REG - Fondul Proprietatea - Convening notice of the 2 December 2024 O&EGSM

Fondul Proprietatea SAAnnouncement

22/10/2024 16:15

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RNS Number : 1798J  Fondul Proprietatea S.A.  22 October 2024

 

 To:          Bucharest Stock Exchange                                            Report date:

                 Financial Supervisory Authority                                  22 October 2024

                London Stock Exchange

                                                                                  Name of the issuing entity:

 Current report according to Article 234 para. (1) letter c) of the Financial     Fondul Proprietatea S.A.
 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                                                            Registered office:

                                                                                  76-80 Buzesti Street

 Important events to be reported:                                                 7(th) floor, district 1,

 Convening Notice of the Extraordinary and Ordinary General Meetings of           Bucharest, 011017
 Shareholders of Fondul Proprietatea S.A. to be held on 2 December 2024

 Franklin Templeton International Services S.À R.L, as alternative investment

 fund manager and sole director (the "Sole Director") of Fondul Proprietatea SA   Phone/fax number:
 ("Fondul Proprietatea" / the "Company"), hereby, publishes the Convening

 notice of Fondul Proprietatea's Extraordinary ("EGM") and Ordinary General       Tel.: + 40 21 200 96 00
 Meetings of Shareholders ("OGM") to be held on 2 December 2024 (first

 convening), approved by Fondul Proprietatea's Board of Nominees on 21 October    Fax: +40 31 630 00 48
 2024, and enclosed in the Annex to this report.

 Both meetings shall take place at Radisson Blu" Hotel, 63-81 Calea Victoriei

 Street, Atlas 2 Room, 1st District, Bucharest, 010065, Romania, commencing       Email:
 11:00 am (Romanian time) in case of EGM and 12:00 pm (Romanian time) in case

 of OGM.                                                                          office@fondulproprietatea.ro (mailto:office@fondulproprietatea.ro)

 Should the statutory quorum requirements for the EGM/OGM, laid down by the
 Companies' Law no. 31/1990 and/or the Company's Constitutive Act, not be met

 on the aforementioned date stated for the first convening, both meetings are     Internet:
 convened on the date of 3 December 2024 (second convening) at "Radisson Blu"

 Hotel, 63-81 Calea Victoriei Street, Alcyone 1+2 Room, 1st District,             www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)
 Bucharest, 010065, Romania, commencing 11:00 am (Romanian time) in case of EGM

 and 12:00 pm (Romanian time) in case of OGM, with the same agenda as at the
 first convening.

                                                                                Sole Registration Code with the Trade Register Office:
 Please note that only the persons registered as shareholders of the Company on

 15 November 2024 (considered as the "Reference Date") in the Shareholders'       18253260
 Register kept by Depozitarul Central S.A. have the right to participate and

 vote at the EGM and OGM, first and second convening.

 We hereby inform you that, in addition to the possibilities of exercising the    Order number in the Trade Register:
 right to vote existing until now, the shareholders registered at the Reference

 Date on the list of the Company's shareholders issued by Depozitarul Central     J40/21901/2005
 SA may vote by electronic means via the eVote platform, in accordance with the

 provisions of Art. 197 of Regulation no. 5/2018.

 Electronic voting by accessing the link fp.evote.ro may be used exclusively      Subscribed and paid-up share capital:
 before the EGM/OGM, at least 24 hours before EGM/OGM, first convening, namely

 until 29 November 2024, 11:00 AM (Romanian time) for EGM and 29 November 2024,   RON 1,849,342,164.28
 12:00 PM (Romanian time) for OGM. Shareholders should consider that before

 exercising their voting rights via the eVote platform, they have to complete
 the enrolment process and their voting account has to be validated by the

 Company.                                                                         Number of shares in issue and paid-up:

 All details regarding electronic voting via the eVote platform can be found in   3,556,427,239
 the attached Convening notice and also in the Procedure regarding the

 organization and holding of the general shareholders' meetings, available on
 the Company's website.

                                                                                Regulated market on which the issued securities are traded:

                                                                                Shares on Bucharest Stock Exchange
 Franklin Templeton International Services S.À R.L. in its capacity of

 alternative investment fund manager and sole director of FONDUL PROPRIETATEA     GDRs on London Stock Exchange
 S.A.

