REG - Fondul Proprietatea - 13 February 2024 EGSM full text resolutions
14/02/2024 09:30
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RNS Number : 1199D Fondul Proprietatea S.A. 14 February 2024
To: Bucharest Stock Exchange Report date:
Financial Supervisory Authority 14 February 2024
London Stock Exchange
Name of the issuing entity:
Current report according to Article 234 para. (1) letter d) and e) of the Fondul Proprietatea S.A.
Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial
instruments and market operations, as well as the provisions of Article 99
letter a) of the Code of the Bucharest Stock Exchange, Title II, Issuers and
Financial Instruments Registered office:
76-80 Buzesti Street
Important events to be reported: 7(th) floor, 1(st) district,
Shareholders' resolutions (full text) approved by the Extraordinary General Bucharest, 011017
Shareholders' Meeting of Fondul Proprietatea SA held on 13 February 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 Proprietatea Tel.: + 40 21 200 96 00
/ the Company / the Fund"), hereby publishes the Shareholders resolutions
(full text) approved by the Extraordinary General Meeting of Shareholders of Fax: +40 31 630 00 48
Fondul Proprietatea on 13 February 2024.
Email:
Franklin Templeton International Services S.À R.L. in its capacity of
alternative investment fund manager and sole director of FONDUL PROPRIETATEA office@fondulproprietatea.ro (mailto:office@fondulproprietatea.ro)
S.A.
Internet:
Johan MEYER
www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)
Permanent Representative
Sole Registration Code with the Trade Register Office:
18253260
Order number in the Trade Register:
J40/21901/2005
Subscribed and paid-up share capital:
RON 2,947,779,186.56
Number of shares in issue and paid-up:
5,668,806,128
Regulated market on which the issued securities are traded:
Shares on Bucharest Stock Exchange
GDRs on London Stock Exchange
Resolution no. 1 / 13 February 2024
of the Shareholders' Extraordinary General Meeting of
FONDUL PROPRIETATEA S.A.
Headquarters: 76-80 Buzești Street, 7(th) floor, 1(st) district, Bucharest,
Romania,
Registered with the Trade Registry under number J40/21901/2005, fiscal
registration code 18253260
Today, 13 February 2024, 11:00 AM (Romanian time), the shareholders of Fondul
Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the
Shareholders' Extraordinary General Meeting ("EGM") of the Fund, at its first
summoning, at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le
Diplomate Salon, 1-3 Episcopiei Street, 1(st) District, Bucharest, zip code
010292, Romania, the EGM being opened by its Chairman, namely Mr. Johan Meyer,
in his capacity of permanent representative of 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, in its capacity of alternative investment fund manager and sole director
of Fondul Proprietatea S.A. ("Sole Director").
Whereas:
§ The convening notice of the EGM was published on the Fund's website
(www.fondulproprietatea.ro) on 27 December 2023 and in the Official Gazette of
Romania, Part IV, number 5778 of 28 December 2023 and in "Jurnalul" newspaper
number 1554 (8866) of 28 December 2023;
§ 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;
§ 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"),
§ The provisions of the Fund's constitutive act ("Constitutive Act"),
it is necessary to have a number of shareholders holding at least 25% of the
total voting shares in order to meet the quorum conditions, in the present
EGM, manifesting their vote 153 of shareholders, which represents a number of
1,544,545,320 voting rights (i.e. 43.4297% of the total voting rights at the
reference date 18 January 2024, i.e. 3,556,427,239; i.e. 27.2464% of the total
number of shares in issue at the reference date 18 January 2024, i.e.
5,668,806,128),
the conditions regarding the quorum for holding this meeting and the majority
for shareholders to decide legally are met, under the legally required
majority (according to art. 115 paragraphs (1)-(2) of the Companies' Law no.
31/1990 and art. 14 I paragraph (3) letter (a) of the Constitutive Act).
Following debates, the Fund's shareholders decide as follows:
I. The approval of the 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 public tender offers, in compliance with the applicable law, for
a maximum number of 1,000,000,000 shares (being in the form of shares and/or
shares equivalent as described above), during the 2024 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 31 December
2024. 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.
This item is approved with 1,081,038,362 votes, representing 69.9907% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 (3) letter (a), second paragraph of the Constitutive Act
corroborated with Article 115 (2), first paragraph of Companies' Law no.
31/1990.
The votes were recorded as follows:
- 1,081,038,362 votes "for";
- 461,945,273 votes "against";
- 51,312 abstentions;
- 1,300 votes "not given";
- 0 votes annulled from correspondence;
- 1,509,073 votes annulled in the EGM meeting.
II. The approval of:
(a) The date of 29 February 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 1 March 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 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.
