{"id":48041,"date":"2025-11-12T16:15:54","date_gmt":"2025-11-12T16:15:54","guid":{"rendered":"https:\/\/nuclearelectrica.ro\/ir\/?p=48041"},"modified":"2025-12-18T16:06:53","modified_gmt":"2025-12-18T16:06:53","slug":"18-12-2025-2","status":"publish","type":"post","link":"https:\/\/nuclearelectrica.ro\/ir\/en\/2025\/11\/12\/18-12-2025-2\/","title":{"rendered":"18.12.2025 OGMS from 10:00 and EGMS from 11:00"},"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 and Extraordinary General Meeting of Sharesholders dated 18.12.2025<\/a><\/p>

Ordinary General Meeting of Shareholders<\/strong><\/h2>

Item 2 – Information<\/strong> regarding the approval by the SNN Board of Directors of the investment decision in the project “Purchase and installation of a simulator with virtual panels.”<\/a><\/p>

Annex 1: CTES Opinion No. 15\/02.10.2025;<\/a><\/p>

Annex 2: Project schedule, revision 1;<\/a><\/p>

Annex 3: Preliminary cost estimate sheet<\/a><\/p>

Item 3 – 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 21.10.2025-05.11.2025\u00a0<\/a><\/p>

Item 4 – 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 21.10.2025-05.11.2025.<\/a><\/p>

Extraordinary General Meeting of Shareholders<\/strong><\/h2>

Item 2 – Approval<\/strong> of the conclusion of a direct partnership with DSPE BETA PRIVATE EQUITY FUND (DSPE) as an investor in the project company RoPower Nuclear S.A. (RPN), based on the provisions of Article 5.3 of the SNN Procedure on the establishment of joint ventures, issued based on the provisions of ME Order No. 1180\/4.11.2021;<\/p>

Item 3 – Approval of the <\/strong>Shareholders’ Agreement to be concluded between SNN, NOVA POWER & GAS S.R.L (NPG) and DSPE BETA PRIVATE EQUITY FUND (DSPE\/PEF) for the development of the SMR Project in Doicesti, Romania, in the form negotiated between SNN and the aforementioned Project partners and attached to Note.<\/p>

Item 4 – Mandating<\/strong> the executive management of SNN to sign, on behalf of and for SNN, the Shareholders’ Agreement to be concluded between SNN, NPG, and DSPE\/PEF for the development of the SMR Project in Doicesti, Romania, mentioned in point 3) above;<\/p>

Item 5 – Mandating<\/strong> the executive management of SNN to finalize and sign all documents provided for in the Shareholders’ Agreement and to complete the transaction, under the terms of the Shareholders’ Agreement;<\/p>

Item 6 – Mandating<\/strong> the representative of SNN, the Director of the Development and Shareholding Management Department, or his legal substitutes, in the General Meeting of Shareholders of RPN to cast a favorable vote, on behalf of and for the account of the shareholder SNN, regarding the approval of the Shareholders’ Agreement to be concluded between SNN, NPG and DSPE\/PEF for the development of the SMR Project in Doicesti, Romania, mentioned in point 3) above, the approval of the change in the shareholding structure of RPN as a result of the approval of this Agreement, the approval of the increase in the share capital of RPN under the terms of the Note and the aforementioned Agreement, the approval of the revised Articles of Incorporation of RPN (based on the Articles of Incorporation mentioned in point 3 above), as well as the authorization of the aforementioned SNN representative to sign this document and to fulfill any other formalities required for the completion and finalization of the transaction;<\/p>

Item 7 – Mandating<\/strong> the SNN Board of Directors to adopt any necessary decisions at the level of SNN and\/or the RPN General Meeting of Shareholders (for which the SNN Board of Directors is empowered to approve the voting mandates of the SNN representative in the RPN General Meeting of Shareholders, if applicable), for the implementation of the Shareholders’ Agreement referred to in point 3) above and for which, through the Note, no special and express delegations of authority have already been granted;<\/p>

Item 8 – Mandating<\/strong> the General Manager of SNN to sign, on behalf of and for SNN, the voting mandate(s) of the SNN representative in the RPN GMS in relation to the implementation of all aspects covered by this Note, in compliance with points 6) and 7) above.<\/p>

Note for items 2-8<\/a><\/strong><\/p>

At items 2-8 <\/strong>from the agenda of the Extraordinary General Shareholders Meeting<\/strong> of Societatea Nationala Nuclearelectrica S.A.<\/strong>, due to be held on 18.12.2025<\/strong>, at 11:00 AM (Romania time) first convocation, respectively on 19.12.2025, at 11:00 AM second convocation, SNN published the following:<\/p>

Item 2 – Approval<\/strong> of the conclusion of a direct partnership with DSPE BETA PRIVATE EQUITY FUND (DSPE) as an investor in the project company RoPower Nuclear S.A. (RPN), based on the provisions of Article 5.3 of the SNN Procedure on the establishment of joint ventures, issued based on the provisions of ME Order No. 1180\/4.11.2021;<\/p>

Item 3 – Approval of the <\/strong>Shareholders’ Agreement to be concluded between SNN, NOVA POWER & GAS S.R.L (NPG) and DSPE BETA PRIVATE EQUITY FUND (DSPE\/PEF) for the development of the SMR Project in Doicesti, Romania, in the form negotiated between SNN and the aforementioned Project partners and attached to Note.<\/p>

Item 4 – Mandating<\/strong> the executive management of SNN to sign, on behalf of and for SNN, the Shareholders’ Agreement to be concluded between SNN, NPG, and DSPE\/PEF for the development of the SMR Project in Doicesti, Romania, mentioned in point 3) above;<\/p>

Item 5 – Mandating<\/strong> the executive management of SNN to finalize and sign all documents provided for in the Shareholders’ Agreement and to complete the transaction, under the terms of the Shareholders’ Agreement;<\/p>

Item 6 – Mandating<\/strong> the representative of SNN, the Director of the Development and Shareholding Management Department, or his legal substitutes, in the General Meeting of Shareholders of RPN to cast a favorable vote, on behalf of and for the account of the shareholder SNN, regarding the approval of the Shareholders’ Agreement to be concluded between SNN, NPG and DSPE\/PEF for the development of the SMR Project in Doicesti, Romania, mentioned in point 3) above, the approval of the change in the shareholding structure of RPN as a result of the approval of this Agreement, the approval of the increase in the share capital of RPN under the terms of the Note and the aforementioned Agreement, the approval of the revised Articles of Incorporation of RPN (based on the Articles of Incorporation mentioned in point 3 above), as well as the authorization of the aforementioned SNN representative to sign this document and to fulfill any other formalities required for the completion and finalization of the transaction;<\/p>

Item 7 – Mandating<\/strong> the SNN Board of Directors to adopt any necessary decisions at the level of SNN and\/or the RPN General Meeting of Shareholders (for which the SNN Board of Directors is empowered to approve the voting mandates of the SNN representative in the RPN General Meeting of Shareholders, if applicable), for the implementation of the Shareholders’ Agreement referred to in point 3) above and for which, through the Note, no special and express delegations of authority have already been granted;<\/p>

Item 8 – Mandating<\/strong> the General Manager of SNN to sign, on behalf of and for SNN, the voting mandate(s) of the SNN representative in the RPN GMS in relation to the implementation of all aspects covered by this Note, in compliance with points 6) and 7) above.<\/p>

Due to the confidential nature of certain commercial information, presented in detailed:<\/p>