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S.N. NUCLEARELECTRICA S.A. - SNN

The importance of using the correspondence ballots GMS 06.05.2021

Release Date: 4/27/2021 3:03:40 PM

IRIS Code: 0B0A8

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: 27.04.2021

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: 3.016.438.940 lei

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

 

 

To:                  Bucharest Stock Exchange

                        Financial Supervisory Authority

 

Important event to report: Importance of using the option of voting by Correspondence Ballots within the General Meeting of Shareholders in the context of the spread of coronavirus infection

 

In the context of the community spread of coronavirus and the preventive measures ordered by the Romanian Government during the state of alert, in order to protect its shareholders, SN Nuclearelectrica SA ("SNN") reiterates the importance of using with priority the exercise of the voting right by correspondence ballot for the General Meetings of Shareholders, as a protection measure for its shareholders, for the GMS convened for 06.05.2021/07.05.2021.

 

All the information and materials related to the General Meeting of Shareholders dated 06.05.2021 are public and may be accessed on the website of SNN, www.nuclearelectrica.ro, under the section Investor Relations/Information for Shareholders/GMS Info/GMS 06.05.2021. These include the convening notice, including voting methods and related materials.

 

In compliance with the provisions of HG no. 432/08.04.2021 regarding the extension of the state of alert in Romania starting with April 13th 2021 and the applicable measures for the prevention and control of the COVID-19 pandemic effects, SNN shall implement all the protection measures at the venue of the General Meeting of Shareholders, but it recommends the use of the voting by correspondence ballots method, in order to protect your health and that of SNN staff.

 

We explicitly inform you that participation in public events/meetings held in closed spaces, under the conditions currently imposed by the authorities, exposes the participants to a possible contamination with the coronavirus SAR-CoV-2, and SNN cannot be held liable for such a risk.

 

In order to facilitate access, we hereby resume the method for voting by correspondence and the related terms:

 

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 01.04.2021, 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 04.05.2021, hours 18:00, in a closed envelope, with the note legibly written in capital letters: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 06.05.2021” 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 04.05.2021 hours 18:00 to the e-mail address: aga@nuclearelectrica.ro, with the subject: “FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 06.05.2021”.

 

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 22.04.2021. 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.

 

Cosmin Ghita

CEO



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