29.04.2026

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  29.04.2026

Amended Convening notice for the Ordinary and Extraordinary General Meeting of Shareholders dated 29.04.2026

 

Ordinary General Meeting of Shareholders

Item 2 – The revocation of Mr. Ionel Bucur following his request to terminate the mandate agreement entered into with SNN, effective January 23, 2026. (secret vote)

Item 3 – Appointment of a provisional member to the Board of Directors of Societatea Natională Nuclearelectrica S.A., effective as of the date of the meeting, due to a vacancy. (secret vote)

Appendix 1 – Draft Mandate Agreement proposed by the Ministry of Energy

Appendix 2 – List of candidates proposed for the position of member of the Board of Directors

Appendix 3 – CV Carmen Moraru

Item 4 – Establishing the term of office of the provisional member of the Board of Directors, elected under item 3, for a period of 5 months, in accordance with the provisions of Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, as subsequently amended and supplemented. 

Item 5 – Setting the fixed gross monthly allowance for the member of the Board of Directors elected under item 3, in accordance with Article 5 of OGMS Resolution No. 12 dated November 24, 2025. 

Item 6 – Approval of the form of the mandate agreement to be concluded with the member of the Board of Directors elected under item (3), in the form proposed by the Ministry of Energy.

Appendix 1 – Draft Mandate Agreement proposed by the Ministry of Energy

Item 7 – Mandating the representative of the majority shareholder, the Ministry of Energy, at the OGMS to sign, in the name and on behalf of the Company, the mandate agreement with the member of the Board of Directors elected under item (3). 

Item 8 – Approval of the initiation of the selection procedure for the vacant position on the Board of Directors, in accordance with the provisions of Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, as subsequently amended and supplemented. The selection procedure will be conducted by the Ministry of Energy, in its capacity as the supervising public authority.

Item 9 –Approval of the audited Individual Financial Statements as at and for the financial year ended 31 December 2025, 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 2025 and the Independent Auditor’s Report on the Individual Financial Statements as at and for the financial year ended 31 December 2025.

Auditor’s Report

Item 10 –Approval of the audited Consolidated Financial Statements as at and for the financial year ended 31 December 2025, 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 2025 and the Independent Auditor’s Report on the Consolidated Financial Statements as at and for the financial year ended 31 December 2025.

Auditor’s Report

Item 11 – Approval of the Annual Report of the Board of Directors for the financial year ending 31 December 2025, 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, including the approval of the SNN-2025 Group-Level Consolidated Sustainability Report and the auditor’s report on the SNN-2025 Group-Level Consolidated Sustainability Report, Annex 13 to the Board of Directors’ Report.

Note regarding the Approval of the Annual Report of the Board of Directors for the financial year ending 31 December 2025

Annual Report of the Board of Directors for the financial year ending 31 December 2025, ESEF format

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

Item 12 –Information regarding the Quarterly Report of the Board of Directors for Quarter III 2025 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 13 –Information regarding the Quarterly Report Board of Directors for quarter IV of 2025, prepared pursuant to the provisions of Article 57, paragraph 4 of Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, as subsequently amended and supplemented (“EO No. 109/2011”).

Item 14 –Approval of the discharge of the Directors for the financial year ended 31 December 2025.

Item 15 –Approval of the proposal on the distribution of the net profit for the financial year 2025 by destination, approval of the total amount of gross dividends in the amount of 1,179,633,972 lei, of the amount of the gross dividend per share in the amount of 3.91068407 lei/share, of the date of payment of the dividends, i.e. 24.06.2026, and of the terms of payment, as provided in the Note presented to the shareholders.

Item 16 –Approval of the SNN Remuneration Report for the financial year 2025, in accordance with the provisions of art. 107, para. (6) of Law no. 24/2017 on issuers of financial instruments and market operations, republished.

Note regarding the Approval of the SNN Remuneration Report for the financial year 2025, in accordance with the provisions of art. 107, para. (6) of Law no. 24/2017 on issuers of financial instruments and market operations, republished

Item 17 –Approval of SNN’s Remuneration Policy, in accordance with Article 106 of Law No. 24/2017 on issuers of financial instruments and market operations, as republished.

Note regarding the endorsement of the update of the Remuneration Policy of SNN

Item 18 –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 06.11.2025-06.03.2026.

Item 19 –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 06.11.2025-06.03.2026.

