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S.N. NUCLEARELECTRICA S.A. - SNN

OGSM & EGSM resolutions for 14.09.2018

Release Date: 9/14/2018 6:30:10 PM

IRIS Code: 7CB3A

Current report according to: article 234 paragraph (1) letters a) and b) of the ASF Regulation no. 5/2018 regarding issuers and securities operations and the provisions of art. 99 of Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments

Report date: 14.09.2018

Name of issuing entity: NUCLEARELECTRICA S.A. National Company

Social headquarters: 65 Polona St., district 1, Bucharest

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

Sole Registration Code with the Trade Registry Office: 10874881

Running 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

 

Important event to be reported:

The resolutions of SNN Ordinary and Extraordinary General Meeting of Shareholders of 14.09.2018

 

Societatea Nationala SN Nuclearelectrica S.A. (“SNN”) informs the shareholders and investors that on 14.09.2018, the Ordinary and Extraordinary General Meeting of SNN Shareholders took place at Hotel Capital Plaza, Mihail Kogalniceanu room, starting with 10:00.

 

The resolutions of the Ordinary and Extraordinary General Meeting of SNN Shareholders of 14.09.2018 are attached to the current report.

 

Cosmin Ghita

 

CEO

  

 

 

 

 

Resolution number 10/14.09.2018

of the Ordinary General Meeting of Shareholders of

Societatea Nationala Nuclearelectrica S.A.

 

Headquarters: 65 Polona street, District 1, 010494 Bucharest, registered with the Bucharest Trade Register Office under the number J40/7403/1998, sole registration code: RO 10874881

 

Today, 14 September 2018, 10:00 o’clock, the shareholders of Societatea Nationala Nuclearelectrica S.A. (hereinafter called “The company” or “SNN”) met within the Ordinary General Meeting of Shareholders (OGMS) of SNN, held at Hotel Capital Plaza, Mihail Kogalniceanu Room, Bd. 54 Iancu de Hunedoara, District 1, Bucharest the OGMS was opened by the President of the meeting, Mr. Cristian GENTEA, in his capacity of representative of the President of the Board of Directors.

 

Taking into consideration:

 

· The convening notice of the OGMS, published in the Official Gazette of Romania, Part IV, number 3142 of 14.08.2018, in the,  Romania Libera newspaper, number 8193 of 14.08.2018 and on the website of the Company;

· The provisions of the effectual Articles of Incorporation of the Company;

· Legal applicable provisions;

 

The President of the meeting records at the beginning of the meeting, that the OGMS is legal and statutory, 17 shareholders are present or represented, owning a total number of 276.396.599 shares, representing 276.396.599 of the subscribed and paid up share capital, representing 91,66962 % of the total voting rights. The requirement regarding quorum is met in accordance with the provisions of article 16 of the Articles of Incorporation and of article 112, paragraph 1 of the Company Law 31/1990 (“Law number 31/1990”). The President of the meeting acknowledges that the OGMS is statutory and legally convened and that it can adopt viable resolutions regarding the items on the agenda.

 

 Following the debates, the shareholders of the Company hereby decide:

 

 

1.      The election of the Secretary of the OGMS.

 

As per the provisions of art. 129 of the Law no.31/1990, the shareholders of SNN elect as secretary of the OGMS Mr. Sorin Teodoru and the Company appoints Mrs. Cristina Bacaintan and Mr. Saida Ismail as technical secretaries of the OGMS.

 

In the presence of the shareholders representing 91,66962% of the share capital and 91,66962% of the voting rights, the current item is adopted with 275.657.399 votes, representing 99,73256 % of the total votes held by the present or represented shareholders, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The expressed vote are recorded as follows:

-                     275.657.399 votes “for”

-                                       0 votes “against”

-                           739.200 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

2.      Presentation of the Half-Year Report of the Board of Directors for the period 1 January – 30 June 2018.

 

This current item on the agenda is not subjected to the vote of the shareholders; the shareholders acknowledge the information presented by the Company with regards to this item.

 

 

3.      The approval of the date 02.10.2018 as registration date in compliance with art. 86, paragraph (1) of Law 24/2017 regarding issuers of financial instruments and market operations, namely the date serving for the identification of the shareholders who will benefit from dividends or any other rights and who will be affected by the resolutions of the OGMS. 

 

In the presence of the shareholders representing 91,66962% of the share capital and 91,66962% of the voting rights, the current item is adopted with 276.396.599 votes, representing 100% of the total votes held by the present or represented shareholders, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The expressed vote are recorded as follows:

-                     276.396.599 votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain”

-                                 0 ”unexpressed” votes

A number of 0 votes was canceled.

 

4.      The approval of the date  01.10.2018 as „ex date”, namely the date prior to the registration date on which the financial instruments which make up the object of the company’s resolutions are traded without the rights derived from the resolution, in compliance with the provisions of art. 2, paragraph (2), letter l) of Regulation no. 5/2018 regarding the issuers of financial instruments and market operations. 

 

In the presence of the shareholders representing 91,66962% of the share capital and 91,66962% of the voting rights, the current item is adopted with 276.396.599 votes, representing 100 % of the total votes held by the present or represented shareholders, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The expressed vote are recorded as follows:

-                     276.396.599 votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

 

5.      The empowerment of the President of the Board of Directors, to sign, on behalf of the shareholders, the OGMS’s Resolutions and any other documents in connection therewith, and to perform any act or comply with any formality required by law for the registration and enforcement of the OGMS’s Resolutions, including the publication and registration procedures thereof with the Trade Register Office or any other public institution. The President of the Board of Directors may delegate all or part of the powers mentioned above to anyone competent to fulfil this mandate.

 

 

In the presence of the shareholders representing 91,66962% of the share capital and 91,66962% of the voting rights, the current item is adopted with 276.396.599 votes, representing 100% of the total votes held by the present or represented shareholders, in compliance with the provision of Art. 16 of the Constitutive Act corroborated with the Art. 112, paragraph 1 of the Law No. 31/1990.

The expressed vote are recorded as follows:

-                     276.396.599 votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain”

-                               0 ”unexpressed” votes

A number of 0  votes was canceled.

 

 For PRESIDENT OF THE BOARD OF DIRECTORS

Representative Cristian GENTEA

 

 

SECRETARY OF THE MEETING

Sorin Teodoru

 

 

 

 

 

 

 

 

Resolution number 11/14.09.2018

of the Extraordinary General Meeting of Shareholders of

Societatea Nationala Nuclearelectrica S.A.

 

 

Headquarters: 65 Polona street, District 1, 010494 Bucharest, registered with the Bucharest Trade Register Office under the number J40/7403/1998, sole registration code: RO 10874881

 

Today, 14 September 2018, 11.00 o’clock, the shareholders of Societatea Nationala Nuclearelectrica S.A. (hereinafter called “The company” or “SNN”) met within the Extraordinary General Meeting of Shareholders (EGMS) of SNN, held at Hotel Capital Plaza, Mihail Kogalniceanu Room, Bd. 54 Iancu de Hunedoara, District 1, Bucharest   the EGMS was opened by the President of the meeting, Mr. Cristian GENTEA  in his capacity of representative of the President of the Board of Directors.

 

Taking into consideration:

 

· The convening notice of the EGMS, published in the Official Gazette of Romania, Part IV , number 3142 of 14.08.2018, in the Romania Libera newspaper, number 8193 of 14.08.2018 and on the website of the Company;

· The provisions of the effectual Articles of Incorporation of the Company;

· Legal applicable provisions;

 

The President of the meeting records at the beginning of the meeting, that the EGMS is legal and statutory, 17 shareholders are present or represented, owning a total number of 276.396.599 shares, representing 91,66962% of the subscribed and paid up share capital, representing 91,66962% of the total voting rights. The requirement regarding quorum is met in accordance with the provisions of article 16 of the Articles of Incorporation and of article 115, paragraph 1  of the Company Law 31/1990 (“Law number 31/1990”). The President of the meeting acknowledges that the EGMS is statutory and legally convened and that it can adopt viable resolutions regarding the items on the agenda.

 Following the debates, the shareholders of the Company hereby decide:

 

1.      Election of the Secretary of the EGMS

 

As per the provisions of art. 129 of the Law no.31/1990, the shareholders of SNN elect as secretary of the EGMS Mr. Sorin Teodoru and the Company appoints Mrs. Cristina Bacaintan and Mrs. Saida Ismail as technical secretary of the EGMS

 

In the presence of the shareholders representing 91,66962% of the share capital and 91,66962% of the voting rights, this item is adopted  with 275.657.399 votes representing 99,73256% of the total votes held by the present or represented shareholders, in compliance with the provisions under Art. 16 of the Constitutive Act corroborated with the provisions under Art. 115 paragraph 2 of the Law No. 31/1990.

The votes were recorded as follows:

-                      275.657.399 votes “for”

-                                          0 votes “against”

-                              739.200 votes “abstain

-                                      0 votes were not casted.

 

A number of 0 was annulled.

