Last checked at 24 Mar 2021 13:51
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' resolutions (full text) approved by the Ordinary General Shareholders' Meeting of Fondul Proprietatea SA held on 24 March 2021
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 resolutions (full text) taken today, 24 March 2021, by the Fund's Ordinary General Shareholders Meeting. 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: 24 March 2021
Name of the issuing entity: Fondul Proprietatea S.A.
Registered office: 78-80 Buzesti Street 7th floor, district 1, Bucharest, 011017
Phone/fax number: Tel.: + 40 21 200 9600 Fax: + 40 21 200 9631
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 share capital: RON 3,749,282,292.08
Paid-up share capital: RON 3,560,099,870.08
Number of shares in issue: 7,210,158,254
Number of paid shares: 6,846,345,904
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. 1 / 24 March 2021
of the Shareholders' Ordinary General Meeting of
FONDUL PROPRIETATEA S.A.
Headquarters: 78-80 Buzești Street, 7th floor, sector 1, Bucharest, Romania,
Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 24 March 2021, 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 "ATHÉNÉE PALACE HILTON BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1, Bucharest, 010292, Romania, the OGM being opened by its Chairperson, 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 2 February 2021, in the Official Gazette of Romania, Part IV, number 484 of 4 February 2021 and in "Adevărul" newspaper number 8475 of 4 February 2021;
§ The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations (Companies' Law no. 31/1990);
§ The provisions of Article 21 of CNVM Regulation no. 4/2010 on the registration with CNVM and the operation of the company "Fondul Proprietatea" S.A., as well as on trading the shares issued by this company;
§ 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 OGMS, manifesting their vote 49 of shareholders, which represents a number of 3,420,823,968 voting rights (i.e. 57.1137% of the total voting rights at the reference date 26 February 2021, i.e. 5,989,503,106),
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).
Thus, it was decided as follows:
I. The appointment of Mr. Nicholas Paris as member of the Board of Nominees the expiration of the mandate of Mr. Julian Healy on 5 April 2021; the mandate of the new member is valid for a period of three (3) years and shall produce its effects starting with the acceptance date.
This item is adopted by secret vote with 2,757,516,638 votes, representing 80.609% of the validly casted votes, 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 casted votes were recorded as follows: 2,757,516,638 votes "for" and 32,277,649 votes "against". There were also registered: 483,488,264 abstains, 18,618,306 annuled votes and 147,541,417 votes "not given".
II. The approval of:
(a) The date of 12 April 2021 as the Ex - Date, in accordance with Article 176 paragraph (1) of Regulation no. 5/2018, computed with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018; and of
The date of 13 April 2021 as the Registration Date, in accordance with Article 176 paragraph (1) of Regulation no. 5/2018, computed with the provisions of Article 86 paragraph (1) 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 and the payment date.
(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' resolutions, including formalities for publication and registration thereof with the Trade Registry or with any other public institution.
This item is adopted with 3,413,502,968 votes, representing 99.786% of the validly casted votes, 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 casted votes were recorded as follows: 3,413,502,968 votes "for" and no vote "against". There were also registered: 7,321,000 abstains, 18,618,306 annuled votes and no votes "not given".
This OGM decision no. 1 is drafted on behalf of the shareholders today, 24 March 2021, in 3 original counterparts by:
_______________________
Johan MEYER
Chairperson
_______________________
Valeria NISTOR
Technical secretary
Resolution no. 2 / 24 March 2021
of the Shareholders' Ordinary General Meeting of
FONDUL PROPRIETATEA S.A.
Headquarters: 78-80 Buzești Street, 7th floor, sector 1, Bucharest, Romania,
Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 24 March 2021, 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 "ATHÉNÉE PALACE HILTON BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1, Bucharest, 010292, Romania, the OGM being opened by its Chairperson, 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 2 February 2021, in the Official Gazette of Romania, Part IV, number 484 of 4 February 2021 and in "Adevărul" newspaper number 8475 of 4 February 2021;
§ The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations (Companies' Law no. 31/1990);
§ The provisions of Article 21 of CNVM Regulation no. 4/2010 on the registration with CNVM and the operation of the company "Fondul Proprietatea" S.A., as well as on trading the shares issued by this company;
§ 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 OGMS, manifesting their vote 49 of shareholders, which represents a number of 3,420,823,968 voting rights (i.e. 57.1137% of the total voting rights at the reference date 26 February 2021, i.e. 5,989,503,106),
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).
Thus, it was decided as follows:
I. The appointment of Mr. Ömer Tetik as member of the Board of Nominees the expiration of the mandate of Mr. Piotr Rymaszewski on 5 April 2021; the mandate of the new member is valid for a period of three (3) years and shall produce its effects starting with the acceptance date.
This item is adopted by secret vote with 3,420,800,294 votes, representing 99.999% of the validly casted votes, 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 casted votes were recorded as follows: 3,420,800,294 votes "for" and 23,674 votes "against". There were also registered 18,618,306 annuled votes, no abstains, and no votes "not given".
II. The approval of:
(c) The date of 12 April 2021 as the Ex - Date, in accordance with Article 176 paragraph (1) of Regulation no. 5/2018, computed with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018; and of
The date of 13 April 2021 as the Registration Date, in accordance with Article 176 paragraph (1) of Regulation no. 5/2018, computed with the provisions of Article 86 paragraph (1) 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 and the payment date.
(d) 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' resolutions, including formalities for publication and registration thereof with the Trade Registry or with any other public institution.
This item is adopted with 3,413,502,968 votes, representing 99.786% of the validly casted votes, 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 casted votes were recorded as follows: 3,413,502,968 votes "for" and no vote "against". There were also registered: 7,321,000 abstains, 18,618,306 annuled votes and no votes "not given".
This OGM decision no. 2 is drafted on behalf of the shareholders today, 24 March 2021, in 3 original counterparts by:
_______________________
Johan MEYER
Chairperson
_______________________
Valeria NISTOR
Technical secretary