 

Extraordinary General Meeting of Shareholders

Item 2 – Approval of the increase in the value of contract no. RUEC 872/02.06.2022, having as its object “Legal assistance/consultancy services in relation to major investment objectives as well as major strategic objectives in the Investment Strategy of Societatea Națională Nuclearelectrica S.A.“, concluded by S.N. Nuclearelectrica S.A. with the American law firm Hunton Andrews Kurth LLP, with the Romanian law firms Zamfirescu Racoți, Vasile & Partners, Wolf Theiss Romania and the Australian firm GNE Advisory as subcontractors, in accordance with point 2.1. of the Note presented to shareholders, with a total value of EUR 500,000 (excluding VAT) and with the mention that the aforementioned amount, which will be added to the contract in question, will be used exclusively at the request of SNN, depending on the actual needs for legal assistance in the issues listed above, so that, if, for reasons not attributable to SNN, the above-mentioned projects do not progress or if there is no real and effective need in this regard, these amounts will not be accessed;

Item 3 – Mandating the executive management of SNN (the CEO and CFO) to negotiate and sign, with the contractual partners mentioned in point 2 above (the American law firm Hunton Andrews Kurth LLP, with the Romanian law firms Zamfirescu Racoți, Vasile & Partners, Wolf Theiss Romania and the Australian firm GNE Advisory as subcontractors), the addendum to contract no. RUEC 872/02.06.2022, which will confirm the increase in the contract value, under the conditions set out in the Note presented to the shareholders.

Item 4 – Mandating the executive management of SNN (the CEO and the CFO) to negotiate and sign, with the contractual partners mentioned in point 2 above (the American law firm Hunton Andrews Kurth LLP, with the Romanian law firms Zamfirescu Racoți, Vasile & Partners, Wolf Theiss Romania and the Australian firm GNE Advisory as subcontractors), any other addenda to contract no. RUEC 872/02.06.2022, other than the addendum mentioned in point 3, in situations where such changes do not lead to an increase in the value of the contract, including in the situation where, upon expiry of the contract term (June 2026), there are still ongoing projects, the completion of which requires the continued use of the services of HAK (together with its aforementioned partners) after that date, with subsequent notification of the SNN Board of Directors regarding the conclusion of such additional acts;

Item 5 – Approval of the contracting of specialized legal services for assistance, consulting, and/or representation for investment projects included in the 2025-2030 Investment Strategy, with a view to 2035, of S.N. Nuclearelectrica S.A., including for aspects related to the financing of these projects and other related aspects in connection with these projects, under the conditions detailed in point 2.2. of the Note presented to the shareholders, respectively these services will have a total value of EUR 5,500,000 (excluding VAT), the contract will be divided into two lots, namely Lot 1, which covers aspects related to international law, and Lot 2, which covers aspects related to national and European law (Community legislation), the contracts to be concluded will have a duration of 3 years from the date of signing and the value of the contracts will be used exclusively at the request of SNN, depending on the actual needs for legal assistance/consultancy or representation in the above-mentioned issues, so that, if, for reasons not related to SNN, the above-mentioned projects do not progress or if there is no real need for such services, no amounts from the above-mentioned value will be used, with the proviso that the amounts necessary to cover the costs of contracting these services will be borne by SNN’s own funds and will be provided for in the company’s annual budgets, with any unspent amounts to be carried over to SNN’s budgets in subsequent years;

Item 6 – Mandating the executive management of SNN (the CEO and the CFO) to carry out the selection procedure for the firms/companies/law firms that will provide the legal services mentioned in point 5 above, to negotiate and sign the legal service contracts mentioned in point 5 above, under the conditions detailed in the Note presented to the shareholders, with subsequent notification of the SNN Board of Directors, as well as to negotiate and sign any additional acts to the contracts to be concluded in accordance with point 5 above, which will not change the value of these contracts, with subsequent notification of the SNN Board of Directors;

Item 7 – Approval of an additional ceiling of EUR 800,000 (excluding VAT) for the continued contracting, in the situations detailed in point 2.3. of the Note presented to shareholders, of assistance/consultancy and legal representation services (this category also includes litigation before common law courts or arbitration tribunals, internal and/or international, related to the execution of contracts for major investment projects, including those related to international financing for these projects), for current issues and disputes other than those related to investment activities and those related to the financing and guaranteeing of major investment projects, which are the subject of points 2.1. and 2. 2. of the Note presented to shareholders, the contracting of these services shall be ensured in compliance with the principles governing procurement legislation, namely competitiveness, transparency, non-discrimination, equal treatment, proportionality, efficient use of funds, and in compliance with the requirements/conditions set out in point 2.3. of the Note presented to shareholders. Furthermore, the contracting of these services, as set out in point 2.3 of the Note presented to shareholders, shall be carried out whenever necessary, by decision of the company’s management, on the basis of specific supporting documents, which shall justify the necessity and appropriateness of the procurement and justify the criteria for which a particular firm/law firm will be used;

Item 8 – Mandating the executive management of SNN (the CEO and the CFO) to carry out, in all situations where it is necessary, as mentioned in point 7 above, the procedures for selecting law firms/legal practices and to sign the respective orders/contracts for legal services with them. 

