{"id":41894,"date":"2024-03-20T20:27:10","date_gmt":"2024-03-20T17:27:10","guid":{"rendered":"https:\/\/nuclearelectrica.ro\/ir\/?post_type=gms_info&p=41894"},"modified":"2024-11-17T17:12:35","modified_gmt":"2024-11-17T17:12:35","slug":"25-04-2024","status":"publish","type":"post","link":"https:\/\/nuclearelectrica.ro\/ir\/en\/2024\/03\/20\/25-04-2024\/","title":{"rendered":"25.04.2024"},"content":{"rendered":"

The amended convening notice of the Ordinary and Extraordinary\u00a0 General Meeting of Shareholders for 25.04.2024<\/a><\/p>\n

The convening notice of the Ordinary and Extraordinary\u00a0 General Meeting of Shareholders for 25.04.2024<\/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 audited Individual Financial Statements<\/strong> as at and for the financial year ended 31 December 2023, 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 2023 and the Independent Auditor’s Report on the Individual Financial Statements as at and for the financial year ended 31 December 2023.<\/a><\/p>\n

Auditor report\u00a0<\/a><\/p>\n

Item 3 –<\/strong>Approval of the audited Consolidated Financial Statements<\/strong> as at and for the financial year ended 31 December 2023, 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 2023 and the Independent Auditor’s Report on the Consolidated Financial Statements as at and for the financial year ended 31 December 2023.<\/a><\/p>\n

Auditor report\u00a0<\/a><\/p>\n

Item 4 –<\/strong>Approval of the Annual Report of the Board of Directors<\/strong> for the financial year ending 31 December 2023, 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.<\/a><\/p>\n

NOTE Regarding the approval of The Annual Report of the Board of Directors for the financial year ended at 31 December 2023<\/a><\/p>\n

Annual Report of the Administrators for the financial year ended on December 31, 2023 in ESEF format<\/a><\/p>\n

Item 5 –<\/strong>Approval of the Quarterly Report of the Board of Directors<\/strong> for Quarter IV 2023.<\/a><\/p>\n

Item 6 –<\/strong>Approval<\/strong> of the discharge of the Directors for the financial year ended 31 December 2023.<\/a><\/p>\n

Item 7 –<\/strong>Approval<\/strong> of the proposal on the distribution of the net profit for the financial year 2023 by destination, approval of the total amount of gross dividends in the amount of 1,120,911,882 lei, of the amount of the gross dividend per share in the amount of 71601052 lei\/share, of the date of payment of the dividends, i.e. 21.06.2024, and of the terms of payment, as provided in the Note presented to the shareholders.<\/a><\/p>\n

Item 8 –<\/strong>Approval<\/strong> of the SNN Remuneration Report for the financial year 2023, in accordance with the provisions of art. 107, para. (6) of Law no. 24\/2017 on issuers of financial instruments and market operations, republished.<\/a><\/p>\n

Note on the approval\u00a0 of the Remuneration Report for the financial year 2023, in accordance with the provisions of Article 107(6) of Law no. 24\/2017 on issuers of financial instruments and market operations, republished<\/a><\/p>\n

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

Item 2 –Approval <\/a><\/strong>of the Investment Decision on the conclusion of the framework agreement for “Project management services, technical assistance, consultancy and staff training, necessary for the preparation and implementation of the Unit 1 Refurbishment Project at the Cernavoda NPP” with a maximum value of 358,919,984.22 CAD (equivalent to 243,616,360.70 Euro), between SNN, as Purchaser and Canadian Nuclear Partners S.A., as Provider.<\/a><\/p>\n

Appendix no. 1 – Progress Report on the Refurbishment Project of Cernavod\u0103 Unit 1<\/a><\/p>\n

At item 2 on the amended EGMS agenda, SNN published the NOTE<\/strong> on the approval by the Extraordinary General Meeting of Shareholders, of <\/strong>the investment decision regarding the conclusion of the framework agreement having as object <\/strong>\u201cProject management, technical assistance,<\/strong> staff consultancy and <\/strong>training services, necessary for the preparation and<\/strong> implementation of the Refurbishment Project of Unit 1 from Cernavod\u0103 NPP\u201d, between SNN, as Purchaser and Canadian Nuclear Partners S.A., as Provider<\/strong>.<\/strong><\/p>\n

In order to protect its legitimate commercial interests, given the commercial information contained in the framework agreement having as object \u201cProject management, technical <\/strong>assistance, staff consultancy and training services, necessary for the preparation and implementation of the Refurbishment Project of Unit 1 from Cernavod\u0103 NPP\u201d, <\/strong>with the maximum amount of CAD 358,919,984.22 (the equivalent of EUR 243,616,360.70), without VAT, between SNN, as Purchaser and Canadian Nuclear Partners S.A. (CNPSA), as Provider<\/strong>, ,<\/strong> \u00a0SNN has decided, as per the information note\u00a0 related to item 2 on the amended agenda of the EGMS, 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 12.04.2024, to issue a request in this respect accompanied by the Non-disclosure Agreement filled in (link<\/a>)<\/strong> and a copy of the ID in order to receive access to the framework agreement having as object \u201cProject management, technical <\/strong>assistance, staff consultancy and training services, necessary for the preparation and implementation of the Refurbishment Project of Unit 1 from Cernavod\u0103 NPP\u201d, <\/strong>with the maximum amount of CAD 358,919,984.22 (the equivalent of EUR 243,616,360.70), without VAT, between SNN, as Purchaser and Canadian Nuclear Partners S.A. (CNPSA), as Provider, except for the information in Annex No. 1 – (Centralised Quantities and Hourly Rates) and Annex No. 3 – (Final Technical Proposal dated 31 January 2024 and Final Financial Proposal dated 31 January 2024)<\/strong>.<\/p>\n

