Fondul Proprietatea - Convening notice of the 18 August 2023 OGSM

Fondul Proprietatea SA

12/07/2023 16:18

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RNS Number : 8399F  Fondul Proprietatea S.A.  12 July 2023

 

 To:          Bucharest Stock Exchange                                            Report date:

                 Financial Supervisory Authority                                  12 July 2023

                London Stock Exchange                                             Name of the issuing entity:

                                                                                  Fondul Proprietatea S.A.

 Current report according to Article 234 para. (1) letter c) 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       Registered office:
 letter a) of the Code of the Bucharest Stock Exchange, Title II, Issuers and

 Financial Instruments                                                            76-80 Buzesti Street

                                                                                  7(th) floor, district 1,

 Important events to be reported:                                                 Bucharest, 011017

 Convening notice of the Ordinary General Meeting of Shareholders of Fondul
 Proprietatea S.A. to be held on 18 August 2023

                                                                                Phone/fax number:
 Franklin Templeton International Services S.À R.L, as alternative investment

 fund manager and sole director (the "Sole Director") of Fondul Proprietatea SA   Tel.: + 40 21 200 96 00
 ("Fondul Proprietatea" / the "Company"), hereby, publishes the Convening

 notice of Fondul Proprietatea's Ordinary General Meeting of Shareholders         Fax: +40 31 630 00 48
 ("OGM") to be held on 18 August 2023, approved by Fondul Proprietatea's Board

 of Nominees on 12 July 2023, and enclosed in the Annex to this report.

 The meeting shall take place at "Radisson Blu" Hotel, 63-81 Calea Victoriei      Email:
 Street, Atlas I Room, 1st District, Bucharest, 010065, Romania, commencing

 11:00 AM (Romanian time).                                                        office@fondulproprietatea.ro (mailto:office@fondulproprietatea.ro)

 Please note that only the persons registered as shareholders of the Company on
 3 August 2023 (considered as the "Reference Date") in the Shareholders'

 Register kept by Depozitarul Central S.A. have the right to participate and      Internet:
 vote at the OGM.

                                                                                www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)

 Franklin Templeton International Services S.À R.L. in its capacity of

 alternative investment fund manager and sole director of FONDUL PROPRIETATEA     Sole Registration Code with the Trade Register Office:
 S.A.

                                                                                18253260

 Johan MEYER

                                                                                Order number in the Trade Register:
 Permanent Representative

                                                                                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

 

CONVENING NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF FONDUL
PROPRIETATEA S.A.

 

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 (the "Fund Manager" / "Sole Director"), in
its capacity as the alternative investment fund manager and sole director of
FONDUL PROPRIETATEA S.A., a joint-stock company incorporated under the laws of
Romania, qualifying as an alternative investment fund closed-end type,
addressed to retail investors, with its headquarters in Bucharest, 76-80
Buzeşti Street, 7(th) floor, 1(st) District, Romania, registered with the
Trade Registry under no. J40/21901/2005, Sole Registration Code 18253260, with
a subscribed and paid-up share capital of RON 3,233,269,110.76 (the
"Company"/"Fondul Proprietatea"/"FP"),

 

Considering

 

§ The provisions of Articles 12 - 13 of the Company's in force Constitutive
Act;

 

§ 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, with its subsequent amendments and
supplementations (Regulation no. 4/2013);

 

§ The provisions of Law no. 24/2017 on issuers of financial instruments and
market operations, republished (Issuers' Law);

 

§ The provisions of Regulation of the Financial Supervisory Authority no.
5/2018 on issuers of financial instruments and market operations, with its
subsequent amendments and supplementations (Regulation no. 5/2018);

 

§ The provisions of Law no. 243/2019 on alternative investment funds and for
the amendment and completion of other legislation, with its subsequent
amendments and supplementations (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,
with its subsequent amendments and supplementations (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).

