29.10.2026
Ordinary General Meeting of Shareholders
Item 2 –Approval of the initiation of the selection procedure for members of the Board of Directors of Societatea Nationala Nuclearelectrica SA, specifically 5 (five) 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 3 –Information regarding the Half -Yearly Report of the Board of Directors of Societatea Nationala Nuclearelectrica SA.
Item 4 –Approval of the updated Remuneration Policy of Societatea Natională Nuclearelectrica S.A.;
Appendix no. 2 – Template of the Addendum to the Mandate Contracts of the SNN BoD members.
Item 5 – Approval of amendments, via additional acts, to the directors’ mandate contracts – to remove from the category of benefits expenses related to representation, transportation, lodging, and per diem expenses incurred for the purpose of performing their duties—as well as the form and content of the addendum to the mandate agreements of the members of the SNN Board of Directors, as attached to the note pertaining to this item.
Template of the Addendum to the Mandate Contracts of the SNN BoD members.
Item 6 – Mandating the representative of the majority shareholder, the Romanian State, at the Ordinary General Meeting of Shareholders of Societatea Natională Nuclearelectrica S.A.—namely, the representative of the Ministry of Energy—to sign the additional acts to the company’s administrators’ mandate agreements.
Item 7 –Appointment of the financial auditor TVG TAX AUDIT SRL to audit the Consolidated Sustainability Report of Societatea Națională Nuclearelectrica SA (“the Company”) and its subsidiaries (“the Group”) for the 2026 financial year.(secret vote)
Appendix 3 – Total income realization
Appendix 4 – Investment program, facilities and financing sources for 2026
Appendix 4.1. – List of item „Facilities” amended for year 2026
Appendix 5 – Measures to improve the gross result and cut down the overdue amounts payable
Item 9 –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 02.06.2026 (inclusive) – 08.09.2026 (inclusive),.
Item 10 –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 02.06.2026 (inclusive) – 08.09.2026 (inclusive),.
Request for convening the OGMS from the majority shareholder, the Ministry of Energy
Extraordinary General Meeting of Shareholders
Item 2 – Approval of:
a) the contracting, by SNN, as borrower, of a cumulative loan of 800 million from the European Investment Bank (“EIB”), as lender, to finance the “Refurbishment of Unit 1 at Cernavoda NPP” Project (the Project), under the terms detailed in the Note relating to this item presented to the shareholders;
b) the conclusion/signing, by SNN, as borrower, of the Financing Agreements totaling 800 million EUR (the EIB financing will be structured into two financing agreements, each amounting to 400 million, to be signed successively – estimated to be the first in 2026 and the second in early 2027 (hereinafter referred to as “EIB Financing Agreements”) with the European Investment Bank, as lender, to finance the project “Refurbishment of Unit 1 at Cernavoda NPP”, under the terms detailed in the Note relating to this item presented to the shareholders;
c) authorizing the Board of Directors of SNN to approve, in the name and on behalf of SNN, the final form of the Financing Agreements referred to in the preceding item, which are currently being negotiated with the European Investment Bank, as well as any amendments to the Financing Agreements during their term, with the exception of amendments relating to the principal lending terms, namely: the loan amount, fees, debt rescheduling and the term;
d) authorizing the Chief Executive Officer and the Chief Financial Officer of SNN (or their authorized agents) to sign, in the name and on behalf of SNN, the Financing Agreement(s) with the European Investment Bank, as well as to complete all formalities and sign all documents necessary for the entry into force of the aforementioned financing agreements (in the form to be approved by the SNN Board of Directors following the GMS to approve the financing), as well as: (A) any addenda to the aforementioned Financing Agreement(s); and (B) any other documents, agreements or notices relating to the EIB Financing Agreements and any transaction, instrument or document connected with, or necessary or useful for, the performance of the EIB Financing Agreements;
e) authorizing the Chief Executive Officer and the Chief Financial Officer of SNN (or their authorized representatives) to determine, on the date of each drawdown under the credit facility, the type of interest rate (fixed or variable) and the level of interest applicable to that drawdown, in accordance with the provisions of the financing agreement and the offer submitted by the bank, the Chief Executive Officer and the Chief Financial Officer (or their authorized representatives) being authorized to sign any documents necessary for the implementation of these options; and
f) the authorizations and powers of attorney granted in accordance with this resolution shall remain valid until the date on which the Company fulfils all its obligations arising from the EIB Financing Agreements.
