Last checked at 26 Mar 2024 11:16
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:
The resolutions of the Ordinary General Meeting of Shareholders of Fondul Proprietatea S.A. held on 26 March 2024
Franklin Templeton International Services S.À R.L, in its capacity as Alternative Investment Fund Manager and Sole Director of Fondul Proprietatea SA ("Fondul Proprietatea / the Fund"), hereby, announces that on 26 March 2024, the Fund's Ordinary General Shareholders Meeting (the "OGM") was held commencing 11:00 am (Romanian time) at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st District, Bucharest, 010292, Romania.
The meeting was chaired by Mr. Johan Meyer, the Permanent Representative of Franklin Templeton International Services S.à r.l., the Sole Director of the Fund.
The shareholders of the Fund decided the following with respect to the 26 March 2024 OGM Agenda:
Ø To approve Item 4.b. on the OGM Agenda, respectively: "The appointment of Mr. Marius-Alin Andrie? as member of the Board of Nominees following the expiration of the mandate of Mr. Omer Tetik on 6 April 2024; the mandate of the new member is valid for a period of three (3) years and shall produce its effects starting with 7 April 2024 or the acceptance date for the new mandate, whichever occurs later." Ø To approve Item 5 on the OGM Agenda, respectively: "The approval of the terms of, along with the execution of, the Management Agreement between Fondul Proprietatea and Franklin Templeton International Services S.à r.l. for a period of one (1) year starting 1 April 2024 and until 31 March 2025 in the form set out in the supporting documentation relating to OGMS agenda item 1, with a change in the base fee rate such that the base fee is 1.35%. Mrs. Ilinca von Derenthall, the Chairperson of the Board of Nominees is empowered (with authority to be substituted by another member of the Board of Nominees) to execute the mentioned Management Agreement and to perform/sign any related necessary, useful and/or opportune legal acts and deeds for and on behalf of Fondul Proprietatea." (Item added on the agenda at the request of the shareholder Ministry of Finance) Ø To approve Item 6 on the OGM Agenda, respectively: "The approval of the Remuneration Policy of Fondul Proprietatea in force starting 1 April 2024, to reflect the provisions of the Management Agreement, in the form provided in the supporting documentation related to item 2 on the OGMS agenda with a change in the base commission rate so that the base commission is 1.35%." (Item added on the agenda at the request of the shareholder Ministry of Finance) Ø To approve Item 8 on the OGM Agenda, respectively: "The approval of: (a) The date of 11 April 2024 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 12 April 2024 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.
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 the payment date and the date of guaranteed participation.
(b) The empowerment, with authority to sub-delegate, 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."
Items 1, 2, 3, 4.a. and 7 on the 26 March 2024 OGM agenda were not approved.
Please recall that Item 1 on the OGM agenda refers to:
"The approval of the terms of, along with the execution of, the Management Agreement (in the form set out in the supporting documentation) between Fondul Proprietatea and Franklin Templeton International Services S.à r.l. for a duration of one (1) year starting 1 April 2024 and until 31 March 2025.
Mrs. Ilinca von Derenthall, the Chairperson of the Board of Nominees is empowered (with authority to be substituted by another member of the Board of Nominees) to execute the mentioned Management Agreement and to perform/sign any related necessary, useful and/or opportune legal acts and deeds for and on behalf of Fondul Proprietatea."
Please recall that Item 2 on the OGM Agenda refers to:
"The approval of the Remuneration Policy of Fondul Proprietatea in force starting 1 April 2024, as described in the supporting documentation, to reflect the provisions of the Management Agreement, subject to point 1 on the OGM agenda being approved."
Please recall that Item 3 on the OGM Agenda refers to:
"The approval of 2024 budget of Fondul Proprietatea, in accordance with the supporting materials."
Please recall that Item 4.a. on the OGM Agenda refers to:
"The appointment of a member of the Board of Nominees following the expiration of the mandate of Mr. Nicholas Paris on 6 April 2024; the mandate of the new member is valid for a period of three (3) years and shall produce its effects starting with 7 April 2024 or the acceptance date for the new mandate, whichever occurs later."
Please recall that Item 7 on the OGM Agenda refers to:
"The approval of the Strategy of the Fund applicable to the mandate period 1 April 2024 to 31 March 2025 so that it includes the preservation of the current portfolio managed by Franklin Templeton International Services S.à r.l." (Item added on the agenda at the request of the shareholder Ministry of Finance)
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: 26 March 2024
Name of the issuing entity: Fondul Proprietatea S.A.
Registered office: 76-80 Buzesti Street 7th floor, district 1, 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 2,947,779,186.56
Number of shares in issue and paid-up: 5,668,806,128
Regulated market on which the issued securities are traded: Shares on Bucharest Stock Exchange GDRs on London Stock Exchange
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