This item is approved with 1,544,458,694 votes, representing 99.9944% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 (3) letter (a), second paragraph of the Constitutive Act
corroborated with Article 115 (2), first paragraph of Companies' Law no.
31/1990.
The votes were recorded as follows:
- 1,544,458,694 votes "for";
- 85,326 votes "against";
- 0 abstentions;
- 1,300 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the EGM meeting.
This EGM Resolution no. 1 is drafted on behalf of the shareholders today, 13
February 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Ionuț IOANCĂ
Meeting secretary
_______________________
Radu ROPOTĂ
Technical secretary
Resolution no. 2 / 13 February 2024
of the Shareholders' Extraordinary General Meeting of
FONDUL PROPRIETATEA S.A.
Headquarters: 76-80 Buzești Street, 7(th) floor, 1(st) district, Bucharest,
Romania,
Registered with the Trade Registry under number J40/21901/2005, fiscal
registration code 18253260
Today, 13 February 2024, 11:00 AM (Romanian time), the shareholders of Fondul
Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the
Shareholders' Extraordinary General Meeting ("EGM") of the Fund, at its first
summoning, at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le
Diplomate Salon, 1-3 Episcopiei Street, 1(st) District, Bucharest, zip code
010292, Romania, the EGM being opened by its Chairman, namely Mr. Johan Meyer,
in his capacity of permanent representative of 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, in its capacity of alternative investment fund manager and sole director
of Fondul Proprietatea S.A. ("Sole Director").
Whereas:
§ The convening notice of the EGM was published on the Fund's website
(www.fondulproprietatea.ro) on 27 December 2023 and in the Official Gazette of
Romania, Part IV, number 5778 of 28 December 2023 and in "Jurnalul" newspaper
number 1554 (8866) of 28 December 2023;
§ 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;
§ 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"),
§ The provisions of the Fund's constitutive act ("Constitutive Act"),
it is necessary to have a number of shareholders holding at least 25% of the
total voting shares in order to meet the quorum conditions, in the present
EGM, manifesting their vote 153 of shareholders, which represents a number of
1,544,545,320 voting rights (i.e. 43.4297% of the total voting rights at the
reference date 18 January 2024, i.e. 3,556,427,239; i.e. 27.2464% of the total
number of shares in issue at the reference date 18 January 2024, i.e.
5,668,806,128),
the conditions regarding the quorum for holding this meeting and the majority
for shareholders to decide legally are met, under the legally required
majority (according to art. 115 paragraphs (1)-(2) of the Companies' Law no.
31/1990 and art. 14 I paragraph (3) letter (a) of the Constitutive Act).
Following debates, the Fund's shareholders decide as follows:
III. The approval of the sale by Fondul Proprietatea of its shareholding in
the share capital of Engie Romania S.A. under the following terms:
· The Fund Manager is authorised to fulfil and the EGM approves and
ratifies any legal acts or actions necessary, useful and / or appropriate with
respect to the sale of all of the shares of Engie Romania S.A. owned by Fondul
Proprietatea at the date of the resolution including, but without being
limited to, negotiating, approving and establishing the terms and conditions
of any transaction, act or operation authorized under this item of the agenda,
negotiating, approving, signing and implementing any documents related to the
matters authorized according to this item on the agenda, fulfilling any
formalities and authorizing and/or executing any other actions necessary to
give full effect to the operations, transactions and acts authorized in
accordance with this item on the agenda and representing the Company in front
of any authorities and third parties in relation to the matters authorized in
accordance with this item on the agenda.
· The price for the sale by Fondul Proprietatea of all of the shares of
Engie Romania S.A. it owns at the date of this resolution will be of RON
432,616,167.75
This item is approved with 1,070,031,657 votes, representing 69.2781% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 (3) letter (a), second paragraph of the Constitutive Act
corroborated with Article 115 (2), first paragraph of Companies' Law no.
31/1990.
The votes were recorded as follows:
- 1,070,031,657 votes "for";
- 383,468,587 votes "against";
- 89,152,731 abstentions;
- 1,892,345 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the EGM meeting.
IV. The approval of:
(c) The date of 29 February 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 1 March 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 date of the guaranteed participation and the payment date.
(d) 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.
This item is approved with 1,544,458,694 votes, representing 99.9944% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 (3) letter (a), second paragraph of the Constitutive Act
corroborated with Article 115 (2), first paragraph of Companies' Law no.
31/1990.
The votes were recorded as follows:
- 1,544,458,694 votes "for";
- 85,326 votes "against";
- 0 abstentions;
- 1,300 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the EGM meeting.
This EGM Resolution no. 2 is drafted on behalf of the shareholders today, 13
February 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Ionuț IOANCĂ
Meeting secretary
_______________________
Radu ROPOTĂ
Technical secretary
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