S.N. NUCLEARELECTRICA S.A. - SNN

Notice of O&EGSM Update 29(30).04.2026

Published: 4/9/2026 6:23:39 PM

IRIS Code: E3DB3


Body

 

Current report in compliance with art. 234 paragraph (1) letter b) of the ASF Regulation no. 5/2018 regarding the issuers of financial instruments and market operations.

Reporting date: 09.04.2026

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

Registered office: 48, Iancu de Hunedoara Av, District 1, Bucharest

Phone/fax number: 021-203.82.00 / 021 – 316.94.00

Sole Registration Code with the Trade Register Office: 10874881

Order number: J1998007403409

Subscribed and paid share capital: 3.016.438.940 lei

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

 

To:         Bucharest Stock Exchange

              Financial Supervisory Authority

 

Important event to be reported: The amended agenda of the Ordinary and Extraordinary General Meeting of SNN shareholders convened for 29.04.2026/30.04.2026

 

Societatea Nationala Nuclearelectrica S.A. (“SNN”) informs its shareholders and investors that, on April 9, 2026, the Board of Directors of SNN approved the amended convening notice of the Ordinary and Extraordinary General Meeting of Shareholders to be held on April 29, 2026/April 30, 2026, supplementing the agenda of the Ordinary and Extraordinary General Meeting of Shareholders as follows:

1. The agenda of the Ordinary General Meeting of Shareholders, supplemented with items 2–8, following the receipt of a request for supplementation on April 8, 2026, from the majority shareholder, the Ministry of Energy.

Request to supplement the agenda of the Ordinary General Meeting of Shareholders convened for April 29, 2026/April 30, 2026, published in a current report on April 8, 2026, following item 1 on the initial agenda, with the following items:

  1. The revocation of Mr. Ionel Bucur following his request to terminate the mandate agreement entered into with SNN, effective January 23, 2026. (secret vote)
  2. Appointment of a provisional member to the Board of Directors of Societatea Nationala Nuclearelectrica S.A., effective as of the date of the meeting, due to a vacancy. (secret vote)
  3. Establishing the term of office of the provisional member of the Board of Directors, elected under item 2, for a period of 5 months, in accordance with the provisions of Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, as subsequently amended and supplemented.
  4. Setting the fixed gross monthly allowance for the member of the Board of Directors elected under item 2, in accordance with Article 5 of OGMS Resolution No. 12 dated November 24, 2025.
  5. Approval of the form of the mandate agreement to be concluded with the member of the Board of Directors elected under item (2), in the form proposed by the Ministry of Energy.
  6. Mandating the representative of the majority shareholder, the Ministry of Energy, at the OGMS to sign, in the name and on behalf of the Company, the mandate agreement with the member of the Board of Directors elected under item (2).
  7. Approval of the initiation of the selection procedure for the vacant position on the Board of Directors, in accordance with the provisions of Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, as subsequently amended and supplemented. The selection procedure will be conducted by the Ministry of Energy, in its capacity as the supervising public authority.

Request to amend the agenda of the Extraordinary General Meeting of Shareholders submitted by the majority shareholder, the Ministry of Energy, pursuant to Article 14 para (12) of the Articles of Incorporation of SN Nuclearelectrica SA, and Article 1171 para(1) of Law No. 31/1990 on companies, as republished, with subsequent amendments and additions (“Law No. 31/1990”), Article 105 para (3) and (5) of Law No. 24/2017 on issuers of financial instruments and market operations, as amended and supplemented, republished, Article 189 of Regulation No. 5/2018 on issuers of financial instruments and market operations, and Article 291 of Government Emergency Ordinance 109/2011 on the corporate governance of public enterprises, as subsequently amended and supplemented, and was submitted by the deadline for supplementing the agenda for the Ordinary General Meeting of Shareholders on April 29, 2026/April 30, 2026, with SNN issuing a current report on April 8, 2026 regarding receipt of the request to supplement the agenda.

2. The agenda of the Extraordinary General Meeting of Shareholders, supplemented with items 2–28, pursuant to the decision of the Board of Directors dated April 6, 2026, which approved the addition of these items to the agenda in accordance with the provisions of Article 105, paragraphs (51) and (52) of Law 24/2017 on issuers of financial instruments and market operations, as subsequently amended and supplemented.

The Board of Directors of Societatea Nationala Nuclearelectrica SA has decided to amend the agenda of the Extraordinary General Meeting of Shareholders of SNN convened for April 29, 2026/April 30, 2026, published in a current report on April 6, 2026, after item 1 on the initial agenda, with the following items:

  1. Approval of the increase in the value of contract no. RUEC 872/02.06.2022, having as its object "Legal assistance/consultancy services in relation to major investment objectives as well as major strategic objectives in the Investment Strategy of Societatea Nationala Nuclearelectrica S.A.", concluded by S.N. Nuclearelectrica S.A. with the American law firm Hunton Andrews Kurth LLP, with the Romanian law firms Zamfirescu Racoti, Vasile & Partners, Wolf Theiss Romania and the Australian firm GNE Advisory as subcontractors, in accordance with point 2.1. of the Note presented to shareholders, with a total value of EUR 500,000 (excluding VAT) and with the mention that the aforementioned amount, which will be added to the contract in question, will be used exclusively at the request of SNN, depending on the actual needs for legal assistance in the issues listed above, so that, if, for reasons not attributable to SNN, the above-mentioned projects do not progress or if there is no real and effective need in this regard, these amounts will not be accessed;
  2. Mandating the executive management of SNN (the CEO and CFO) to negotiate and sign, with the contractual partners mentioned in point 1 above (the American law firm Hunton Andrews Kurth LLP, with the Romanian law firms Zamfirescu Racoti, Vasile & Partners, Wolf Theiss Romania and the Australian firm GNE Advisory as subcontractors), the addendum to contract no. RUEC 872/02.06.2022, which will confirm the increase in the contract value, under the conditions set out in the Note presented to the shareholders.
  3. Mandating the executive management of SNN (the CEO and the CFO) to negotiate and sign, with the contractual partners mentioned in point 1 above (the American law firm Hunton Andrews Kurth LLP, with the Romanian law firms Zamfirescu Racoti, Vasile & Partners, Wolf Theiss Romania and the Australian firm GNE Advisory as subcontractors), any other addenda to contract no. RUEC 872/02.06.2022, other than the addendum mentioned in point 3, in situations where such changes do not lead to an increase in the value of the contract, including in the situation where, upon expiry of the contract term (June 2026), there are still ongoing projects, the completion of which requires the continued use of the services of HAK (together with its aforementioned partners) after that date, with subsequent notification of the SNN Board of Directors regarding the conclusion of such additional acts;
  4. Approval of the contracting of specialized legal services for assistance, consulting, and/or representation for investment projects included in the 2025-2030 Investment Strategy, with a view to 2035, of S.N. Nuclearelectrica S.A., including for aspects related to the financing of these projects and other related aspects in connection with these projects, under the conditions detailed in point 2.2. of the Note presented to the shareholders, respectively these services will have a total value of EUR 5,500,000 (excluding VAT), the contract will be divided into two lots, namely Lot 1, which covers aspects related to international law, and Lot 2, which covers aspects related to national and European law (Community legislation), the contracts to be concluded will have a duration of 3 years from the date of signing and the value of the contracts will be used exclusively at the request of SNN, depending on the actual needs for legal assistance/consultancy or representation in the above-mentioned issues, so that, if, for reasons not related to SNN, the above-mentioned projects do not progress or if there is no real need for such services, no amounts from the above-mentioned value will be used, with the proviso that the amounts necessary to cover the costs of contracting these services will be borne by SNN's own funds and will be provided for in the company's annual budgets, with any unspent amounts to be carried over to SNN's budgets in subsequent years;
  5. Mandating the executive management of SNN (the CEO and the CFO) to carry out the selection procedure for the firms/companies/law firms that will provide the legal services mentioned in point 4 above, to negotiate and sign the legal service contracts mentioned in point 5 above, under the conditions detailed in the Note presented to the shareholders, with subsequent notification of the SNN Board of Directors, as well as to negotiate and sign any additional acts to the contracts to be concluded in accordance with point 4 above, which will not change the value of these contracts, with subsequent notification of the SNN Board of Directors;
  6. Approval of an additional ceiling of EUR 800,000 (excluding VAT) for the continued contracting, in the situations detailed in point 2.3. of the Note presented to shareholders, of assistance/consultancy and legal representation services (this category also includes litigation before common law courts or arbitration tribunals, internal and/or international, related to the execution of contracts for major investment projects, including those related to international financing for these projects), for current issues and disputes other than those related to investment activities and those related to the financing and guaranteeing of major investment projects, which are the subject of points 2.1. and 2. 2. of the Note presented to shareholders, the contracting of these services shall be ensured in compliance with the principles governing procurement legislation, namely competitiveness, transparency, non-discrimination, equal treatment, proportionality, efficient use of funds, and in compliance with the requirements/conditions set out in point 2.3. of the Note presented to shareholders. Furthermore, the contracting of these services, as set out in point 2.3 of the Note presented to shareholders, shall be carried out whenever necessary, by decision of the company's management, on the basis of specific supporting documents, which shall justify the necessity and appropriateness of the procurement and justify the criteria for which a particular firm/law firm will be used;
  7. Mandating the executive management of SNN (the CEO and the CFO) to carry out, in all situations where it is necessary, as mentioned in point 6 above, the procedures for selecting law firms/legal practices and to sign the respective orders/contracts for legal services with them.
  8. Approval of the establishment of a branch of SNN, named "Societatea Nationala Nuclearelectrica S.A. Bucharest – Refurbishment and Major Investments Branch (Sucursala de Retehnologizare si Investitii Majore) (SRIM) Cernavoda," which will operate in accordance with applicable legal regulations and the Articles of Incorporation of the parent company, SNN, with the purpose of carrying out the economic activities specified in its founding document (Articles of Incorporation) (CAEN Code 3511);
  9. Approval of the registration of the SRIM Cernavoda branch in the Trade Register of Constanta, with its registered office at: 2 Medgidiei Street, Office building for U2 PIF staff, Cernavoda, Constanta County, with its main activity being the production of electricity (CAEN Code 3511).
  10. Approval of the duration of existence of the SRIM Cernavoda branch, which will be unlimited, with the possibility of expanding or reducing activities, depending on the needs of the company and the economic and legal conditions in force;
  11. Approval of the SRIM Cernavoda branch to carry out activities within the same financial structure as the parent company, to be financed from its resources, without constituting a separate share capital;
  12. Approval of the management of the SRIM Cernavoda branch by a branch manager, appointed by the CEO of SNN, who will be responsible for administering and coordinating the economic activities carried out within the SRIM Cernavoda Branch, in accordance with the mandate/attributions entrusted by the CEO of SNN;
  13. Approval of the establishment by Societatea Nationala Nuclearelectrica S.A. of a place of business at the address: 48 Iancu de Hunedoara Boulevard, registered in the land registry under no. 233413, with cadastral number 233413, in the Crystal Tower building, located on the third floor, District 1, Bucharest, which will be managed by SRIM Cernavoda, having the main object of activity of the company (CAEN Code 3511).
  14. Mandating the Board of Directors of SNN, with the possibility of sub-delegation to the executive management of SNN, to carry out all the formalities/steps required by law for the submission/notification, to the competent territorial Trade Registry Office, of the SNN EGMS decision, as well as to carry out any other formalities and sign any other documents related to this decision and those mentioned in its content.
  15. Approval of the proposed Shareholders’ Agreement to be entered into between SNN and the Romanian State, through the Ministry of Energy, which will govern the rights and obligations of SNN and the Romanian State as shareholders of EN, in the form and content set forth in Annex 1 to the Note.
  16. Mandating the CEO of SNN to order and implement, within the limits provided by law, any subsequent amendments to the Shareholders' Agreement.
  17. Mandating the CEO of SNN to sign the EN Shareholders' Agreement and any document related to those approved in the preceding items.
  18.  Mandating the Board of Directors of SNN and/or the CEO of SNN, as applicable, within the statutory authority provided for at the Company level for initiating procurements, to approve/sign the conclusion of addenda to RUEC Contract No. 1607/27.11.2023, concerning the supply of reactor components and the retubing tools necessary for the refurbishment of the reactor at Unit 1 of the Cernavoda Nuclear Power Plant, within the limits and conditions provided for in Law No. 99/2016, with the clarification that those addenda to be signed within the scope of authority of the CEO of SNN shall be subject to periodic reporting to the SNN Board of Directors and provided they fall within the total amount of the General Investment Estimate. The delegation to the Board of Directors or the CEO of SNN shall include the possibility for them to sub-delegate this authority to other representatives of the company’s management, including those of its branches;
  19. Mandating the Board of Directors of SNN and/or the CEO of SNN, as applicable, within the statutory authority provided for at the Company level to initiate procurements, to approve/sign the conclusion of addenda to RUEC Framework Agreement No. 519/16.04. 2024, concerning project management services, technical assistance, consulting, and staff training necessary for the preparation and implementation of the Retrofitting Project for Unit 1 at Cernavoda NPP within the limits and conditions provided for in Law No. 99/2016, with the clarification that any addenda to be signed within the scope of authority of the SNN CEO shall be subject to periodic reporting to the SNN Board of Directors and provided that they fall within the total amount of the General Investment Estimate. The delegation to the Board of Directors or the CEO of SNN shall include the possibility for them to sub-delegate this authority to other representatives of the company’s management, including those of its branches.
  20. Approval of SNN, acting as guarantor, providing a guarantee to Energonuclear S.A., acting as borrower, for financing in the amount of up to USD 57,272,230, contracted by Energonuclear S.A. (as borrower) from the Export-Import Bank of the United States (as lender), for the financing of the “Units 3 and 4 of the Cernavoda Nuclear Power Plant” project, under the terms detailed in the Note accompanying this agenda item;
  21.  Approval of the loan agreement in the amount of up to USD 57,272,230 between Energonuclear S.A., as borrower, SNN, as guarantor, the Export-Import Bank of the United States, as lender, and J.P. Morgan SE, as documentation agent, to finance the “Units 3 and 4 of the Cernavoda Nuclear Power Plant” project, a contract to be signed also by SNN, in its capacity as guarantor of the borrower Energonuclear S.A., as set forth in the annex to the Note pertaining to this agenda item;
  22. Approval of the loan guarantee agreement (contract) for the aforementioned loan, to be concluded by SNN and Energonuclear S.A., as set forth in the form attached to the note pertaining to this agenda item;
  23. Mandating the Board of Directors of SNN to approve, in the name and on behalf of SNN, in its capacity as guarantor for the obligations of Energonuclear S.A., any amendments to the aforementioned loan agreement and/or guarantee agreement, as well as to all documents issued for the implementation of the aforementioned financing, including the payment instruments (“promissory notes”) issued by Energonuclear S.A. (and endorsed by SNN) pursuant to the loan agreement, during their term, with the exception of amendments concerning the principal terms of the loan: loan amount, interest, fees, debt rescheduling, and term;
  24. Mandating  the CEO and the CFO of SNN to sign, in the name and on behalf of SNN: (i) the loan agreement in the amount of up to USD 57,272,230, between Energonuclear S.A., as borrower, SNN, as guarantor, the Export-Import Bank of the United States, as lender, and J.P. Morgan SE, as documentation agent, for the financing of the “Cernavoda NPP Units 3 and 4” project; (ii) the aforementioned guarantee agreement between SNN and Energonuclear S.A.; and (iii) for the completion of all formalities and the signing of all documents necessary for the aforementioned financing to take effect, with the proviso that the aforementioned authorized representatives shall be able to sign the contracts in question in a form substantially similar to the forms attached to the Note pertaining to this agenda item, in the sense that if, prior to signing, further formal amendments to the two contracts are required, the authorized representatives shall be empowered to accept the implementation of such amendments that do not affect the substance of the contractual provisions and do not alter the meaning and purpose of the contractual provisions but are merely of a formal nature (correction of errors in expression, grammatical errors, etc.), as well as to sign, in their capacity as legal representatives of SNN, acting as guarantor, the payment instruments (“promissory notes”) issued by Energonuclear S.A. (and endorsed by SNN) in accordance with the loan agreement, in the form attached to the financing agreement;
  25. Authorizing the SNN representative(s) at the Extraordinary General Meeting of Shareholders of Energonuclear S.A. to vote:

a. "for"/"in favor of" the contracting, by Energonuclear S.A., as borrower, with SNN acting as guarantor, of a loan in the amount of up to 57, 272,230 USD, from the Export-Import Bank of the United States, as lender, where J.P. Morgan SE acts as documentation agent, to finance the “Cernavoda NPP Units 3 and 4” project; as well as

b. “for”/“in favor of” the conclusion, by Energonuclear S.A., as the guaranteed party, with SNN, as the guarantor, of a guarantee agreement regarding the provision of the guarantee for the aforementioned loan of up to USD 57,272,230; and

c. “for”/“in favor of” authorizing the General Manager and the Chief Financial Officer of Energonuclear S.A. to sign, in the name and on behalf of Energonuclear S.A., the two aforementioned contracts, in the forms substantially attached to the Note pertaining to this agenda item and approved in advance by the Board of Directors of Energonuclear S.A., the clarification made in the previous item (regarding the signing of contracts in forms substantially similar to those attached to the Note presented to the shareholders) being applicable to this item as well, as well as for the completion of all formalities and the signing of all documents necessary for the entry into force of the aforementioned financing, including the payment instruments (“promissory notes”) issued by Energonuclear S.A. (and endorsed by SNN) in accordance with the loan agreement, in the form attached to the financing agreement;

26. Mandating the SNN representative(s) at the Extraordinary General Meeting of Shareholders of Energonuclear S.A. to vote "for"/" in favor of" authorizing the Board of Directors of Energonuclear S.A. to approve, in the name and on behalf of Energonuclear S.A., as borrower and secured debtor, any amendments to the aforementioned credit agreement and/or guarantee agreement during their term, with the exception of amendments concerning the principal credit terms: the loan amount, interest, fees, debt rescheduling, term, as well as all documents issued for the entry into force of the aforementioned financing, including the payment instruments (“promissory notes”) issued by Energonuclear S.A. (and endorsed by SNN) pursuant to the loan agreement;

27. Mandating the CEO of SNN to complete all necessary formalities with the relevant Commercial Registry regarding the resolution of the SNN Extraordinary General Meeting of Shareholders.

