REG - Fondul Proprietatea - OGSM & EGSM resolutions 30 April 2024

Fondul Proprietatea SAAnnouncement

30/04/2024 11:45

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RNS Number : 6252M  Fondul Proprietatea S.A.  30 April 2024

 To:          Bucharest Stock Exchange                                            Report date:

                 Financial Supervisory Authority                                  30 April 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 30 April 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 30 April 2024 were held

 at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon,        Fax: + 40 31 630 00 48
 1-3 Episcopiei Street, 1(st) District, Bucharest, 010292, Romania, the Fund's

 Extraordinary General Shareholders Meeting ("EGM") commencing 11:00 am
 (Romanian time) and Ordinary General Shareholders Meeting ("OGM") commencing

 12:00 pm (Romanian time).                                                        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 Point 1 on the EGM Agenda, respectively, "The approval of the       Order number in the Trade Register:
 decrease of the subscribed and paid-up share capital of Fondul Proprietatea,

 as follows:                                                                      J40/21901/2005

 The approval of the decrease of the subscribed and paid-up share capital of      Subscribed and paid-up share capital:
 Fondul Proprietatea by RON 1,098,437,022.28, from RON 2,947,779,186.56 to RON

 1,849,342,164.28, pursuant to the cancellation of 2,112,378,889 own shares       RON 2,947,779,186.56
 acquired by Fondul Proprietatea during 2023 through the 14th buy-back

 programme.

 Once the share capital decrease is finalized, the subscribed and paid-up share   Number of shares in issue and paid-up:
 capital of Fondul Proprietatea shall have a value of RON 1,849,342,164.28,

 divided in 3,556,427,239 shares, each having a nominal value of RON 0.52 per     5,668,806,128
 share.

                                                                                Regulated market on which the issued securities are traded:
 The first paragraph of Article 7 of the Constitutive Act of Fondul

 Proprietatea after the share capital decrease is finalized will be changed as    Shares on Bucharest Stock Exchange
 follows.

                                                                                GDRs on London Stock Exchange

 "(1) The subscribed and paid-up share capital of Fondul Proprietatea is in the

 amount of RON 1,849,342,164.28, divided in 3,556,427,239 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 Point 2 on the EGM Agenda, respectively, "The approval of
 the decrease of the legal reserve of Fondul Proprietatea by RON 57,097,985.69
 from RON 646,653,823.00, representing 21.94% of the share capital, to RON
 589,555,837.31, representing 20.00% of the share capital, as of December 31,
 2023.

 The amount of RON 57,097,985.69 is transferred to Retained earnings and
 remains available for future use by shareholders."

 Ø     To approve Point 3 on the EGM Agenda, respectively, "The approval of
 the decrease of the legal reserve of Fondul Proprietatea by RON 219,687,404.45
 from RON 589,555,837.31 to RON 369,868,432.86, representing 20.00% of the
 share capital value after the implementation and effectiveness of the share
 capital decrease contemplated under item 1 of the 30 April 2024 EGM agenda and
 subject to (i) the approval by the EGM of item 1 as set out in the 30 April
 2024 EGM agenda and (ii) the implementation and effectiveness of the share
 capital decrease contemplated under item 1 of 30 April 2024 EGM agenda.
 Following the decrease, the corresponding amount will be transferred to
 Retained earnings and remain available for future use by shareholders."

 Ø     To approve Point 4 on the EGM Agenda, respectively, "The approval
 of:

 (a)       The date of 16 May 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 17 May 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 Point 2 on the OGM Agenda, respectively, "The approval of the
 Annual Activity Report of the Sole Director of Fondul Proprietatea for the
 financial year 2023, including the financial statements for the year ended on
 31 December 2023 prepared in accordance with the International Financial
 Reporting Standards as adopted by the European Union and applying the
 Financial Supervisory Authority Norm no. 39/ 28 December 2015, including in
 the format according to provisions of the EU Delegated Regulation 2019/815 of
 the Council with regard to regulatory technical standards on the specification
 of a single electronic reporting format), based on the auditor's report (all
 as presented in the supporting documentation, on the website of Fondul
 Proprietatea), the ratification of all legal acts concluded, adopted or issued
 on behalf of Fondul Proprietatea, as well as of any management/administration
 measures adopted, implemented, approved or concluded during 2023 financial
 year, along with the discharge of the Sole Director's for any liability for
 its administration during 2023 financial year."

 Ø To approve Point 3 on the OGM Agenda, respectively "The approval of the
 Remuneration Report of Fondul Proprietatea for the 2023 financial year."
 (consultative vote)

 Ø To approve Point 4 on the OGM Agenda, respectively "The approval to cover,
 from Other reserves, the negative reserves of RON 908,845,063.69 incurred in
 2023 financial year derived from the cancelation of the treasury shares
 acquired during the 13th buy-back programme, in accordance with the supporting
 materials."

 Ø To approve Point 5 on the OGM Agenda, respectively, "The approval to cover,
 from various elements of Retained earnings, the accounting loss of RON
 904,097,085.75 incurred in 2023 financial year, in accordance with the
 supporting materials."

 Ø To approve Point 6 on the OGM Agenda, respectively, "The approval of the
 value of the gross dividend of RON 0.06 per share from Retained earnings,
 subject to the approval by the OGM of item 5 as set out in the 30 April 2024
 OGM agenda, in accordance with the supporting documentation.

 The approval for starting the payment of the dividends on 7 June 2024 (the
 Payment Date of this OGM as defined at item 8 of this OGM) to the persons
 registered as shareholders of Fondul Proprietatea on 17 May 2024 (the
 Registration Date as defined at item 8 of this OGM). Treasury shares do not
 constitute dividend entitlement."

 Ø To approve Point 7 on the OGM Agenda, respectively, "The approval of the
 additional fee amounting to EUR 27,000 (before VAT) to be paid to Ernst &
 Young Assurance Services SRL, with its headquarters in Bucharest, 15 -17 Ion
 Mihalache Blvd., Tower Center Building, 22nd Floor, Sector 1, 011171, Romania,
 registered with the Trade Registry under no. J40/5964/1999, Sole Registration
 Number 11909783, in its capacity as the financial auditor of Fondul
 Proprietatea, and the approval of the corresponding change of the 2024 budget
 of Fondul Proprietatea, in accordance with the supporting materials."

 Ø To approve Point 8 on the OGM Agenda, respectively, "The approval of:

 (a)        The date of 16 May 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 17 May 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.

 The date of 7 June 2024 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 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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