Item 3 – Approval of:
(i) the proposed Shareholders’ Agreement to be concluded 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 Energonuclear S.A. (EN), in the form and content set out in Annex 1 to the Note relating to this item and presented to the shareholders,
(ii) authorizing the Chief Executive Officer of SNN to arrange and implement, within the limits provided for by law, any subsequent amendments to the Shareholders’ Agreement,
(iii) authorizing the Chief Executive Officer of SNN to sign the EN Shareholders’ Agreement and any document relating to those approved in the points above”
Item 4 – Information regarding the status of fulfilling the conditions associated with the Final Investment Decision (FID) for the Doicesti SMR Project, conditions approved by Resolution No. 1/12.02.2026 of the Extraordinary General Meeting of Shareholders (EGMS) SNN No. 1/February 12, 2026, and regarding the status of actions related to updating the SMR Implementation Strategy.
Item 5 – Approval of the proposal regarding the measures necessary to continue the Project, in line with the status of fulfillment of the conditions related to the Final Investment Decision (FID), to ensure the efficient conduct of operations within the project company RoPower Nuclear in the coming period, as presented in Section 4 of the Note pertaining to this item and presented to the shareholders.
Item 6 – Approval of the authorization for the SNN representative at the RPN Extraordinary General Meeting of Shareholders to participate in the meeting and vote in favor of approving the matter mentioned in item 5.
With regard to items 4-6 on the agenda of the Extraordinary General Meeting of Shareholders of Societatea Națională Nuclearelectrica S.A., convened for 29.10.2026, at 11:00 a.m. (Romanian time) for the first convening, and for 30.10.2026, at 11:00 a.m. (Romanian time) for the second convening, SNN published a Note on (i) informing the Extraordinary General Meeting of Shareholders of Societatea Națională Nuclearelectrica S.A. (SNN) regarding the status of fulfilling the conditions associated with the Final Investment Decision (FID) for the Doicesti SMR Project, conditions approved by Resolution of the Extraordinary General Meeting of SNN Shareholders (EGMS) no. 1/12.02.2026 and regarding the status of actions related to updating the SMR Implementation Strategy, (ii) approval of SNN’s proposal regarding the measures necessary to continue the Project, in line with the status of fulfilment of the conditions related to the Final Investment Decision (FID), to ensure the efficient conduct of operations within the project company RoPower Nuclear S.A. (RPN) in the coming period and (iii) approval of the authorisation for the SNN representative at the RPN Extraordinary General Meeting of Shareholders to participate in the meeting and vote in favour of approving the matter aforementioned in item (ii).
Given the confidential nature of certain commercial information, as detailed in:
- Annex 1 – Report on the status of implementation of the FID conditions.
SNN has decided, in accordance with the applicable legislation governing shareholders’ right to access sufficient information regarding the matters submitted for approval by the General Shareholders’ Meeting, and in the spirit of transparency, good faith, and best practices, to offer shareholders the opportunity, provided they meet the identification requirements set forth in the GMS Notice—namely, the requirement to be a shareholder as of the reference date October 16, 2026—to submit a request to this effect, accompanied by the completed Confidentiality Agreement (link) and a copy of their ID, in order to gain access to the following:
- Annex 1 – Report on the status of implementation of the FID conditions
SNN will verify the shareholder quality status on October 16, 2026, based on the shareholder registry provided by the Central Depository, and will make the documents available.
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 Iancu de Hundedoara Boulevard, no. 48, district 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 “Request for providing documents EGMS 29.10.2026”.
To the extent that, following verifications conducted by SNN representatives, all legal requirements are met, a copy of the documents related to items 4-6 of the agenda of Extraordinary General Shareholder Meeting of Shareholders of Societatea Nationala Nuclearelectrica S.A., due to be held on 29.10.2026, at 11:00 (Romania time) first convening, respectively 30.10.2026, at 11:00 second convening, shall be provided for collection from SNN Registry from Iancu de Hunedoara Boulevard no. 48, district 1, Bucharest, between 08:00-16:00 for requests received both in written physical form or electronic, and also by email, with electronic SNN signature, for requests received by email.