The notice of meeting, prepared at the request of the majority shareholder, the Ministry of Energy, and in accordance with the decision of the SNN Board of Directors, is attached to this current report and will be published in the Official Gazette and in a national newspaper on April 16, 2026, at which time the following will be available on the SNN website, in the Investor Relations/Information regarding the AGM section: special proxies, mail-in ballots, and draft resolutions related to the agenda, starting at 6:00 p.m.

Cosmin Ghita

Chief Executive Officer

 

 

 

 

AMENDED CONVENING NOTICE FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF SOCIETATEA NATIONALA NUCLEARELECTRICA S.A.

 

The Board of Directors of Societatea Nationala Nuclearelectrica S.A. (hereinafter called “SNN” or the “Company”) a national joint-stock company, managed according to a unitary system, established and operating in compliance with the Romanian laws, registered with the Trade Register Office attached to the Bucharest Court under number J1998007403409, Tax Identification Number RO 10874881, with registered office in Iancu de Hunedoara Boulevard 48, District 1, Bucharest, having a subscribed and paid-up share capital amounting to Lei 3,016,438,940.

 

                Whereas

 

  • Provisions of art. 13 and art. 14 of the Company’s Articles of Incorporation, in force (the "Articles of Incorporation");
  • Provisions of Law no. 31/1990 on trading companies, republished, as subsequently amended and supplemented;
  • Government Emergency Ordinance no. 109/2011 regarding corporate governance of the public institutions, as further amended and supplemented;
  • Provisions of Law no. 24/2017 on the issuers of financial instruments and market operations, republished
  • Provisions of the ASF Regulation no. 5/2018 on the issuers of financial instruments and market operations;
    • Provisions of Regulation no. 10/2017 on central storage issued in application of Regulation (EU) no. Regulation (EC) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving the settlement of securities in the European Union and on the central depository of securities and amending Directives 98/26 / EC and 2014/65 / EU and Regulation (EU) no. 236/2012
    • The provisions of Regulation 1212/2018 establishing the minimum requirements for the implementation of Directive 2007/36 / EC of the European Parliament and of the Council regarding the identification of shareholders, the transmission of information and the facilitation of the exercise of shareholders' rights.
  • Board of Directors Decision No. 80 dated April 6, 2026, for supplementing the agenda of the Extraordinary General Meeting of Shareholders dated April 29, 2026, with items 2–28, pursuant to the provisions of Article 105, paragraphs (51) and (52) of Law 24/2017 on issuers of financial instruments and market operations, as subsequently amended and supplemented
  • Request No. 1505/BGI/8.04.2026 submitted by the majority shareholder, the Ministry of Energy, registered at SNN under No. AUTORITATI -SNN-26-02917-08-04-2026 regarding the addition of items 2–8 to the agenda of the Ordinary General Meeting convened for 29.04.2026/30.04.2026 respectively. The request is made by the Ministry of Energy, pursuant to Article 14 para (12) of the Articles of Incorporation of SN Nuclearelectrica SA, Article 1171  para (1) of Law No. 31/1990 on companies, as republished, with subsequent amendments and supplements (“Law No. 31/1990”), Article 105 para (3) and (5) of Law No. 24/2017 on issuers of financial instruments and market operations, as amended and supplemented, republished, Article 189 of Regulation No. 5/2018 on issuers of financial instruments and market operations and Article 291 of Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, as amended and supplemented, in capacity as a shareholder holding more than 5% of the Company’s share capital.

 

 

Amend the agenda of the Ordinary General Meeting of the Shareholders of Societatea Nationala Nuclearelectrica S.A. for 29.04.2026, hours 10:00 (Romania’s time), at the headquarters of Societatea Nationala Nuclearelectrica SA, Iancu de Hunedoara Boulevard no 48, District 1, Bucharest, Conference Room 01.01, with items 2-8.

Amend the agenda of the Extraordinary General Meeting of the Shareholders of Societatea Nationala Nuclearelectrica S.A. for 29.04.2026, hours 11:00 (Romania’s time), at the headquarters of Societatea Nationala Nuclearelectrica SA, Iancu de Hunedoara Boulevard no 48, District 1, Bucharest, Conference Room 01.01, with items 2-28.

 

Only the persons registered as shareholders of SNN on the date of 17.04.2026 („Reference Date”) in the shareholder register issued by Depozitarul Central S.A. are entitled to attend and vote within the OGMS/EGMS.

 

In the event that the legal conditions for holding the OGMS/EGMS on the date of the first calling are not met, a new OGMS/EGMS, as appropriate, shall be convened for the date of 30.04.2026, hours 10.00 for the OGMS and 11:00 for the EGMS, at the headquarters of Societatea Nationala Nuclearelectrica SA, Iancu de Hunedoara Boulevard no 48, District 1, Bucharest, Conference Room 01.01. In the event of a new convocation, the reference date established for identifying shareholders entitled to participate and vote at the OGMS/EGMS and the agenda shall remain the same.

 

The amended Agenda of the Ordinary General Meeting of Shareholders is as follows:

 

  1. Election of the Secretary of the Ordinary General Meeting of Shareholders.
  2. The revocation of Mr. Ionel Bucur following his request to terminate the mandate agreement entered into with SNN, effective January 23, 2026. (secret vote)
  3. Appointment of a provisional member to the Board of Directors of Societatea Nationala Nuclearelectrica S.A., effective as of the date of the meeting, due to a vacancy. (secret vote)
  4. Establishing the term of office of the provisional member of the Board of Directors, elected under item 3, for a period of 5 months, in accordance with the provisions of Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, as subsequently amended and supplemented.
  5. Setting the fixed gross monthly allowance for the member of the Board of Directors elected under item 3, in accordance with Article 5 of OGMS Resolution No. 12 dated November 24, 2025.
  6. Approval of the form of the mandate agreement to be concluded with the member of the Board of Directors elected under item (3), in the form proposed by the Ministry of Energy.
  7. Mandating the representative of the majority shareholder, the Ministry of Energy, at the OGMS to sign, in the name and on behalf of the Company, the mandate agreement with the member of the Board of Directors elected under item (3).
  8. Approval of the initiation of the selection procedure for the vacant position on the Board of Directors, in accordance with the provisions of Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, as subsequently amended and supplemented. The selection procedure will be conducted by the Ministry of Energy, in its capacity as the supervising public authority.
  9. Approval of the audited Individual Financial Statements as at and for the financial year ended 31 December 2025, 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 2025 and the Independent Auditor's Report on the Individual Financial Statements as at and for the financial year ended 31 December 2025.
  10. Approval of the audited Consolidated Financial Statements as at and for the financial year ended 31 December 2025, 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 2025 and the Independent Auditor's Report on the Consolidated Financial Statements as at and for the financial year ended 31 December 2025.
  11. Approval of the Annual Report of the Board of Directors for the financial year ending 31 December 2025, 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, including the approval of the SNN-2025 Group-Level Consolidated Sustainability Report and the auditor’s report on the SNN-2025 Group-Level Consolidated Sustainability Report, Annex 13 to the Board of Directors’ Report.
  12. Information regarding the Quarterly Report of the Board of Directors for Quarter III 2025 prepared on the basis of the provisions of Article 69 of Law no. 24/2017 on issuers of financial instruments and market operations, republished.
  13. Information regarding the Quarterly Report Board of Directors for quarter IV of 2025, prepared pursuant to the provisions of Article 57, paragraph 4 of Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises, as subsequently amended and supplemented (“EO No. 109/2011”).
  14. Approval of the discharge of the Directors for the financial year ended 31 December 2025.
  15. Approval of the proposal on the distribution of the net profit for the financial year 2025 by destination, approval of the total amount of gross dividends in the amount of 1,179,633,972 lei, of the amount of the gross dividend per share in the amount of 3.91068407 lei/share, of the date of payment of the dividends, i.e. 24.06.2026, and of the terms of payment, as provided in the Note presented to the shareholders.
  16. Approval of the SNN Remuneration Report for the financial year 2025, in accordance with the provisions of art. 107, para. (6) of Law no. 24/2017 on issuers of financial instruments and market operations, republished.
  17. Approval of SNN’s Remuneration Policy, in accordance with Article 106 of Law No. 24/2017 on issuers of financial instruments and market operations, as republished.
  18. Information 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 06.11.2025-06.03.2026.
  19. Information 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 06.11.2025-06.03.2026.
  20. Approval of date 04.06.2026 as the date of registration according to the provisions of art. 87 par. (1) of Law no. 24/2017 on the issuers of financial instruments and market operations, i.e. the date on which the shareholders that will be benefiting of dividends or of other rights and on whom the effects of the OGMS resolutions impact will be identified.
  21. Approval of 24.06.2026 as the payment date, i.e. the expressly specified calendar date, i.e. zz/ll/year, on which the results of a corporate event, related to the holding of financial instruments, are due, i.e. on which the debiting and/or crediting of amounts of money and/or  financial instruments must be carried out, in accordance with the provisions of Article 2 paragraph 2 letter h) of Regulation 5/2018, and with the provisions of Article 1, para. (3) of Ordinance 64/2001, as amended and supplemented.
  22. Approval of date 03.06.2025 as the "ex-date", i.e.  the date preceding the registration date, when the financial instruments which are subject of the decisions of the company bodies are traded without the rights deriving from that decision, according to the provisions of art. 2, par. (2), let. l) of Regulation no. 5/2018 on the issuers of financial instruments and market operations.
  23. Empowering the Chairman of the Board of Directors to sign on behalf of shareholders the OGMS resolutions and any other documents related thereto, and to perform any act or formality required by law to register and fulfil the OGMS resolutions, including the formalities for their publication and registration with the Trade Register or any other public institution. The Chairman of the Board of Directors may delegate all or part of the powers granted above to any competent person in order to fulfil this mandate.