Note for items 2-8 on the amended agenda

Item 9 – Approval of the establishment of a branch of SNN, named “Societatea Nationala Nuclearelectrica S.A. Bucharest – Refurbishment and Major Investments Branch (Sucursala de Retehnologizare și Investiții Majore) (SRIM) Cernavoda,” which will operate in accordance with applicable legal regulations and the Articles of Incorporation of the parent company, SNN, with the purpose of carrying out the economic activities specified in its founding document (Articles of Incorporation) (CAEN Code 3511);

Item 10 – Approval of the registration of the SRIM Cernavoda branch in the Trade Register of Constanța, with its registered office at: 2 Medgidiei Street, Office building for U2 PIF staff, Cernavodă, Constanța County, with its main activity being the production of electricity (CAEN Code 3511). 

Item 11 – Approval of the duration of existence of the SRIM Cernavoda branch, which will be unlimited, with the possibility of expanding or reducing activities, depending on the needs of the company and the economic and legal conditions in force;

Item 12 – Approval of the SRIM Cernavoda branch to carry out activities within the same financial structure as the parent company, to be financed from its resources, without constituting a separate share capital;

Item 13 – Approval of the management of the SRIM Cernavoda branch by a branch manager, appointed by the CEO of SNN, who will be responsible for administering and coordinating the economic activities carried out within the SRIM Cernavoda Branch, in accordance with the mandate/attributions entrusted by the CEO of SNN;

Item 14 – Approval of the establishment by Societatea Nationala Nuclearelectrica S.A. of a place of business at the address: 48 Iancu de Hunedoara Boulevard, registered in the land registry under no. 233413, with cadastral number 233413, in the Crystal Tower building, located on the third floor, District 1, Bucharest, which will be managed by SRIM Cernavoda, having the main object of activity of the company (CAEN Code 3511).

Item 15 – Mandating the Board of Directors of SNN, with the possibility of sub-delegation to the executive management of SNN, to carry out all the formalities/steps required by law for the submission/notification, to the competent territorial Trade Registry Office, of the SNN EGMS decision, as well as to carry out any other formalities and sign any other documents related to this decision and those mentioned in its content.

Note for items 9 -15 on the amended agenda

Item 16 – Approval of the proposed Shareholders’ Agreement to be entered into between SNN and the Romanian State, through the Ministry of Energy, which will govern the rights and obligations of SNN and the Romanian State as shareholders of EN, in the form and content set forth in Annex 1 to the Note.

Item 17 – Mandating the CEO of SNN to order and implement, within the limits provided by law, any subsequent amendments to the Shareholders’ Agreement. 

Item 18 – Mandating the CEO of SNN to sign the EN Shareholders’ Agreement and any document related to those approved in the preceding items.

Note regarding items 16–18 on the amended agenda

Appendix No. 1 – Shareholders’ Agreement regarding the Romanian State’s participation, alongside Societatea Nationala Nuclearelectrica S.A., in the share capital of EnergoNuclear S.A., the project company that will develop the Cernavoda NPP Units 3 and 4 Project

Item 19 –  Mandating the Board of Directors of SNN and/or the CEO of SNN, as applicable, within the statutory authority provided for at the Company level for initiating procurements, to approve/sign the conclusion of addenda to RUEC Contract No. 1607/27.11.2023, concerning the supply of reactor components and the retubing tools necessary for the refurbishment of the reactor at Unit 1 of the Cernavodă Nuclear Power Plant, within the limits and conditions provided for in Law No. 99/2016, with the clarification that those addenda to be signed within the scope of authority of the CEO of SNN shall be subject to periodic reporting to the SNN Board of Directors and provided they fall within the total amount of the General Investment Estimate. The delegation to the Board of Directors or the CEO of SNN shall include the possibility for them to sub-delegate this authority to other representatives of the company’s management, including those of its branches;

