{"id":44176,"date":"2024-11-13T19:13:14","date_gmt":"2024-11-13T16:13:14","guid":{"rendered":"https:\/\/nuclearelectrica.ro\/ir\/?post_type=gms_info&p=43660"},"modified":"2025-02-12T11:38:21","modified_gmt":"2025-02-12T11:38:21","slug":"19-12-2024","status":"publish","type":"post","link":"https:\/\/nuclearelectrica.ro\/ir\/en\/2024\/11\/13\/19-12-2024\/","title":{"rendered":"19.12.2024"},"content":{"rendered":"\t\t
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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>

Convening Notice For the Extraordinary General Meeting of Sharesholders dated 19.12.2024<\/a><\/p>

Extraordinary General Meeting of Shareholders<\/h1>

Item 2 \u2013 Approval of the beginning<\/strong>, by Ropower Nuclear S.A. (RPN), of the negotiations with US EXIM in order to contract, from this bank, a credit facility in the amount of approximately 98 million USD, necessary for the financing of the FEED 2 phase contracts entered into by Ropower Nuclear S.A., based on the Commitment Letter (\u201eCommitment Letter\u201d) issued by US Exim on October 15, 2024, including the main commercial terms of the envisaged transaction (\u201eTerm Sheet\u201d).<\/p>

Item 3 \u2013 The approval of the granting<\/strong>, by SNN (as guarantor), in favor of US Exim (the lender), to RPN (as guaranteed), of guarantees for the purpose of guaranteeing, in principle, the US Exim credit facility to be contracted by RPN as mentioned above, in the preceding paragraph, subject to the terms of the Shareholders\u2019 Presentation Note for this AGEA no. 13520 dated 13.11.2024, respectively on the basis of the Commitment Letter (\u201eCommitment Letter\u201d) issued by US Exim on October 15, 2024, including the main commercial terms of the contemplated transaction (\u201eTerm Sheet\u201d).<\/p>

Item 4 \u2013 Approval of the mandate of\u00a0<\/strong>the executive management of SNN to negotiate, in the name and on behalf of SNN, both with RPN and with US Exim, in concrete terms and conditions of the guarantee to be granted by SNN, as mentioned in the presentation note to the shareholders for the present AGEA no. 13520 dated 13.11.2024, the final form of the loan facility agreement with US Exim, as well as the guarantee agreement between RPN and SNN will be submitted, upon completion of the negotiations, for approval by the SNN AGEA<\/p>

Item 5 \u2013 Approval of<\/strong>\u00a0the SNN representative\u2019s mandate in the RPN AGEA to vote \u2013 with \u201dfor\u201d\/\u201din favor\u201d \u2013 in the name and on behalf of the SNN shareholder, on:<\/p>

i. the approval of the beginning, by RPN, of negotiations with US EXIM with a view to contracting, from this bank, a credit facility in the amount of approximately USD 98 million, required to finance the FEED 2 phase contracts, under the conditions detailed in the Note to the shareholders for this AGEA No. 13520 dated 13.11.2024.<\/p>

ii. the approval of the contracting, by RPN, of a guarantee on behalf of SNN, related to the US Exim credit facility mentioned above, under the conditions detailed in the Note to Shareholders for this AGEA No. 13520 of November 13, 2024.<\/p>

iii. Approval of the mandate of the Board of Directors of RPN, with the possibility of sub-delegation, to negotiate, in the name and on behalf of RPN, the documents and any other deeds related to the above-mentioned transactions, the final form of the credit facility agreement to be signed with US Exim and the guarantee agreement to be signed by RPN with SNN to be submitted to the approval of the shareholders of RPN and SNN, upon the finalization of the negotiations<\/p>

iv. the approval of the empowerment of the General Manager of RPN or his legal substitute, with the possibility of sub-delegation, for the fulfillment of any act or formality required by law for the fulfillment of the resolution adopted in this respect, including with regard to their registration and publication at the Trade Register Office or any other public institution<\/p>

Note for items 2, 3, 4, and 5\u00a0<\/a><\/strong><\/p>

At\u00a0items\u00a02 \u2013 5\u00a0from the agenda of the\u00a0Extraordinary General Meeting\u00a0of Shareholders of\u00a0Societatea Nationale Nuclearelectrica S.A., due to be held on\u00a019.12.2024, at 10:00 (Romania time), SNN published the note\u00a0on the approval, by the Extraordinary General Meeting of Shareholders (\u201cEGMS\u201d) of S.N. Nuclearelectrica S.A. (\u201cSNN\u201d), of (i) the commencement by RoPower Nuclear S.A. (RPN) of the negotiations with US EXIM for the taking out from this Bank of a credit facility of approximately USD 98 million, which is needed to finance the RPN-executed contracts pertaining to the FEED 2 Stage , based on the Commitment Letter issued by US Exim on 15 October 2024, containing including the Term Sheet; (ii) the granting by SNN (as Guarantor) in favour of US Exim (as Creditor), for RPN (as Obligor), of guarantees with the aim of securing in principle the US Exim credit facility to be taken out by RPN as per the above, and (iii) the authorization of the SNN representative in the Extraordinary General Meeting of the RPN Shareholders to vote, for and on behalf of the shareholder SNN, on the approval of the commencement by RPN, of the negotiations with US EXIM for the taking out from this Bank of a credit facility of approximately USD 98 million, which is needed to finance the RPN-executed contracts pertaining to the FEED 2 Stage, as well as to vote on the taking out by RPN of a guarantee from SNN, in relation to the abovementioned US Exim credit facility.<\/p>