 

CONVOKES:

 

The Ordinary General Meeting of Shareholders of Fondul Proprietatea on 18
August 2023, 11:00 AM (Romanian time), at "Radisson Blu" Hotel, 63-81 Calea
Victoriei Street, Atlas I Room, 1(st) District, Bucharest, 010065, Romania
(OGM).

 

Only the persons registered as shareholders of the Company on 3 August 2023
(the Reference Date) in the register of shareholders kept by Depozitarul
Central S.A. have the right to participate and vote at the OGM.

 

The agenda of the OGM is as follows.

 

1.   The approval of the payment of a special dividend with a gross value of
RON 1.4942 per share from the retained earnings according to the latest
available audited financial statements. The payment will be made out of the
proceeds from the initial public offering of shares held by Fondul
Proprietatea in SPEEH Hidroelectrica S.A., in accordance with the supporting
documentation. The shareholders approve that the payment of the dividends to
start on the Payment Date of this OGM (as defined at point 2 of this OGM) to
the persons registered as shareholders of Fondul Proprietatea on the
Registration Date (as defined at point 2 of this OGM). Treasury shares do not
constitute dividend entitlement.

 

2.   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.

***

GENERAL INFORMATION WITH RESPECT TO THE OGM

 

The right to include new items on the agenda. The right to present drafts of
resolutions for the items included on the agenda or for the items proposed for
inclusion on the agenda.

 

In accordance with the provisions of Article 117^1, paragraph (1) of
Companies' Law no. 31/1990, Article 105 paragraph (3) of Issuers' Law, Article
189 of Regulation no. 5/2018 and the provisions of Article 13, paragraph (5)
of the Company's Constitutive Act, one or several shareholders representing
individually or jointly at least 5% of the Company's share capital may request
the Sole Director of the Company the introduction of additional items on the
agenda of the OGM and/or the presentation of draft resolutions for the items
included or proposed to be included on the agenda of the OGM.

 

These requests must comply, cumulatively, with the following requirements:

a)   in the case of natural person shareholders, they must be accompanied by
copies of the shareholders' identity documents (the identity documents
presented by the shareholders must allow their identification in the Company's
registry of shareholders kept by Depozitarul Central SA), and in the case of
legal entity shareholders, they must be accompanied by:

§ the original or a true copy of the findings certificate issued by the Trade
Registry (in Romanian "certificat constatator") or any other document, in
original or true copy, issued by a competent authority of the state where the
shareholder is duly incorporated, all being no older than twelve (12) months
as from the date of the OGM convening notice publication in the Official
Gazette of Romania, allowing for the identification thereof in the Company's
registry of shareholders kept by Depozitarul Central SA;

§ the capacity of shareholder's legal representative shall be taken from the
Shareholders' Registry issued by Depozitarul Central SA; however, if the
shareholder did not inform in a timely manner Depozitarul Central SA of its
legal representative (so that the shareholders' registry at the Reference Date
reflect that), then the findings certificate/similar documents mentioned above
must comprise the capacity of legal representative of the shareholder;

§ the documents attesting the legal representative capacity drafted in a
foreign language other than English shall be accompanied by their translation
into Romanian or English performed by a certified translator. The Company
shall not request that the documents attesting the shareholder's legal
representative capacity be notarised or apostilled. The same identification
requirements mentioned above shall also be applicable to the legal
representative of the shareholders addressing questions regarding the items on
the OGM agenda.

b)   they must be accompanied by a justification and/or a draft resolution
proposed for passing, and

c)   they must be sent to and registered at the Company's headquarters in
Bucharest, 76-80 Buzești Street, 7(th) floor, 1(st) district, postal code
011017, Romania by any type of courier service with proof of delivery (bearing
the signature of the shareholders or, as the case may be, their legal
representatives) or by e-mail at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) by 31 July 2023, 5:00 PM (Romanian time).

 

In order to identify and prove the shareholder capacity of a person making
proposals to supplement the agenda (or addressing questions according to
Article 117^2 paragraph (3) of Companies' Law and with Article 198 of
Regulation no. 5/2018), the Company may request such person to provide a
statement indicating the shareholder capacity and the number of shares held.

