REG - Fondul Proprietatea - 27 September 2024 GSM Resolutions

Fondul Proprietatea SAAnnouncement

27/09/2024 14:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240927:nRSa0775Ga&default-theme=true

RNS Number : 0775G  Fondul Proprietatea S.A.  27 September 2024

 To:          Bucharest Stock Exchange                                            Report date:

                 Financial Supervisory Authority                                  27 September 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 27 September 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 27 September 2024 were

 held at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate          Fax: + 40 31 630 00 48
 Salon, 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 Item 1 on the EGM Agenda, respectively, "The approval of the        Order number in the Trade Register:
 amendment of Article 19 par. (3) of the Constitutive Act of Fondul

 Proprietatea, which shall be read as follows:                                    J40/21901/2005

 "(3) The mandate of the AIFM shall not exceed 4 years, with the possibility of   Subscribed and paid-up share capital:
 re-election. The AIFM will call an Ordinary General Meeting of Shareholders to

 be held at least 6 months before the expiry of the mandate of AIFM and will      RON 1,849,342,164.28
 ensure that the agenda of the ordinary general shareholders meeting will

 include points granting the options to (i) approve the renewal of the AIFM's
 mandate, (ii) appoint a new AIFM in accordance with the legal provisions in

 force, with the shareholders being granted the opportunity to propose
 candidates for such position; the agenda will also include provisions for the

 authorization of the negotiation and execution of the relevant investment        Number of shares in issue and paid-up:
 management agreement and fulfilment of all relevant formalities for the

 authorization and legal completion of such appointment."                         3,556,427,239

 Ø To approve Item 2 on the EGM Agenda, respectively, "The approval of the        Regulated market on which the issued securities are traded:
 amendment of Article 20 of the Constitutive Act of Fondul Proprietatea, which

 shall be read as follows:                                                        Shares on Bucharest Stock Exchange

                                                                                  GDRs on London Stock Exchange

 "The Alternative Investment Fund Manager shall appoint a natural person as its
 permanent representative. The Alternative Investment Fund Manager shall also

 appoint a natural person as the replacement for the permanent representative,
 to perform the duties of the permanent representative in case of inability to

 carry out his/her activities. The Alternative Investment Fund Manager can
 change the permanent representative and/or the replacement in accordance with

 the applicable law. All changes will be registered with the Trade Registry."

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

 (a)   The date of 10 October 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 11 October 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."

 Item 3 on the 27 September 2024 EGM Agenda was not approved.

 Please recall that Item 3 on the EGM agenda refers to:

 "Starting with the date when this Resolution of the extraordinary general
 meeting of shareholders is published in the Official Gazette of Romania, Part
 IV, the empowerment given by the Resolution of the extraordinary general
 meeting of shareholders no. 1/13.02.2024 on the approval of the authorization
 of the sole director to buy-back shares of Fondul Proprietatea, global
 depositary receipts or titles of interest corresponding to shares of Fondul
 Proprietatea, via trading on the regular market on which the shares, the
 global depositary receipts or titles of interest 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, shall be
 amended as follows: During the time frame remained until the end of the
 mandated granted to Franklin Templeton International Services S.a r.l.,
 respectively 31 March 2025, the sole director shall not be entitled to buyback
 shares of Fondul Proprietatea, global depositary receipts or titles of
 interest corresponding to shares of Fondul Proprietatea."

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

 B. The Agenda of the OGM.

 Ø To approve Item 1 on the OGM Agenda, respectively, "The approval of 2024
 revised budget of Fondul Proprietatea, in accordance with the supporting
 materials."

 Ø Regarding Item 2 on the OGM Agenda, respectively

 "The appointment for a period of three (3) years of two (2) members of the
 Board of Nominees of Fondul Proprietatea following (i) the expiration of the
 mandate of Mr. Nicholas Paris on 6 April 2024 and (ii) the resignation of Mr.
 Martin Bernstein which became effective on 12 July 2024. The mandate of each
 new member in the Board of Nominees shall start on the date the respective
 candidate appointed by the OGM accepts such appointment. (secret vote)",

 please be informed that only one (1) candidate obtained the statutory majority
 provided by the Fund's Constitutive Act for being elected as member of the
 Board of Nominees, the other seat remaining vacant.

 Mrs. Ileana-Lăcrămioara Isărescu was appointed as member of the Board of
 Nominees of Fondul Proprietatea for a period of three (3) years.

