REG - Fondul Proprietatea - OGSM & EGSM resolutions 2 December 2024

Fondul Proprietatea SAAnnouncement

02/12/2024 12:45

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RNS Number : 4504O  Fondul Proprietatea S.A.  02 December 2024

 To:          Bucharest Stock Exchange                                            Report date:

                 Financial Supervisory Authority                                  2 December 2024

                London Stock Exchange                                             Name of the issuing entity:

                                                                                  Fondul Proprietatea S.A.

 Current report according to Article 234 para. (1) letter d) and e) of the
 Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial

 instruments and market operations, as well as the provisions of Article 99       Registered office:
 letter a) of the Code of the Bucharest Stock Exchange, Title II, Issuers and

 Financial Instruments                                                            76-80 Buzesti Street

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

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

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

 fund manager and sole director of Fondul Proprietatea SA ("Fondul                Tel.: + 40 21 200 96 00
 Proprietatea" / the "Fund"), hereby, announces that on 2 December 2024 were

 held at "Radisson Blu" Hotel, 63-81 Calea Victoriei Street, Atlas 2 Room, 1st    Fax: + 40 31 630 00 48
 District, Bucharest, 010065, Romania, the Fund's Extraordinary General

 Shareholders Meeting ("EGM") and Ordinary General Shareholders Meeting ("OGM")
 commencing 11:00 am (Romanian time) in case of EGM and 12:00 pm (Romanian

 time) in case of OGM.                                                            Email:

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

 The meetings were chaired by Mr. Johan Meyer, the Permanent Representative of
 Franklin Templeton International Services S.à r.l., the Sole Director of the

 Fund.                                                                            Internet:

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

 The shareholders of the Fund decided the following with respect to:

                                                                                  Sole Registration Code with the Trade Register Office:

 A. The agenda of the EGM:                                                        18253260

 Ø To approve Item 1 on the EGM Agenda, respectively,                             Order number in the Trade Register:

                                                                                  J40/21901/2005

 "The approval of:

                                                                                  Subscribed and paid-up share capital:

 (a)      the delisting of the global depositary receipts ("GDRs") issued         RON 1,849,342,164.28
 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

                                                                                Number of shares in issue and paid-up:
 (b)      the empowerment of the Fund Manager, as alternative investment

 fund manager and sole director of the Fund, to perform any legal acts or         3,556,427,239
 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   Regulated market on which the issued securities are traded:
 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        Shares on Bucharest Stock Exchange
 convert their GDRs into shares; determining the effective date of delisting;

 if the case, determining any relevant matters regarding the sale of the          GDRs on London Stock Exchange
 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."

 Ø To approve Item 2 on the EGM Agenda, respectively,

 "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."

 Ø To approve Item 3 on the EGM Agenda, respectively,

 "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".

 Ø To approve Item 4 on the EGM Agenda, respectively,

 "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; and of

 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 date of the guaranteed participation and the payment date.

 (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'
 resolutions, including formalities for publication and registration thereof
 with the Trade Registry or with any other public institution."

 B. The Agenda of the OGM:

 Ø To approve Item 1 on the OGM Agenda, respectively,

 "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)."

 Mr. Nicholas Paris was appointed as member of the Board of Nominees of Fondul
 Proprietatea for a period of three (3) years.

 Ø To approve Item 2 on the OGM Agenda, respectively,

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

 Ø To approve Item 3 on the OGM Agenda, respectively,

  "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."

 Franklin Templeton International Services S.À R.L. in its capacity of
 alternative investment fund manager and sole director of FONDUL PROPRIETATEA
 S.A.

 Johan MEYER - Permanent Representative

 

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