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| October 18, 2021 |
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S.N. NUCLEARELECTRICA S.A. - SNN

The importance of using the Correspondence ballot voting method within the GMS

Release Date: 3/17/2020 12:02:17 PM

IRIS Code: 246B1

 

Current Report as per ASF Regulation no. 5/2018 regarding the issuers of financial instruments and market operations and as per the Law no.24/2017 regarding issuers of financial instruments and market operations

Reporting date: 17.03.2020

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

Registered office: Strada Polona nr. 65, Sector 1, Bucuresti

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

Sole Registration Code with the Trade Register Office: 10874881

Order number: J40/7403/1998

Subscribed and paid share capital: 3.015.138.510 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 importance of using the Correspondence ballot voting method within the General Meetings of Shareholders in the context of the spread of the coronavirus infection

 

Within the context of the spread of the coronavirus infection and the measures enforced by the Romanian Government, in order to protect its shareholders, SN Nuclearelectrica SA (“SNN”) reiterates the importance of using with priority the correspondence ballot to exercise the voting right within the General Meetings of Shareholders as a preventive protection method.

We remind the fact that SNN convened a General Meeting of Shareholders on 30.03.2020 and will convene another one at the end of March to take place in April 2020 in order to subject to the approval the financial statement for 2019, in compliance with the financial calendar of SNN published in January 2020.

The information regarding the GMS convened for 30.03.2020 is available on the website of the company, in the Investor Relations/Info for shareholders/GMS Info/GMS 30.03.2020. This information includes the convening notice, the voting methods and the related materials.

In order to facilitate access to information, we restate below the correspondence ballot voting method and the related deadlines:

 

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 EGMS, using the Ballot Papers form, for voting through correspondence. The Ballot Papers may be obtained starting with 27.02.2020, 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 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;

 

b)  for legal entity shareholders:

 

(i)  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.;

 

(ii)    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:

 

a)      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 27.03.2020, hours 16:00, in a closed envelope, with the note legibly written in capital letters:  “FOR THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 30.03.2020” or

 

b)      Sent by e-mail with the extended incorporated electronic signature, in compliance with Law No. 455/2001 on electronic signature by the date of 27.03.2020 hours 16:00 to the e-mail address: aga@nuclearelectrica.ro, with the subject: “FOR THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 30.03.2020”.

 

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 EGMS.

 

When filling in the special powers of attorney and Ballot Papers, please take into consideration the possibility that the EGMS agenda may be supplemented with new items, in which case the amended agenda shall be published by 18.03.2020 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 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.

 

We also inform the shareholders and investors that SNN prepared and implemented a Plan to ensure the continuity of activities in the context of an epidemic and established an internal working group which drafts, coordinates and implements the preventive measures and plan additional protection measures in accordance with the evolution of the situation.

The Plan to ensure the continuity is drafted in accordance with the national legislation and measures established at Government level. The Plan has been conceived to have a gradual application, from preventive hygiene measures to isolation of the essential personnel and is currently being fully applied to minimize the coronavirus contamination risk for the staff and to permanently ensure the continuation of essential operation and production activities.

To ensure the safety of the essential staff, SNN/Cernavoda NPP has initiated on 15.03.2020 the implementation of the isolation measure for the essential staff in compliance with the resolution of the National Committee for Special Emergency Situations no. 9/14.03.2020.

Currently, all the activities of SNN are carried out under normal parameters.

 

Cosmin Ghita

CEO

 

 

 



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