 Ø To approve Item 3 on the OGM Agenda, respectively "The appointment of Ernst
 & Young Assurance Services SRL, with its headquarters in Bucharest, 15 -
 17 Ion Mihalache Blvd., Tower Center Building, 22nd Floor, 1st District,
 011171, Romania, registered with the Trade Registry under no. J40/5964/1999,
 Sole Registration Number 11909783, as the financial auditor of Fondul
 Proprietatea, setting the duration of the financial audit agreement for the
 period starting with 1 September 2025 to 31 August 2026, and revocation and
 deregistration from the Trade Registry of Deloitte Audit SRL; and setting the
 scope of work of the financial audit agreement: audit of the financial
 statements of Fondul Proprietatea for the financial year ended 31 December
 2025, to be prepared in accordance with the International Financial Reporting
 Standards as adopted by the European Union, and setting the level of its
 remuneration for the financial audit services described above at a maximum
 level (without VAT) of EUR 115,235/year." (secret vote)

 Ø To approve Item 4 on the OGM Agenda, respectively, "The approval of the
 following selection criteria, as prepared and proposed by the Board of
 Nominees on the basis of the advice received by the Board of Nominees from
 Numis Securities Limited, member of Deutsche Bank Group, and based on which
 the Board of Nominees shall select the alternative investment fund manager
 ("AIFM") of Fondul Proprietatea:

 a. Established investment management entity operating to global standards in
 asset management, client servicing, compliance, financial reporting, investor
 relations, and risk management, and with experience and expertise in mandates
 invested in Romania and/or similar markets.

 b. Proposal for Fondul Proprietatea's investment mandate which should
 predominantly be focused on continued investment in domestic entities,
 including state-owned enterprises, and which may involve further direct or
 indirect investment in unquoted entities.

 c. Regulatory authorisation necessary to implement Fondul Proprietatea's
 investment mandate, specifically an AIFM authorised as an alternative
 investment fund manager by the Romanian Financial Supervisory Authority or an
 EU-authorised AIFM with a credible basis for seeking a passport to operate in
 Romania.

 d. Internal resources necessary to implement Fondul Proprietatea's investment
 mandate including operational capacity in Romania (or credible basis for
 establishing a Romanian office) (or credible proposal to put resources in
 place which may involve an outsourcing model).

 e. Remuneration structure aligned with interests of shareholders as a whole in
 the long-term delivery of Fondul Proprietatea's investment mandate."

 Ø To approve Item 5 on the OGM Agenda, respectively, "The appointment,
 following selection by the Board of Nominees, of Numis Securities Limited,
 member of Deutsche Bank Group, with its head-office at 45 Gresham Street,
 London, United Kingdom ("Deutsche Numis"), as selection advisor assisting
 Fondul Proprietatea through the members of the Board of Nominees. Deutsche
 Numis shall provide services related to the selection of the potential AIFM,
 assisting the members of the Board of Nominees in drafting the request for
 proposals to be sent to potential candidates, selection and analysis of the
 offers received, project management of the selection process and assistance
 during negotiation of the new terms of the management agreement to be
 negotiated with the selected candidate(s)."

 Ø To approve Item 6 on the OGM Agenda, respectively, "The approval of a
 maximum advisory budget of RON 3,8 million, including all applicable taxes and
 outof-pocket expenses, to be used by the members of the Board of Nominees, for
 the payment of the services to be provided by Deutsche Numis pursuant to any
 appointment in accordance with a resolution adopted by the OGM following a
 favourable vote on item 5 of this OGM agenda, as well as for any other
 services related to the selection of an AIFM, including financial advisory
 services and legal services required for this purpose."

 Ø To approve Item 7 on the OGM Agenda, respectively, "The approval of the
 authorisation of the Chairperson of the Board of Nominees (with authority to
 be substituted by another member of the Board of Nominees), with the signature
 of such person being binding upon and mandatory for the Fund, to take the
 following actions and to act in the name of and on behalf of the Fund (the
 "Authorisation"):

 a. to select and appoint any advisors (without prejudice to any appointment
 pursuant to an OGM resolution approving point 5 on this OGM agenda) to assist
 Fondul Proprietatea and the Board of Nominees in relation to the AIFM
 selection process which has been commenced by the Board of Nominees following
 the OGSM Resolution no. 9 of 25 September 2023 (the "Selection Process");

 b. to negotiate and agree, as the case may be, in the name and on behalf of
 Fondul Proprietatea, any documents (as well as any amendments thereto)
 regarding the Selection Process; and

 c. to sign, execute and deliver all agreements with advisors, written
 instruments and all other documents, which are necessary, desirable and/or
 appropriate in order to fulfil the Authorisation granted hereby."

 Ø To approve Item 8 on the OGM Agenda, respectively, "The approval of (i) the
 extension of the mandate of Franklin Templeton International Services S.à
 r.l., a société à responsabilité limitée, whose registered office is
 located at 8A rue Albert Borschette, L1246 Luxembourg and registered with the
 Luxembourg Register of Commerce and Companies under number B 36.979, as the
 sole director of Fondul Proprietatea that acts also as the alternative
 investment fund manager of Fondul Proprietatea, for a period of one (1) year
 starting with 1 April 2025 and until 31 March 2026, inclusive and (ii) the
 corresponding extension of the terms of the management agreement executed
 between Fondul Proprietatea and Franklin Templeton International Services S.à
 r.l. on 29 March 2024, as approved by the OGSM Resolution no. 2 of 26 March
 2024 (the "Management Agreement") until 31 March 2026, inclusive (with the
 corresponding amendments to the provisions linked to the duration of the
 Management Agreement), in accordance with the addendum to the Management
 Agreement in the form set out in the supporting documentation (the
 "Addendum"), with all the other provisions of the Management Agreement
 remaining unchanged. The extended mandate and the corresponding Addendum will
 enter into force only to the extent that by 31 March 2025 (a) the OGSM does
 not appoint a new AIFM (who shall also act as sole director), pursuant to the
 AIFM selection process which has been commenced by the Board of Nominees
 following the OGSM Resolution no. 9 of 25 September 2023 (the "Appointment")
 and (b) such appointment does not enter into force by the aforementioned date
 (i.e. 31 March 2025).