 

The amended Agenda of the Extraordinary General Meeting of Shareholders is as follows:

 

  1. Election of the Secretary of the Extraordinary General Meeting of Shareholders.
  2. Approval of the increase in the value of contract no. RUEC 872/02.06.2022, having as its object "Legal assistance/consultancy services in relation to major investment objectives as well as major strategic objectives in the Investment Strategy of Societatea Nationala Nuclearelectrica S.A.", concluded by S.N. Nuclearelectrica S.A. with the American law firm Hunton Andrews Kurth LLP, with the Romanian law firms Zamfirescu Racoti, Vasile & Partners, Wolf Theiss Romania and the Australian firm GNE Advisory as subcontractors, in accordance with point 2.1. of the Note presented to shareholders, with a total value of EUR 500,000 (excluding VAT) and with the mention that the aforementioned amount, which will be added to the contract in question, will be used exclusively at the request of SNN, depending on the actual needs for legal assistance in the issues listed above, so that, if, for reasons not attributable to SNN, the above-mentioned projects do not progress or if there is no real and effective need in this regard, these amounts will not be accessed;
  3. Mandating the executive management of SNN (the CEO and CFO) to negotiate and sign, with the contractual partners mentioned in point 2 above (the American law firm Hunton Andrews Kurth LLP, with the Romanian law firms Zamfirescu Racoti, Vasile & Partners, Wolf Theiss Romania and the Australian firm GNE Advisory as subcontractors), the addendum to contract no. RUEC 872/02.06.2022, which will confirm the increase in the contract value, under the conditions set out in the Note presented to the shareholders.
  4. Mandating the executive management of SNN (the CEO and the CFO) to negotiate and sign, with the contractual partners mentioned in point 2 above (the American law firm Hunton Andrews Kurth LLP, with the Romanian law firms Zamfirescu Racoti, Vasile & Partners, Wolf Theiss Romania and the Australian firm GNE Advisory as subcontractors), any other addenda to contract no. RUEC 872/02.06.2022, other than the addendum mentioned in point 3, in situations where such changes do not lead to an increase in the value of the contract, including in the situation where, upon expiry of the contract term (June 2026), there are still ongoing projects, the completion of which requires the continued use of the services of HAK (together with its aforementioned partners) after that date, with subsequent notification of the SNN Board of Directors regarding the conclusion of such additional acts;
  5. Approval of the contracting of specialized legal services for assistance, consulting, and/or representation for investment projects included in the 2025-2030 Investment Strategy, with a view to 2035, of S.N. Nuclearelectrica S.A., including for aspects related to the financing of these projects and other related aspects in connection with these projects, under the conditions detailed in point 2.2. of the Note presented to the shareholders, respectively these services will have a total value of EUR 5,500,000 (excluding VAT), the contract will be divided into two lots, namely Lot 1, which covers aspects related to international law, and Lot 2, which covers aspects related to national and European law (Community legislation), the contracts to be concluded will have a duration of 3 years from the date of signing and the value of the contracts will be used exclusively at the request of SNN, depending on the actual needs for legal assistance/consultancy or representation in the above-mentioned issues, so that, if, for reasons not related to SNN, the above-mentioned projects do not progress or if there is no real need for such services, no amounts from the above-mentioned value will be used, with the proviso that the amounts necessary to cover the costs of contracting these services will be borne by SNN's own funds and will be provided for in the company's annual budgets, with any unspent amounts to be carried over to SNN's budgets in subsequent years;
  6. Mandating the executive management of SNN (the CEO and the CFO) to carry out the selection procedure for the firms/companies/law firms that will provide the legal services mentioned in point 5 above, to negotiate and sign the legal service contracts mentioned in point 5 above, under the conditions detailed in the Note presented to the shareholders, with subsequent notification of the SNN Board of Directors, as well as to negotiate and sign any additional acts to the contracts to be concluded in accordance with point 5 above, which will not change the value of these contracts, with subsequent notification of the SNN Board of Directors;
  7. Approval of an additional ceiling of EUR 800,000 (excluding VAT) for the continued contracting, in the situations detailed in point 2.3. of the Note presented to shareholders, of assistance/consultancy and legal representation services (this category also includes litigation before common law courts or arbitration tribunals, internal and/or international, related to the execution of contracts for major investment projects, including those related to international financing for these projects), for current issues and disputes other than those related to investment activities and those related to the financing and guaranteeing of major investment projects, which are the subject of points 2.1. and 2. 2. of the Note presented to shareholders, the contracting of these services shall be ensured in compliance with the principles governing procurement legislation, namely competitiveness, transparency, non-discrimination, equal treatment, proportionality, efficient use of funds, and in compliance with the requirements/conditions set out in point 2.3. of the Note presented to shareholders. Furthermore, the contracting of these services, as set out in point 2.3 of the Note presented to shareholders, shall be carried out whenever necessary, by decision of the company's management, on the basis of specific supporting documents, which shall justify the necessity and appropriateness of the procurement and justify the criteria for which a particular firm/law firm will be used;
  8. Mandating the executive management of SNN (the CEO and the CFO) to carry out, in all situations where it is necessary, as mentioned in point 7 above, the procedures for selecting law firms/legal practices and to sign the respective orders/contracts for legal services with them.
  9. Approval of the establishment of a branch of SNN, named "Societatea Nationala Nuclearelectrica S.A. Bucharest – Refurbishment and Major Investments Branch (Sucursala de Retehnologizare si Investitii Majore) (SRIM) Cernavoda," which will operate in accordance with applicable legal regulations and the Articles of Incorporation of the parent company, SNN, with the purpose of carrying out the economic activities specified in its founding document (Articles of Incorporation) (CAEN Code 3511);
  10. Approval of the registration of the SRIM Cernavoda branch in the Trade Register of Constanta, with its registered office at: 2 Medgidiei Street, Office building for U2 PIF staff, Cernavoda, Constanta County, with its main activity being the production of electricity (CAEN Code 3511).
  11. Approval of the duration of existence of the SRIM Cernavoda branch, which will be unlimited, with the possibility of expanding or reducing activities, depending on the needs of the company and the economic and legal conditions in force;
  12. Approval of the SRIM Cernavoda branch to carry out activities within the same financial structure as the parent company, to be financed from its resources, without constituting a separate share capital;
  13. Approval of the management of the SRIM Cernavoda branch by a branch manager, appointed by the CEO of SNN, who will be responsible for administering and coordinating the economic activities carried out within the SRIM Cernavoda Branch, in accordance with the mandate/attributions entrusted by the CEO of SNN;
  14. Approval of the establishment by Societatea Nationala Nuclearelectrica S.A. of a place of business at the address: 48 Iancu de Hunedoara Boulevard, registered in the land registry under no. 233413, with cadastral number 233413, in the Crystal Tower building, located on the third floor, District 1, Bucharest, which will be managed by SRIM Cernavoda, having the main object of activity of the company (CAEN Code 3511).
  15. Mandating the Board of Directors of SNN, with the possibility of sub-delegation to the executive management of SNN, to carry out all the formalities/steps required by law for the submission/notification, to the competent territorial Trade Registry Office, of the SNN EGMS decision, as well as to carry out any other formalities and sign any other documents related to this decision and those mentioned in its content.
  16. Approval of the proposed Shareholders’ Agreement to be entered into between SNN and the Romanian State, through the Ministry of Energy, which will govern the rights and obligations of SNN and the Romanian State as shareholders of EN, in the form and content set forth in Annex 1 to the Note.
  17. Mandating the CEO of SNN to order and implement, within the limits provided by law, any subsequent amendments to the Shareholders' Agreement.
  18. Mandating the CEO of SNN to sign the EN Shareholders' Agreement and any document related to those approved in the preceding items.
  19. Mandating the Board of Directors of SNN and/or the CEO of SNN, as applicable, within the statutory authority provided for at the Company level for initiating procurements, to approve/sign the conclusion of addenda to RUEC Contract No. 1607/27.11.2023, concerning the supply of reactor components and the retubing tools necessary for the refurbishment of the reactor at Unit 1 of the Cernavoda Nuclear Power Plant, within the limits and conditions provided for in Law No. 99/2016, with the clarification that those addenda to be signed within the scope of authority of the CEO of SNN shall be subject to periodic reporting to the SNN Board of Directors and provided they fall within the total amount of the General Investment Estimate. The delegation to the Board of Directors or the CEO of SNN shall include the possibility for them to sub-delegate this authority to other representatives of the company’s management, including those of its branches;
  20. Mandating the Board of Directors of SNN and/or the CEO of SNN, as applicable, within the statutory authority provided for at the Company level to initiate procurements, to approve/sign the conclusion of addenda to RUEC Framework Agreement No. 519/16.04. 2024, concerning project management services, technical assistance, consulting, and staff training necessary for the preparation and implementation of the Retrofitting Project for Unit 1 at Cernavoda NPP within the limits and conditions provided for in Law No. 99/2016, with the clarification that any addenda to be signed within the scope of authority of the SNN CEO shall be subject to periodic reporting to the SNN Board of Directors and provided that they fall within the total amount of the General Investment Estimate. The delegation to the Board of Directors or the CEO of SNN shall include the possibility for them to sub-delegate this authority to other representatives of the company’s management, including those of its branches.
  21. Approval of SNN, acting as guarantor, providing a guarantee to Energonuclear S.A., acting as borrower, for financing in the amount of up to USD 57,272,230, contracted by Energonuclear S.A. (as borrower) from the Export-Import Bank of the United States (as lender), for the financing of the “Units 3 and 4 of the Cernavoda Nuclear Power Plant” project, under the terms detailed in the Note accompanying this agenda item;
  22. Approval of the loan agreement in the amount of up to USD 57,272,230 between Energonuclear S.A., as borrower, SNN, as guarantor, the Export-Import Bank of the United States, as lender, and J.P. Morgan SE, as documentation agent, to finance the “Units 3 and 4 of the Cernavoda Nuclear Power Plant” project, a contract to be signed also by SNN, in its capacity as guarantor of the borrower Energonuclear S.A., as set forth in the annex to the Note pertaining to this agenda item;
  23. Approval of the loan guarantee agreement (contract) for the aforementioned loan, to be concluded by SNN and Energonuclear S.A., as set forth in the form attached to the note pertaining to this agenda item;
  24. Mandating the Board of Directors of SNN to approve, in the name and on behalf of SNN, in its capacity as guarantor for the obligations of Energonuclear S.A., any amendments to the aforementioned loan agreement and/or guarantee agreement, as well as to all documents issued for the implementation of the aforementioned financing, including the payment instruments (“promissory notes”) issued by Energonuclear S.A. (and endorsed by SNN) pursuant to the loan agreement, during their term, with the exception of amendments concerning the principal terms of the loan: loan amount, interest, fees, debt rescheduling, and term;
  25. Mandating  the CEO and the CFO of SNN to sign, in the name and on behalf of SNN: (i) the loan agreement in the amount of up to USD 57,272,230, between Energonuclear S.A., as borrower, SNN, as guarantor, the Export-Import Bank of the United States, as lender, and J.P. Morgan SE, as documentation agent, for the financing of the “Cernavoda NPP Units 3 and 4” project; (ii) the aforementioned guarantee agreement between SNN and Energonuclear S.A.; and (iii) for the completion of all formalities and the signing of all documents necessary for the aforementioned financing to take effect, with the proviso that the aforementioned authorized representatives shall be able to sign the contracts in question in a form substantially similar to the forms attached to the Note pertaining to this agenda item, in the sense that if, prior to signing, further formal amendments to the two contracts are required, the authorized representatives shall be empowered to accept the implementation of such amendments that do not affect the substance of the contractual provisions and do not alter the meaning and purpose of the contractual provisions but are merely of a formal nature (correction of errors in expression, grammatical errors, etc.), as well as to sign, in their capacity as legal representatives of SNN, acting as guarantor, the payment instruments (“promissory notes”) issued by Energonuclear S.A. (and endorsed by SNN) in accordance with the loan agreement, in the form attached to the financing agreement;
  26. Authorizing the SNN representative(s) at the Extraordinary General Meeting of Shareholders of Energonuclear S.A. to vote:

a. "for"/"in favor of" the contracting, by Energonuclear S.A., as borrower, with SNN acting as guarantor, of a loan in the amount of up to 57, 272,230 USD, from the Export-Import Bank of the United States, as lender, where J.P. Morgan SE acts as documentation agent, to finance the “ Cernavoda NPP Units 3 and 4” project; as well as

b. “for”/“ in favor of” the conclusion, by Energonuclear S.A., as the guaranteed party, with SNN, as the guarantor, of a guarantee agreement regarding the provision of the guarantee for the aforementioned loan of up to USD 57,272,230; and

c. “for”/“in favor of” authorizing the General Manager and the Chief Financial Officer of Energonuclear S.A. to sign, in the name and on behalf of Energonuclear S.A., the two aforementioned contracts, in the forms substantially attached to the Note pertaining to this agenda item and approved in advance by the Board of Directors of Energonuclear S.A., the clarification made in the previous item (regarding the signing of contracts in forms substantially similar to those attached to the Note presented to the shareholders) being applicable to this item as well, as well as for the completion of all formalities and the signing of all documents necessary for the entry into force of the aforementioned financing, including the payment instruments (“promissory notes”) issued by Energonuclear S.A. (and endorsed by SNN) in accordance with the loan agreement, in the form attached to the financing agreement;

27. Mandating the SNN representative(s) at the Extraordinary General Meeting of Shareholders of Energonuclear S.A. to vote "for"/" in favor of" authorizing the Board of Directors of Energonuclear S.A. to approve, in the name and on behalf of Energonuclear S.A., as borrower and secured debtor, any amendments to the aforementioned credit agreement and/or guarantee agreement during their term, with the exception of amendments concerning the principal credit terms: the loan amount, interest, fees, debt rescheduling, term, as well as all documents issued for the entry into force of the aforementioned financing, including the payment instruments (“promissory notes”) issued by Energonuclear S.A. (and endorsed by SNN) pursuant to the loan agreement;

28. Mandating the CEO of SNN to complete all necessary formalities with the relevant Commercial Registry regarding the resolution of the SNN Extraordinary General Meeting of Shareholders.

29. Approval of SNN directors’ participation in a professional training course on corporate governance or in a training program specific to the nuclear sector, in accordance with the relevant obligation imposed on directors under their mandate agreements and the authorization of the Nomination and Remuneration Committee (NRC) within the SNN Board of Directors to survey the market for relevant courses, identify specialized providers of professional training courses in the aforementioned fields, and submit for approval by the SNN Board of Directors the participation of members of this corporate body in the respective course(s). Reimbursement of the course fees for the participation of members of the SNN Board of Directors in the respective courses, up to a limit of 10,000 euros per director per year (excluding VAT), shall be made by SNN.

30. Approval of date 04.06.2026 as the date of registration according to the provisions of art. 87 par. (1) of Law no. 24/2017 on the issuers of financial instruments and market operations, i.e. the date on which the shareholders that will be benefiting of dividends or of other rights and on whom the effects of the EGMS resolutions impact will be identified.

31. Approval of date 03.06.2026 as the "ex-date", i.e.  the date preceding the registration date, when the financial instruments which are subject of the decisions of the company bodies are traded without the rights deriving from that decision, according to the provisions of art. 2, par. (2), let. l) of Regulation no. 5/2018 on the issuers of financial instruments and market operations.

