18.12.2025 OGMS from 10:00 and EGMS from 11:00
Ordinary General Meeting of Shareholders
Annex 1: CTES Opinion No. 15/02.10.2025;
Annex 2: Project schedule, revision 1;
Annex 3: Preliminary cost estimate sheet
Extraordinary General Meeting of Shareholders
Item 2 – Approval of the conclusion of a direct partnership with DSPE BETA PRIVATE EQUITY FUND (DSPE) as an investor in the project company RoPower Nuclear S.A. (RPN), based on the provisions of Article 5.3 of the SNN Procedure on the establishment of joint ventures, issued based on the provisions of ME Order No. 1180/4.11.2021;
Item 3 – Approval of the Shareholders’ Agreement to be concluded between SNN, NOVA POWER & GAS S.R.L (NPG) and DSPE BETA PRIVATE EQUITY FUND (DSPE/PEF) for the development of the SMR Project in Doicesti, Romania, in the form negotiated between SNN and the aforementioned Project partners and attached to Note.
Item 4 – Mandating the executive management of SNN to sign, on behalf of and for SNN, the Shareholders’ Agreement to be concluded between SNN, NPG, and DSPE/PEF for the development of the SMR Project in Doicesti, Romania, mentioned in point 3) above;
Item 5 – Mandating the executive management of SNN to finalize and sign all documents provided for in the Shareholders’ Agreement and to complete the transaction, under the terms of the Shareholders’ Agreement;
Item 6 – Mandating the representative of SNN, the Director of the Development and Shareholding Management Department, or his legal substitutes, in the General Meeting of Shareholders of RPN to cast a favorable vote, on behalf of and for the account of the shareholder SNN, regarding the approval of the Shareholders’ Agreement to be concluded between SNN, NPG and DSPE/PEF for the development of the SMR Project in Doicesti, Romania, mentioned in point 3) above, the approval of the change in the shareholding structure of RPN as a result of the approval of this Agreement, the approval of the increase in the share capital of RPN under the terms of the Note and the aforementioned Agreement, the approval of the revised Articles of Incorporation of RPN (based on the Articles of Incorporation mentioned in point 3 above), as well as the authorization of the aforementioned SNN representative to sign this document and to fulfill any other formalities required for the completion and finalization of the transaction;
Item 7 – Mandating the SNN Board of Directors to adopt any necessary decisions at the level of SNN and/or the RPN General Meeting of Shareholders (for which the SNN Board of Directors is empowered to approve the voting mandates of the SNN representative in the RPN General Meeting of Shareholders, if applicable), for the implementation of the Shareholders’ Agreement referred to in point 3) above and for which, through the Note, no special and express delegations of authority have already been granted;
Item 8 – Mandating the General Manager of SNN to sign, on behalf of and for SNN, the voting mandate(s) of the SNN representative in the RPN GMS in relation to the implementation of all aspects covered by this Note, in compliance with points 6) and 7) above.
At items 2-8 from the agenda of the Extraordinary General Shareholders Meeting of Societatea Nationala Nuclearelectrica S.A., due to be held on 18.12.2025, at 11:00 AM (Romania time) first convocation, respectively on 19.12.2025, at 11:00 AM second convocation, SNN published the following:
Item 2 – Approval of the conclusion of a direct partnership with DSPE BETA PRIVATE EQUITY FUND (DSPE) as an investor in the project company RoPower Nuclear S.A. (RPN), based on the provisions of Article 5.3 of the SNN Procedure on the establishment of joint ventures, issued based on the provisions of ME Order No. 1180/4.11.2021;
Item 3 – Approval of the Shareholders’ Agreement to be concluded between SNN, NOVA POWER & GAS S.R.L (NPG) and DSPE BETA PRIVATE EQUITY FUND (DSPE/PEF) for the development of the SMR Project in Doicesti, Romania, in the form negotiated between SNN and the aforementioned Project partners and attached to Note.
Item 4 – Mandating the executive management of SNN to sign, on behalf of and for SNN, the Shareholders’ Agreement to be concluded between SNN, NPG, and DSPE/PEF for the development of the SMR Project in Doicesti, Romania, mentioned in point 3) above;
Item 5 – Mandating the executive management of SNN to finalize and sign all documents provided for in the Shareholders’ Agreement and to complete the transaction, under the terms of the Shareholders’ Agreement;
Item 6 – Mandating the representative of SNN, the Director of the Development and Shareholding Management Department, or his legal substitutes, in the General Meeting of Shareholders of RPN to cast a favorable vote, on behalf of and for the account of the shareholder SNN, regarding the approval of the Shareholders’ Agreement to be concluded between SNN, NPG and DSPE/PEF for the development of the SMR Project in Doicesti, Romania, mentioned in point 3) above, the approval of the change in the shareholding structure of RPN as a result of the approval of this Agreement, the approval of the increase in the share capital of RPN under the terms of the Note and the aforementioned Agreement, the approval of the revised Articles of Incorporation of RPN (based on the Articles of Incorporation mentioned in point 3 above), as well as the authorization of the aforementioned SNN representative to sign this document and to fulfill any other formalities required for the completion and finalization of the transaction;
Item 7 – Mandating the SNN Board of Directors to adopt any necessary decisions at the level of SNN and/or the RPN General Meeting of Shareholders (for which the SNN Board of Directors is empowered to approve the voting mandates of the SNN representative in the RPN General Meeting of Shareholders, if applicable), for the implementation of the Shareholders’ Agreement referred to in point 3) above and for which, through the Note, no special and express delegations of authority have already been granted;
Item 8 – Mandating the General Manager of SNN to sign, on behalf of and for SNN, the voting mandate(s) of the SNN representative in the RPN GMS in relation to the implementation of all aspects covered by this Note, in compliance with points 6) and 7) above.
