ Agreement, (iii) the representatives of SNN in the Extraordinary General Meeting of Shareholders of Ropower Nuclear S.A. (“RPN”) to vote on the formalities required for the completion of the transaction to change the company’s shareholding structure.
At pct. 4 – 5 from the agenda of the Extraordinary General Shareholders Meeting of Societatea Nationala Nuclearelectrica S.A., due to be held on 03.09.2025, at 11:00 AM (Romania time) first convocation, respectively on 04.09.2025, at 11:00 AM second convocation, SNN published the following:
- At 4, the note regarding the approval of the proposal to conclude the “Isotope Irradiation Service Agreement” between S.N. Nuclearelectrica S.A. and Framatome GmbH, related to the development of the IRIS (Innovative Romanian Isotope System) project for the production of medical radioisotopes at CNE Cernavoda and of the mandate of SNN executive management to sign, in the name and on behalf of the shareholder SNN, the agreement aforementioned;
- At 5, the note regarding the approval of (i) The proposal to conclude the Shareholders Agreement (“SHA”), with SNN, NOVA POWER & GAS S.R.L. (“NPG”) and DSPE BETA PRIVATE EQUITY FUND (“DSPE”/”PEF”) as parties, and having as an object the development of the Small Modular Reactors (“SMR”) Project in Doicesti, Romania, in the form as negotiated by the parties, (ii) mandate of SNN executive management to sign, in the name and on behalf of the shareholder SNN, the Shareholders Agreement aforementioned, (iii) mandate of the SNN representative in the Extraordinary General Meeting of Shareholders of RoPower Nuclear S.A. (“RPN”), to vote with regards to the formalities that are required in order to complete the transaction regarding the modification of the company shareholder structure”.
Due to the confidential nature of certain commercial information, presented in detailed:
- At 4, within the Isotope Irradiation Service Agreement;
- At 5, within the Shareholders Agreement (“SHA”),
in order to protect the legitimate interests of both SNN and those of the association:
SNN has decided, under the applicable legislation on the right of shareholders to have access to sufficient information about the issues subject to the approval of the GMS, in the spirit of transparency, good faith and good practices, to offer the possibility to shareholders, upon meeting the identification requirements set out in the GMS Convener, namely the requirement to hold the quality of shareholder on the reference date 20.08.2025, to issue a request in this regard accompanied by the completed Confidentiality Agreement (link) and a copy of the ID in order to receive access to the following:
- for item 4, Isotope Irradiation Service Agreement;
- for item 5, Shareholders Agreement (“SHA”),
SNN will verify the shareholder quality on 20.08.2025 in the register of shareholders sent by the Central Depository and will provide a copy of the documents.
Requests, alongside the non-disclosure agreement signed and the aforementioned documents, shall be transmitted to SNN Board of Directors, either in written physical form by deposition to SNN Registry, from Bulevardul Iancu de Hundedoara, no. 48, sector 1, Bucharest, between 08:00-16:00, or online, with electronic signature according to Law no. 455/2001 at aga@nuclearelectrica.ro with the title “Solicitare de furnizare documente AGEA 03.09.2025”.
A copy of the above documentation will be made available for collection at the SNN Registry at Bulevardul Iancu de Hunedoara no. 48, sector 1, Bucharest, between the hours of 08:00 – 16:00 for requests received in physical and electronic format, by sending by email, with the SNN electronic signature incorporated, for requests received by email.
Item 6 –Approval of the update of the SNN’s Articles of Incorporation following the recodification of its object of activity carried out by the Trade Registry Office attached to the Bucharest Tribunal, presented in the Annex to the convocation.
Item 7 – Empowering the Chairman of the Board of Directors to sign the updated Articles of Incorporation, the statement on his own responsibility regarding the fulfillment of the conditions for the operation/performance of the activity at the Trade Register Office, as well as for the fulfillment of any other formalities necessary for the registration of the update of the Articles of Incorporation
Appendix – SNN’s Articles of Incorporation
Request to complete the agenda from the majority shareholder, the Ministry of Energy
ANNEX 1 – Form of mandate contract proposed by the Ministry of Energy
ANNEX 2 – Form of additional act to the mandate contract proposed by the Ministry of Energy
ANNEX 3 Form of the addendum to mandate contract proposed by the Ministry of Energy
ANNEX 4 – List of proposal of 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
SECRET VOTE – 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
SECRET VOTE – 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 – click here
AMENDED AGENDA – Correspondence ballot for individual shareholders for OGMS – click here
SECRET VOTE – 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
SECRET VOTE – 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
AMENDED AGENDA –OGMS resolution draft
AMENDED AGENDA –EGMS resolution draft