S N Nuclearelectrica S A : Notice of O&EGSM 23(24).02.2022

Current report according to: article 234 paragraph (1) letter a) of the ASF Regulation o no. 5/2018 on issuers of securities and market operations and the provisions of art. 99 of Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments and ASF Regulation no. 5/2020

Reporting date: 18.01.2021

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

Significant event to report: Decision of the Board of Directors on the Convocation of the Ordinary and Extraordinary General Meeting of Shareholders of SNN set for 23.02.2022/24.02.2022

Nuclearelectrica S.A. National Company ("SNN") is hereby notifying the shareholders that, on 18.01.2022, the Board of Directors of SNN approved the summoning of the Ordinary and Extraordinary General Meeting of the Shareholders for 23.02.2022, starting from 10:00 for the OGMS and 10:30 for the EGMS, at Societatea Nationala Nuclearelectrica S.A. headquarters,

Polona Street, no. 65, District 1, Bucharest.

In the case of the non-meeting of the quorum for the OGMS/EGMS from 23.02.2022, the second convening of the OGMS/EGMS will take place on 24.02.2022 at Societatea Nationala Nuclearelectrica S.A. headquarters, Polona Street, no. 65, District 1, Bucharest.

The convening notice may be found in Annex 1 to this Report.

The information materials related to the points included on the agenda shall be available for consultation on the company's website (www.nuclearelectrica.ro) starting as of 20.01.2022, hour 18:00.

Cosmin Ghita

Chief Executive Officer

Societatea Nationala NUCLEARELECTRICA S.A.

65 Polona Street, District 1, 010494, Bucharest, Romania; Tel [phone], Fax [phone];

Trade Registry number: J40/7403/1998, Sole registration code: 10874881,

Paid and subscribed capital: 3.016.438.940 lei.

[e-mail],www.nuclearelectrica.ro

CONVENING NOTICE FOR THE ORDINARY AND EXTRAORDINARY GENERAL

MEETING OF THE SHAREHOLDERS OF SOCIETATEA NAȚIONALĂ

NUCLEARELECTRICA S.A.

The Board of Directors of Societatea Națională Nuclearelectrica S.A. (hereinafter called "SNN" or the "Company") a national joint-stock company, managed according to a unitary system, established and operating in compliance with the Romanian laws, registered with the Trade Register Office attached to the Bucharest Court under number J40/7403/1998, Tax Identification Number RO 10874881, with registered office in 65 Polona Street, District 1, Bucharest, having a subscribed and paid-up share capital amounting to Lei 3,016,438,940.

Whereas

• Provisions of art. 13 and art. 14 of the Company's Articles of Incorporation, in force (the "Articles of Incorporation");
• Provisions of Law no. 31/1990 on trading companies, republished, as subsequently amended and supplemented;
• Government Emergency Ordinance no. 109/2011 regarding corporate governance of the public institutions, as further amended and supplemented;
• Provisions of Law no. 24/2017 on the issuers of financial instruments and market operations, republished
• Provisions of the ASF Regulation no. 5/2018 on the issuers of financial instruments and market operations;
• Provisions of Regulation no. 10/2017 on central storage issued in application of Regulation (EU) no. Regulation (EC) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving the settlement of securities in the European Union and on the central depository of securities and amending Directives 98/26 / EC and 2014/65 / EU and Regulation (EU) no. 236/2012
• The provisions of Regulation 1212/03 September 2018 establishing the minimum requirements for the implementation of Directive 2007/36 / EC of the European Parliament and of the Council regarding the identification of shareholders, the transmission of information and the facilitation of the exercise of shareholders' rights.

Convokes

I. The Ordinary General Meeting of the Shareholders of Societatea Națională Nuclearelectrica S.A. for 23.02.2022, hours 10:00 (Romania's time), at Societatea

Nationala Nuclearelectrica S.A. headquarters, Polona Street, no. 65, District 1, Bucharest.

1. The Extraordinary General Meeting of the Shareholders of Societatea Națională Nuclearelectrica S.A. for 23.02.2022, hours 10:30 (Romania's time), at Societatea
   Nationala Nuclearelectrica S.A. headquarters, Polona Street, no. 65, District 1, Bucharest.

Societatea Nationala NUCLEARELECTRICA S.A.

65 Polona Street, District 1, 010494, Bucharest, Romania; Tel [phone], Fax [phone];

Trade Registry number: J40/7403/1998, Sole registration code: 10874881,

Paid and subscribed capital: 3.016.438.940 lei.

[e-mail],www.nuclearelectrica.ro

Only the persons registered as shareholders of SNN on the date of 11.02.2022 ("Reference Date") in the shareholder register issued by Depozitarul Central S.A. are entitled to attend and vote within the OGMS/EGMS.

The Agenda of the Ordinary General Meeting of Shareholders is as follows:

1. Election of the Secretary of the Ordinary General Meeting of Shareholders.
2. The approval of the Revenue and Expenses Budget for 2022.
3. Approval of date 17.03.2022 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.
4. Approval of date 16.03.2022 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.
5. 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.

The Agenda of the Extraordinary General Meeting of Shareholders is as follows:

1. Election of the Secretary of the Extraordinary General Meeting of Shareholders.
2. Approval of the Investment Decision regarding the Refurbishment Project of Unit 1 Cernavoda NPP based on the Feasibility Study under the conditions established in the Note presented to the shareholders.
3. Approval of date 17.03.2022 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.
4. Approval of date 16.03.2022 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.
5. 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.

