{"id":48720,"date":"2026-01-08T11:52:32","date_gmt":"2026-01-08T11:52:32","guid":{"rendered":"https:\/\/nuclearelectrica.ro\/ir\/?p=48720"},"modified":"2026-02-12T12:32:17","modified_gmt":"2026-02-12T12:32:17","slug":"12-02-2026-4","status":"publish","type":"post","link":"https:\/\/nuclearelectrica.ro\/ir\/en\/2026\/01\/08\/12-02-2026-4\/","title":{"rendered":"12.02.2026"},"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\u00a0 12.02.2026<\/a><\/p>

Amended Convening Notice for the Extraordinary General Meeting of Shareholders dated 12.02.2026<\/a><\/p>

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

Item 2 \u2013 Information<\/strong> on the activities carried out by Energonuclear S.A. in 2025 for the development of the Cernavoda Nuclear Power Plant Units 3 and 4 Project.<\/a><\/p>

Item 3 – Approval <\/strong>of the adoption of the Final Investment Decision (FID) in the NuScale Small Modular Reactors (SMR) Project in Doicesti (the Project), based on the Project Feasibility Study (Annex 4 to the GMS note);<\/p>

Item 4 Approval <\/strong>of the conditions whose fulfillment is the basis for the feasibility of the Project and which, consequently, represent mandatory requirements that condition the feasibility of the Project, with the mention that failure to fulfill any of these conditions will make it impossible to carry out the Project, the Project being, in the event of failure to meet any of the above conditions, unfeasible (Annexes 3 and 6 to the GMS note);<\/p>

Item 5 – Approval <\/strong>of the activities necessary for the Pre-EPC phase (Stage 3 of the Project), as set out in Annex 8 to the GMS note;<\/p>

Item 6 – Approval <\/strong>of the amendment to the scope of the master loan agreement no. 1 dated 16.08.2023, concluded between SNN (as creditor\/lender) and RPN (as borrower), provided that it falls within the limits of the credit line thus granted, in order to extend the scope of this credit and to finance the activities necessary for the pre-EPC phase and, consequently, approval by SNN of an addendum to the framework loan agreement no. 1\/16.08.2023, confirming this extension of the scope of financing, with the provision that, in future, this loan will be accessed by RPN (the borrower) only to the extent that no other sources are accessed to finance the NuScale SMR Project in Doicesti (share capital, generated by changing the shareholding structure of RPN, or bank loans\/credits or other sources of financing);<\/p>

Item 7 – Approval <\/strong>of the amendment to the scope of the Movable Mortgage Agreement no. RUEC 031 dated 16.08.2023, concluded by SNN with RPN, in the sense of extending the guarantee constituted by RPN in favor of SNN to guarantee the loan granted by SNN, mentioned in point 6 above, and on the deliverables resulting from the pre-EPC stage (Stage 3 of the Project) and, consequently, approval of the conclusion, by SNN with RPN, of an Addendum to the aforementioned Movable Mortgage Agreement, to guarantee the deliverables resulting from the pre-EPC phase (Phase 3 of the Project);<\/p>

Item 8 – Approval <\/strong>of the mandate of SNN executive management to negotiate and sign, in the name and on behalf of SNN, as lender\/creditor and, at the same time, secured creditor, the contracts mentioned in points 6 and 7 above, as well as all other related documents;<\/p>

Item 9 – Approval <\/strong>of the mandate of SNN executive management representatives to sign any additional documents to the two contracts mentioned above, in points 6 and 7 above, provided that they fall within the value limits of the credit line thus granted and in compliance with the approvals given by the shareholders through the decision they will adopt;<\/p>

Item 10 – Approval <\/strong>of the mandate of SNN representative (who will be appointed for this purpose by the SNN executive management) in the RPN General Shareholders’ Meeting, on the date(s) on which it\/they will be convened, the meeting(s) that will have the above items on the agenda, to participate and vote in favor (“for”) them;<\/p>

Note for items 3-10 on the amended agenda<\/a><\/strong><\/p>

With regard to items 3-10 on the agenda of the Extraordinary General Meeting of Shareholders of Societatea Na\u021bional\u0103 Nuclearelectrica S.A., convened for 12.02.2026, at 10:00 a.m. (Romanian time) for the first convocation, and for 13.02.2026, at 10:00 a.m. (Romanian time) for the second convocation, SNN published a note regarding the submission for approval by the Extraordinary General Meeting of Shareholders of SNN of (i) the adoption of the Final Investment Decision (FID) in the NuScale Small Modular Reactors Project (SMR) NuScale Project in Doicesti, based on the Project Feasibility Study, as well as certain conditions whose fulfillment is fundamental to the feasibility of the Project and which, consequently, represent mandatory requirements that condition the feasibility of the Project, (ii) carrying out the activities necessary to commence the Pre-EPC phase of the Project (Stage 3 of the Project), (iii) certain measures necessary for the continued financing of the Project from the credit line offered to the project company RoPower Nuclear S.A. (RPN) by SNN, including with regard to the related guarantees in favor of SNN, and (iv) the mandate of the SNN representative in the (Extraordinary) General Meeting of Shareholders of RoPower Nuclear S.A. (“RPN”) to vote on the aforementioned points (i)-(iii)<\/p>