 

Information materials and questions related to the agenda

 

Each shareholder, irrespective of how many shares he/she/it owns in the
Company's share capital, has the right to ask questions regarding the issues
on the agenda of the general meeting. The questions shall be sent to the
Company's headquarters in Bucharest, 76-80 Buzeşti Street, 7(th) floor, 1(st)
District, postal code 011017 or to agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) , so that they are received by the
Company by 16 August 2023, 11:00 AM (Romanian time), for the purpose of good
process and preparation of the general meeting. Shareholders who did not
submit the questions until 16 August 2023, 11:00 AM (Romanian time), can
address the questions during the general meeting. The Company shall answer the
questions asked by the shareholders during the meetings; the questions may be
answered as well on the Q&A section of the website of the Company:
www.fondulproprietatea.ro (http://www.fondulproprietatea.ro) .

 

The identification requirements mentioned above in the section on
supplementing the agenda are also applicable to a natural person shareholder
and/or the legal representative of a legal entity addressing questions
regarding the items on the agenda of the OGM.

 

Commencing with the date of publication of this convening notice in Official
Gazette of Romania, the general procedure for organizing general meetings
(including the procedure for voting through a representative with a
special/general power of attorney, the procedure which allows voting by
correspondence, the procedure regarding secret vote), the templates of special
and general power of attorney to be used for voting by representative by
special/general power of attorney, and the templates to be used for voting by
correspondence shall be available on working days at the Company's
headquarters in Bucharest, 76-80 Buzeşti St., 7(th) floor, 1(st) District,
postal code 011017, Romania, from 9:00 AM to 5:00 PM (Romanian time), as well
as on the official website of the Company: www.fondulproprietatea.ro
(http://www.fondulproprietatea.ro) .

 

Commencing with one (1) month before the day of the meetings, all the other
information materials regarding the items included on the agenda of the OGM,
including the draft resolutions proposed to be passed within the meeting,
shall be available at the same coordinates above-mentioned. The shareholders
of the Company may receive, upon request, copies of the documents related to
the issues on the agenda of the OGM.

 

The attendance and voting to the General Meetings of Shareholders

 

Global Depositary Receipts Holders

 

In accordance with Regulation no. 4/2013, the persons holding Global
Depositary Receipts (GDRs) (issued based on the shares issued by FP) at the
Reference Date can vote within OGM through the means of the Issuer of the GDRs
(i.e. The Bank of New York Mellon - Issuer of the GDRs) which will have the
quality of shareholder within the meaning and for the application of the
provisions of Regulation no. 5/2018 and Issuers' Law.

 

The Issuer of the GDRs is fully responsible for the correct, complete and on
time information of the GDR holders, with the observance of the provisions
comprised in the GDR issuance documents, with respect to the documents and
supporting materials correspondent to the OGM made available by FP.

 

The Issuer of the GDRs will vote in the OGM in accordance and within the
limits of the instructions of the GDR holders (having this quality at the
Reference Date), as well as with the observance of the provisions comprised in
the GDR issuance documents.

 

For computing the quorum of OGM, it will be taken into account only those
supporting shares for which the Issuer of the GDRs cast a vote (including
"abstention" votes) in accordance with the instructions of the GDR holders
above-mentioned. The Issuer of the GDRs will inform FP about the percentage of
the voting rights corresponding to the supporting shares for which it will
cast votes until 16 August 2023, 11:00 AM (Romanian time).

 

The GDR holders will send to the entity where he/she/it has opened with the
GDR account his/her/its voting instructions with respect to the agenda points
of the OGM, so that this information may be send to the Issuer of the GDRs.
The above-mentioned documents may be sent by e-mail with incorporated extended
electronic signature in accordance with Law no. 455/2001 on the electronic
signature, republished, at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) .