 Johan MEYER

 Permanent Representative

CONVENING NOTICE OF THE EXTRAORDINARY AND ORDINARY GENERAL MEETINGS 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 1,849,342,164.28 (the "Company"/
"Fondul Proprietatea"/ "FP"),

 

 

Considering:

 

§ The provisions of Articles 12 - 13 of the Company's constitutive act (the
"Constitutive Act");

 

§ The provisions of Companies' Law no. 31/1990 ("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 Extraordinary General Meeting of Shareholders of Fondul Proprietatea on 2
December 2024 (first convening), 11:00 AM (Romanian time), at "Radisson Blu"
Hotel, 63-81 Calea Victoriei Street, Atlas 2 Room, 1st District, Bucharest,
010065, Romania (the "EGM"),

 

Should the statutory quorum requirements for the EGM, laid down by the
Companies' Law no. 31/1990 and/or the Company's Constitutive Act, not be met
on the aforementioned date stated for the first convening, the EGM is convened
on the date of 3 December 2024 (second convening), 11:00 AM (Romanian time) at
"Radisson Blu" Hotel, 63-81 Calea Victoriei Street, Alcyone 1+2 Room, 1st
District, Bucharest, 010065, Romania, with the same agenda as at the first
convening.

 

and

 

The Ordinary General Meeting of Shareholders of Fondul Proprietatea on 2
December 2024 (first convening), 12:00 PM (Romanian time), at "Radisson Blu"
Hotel, 63-81 Calea Victoriei Street, Atlas 2 Room, 1st District, Bucharest,
010065, Romania (the "OGM").

 

Should the statutory quorum requirements for the OGM, laid down by the
Companies' Law no. 31/1990 and/or the Company's Constitutive Act, not be met
on the aforementioned date stated for the first convening, the OGM is convened
on the date of 3 December 2024 (second convening), 12:00 PM (Romanian time) at
"Radisson Blu" Hotel, 63-81 Calea Victoriei Street, Alcyone 1+2 Room, 1st
District, Bucharest, 010065, Romania, with the same agenda as at the first
convening.

 

Only the persons registered as shareholders of the Company on 15 November 2024
(the "Reference Date") in the shareholders registry kept by Depozitarul
Central S.A. have the right to participate and vote at the EGM and OGM, first
and second convening.

 

 

I.       The agenda of the EGM is as follows:

 

1.      The approval of:

 

(a)  the delisting of the global depositary receipts ("GDRs") issued by The
Bank of New York Mellon ("BNYM") and admitted to trading on the Specialist
Fund Market of the London Stock Exchange, one GDR representing 50 underlying
shares issued by Fondul Proprietatea S.A. (the "Fund"); and

 

(b)  the empowerment of the Fund Manager, as alternative investment fund
manager and sole director of the Fund, to perform any legal acts or actions
necessary, useful or appropriate with respect to this item on the agenda,
including, but without being limited to the following: establishing any
details of the delisting of the GDRs and the related termination of the Fund's
GDRs programme including the termination of the deposit agreement dated 27
April 2015 and any other relevant contractual relationship between the Fund
and BNYM; determining the period during which GDR holders will be able to
convert their GDRs into shares; determining the effective date of delisting;
if the case, determining any relevant matters regarding the sale of the
underlying shares in accordance with the Financial Supervision Supervisory
Authority Regulation no. 4/2013 (as amended) after the delisting of the GDRs;
representing the Fund in front of any competent authorities and institutions.

 

 

 

 

 

2.      The approval of the decrease of the subscribed and paid-up share
capital of Fondul Proprietatea, as follows:

 

The approval of the decrease of the subscribed and paid-up share capital of
Fondul Proprietatea by RON 184,934,215.96, from RON 1,849,342,164.28 to RON
1,664,407,948.32, pursuant to the cancellation of 355,642,723 own shares
acquired by Fondul Proprietatea during 2024 through the 15th buy-back
programme.

 

Once the share capital decrease is finalized, the subscribed and paid-up share
capital of Fondul Proprietatea shall have a value of RON 1,664,407,948.32,
divided in 3,200,784,516 shares, each having a nominal value of RON 0.52 per
share.

 

The first paragraph of Article 7 of the Constitutive Act of Fondul
Proprietatea after the share capital decrease is finalized will be changed as
follows:

 

"(1) The subscribed and paid-up share capital of Fondul Proprietatea is in the
amount of RON 1,664,407,948.32, divided in 3,200,784,516 ordinary nominative
shares, having a nominal value of RON 0.52 each".

 

The subscribed and paid-up share capital decrease will take place on the basis
of Article 207 paragraph (1) letter c) of Companies' Law no. 31/1990 and will
be effective after all the following conditions are met:

 

(i)         this resolution is published in the Official Gazette of
Romania, Part IV for at least two months;

 

(ii)        Financial Supervisory Authority authorizes the amendment of
Article 7 paragraph (1) of the Constitutive Act of Fondul Proprietatea as
approved by shareholders during this meeting, where required by applicable law
or regulation;

 

(iii)       the shareholders' resolution for approving this share
capital decrease is registered with the Trade Registry.

