18.12.2025 OGMS from 13:00
Convening Notice For the Ordinary General Meeting of Sharesholders dated 18.12.2025
Amended Convening Notice for the Ordinary General Meeting of Shareholders dated 18.12.2025.
Ordinary General Meeting of Shareholders
Item 2 – Approval of the form and content of the addendum to the mandate contract of the members of the Board of Directors of S.N. Nuclearelectrica S.A., for the implementation of the amendments made to GEO 109/2011 on the corporate governance of public enterprises, as amended by Law No. 158/2025, in the form proposed by the Ministry of Energy.
Form of the addendum to the mandate agreement proposed by the Ministry of Energy
Item 3 – Approval of the remuneration level of the non-executive directors of Societatea Națională Nuclearelectrica S.A., in accordance with the provisions of Law No. 158 of October 17, 2025, amending and supplementing Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, in the sense that the remuneration of non-executive directors will be a fixed gross monthly amount, as established by OGMS Resolution No. 1/15.02.2023.
Item 4 – Approval of the new level of remuneration for non-executive directors of Societatea Națională Nuclearelectrica S.A., in accordance with the provisions of Law No. 158 of October 17, 2025, amending and supplementing Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, in the sense that the fixed gross monthly remuneration of non-executive directors will be calculated using the average gross monthly salary (CSMB) for the activity carried out in accordance with the main object of activity registered by the company, at class level, according to the classification of activities in the national economy (specifically, CAEN code 3511), communicated by the National Institute of Statistics on the date closest to the GMS decision establishing the remuneration, the fixed gross monthly remuneration for non-executive members of the Board of Directors of Societatea Națională Nuclearelectrica S.A. will be twice this earnings (2 x CSMB).
Item 5 – To ensure the reference for establishing the remuneration of directors, in accordance with the provisions of Article 38 of Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, in conjunction with the provisions of Article 111(2) and Article 15318 of Company Law No. 31/ 1990, republished, approval of the level of remuneration of the executive director, which includes a fixed gross monthly component, amounting to a maximum of 5 times the average gross monthly salary (CSMB) for the activity carried out in accordance with the main object of activity registered by the company, at class level, according to the classification of activities in the national economy (specifically, CAEN code 3511), communicated by the National Institute of Statistics on the date closest to the GMS decision establishing the remuneration, and a variable component, which is calculated monthly at the level of two average gross monthly salaries for the activity carried out in accordance with the main object of activity registered by the company, at class level, according to the classification of activities in the national economy (specifically, CAEN code 3511), communicated by the National Institute of Statistics, valid on the date closest to the GMS decision establishing the remuneration, and is paid annually, after the approval of the financial statements, in accordance with the provisions of Art. 37 para. (3) and Art. 38 para. (2) of GEO No. 109/2011, as subsequently amended and supplemented.
Item 6 – Approval of the form and content of the addendum to the mandate contracts of the members of the Board of Directors of Societatea Națională Nuclearelectrica S.A., for the implementation of the amendments made to Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises by Law No. 158 of October 17, 2025, amending and supplementing Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, published in the Official Gazette of Romania, Part I, No. 965 of October 17, 2025.
Item 7 – Mandating the representative of the majority shareholder, the Romanian State, in the Ordinary General Meeting of Shareholders of Societatea Națională Nuclearelectrica S.A., namely the representative of the Ministry of Energy, to sign the addendum to the mandate contracts of the company’s administrators, in accordance with the provisions of this decision.
Item 8 – Mandating the Chairman of the Board of Directors of Societatea Națională Nuclearelectrica S.A., with the possibility of sub-delegation, to carry out all formalities required by law and to sign any documents related to the mention of the decision adopted at this meeting in the Trade Register, as well as to carry out any formalities required by law for the enforcement of this decision.
Form of the addendum to the mandate contracts
Request for convening the GMS from the majority shareholder, the Ministry of Energy
Request to complete the agenda from the majority shareholder, the Ministry of Energy
Form of the addendum to the mandate agreement proposed by 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
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
Special power of attorney for legal person shareholders OGMS – click here
AMENDED AGENDA Special power of attorney for legal person shareholders OGMS – click here
Correspondence ballots
Correspondence ballot for individual shareholders for OGMS – click here
AMENDED AGENDA 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
Resolution drafts
AMENDED AGENDA OGMS resolution draft
Resolution