Last checked at 18 Aug 2023 15:44
To: Bucharest Stock Exchange Financial Supervisory Authority London Stock Exchange
Current report according to Article 234 para. (1) letter d) and e) of the Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations, as well as the provisions of Article 99 letter a) of the Code of the Bucharest Stock Exchange, Title II, Issuers and Financial Instruments
Important events to be reported: Shareholders' resolution (full text) approved by the Ordinary General Shareholders' Meeting of Fondul Proprietatea SA held on 18 August 2023
Franklin Templeton International Services S.À R.L, as alternative investment fund manager and sole director of Fondul Proprietatea SA ("Fondul Proprietatea / the Company / the Fund"), hereby publishes the Shareholders resolution (full text) approved by the Ordinary General Meeting of Shareholders of Fondul Proprietatea on 18 August 2023.
Franklin Templeton International Services S.À R.L. in its capacity of alternative investment fund manager and sole director of FONDUL PROPRIETATEA S.A.
Johan MEYER Permanent Representative | Report date: 18 August 2023
Name of the issuing entity: Fondul Proprietatea S.A.
Registered office: 76-80 Buzesti Street 7th floor, 1st district, Bucharest, 011017
Phone/fax number: Tel.: + 40 21 200 96 00 Fax: +40 31 630 00 48
Email: office@fondulproprietatea.ro
Internet: www.fondulproprietatea.ro
Sole Registration Code with the Trade Register Office: 18253260
Order number in the Trade Register: J40/21901/2005
Subscribed and paid-up share capital: RON 3,233,269,110.76
Number of shares in issue and paid-up: 6,217,825,213
Regulated market on which the issued securities are traded: Shares on Bucharest Stock Exchange GDRs on London Stock Exchange
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Resolution no. 5 / 18 August 2023
of the Shareholders' Ordinary General Meeting of
FONDUL PROPRIETATEA S.A.
Headquarters: 76-80 Buzești Street, 7th floor, 1st district, Bucharest, Romania,
Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 18 August 2023, 11:00 AM (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the Shareholders' Ordinary General Meeting ("OGM") of the Fund, at its first summoning, at "Radisson Blu" Hotel, 63-81 Calea Victoriei Street, Atlas I Room, 1st District, Bucharest, 010065, Romania, the OGM being opened by its Chairman, namely Mr. Johan MEYER, in his capacity of permanent representative of Franklin Templeton International Services S.À R.L., a société à responsabilité limitée qualifying as an alternative investment fund manager under article 5 of the Luxembourg law of 12 July 2013 on alternative investment fund managers, authorized by the Commission de Surveillance du Secteur Financier under no. A00000154/21 November 2013, whose registered office is located at 8a, rue Albert Borschette, L-1246 Luxembourg, registered with the Luxembourg register of commerce and companies under number B36.979, registered with the Romanian Financial Supervisory Authority under number PJM07.1AFIASMDLUX0037/10 March 2016, in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Sole Director").
Whereas:
§ The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 12 July 2023 and in the Official Gazette of Romania, Part IV, number 3142 of 14 July 2023 and in "Adevărul" newspaper number 621 of 14 - 16 July 2023 and republished with a supplementation on the Fund's website on 1 August 2023 and in the Official Gazette of Romania, Part IV, number 3445 of 2 August 2023 and in "Adevărul" newspaper number 8983 of 2 August 2023;
§ The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations (Companies' Law no. 31/1990);
§ The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
§ The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts;
§ The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations (Issuers' Law);
§ The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations (Regulation no. 5/2018);
§ The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation (Law no. 243/2019);
§ The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds (Regulation no. 7/2020);
§ The provisions of COMMISSION IMPLEMENTING REGULATION (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights (CE Regulation 1212/2018),
it is necessary to have a number of shareholders holding 25% of the total voting shares in order to meet the quorum conditions, in the present OGM, manifesting their vote 121 of shareholders, which represents a number of 3,148,080,864 voting rights (i.e. 58.7007% of the total voting rights at the reference date 3 August 2023, i.e. 5,362,940,261; i.e. 50.6299% of the total number of shares in issue at the reference date 3 August 2023, i.e. 6,217,825,213),
there are met the quorum for holding this meeting and the majority for shareholders to decide legally, under the legally required majority (according to art. 112 paragraph (1) of the Companies' Law no. 31/1990 and art. 14 I paragraph (1) of the Fund's Constitutive Act).
Following debates, the Fund's shareholders decide as follows.
I. Approves the payment of a special dividend in gross amount of RON 1.7225 per share resulting from collections, amounting to RON 9,281,212,040 resulting from the initial public offer of shares held by Fondul Proprietatea in SPEEH Hidroelectrica S.A. The distribution of collections resulting from the sale of SPEEH Hidroelectrica S.A. shares as special dividends was approved during the Extraordinary General Meeting of Shareholders of Fondul Proprietatea, according to Decision no. 3/15.11.2022, item I.
(Item added on the agenda at the request of the shareholder Ministry of Finance)
This item is approved with 2,861,744,429 votes, representing 90.8999% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 2,861,744,429 votes "for";
- 192,313,496 votes "against";
- 94,122,689 abstentions;
- 55,027 votes "not given";
- 666,306 votes annulled from correspondence;
- no votes annulled in the OGM meeting.
II. The approval of:
(a) The date of 7 September 2023 as the Ex - Date, in accordance with Article 176 paragraph (1), computed with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018;
The date of 8 September 2023 as the Registration Date, in accordance with Article 176 paragraph (1) of Regulation no. 5/2018, computed with the provisions of Article 87 paragraph (1) of Issuers' Law; and of
The date of 29 September 2023 as the Payment Date, in accordance with Article 178 paragraph (2) of Regulation no. 5/2018, computed with the provisions of Article 87 paragraph (2) of Issuers' Law.
As they are not applicable to this OGM, the shareholders do not decide on the other aspects provided by Article 176 paragraph (1) of Regulation no. 5/2018 such as date of the guaranteed participation.
(b) The empowerment, with authority to be substituted, of Johan Meyer to sign the shareholders' resolutions, as well as any other documents in connection therewith, and to carry out all procedures and formalities set out by law for the purpose of implementing the shareholders' resolution, including formalities for publication and registration thereof with the Trade Registry or with any other public institution.
This item is approved with 2,939,605,347 votes, representing 93.3731 % of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 2,939,605,347 votes "for";
- 192,301,796 votes "against";
- 16,287,238 abstentions;
- 41,265 votes "not given";
- 666,306 votes annulled from correspondence;
- no votes annulled in the OGM meeting.
This OGM Resolution no. 5 is drafted on behalf of the shareholders today, 18 August 2023, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Mihai CHIȘU
Meeting secretary
_______________________
Radu ROPOTĂ
Technical secretary