32. Empowering the Chairman of the Board of Directors to sign on behalf of shareholders the EGMS resolutions and any other documents related thereto, and to perform any act or formality required by law to register and fulfil the EGMS resolutions, including the formalities for their publication and registration with the Trade Register or any other public institution. The Chairman of the Board of Directors may delegate all or part of the powers granted above to any competent person in order to fulfil this mandate.

The right to introduce new items on the agenda. The right to present draft resolutions for the items included or proposed to be included on the meeting’s agenda.

 

According to the provisions of art. 105, par. (3) and (5) of Law no. 24/2017, art. 1171, par. (1) of Law no. 31/1990, of art. 189 of the ASF Regulation no. 5/2018, as well as of art. 14 of the company's Articles of Incorporation, one or more shareholders, representing individually or together at least 5% of the Company’s share capital, may request, by a petition addressed to the Company’s Board of Directors, the introduction of some additional points on the OGMS/EGMS agenda, under the condition that each point is accompanied by a justification or by a resolution draft proposed to be adopted by the general meeting; and present resolution drafts for the points included or proposed to be included on the agenda of the general meeting.

Also, according to Article 105(51) of Law 24/2017, as amended and supplemented, the agenda of a General Meeting of Shareholders may also be supplemented by the Board of Directors, in compliance with the relevant legal requirements and deadlines, if the need for supplementation arises from documents or events occurring after the publication of the notice of meeting.

In cases where the exercise of the right to add items to the agenda of the general meeting results in a change to the agenda of the general meeting already communicated to the shareholders, the company is required to make available a revised agenda, including the resolutions proposed by the shareholders who exercised that right or, as the case may be, by the Board of Directors (in cases where the agenda is supplemented by the Board of Directors), using the same procedure as that used for the previous agenda, before the reference date of the general meeting of shareholders, as defined by the FSA regulations, and in compliance with the deadline provided for in Article 1171(3) of Law No. 31/1990, so as to allow shareholders to appoint a representative or, where applicable, to vote by correspondence.

According to art. 105 para. (5) of Law 24/2017, with subsequent amendments and additions, in conjunction with art. 1171 of Law no. 31/1990, shareholders may exercise the above rights within a maximum of 15 days from the date of publication of the convocation.

The proposals regarding the introduction of additional points on the OGMS/EGMS agenda and/or the presentation of resolution drafts for the included points or for the points proposed to be included on the OGMS/EGMS agenda must meet the following cumulative conditions:

 

  1. In case of individual shareholders, thy shall be accompanied by the copies of the shareholders IDs (the IDs presented by the shareholders must make possible their identification in the shareholders register of SNN, held by SC Depozitarul Central S.A.), and in case of legal entity shareholders they shall be accompanied by:

 

  • the Confirmation of Company Details, in original or a true certified copy, issued by the Trade Register or by any other document, in original or in a true certified copy, issued by a competent authority of the state in which the shareholder is legally registered, certifying the existence of the legal entity and the name/capacity of legal representative, not older than 3 months in relation to the date of publication of the general meeting convening notice, allowing their identification in the SNN shareholders' register kept by SC Depozitarul Central S.A.;

 

  • the capacity of legal representative shall be established based on the list of SNN shareholders (register of shareholders) valid at the reference date, received from Depozitarul Central S.A. However, if the shareholder did not inform the Central Depository in time about his legal representative or is this information not mentioned in the list of SNN shareholders valid at the reference date received from the Central Depository, the confirmation of company details/the aforementioned similar documents must serve as proof of the shareholder’s legal representative.

 

-   the documents proving the capacity of legal representative drafted in a foreign language, other than the English language, shall be accompanied by a translation into the Romanian or English language, performed by a certified translator. SNN will not require the legalization or apostille of documents which prove the capacity of legal representative of the shareholder.

  1. To be accompanied by a justification and/or a resolution draft proposed to be adopted;

 

  1. To contain prescriptions regarding the attributions of the assembly;

 

  1. To be sent to the Company’s Registration Office through any form of courier with acknowledgment of receipt, so that they are registered as received at the Company’s Registration Office by 09.04.2026, hours 16:00, in a closed envelope, with the note legibly written in capital letters: ”FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 29.04.2026”; the proposals may be sent by e-mail with the extended incorporated electronic signature in compliance with Law No. 455/2001 on electronic signature by the date of 09.04.2026, hours 16:00 to the e-mail address aga@nuclearelectrica.ro, with the subject: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 29.04.2026”

 

In order to identify and prove the shareholder capacity of a person who makes proposals for supplementing the agenda (or who asks questions in compliance with art. 198 of the ASF Regulation no. 5/2018), SNN may ask from that person the bank account statement issued by the Central Depositary, out of which result his shareholder capacity and the number of shares he owns.

 

The supplemented agenda will be published by the Company by 16.04.2026.

 

Proposals for the position of member of the Board of Directors

Pursuant to Article 187 para (8) of FSA Regulation No. 5/2018, SNN shareholders may submit written proposals for candidates for the positions of directors, including information regarding the names, places of residence, and professional qualifications of the persons proposed for the respective position (CV), by April 22, 2026. The identification requirements mentioned in the section regarding the completion of the agenda also apply to shareholders submitting proposals for candidates for the position of director. The list containing information regarding the names, places of residence, and professional qualifications of the persons proposed for the positions of members of the Board of Directors is available to shareholders on the Company’s website under the Investor Relations, General Meeting of Shareholders section. At the end of the proposal submission period, the candidates proposed by shareholders for the position of director will be posted on the Company’s website and listed on the ballots in alphabetical order by name. The special proxy forms and the updated ballot forms containing the proposals submitted by shareholders will be made available to shareholders starting on April 22, 2026 at the company’s headquarters and on the website www.nuclearelectrica.ro, following the expiration of the deadline for submitting nominations for the positions of directors and the inclusion of the nominations made by shareholders on the voting forms.

Information materials and questions referring to the agenda

 

Starting with the date of  25.03.2026 hours 18.00, all the information materials related to issues included on the agenda, the draft resolutions proposed to be adopted by the general meetings and the rules and regulations regarding the organization and development of the general meetings (which include the voting procedure based on representative and the procedure allowing the vote by correspondence) shall be available on business days at the Company’s headquarters, in 48 Iancu de Hunedoara Boulevard, District 1, Bucharest, at the Company’s Registration Office between 08:30 and 16:30, as well as on the Company’s website (www.nuclearelectrica.ro). The Company’s shareholders may obtain, upon request, copies of the documents referring to issues included on the agenda of the OGMS/EGMS.

 

The Company’s shareholders, regardless of their interests in the share capital, may ask questions, in writing, regarding the items on the agenda of the OGMS/EGMS.

The identification requests aforementioned in the chapter regarding the supplementation of the agenda are applicable also for the individual shareholder and/or for the legal representative of the corporate shareholder who asks questions regarding the points on the GMS agenda.

 

The questions shall be sent to the Company’s Registration Office through any form of courier with acknowledgment of receipt, so that they are registered as received at the Company’s Registration Office by 27.04.2026, hours 10:00, in a closed envelope, with the note legibly written in capital letters: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS DATED 29.04.2026”.

 

The Company may draft a general answer for the questions with the same content. It is considered that the Company has answered the questions if the required relevant information is published on the Company’s website www.nuclearelectrica.ro in the format of Q&A.

 

Shareholders may also send such questions by e-mail with the extended incorporated electronic signature, in compliance with Law No. 455/2001 on electronic signature by the date of 27.04.2026 hours 10:00 to the e-mail address: aga@nuclearelectrica.ro, with the subject: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS DATED 29.04.2026.”.

 

Participation and voting in the General Meeting of the Shareholders

 

The shareholders registered in the shareholders register at the Reference Date may attend the OGMS/EGMS and may vote in person, through a representative or by correspondence.

 

The regulations regarding the organization and development of the general meeting of the shareholders are available on the Company’s internet page www.nuclearelectrica.ro and include the voting procedure by special or general power of attorney and the procedure allowing the vote by correspondence.

 

The access of the shareholders entitled to participate, on the reference date, in the general meeting of shareholders, is allowed by simply proving their identity, in the case of natural-person shareholders, by their identity card or, in case of legal entities, of the legal representative, and in the case of legal entities and natural-person shareholders who are represented, with the power of attorney of the person who represents them, according to the applicable legal provisions in the field.