 

3.      The approval of the Sole Director's authorization to buy-back
shares of Fondul Proprietatea, global depositary receipts corresponding to
shares of Fondul Proprietatea, via trading on the regular market on which the
shares, the global depositary receipts corresponding to the shares of Fondul
Proprietatea are listed, or purchased by public tender offers, in compliance
with the applicable law, for a maximum number of 320,000,000 shares (being in
the form of shares and/or shares equivalent as described above), during the
2025 financial year, starting with the date when the resolution related to
this approval is published in the Official Gazette of Romania, Part IV and
until the maximum legal limit of 10% of the Fund's share capital, as decreased
further the implementation of the EGM resolution approving the share-capital
decrease in accordance with item 2 of this EGM agenda, is reached. The
buy-back shall be performed at a price that cannot be lower than RON 0.2 /
share or higher than RON 1 / share. In case of acquisitions of global
depositary receipts corresponding to shares of Fondul Proprietatea, the
calculation of number of shares in relation to the aforementioned thresholds
shall be based on the number of Fondul Proprietatea shares underlying such
instruments and their minimum and maximum acquisition price in the currency
equivalent (at the relevant official exchange rate published by the National
Bank of Romania valid for the date on which the instruments are purchased),
shall be within the price limits applicable to the share buy-backs
above-mentioned, and shall be calculated based on the number of shares
represented by each global depositary receipt. The transaction can only have
as object fully paid shares and global depositary receipts corresponding to
these shares. The said buy-back programme is aimed at the share capital
decrease of Fondul Proprietatea in accordance with Article 207 paragraph (1)
letter (c) of Companies' Law no. 31/1990. This buy-back programme
implementation will be done exclusively from Fondul Proprietatea's own
sources.

 

4.      The approval of:

 

(a)     The date of 19 December 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 20 December 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 EGM, 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 the guaranteed participation.

 

(b)     The empowerment, with authority to sub-delegate, of Johan Meyer to
sign the shareholders' resolutions and the amended, renumbered and restated
form of the Constitutive Act, if the case may be, 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.

 

 

II.      The agenda of the OGM is as follows:

 

1.      The appointment for a period of three (3) years of one (1) member
of the Board of Nominees of Fondul Proprietatea following the expiration of
the mandate of Mr. Nicholas Paris on 6 April 2024.

 

The mandate of the new member in the Board of Nominees shall start on the date
the candidate appointed by the OGM accepts such appointment.

 

(secret vote)

 

2.      The approval of 2025 budget of Fondul Proprietatea, in accordance
with the supporting materials.

 

3.      The approval of:

 

(a)     The date of 19 December 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 20 December 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 the 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.

 

***

 

GENERAL INFORMATION WITH RESPECT TO THE EGM & OGM

 

 

Information with respect to the OGM agenda

 

With respect to item 1 on the OGM agenda, the proposals of the shareholders
for the mandate within the Board of Nominees may be submitted by 11 November
2024, 5:00 PM (Romanian time), to the Company's headquarters in Bucharest,
76-80 Buzești Street, 7th floor, 1st district, postal code 011017 or by
e-mail at agafp@fondulproprietatea.ro.

 

The candidate for the Board of Nominees must submit the copy of the ID; the
resume which details the professional activity; the fiscal record; and the
criminal record or notarized statement attesting that the candidate has not
been convicted and is not currently investigated by any criminal or financial
regulatory authority, in Romania or in any other country, for any criminal,
capital markets, financial, tax or customs related crimes or offences, if the
candidate is not a Romanian citizen; the questionnaire regarding the
independence of the candidate, filled in and signed by the candidate; a letter
of intent setting out the reasons supporting the candidacy and the consent
form and information note for the collection and processing of personal data
in the recruitment process, filled in and signed by the candidate, whose
templates are available in the GSM informative materials on the Company's
webpage.

 

The list including information with regard to the name, the locality of
residence, the professional qualification, the capacity as shareholder, fiscal
record and criminal record, the independence questionnaire, the CV and the
letter of intent will be published on the webpage of the Company and shall be
updated daily on the basis of the proposals received.

