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S.N. NUCLEARELECTRICA S.A. - SNN

OGSM & EGSM resolutions 22.09.2022

Release Date: 9/22/2022 2:28:13 PM

IRIS Code: D02B0

 

Current report in compliance with art. 234 paragraph (1), letter c) of ASF Regulation no. 5/2018 regarding issuers of financial instruments and market operations and art. 99 of BVB Code, Title II, Issuers and Financial Instruments.  

 

Reporting date: 22.09.2022

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 be reported:

The Resolutions of the Ordinary and Extraordinary General Meeting of Shareholders dated 22.09.2022

Societatea Nationala Nuclearelectrica S.A. (“SNN”) informs its shareholders and investors that the Ordinary and Extraordinary General Meeting of Shareholders took place at Hotel Capital Plaza, Ion Mincu Room, Iancu de Hunedoara Av, no. 54, District 1, Bucharest, on 22.09.2022, at 10:00 o’clock for the OGMS and 11:00 for the EGMS. 

 

The resolutions adopted by the Ordinary and Extraordinary General Meeting of Shareholders dated 22.09.2022 are appendix to this current report.

 

Cosmin Ghita

 

Chief Executive Officer

                                                   

                                                                                                                                                                  Resolution number 8/22.09.2022

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, 22.09.2022, 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, Ion Mincu Room, Iancu de Hunedoara Av, no. 54, District 1, Bucharest the OGMS was opened by the President of the meeting, Mr. Teodor Minodor Chirica, in his capacity of Chairman of the Board of Directors.

 

 

Taking into consideration:

 

·         The convening notice of the OGMS, published in the Official Gazette of Romania, Part IV, number 3550 of 22.08.2022, in the, “Romania Libera” newspaper, number 9195 of 22.08.2022 and on the website of the Company;

·         The amended convening notice of the OGMS, published in the Official Gazette of Romania, Part IV, number 3281 of 09.09.2022, in the, “Libertatea” newspaper, number 10762 of 10.09.2022 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, 36 shareholders are present or represented, owning a total number of 270.549.448 shares, representing 89,69167% of the subscribed and paid up share capital, representing 89,69167% 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 Ms. Daniela Stefan and the Company appoints Ms. Saida Musledin and Ms. Cristina Bacaintan as technical secretary of the OGMS.

 

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights, the current item is adopted with 270.549.448 votes, representing 100% of the validly casted votes, 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 casted votes were recorded as follows:

-                     270.549.448 votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

 

2.      Approval of the Implementation Strategy for the NuScale Small Modular Reactor (SMR) Project at the Doicesti site.

 

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights, the current item is adopted with 254.827.508 votes, representing 94,18888% of the validly casted votes, 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 casted votes were recorded as follows:

-                     254.827.508 votes “for”

-                     15.721.940 votes “against”

-                                       0 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

3.     Approval of the profile of the Board of Directors and the profile of the candidate for the position of member of the Board of Directors according to the provisions of GEO no. 109/2011 on corporate governance of public companies.

 

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights the current item is adopted with 270.170.974 votes, representing 99,86011% of the validly casted votes, 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 casted votes were recorded as follows:

-                     270.170.974 votes “for”

-                              378.474 votes “against”

-                                         0 votes “abstain”

-                                         0 ”unexpressed” votes

A number of 0 votes was canceled.

 

 

    4.   Approval of the Half-Yearly Report of the Board of Directors for the first semester of 2022.

 

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights, the current item is adopted with 270.549.448 votes, representing 100% of the validly casted votes, 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 casted votes were recorded as follows:

-                     270.549.448 votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

 

    5.   Approval of date 13.10.2022 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.

 

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights, the current item is adopted with 270.549.448 votes, representing 100% of the validly casted votes, 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 casted votes were recorded as follows:

-                     270.549.448 votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

 

   6. Approval of date 12.10.2022 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.

 

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights, the current item is adopted with 270.549.448 votes, representing 100% of the validly casted votes, 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 casted votes were recorded as follows:

-                     270.549.448 votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

 

 

   7.   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.

 

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights, the current item is adopted with 270.549.448 votes, representing 100% of the validly casted votes, 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 casted votes were recorded as follows:

-                     270.549.448 votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain”

-                                       0 ”unexpressed” votes

A number of 0 votes was canceled.

         

                                                                                                                             CHAIRMAN OF THE BOARD OF DIRECTORS

TEODOR MINODOR CHIRICA

SECRETARY OF THE MEETING

DANIELA STEFAN

 

                                                                                                                                              Resolution number 9/ 22.09.2022

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, 22.09.2022, 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 at Hotel Capital Plaza, Ion Mincu Room, Iancu de Hunedoara Av, no. 54, District 1, Bucharest the EGMS was opened by the President of the meeting, Mr. Teodor Minodor Chirica in his capacity of Chairman of the Board of Directors.

