{"id":41773,"date":"2024-03-08T19:10:19","date_gmt":"2024-03-08T16:10:19","guid":{"rendered":"https:\/\/nuclearelectrica.ro\/ir\/?post_type=gms_info&p=41773"},"modified":"2024-11-17T17:12:35","modified_gmt":"2024-11-17T17:12:35","slug":"17-04-2024","status":"publish","type":"post","link":"https:\/\/nuclearelectrica.ro\/ir\/en\/2024\/03\/08\/17-04-2024\/","title":{"rendered":"17.04.2024"},"content":{"rendered":"

The amended\u00a0 convening notice of the Ordinary and Extraordinary\u00a0 General Meeting of Shareholders for 17.04.2024<\/a><\/p>\n

The convening notice of the Ordinary and Extraordinary\u00a0 General Meeting of Shareholders for 17.04.2024<\/a><\/p>\n

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<\/a><\/p>\n

Ordinary General Meeting of Shareholders<\/h1>\n

Item 2:<\/strong>Approval of the decision on the continuation of the Small Modular Reactors (SMR) project, based on the pre-feasibility study documentation (rev 1.1), prepared in accordance with the requirements of GD no. 907\/2016 on the stages and framework content of the technical-economic documentation related to the objectives of investments financed from public funds.<\/a><\/p>\n

At item 2 on the OGMS agenda, SNN published the Note regarding <\/strong>Approval of the decision on the continuation of the Small Modular Reactors (SMR) project, based on the pre-feasibility study documentation (rev 1.1), prepared in accordance with the requirements of GD no. 907\/2016 on the stages and framework content of the technical-economic documentation related to the objectives of investments financed from public funds<\/strong>.<\/strong><\/p>\n

In order to protect its legitimate commercial interests, as well as the commercial interests of the Association, given the commercial information contained in the Pre-feasibility study on the Small Modular Reactors (SMR) project aligned to the requirements listed in GD no. 907\/2016 on the stages of elaboration and the framework content of the technical-economic documents related to the investment objectives\/projects funded from public funds, Appendix 3<\/strong>, with the exception of the information regarding the value of estimated CAPEX investment costs from Table 3.6-1 in Chapter 3.5 of the study, respectively of the paragraphs regarding the value of input parameters (OPEX type) and the premises required to calculate the economic efficiency ratios in Chapter 3.7.4 of the study, SNN has decided, as per the information note\u00a0 related to item 2 on the\u00a0 agenda of the OGMS, under the applicable legislation, the shareholders right to have access to sufficient information on issues subject to GMS approval, in the spirit of transparency, good faith and good practice, to offer shareholders the opportunity, subject to the fulfillment of the identification requirements provided in the GMS Convening Notice and the requirement to hold the quality of shareholder on the reference date 05.04.2024, to issue a request in this respect accompanied by the Non-disclosure Agreement filled in (link<\/a>) and a copy of the ID in order to receive access to the\u00a0 Pre-feasibility study on the Small Modular Reactors (SMR) project aligned to the requirements listed in GD no. 907\/2016 on the stages of elaboration and the framework content of the technical \u2013 <\/strong>with the exception of the information regarding the value of estimated CAPEX investment costs from Table 3.6-1 in Chapter 3.5 of the study, respectively of the paragraphs regarding the value of input parameters (OPEX type) and the premises required to calculate the economic efficiency ratios in Chapter 3.7.4 of the study.<\/p>\n

The prefeasibility study was developed in compliance with the requirements of the Government Decision 907\/2016 to support the continuation of the Small Modular Reactors (SMR) project. Its analysis primarily consists of preliminary technical evaluations, which are to be followed by a feasibility study that is developed during the next phase of the project. The feasibility study with its recommendations, that economic efficiency ratios is one of, shall form the basis for the Final Investment Decision and will be presented, in the spirit of transparency, good faith and good practice, to offer shareholders the right to have access to sufficient information on issues subject to GMS approval at that moment in time.<\/p>\n

SNN will verify the shareholder quality on 05.04.2024 in the register of shareholders sent by the Central Depository and will provide a copy of the Pre-feasibility study on the Small Modular Reactors (SMR) project aligned to the requirements listed in GD no. 907\/2016 on the stages of elaboration and the framework content of the technical-economic documents related to the investment objectives\/projects funded from public funds, Appendix 3<\/strong>, <\/strong>with the exception of the information regarding the value of estimated CAPEX investment costs from Table 3.6-1 in Chapter 3.5 of the study, respectively of the paragraphs regarding the value of input parameters (OPEX type) and the premises required to calculate the economic efficiency ratios in Chapter 3.7.4 of the study.<\/p>\n

The requests, accompanied by the signed non-disclosure agreement and the ID copy will be sent to the attention of SNN\u2019s Board of Directors, either in physical format or by submitting them to SNN\u2019s Registry, Iancu de Hunedoara Boulevard, no 48, district 1, Bucharest, between 08:00 and 16:00, or by sending them online, with extended incorporated\u00a0 electronic signature according to Law no 455\/2001 to the e-mail address\u00a0aga@nuclearelectrica.ro<\/a>\u00a0with the title \u201cRequest for OGMS documents 17.04.2024\u201d.<\/strong><\/p>\n

