REG - Fondul Proprietatea - 18 August 2023 OGSM full text resolution

Fondul Proprietatea SAAnnouncement

18/08/2023 15:45

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RNS Number : 8251J  Fondul Proprietatea S.A.  18 August 2023

 To:          Bucharest Stock Exchange                                            Report date:

                 Financial Supervisory Authority                                  18 August 2023

                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' resolution (full text) approved by the Ordinary General            Bucharest, 011017
 Shareholders' Meeting of Fondul Proprietatea SA held on 18 August 2023

                                                                                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 resolution (full

 text) approved by the Ordinary General Meeting of Shareholders of Fondul         Fax: +40 31 630 00 48
 Proprietatea on 18 August 2023.

                                                                                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 3,233,269,110.76

                                                                                  Number of shares in issue and paid-up:

                                                                                  6,217,825,213

                                                                                  Regulated market on which the issued securities are traded:

                                                                                  Shares on Bucharest Stock Exchange

                                                                                  GDRs on London Stock Exchange

 

Resolution no. 5 / 18 August 2023

of the Shareholders' Ordinary 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, 18 August 2023, 11:00 AM (Romanian time), the shareholders of Fondul
Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the
Shareholders' Ordinary General Meeting ("OGM") of the Fund, at its first
summoning, at "Radisson Blu" Hotel, 63-81 Calea Victoriei Street, Atlas I
Room, 1(st) District, Bucharest, 010065, Romania, the OGM 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 OGM was published on the Fund's website
(www.fondulproprietatea.ro) on 12 July 2023 and in the Official Gazette of
Romania, Part IV, number 3142 of 14 July 2023 and in "Adevărul" newspaper
number 621 of 14 - 16 July 2023 and republished with a supplementation on the
Fund's website on 1 August 2023 and in the Official Gazette of Romania, Part
IV, number 3445 of 2 August 2023 and in "Adevărul" newspaper number 8983 of 2
August 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;

 

§ The provisions of Law no. 24/2017 on issuers of financial instruments and
market operations, with its subsequent amendments and supplementations
(Issuers' Law);

 

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

 

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

 

it is necessary to have a number of shareholders holding 25% of the total
voting shares in order to meet the quorum conditions, in the present OGM,
manifesting their vote 121 of shareholders, which represents a number of
3,148,080,864 voting rights (i.e. 58.7007% of the total voting rights at the
reference date 3 August 2023, i.e. 5,362,940,261; i.e. 50.6299% of the total
number of shares in issue at the reference date 3 August 2023, i.e.
6,217,825,213),

 

there are met the quorum for holding this meeting and the majority for
shareholders to decide legally, under the legally required majority (according
to art. 112 paragraph (1) of the Companies' Law no. 31/1990 and art. 14 I
paragraph (1) of the Fund's Constitutive Act).

 

Following debates, the Fund's shareholders decide as follows.

 

I.     Approves the payment of a special dividend in gross amount of RON
1.7225 per share resulting from collections, amounting to RON 9,281,212,040
resulting from the initial public offer of shares held by Fondul Proprietatea
in SPEEH Hidroelectrica S.A. The distribution of collections resulting from
the sale of SPEEH Hidroelectrica S.A. shares as special dividends was approved
during the Extraordinary General Meeting of Shareholders of Fondul
Proprietatea, according to Decision no. 3/15.11.2022, item I.

 

(Item added on the agenda at the request of the shareholder Ministry of
Finance)

 

This item is approved with 2,861,744,429 votes, representing 90.8999% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 (1), second paragraph of the Constitutive Act corroborated
with Article 112 (1), second paragraph of Companies' Law no. 31/1990.

The votes were recorded as follows:

 

-     2,861,744,429 votes "for";

-     192,313,496 votes "against";

-     94,122,689 abstentions;

-     55,027 votes "not given";

-     666,306 votes annulled from correspondence;

-     no votes annulled in the OGM meeting.

 

II.    The approval of:

 

(a)      The date of 7 September 2023 as the Ex - Date, in accordance
with Article 176 paragraph (1), computed with the provisions of Article 2
paragraph (2) letter (l) of Regulation no. 5/2018;

 

The date of 8 September 2023 as the Registration Date, in accordance with
Article 176 paragraph (1) of Regulation no. 5/2018, computed with the
provisions of Article 87 paragraph (1) of Issuers' Law; and of

 

The date of 29 September 2023 as the Payment Date, in accordance with Article
178 paragraph (2) of Regulation no. 5/2018, computed with the provisions of
Article 87 paragraph (2) of Issuers' Law.

 

As they are not applicable to this OGM, the shareholders do not decide on the
other aspects provided by Article 176 paragraph (1) of Regulation no. 5/2018
such as date of the guaranteed participation.

 

(b)      The empowerment, with authority to be substituted, of Johan
Meyer to sign the shareholders' resolutions, as well as any other documents in
connection therewith, and to carry out all procedures and formalities set out
by law for the purpose of implementing the shareholders' resolution, including
formalities for publication and registration thereof with the Trade Registry
or with any other public institution.

 

This item is approved with 2,939,605,347 votes, representing 93.3731 % of the
total votes held by the present or represented shareholders, in accordance
with Article 14 (1), second paragraph of the Constitutive Act corroborated
with Article 112 (1), second paragraph of Companies' Law no. 31/1990.

 

The votes were recorded as follows:

 

-     2,939,605,347 votes "for";

-     192,301,796 votes "against";

-     16,287,238 abstentions;

-     41,265 votes "not given";

-     666,306 votes annulled from correspondence;

-     no votes annulled in the OGM meeting.

 

This OGM Resolution no. 5 is drafted on behalf of the shareholders today, 18
August 2023, in 3 original counterparts by:

 

 

________________________

Johan MEYER

Chairman

 

 

_______________________

Mihai CHIȘU

Meeting secretary

 

 

 

_______________________

Radu ROPOTĂ

Technical secretary

 

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