 

The Issuer of the GDRs is fully responsible for taking all necessary measures
so that the entity keeping record of the GDR holders, intermediaries involved
in custodian services for the GDR holders and/or any entities involved in the
evidence of the GDR holders, to report the voting instructions of the GDR
holders with respect to the points of the OGM.

 

Shareholders

 

The shareholders registered in the shareholders registry on the Reference Date
may attend the OGM and vote as follows.

a)   in person, within OGM - direct vote;

b)   through a representative with a special or general power of attorney;
or

c)   by correspondence.

 

Direct vote

 

Shareholders may exercise the direct (personal) vote after proving their
identity:

a)      in the case of natural persons who are sole shareholders - by
presenting the identity card; identity cards submitted by shareholders must
allow for their identification on the Company's shareholders registry as at
the Reference Date issued by Depozitarul Central SA;

b)      in the case of natural persons who are collective shareholders -
by observing the provisions described by the Procedure regarding the
organization and holding of General Meetings of Shareholders available on the
Company's website (Special conditions regarding collective natural person
shareholders);

c)      in the case of legal entity shareholders, by presenting:

§ an original or a true copy of the findings certificate issued by the Trade
Registry (in Romanian "certificat constatator") or any other document, in
original or true copy, issued by the competent authority of the state where
the shareholder is duly incorporated, all being no older than twelve (12)
months as from the date when the general meeting convening notice was
published in the Official Gazette of Romania, allowing for identification
thereof on the Company's shareholders registry on the Reference Date issued by
Depozitarul Central SA;

§ the capacity of shareholder's legal representative shall be taken from the
Shareholders' Registry issued by Depozitarul Central SA at the Reference Date;
however, if the shareholder did not inform in a timely manner Depozitarul
Central SA of its legal representative (so that the shareholders' registry at
the Reference Date reflect that), then the findings certificate/similar
documents mentioned above must comprise the capacity of legal representative;

§ for the Ministry of Finance, the capacity of legal representative shall be
proven by the appointment decree issued by the President of Romania;

§ the identity card or passport of the legal representative (identity
document or identity card for Romanian citizens or passport for foreign
citizens).

 

For all above-mentioned cases, documents presented in a foreign language
(except for identity cards valid on the territory of Romania, in Latin
characters) will be accompanied by their translation into Romanian or English,
save for documents attesting the legal representative's capacity drafted in a
foreign language other than English which shall be accompanied by their
translation into Romanian or English performed by a certified translator. The
Company shall not request that the documents attesting the shareholder's legal
representative capacity be notarised or apostilled. The above-mentioned
documents may be sent by e-mail with incorporated extended electronic
signature in accordance with Law no. 455/2001 on the electronic signature,
republished, at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) .

 

The Fund Manager kindly asks shareholders to follow the Company's website and
the Bucharest Stock Exchange website as it will announce any updates on this
matter by means of current reports.

 

Power of attorney

 

Shareholders may delegate other persons, except for the Fund Manager or its
employees, Board of Nominees members, to represent them and vote in OGM based
on a special or a general power of attorney described below as follows. For
more details, please refer to the Procedure regarding the organization and
holding of General Meetings of Shareholders available on the Company's
website.

 

In case a shareholder is represented by a credit institution rendering
custodian services, the latter may vote in the general shareholders' meeting
based on and within the limits of the voting instructions received by
electronic means, without being necessary that a special or general power of
attorney to be drafted, provided that the said custodian credit institution
submits to the Company a self-liability statement, signed by the bank's legal
representative(s), stating (i) the name of the shareholder, written clearly,
for which the credit institution votes in the OGM, and (ii) the fact that the
credit institution renders custodian services for that respective shareholder.
The said statement will have to be submitted in original with the Company,
signed, and, if the case, stamped, or by e-mail with incorporated extended
electronic signature in accordance with Law no. 455/2001 on the electronic
signature, republished, at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) until 16 August 2023, 11:00 AM (Romanian
time).