Taking into consideration:

·         The convening notice of the EGMS, published in the Official Gazette of Romania, Part IV, number 3550 of 22.08.2022, in the, “Romania Libera” newspaper, number 9195 of 22.08.2022 and on the website of the Company;

·         The amended convening notice of the EGMS, published in the Official Gazette of Romania, Part IV, number 3281 of 09.09.2022, in the, “Libertatea” newspaper, number 10762 of 10.09.2022 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, 36 shareholders are present or represented, owning a total number of 270.549.448 shares, representing 89,69167% of the subscribed and paid up share capital, representing 89,69167% 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 Ms. Daniela Stefan and the Company appoints Ms. Saida Musledin and Ms. Cristina Bacaintan as technical secretary of the EGMS.

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights, this item is adopted with 270.549.448 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:

-                      270.549.448 votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain

-                                       0 votes were not casted.

A number of 0 was annuled.

   2.Approval of the Investors' Agreement in connection with the establishment of a new legal entity, organized as a joint-stock company, with the objective of developing the NuScale Small Modular Reactor (SMR) Project on the Doicesti site.

 

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights, this item is adopted with 254.482.767 votes representing 94,06146% 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:

-                      254.482.767 votes “for”

-                        15.721.940 votes “against”

-                              344.741 votes “abstain

-                                       0 votes were not casted.

A number of 0 was annuled.

   3.   Approval of the participation of the National Company "Nuclearelectrica" S.A. in the establishment of a new legal entity, organized as a joint stock company, in accordance with the provisions of the Investors' Agreement and under the conditions described in the Note presented to the shareholders.

 

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights, this item is adopted with 254.482.767 votes representing 94,06146% 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:

-                      254.482.767 votes “for”

-                         15.721.940 votes “against”

-                              344.741 votes “abstain

-                                       0 votes were not casted.

A number of 0 was annuled.

 

    4.   Approval of the mandate of the General Manager of Societatea Nationala "Nuclearelectrica" S.A. to sign the Investors' Agreement and the Articles of Incorporation of the newly established company, in the name and on behalf of Societatea Nationala "Nuclearelectrica" S.A.

 

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights, this item is adopted with 254.482.767 votes representing 94,06146% 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:

-                      254.482.767 votes “for”

-                        15.721.940 votes “against”

-                              344.741 votes “abstain

-                                       0 votes were not casted.

A number of 0 was annuled.

 

   5.Approval of the mandate of the General Manager of Societatea Nationala "Nuclearelectrica" S.A., with the possibility of transferring the mandate, to initiate and carry out the necessary steps for the registration of the project company, including signing any document in connection with the registration of the project company with the Trade Register.

 

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights, this item is adopted with 254.482.767 votes representing 94,06146% 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:

-                      254.482.767 votes “for”

-                         15.721.940 votes “against”

-                               344.741 votes “abstain

-                                       0 votes were not casted.

 

A number of  0 was annuled.

   6.   Approval of the mandate of the Board of Directors of SN Nuclearelectrica SA to analyze the provisions of Articles of Incorporation of SNN and to submit for approval of the Extraordinary General Meeting the proposals for amending the Articles of Incorporation of the Company.

 

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights, this item is adopted with 256.928.512 votes representing 94,96545% 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:

-                      256.928.512 votes “for”

-                        13.276.195 votes “against”

-                              344.741 votes “abstain

-                                      0 votes were not casted.

A number of 0 was annuled.

    7.   Approval of date 13.10.2022 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.

 

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights, this item is adopted with 270.549.448 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:

-                      270.549.448 votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain

-                                       0 votes were not casted.

A number of 0 was annuled.

   8.Approval of date 12.10.2022 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.

 

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights, this item is adopted with 270.549.448 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:

-                      270.549.448 votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain

-                                       0 votes were not casted.

A number of 0 was annuled.

   9. 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.

 

In the presence of the shareholders representing 89,69167% of the share capital and 89,69167% of the voting rights, this item is adopted with 270.549.448 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:

-                      270.549.448 votes “for”

-                                       0 votes “against”

-                                       0 votes “abstain

-                                       0 votes were not casted.

A number of 0 was annuled.

          CHAIRMAN OF THE BOARD OF DIRECTORS

                                              TEODOR MINODOR CHIRICA

SECRETARY OF THE MEETING

DANIELA STEFAN

                       

 



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