 

The direct vote (personal) shall be exercised after the shareholder proves his/her identity:

 

  1. In case of individual shareholders by presenting the identity document; the identity documents presented by shareholders must permit their identification on the list of SNN shareholders valid on the reference day and issued by S.C. Depozitarul Central S.A.;

 

  1. In the case of legal entities, by presenting:

 

  1. The identity document of the legal representative (ID or IC for the Romanian citizens, or passport for foreign citizens),

 

  1. Confirmation of company details, as original document or a true copy of the original document, issued by the Trade Register or by any other document, in original or in a true certified copy, issued by a competent authority of the state in which the shareholder is legally registered, certifying the existence of the legal entity and the name/capacity of legal representative, not older than 3 months in relation to the date of publication of the general meeting convening notice, allowing their identification in the list of SNN shareholders on the reference date, issued by S.C. Depozitarul Central S.A.;

 

The capacity of a legal representative shall be ascertained based on the list of SNN shareholders valid on the reference date, received from Depozitarul Central S.A. However, if the shareholder did not inform the Central Depository in time about his legal representative (so that the Shareholders’ register shows this fact at that particular date), than the confirmation of company details/similar documents aforementioned must prove the shareholder’s legal representative; for the Romanian State, the capacity of legal representative of the Ministry of Energy is proven by the copy of the appointment decree issued by the President of Romania (copy of the Official Gazette is has been published in or excerpt of a legislative program).

 

For all afore mentioned situations, the documents presented in a foreign language (excepting the identity documents valid on the territory of Romania, written with Latin letters) shall be accompanied by a certified translation into the Romanian or English language. The documents proving the capacity of legal representative drafted in a foreign language, other than the English language, shall be accompanied by a translation into the Romanian or English language, performed by a certified translator. SNN shall not require the legalization or apostille of documents which prove the capacity of legal representative of the shareholder.

 

When calculating the quorum for the OGMS/EGMS, shares for which the shareholder expresses his/her vote in the general meeting of shareholders by expressing "abstain" options as well as shares for which the shareholder does not express a voting right are taken into account. When calculating the majority of votes cast in the general meeting, the majority of votes cast by "abstaining" votes shall be taken into account, in the sense that if the majority of votes cast are "abstaining" votes, the resolution shall not be deemed to have been approved by the shareholders, as the number of votes required for a resolution to be passed has not been reached.

 

Vote by representative, based on special power of attorney

 

Shareholders may participate personally or may be represented in OGMS/EGMS by a designated representative ("Proxy") who was issued a special power of attorney, based on the representation form provided by the Company, according to art. 105 par. (12) of Law no. 24/2017. The power of attorney form may be obtained starting with 25.03.2026 hours 18:00 from the Company’s Registration Office and from the Company’s website (www.nuclearelectrica.ro). The power of attorney form shall be updated if new items are added on the OGMS/EGMS agenda.

 

The special powers of attorney must be filed in by the shareholder (in three original copies: one form for the shareholder, one for the proxy and one for SNN), they must be signed and contain specific voting instructions for each item on the OGMS/EGMS agenda for which the Proxy is going to vote in the name of the shareholder, clearly specifying the voting option (i.e. vote “for”, “against” or “abstain”). One shareholder may be represented in the OGMS/EGMS by only one Proxy, having a special power of attorney granted for the OGMS/EGMS dated 29.04.2026.

 

The special power-of-attorney shall be accompanied by the following documents:

 

  1. for individual shareholders: copy of the shareholder’s identity document, that shall permit his/her identification on the list of SNN shareholders valid on the reference day and issued by S.C. Depozitarul Central S.A. and copy of the representative’s identity document (ID or IC for the Romanian citizens, or passport for foreign citizens, with PIN (personal identity number) - if it exists in their country of origin);

 

  1. for legal entity shareholders:

 

  1. the Confirmation of Company Details, in original or a true certified copy, issued by the Trade Register or by any other document, in original or in a true certified copy, issued by a competent authority of the state in which the shareholder is legally registered, certifying the existence of the legal entity and the name/capacity of legal representative, not older than 3 months in relation to the date of publication of the general meeting convening notice, allowing their identification in the list of SNN shareholders on the reference date, issued by SC Depozitarul Central S.A.; for the Romanian State, the capacity of legal representative of the Ministry of Energy is proven by the copy of the appointment decree issued by the President of Romania (copy of the Official Gazette is has been published in or excerpt of a legislative program) in order to prove the quality of legal representative of the Ministry of Energy.

 

  1. the capacity of legal representative shall be established based on the list of SNN shareholders valid at the reference date, received from Depozitarul Central S.A. However, if the shareholder did not inform the Central Depository in time about his legal representative or is this information not mentioned in the list of SNN shareholders valid at the reference date received from the Central Depository, the confirmation of company details/the aforementioned similar documents must serve as proof of the shareholder’s legal representative;

 

The representative shall present his/her identity document at the meeting.

 

c) the documents presented in a foreign language (excepting the identity documents valid on the territory of Romania, written with Latin letters) shall be accompanied by a certified translation into the Romanian or English language. The documents proving the capacity of legal representative drafted in a foreign language, other than the English language, shall be accompanied by a translation into the Romanian or English language, performed by a certified translator. SNN shall not require the legalization or apostille of documents which prove the capacity of legal representative of the shareholder.

 

The special power of attorney is valid only for the GMS for which it has been requested; the representative is required to vote in compliance with the instructions formulated by the empowering shareholder, under sanction of vote cancellation.

 

Generally a shareholder may mandate only one representative to represent him/her in GMS. However, the power-of-attorney may name one or more alternative representatives to ensure the representation in the general meeting, for the case in which the main representative named above cannot fulfill his mandate. If more alternative representatives are assigned by the power-of-attorney, there shall be set the succession in which they are to exercise their mandate.

 

The representatives of the company cannot receive power of attorney in order to represent shareholders in the OGMS/EGMS. The regulations regarding the organization and unfolding of the general meeting of shareholders shall detail the voting by representative procedure, the shareholders having the obligation to comply with such regulations, under sanction of losing their voting right by representative in the OGMS/EGMS.

 

The special power of attorney for participation and vote within the general meeting of shareholders, issued to a credit institution which performs custodial services, shall be valid without the presentation of additional documents related to the shareholder concerned, if the special power of attorney is prepared in compliance with art. 201 of Regulation 5/2018, signed by such shareholder and accompanied by an affidavit of the credit institution which received the representation empowerment by means of the special power of attorney, which shall state that:

 

  • the credit institution performs custodial services for the shareholder;
  • the instructions specified in the special power of attorney are identical with the instructions in the SWIFT message received by the credit institution in order to vote on behalf of the shareholder;
  • the special power of attorney is signed by the shareholder.

 

The special power of attorney and the custodian’s declaration mentioned above should be submitted to SNN, in original, within 48 hours before the GMS, signed, and if applicable, stamped, without fulfilling other formalities regarding the form of these documents.

 

The special powers of attorney, in Romanian and/or English, shall be sent to the Company’s Registration Office through any form of courier with acknowledgment of receipt, so that they are registered as received at the Company’s Registration Office by and not later than 27.04.2026 hours 10:00, in a closed envelope, with the note legibly written in capital letters: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS DATED 29.04.2026”.

 

The special powers of attorney, in Romanian and/or English, may also be send by e-mail with the extended incorporated electronic signature, in compliance with Law No. 455/2001 on electronic signature by but not later than 27.04.2026 hours 10:00 to the e-mail address aga@nuclearelectrica.ro, with the subject: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS DATED 29.04.2026”.

 

Vote by representative, based on a general power of attorney

 

In virtue of art. 105 par. (13) of Law no. 24/2017 on issuers of financial instruments and market operations, the shareholder’s representation in GMS may also be done by other persons than the shareholders, based on a general power-of-attorney. So, the shareholder may give a general power-of-attorney valid no longer than 3 years, permitting to the representative to vote all the items on which the general meetings of shareholders debate for the one or more issuers named in the power-of-attorney, individually or by a generic formulation referring to a certain category of issuers, including the disposal acts, with the condition that the power-of-attorney shall be granted by a shareholder as client to an intermediary, in compliance with the legal provisions. 

 

Before the first use, the general power-of-attorneys shall be reached in to the company’s headquarters, 48 hours prior to the general meeting, i.e. by 27.04.2026, hours 10:00, in copy, containing the mention of their compliance with the original and the representative’s signature. The certified copies of the powers-of-attorney are kept by SNN, this being mentioned in the minutes of the general meeting.

 

Shareholders may not be represented within the general meeting of shareholders by a person in a conflict of interest situation, such as:

 

  1. it is a majority shareholder of SNN, or of an entity controlled by such shareholder;

 

  1. is a member of an administration, management or supervisory body of the company, of a majority shareholder or of a person controlled by such shareholder;

 

  1. is an employee or an auditor of the company or of a majority shareholder or of an entity controlled, in compliance with the provisions of let a);

 

  1. is the spouse, relative or a relative and kin up to and including 4th degree of one of the natural persons referred to under let. a) - c).