 

            Vote by representative holding a special power of
attorney

 

A special power of attorney may be given for a single shareholders' meeting,
as this OGM and shall contain specific voting instructions for this particular
meeting with a clear indication of the voting option for each item on the
agenda of the general meeting. The representation of shareholders in the OGM
may be conducted by representatives by duly filling in and signing the
template for the special power of attorney. The representation may be
conducted both by other shareholders and by third parties. Shareholders
lacking exercise capacity or with limited exercise capacity may provide other
persons with a special power of attorney.

 

The special power of attorney shall be sent either (i) in original, to the
Company's headquarters in Bucharest, 76-80 Buzeşti Street, 7(th) floor, 1(st)
District, postal code 011017, Romania, or (ii) by e-mail with extended
electronic signature incorporated in accordance with Law no. 455/2001 on the
electronic signature, republished, at: agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) , so that it is received by the Company
by 16 August 2023, 11:00 AM (Romanian time).

 

Documents accompanying the special power of attorney:

a)   for natural person shareholders - copy of the shareholder's identity
card, allowing for identification thereof on the Company's shareholders
registry on the Reference Date issued by Depozitarul Central SA and a copy of
the identity card of the representative (identity document or identity card
for Romanian citizens or passport for foreign citizens);

b)   in case of collective natural person shareholders, by observing the
provisions described by the Procedure regarding the organization and holding
of General Meetings of Shareholders available on the Company's website
(Special conditions regarding collective natural person shareholders);

c)   for legal entity shareholders:

§ original or true copy of the findings certificate issued by the Trade
Registry (in Romanian "certificat constatator") or any other document, in
original or true copy, issued by a competent authority of the state where the
shareholder is duly incorporated, all being no older than twelve (12) months
as from the date when the general meeting convening notice was published in
the Official Gazette of Romania and allowing identification thereof on the
Company's shareholders registry on the Reference Date issued by Depozitarul
Central SA;

§ the capacity of shareholder's legal representative shall be taken from the
Shareholders' Registry issued by Depozitarul Central SA at the Reference Date;
however, if the shareholder did not inform in a timely manner Depozitarul
Central SA of its legal representative (so that the shareholders' registry at
the Reference Date reflect that), then the findings certificate/similar
documents mentioned above must comprise the capacity of legal representative;

§ for the Ministry of Finance, the capacity of legal representative shall be
proven by the appointment decree issued by the President of Romania; and

§ copy of the identity card of the representative (the person especially
delegated) (identity document or identity card for Romanian citizens or
passport for foreign citizens).

 

Documents drafted in a foreign language (except for identity cards valid on
the territory of Romania, in Latin characters) will be accompanied by their
translation into Romanian or English, save for the documents attesting the
legal representative capacity drafted in a foreign language other than English
which shall be accompanied by their translation into Romanian or English
performed by a certified translator. The Company shall not request that the
documents attesting the shareholder's legal representative capacity be
legalized or apostilled. The above-mentioned documents may be sent by e-mail
with incorporated extended electronic signature in accordance with Law no.
455/2001 on the electronic signature, republished, at
agafp@fondulproprietatea.ro (mailto:agafp@fondulproprietatea.ro) .

A special power of attorney template:

a)      shall be made available to the shareholders by the Company at the
same coordinates and under the same conditions as the information materials;

b)      shall be updated by the Company if new items are added to the OGM
agenda and shall be published on the Company's website in its updated form;

c)      shall be filled in by the shareholder in three counterparts: one
for the shareholder, one for the representative, and one for the Company.

 

If during the general meeting of shareholders certain items which were not
included on the published convening notice are being discussed, in accordance
with the legal provisions, the representative may vote on these items
according to the interest of the represented shareholder.

 

Generally, a shareholder may mandate only one proxy to represent him/her/it at
the OGM. However, the special power of attorney may nominate other person(s)
as substitutes empowered to represent the shareholder in case the said main
proxy would be in impossibility to exercise his/her mandate. The special power
of attorney must provide the order under which the said substitutes vote in
case the proxy does not attend the OGM.

