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S.N. NUCLEARELECTRICA S.A. - SNN

Completion of GSM agenda request 05.04.2021

Release Date: 3/18/2021 5:30:04 PM

IRIS Code: 4ACF1

Current report in compliance with art. 234 paragraph (1) letter b) of the ASF Regulation no. 5/2018 regarding the issuers of financial instruments and market operations.
Reporting date: 18.03.2021
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 be reported: The request of the majority shareholder, the Ministry of Energy, for the amendment of the agenda of the Ordinary and Extraordinary General Meeting of SNN shareholders convened for 05.04.2021/06.04.2021
 
Societatea Nationala Nuclearelectrica S.A. (“SNN”) informs its shareholders and investors that, on 18.03.2021, it received a request to amend the agenda of the Extraordinary General Meeting of SNN Shareholders scheduled for 05.04.2021/06.04.2021 from the majority shareholder, the Ministry of Energy, as follows:
 
Request to introduce the following items on the agenda of the Extraordinary General Meeting of Shareholders convened for 05.04.2021:
I. The approval of setting up a wholly owned subsidiary of SNN, as sole associate, under the following conditions:
• Legal form: limited liability company, having Societatea Nationala Nuclearelectrica SA as sole associate
• The scope of activity of the subsidiary will include: CAEN Code 2446 – Processing of Nuclear Fuels; The main and secondary scopes of activity will be provided in the Articles of Incorporation which is approved by the Board of Directors of SNN;
• The headquarters is in Feldioara/Brasov; the exact address will be provided in the Articles of Incorporation;
• Duration of the subsidiary: unlimited;
• The company will be managed by a Board of Directors formed of 5 members, appointed by the Board of Directors of SNN; The Articles of Incorporation will include their identification data, the powers that they have been conveyed as well as whether they will exercise them jointly or separately;
• The duration of the mandate of the Board of Directors: 4 years;
• The share capital of the Subsidiary at the moment of establishment is of 200 lei, fully subscribed in cash by SNN. SNN has the right to finance the new company by contracting associate loans.
II. The empowerment of the Board of Directors of SNN to fulfill all the formalities related to the  establishment of the new Subsidiary, including – without being limited to – the following: establishment of the social headquarters of the Subsidiary, selection of the name of the Subsidiary, verification of the availability and reservation of the name of the Subsidiary, drafting and approving of the Articles of Incorporation of the Subsidiary, in compliance with the legal requirements, appointment of the members of the Board of Directors, appointment of the auditor/censors, undertaking all the necessary operations/formalities for the subscription of the share capital (including opening the bank account, making the subscription etc), signing any statement required by the law in the capacity of sole associate of the subsidiary (for example, the statement regarding non-overlapping of the headquarters, the statement regarding the fulfillment, by SNN, of all the requirements necessary under applicable legal obligations for ownership and exercising  of the capacity of sole associate of the subsidiary, etc.), paying all the taxes and tariffs related to the establishment of the new subsidiary, contracting of notary services and legal representation services, if necessary, needed for the establishment of the new Subsidiary and, in general, performing any operation and signing any document related to the setting up of the Subsidiary.
 
The request of the Ministry of Energy falls under the provisions of art. 1171 paragraph (1) of the Companies’ Law no. 31/1990 republished, with subsequent amendments, corroborated with the provisions of art. 189 of the ASF Regulation no. 5/2018 regarding issuers of financial instruments and market operations, those of art. 92, paragraph (3) of the Law no. 24/2017 regarding issuers of financial instruments and market operations and those of the art. 14 of the company’s Articles of Incorporations and is registered at SNN under the number 3279/18.03.2021, in his capacity of majority shareholder which owns more than 5% of the share capital of the company, regarding the introduction of additional items on the agenda of the Extraordinary General Meeting of Shareholders of 05.04.2021/06.04.2021, namely items 2 and 3.
 
 
Cosmin Ghita
Chief Executive Officer


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