The copy of the Pre-feasibility study on the Small Modular Reactors (SMR) project aligned to the requirements listed in GD no. 907\/2016 on the stages of elaboration and the framework content of the technical-economic documents related to the investment objectives\/projects funded from public funds, Appendix 3<\/strong>, <\/strong>with the exception of the information regarding the value of estimated CAPEX investment costs from Table 3.6-1 in Chapter 3.5 of the study, respectively of the paragraphs regarding the value of input parameters (OPEX type) and the premises required to calculate the economic efficiency ratios in Chapter 3.7.4 of the study,<\/strong> will be made available for collection from the SNN Registry from Iancu de Hunedoara Boulevard no. 48, district 1, Bucharest, between 08:00 and 16:00 for requests received in physical and by e-mail, with the SNN\u2019s incorporated electronic signature for requests received by e-mail.<\/p>\n

Extraordinary General Meeting of Shareholders<\/h1>\n

Item 2: Approval <\/strong>of the establishment of a working point at the National Company “Nuclearelectrica” S.A. in the village of R\u0103scole\u0219ti, commune Izvorul B\u00e2rzii, Calea T\u00e2rgul Jiului, km7, Mehedin\u021bi county, Administrative building, 3rd floor, room no.3.<\/p>\n

Item 3: <\/strong>Mandate <\/strong>the SNN Board of Directors to carry out all the formalities for setting up the working point, with the possibility of delegating to any other person who will be designated, in this capacity, by decision of the SNN Board of Directors.<\/p>\n

Note for items 2 and 3<\/a><\/strong><\/p>\n

Item 4:Approval <\/a><\/strong>o<\/a>f the conclusion of a direct partnership with DSPE BETA PRIVATE EQUITY FUND as an investor in the project company RoPower Nuclear S.A. on the basis of the provisions of Article 5.3 of the SNN Procedure for the establishment of mixed capital companies issued on the basis of the provisions of ME Order no.1180\/04.11.2021.<\/a><\/p>\n

Item5: Approval<\/strong> of the tripartite Shareholders\/Investors Agreement (SHA) to be concluded between SNN, NOVA POWER and GAS SRL and DSPE BETA PRIVATE EQUITY FUND for the development of the SMR Project, in Doice\u0219ti Romania, in the form negotiated between SNN and the Project Partners<\/p>\n

Item 11: Approval<\/strong> of the mandate of the representative of SNN in the General Meeting of Shareholders of RoPower Nuclear S.A., on the date(s) on which it will be convened, the meeting which will have on the agenda the items that will be detailed below, to attend and vote in favour (“for”) the following:<\/p>\n

i. Approval <\/strong>of the conclusion of the FEED Phase 2 Offshore Contract;<\/p>\n

ii. Approval<\/strong> of the conclusion of the FEED Phase 2 Onshore Contract;<\/p>\n

iii. Approval <\/strong>of the conclusion of the Technology License Agreement;<\/p>\n

iv. Approval<\/strong> of the increase of the ceiling of the loan granted by SNN under the Master Loan Agreement No.1 dated 16.08.2023 up to the amount of USD 243,000,000, and conclusion of the Supplementary Deed No.2 to the Master Loan Agreement No.1 dated 16.08.2023, with the stipulation that Ro Power Nuclear S.A. will access this loan only to the extent that the Project cannot be financed from other sources (share capital, generated by a change in RPN’s shareholding structure, or bank loans\/credits or other sources of financing) and, in any case, only until such other sources of financing are identified;<\/p>\n

v. Approval <\/strong>of the conclusion of the Additional Deed No. 2 to the Movable Mortgage Contract concluded with SNN;<\/p>\n

vi. Approval<\/strong> of the mandate of the Chairman of the Board of Directors and\/or the CEO of the company to sign, in the name and on behalf of RoPower Nuclear S.A., the contracts referred to in points i) to iii);<\/p>\n

vii. Approval<\/strong> of the mandate of the CEO of the Company to sign, in the name and on behalf of RoPower Nuclear S.A., the contracts referred to in points iv)-v);<\/p>\n

viii. Approval <\/strong>of the empowerment of the CEO of RoPower Nuclear S.A., with the possibility of sub-delegation, to carry out any act or formality required by law for the implementation of the resolutions adopted in this regard, including their registration and publication at the Trade Register Office or any other public institution.<\/p>\n

 <\/p>\n

In order to protect its legitimate commercial interests, as well as the commercial interests of the Association, given the commercial information contained in the following:<\/strong><\/p>\n

a) The tripartite Shareholders\/Investors Agreement (\u201cSHA\u201d<\/strong>) to be concluded between SNN, NOVA POWER and GAS SRL and DSPE BETA PRIVATE EQUITY FUND for the development of the SMR Project, in Doice\u0219ti Romania, in the form negotiated between SNN and the Project Partners;<\/p>\n

b) FEED Phase 2 Contracts (\u201cOffshore\u201d, respectively \u201cOnshore\u201d), <\/strong>with the exception of the information referring to the following:<\/p>\n