SNN will verify the shareholder quality on 12.04.2024 in the register of shareholders sent by the Central Depository and will provide a copy of the the framework agreement having as object \u201cProject management, technical assistance<\/strong>, staff consultancy and<\/strong> training services, necessary for the preparation and<\/strong> implementation of the Refurbishment Project of Unit 1 from Cernavod\u0103 NPP\u201d, <\/strong>with the maximum amount of CAD 358,919,984.22 (the equivalent of EUR 243,616,360.70), without VAT, between SNN, as Purchaser and Canadian Nuclear Partners S.A. (CNPSA), as Provider<\/strong>, except for the information in Annex No. 1 – (Centralised Quantities and Hourly Rates) and Annex No. 3 – (Final Technical Proposal dated 31 January 2024 and Final Financial Proposal dated 31 January 2024).<\/strong><\/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 EGMS documents 25.04.2024\u201d.<\/strong><\/p>\n

The copy of the the framework agreement having as object \u201cProject management, technical assistance, staff consultancy and training services, necessary for the preparation and implementation of the Refurbishment Project of Unit 1 from Cernavod\u0103 NPP\u201d, <\/strong>with the maximum amount of CAD 358,919,984.22 (the equivalent of EUR 243,616,360.70), without VAT, between SNN, as Purchaser and Canadian Nuclear Partners S.A. (CNPSA), as Provider,<\/strong> except for the information in Annex No. 1 – (Centralised Quantities and Hourly Rates) and Annex No. 3 – (Final Technical Proposal dated 31 January 2024 and Final Financial Proposal dated 31 January 2024),<\/strong>\u00a0 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

Item 3 –<\/strong>Information<\/strong> 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 10.01.2024-05.03.2024.<\/a><\/p>\n

Item 4 –<\/strong>Information<\/strong> 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 10.01.2024-05.03.2024.<\/a><\/p>\n

 <\/p>\n

Request to amend the agenda of the EGMS from the majority shareholder, the Ministry of Energy<\/a><\/strong><\/p>\n

General powers of attorney<\/h1>\n

General power of attorney for individual shareholders OGMS \u2013 click here<\/a><\/p>\n

General power of attorney for legal person shareholders OGMS \u2013 click here<\/a><\/p>\n

General power of attorney for individual shareholders EGMS \u2013 click here<\/a><\/p>\n

General power of attorney for legal person shareholders EGMS \u2013 click here<\/a><\/p>\n

 <\/p>\n

Special powers of attorney<\/h1>\n

Special power of attorney for individual shareholders OGMS\u00a0 \u2013 click here<\/a><\/p>\n

Special power of attorney for legal person shareholders OGMS\u00a0 \u00a0\u2013 click here<\/a><\/p>\n

Special power of attorney for the individual shareholder for EGMS\u00a0 \u2013 click here<\/a><\/p>\n

AMENDED AGENDA Special power of attorney for the individual shareholder for EGMS\u00a0 \u2013 click here<\/a><\/p>\n

Special power of attorney for the legal person shareholder for EGMS \u2013 click here<\/a><\/p>\n

AMENDED AGENDA Special power of attorney for the legal person shareholder for EGMS \u2013 click here<\/a><\/p>\n

Correspondence ballots<\/h1>\n

Correspondence ballot for individual shareholders for OGMS\u00a0 \u00a0\u2013 click here<\/a><\/p>\n

Correspondence ballot for legal person shareholders for OGMS\u00a0 \u2013 click here<\/a><\/p>\n

Correspondence ballot for individual shareholders for EGMS\u00a0 \u2013 click here<\/a><\/p>\n

AMENDED AGENDA Correspondence ballot for individual shareholders for EGMS\u00a0 \u2013 click here<\/a><\/p>\n

Correspondence ballot for legal person shareholders for EGMS\u00a0 \u2013 click here<\/a><\/p>\n

AMENDED AGENDA Correspondence ballot for legal person shareholders for EGMS\u00a0 \u2013 click here<\/a><\/p>\n

 <\/p>\n

Resolution drafts<\/h1>\n

OGMS resolution draft<\/a><\/p>\n

AMENDED AGENDA OGMS resolution draft<\/a><\/p>\n

EGMS resolution draft<\/a><\/p>\n

AMENDED AGENDA EGMS resolution draft<\/a><\/p>\n

Resolutions<\/h1>\n

OGMS Resolution<\/a><\/p>\n

EGMS Resolution<\/a><\/p>\n","protected":false},"excerpt":{"rendered":"

The amended convening notice of the Ordinary and Extraordinary\u00a0 General Meeting of Shareholders for 25.04.2024 The convening notice of the Ordinary and Extraordinary\u00a0 General Meeting of Shareholders for 25.04.2024 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 Ordinary General Meeting […]<\/p>\n","protected":false},"author":5,"featured_media":907,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[336,304],"tags":[],"class_list":["post-41894","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-2024-en","category-aga-related-information"],"_links":{"self":[{"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/posts\/41894","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/users\/5"}],"replies":[{"embeddable":true,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/comments?post=41894"}],"version-history":[{"count":1,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/posts\/41894\/revisions"}],"predecessor-version":[{"id":44181,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/posts\/41894\/revisions\/44181"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/"}],"wp:attachment":[{"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/media?parent=41894"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/categories?post=41894"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/tags?post=41894"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}