Due to the confidential nature of certain commercial information, presented in detailed:
- At item 3, within the Shareholders Agreement (“SHA”), having as parties SNN, NOVA POWER & GAS S.R.L. (“NPG”) and DSPE BETA PRIVATE EQUITY FUND (“DSPE”/”PEF”) and as object the development of the Small Modular Reactors Project (“SMR”) in Doicesti, Romania, in the form negotiated between the parties, is conditioned by the signing by the Shareholder of a Confidentiality Commitment, to protect the information provided.
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 05.12.2025, 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:
Shareholders Agreement (“SHA”), having as parties SNN, NOVA POWER & GAS S.R.L. (“NPG”) and DSPE BETA PRIVATE EQUITY FUND (“DSPE”/”PEF”) and as object the development of the Small Modular Reactors Project (“SMR”) in Doicesti, Romania, in the form negotiated between the parties.
SNN will verify the shareholder quality on 05.12.2025 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 18.12.2025”.
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 9 – Approval of the proposal to remove the following NACE activities from the scope of activity: 0147, 0162, 0210, 0240, 0510, 0520, 0710, 0721, 0729, 0811, 0812, 0891, 0892, 0893, 0899, 0990, 1071, 1072, 1085, 1089, 1520, 1611, 1612, 1622, 1626, 1723, 1813, 1814, 1820, 2011, 2013, 2014, 2016, 2120, 2391, 2399, 2433, 2540, 2551, 2552, 2561, 2592, 2593, 2594, 2812, 2813, 2815, 2822, 2830, 2892, 3250, 3299, 3315, 3524, 3831, 3832, 4611, 4612, 4613, 4614, 4615, 4616, 4617, 4618, 4619, 4671, 4721, 4725, 4727, 4781, 4791, 4792, 4911, 4912, 4920, 4934, 5030, 5040, 5222, 5330, 5520, 5530, 5612, 5821, 5920, 6010, 6020, 6039, 6120, 6421, 6422, 7220, 7311, 7312, 7411, 7412, 7413, 7414, 7491, 7740, 7751, 7752, 7810, 7820, 7990, 8291, 8551, 8552, 8691, 8692, 8693, 8694, 8695, 8696, 8697, 8699, 8791, 9130, 9311, 9312, 9313, 9319, 9411, 9412, 9540, 9610, 9640, 9691.
Item 10 – Approval of the proposal to amend Article 5 of the Articles of Association of Societatea Natională Nuclearelectrica S.A., in order to update the secondary object of activity resulting from the elimination of the codes mentioned in point 9, the company being to carry out only the CAEN codes mentioned below: 1623, 1624, 1625, 1627, 1628, 1812, 2366, 2370, 2446, 2511, 2512, 2553, 2599, 2660, 3311, 3312, 3313, 3314, 3319, 3320, 3512, 3514, 3515, 3516, 3530, 3540, 3600, 3700, 3811, 3812, 3821, 3822, 3823, 3833, 3900, 4100, 4211, 4212, 4213, 4221, 4291, 4299, 4311, 4312, 4313, 4321, 4322, 4323, 4324, 4331, 4332, 4333, 4334, 4335, 4341, 4342, 4350, 4360, 4391, 4399, 4662, 4681, 4686, 4687, 4690, 4931, 4932, 4939, 4941, 4942, 5210, 5224, 5231, 5232, 5320, 5510, 5540, 5590, 5611, 5621, 5622, 5640, 5811, 5812, 5813, 5819, 5829, 6110, 6190, 6210, 6220, 6290, 6310, 6392, 6811, 6812, 6820, 6832, 7010, 7020, 7111, 7112, 7120, 7210, 7320, 7330, 7420, 7430, 7499, 7711, 7712, 7734, 7739, 8009, 8110, 8121, 8122, 8123, 8210, 8230, 8240, 8292, 8299, 8425, 8532, 8559, 8561, 8569, 9329, 9510, 9531;
Item 11- Approval of the revised form of Article 5 of the Articles of Incorporation, following the amendments made in accordance with points 9 and 10 above, the revised form being attached to the EGMS Notice and the Note that will be presented to shareholders at the meeting.
Item 12 – Empowerment of the Chairman of the Board of Directors of Societatea Națională Nuclearelectrica S.A., with the possibility of subdelegation to the company’s executive management, to carry out all formalities required by law, including signing the Addendum to the Articles of Incorporation of Societatea Națională Nuclearelectrica S.A., signing the updated Articles of Incorporation, the affidavit regarding the fulfillment of the conditions for operating/conducting business at the Trade Register Office, in connection with the change in the object of activity of Societatea Națională Nuclearelectrica S.A. and the notification of this change to the competent Trade Register Office.
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
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
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
Resolutions