Item 20 – Mandating the Board of Directors of SNN and/or the CEO of SNN, as applicable, within the statutory authority provided for at the Company level to initiate procurements, to approve/sign the conclusion of addenda to RUEC Framework Agreement No. 519/16.04. 2024, concerning project management services, technical assistance, consulting, and staff training necessary for the preparation and implementation of the Retrofitting Project for Unit 1 at Cernavodă NPP within the limits and conditions provided for in Law No. 99/2016, with the clarification that any addenda to be signed within the scope of authority of the SNN CEO shall be subject to periodic reporting to the SNN Board of Directors and provided that they fall within the total amount of the General Investment Estimate. The delegation to the Board of Directors or the CEO of SNN shall include the possibility for them to sub-delegate this authority to other representatives of the company’s management, including those of its branches.

Note for items 19-20 on the amended agenda

Item 21 – Approval of SNN, acting as guarantor, providing a guarantee to Energonuclear S.A., acting as borrower, for financing in the amount of up to USD 57,272,230, contracted by Energonuclear S.A. (as borrower) from the Export-Import Bank of the United States (as lender), for the financing of the “Units 3 and 4 of the Cernavoda Nuclear Power Plant” project, under the terms detailed in the Note accompanying this agenda item;

Item 22 –  Approval of the loan agreement in the amount of up to USD 57,272,230 between Energonuclear S.A., as borrower, SNN, as guarantor, the Export-Import Bank of the United States, as lender, and J.P. Morgan SE, as documentation agent, to finance the “Units 3 and 4 of the Cernavoda Nuclear Power Plant” project, a contract to be signed also by SNN, in its capacity as guarantor of the borrower Energonuclear S.A., as set forth in the annex to the Note pertaining to this agenda item;

Item 23 – Approval of the loan guarantee agreement (contract) for the aforementioned loan, to be concluded by SNN and Energonuclear S.A., as set forth in the form attached to the note pertaining to this agenda item;

Item 24 – Mandating the Board of Directors of SNN to approve, in the name and on behalf of SNN, in its capacity as guarantor for the obligations of Energonuclear S.A., any amendments to the aforementioned loan agreement and/or guarantee agreement, as well as to all documents issued for the implementation of the aforementioned financing, including the payment instruments (“promissory notes”) issued by Energonuclear S.A. (and endorsed by SNN) pursuant to the loan agreement, during their term, with the exception of amendments concerning the principal terms of the loan: loan amount, interest, fees, debt rescheduling, and term;

Item 25 – Mandating  the CEO and the CFO of SNN to sign, in the name and on behalf of SNN: (i) the loan agreement in the amount of up to USD 57,272,230, between Energonuclear S.A., as borrower, SNN, as guarantor, the Export-Import Bank of the United States, as lender, and J.P. Morgan SE, as documentation agent, for the financing of the “Cernavoda NPP Units 3 and 4” project; (ii) the aforementioned guarantee agreement between SNN and Energonuclear S.A.; and (iii) for the completion of all formalities and the signing of all documents necessary for the aforementioned financing to take effect, with the proviso that the aforementioned authorized representatives shall be able to sign the contracts in question in a form substantially similar to the forms attached to the Note pertaining to this agenda item, in the sense that if, prior to signing, further formal amendments to the two contracts are required, the authorized representatives shall be empowered to accept the implementation of such amendments that do not affect the substance of the contractual provisions and do not alter the meaning and purpose of the contractual provisions but are merely of a formal nature (correction of errors in expression, grammatical errors, etc.), as well as to sign, in their capacity as legal representatives of SNN, acting as guarantor, the payment instruments (“promissory notes”) issued by Energonuclear S.A. (and endorsed by SNN) in accordance with the loan agreement, in the form attached to the financing agreement; 

 Item 26 – Authorizing the SNN representative(s) at the Extraordinary General Meeting of Shareholders of Energonuclear S.A. to vote:

  1. “for”/”in favor of” the contracting, by Energonuclear S.A., as borrower, with SNN acting as guarantor, of a loan in the amount of up to 57, 272,230 USD, from the Export-Import Bank of the United States, as lender, where J.P. Morgan SE acts as documentation agent, to finance the “ Cernavoda NPP Units 3 and 4” project; as well as
  2. “for”/“ in favor of” the conclusion, by Energonuclear S.A., as the guaranteed party, with SNN, as the guarantor, of a guarantee agreement regarding the provision of the guarantee for the aforementioned loan of up to USD 57,272,230; and
  3. “for”/“in favor of” authorizing the General Manager and the Chief Financial Officer of Energonuclear S.A. to sign, in the name and on behalf of Energonuclear S.A., the two aforementioned contracts, in the forms substantially attached to the Note pertaining to this agenda item and approved in advance by the Board of Directors of Energonuclear S.A., the clarification made in the previous item (regarding the signing of contracts in forms substantially similar to those attached to the Note presented to the shareholders) being applicable to this item as well, as well as for the completion of all formalities and the signing of all documents necessary for the entry into force of the aforementioned financing, including the payment instruments (“promissory notes”) issued by Energonuclear S.A. (and endorsed by SNN) in accordance with the loan agreement, in the form attached to the financing agreement;

