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 CompanySocial 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:10874881Running 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 AuthoritySignificant 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 ofEnergy, as follows:

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

  • 1.The election of the members of the Board of Directors of SN Nuclearelectrica SA by theapplication 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 theapplication 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 theapplication of the cumulative voting method.

The resolution drafts for the additional items included on the OGMS agenda are mentioned in theamendment 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

NUCLEARELECTRICA S.A.National Company

65, Polona Street, District 1, 010494, Bucharest, Romania; Phone +4021 203 82 00, Fax +4021 316 94 00;

Trade Register registration number: J40/7403/1998, Sole Registration Number: 10874881,

Subscribed and paid-up share capital: RON 3,015,138,510office@nuclearelectrica.ro,www.nuclearelectrica.ro

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, 17:00hours.

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 theagenda.

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

Government of Romania Emblem Ministry of Energy

OFFICE OF THE MINISTER 103.322/AA/12.09.2018

DJAR, D. Tudorsignature

Nuclearelectrica SA/CEO registration no.

11396/12.09.2018

To: NUCLEARELECTRICA S.A. National Company

Mr. Iulian-Robert Tudorache, Chiarman of Board of Directors

Whereas:

  • - the General Ordinary Meeting of Shareholders of Nuclearelectrica S.A. National Company was convened for 29.09.2018 at 10:00 a.m.;

  • - the documents sent to the Chairman of Nuclearelectria S.A. National Company, Nomination and Remuneration Committee, registered with the Ministry of Energy under no. 261959/DGAPSE/11.09.2018;

  • -the provisions of Art.111(2) letter b) and Art. 117˄1(1) of Companies Law no. 31/1990, asrepublished with subsequent amendments and supplements, as well as Art. 84(1) and Art. 92(3) and (5) of Law no. 24/2017 on issuers of financial instruments and market operations;

  • - the provisions of Art. 32(1) and (2) of Government Emergency Ordinance no. 109/2011 concerning the corporate governance of state-owned enterprises, as approved with supplements by Law no. 111/2016;

  • - the provisions of Art. 164, Art. 165, Art. 187 and Art. 189 of Regulation no. 5.2018 on issuers of financial instruments and market operations;

  • - the provisions of Art. 14 of Nuclearelectrica S.A. National Company's Articles of Incorporation; the Ministry of Energy, on behalf of the Romanian State in its capacity of shareholder owning 248,736,619 shares representing 82.4959% of Nuclearelectrica S.A. National Company's share capital, is forwarding to Nuclearelectrica S.A. National Company's Board of Directors the request to enter on the Agenda of the General Ordinary Shareholders Meeting convened for 28.09.2018, following Item 3 of the said Agenda as published, the items below:

  • i.The election of the members of the Board of Directors of SN Nuclearelectrica SA by theapplication of the cumulative voting method.

  • ii.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.

  • iii.The establishment of the fixed gross monthly indemnity of the administrators elected by theapplication of the cumulative voting method.

  • iv.The approval of the mandate contract form which will be concluded with the administratorselected by the application of the cumulative voting method.

  • v.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 theapplication of the cumulative voting method.

At the same time, we hereby propose the following Decision Drafts:

i.

The General Ordinary Shareholders Meeting shall approve the election of the following members of its Board of Directors, based on the application of the cumulative vote method

  • [---], [---] citizen, born in [---], on [---], with domicile in [---], identified by [---] Series [---] and no. [---], issued by [---] on [---], with Personal Numeric Code (CNP) [---] and [---] cumulated votes

202E Splaiul Independentei Street, District 6, Bucharest Tel.: 021.407.99.11, Fax: 021.316.68.03office.cabinet@energie.gov.rowww.energie.gov.ro

  • [---], [---] citizen, born in [---], on [---], with domicile in [---], identified by [---] Series [---] and no. [---], issued by [---] on [---], with Personal Numeric Code (CNP) [---] and [---] cumulated votes

  • [---], [---] citizen, born in [---], on [---], with domicile in [---], identified by [---] Series [---] and no. [---], issued by [---] on [---], with Personal Numeric Code (CNP) [---] and [---] cumulated votes