 

The proxy cannot be substituted by another person. In case the empowered person is a legal entity, it can exercise its mandate through any person member of the administration or management of the company or its employees.

 

Document accompanying the general power-of-attorney:

 

  1. the proof that the proxy has either the capacity of intermediary (in compliance with the provisions of art. 2 par. (1) pt. (19) of Law no. 24/2017), or of an attorney, and that the shareholder is its client.

 

  1. for individual shareholders - copy of the shareholder’s identity document, that shall permit his/her identification on the list of SNN shareholders valid on the reference day and issued by S.C. Depozitarul Central S.A. and copy of the representative’s identity document (ID or IC for the Romanian citizens, or passport for foreign citizens, with PIN (personal identity number) - if it exists in their country of origin);

 

  1. for legal entity shareholders:

 

  1. confirmation of company details, as original document or a true copy of the original document, issued by the Trade Register or any other document, in original or in a true certified copy, issued by a competent authority of the state in which the shareholder is legally registered, certifying the existence of the legal entity and the name/capacity of legal representative, not older than 3 months in relation to the date of publication of the general meeting convening notice, allowing their identification in the list of SNN shareholders on the reference date, issued by SC Depozitarul Central SA;

 

  1. the capacity of a legal representative shall be ascertained based on the list of SNN shareholders valid on the reference date, received from Depozitarul Central S.A. However, if the shareholder did not inform the Central Depository in time about his legal representative, or if this information is not mentioned in the list of SNN shareholders valid on the reference date, received from the Central Depository, than the  confirmation of company details/similar documents aforementioned must prove the shareholder’s legal representative; for the Romanian State, the capacity of legal representative of the Ministry of Energy is proven by the copy of the appointment decree issued by the President of Romania (copy of the Official Gazette is has been published in or excerpt of a legislative program).

 

The representative shall present his/her identity document at the meeting.

 

The documents presented in a foreign language (excepting the identity documents valid on the territory of Romania, written with Latin letters) shall be accompanied by a certified translation into the Romanian or English language. The documents proving the capacity of legal representative drafted in a foreign language, other than the English language, shall be accompanied by a translation into the Romanian or English language, performed by a certified translator. SNN shall not require the legalization or apostille of documents which prove the capacity of legal representative of the shareholder.

 

SNN shall accept a general power-of-attorney for participation and voting in the GMS given by a shareholder, as client, to a defined intermediary according to art. 2 par. (1) pt. 19 of Law no. 24/2017, as further amended and supplemented, or given to an attorney, without asking for additional documents referring to that particular shareholder, if the general power of attorney complies with the provisions of art. 202 of the ASF Regulation no. 5/2018, if it is signed by such shareholder and if it is accompanied by an affidavit given by the legal representative of the intermediary or by the lawyer who received the mandate of representation by the general power of attorney, out of which it results that:

 

  1. the power-of-attorney is given by that respective shareholder, as client, to the intermediary or, as the case may be, to the attorney;

 

  1. the general power-of-attorney is signed by the shareholder, inclusively by attaching the extended electronic signature, of applicable.

 

The aforementioned declaration must be submitted to SNN in original, signed and, as the case may be, stamped, without fulfilling other formalities regarding its form. The declaration shall be submitted to SNN together with the general power-of-attorney.

 

The form of the general power of attorney shall be provided to the shareholders, by the Company, starting with 25.03.2026, hours 18:00, at the same coordinates, and in under same conditions as the informative materials.

 

Vote through correspondence

 

The Company’s Shareholders registered on the Reference Date in the shareholders register issued by Depozitarul Central S.A. have the possibility to vote through correspondence, before the OGMS/EGMS, using the Ballot Papers form, for voting through correspondence. The Ballot Papers may be obtained starting with 25.03.2026, hours 18:00, from the Company’s Registration Office and from the Company’s website (www.nuclearelectrica.ro) and shall be updated if new items are added to the OGMS/EGMS agenda.

 

Documents that accompany the ballot papers:

 

a) for individual shareholders - copy of the shareholder’s identity document, that shall permit his/her identification on the list of SNN shareholders valid on the reference day and issued by S.C. Depozitarul Central S.A. and, if the case may be, copy of the representative’s identity document (ID or IC for the Romanian citizens, or passport for foreign citizens, with PIN (personal identity number) - if it exists in their country of origin), together with the prove of the capacity of legal representative;

 

  1. for legal entity shareholders:

 

  1. Confirmation of company details, as original document or a true copy of the original document, issued by the Trade Register or any other document, in original or in a true certified copy, issued by a competent authority of the state in which the shareholder is legally registered, certifying the existence of the legal entity and the name/capacity of legal representative, not older than 3 months in relation to the date of publication of the general meeting convening notice, allowing their identification in the list of SNN shareholders on the reference date, issued by S.C. Depozitarul Central S.A.;

 

  1. the capacity of legal representative shall be established based on the list of SNN shareholders valid at the reference date, received from Depozitarul Central S.A. However, if the shareholder did not inform the Central Depository in time about his legal representative or is this information not mentioned in the list of SNN shareholders valid at the reference date received from the Central Depository, the confirmation of company details/the aforementioned similar documents must serve as proof of the shareholder’s legal representative. For the Romanian State, the capacity of legal representative of the Ministry of Energy is proven by the copy of the appointment decree issued by the President of Romania (copy of the Official Gazette is has been published in or excerpt of a legislative program).

 

The documents presented in a foreign language (excepting the identity documents valid on the territory of Romania, written with Latin letters) shall be accompanied by a certified translation into the Romanian or English language. The documents proving the capacity of legal representative drafted in a foreign language, other than the English language, shall be accompanied by a translation into the Romanian or English language, performed by a certified translator. SNN shall not require the legalization or apostille of documents which prove the capacity of legal representative of the shareholder.

 

The ballots papers may be submitted as follows:

 

  1. Sent to the Company’s Registration Office through any form of courier with acknowledgment of receipt, so that they are registered as received at the Company’s Registration Office by 27.04.2026, hours 10:00, in a closed envelope, with the note legibly written in capital letters: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 29.04.2026” or

 

  1. Sent by e-mail with the extended incorporated electronic signature, in compliance with Law No. 455/2001 on electronic signature by the date of 27.04.2026 hours 10:00 to the e-mail address: aga@nuclearelectrica.ro, with the subject: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 29.04.2026”.

 

The ballot papers, that are not received at the Company’s Registration Office or by e-mail until the date and time mentioned above, shall not be taken into consideration to determine the quorum and majority in the OGMS/EGMS.

 

When filling in the special powers of attorney and Ballot Papers, please take into consideration the possibility that the OGMS/EGMS agenda may be supplemented with new items, in which case the amended agenda shall be published by 16.04.2026. In this case, the updated special powers of attorney and Ballot Papers can be obtained from the Company’s Registration Office and from the Company’s website (www.nuclearelectrica.ro) starting with the date of publication of the supplemented agenda.

 

If the agenda shall be supplemented and the shareholders do not send the up-to-dated special powers of attorney and/or ballot papers for the vote through correspondence, the special powers of attorney and ballot papers sent prior to the date the agenda has been supplemented shall be taken into account only for the items that are also to be found on the supplemented agenda.

 

Checking and validating the special powers-of-attorney submitted, as well as the certification, checking, validating and record of the votes expressed through correspondence shall be done by a commission set within the Company, the members of this commission shall keep safe the documents, and confidential the votes expressed in this way. The powers-of-attorney shall be verified also by the OGMS/EGMS secretary.

 

If the shareholder expressing his/her vote through correspondence participates personally or by a representative to the general meeting, the vote through correspondence expressed for that general meeting shall be annulled. In this case, only the vote expressed personally or by representative shall be taken into consideration.

 

If the person representing the shareholder by his/her personal presence in the general meeting is another person than the one who expressed the vote through correspondence, then, in order for his/her vote to be valid, the person shall submit in the general meeting, a written revocation of the vote expressed through correspondence, signed by the shareholder or by the representative who expressed that vote through correspondence. If the shareholder, or his/her legal representative, is present at the general meeting, this is not necessary anymore.

 

Pursuant to Article 105, paragraph (19) of Law 24/2017, if the agenda of the general meeting of shareholders includes resolutions requiring a secret ballot, the votes of shareholders attending in person or through a representative, as well as those voting by mail, shall be cast by means that do not allow disclosure of the vote except to the members of the secretariat responsible for counting the secret votes cast, and only at the time when the other votes cast in secret by the shareholders present or by the representatives of shareholders participating in the meeting are known. In the case of voting by proxy, disclosing the vote to the proxy prior to the general meeting does not constitute a violation of the requirement regarding the secrecy of the vote.

                            

CHAIRMAN OF THE BOARD OF DIRECTORS

NICOLAE LAURENTIU CAZAN