Given the confidential nature of certain commercial information, as detailed in:<\/p>

a) Annex 1 <\/strong>\u2013 Expalanatory RPN note no. 3\/16.01.2026<\/p>

b) Annex 2<\/strong> \u2013 Executive Summary of the feasibility study documentation<\/p>

c) Annex 3<\/strong> \u2013 List of conditions at RoPower level<\/p>

d) Annex 4<\/strong> \u2013 Feasibility study<\/p>

e) Annex 5<\/strong> \u2013 RPN report regarding natural gas situation<\/p>

f) Annex 6<\/strong> \u2013 List of conditions at SNN level<\/p>

g) Annex 7<\/strong> \u2013 Status of the loan granted by SNN to RPN as of 31.12.2025<\/p>

h) Annex 8<\/strong> \u2013 RoPower activities required to commence the pre-EPC phase<\/p>

In order to protect the legitimate interests of SNN SNN has decided, under the applicable legislation on the right of shareholders to have access to sufficient information about the issues subject to the approval of the GMS, in the spirit of transparency, good faith and good practices, to offer the possibility to shareholders, upon meeting the identification requirements set out in the GMS Convener, namely the requirement to hold the quality of shareholder on the reference date 30.01.2026<\/strong>, to issue a request in this regard accompanied by the completed Confidentiality Agreement\u00a0(link)\u00a0<\/a><\/strong>and a copy of the ID in order to receive access to the following:<\/p>

a) Annex 1 <\/strong>\u2013 Expalanatory RPN note no. 3\/16.01.2026<\/p>

b) Annex 2<\/strong> \u2013 Executive Summary of the feasibility study documentation<\/p>

c) Annex 3<\/strong> \u2013 List of conditions at RoPower level<\/p>

d) Annex 4<\/strong> \u2013 Feasibility study<\/p>

e) Annex 5<\/strong> \u2013 RPN report regarding natural gas situation<\/p>

f) Annex 6<\/strong> \u2013 List of conditions at SNN level<\/p>

g) Annex 7<\/strong> \u2013 Status of the loan granted by SNN to RPN as of 31.12.2025<\/p>

h) Annex 8<\/strong> \u2013 RoPower activities required to commence the pre-EPC phase<\/p>

SNN will verify the shareholder quality on 30.01.2026 in the register of shareholders sent by the Central Depository and will provide a copy of the documents.<\/p>

Requests, alongside the non-disclosure agreement signed and the aforementioned documents, shall be transmitted to SNN Board of Directors, either in written physical form by deposition to SNN Registry, from Bulevardul Iancu de Hundedoara, no. 48, sector 1, Bucharest, between 08:00-16:00, or online, with electronic signature according to Law no. 455\/2001 at aga@nuclearelectrica.ro<\/a> with the title \u201cRequest for providing documents EGMS 12.02.2026\u201d.<\/p>

To the extent that, following verifications conducted by SNN representatives, all legal requirements are met, a copy of the documents related to pct. 3-10 <\/strong>of the agenda of Extraordinary General Shareholder Meeting of Shareholders of Societatea Nationala Nuclearelectrica S.A., due to be held on 12.02.2026, at 10:00 (Romania time) first convocation, respectively 13.02.2026, at 10:00 second convocation, shall be provided for collection from SNN Registry from Bulevardul Iancu de Hunedoara no. 48, sector 1, Bucharest, between 08:00-16:00 for requests received both in written physical form or electronic, and also by email, with electronic SNN signature, for requests received by email.<\/p>

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

\u00a0<\/h3>

General powers of attorney<\/strong><\/h3>

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

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

\u00a0<\/h3>

Special powers of attorney<\/strong><\/h3>

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

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

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

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

\u00a0<\/h3>

Correspondence ballots<\/strong><\/h3>

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

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

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

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

\u00a0<\/h3>

Resolution drafts<\/strong><\/h3>

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

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

\u00a0<\/p>

Resolution<\/strong><\/h3>

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\u00a0 12.02.2026 Amended Convening Notice for the Extraordinary General Meeting of Shareholders dated 12.02.2026 Extraordinary General Meeting of Shareholders Item 2 \u2013 Information […]<\/p>\n","protected":false},"author":5,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[1297,304],"tags":[],"class_list":["post-48720","post","type-post","status-publish","format-standard","hentry","category-2026-en-en","category-aga-related-information"],"_links":{"self":[{"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/posts\/48720","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=48720"}],"version-history":[{"count":28,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/posts\/48720\/revisions"}],"predecessor-version":[{"id":49106,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/posts\/48720\/revisions\/49106"}],"wp:attachment":[{"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/media?parent=48720"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/categories?post=48720"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/nuclearelectrica.ro\/ir\/wp-json\/wp\/v2\/tags?post=48720"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}