 

Vote by representative holding a general power of attorney

 

In opposition with the special one, the general power of attorney allows the
proxy to vote on behalf of the shareholder in any aspect on the agenda of one
or more companies identified in the power of attorney, individually or by
general reference to a certain category of issuers, including disposal acts.
The shareholder may grant a valid proxy for a period which shall not exceed
three (3) years, unless the parties have expressly provided for a longer
period.

 

For the mandate's validity, the proxy must be either an intermediary (in
accordance with Article 2 para. (1) point (19) of Issuer's Law) or an attorney
at law for whom the shareholder is a client.

 

Also, the proxy should not be in a conflict of interest situation, such as:

a)   It is a majority shareholder of FP, or of another entity, controlled by
that respective shareholder;

b)   It is a member of an administration, management or supervisory body of
FP, of a majority shareholder or of another entity, controlled by that
respective shareholder;

c)   Is an employee or auditor of FP or of a majority shareholder or of
another entity, controlled by that respective shareholder;

d)   Is a spouse or relative (up to, and including, fourth degree filiation)
of one of the individuals mentioned above.

 

The proxy cannot be replaced by another person unless this right was expressly
conferred to him/her by the shareholder in a power of attorney. If the proxy
is a legal entity, then the latter may carry out the general mandate through
any of member of its administration/management body or of one of its
employees. These provisions do not affect the right of the shareholder to
designated by a power of attorney one or more alternate proxies, according to
the regulations described above regarding special proxies.

 

In view of the OGM, and before their first use, the general power of attorneys
are to be sent to the Company's headquarters in Bucharest, 76-80 Buzeşti
Street, 7(th) floor, 1(st) District, postal code 011017 so that they are
received by the Company by 16 August 2023, 11:00 AM (Romanian time), in copy,
certified as being the same with the original by the proxy or by e-mail with
incorporated extended electronic signature as per Law no. 455/2001 on the
electronic signature, republished, to agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) . The said copies are retained by FP, and
a mention of this is inserted in the minutes of the general shareholders'
meeting.

 

 

 

Documents accompanying the general power of attorney:

 

a)   proof that the proxy is an intermediary in accordance with Article 2
para. (1) point (19) of Issuer's Law or an attorney at law, and that the
shareholder is the proxy's client;

b)   for natural person shareholders - copy of the shareholder's identity
card, allowing for identification thereof on the Company's shareholders
registry issued by Depozitarul Central SA and a copy of the identity card of
the representative (identity document or identity card for Romanian citizens
or passport for foreign citizens);

c)   in case of collective natural person shareholders, by observing the
provisions described by the Procedure regarding the organization and holding
of General Meetings of Shareholders available on the Company's website
(Special conditions regarding collective natural person shareholders);

d)   for legal entity shareholders:

§ original or true copy of the findings certificate issued by the Trade
Registry (in Romanian "certificat constatator") or any other document, in
original or true copy, issued by a competent authority of the state where the
shareholder is duly incorporated, all being no older than twelve (12) months
as from the date when the general meeting convening notice was published in
the Official Gazette of Romania and allowing identification thereof on the
Company's shareholders registry  issued by Depozitarul Central SA;

§ the capacity of shareholder's legal representative shall be taken from the
Shareholders' Registry issued by Depozitarul Central SA; however, if the
shareholder did not inform timely Depozitarul Central SA of its legal
representative (so that the shareholders' registry at the reference date
reflect that), then the findings certificate/similar documents mentioned above
must comprise the capacity of legal representative;

§ for the Ministry of Finance, the capacity of legal representative shall be
proven by the appointment decree issued by the President of Romania; and

§ copy of the identity card of the representative (the proxy) (identity
document or identity card for Romanian citizens or passport for foreign
citizens).