Societatea Nationala NUCLEARELECTRICA S.A.

65 Polona Street, District 1, 010494, Bucharest, Romania; Tel [phone], Fax [phone];

Trade Registry number: J40/7403/1998, Sole registration code: 10874881,

Paid and subscribed capital: 3.016.438.940 lei.

[e-mail],www.nuclearelectrica.ro

In the event that the legal conditions for holding the OGMS/EGMS on the date of the first calling are not met, a new OGMS/EGMS, as appropriate, shall be convened for the date of 24.02.2022, hours 10.00 for the OGMS and 10:30 for the EGMS, having the same agenda. In the event of a new calling, the reference date set for the identification of the shareholders entitled to attend and vote within the OGMS/EGMS is the same. The second convocation of the OGMS/EGMS will take place at Societatea Nationala Nuclearelectrica S.A. headquarters, Polona Street, no. 65, District 1, Bucharest.

The right to introduce new items on the agenda. The right to present draft resolutions for the items included or proposed to be included on the meeting's agenda.

According to the provisions of art. 105, par. (3) and (5) of Law no. 24/2017, art. 1171, par. (1) of Law no. 31/1990, of art. 189 of the ASF Regulation no. 5/2018, as well as of art. 14 of the company's Articles of Incorporation, one or more shareholders, representing individually or together at least 5% of the Company's share capital, may request, by a petition addressed to the Company's Board of Directors, the introduction of some additional points on the OGMS/EGMS agenda, under the condition that each point is accompanied by a justification or by a resolution draft proposed to be adopted by the general meeting; and present resolution drafts for the points included or proposed to be included on the agenda of the general meeting.

The proposals regarding the introduction of additional points on the OGMS/EGMS agenda and/or the presentation of resolution drafts for the included points or for the points proposed to be included on the OGMS/EGMS agenda must meet the following cumulative conditions:

1. In case of individual shareholders, thy shall be accompanied by the copies of the shareholders IDs (the IDs presented by the shareholders must make possible their identification in the shareholders register of SNN, held by SC Depozitarul Central S.A.), and in case of legal entity shareholders they shall be accompanied by:

• the Confirmation of Company Details, in original or a true certified copy, issued by the Trade Register or by 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 SNN shareholders' register kept by SC Depozitarul Central S.A.;
• the capacity of legal representative shall be established based on the list of SNN shareholders (register of 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.
• the documents proving the capacity of legal representative drafted in a foreign language,

Societatea Nationala NUCLEARELECTRICA S.A.

65 Polona Street, District 1, 010494, Bucharest, Romania; Tel [phone], Fax [phone];

Trade Registry number: J40/7403/1998, Sole registration code: 10874881,

Paid and subscribed capital: 3.016.438.940 lei.

[e-mail],www.nuclearelectrica.ro

other than the English language, shall be accompanied by a translation into the Romanian or English language, performed by a certified translator. SNN will not require the legalization or apostille of documents which prove the capacity of legal representative of the shareholder.

1. To be accompanied by a justification and/or a resolution draft proposed to be adopted;
2. To contain prescriptions regarding the attributions of the assembly;
3. To be 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 04.02.2022, hours 16:00, in a closed envelope, with the note legibly written in capital letters: "FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 23.02.2022"; the proposals may be sent by e-mail with the extended incorporated electronic signature in compliance with Law No. 455/2001 on electronic signature by the date of 04.02.2022 hours 16:00 to the e-mail address [e-mail], with the subject: "FOR THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 23.02.2022"

In order to identify and prove the shareholder capacity of a person who makes proposals for supplementing the agenda (or who asks questions in compliance with art. 198 of the ASF Regulation no. 5/2018), SNN may ask from that person the bank account statement issued by the Central Depositary, out of which result his shareholder capacity and the number of shares he owns.

The supplemented agenda will be published by the Company by 10.02.2022.

Information materials and questions referring to the agenda

Starting with the date of 20.01.2021 hours 18.00, all the information materials related to issues included on the agenda, the draft resolutions proposed to be adopted by the general meetings and the rules and regulations regarding the organization and development of the general meetings (which include the voting procedure based on representative and the procedure allowing the vote by correspondence) shall be available on business days at the Company's headquarters, in 65 Polona Street, District 1, Bucharest, at the Company's Registration Office between 08:30 and 16:30, as well as on the Company's website (www.nuclearelectrica.ro). The Company's shareholders may obtain, upon request, copies of the documents referring to issues included on the agenda of the OGMS/EGMS.

The Company's shareholders, regardless of their interests in the share capital, may ask questions, in writing, regarding the items on the agenda of the OGMS/EGMS.

The identification requests aforementioned in the chapter regarding the supplementation of the agenda are applicable also for the individual shareholder and/or for the legal representative of the corporate shareholder who asks questions regarding the points on the GMS agenda.

Societatea Nationala NUCLEARELECTRICA S.A.

65 Polona Street, District 1, 010494, Bucharest, Romania; Tel [phone], Fax [phone];

Trade Registry number: J40/7403/1998, Sole registration code: 10874881,

Paid and subscribed capital: 3.016.438.940 lei.

[e-mail],www.nuclearelectrica.ro