{"id":45711,"date":"2025-03-18T15:39:41","date_gmt":"2025-03-18T15:39:41","guid":{"rendered":"https:\/\/nuclearelectrica.ro\/ir\/?p=45711"},"modified":"2025-04-25T15:24:15","modified_gmt":"2025-04-25T15:24:15","slug":"24-04-2025","status":"publish","type":"post","link":"https:\/\/nuclearelectrica.ro\/ir\/en\/2025\/03\/18\/24-04-2025\/","title":{"rendered":"24.04.2025"},"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 Ordinary General Meeting of Sharesholders dated 24.04.2025<\/a><\/p>

Amended Convening Notice For the Ordinary General Meeting of Sharesholders dated 24.04.2025<\/a><\/p>

Ordinary General Meeting of Shareholders<\/h1>

Item 2 – Revocation <\/strong>of members of the Board of Directors for non-attributable reasons, in order to fulfill milestone no. 121 of the National Recovery and Resilience Plan of Romania, in accordance with the provisions of art. 13.1 of the Contract of Mandate (secret vote).<\/p>

Item 3 – Revocation<\/strong> of the members of the Board of Directors for imputable causes, in accordance with the provisions of Article 13 in conjunction with the provisions of Article 10.3 of the Contract of Mandate, namely the refusal to carry out the resolutions of the GMS by not signing the addendum no. …. to the Contract of Mandate, until April 16, 2025 (secret vote).<\/p>

Item 4 – Election <\/strong>of provisional members of the Board of Directors (secret vote).<\/p>

Form of mandate contract proposed by the Ministry of Energy<\/a><\/p>

List of persons proposed for the position of member of the SNN Board of Directors<\/a><\/p>

Petre Iulian NICOLESCU – CV<\/a><\/p>

Laurentiu Nicolae CAZAN –CV<\/a><\/p>

Oleg BURLACU –CV<\/a><\/p>

Pavel Casian NITULESCU-CV<\/a><\/p>

Ionut PURICA- CV<\/a><\/p>

Item 5 – Approval <\/strong>of the duration of the term of office of the provisional members of the Board of Directors elected as per item 4, for a period of 5 months, in accordance with the provisions of GEO 109\/2011 on the corporate governance of public companies, as amended and supplemented.<\/p>

Item 6 – Establishment<\/strong> of the fixed gross monthly gross fixed compensation of the provisional members of the Board of Directors elected according to point 4, in the amount established in accordance with the Resolution of the Ordinary General Shareholders’ Meeting no. 6\/10.08.2022.<\/p>

Item 7 – Approval<\/strong> of the form of the Contract of Mandate to be concluded with the provisional members of the Board of Directors elected in accordance with item 4, in the form proposed by the Ministry of Energy.<\/p>

Item 8 – Authorization <\/strong>of the representative of the Ministry of Energy in the OGMS to sign, in the name and on behalf of the Company, the contracts of mandate of the provisional members of the Board of Directors.<\/p>

Item 9 – Approval<\/strong> of the initiation of the selection procedure for the remaining vacant positions on the Board of Directors, in accordance with the provisions of GEO 109\/2011 on the corporate governance of public enterprises, as amended and supplemented. The selection procedure will be carried out by the Ministry of Energy, in its capacity of public supervisory authority.<\/p>

Item 10 – Empowering<\/strong> the Chairman of the meeting\/member of the Board of Directors to fulfill any and all formalities required for the registration and to ensure the enforceability against third parties of the resolutions taken by the OGMS. The person so empowered may delegate to other persons his or her mandate with regard to the completion of the above formalities.<\/p>

Item 11 \u2013 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 2024 and the Independent Auditor’s Report on the Individual Financial Statements as at and for the financial year ended 31 December 2024.<\/a><\/p>

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

Item 12 \u2013 Approval of the audited Consolidated Financial Statements<\/strong> as at and for the financial year ended 31 December 2024, 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 2024.<\/a><\/p>

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

Item 13 \u2013 Approval of the Annual Report of the Board of Directors<\/strong> for the financial year ending 31 December 2024, 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>

NOTE Regarding the approval of The Annual Report of the Board of Directors for the financial year ended at 31 December 2024<\/a><\/p>