Item 7 –Information regarding the investment decision for the project “Modification of the type of ASDV valves on U2, 2-3611-PCV317, PCV318, PCV319, PCV320 to the type of valves used to replace the ASDV valves on U1, as per PT#1645 and the associated U2-IR-36100-002”;
Item 8 –Information regarding the investment decision for the project “Replacement of the Unit 2 Power Output Transformers”.
Item 9 –Information regarding the investment decision for the project “Modification of System 79210 through the installation of an additional liquid radioactive waste decontamination subsystem”
Item 10 –Information regarding the investment decision for the project “Procurement and Installation of the Unit 2 Full-Scale Simulator”
Item 11 –Information regarding the approval by the SNN Board of Directors of the “Strategy for the Accommodation of PMT/TMO Personnel for the Unit 1 Refurbishment Project at the Cernavoda Nuclear Power Plant,” as well as regarding the approval by the SNN Board of Directors of the related investment decision, with a view to implementing the Strategy, in accordance with the results of the analysis conducted in the Strategy.
With regard to item 6 on the agenda of the Extraordinary General Meeting of Shareholders of Societatea Națională Nuclearelectrica S.A., convened for 29.10.2026, at 11:00 a.m. (Romanian time) for the first convening, and for 30.10.2026, at 11:00 a.m. (Romanian time) for the second convening, SNN published a Note on informing the Extraordinary general meeting of shareholders of Societatea Nationala Nuclearelectrica S.A. regarding the approval by the SNN Board of Directors of the: (i) “Strategy for the Accommodation of PMT/TMO Personnel for the Unit 1 Refurbishment Project at the Cernavoda Nuclear Power Plant, (ii) investment decision, in accordance with the results of the analysis conducted in the Strategy”
Given the confidential nature of certain commercial information, as detailed in:
- Annex 1 – Strategy for the Accommodation of PMT/TMO Personnel for the Unit 1 Refurbishment Project at the Cernavoda Nuclear Power Plant is contingent upon the Shareholder signing a confidentiality agreement to protect the information provided.
SNN has decided, in accordance with the applicable legislation governing shareholders’ right to access sufficient information regarding the matters submitted for approval by the General Shareholders’ Meeting, and in the spirit of transparency, good faith, and best practices, to offer shareholders the opportunity, provided they meet the identification requirements set forth in the GMS Notice—namely, the requirement to be a shareholder as of the reference date October 16, 2026—to submit a request to this effect, accompanied by the completed Confidentiality Agreement (link) and a copy of their ID, in order to gain access to the following:
- Annex 1 – Strategy for the Accommodation of PMT/TMO Personnel for the Unit 1 Refurbishment Project at the Cernavoda Nuclear Power Plant is contingent upon the Shareholder signing a confidentiality agreement to protect the information provided.
SNN will verify the shareholder quality status on October 16, 2026, based on the shareholder registry provided by the Central Depository, and will make the documents available.
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 Iancu de Hundedoara Boulevard, no. 48, district 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 “Request for providing documents EGMS 29.10.2026”.
To the extent that, following verifications conducted by SNN representatives, all legal requirements are met, a copy of the documents related to item 6 of the agenda of Extraordinary General Shareholder Meeting of Shareholders of Societatea Nationala Nuclearelectrica S.A., due to be held on 29.10.2026, at 11:00 (Romania time) first convening, respectively 30.10.2026, at 11:00 second convening, shall be provided for collection from SNN Registry from Iancu de Hunedoara Boulevard no. 48, district 1, Bucharest, between 08:00-16:00 for requests received both in written physical form or electronic, and also by email, with electronic SNN signature, for requests received by email.
Item 12 –Information regarding the investment decision for the project “Development of Additional Office Space to Properly Accommodate Cernavoda NPP Staff.”
Item 13 –Information regarding the investment decision for the project “Replacement of the main circuit breaker CB01 at Unit 1.”
Item 14 –Information regarding the investment decision for the project “Rewinding of the rotor for the main generator at Unit 1.”
Request for convening the OGMS from the majority shareholder, the Ministry of Energy
BoD decision to amend the agenda of the OGMS and EGMS
BoD decission to amend the agenda of the EGMS
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
AMENDED AGENDA – OGMS resolution draft
AMENDED AGENDA – EGMS resolution draft