 

Documents drafted in a foreign language (except for identity cards valid on
the territory of Romania, in Latin characters) will be accompanied by their
translation into Romanian or English, save for the documents attesting the
legal representative capacity drafted in a foreign language other than
English, which shall be accompanied by their translation into Romanian or
English performed by a certified translator. FP shall not request that the
documents attesting the shareholder's legal representative capacity be
legalized or apostilled. The above-mentioned documents may be sent by e-mail
with incorporated extended electronic signature in accordance with Law no.
455/2001 on the electronic signature, republished, at
agafp@fondulproprietatea.ro (mailto:agafp@fondulproprietatea.ro) .

 

The Company accepts a general power of attorney given by a shareholder, as a
client, to an intermediary or to a lawyer, without requiring additional
documents relating to that shareholder, if the general power of attorney is
signed by that shareholder and is accompanied by an own responsibility
statement given by the legal representative of the intermediary or by the
lawyer who has received the general power of attorney, indicating that:

a)   the shareholder is a client of the proxy;

b)   the general power of attorney is signed by that respective shareholder
(ink signed or through an extended electronic signature, as the case may be).

 

The said statement must be submitted in original at FP or by e-mail with
incorporated extended electronic signature in accordance with Law no. 455/2001
on the electronic signature, republished, agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) (in the same time with the general power
of attorney and at the same coordinates as indicated in this convening notice)
signed by the intermediary/attorney at law (without other criteria being
necessary as pertaining with its form).

 

A template of the general power of attorney for OGM shall be made available to
the shareholders by the Company at the same coordinates and under the same
conditions as the information materials. The Company does not impose the use
of the said forms.

Vote by correspondence using the forms for voting by correspondence

 

The vote of the shareholders at the OGM can also be expressed by
correspondence, by duly filling in and signing the forms for the vote by
correspondence.

 

The ballots by correspondence will be sent either (i) in original, personally,
by representative or by any form of courier service with proof of delivery, to
the Company's headquarters in Bucharest, 76-80 Buzeşti St., 7(th) floor,
1(st) District, postal code 011017, Romania or (ii) by e-mail with the
extended electronic signature incorporated in accordance with Law no. 455/2001
on the electronic signature, republished, at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) , so that they are received by the
Company by 16 August 2023, 11:00 AM (Romanian time).

 

Documents accompanying ballot papers:

a)   for natural person shareholders - copy of identity card, allowing for
identification thereof in the Company's shareholders registry on the Reference
Date issued by Depozitarul Central SA and, if such be the case, a copy of the
identity card of the legal representative (in the case of natural persons
lacking exercise capacity or with limited exercise capacity) (identity
document or identity card for Romanian citizens or passport for foreign
citizens) along with the proof of legal representative capacity;

b)   in case of collective natural person shareholders by observing the
provisions described by the Procedure regarding the organization and holding
of General Meetings of Shareholders available on the Company's website
(Special conditions regarding collective natural person shareholders);

c)   for legal entity shareholders:

§ original or true copy of the findings certificate issued by the Trade
Registry (in Romanian "certificat constatator") or any other document, in
original or true copy, issued by a competent authority of the state where the
shareholder is duly incorporated, all being no older than twelve (12) months
as from the date of the general meeting convening notice was published in the
Official Gazette of Romania, allowing for the identification thereof in the
Company's shareholders registry on the Reference Date issued by Depozitarul
Central SA;

§ the capacity of shareholder's legal representative shall be taken from the
Shareholders' Registry issued by Depozitarul Central SA at the Reference Date;
however, if the shareholder did not inform in a timely manner Depozitarul
Central SA of its legal representative (so that the shareholders' registry at
the Reference Date reflect that), then the findings certificate/similar
documents mentioned above must comprise the capacity of legal representative;

§ for the Ministry of Finance, the capacity of legal representative shall be
proven by the appointment decree issued by the President of Romania.