Item 27 –  Mandating the SNN representative(s) at the Extraordinary General Meeting of Shareholders of Energonuclear S.A. to vote “for”/” in favor of” authorizing the Board of Directors of Energonuclear S.A. to approve, in the name and on behalf of Energonuclear S.A., as borrower and secured debtor, any amendments to the aforementioned credit agreement and/or guarantee agreement during their term, with the exception of amendments concerning the principal credit terms: the loan amount, interest, fees, debt rescheduling, term, as well as all documents issued for the entry into force of the aforementioned financing, including the payment instruments (“promissory notes”) issued by Energonuclear S.A. (and endorsed by SNN) pursuant to the loan agreement;

Item 28 – Mandating the CEO of SNN to complete all necessary formalities with the relevant Commercial Registry regarding the resolution of the SNN Extraordinary General Meeting of Shareholders.

Note for items 21-28 on the amended agenda

On item no. 21-28 on the agenda of the Extraordinary General Meeting of Shareholders of the Societatea Nationala Nucelarelectrica S.A. (SNN) which will take place on 29.04.2026, 11:00 am (Romanian time), first convocation, respectively on 30.04.2026, 11:00 am, second convocation, SNN published the following:

  • Note regarding to approval of (i) the granting, by SNN, as guarantor (guarantor), for Energonuclear S.A. (EN) as borrower, of a guarantee for financing, in the amount of up to 57,272,230 USD, contracted by Energonuclear S.A. (as borrower) from Export-Import Bank of the United States (as lender), for the financing of the project “Units 3 and 4 CNE Cernavoda” (Project), under the conditions detailed in this Note; (ii) the loan agreement in the amount of up to 57,272,230 USD, between Energonuclear S.A., as borrower, with SNN as guarantor (guarantor), Export-Import Bank of the United States, as lender, and J.P. Morgan SE, as documentation agent, for the financing of the project “Units 3 and 4 of the Cernavoda NPP”, a contract to be signed by SNN, in its capacity as guarantor (guarantor) of the borrower Energonuclear S.A., in the form attached to this Note; (iii) the guarantee agreement for the aforementioned loan, to be concluded by SNN with the company Energonuclear S.A., in the form attached to this Note; (iv) the mandate of the Board of Directors of SNN to approve, in the name and on behalf of SNN, as guarantor for EN’s obligations, any amendments to the credit agreement and/or to the guarantee agreement and/or the payment instruments (“promissory notes”) issued by EN (and assumed (“endorsed”) by SNN) according to the aforementioned loan agreement, during their execution, except for amendments regarding the main credit conditions: amount borrowed, interest, fees, debt rescheduling, duration; (v) the mandate of the Chief Executive Officer and the Chief Financial Officer of SNN to sign, in the name and on behalf of SNN, the loan agreement in the amount of up to 57,272,230 USD, between Energonuclear S.A., as borrower, SNN, as guarantor (guarantor), Export-Import Bank of the United States, as lender, and J.P. Morgan SE, as documentation agent, for the financing of the project “Units 3 and 4 of the Cernavoda NPP”, the guarantee convention (agreement) between SNN and Energonuclear S.A. previously mentioned and for the fulfillment of all formalities and the signing of all documents necessary for the entry into force of the aforementioned financing, with the mention that the aforementioned proxies will be able to sign the contracts in question in a form substantially similar to the forms attached to this Note, in the sense that if, before signing, formal changes are still necessary to the two contracts, the proxies will be mandated to accept the implementation of those changes that do not affect the substance of the contractual provisions and do not modify the meaning and purpose of the contractual provisions but are only of a formal nature (correction of errors of expression, grammatical errors, etc.), as well as for the signing, as legal representatives of SNN, as guarantor, of the payment instruments (“promissory notes”) issued by EN (and assumed (“endorsed”) by SNN) according to the loan contract, in the form attached to the financing contact; (vi) the proxies of the representative(s) of SNN in the Extraordinary General Meeting of Shareholders of Energonuclear S.A. to vote “for”/”in favor” for the contracting, by Energonuclear S.A., as borrower, SNN having the quality of guarantor (guarantor), of the loan in the amount of up to 57,272,230 USD, from the Export-Import Bank of the United States, where J.P. Morgan SE has the capacity of documentation agent, for the financing of the project “Units 3 and 4 of the Cernavoda NPP”, as well as “for/”in favor of” for the conclusion, by Energonuclear S.A., as guaranteed, with SNN, as guarantor (guarantor), of a guarantee convention (agreement) in connection with the granting of the guarantee for the loan of up to 57,272,230 USD previously mentioned and for the mandate of the Chief Executive Officer and the Chief Financial Officer of Energonuclear S.A. to sign, in the name and on behalf of Energonuclear S.A., the two previously mentioned contracts, in the forms attached to this Note and previously approved by the Board of Directors of Energonuclear S.A., the specification made in the previous point (referring to the signing of contracts in forms substantially similar to those attached to this Note) being applicable to this point as well, as well as for the fulfillment of all formalities and the signing of all documents necessary for the entry into force of the aforementioned financing, including the payment instruments (“promissory notes”) issued by EN (and assumed (“endorsed”) by SNN) according to the loan agreement, in the form attached to the financing contact; (vii) the agents of the representative/representatives of SNN in the Extraordinary General Meeting of Shareholders of Energonuclear S.A. to vote “for”/“in favor” of the agent of the Board of Directors of EN to approve, in the name and on behalf of EN, as borrower and guaranteed debtor, any amendments to the aforementioned credit agreement and/or guarantee agreement, during their execution, except for amendments concerning the main credit conditions: amount borrowed, interest, fees, debt rescheduling, duration, as well as all documents issued for the entry into force of the aforementioned financing, including the payment instruments issued by EN according to the loan agreement; (viii) the agents of the Chief Executive Officer of SNN to carry out all the formalities at the competent Trade Register in relation to the SNN EGMS decision to which this note refers.

