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S.N. NUCLEARELECTRICA S.A. - SNN

Completion of GSM agenda request for 28.09.2018

Release Date: 9/12/2018 6:30:10 PM

IRIS Code: AD946

 

Current report according to: article 234 paragraph (1) letter b) of the ASF Regulation no. 5/2018 on issuers and transactions with securities

Report date: 12.09.2018

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

 

 

Significant event to report:

Request from the majority shareholder, the Ministry of Energy, for the amendment of the agenda of the Ordinary General Meeting of SNN Shareholders on 28.09.2018

 

Societatea Nationala Nuclearelectrica S.A. (“SNN”) informs the shareholders and investors that, on 12.09.2018, it received a request for the amendment of the agenda of the Ordinary General Meeting of SNN Shareholders scheduled for 28.09.2018/01.10.2018 from the majority shareholder, the Ministry of Energy, as follows:

 

Request for the introduction of 5 additional items on the OGMS agenda, after item 3 on the initially published agenda:

  1. The election of the members of the Board of Directors of SN Nuclearelectrica SA by the application of the cumulative voting method.
  2. The establishment of the duration of the mandate of the administrators elected by the application of the cumulative voting method for a period of 4 (four) years.
  3. The establishment of the fixed gross monthly indemnity of the administrators elected by the application of the cumulative voting method.
  4. The approval of the mandate contract form which will be concluded with the administrators elected by the application of the cumulative voting method.
  5. The empowerment of the representative of the majority shareholder, the Romanian State through the Ministry of Energy to sign the mandate contracts with the administrators elected by the application of the cumulative voting method.

The resolution drafts for the additional items included on the OGMS agenda are mentioned in the amendment request attached to the current report.

 

We remind the fact that as per the Resolution of the Ordinary General Meeting of SNN Shareholders no. 5/25.04.2018, the initiation of the selection procedure for the members of the Board of Directors in compliance with the provisions of OUG 109/2011 as subsequently amended was approved as well as the unfolding of the procedure by the Board of Directors. In compliance with the applicable legislation, the Nomination and Remuneration Committee within SNN BoD, assisted by an independent expert, carried out the selection procedure and sent to the Ministry of Energy on 11.09.2018 the report regarding the final appointments, in order for the Ministry to empower its representatives in the GMS to make proposals for the members of the Board of Directors. The request for the amendment of the SNN GMS agenda of 28.09.2018 is issued by the Ministry of Energy in the context of receiving the documents related to this stage of the selection procedure performed in compliance with OUG 109/2011.

 

Considering the fact that the OGMS agenda was supplemented with an item regarding the election of members of the Board of Directors, in compliance with the applicable legislation, SNN shareholders will be able to make written candidate proposals for the positions of member of the Board of Directors.

The list comprising information about the name, residence and professional  qualification of the persons proposed for the position of members of the BoD will be at the disposal of the shareholders starting with 17.09.2018, 17:00 hours (Romania time) at SNN registration desk as well as on the company’s website in the Investor Relations section/GMS related information/28.09.2018. The list will be updated periodically, as candidate proposals are received from the shareholders, until 21.09.2018, 14:00 hours. The final list with all the proposals for the positions of SNN administrator will be published in 21.09.2018, 17:00 hours.

The shareholders who wish to make proposals for the position of SNN administrator must comply with the identification requirements mentioned in the GMS convening notice applicable for amending the agenda.

The candidates proposed by the shareholders for the position of administrator will be included in the voting ballots in alphabetical order of the name. The amended special powers of attorney and the voting ballots with the proposals made by the shareholders will be at the disposal of the shareholders starting with 21.09.2018, 17:00 hours (Romania time) at SNN headquarters and on the company’s website in the Investor Relations section/GMS related information/28.09.2018, after the completion of the deadline for the proposals for administrators and the inclusion of the proposals on the voting ballots.

 

Considering the fact that the Ministry of Energy fulfils the conditions provided by art. 1171 , paragraph (1) of the companies’ Law no. 31/1990, corroborated with the provisions of art. 92 paragraph (3) of the Law no. 24/2017 regarding issuers of financial instruments and market operations and those of art. 14 of the SNN Articles of Incorporation, as well as the fact that the deadline for the amendment of the agenda for the Ordinary General Meeting of Shareholders scheduled for 28.09.2018/01.10.2018 was 12.09.2018, SNN will take the necessary action to publish the amended convening notice in the Official Gazette of Romania and in a national newspaper on 17.09.2018, subsequent to the approval of the amended convening notice by SNN Board of Directors.

 

CEO

 

Cosmin Ghita

 

 

 

 

 

 



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