Annual Report of the Administrators for the financial year ended on December 31, 2024 in ESEF format<\/a><\/p>

Independent Limited Assurance Report on the Consolidated Sustainability Report included in Appendix 13 of the Annual Report\u00a0<\/a><\/p>

Item 14 \u2013 Approval of the Quarterly Report of the Board of Directors for Quarter IV 2024<\/strong> prepared on the basis of the provisions of Article 69 of Law no. 24\/2017 on issuers of financial instruments and market operations, republished.<\/a><\/p>

Item 15 \u2013 Approval<\/strong> of the discharge of the Directors for the financial year ended 31 December 2024.<\/a><\/p>

Item 16 \u2013 Approval<\/strong> of the proposal on the distribution of the net profit for the financial year 2024 by destination, approval of the total amount of gross dividends in the amount of 815,172,311 lei, of the amount of the gross dividend per share in the amount of 2.70243266 lei\/share, of the date of payment of the dividends, i.e. 24.06.2025, and of the terms of payment, as provided in the Note presented to the shareholders.<\/a><\/p>

Item 17 \u2013 Approval of the SNN Remuneration Report<\/strong> for the financial year 2024, 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>

Note on the approval\u00a0 of the Remuneration Report for the financial year 2024, 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>

Item 18 – Information<\/strong> on the audit work on the audit of the SNN Group-wide Consolidated Sustainability Report (ESG Report) for the financial year 2024.<\/a><\/p>

Item 19 – 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 14.02.2025 \u2013 11.03.2025.<\/a><\/p>

Item 20 – 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 14.02.2025 \u2013 11.03.2025.<\/a><\/p>

\u00a0<\/h3>

Request to complete the agenda from the majority shareholder, the Ministry of Energy<\/a><\/h3>

\u00a0<\/h1>

General powers of attorney<\/h1>

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

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

Special powers of attorney<\/h1>

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

AMENDED AGENDA – <\/strong>Special power of attorney for individual shareholders OGMS\u00a0 \u2013 click here<\/a><\/p>

SECRET VOTE<\/strong> – Special power of attorney for individual shareholders OGMS\u00a0 \u2013 click here<\/a><\/p>

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

AMENDED AGENDA – <\/strong>Special power of attorney for legal person shareholders OGMS\u00a0 \u00a0\u2013 click here<\/a><\/p>

SECRET VOTE<\/strong> – Special power of attorney for legal person shareholders OGMS\u00a0 \u00a0\u2013 click here<\/a><\/p>

Correspondence ballots<\/h1>

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

AMENDED AGENDA – <\/strong>Correspondence ballot for individual shareholders for OGMS\u00a0 \u00a0\u2013 click here<\/a><\/p>

SECRET VOTE<\/strong> – Correspondence ballot for individual shareholders for OGMS\u00a0 \u00a0\u2013 click here<\/a><\/p>

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

AMENDED AGENDA – <\/strong>Correspondence ballot for legal person shareholders for OGMS\u00a0 \u2013 click here<\/a><\/p>

SECRET VOTE<\/strong> – Correspondence ballot for legal person shareholders for OGMS\u00a0 \u2013 click here<\/a><\/p>

Resolution drafts<\/h1>

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

AMENDED AGENDA –<\/strong>OGMS resolution draft<\/a><\/p>

Resolution<\/h1>

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

OGMS Resolution<\/a> according to Current Report regarding to Erratum of OGMS Resolution 5\/24.04.2025<\/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 Ordinary General Meeting of Sharesholders dated 24.04.2025 Amended Convening Notice For the Ordinary General Meeting of Sharesholders dated 24.04.2025 Ordinary General Meeting of Shareholders Item 2 – Revocation […]<\/p>\n","protected":false},"author":5,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[1272,304,1],"tags":[],"class_list":["post-45711","post","type-post","status-publish","format-standard","hentry","category-2025-en","category-aga-related-information","category-fara-categorie"],"_links":{"self":[{"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/posts\/45711","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=45711"}],"version-history":[{"count":19,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/posts\/45711\/revisions"}],"predecessor-version":[{"id":46232,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/posts\/45711\/revisions\/46232"}],"wp:attachment":[{"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/media?parent=45711"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/categories?post=45711"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/tags?post=45711"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}