  • [---], [---] citizen, born in [---], on [---], with domicile in [---], identified by [---] Series [---] and no. [---], issued by [---] on [---], with Personal Numeric Code (CNP) [---] and [---] cumulated votes

  • [---], [---] citizen, born in [---], on [---], with domicile in [---], identified by [---] Series [---] and no. [---], issued by [---] on [---], with Personal Numeric Code (CNP) [---] and [---] cumulated votes

  • [---], [---] citizen, born in [---], on [---], with domicile in [---], identified by [---] Series [---] and no. [---], issued by [---] on [---], with Personal Numeric Code (CNP) [---] and [---] cumulated votes

  • [---], [---] citizen, born in [---], on [---], with domicile in [---], identified by [---] Series [---] and no. [---], issued by [---] on [---], with Personal Numeric Code (CNP) [---] and [---] cumulated votes

The following members of the Board of Directors shall be deemed revoked:

[---] [---] [---]

  • ……………… ..

The said persons have not been reconfirmed following the application of cumulative vote method, their mandate being consequently terminated on the date of this General Ordinary Shareholders Meeting, pursuant to the provisions of Art. 167(3) of Regulation no. 5/2018 issued by the Financial Supervisory Authority (ASF).

  • ii. The mandate term of directors elected based on the cumulative vote method shall be established to 4 (four) years

  • iii. The fixed gross monthly allowance of directors elected based on the cumulative vote method, according to the provisions of Art. 37(1) and (2) of Government Emergency Ordinance no. 109/2011 concerning the corporate governance of state-owned enterprises, as approved with supplements by Law no. 111/2016, shall be established as equal to twice the last 12 months average of monthly average gross salary received for the activity carried out as per the main object of activity registered by the company, at class rating complying with the classification of national economy activities as specified, prior to the nomination, by the National Institute of Statistics

  • iv. The form of mandate contract to be signed with the directors elected based on the cumulative vote method shall be approved as attached

  • v. The majority shareholder's representative, namely the Romanian State via the Ministry of Energy, shall be authorized to sign the mandate contracts with the members of Nuclearelectrica S.A. National Company's Board of Directors.

At the same time, we are requesting that, without limitation to such, specifications related to the shareholders' right to propose candidates for the positions of Nuclearelectrica S.A. National Company directors are included in the Convening Notice of Nuclearelectrica S.A. National Company's General Ordinary Shareholders Meeting, as follows:

  • The deadline for submission of proposals regarding the candidates for Nuclearelectrica S.A. National Company directors shall be established according to the provisions of Art. 187(8) of Regulation no. 5/2018 on the issuers of financial instruments and market operations issued by ASF;

  • The list with data on the name, residence locality and professional qualification shall be made available to the shareholders as of 17.09.2018, at 17:00 p.m. (Romania's time) at the company's Registry Office, as well as on the company's website;

  • The list will be regularly updated insofar as proposals are submitted by the entitled shareholders, at most once per day, until 21.09.2018 at 14:00 p.m. (Romania's time); the final list including all proposals for Nuclearelectrica S.A. directors shall be published on 21.09.2018 at 17:00 p.m.

  • Where the Board of Directors' members are elected based on the cumulative vote method, the directors in office until the General Ordinary Shareholders Meeting date shall be enlisted de jure on the list of candidates for the new Board of Directors.

  • Nuclearelectrica S.A. National Company shareholders shall be entitled to submit proposals of candidates for director positions as per the law and the company's Articles of Incorporation.

Such proposals shall be sent either (i) in physical form, at the company's Registry Office from the headquarters or (ii) via e-mail with integrated digital signature, as per Law no. 455/2001 on the digital signature, ataga@nuclearelectrica.roaddress in order to be received until 21.09.2018 at 14:00 p.m.

Best regards,

MINISTER OF ENERGY

Anton ANTONSignature and round seal affixed

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Societatea Nationala NuclearElectrica SA published this content on 12 September 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 12 September 2018 17:42:02 UTC