 

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 Constitutive Act, one or several shareholders representing individually
or jointly at least 5% of the Company's share capital may request the Sole
Director the introduction of additional items on the agenda of the EGM/OGM
and/or the presentation of draft resolutions for the items included or
proposed to be included on the agenda of the EGM/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 up-to-date 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 of the date of the EGM/OGM convening notice publication
in the Official Gazette of Romania, allowing for the identification thereof in
the Company's shareholders registry 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.

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

c)   they must be sent in original, signed, 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 or by e-mail at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) with incorporated extended electronic
signature as per Law no. 455/2001 on the electronic signature, republished
("Law no. 455/2001") by 11 November 2024, 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 28 November 2024, 11:00 AM (Romanian time), for the purpose of good
process and preparation of the general meetings. Shareholders who did not
submit the questions by 28 November 2024, 11:00 AM (Romanian time) can address
the questions during the general meetings. 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 EGM/OGM.

 

Commencing with the date of publication of this convening notice in the
Official Gazette of Romania, the general procedure for organizing general
shareholders meetings (including the procedure for voting through a
representative with a special/general power of attorney, the procedure which
allows voting by correspondence or electronic voting via the eVote platform,
the procedure regarding secret vote, if applicable), the templates of special
and general power of attorneys 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 other
information materials regarding the items included on the agenda of the
EGM/OGM, including the draft resolutions proposed to be passed within the
meeting, shall be available at the same coordinates above-mentioned.

 

Commencing 13 November 2024, the templates of special power of attorney/ballot
papers filed in with the names of the proposed Board of Nominees' candidates,
to be used for voting by representative by special power of attorney/voting by
correspondence 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 EGM/OGM.

 

 

The attendance and voting to the General Meetings

 

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 EGM/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 EGM/OGM made available by FP.

 

The Issuer of the GDRs will vote in the EGM/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 EGM/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 28 November 2024, 11:00 AM (Romanian time) for documents
regarding the EGM and 28 November 2024, 12:00 PM (Romanian time) for documents
regarding the OGM.

 

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 items
of EGM/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, 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 items of the EGM/OGM.

 

Shareholders

 

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

a)   within the EGM/OGM - direct vote;

b)   by correspondence; or

c)   by electronic voting, via the eVote platform.

 

 

Voting within the EGM/OGM

 

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 up-to-date 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 shareholder 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, 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 EGM/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 EGM/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, at
agafp@fondulproprietatea.ro (mailto:agafp@fondulproprietatea.ro) until 28
November 2024, 11:00 AM (Romanian time) for documents regarding the EGM and 28
November 2024, 12:00 PM (Romanian time) for documents regarding the OGM.

 

Vote by representative holding a special power of attorney

 

A special power of attorney may be given for a single shareholders' meeting,
as this EGM/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 EGM/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, at:
agafp@fondulproprietatea.ro (mailto:agafp@fondulproprietatea.ro) , so that it
is received by the Company by 28 November 2024, 11:00 AM (Romanian time) for
documents regarding the EGM and 28 November 2024, 12:00 PM (Romanian time) for
documents regarding the OGM.

 

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 up-to-date 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 shareholder 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, 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
EGM/OGM agenda and shall be published on the Company's website in its updated
form;

c)      filed in with the names of the proposed Board of Nominees
candidates shall be made available to the shareholders by the Company starting
with 13 November 2024 at the same coordinates and under the same conditions as
the information materials;

d)      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 EGM/OGM. However, the special power of attorney may nominate other
person(s) as substitutes empowered to represent the shareholder at the EGM/OGM
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 EGM/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) item (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 EGM/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 it is
received by the Company by 28 November 2024, 11:00 AM (Romanian time) for
documents regarding the EGM and 28 November 2024, 12:00 PM (Romanian time) for
documents regarding the OGM, 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, 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) item (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 up-to-date 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 shareholder 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, at agafp@fondulproprietatea.ro (mailto:agafp@fondulproprietatea.ro)
.

 

The Company accepts a general 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's headquarters or by
e-mail with incorporated extended electronic signature in accordance with Law
no. 455/2001, at 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 EGM/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

 

The vote of the shareholders at the EGM/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, at agafp@fondulproprietatea.ro (mailto:agafp@fondulproprietatea.ro)
, so that they are received by the Company by 28 November 2024, 11:00 AM
(Romanian time) for documents regarding the EGM and 28 November 2024, 12:00 PM
(Romanian time) for documents regarding the OGM.

 

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 up-to-date 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 shareholder 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, 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
EGM/OGM agenda and shall be published on the Company's website in its updated
form;

c)      filed in with the names of the proposed Board of Nominees
candidates shall be made available to the shareholders by the Company starting
with 13 November 2024 at the same coordinates and under the same conditions as
the information materials.