In order to protect its legitimate commercial interests, taking into account the commercial information in Annex 1 si Annex 2  to the EGMS Note No. E-DCF-NOTA AGA-APROB-05124-02-04-26 regarding the approvals mentioned in point 21-28 above, SNN has decided, under the applicable legislation on the right of shareholders to have access to sufficient information on 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 17.04.2026, to issue a request in this regard accompanied by the completed Confidentiality Agreement (link) and a copy of the ID to receive access to the following: (i) the negotiated form of the Financing Agreement in the amount of 57,272,230 USD, for the financing of the “Cernavoda NPP Units 3 and 4” Project, between EN and the US Export-Import Bank, guaranteed by SNN, J.P. Morgan SE acting as the documentation agent, as well as ii) the negotiated form of the guarantee contract (agreement) between SNN and EN.

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 29.04.2026”.

SNN will verify membership status on April 17, 2026, based on the shareholder registry provided by the Central Depository, and will make the documents available.

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 29 –Approval of SNN directors’ participation in a professional training course on corporate governance or in a training program specific to the nuclear sector, in accordance with the relevant obligation imposed on directors under their mandate agreements and the authorization of the Nomination and Remuneration Committee (NRC) within the SNN Board of Directors to survey the market for relevant courses, identify specialized providers of professional training courses in the aforementioned fields, and submit for approval by the SNN Board of Directors the participation of members of this corporate body in the respective course(s). Reimbursement of the course fees for the participation of members of the SNN Board of Directors in the respective courses, up to a limit of 10,000 euros per director per year (excluding VAT), shall be made by SNN.

 

Request to complete the agenda from the majority shareholder, the Ministry of Energy

Appendix 1 – Draft Mandate Agreement proposed by the Ministry of Energy

Appendix 2 – List of candidates proposed for the position of member of the Board of Directors

Appendix 3 – CV Carmen Moraru

Board of Director’s Decision regarding the amenedment of the GMS agenda

 

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

AMENDED AGENDA 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

AMENDED AGENDA 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

AMENDED AGENDA Correspondence ballot for individual shareholders for EGMS – click here

Correspondence ballot for legal person shareholders for EGMS – click here

AMENDED AGENDA Correspondence ballot for legal person shareholders for EGMS – click here

 

Resolution drafts

OGMS resolution draft

AMENDED AGENDA OGMS Rresolution draft 

EGMS resolution draft

AMENDED AGENDA EGMS Resolution draft