2.      The approval of the revised form of the Strategy to continue the Project with the acknowledgement of the phases unfolded thus far, including those unfolded based on the provisions of the Government Memorandum no. 20/12683/MB dated July 13, 2017 and on the provisios of the subsequent mandate granted to the SNN BoD through GMS resolution no. 6/24.08.2017, with a view to:

a)      Reorganize the negotiation/approval stages and terminate the activity of the designated commissions (the Negotiation Commission and the Interministerial Commission), the negotiations being conducted by a negotiation commission appointed by the executive management of SNN;

b)     Modify art. 8.14 in the sense that the Investors’ Agreement and Articles of Incorporation project of the JVCo will be subject to the approval of the SNN GMS within the limit of competences and attributions.

 

In the presence of the shareholders representing 91,66962%  of the share capital and 91,66962%  of the voting rights, this item is adopted  with 253.363.441 votes representing 91,66663% of the total votes held by the present or represented shareholders, in compliance with the provisions under Art. 16 of the Constitutive Act corroborated with the provisions under Art. 115 paragraph 2 of the Law No. 31/1990.

The votes were recorded as follows:

-                      253.363.441 votes “for”

-                        22.007.555 votes “against”

-                          1.025.603 votes “abstain

-                                      0 votes were not casted.

 

A number of  0 was annulled.

 

3.      The mandating of SNN BoD to establish the terms and conditions to continue the negotiations in order to allow the set up of a mixed company project (“JVCo”) with CGN as well as to implement the revised Strategy in compliance with the above mentioned item.

 

In the presence of the shareholders representing 91,66962%  of the share capital and 91,66962%  of the voting rights, this item is adopted  with 254.389.044 votes representing 92,03769% of the total votes held by the present or represented shareholders, in compliance with the provisions under Art. 16 of the Constitutive Act corroborated with the provisions under Art. 115 paragraph 2 of the Law No. 31/1990.

The votes were recorded as follows:

-                      254.389.044 votes “for”

-                        22.007.555 votes “against”

-                                      0 votes “abstain

-                                      0 votes were not casted.

-                       

A number of  0 was annuled.

 

4.      The approval of the date 02.10.2018 as registration date in compliance with art. 86, paragraph (1) of Law 24/2017 regarding issuers of financial instruments and market operations, namely the date serving for the identification of the shareholders who will benefit from dividends or any other rights and who will be affected by the resolutions of the OGMS.

 

In the presence of the shareholders representing 91,66962% of the share capital and 91,66962% of the voting rights, this item is adopted  with 276.396.599 votes representing 100% of the total votes held by the present or represented shareholders, in compliance with the provisions under Art. 16 of the Constitutive Act corroborated with the provisions under Art. 115 paragraph 2 of the Law No. 31/1990.

The votes were recorded as follows:

-                      276.396.599 votes “for”

-                                      0 votes “against”

-                                      0 votes “abstain

-                                      0 votes were not casted.

 

A number of  0 was annuled.

 

5.      The approval of the date  01.10.2018 as „ex date”, namely the date prior to the registration date on which the financial instruments which make up the object of the company’s resolutions are traded without the rights derived from the resolution in compliance with the provisions of art. 2, paragraph (2), letter l) of Regulation no. 5/2018 regarding the issuers of financial instruments and market operations.

 

In the presence of the shareholders representing 91,66962% of the share capital and 91,66962% of the voting rights, this item is adopted  with 276.396.599 votes representing 100% of the total votes held by the present or represented shareholders, in compliance with the provisions under Art. 16 of the Constitutive Act corroborated with the provisions under Art. 115 paragraph 2 of the Law No. 31/1990.

The votes were recorded as follows:

-                      276.396.599  votes “for”

-                                      0 votes “against”

-                                      0 votes “abstain

-                                      0 votes were not casted.

-                       

A number of 0 was annuled.

 

 

6.      The empowerment of the President of the Board of Directors, to sign, on behalf of the shareholders, the EGMS’s Resolutions and any other documents in connection therewith, and to perform any act or comply with any formality required by law for the registration and enforcement of the EGMS’s Resolutions, including the publication and registration procedures thereof with the Trade Register Office or any other public institution. The President of the Board of Directors may delegate all or part of the powers mentioned above to anyone competent to fulfil this mandate.

 

In the presence of the shareholders representing 91,66962% of the share capital and 91,66962% of the voting rights, this item is adopted  with 276.396.599 votes representing 100% of the total votes held by the present or represented shareholders, in compliance with the provisions under Art. 16 of the Constitutive Act corroborated with the provisions under Art. 115 paragraph 2 of the Law No. 31/1990.

The votes were recorded as follows:

-                      276.396.599  votes “for”

-                                      0 votes “against”

-                                      0 votes “abstain

-                                      0 votes were not casted.

 

A number of  0 was annuled.

 

PRESIDENT OF THE BOARD OF DIRECTORS

Iulian Robert TUDORACHE

                                                  

 

SECRETARY OF THE MEETING

Sorin Teodoru

 

 



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