 

If a shareholder voted by sending a ballot paper by correspondence, but then
attends the EGM/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 EGM/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
EGM/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 EGM/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 EGM/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.

 

Electronic voting via the eVote platform

 

The shareholders registered at the Reference Date on the list of the Company's
shareholders issued by Depozitarul Central SA may vote by electronic means via
the eVote platform, in accordance with the provisions of Art. 197 of
Regulation no. 5/2018.

 

Electronic voting may be used exclusively before the EGM/OGM, at least 24
hours before the EGM/OGM, namely until 29 November 2024, 11:00 AM (Romanian
time) for EGM and 29 November 2024, 12:00 PM (Romanian time) for OGM, by
accessing fp.evote.ro, using any available devices (e.g. computer, laptop,
smartphone, tablet, etc.) connected to internet.

 

In order to comply with the above-mentioned deadline, shareholders should
consider that before exercising their voting rights via the eVote platform,
they have to complete the enrolment process described below and their voting
account has to be validated by the Company. While shareholders who are natural
persons have to complete the enrolment process only once and update their
information whenever necessary, shareholders that are legal persons / entities
without legal personality have to complete it with respect to each GSM. In
case the voting account is not validated as to enable a shareholder to
exercise its voting right at least 24 hours before the EGM/OGM, shareholders
may vote using one of the voting methods provided by Art. 105 para (19) of
Issuers' Law (i.e., within the EGM/OGM, directly or by representative, or by
correspondence).

 

The enrolment can be done using the following methods:

§ directly via the eVote platform; or

§ via the Investors Enrolment online platform of Depozitarul Central SA
(available only for shareholders that are natural persons, Romanian
residents).

 

For identification and access on the platform for electronic voting before the
EGM/OGM, shareholders will provide the following information:

 

A. For shareholders who are natural persons:

i. name and surname;

ii. personal identification number;

iii.   e-mail address;

iv.  copy of the identity document (e.g. identity card, passport or residence
permit); the electronic copy of the relevant identity document will be
uploaded in the dedicated online field, in one of the following extensions:
.jpg, .pdf, .png;

v.   phone number (optional); or

vi.  they can connect directly using the access credentials generated
following identification through the Investor Enrolment platform developed by
Depozitarul Central SA: https://www.roclear.ro/Inrolare-Investitori, available
only for Romanian residents.

 

B. For shareholders that are legal persons / entities without legal
personality:

i.    the name of the legal person;

ii.    unique registration code (CUI) / legal entity identifier (LEI);

iii.   the name and surname of the legal representative;

iv.  the personal identification number of the legal representative;

v.   e-mail address;

vi.  copy of the identity document of the legal representative (e.g.,
identity card, passport or residence permit); the electronic copy of the
relevant identity document will be uploaded in the dedicated online field, in
one of the following extensions: .jpg, .pdf, .png;

vii.  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 has not informed on time Depozitarul Central
SA about its legal representative or this information is not updated in the
shareholders' register of FP, then the capacity of legal representative shall
be attested based on an up to date excerpt issued by the Trade Registry or
based on any other document issued by a competent authority from the country
where the shareholder is registered, in original or certified copy, no older
than twelve (12) months as from the date when the general meeting convening
notice was published in the Official Gazette of Romania; the electronic copies
of the relevant documents will be uploaded in the dedicated online field, in
one of the following extensions: .jpg, .pdf, .png;

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

ix.  phone number (optional).

 

Electronic voting via the eVote platform may not be exercised via
representative (proxy), neither based on a general nor a special power of
attorney.

 

The platform contains voting options for each and all items on the agenda.
Electronic voting is exercised by ticking a voting option "for" or "against"
or to mention "abstention", followed by pressing the "register vote" button.
Votes marked in the platform without pressing the "register vote" button will
not be taken into account.

 

During the period when electronic voting via the eVote platform is available,
the electronic voting bulletin can be filled in and rectified by the
shareholder as many times as it deems appropriate. Only the last expressed
option existing in the web application will be taken into consideration. After
the expiry of the period designated for electronic voting, as indicated in the
convening notice and/or subsequent announcements, such method cannot be used
anymore.

 

The platform for electronic voting will allow the subsequent verification of
the way in which the vote was exercised in the EGM/OGM and, at the same time,
ensure possibility that every shareholder participating to the EGM/OGM can
verify its vote.

 

SOLE DIRECTOR

Franklin Templeton International Services S.à r.l.

 

 

By:    ___________

         Johan Meyer,

Permanent Representative

 

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