 

Documents in a foreign language (except for identity cards valid on the
territory of Romania, in Latin characters) will be accompanied by their
translation into Romanian or English, save for the documents attesting the
legal representative drafted in a language other than English which shall be
accompanied by their translation into Romanian or English performed by a
certified translator. FP shall not request that the documents attesting the
shareholder's legal representative capacity be legalized or apostilled. The
above-mentioned documents may be sent by e-mail with incorporated extended
electronic signature in accordance with Law no. 455/2001 on the electronic
signature, republished, at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) .

 

A ballot template for voting by correspondence:

a)      shall be made available to the shareholders by the Company at the
same coordinates and under the same conditions as the information materials
and the forms for the special powers of attorney;

b)      shall be updated by the Company if new items are added to the OGM
agenda and shall be published on the Company's website in its updated form.

 

If a shareholder voted by sending a ballot paper by correspondence, but then
attends the OGM either personally or through a proxy (provided a
special/general power of attorney has been submitted under the conditions
above-mentioned), the correspondence vote shall be annulled and only the
direct or the vote expressed through the proxy shall be taken into
consideration.

 

If the person representing the shareholder at the general shareholders'
meeting is other than the person who expressed the correspondence vote, then
for its validity, the proxy must present at the general meeting a written
revocation of the correspondence vote, signed by the shareholder or by the
representative who expressed the correspondence vote. This will not be
applicable if the shareholder or its legal representative is present at the
general meeting.

 

Voting by correspondence may be expressed by a representative only if he/she:

a) has received from the shareholder that he/she represents a special/general
power of attorney; or

b) the representative is a credit institution providing custody services.

 

The general procedure for the organisation of general meetings (which shall be
available at the same coordinates and in the same conditions as the
information materials) details the procedure allowing both the vote by
representative with special/general power of attorney, vote through a
custodian bank and the vote by correspondence, and the shareholders must
comply with the said procedure. Special/General powers of attorney and ballots
for voting by correspondence must be signed by all the natural person
collective shareholders or their legal representatives (in the case of natural
persons lacking exercise capacity or with limited exercise capacity), who
shall assume both their capacity (proven by means of evidentiary documents
attached to the special/general power of attorney/ballot) and the signature
authenticity.

 

The checking and validation of the special/general powers of attorney
submitted, as well as the centralization, checking, validation, and records of
the votes by correspondence shall be performed by a commission established
within the Company, whose members shall safely keep these documents, as well
as the confidentiality of the votes thus expressed. Powers of attorney and
voting ballots shall also be checked by the OGM secretary. In the event that
the agenda is supplemented, and the shareholders fail to send the updated
special powers of attorney and/or ballots for voting by correspondence, the
special powers of attorney and ballots sent prior to the supplementation of
the agenda shall be considered only with reference to the items therein which
are also found on the supplemented agenda. All discussions held during the OGM
are audio recorded. If participants want to obtain a copy of the recordings,
these will be available at the FP registered office, in exchange for a fee
(the cost will not exceed the value of expenses incurred by FP in relation to
transferring the audio recording to material support), within thirty (30) days
after the OGM date. Additional information may be obtained from the Department
for Shareholders' Relations at the telephone number + 40 21 200 96 28 (or
through reception at + 40 21 200 96 00; fax: +40 316 300 048; e-mail:
agafp@fondulproprietatea.ro (mailto:agafp@fondulproprietatea.ro) ) and on the
Company's website: www.fondulproprietatea.ro
(http://www.fondulproprietatea.ro) .

 

After the OGM, the shareholder or a third party appointed by the shareholder
may obtain from the Company, at least upon request, a confirmation of
recording and counting of votes by the Company. The request of such
confirmation may be asked for within one (1) month as of the voting date. In
this case, the Company will send the shareholder an electronic confirmation of
recording and counting of votes, according to the provisions of article 97
para. (3) of Issuers' Law and of article 7 para. (2) of CE Regulation
1212/2018, in the format set out in Table 7 of Annex to the CE Regulation
1212/2018.

 

SOLE DIRECTOR

Franklin Templeton International Services S.à r.l.

By:    ___________

         Johan Meyer,

Permanent Representative

 

 

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