In order to protect its legitimate commercial interests, as well as the commercial interests of the Association, given the commercial information contained in the\u00a0following:<\/p>

a) Annex 1<\/strong>\u00a0of EGMS Note no. 13520\/13.11.2024 presented to the shareholders as part of the present\u00a0EGMS<\/strong>, being the\u00a0US Exim Commitment Letter<\/strong><\/p>

SNN has decided, as per the note related to items 2 \u2013 5 on the agenda of the Extraordinary General Meeting of Shareholders of S.N. Nuclearelectrica S.A., 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 06.12.2024, to issue a request in this respect accompanied by the Non-disclosure Agreement filled in\u00a0(link)<\/a><\/strong>\u00a0and a copy of the ID in order to receive access to the following:<\/p>

a) Annex 1<\/strong>\u00a0of EGMS Note no. 13520\/13.11.2024 presented to the shareholders as part of the present\u00a0EGMS<\/strong>, being the\u00a0US Exim Commitment Letter<\/strong><\/p>

It is worth mentioning that, with regards to the continuation of the SMR Project, it is intended to access potential credit facilities, focusing on more alternatives, of which, the most advanced at this moment is the process with US Exim.<\/p>

SNN will verify the shareholder quality on 06.12.2024 in the register of shareholders sent by the Central Depository and will provide a copy of the following:<\/p>

a) Annex 1<\/strong>\u00a0of EGMS Note no. 13520\/13.11.2024 presented to the shareholders as part of the present\u00a0EGMS<\/strong>, being the\u00a0US Exim Commitment Letter<\/strong><\/p>

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 19.12.2024\u201d.<\/p>

The copy of the\u00a0documentation comprised within paragraph a) presented above\u00a0will 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>

Item 6 \u2013 Approval of\u00a0<\/strong>some amendments to the Financing Agreement in the amount of EUR 145 million with the European Investment Bank for the financing of the \u201eProject for the Tritium Removal Facility Cernavoda NPP\u201d and approval of the rescission of the above mentioned Financing Agreement, in the amended form, according to the internal procedures of the European Investment Bank, in the conditions of the Note presented to the shareholders during the Extraordinary General Meeting of Shareholders No. 13464 of 12.11.2024.<\/p>

Item 7 \u2013 Approval of\u00a0<\/strong>authorization of the General Director of SNN and the Chief Financial Officer of SNN to resign, in the name and on behalf of SNN, the EUR 145 million financing contract with the European Investment Bank for the financing of the \u201eProject for the Tritium Removal Facility Cernavoda NPP\u201d, with the amendments and under the conditions detailed in the Note presented to the shareholders at the Extraordinary General Meeting of Shareholders no. 13464 dated 12.11.2024 and for the fulfillment of all the formalities and the signing of all the necessary documents in order to enter into force the above mentioned Financing Contract.<\/p>

Note for items 6 and 7<\/strong><\/a><\/p>

General powers of attorney<\/h1>

General power of attorney for individual shareholders EGMS \u2013 click\u00a0here<\/a><\/p>

General power of attorney for legal person shareholders EGMS \u2013 click\u00a0here<\/a><\/p>

Special powers of attorney<\/h1>

Special power of attorney for the individual shareholder for EGMS\u00a0 \u2013 click\u00a0here<\/a><\/p>

Special power of attorney for the legal person shareholder for EGMS \u2013 click\u00a0here<\/a><\/p>

Correspondence ballots<\/h1>

Correspondence ballot for individual shareholders for EGMS\u00a0 \u2013 click\u00a0here<\/a><\/p>

Correspondence ballot for legal person shareholders for EGMS\u00a0 \u2013 click\u00a0here<\/a><\/p>

Resolution drafts<\/h1>

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

Resolution<\/h1>

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

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 Extraordinary General Meeting of Sharesholders dated 19.12.2024 Extraordinary General Meeting of Shareholders Item 2 \u2013 Approval of the beginning, by Ropower Nuclear S.A. (RPN), of the negotiations with […]<\/p>\n","protected":false},"author":2,"featured_media":906,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[336,304],"tags":[],"class_list":["post-44176","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\/44176","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\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/comments?post=44176"}],"version-history":[{"count":4,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/posts\/44176\/revisions"}],"predecessor-version":[{"id":44993,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/posts\/44176\/revisions\/44993"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/"}],"wp:attachment":[{"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/media?parent=44176"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/categories?post=44176"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/tags?post=44176"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}