S.N. NUCLEARELECTRICA S.A. - SNN

Completion of GSM 29 July 2019 agenda request

Published: 7/11/2019 6:31:13 PM

IRIS Code: 243C2


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Current report according to: 234 paragraph (1) letter b) of the ASF Regulation no. 5/2018 on issuers of and operations with securities

Report date: 11.07.2019

Name of the issuing entity: Societatea Nationala NUCLEARELECTRICA S.A.

Registered office: 65 Polona St., district 1, Bucharest

Telephone/Fax Number: 021-203.82.00 / 021 – 316.94.00

Sole Registration Code with the Trade Register Office: 10874881

Order number: J40/7403/1998

Subscribed and paid-up share capital: RON 3,015,138,510

Regulated market on which the issued securities are traded: Bucharest Stock Exchange

 

To:                  Bucharest Stock Exchange

                        Financial Supervisory Authority (ASF)

 

Significant event to report: Request received from the majority shareholder, the Ministry of Energy, to supplement the agenda of the Ordinary and Extraordinary General Assembly of SNN Shareholders of 29.07.2019

 

Societatea Nationala Nuclearelectrica S.A. (“SNN”) informs the shareholders and investors on the fact that, on 11.07.2019, it received a request to supplement the agenda of the Ordinary General Assembly of Shareholders to take place on 29.07.2019/30.07.2019 from the majority shareholder, the Ministry of Energy, as follows:

The request to introduce on the agenda of the Ordinary General Assembly of Shareholders convened for 29(30).07.2019 of the following point:

Amendment of letter d. of point 3 from Annex no. 3 to the Addendum no. 1 the Mandate Contract of executive directors, Addendum approved by art. 6.1 from the Resolution of the General Assembly of Shareholders of the National Company Nuclearelectrica S.A. no. 3/10.04.2019, as follows:

“d. The annual variable component of the remuneration of the Executive Director/Chief Executive Officer is between 24-36 times the average of the monthly gross salary earnings for the activity performed according to the main scope of business registered by the company, at class level, according to the national classification of economic activities, communicated by the National Institute of Statistics prior to appointment. The value of the short-term, medium-term and long-term component is determined by applying the percentage ratios in annex 3.1, resulting the payable value of the variable component for each year of mandate according to the following algorithm:

 

-     Var. comp. for 2019 shall be paid: 80% for reaching the objectives for the year

2019     (short-term) + 10% for reaching the objectives of 2020 (medium term) + 10% for reaching the objectives of 2022 (long term, at the end of the mandate)

-     Var. comp. for 2020 shall be paid: 80% for reaching the objectives for the year

2020     (short term) + 10% for reaching the objectives of 2020 (medium term) + 10% for reaching the objectives of 2022 (long term, at the end of the mandate)

-     Var. comp. for 2021 shall be paid: 80% for reaching the objectives for the year

2021     (short term) + 10% for reaching the objectives of 2022 (medium term) + 10% for reaching the objectives of 2022 (long term, at the end of the mandate)

Var. comp. for 2022 shall be paid: 80% for reaching the objectives of 2022 (short term) + 10% for reaching the objectives of 2022 (medium term) + 10% for reaching the objectives of 2022 (long term, at the end of the mandate)

 

The short-term variable component for the period of activity under the mandate related to 2022 shall be determined according to the provisions of let. b.”

The request is made by the Ministry of Energy pursuant to art. 1171 , par. (1) of the Companies Law no. 31/1990 republished, with subsequent additions and amendments, in conjunction with the provisions of art. 92 par. (3) of Law no. 24/2017 on the issuers of financial instruments and market operations and of art. 14 of the Articles of Association of the company, registered with SNN under number 8212/11.07.2019, sent by 04:00 pm, as shareholder holding more than 5% of the Company’s share capital, on the introduction of an additional point on the agenda of the Ordinary General Assembly of Shareholders from 29/30.07.2019, namely the above-mentioned point.

 

We would like to mention that if the point introduced on the agenda of the Ordinary General Assembly of Shareholders by the majority shareholder, the Ministry of Energy, is approved, the variable remuneration of the SN Nuclearelectrica SA Executive Director will be calculated based on the monthly gross average salary for the activity performed according to the main scope of business registered by the company, at class level, according to the national classification of economic activities, communicated by the National Institute of Statistics prior to appointment, respectively for the period December 2017 – November 2018, in the gross amount of 6.179,58 lei (net value of 3.615 lei), not on the monthly gross indemnity of the SNN Executive Director (which is 6 times the monthly gross average salary for the activity performed according to the main scope of business registered by the company, at class level, according to the national classification of economic activities, communicated by the National Institute of Statistics prior to appointment), as provided at letter d) item 3 in the Annex no. 3 to the Addendum no. 1 the Mandate Contract of executive directors, approved by art. 6.1 of the General Meeting of Shareholders resolution no. 3/10.04.2019.

Thus,  in a hypothetical calculation with the maximum variable remuneration (of 36 times the monthly gross average salary for the activity performed according to the main scope of business registered by the company, at class level, according to the national classification of economic activities, communicated by the National Institute of Statistics prior to appointment) subject to the GMS approval, a maximum gross variable component of 3944,41 Euro/month results (representing a net maximum value of 2307 Euro/month), depending on the dregree of achievement of the performance indicators.

None of the members of the executive management of SNN received the variable component  since the conclusion of the Mandate Contract for a mandate of 4 years.

 

 

Chief Executive Officer

Cosmin Ghita