 Mrs. Ilinca von Derenthall, the Chairperson of the Board of Nominees is
 empowered (with authority to be substituted by another member of the Board of
 Nominees) to execute the Addendum and to perform/sign any related necessary,
 useful and/or opportune legal acts and deeds for and on behalf of Fondul
 Proprietatea." (secret vote)

 Ø To approve Item 11 on the OGM Agenda, respectively, "The approval of:

 (a)   The date of 10 October 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 11 October 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."

 Item 9 on the 27 September OGM Agenda was not put to vote because no candidacy
 proposals were submitted until the expiration of the deadline, respectively 30
 August 2024, 5:00 PM (Romanian time).

 Please recall that Item 9 on the 27 September OGM Agenda refers to:

 "The approval of the appointment of a new sole director of Fondul Proprietatea
 that will act as alternative investment fund manager for a mandate of two (2)
 years starting with 1 April 2025 (provided that all the legal requirements
 related to the appointment of the new sole director of Fondul Proprietatea
 that will act as alternative investment fund manager are finalized by 31 March
 2025, inclusive) and until 31 March 2027, inclusive, according to legal
 provisions in force, subject to point 8 of this OGM agenda not being approved
 by the OGM. The approval of this item on the OGM agenda leads to the
 revocation of the OGSM Resolution no. 9 of 25 September 2023 and of the OGSM
 Resolutions approving the selection criteria, the appointment of Deutsche
 Numis, the budget, and Authorisation for the selection of a new fund manager,
 as outlined under items 4, 5, 6 and 7 of this OGM agenda. The Board of
 Nominees is hereby empowered (i) to negotiate the draft of the management
 agreement which shall be subject to the approval by the ordinary general
 meeting of shareholders; and (ii) to implement all relevant formalities for
 authorizing and finalizing the appointment as per this item." (secret vote)

 Item 10 on the 27 September OGM Agenda was not approved.

 Please recall that Item 10 on the OGM agenda refers to:

 "Alternative to item 8 of the OGMS convening notice -

 Approval of the (i) extension of the empowerment of Franklin Templeton
 International Services S.a r.l., a limited liability company with the
 registered office in rue Albert Borschette no. 8A, L-1246 Luxembourg,
 registered with the Register of Trade and Companies of Luxembourg under number
 B 36.979, as sole director of Fondul Proprietatea, acting as manager of
 alternative investment fund of Fondul Proprietatea, for a period of one (1)
 year from 1 April 2025 to 31 March 2026, inclusively and (ii) corresponding
 extension of the terms of the management agreement concluded between Fondul
 Proprietatea and Franklin Templeton International Services S.a r.l. on 29
 March 2024, as approved by the Resolution of the OGMS no. 2 of 26 March 2024
 (hereinafter referred to as the "Management Agreement") until 31 March 2026,
 inclusively (with the corresponding amendments of the provisions on the term
 of the Management Agreement), according to the Addendum to the Management
 Agreement in the form provided in the supporting documents (hereinafter the
 "Addendum"), all the other provisions of the Management Agreement remaining
 unchanged. The extended mandate and the corresponding Addendum shall enter
 into effect only to the extent that, by 31 March 2025 (a) the OGMS does not
 appoint a new Manager of the AIF (also acting as sole director) according to
 the AIFM selection process initiated by the Board of Nominees following the
 Resolution of the OGMS no. 9 of 25 September 2023 (the "Appointment") and (b)
 such appointment shall not produce effects until the above-mentioned date
 (i.e. 31 March 2025).

 The extension of the mandate of Franklin Templeton International Services S.a
 r.l. for the management of Fondul Proprietatea is granted strictly subject to
 the compliance with the obligations below related to the management strategy,
 for the period 31 March - 31 March 2026, which will be fulfilled and carried
 out by the sole director:

 a. preservation of the current portfolio of Fondul Proprietatea, with the sale
 of the company's portfolio holdings being prohibited; any offers received for
 the sale of some of Fondul Proprietatea holdings will be analysed by the Board
 of Nominees and will be subject to the approval of the OGMS;

 b. prohibition of share buy-backs and the retention/use of cash held by the
 company exclusively for the management of the current portfolio and/or for
 investments, which will be approved in advance by the Board of Nominees.

 Mrs. Ilinca von Derenthall, Chairperson of the Board of Nominees, is empowered
 (with the possibility of being replaced by another member of the Board of
 Nominees) to sign the Addendum and to fulfil/sign any and all necessary,
 useful and/or appropriate legal acts and deeds for and on behalf of Fondul
 Proprietatea. (secret vote)

 This item is approved on condition of non-approval by the OGMS of item 8 on
 the agenda of the OGMS."

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

 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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROMQKOBBNBKDOCB