REG - Fondul Proprietatea - 30 April 2024 EGM and OGM full text resolutions
02/05/2024 07:15
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RNS Number : 9788M Fondul Proprietatea S.A. 02 May 2024
To: Bucharest Stock Exchange Report date:
Financial Supervisory Authority 2 May 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 and Bucharest, 011017
Ordinary General Shareholders' Meetings of Fondul Proprietatea SA held on 30
April 2024
Phone/fax number:
Franklin Templeton International Services S.À R.L, as alternative investment Tel.: + 40 21 200 96 00
fund manager and sole director of Fondul Proprietatea SA ("Fondul Proprietatea
/ the Company / the Fund"), hereby publishes the Shareholders' resolutions Fax: +40 31 630 00 48
(full text) approved by the Extraordinary and Ordinary General Meetings of
Shareholders of Fondul Proprietatea on 30 April 2024.
Email:
Franklin Templeton International Services S.À R.L. in its capacity of office@fondulproprietatea.ro (mailto:office@fondulproprietatea.ro)
alternative investment fund manager and sole director of FONDUL PROPRIETATEA
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. 3 / 30 April 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, 30 April 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 25 March 2024, in the Official Gazette of
Romania, Part IV, number 1523 of 27 March 2024 and in "Adevărul" newspaper
number 9115 of 27 March 2024;
§ 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"),
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 EGM,
manifesting their vote 150 of shareholders, which represents a number of
1,540,926,114 voting rights (i.e. 43.3382% of the total voting rights at the
reference date 17 April 2024, i.e. 3,555,585,304; i.e. 27.1826% of the total
number of shares in issue at the reference date 17 April 2024, i.e.
5,668,806,128),
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. 115 paragraphs (1)-(2) of the Companies' Law no. 31/1990 and art. 14 I
paragraph (3) letter (a) of the Fund's Constitutive Act).
Following debates, the Fund's shareholders decide as follows.
I. 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 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
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
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
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 1,849,342,164.28, 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.
This item is adopted with 1,540,708,068 votes, representing 99.9858% 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:
- 1,540,708,068 votes "for";
- 1,590 votes "against";
- 0 abstentions;
- 216,456 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the EGSM meeting.
II. 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.
This item is adopted with 1,539,230,210 votes, representing 99.8899% 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:
- 1,539,230,210 votes "for";
- 370 votes "against";
- 0 abstentions;
- 1,695,534 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the EGSM meeting.
This EGM Resolution no. 3 is drafted on behalf of the shareholders today, 30
April 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Laurențiu AVRAM
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Resolution no. 4 / 30 April 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, 30 April 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 25 March 2024, in the Official Gazette of
Romania, Part IV, number 1523 of 27 March 2024 and in "Adevărul" newspaper
number 9115 of 27 March 2024;
§ 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"),
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 EGM,
manifesting their vote 150 of shareholders, which represents a number of
1,540,926,114 voting rights (i.e. 43.3382% of the total voting rights at the
reference date 17 April 2024, i.e. 3,555,585,304; i.e. 27.1826% of the total
number of shares in issue at the reference date 17 April 2024, i.e.
5,668,806,128),
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. 115 paragraphs (1)-(2) of the Companies' Law no. 31/1990 and art. 14 I
paragraph (3) letter (a) of the Fund's Constitutive Act).
Following debates, the Fund's shareholders decide as follows.
I. 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, in accordance with the
supporting materials and as reflected in the Annex of the herein Resolution.
This item is adopted with 1,540,437,962 votes, representing 99.9683% 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:
- 1,540,437,962 votes "for";
- 2,127 votes "against";
- 222,435 abstentions;
- 263,590 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the EGSM meeting.
II. 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.
This item is adopted with 1,539,230,210 votes, representing 99.8899% 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:
- 1,539,230,210 votes "for";
- 370 votes "against";
- 0 abstentions;
- 1,695,534 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the EGSM meeting.
This EGM Resolution no. 4 is drafted on behalf of the shareholders today, 30
April 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Laurențiu AVRAM
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Annex - Sole Director's Proposal for the decrease of the legal reserves, in
accordance with the supporting materials and in the Shareholders'
Extraordinary General Meeting of Fondul Proprietatea S.A. of 30 April 2024
Sole Director's Proposal for the decrease of the legal reserves
In accordance with Article 183 of the Companies Law, Fondul must annually
allocate at least 5% of the profit as reserve fund (i.e., the legal reserve),
until it reaches at least 20% of the share capital.
Following the Resolution no. 3 / 21 April 2023 of the Extraordinary General
Shareholders' Meeting based on which the legal reserve of the Fund was
decreased to RON 646,653,823.00, the legal reserve represented 20% of the
Fund's share capital. On 12 October 2023, the cancellation of the treasury
shares acquired during 2022 was finalised and the share capital of Fondul was
decreased by the corresponding amount. Consequently, the legal reserve
represented 21.94% of the Fund's share capital as at 31 December 2023.
Based on the analysis performed, the Sole Director did not identify any
regulatory provisions that would prevent the decrease of the legal reserve to
20% of the share capital of Fondul and does not see any benefit in maintaining
a higher level of the legal reserve compared to the threshold imposed by the
law.
1. Decrease of the legal reserve following the cancellation of shares
acquired in 13(th) Buyback programme
As a result of the above, the Sole Director proposes shareholders to approve
the decrease of the legal reserves 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 of the Fund, as at 31
December 2023.
The amount of RON 57,097,985.69 is transferred to retained earnings and remain
available for future use by shareholders.
This Sole Director's proposal for the decrease of the legal reserve is subject
to shareholders' approval on point 2 of the 30 April 2024 Extraordinary
General Shareholders' Meeting ("EGM") agenda.
2. Decrease of the legal reserve following the cancellation of shares
acquired in 14th Buyback programme, subject to specific conditions to be met
Following the implementation of the decrease of the legal reserve detailed
above and subject to the approval by the shareholders and the implementation
and effectiveness during 2024 of the share capital decrease contemplated under
point 1 of 30 April 2024 EGM agenda (regarding the cancellation of the shares
acquired within 14(th) Buyback programme), the new share capital of the Fund
would be RON 1,849,342,164.28, while the legal reserve would be RON
589,555,837.31, representing 31.88% of the new share capital of the Fund.
As a result of the above, and subject to fulfilling the aforementioned
conditions, the Sole Director proposes shareholders to approve the decrease of
the legal reserve 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 point 1 of the 30 April 2024 EGM agenda.
Following the decrease, the corresponding amount of RON 219,687,404.45 will be
transferred to retained earnings and remain available for future use by
shareholders.
This Sole Director's proposal for the decrease of the legal reserve is subject
to shareholders' approval on point 3 of the 30 April 2024 EGM.
The movement in legal reserves balance following the implementation of point 2
and point 3 of the 30 April 2024 EGM agenda is illustrated in the table below:
All amounts in RON Legal reserves
Audited balance as at 31 December 2023 646,653,823
Transfer to retained earnings as per point 2 of 30 April 2024 EGM agenda (57,097,986)
Transfer to retained earnings as per point 3 of 30 April 2024 EGM agenda, (219,687,404)
subject to the approval, implementation, and effectiveness of point 1 of 30
April 2024 EGM agenda
Total estimated legal reserves at 31 December 2024 369,868,433
Resolution no. 5 / 30 April 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, 30 April 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 25 March 2024, in the Official Gazette of
Romania, Part IV, number 1523 of 27 March 2024 and in "Adevărul" newspaper
number 9115 of 27 March 2024;
§ 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"),
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 EGM,
manifesting their vote 150 of shareholders, which represents a number of
1,540,926,114 voting rights (i.e. 43.3382% of the total voting rights at the
reference date 17 April 2024, i.e. 3,555,585,304; i.e. 27.1826% of the total
number of shares in issue at the reference date 17 April 2024, i.e.
5,668,806,128),
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. 115 paragraphs (1)-(2) of the Companies' Law no. 31/1990 and art. 14 I
paragraph (3) letter (a) of the Fund's Constitutive Act).
Following debates, the Fund's shareholders decide as follows.
I. 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 approved by
Resolution no. 3 / 30 April 2024, subject to the implementation and
effectiveness of the share capital decrease approved by Resolution no. 3 / 30
April 2024, in accordance with the supporting materials and as reflected in
the Annex of the herein Resolution. Following the decrease, the corresponding
amount will be transferred to Retained earnings and remain available for
future use by shareholders.
This item is adopted with 1,539,349,918 votes, representing 99.8977% 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:
- 1,539,349,918 votes "for";
- 1,185,650 votes "against";
- 386,814 abstentions;
- 3,732 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the EGSM meeting.
II. 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.
This item is adopted with 1,539,230,210 votes, representing 99.8899% 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:
- 1,539,230,210 votes "for";
- 370 votes "against";
- 0 abstentions;
- 1,695,534 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the EGSM meeting.
This EGM Resolution no. 5 is drafted on behalf of the shareholders today, 30
April 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Laurențiu AVRAM
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Annex - Sole Director's Proposal for the decrease of the legal reserves after
the implementation of the share capital decrease, in accordance with the
supporting materials and in the Shareholders' Extraordinary General Meeting of
Fondul Proprietatea S.A. of 30 April 2024
Sole Director's Proposal for the decrease of the legal reserves
In accordance with Article 183 of the Companies Law, Fondul must annually
allocate at least 5% of the profit as reserve fund (i.e., the legal reserve),
until it reaches at least 20% of the share capital.
Following the Resolution no. 3 / 21 April 2023 of the Extraordinary General
Shareholders' Meeting based on which the legal reserve of the Fund was
decreased to RON 646,653,823.00, the legal reserve represented 20% of the
Fund's share capital. On 12 October 2023, the cancellation of the treasury
shares acquired during 2022 was finalised and the share capital of Fondul was
decreased by the corresponding amount. Consequently, the legal reserve
represented 21.94% of the Fund's share capital as at 31 December 2023.
Based on the analysis performed, the Sole Director did not identify any
regulatory provisions that would prevent the decrease of the legal reserve to
20% of the share capital of Fondul and does not see any benefit in maintaining
a higher level of the legal reserve compared to the threshold imposed by the
law.
1. Decrease of the legal reserve following the cancellation of shares
acquired in 13(th) Buyback programme
As a result of the above, the Sole Director proposes shareholders to approve
the decrease of the legal reserves 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 of the Fund, as at 31
December 2023.
The amount of RON 57,097,985.69 is transferred to retained earnings and remain
available for future use by shareholders.
This Sole Director's proposal for the decrease of the legal reserve is subject
to shareholders' approval on point 2 of the 30 April 2024 Extraordinary
General Shareholders' Meeting ("EGM") agenda.
2. Decrease of the legal reserve following the cancellation of shares
acquired in 14th Buyback programme, subject to specific conditions to be met
Following the implementation of the decrease of the legal reserve detailed
above and subject to the approval by the shareholders and the implementation
and effectiveness during 2024 of the share capital decrease contemplated under
point 1 of 30 April 2024 EGM agenda (regarding the cancellation of the shares
acquired within 14(th) Buyback programme), the new share capital of the Fund
would be RON 1,849,342,164.28, while the legal reserve would be RON
589,555,837.31, representing 31.88% of the new share capital of the Fund.
As a result of the above, and subject to fulfilling the aforementioned
conditions, the Sole Director proposes shareholders to approve the decrease of
the legal reserve 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 point 1 of the 30 April 2024 EGM agenda.
Following the decrease, the corresponding amount of RON 219,687,404.45 will be
transferred to retained earnings and remain available for future use by
shareholders.
This Sole Director's proposal for the decrease of the legal reserve is subject
to shareholders' approval on point 3 of the 30 April 2024 EGM.
The movement in legal reserves balance following the implementation of point 2
and point 3 of the 30 April 2024 EGM agenda is illustrated in the table below:
All amounts in RON Legal reserves
Audited balance as at 31 December 2023 646,653,823
Transfer to retained earnings as per point 2 of 30 April 2024 EGM agenda (57,097,986)
Transfer to retained earnings as per point 3 of 30 April 2024 EGM agenda, (219,687,404)
subject to the approval, implementation, and effectiveness of point 1 of 30
April 2024 EGM agenda
Total estimated legal reserves at 31 December 2024 369,868,433
Resolution no. 4 / 30 April 2024
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, 30 April 2024, 12:00 PM (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 "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le
Diplomate Salon, 1-3 Episcopiei Street, 1(st) District, Bucharest, zip code
010292, 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 25 March 2024, in the Official Gazette of
Romania, Part IV, number 1523 of 27 March 2024 and in "Adevărul" newspaper
number 9115 of 27 March 2024;
§ 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 139 of shareholders, which represents a number of
1,541,832,850 voting rights (i.e. 43.3637% of the total voting rights at the
reference date 17 April 2024, i.e. 3,555,585,304; i.e. 27.1985% of the total
number of shares in issue at the reference date 17 April 2024, i.e.
5,668,806,128),
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. 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 2018/815 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.
This item is adopted with 1,541,824,618 votes, representing 99.9995% 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:
- 1,541,824,618 votes "for";
- 0 votes "against";
- 4,500 abstentions;
- 3,732 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
II. 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; and of
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.
This item is adopted with 1,541,797,960 votes, representing 99.9977% 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:
- 1,541,797,960 votes "for";
- 29,548 votes "against";
- 1,610 abstentions;
- 3,732 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
This OGM Resolution no. 4 is drafted on behalf of the shareholders today, 30
April 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Laurențiu AVRAM
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Resolution no. 5 / 30 April 2024
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, 30 April 2024, 12:00 PM (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 "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le
Diplomate Salon, 1-3 Episcopiei Street, 1(st) District, Bucharest, zip code
010292, 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 25 March 2024, in the Official Gazette of
Romania, Part IV, number 1523 of 27 March 2024 and in "Adevărul" newspaper
number 9115 of 27 March 2024;
§ 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 139 of shareholders, which represents a number of
1,541,832,850 voting rights (i.e. 43.3637% of the total voting rights at the
reference date 17 April 2024, i.e. 3,555,585,304; i.e. 27.1985% of the total
number of shares in issue at the reference date 17 April 2024, i.e.
5,668,806,128),
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. The approval of the Remuneration Report of Fondul Proprietatea for
the 2023 financial year.
(consultative vote)
This item is adopted with 1,309,414,843 votes, representing 84.9259% 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:
- 1,309,414,843 votes "for";
- 156,048,900 votes "against";
- 76,264,042 abstentions;
- 105,065 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
II. 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; and of
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.
This item is adopted with 1,541,797,960 votes, representing 99.9977% 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:
- 1,541,797,960 votes "for";
- 29,548 votes "against";
- 1,610 abstentions;
- 3,732 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
This OGM Resolution no. 5 is drafted on behalf of the shareholders today, 30
April 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Laurențiu AVRAM
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Resolution no. 6 / 30 April 2024
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, 30 April 2024, 12:00 PM (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 "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le
Diplomate Salon, 1-3 Episcopiei Street, 1(st) District, Bucharest, zip code
010292, 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 25 March 2024, in the Official Gazette of
Romania, Part IV, number 1523 of 27 March 2024 and in "Adevărul" newspaper
number 9115 of 27 March 2024;
§ 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 139 of shareholders, which represents a number of
1,541,832,850 voting rights (i.e. 43.3637% of the total voting rights at the
reference date 17 April 2024, i.e. 3,555,585,304; i.e. 27.1985% of the total
number of shares in issue at the reference date 17 April 2024, i.e.
5,668,806,128),
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. 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 and as reflected in the
Annex of the herein Resolution.
This item is adopted with 1,540,341,407 votes, representing 99.9033% 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:
- 1,540,341,407 votes "for";
- 82,676 votes "against";
- 1,405,035 abstentions;
- 3,732 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
II. 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; and of
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.
This item is adopted with 1,541,797,960 votes, representing 99.9977% 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:
- 1,541,797,960 votes "for";
- 29,548 votes "against";
- 1,610 abstentions;
- 3,732 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
This OGM Resolution no. 6 is drafted on behalf of the shareholders today, 30
April 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Laurențiu AVRAM
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Annex - The Sole Director's proposal to cover the negative reserves incurred
in 2023 financial year derived from the cancelation of treasury shares, in
accordance with the supporting materials and in the Shareholders' Ordinary
General Meeting of Fondul Proprietatea S.A. of 30 April 2024
Sole Director's Proposal for the Coverage of the Negative Reserve incurred
during the financial year ended 31 December 2023
Overview and accounting treatment
Fondul Proprietatea SA ("the Fund") recognises the treasury shares (i.e.
repurchases of own shares and/ or GDRs) at trade date as a deduction to
shareholders' equity (in an equity reserve account). Treasury shares are
recorded at acquisition cost, including brokerage fees and other transaction
costs directly related to their acquisition. The GDRs bought back by the Fund
are accounted for exactly as the own ordinary shares repurchased, as a
deduction to shareholders' equity. This is the result of the application of
substance over form principle, due to the fact that buy-back via GDRs is only
a technical/ legal form of the transaction, the substance of the transaction
being that the Fund buys back its own shares (in view of reducing the share
capital by cancelling all treasury shares in the form of shares or GDRs
equivalent), giving the same rights to both the holders of the Fund's ordinary
shares and to the holders of the Fund's GDRs, to take part in the buy-back
programmes carried out by the Fund.
Upon completion of all legal and regulatory requirements (i.e. registration of
the share capital decrease with the Trade Registry being the last one, also
marking the moment when the cancelation becomes effective), the treasury
shares are cancelled and netted off against the share capital and other
reserves.
At the cancellation date, only a reallocation between the equity accounts is
booked, without any impact on profit or loss or an additional total
shareholders' equity decrease (as compared to the acquisition impact). A
negative reserve (equity element) arises upon cancelation of the shares
acquired in a buy-back programme if the acquisition value (trade price and
related costs) is higher than the nominal value. However, as mentioned before,
this does not generate an additional shareholder's equity decrease.
The accounting treatment applicable for the recording and cancellation of
treasury shares is based on the provisions of the Financial Supervisory
Authority Norm 39/ 2015, Annex 1, article 75.
Negative reserve incurred during 2023
The table below shows the changes in negative reserves recorded during the
year ended 31 December 2023:
Amounts in RON
1 January 2023 (audited) 230,576,693
Coverage of the negative reserve balance from other reserves, according to (230,576,693)
Resolution no.2 of 21 April 2023 Ordinary General Shareholders' Meeting
Negative equity reserve arising on the cancellation of shares acquired during 908,845,064
the 13th buy-back programme (recorded on 12 October 2023) according to share
capital decrease Resolution no. 2 of 21 April 2023 Extraordinary General
Shareholders' Meeting
31 December 2023 (audited) 908,845,064
The table below shows additional details on the calculation of the negative
reserves booked during 2023:
All amounts in RON 13(th) Buy-back programme
Period 1 Jan 2022 - 31 Dec 2022
Number of shares cancelled during 2023 (1) 549,019,085
Total acquisition cost at trade price (excluding transaction costs) (2) 1,157,219,004
Total costs directly related to transactions, out of which: (3) 37,115,984
· Brokerage fees 231,782
· Financial Supervisory Authority fees 7,351,853
· Stock Exchanges' fees (Bucharest Stock Exchange and London Stock 1,390,647
Exchange)
· Central Depositary fees 82,447
· Legal advisory 184,202
· Other professional fees 9,045
· Distribution fees paid to the Sole Director in relation with the 27,866,008
buy-backs performed
Total buy-back cost impacting the equity of the Fund (trade price plus (4)=(2)+(3) 1,194,334,988
directly related transaction cost)
Correspondent Nominal Value ("NV") at the cancelation date (NV = RON 0.52 per (5)=(1)*NV 285,489,924
share)
Negative equity reserve arising on the cancellation of shares (6)=(5)-(4) (908,845,064)
Article 75 of Annex 1 from the Financial Supervisory Authority Norm 39/ 2015
mentions that the negative balance arising out of the cancellation of equity
instruments may be covered from the retained earnings and other equity
elements, in accordance with the resolution of the General Shareholders
Meeting.
Sole's Director Proposal for covering the negative reserve
Although there is not an explicit legal or regulatory requirement to cover the
negative balance arising out of the cancellation of equity instruments, it is
to be noted that the Financial Supervisory Authority Norm 39/2015 specifically
details how to present it in the financial statements and, further on, the
sources that may be used for covering it, in accordance with the resolution of
the general meeting of shareholders. From this perspective, and by applying a
prudential regulatory approach, the Sole Director believes there are
reasonable arguments supporting the idea that these reserves should be covered
and thus proposes to shareholders the coverage of the negative equity reserves
balance as at 31 December 2023 of RON 908,845,064 (as stated in the notes to
the annual audited statutory IFRS financial statements and detailed in the
table above) from the amounts allocated to other reserves specially for this
purpose according to the Resolution no. 3 of the Shareholders' Ordinary
General Meeting which was held on 21 April 2023.
Resolution no. 7 / 30 April 2024
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, 30 April 2024, 12:00 PM (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 "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le
Diplomate Salon, 1-3 Episcopiei Street, 1(st) District, Bucharest, zip code
010292, 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 25 March 2024, in the Official Gazette of
Romania, Part IV, number 1523 of 27 March 2024 and in "Adevărul" newspaper
number 9115 of 27 March 2024;
§ 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 139 of shareholders, which represents a number of
1,541,832,850 voting rights (i.e. 43.3637% of the total voting rights at the
reference date 17 April 2024, i.e. 3,555,585,304; i.e. 27.1985% of the total
number of shares in issue at the reference date 17 April 2024, i.e.
5,668,806,128),
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. 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 and as reflected in the Annex of the
herein Resolution.
This item is adopted with 1,540,342,699 votes, representing 99.9034% 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:
- 1,540,342,699 votes "for";
- 82,676 votes "against";
- 1,403,743 abstentions;
- 3,732 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
II. 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; and of
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.
This item is adopted with 1,541,797,960 votes, representing 99.9977% 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:
- 1,541,797,960 votes "for";
- 29,548 votes "against";
- 1,610 abstentions;
- 3,732 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
This OGM Resolution no. 7 is drafted on behalf of the shareholders today, 30
April 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Laurențiu AVRAM
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Annex - The Sole Director's proposal to cover the accounting loss incurred in
2023 financial year, in accordance with the supporting materials and in the
Shareholders' Ordinary General Meeting of Fondul Proprietatea S.A. of 30 April
2024
Sole Director's Proposal for Accounting Loss coverage
Overview
Fondul Proprietatea S.A. ("Fondul Proprietatea" or the "Fund") reported an
audited accounting loss of RON 904,097,085.75 in the financial statements for
the year ended 31 December 2023, prepared in accordance with the International
Financial Reporting Standards as adopted by the European Union ("IFRS") and
applying the Financial Supervisory Authority's ("FSA") Norm no. 39/28 December
2015, regarding the approval of the accounting regulations in accordance with
IFRS, applicable to the entities authorised, regulated and supervised by the
FSA - Financial Investments and Instruments Sector ("Norm 39/2015").
According to Article 28(7) of the Romanian Accounting Law ("Law 82/1991") and
to Annex 1 - Article 23(1) from Norm 39/2015, the annual financial statements
must be published together with the proposal to allocate the profit or cover
the losses.
Accounting loss coverage proposal
The main contributor to the accounting loss was the negative change in fair
value of the Fund's holdings mainly generated by the valuation of the holding
in Hidroelectrica SA at expected IPO proceeds. The net loss from equity
investments at fair value through profit or loss was partially offset by the
gross dividend income from portfolio companies recorded during the year.
According to the article 19, paragraph (4) of the Law 82/1991 "The retained
accounting loss shall be covered from the profit of the financial year and the
retained earnings, from reserves, capital premiums and share capital,
according to the decision of the general shareholders' meeting."
Also, according to the article 88 of the Norm 39/2015 "Retained accounting
loss is covered from the profit of the current year and the retained earnings,
from reserves, capital premiums and share capital, according to the decision
of the general shareholders' meeting, in accordance with the legislation in
force. In the absence of any specific legal provisions, the order of the
sources to be used for the coverage of the accounting loss is approved by the
general shareholders' meeting and respectively by the board of directors".
Considering the legal provisions mentioned above and the retained earnings and
reserves structure, the Fund's Sole Director proposal, subject to
shareholders' approval, is to cover the accounting loss of RON 904,097,085.75
as follows:
Equity elements used to cover the accounting loss of 2023 financial year Amount (RON)
Other reserves related to uncollected returns of capital 151,945.60
Retained earnings related to uncollected dividends from 2017 1,834,472.99
Retained earnings related to uncollected dividends from 2018 11,143,979.98
Retained earnings related to 2022 unallocated profit 870,752,025.61
Retained earnings related to reduction of legal reserve in 2022 20,214,661.57
Total 904,097,085.75
Resolution no. 8 / 30 April 2024
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, 30 April 2024, 12:00 PM (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 "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le
Diplomate Salon, 1-3 Episcopiei Street, 1(st) District, Bucharest, zip code
010292, 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 25 March 2024, in the Official Gazette of
Romania, Part IV, number 1523 of 27 March 2024 and in "Adevărul" newspaper
number 9115 of 27 March 2024;
§ 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 139 of shareholders, which represents a number of
1,541,832,850 voting rights (i.e. 43.3637% of the total voting rights at the
reference date 17 April 2024, i.e. 3,555,585,304; i.e. 27.1985% of the total
number of shares in issue at the reference date 17 April 2024, i.e.
5,668,806,128),
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. The approval of payment of a gross dividend of RON 0.06 per share
from Retained earnings, in accordance with the supporting documentation and as
reflected in the Annex of the herein Resolution. The shareholders further
approve that the payment of the dividends to start on 7 June 2024 (the Payment
Date of this OGM) to the persons registered as shareholders of Fondul
Proprietatea on 17 May 2024 (the Registration Date). Treasury shares do not
constitute dividend entitlement.
This item is adopted with 1,541,560,337 votes, representing 99.9823% 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:
- 1,541,560,337 votes "for";
- 64,746 votes "against";
- 204,035 abstentions;
- 3,732 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
II. 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; and of
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.
This item is adopted with 1,541,797,960 votes, representing 99.9977% 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:
- 1,541,797,960 votes "for";
- 29,548 votes "against";
- 1,610 abstentions;
- 3,732 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
This OGM Resolution no. 8 is drafted on behalf of the shareholders today, 30
April 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Laurențiu AVRAM
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Annex - The Sole Director's proposal for dividend distribution, in accordance
with the supporting materials and in the Shareholders' Ordinary General
Meeting of Fondul Proprietatea S.A. of 30 April 2024
Sole Director's Proposal for Dividend Distribution
Overview
Fondul Proprietatea S.A. ("Fondul Proprietatea" or the "Fund") reported an
audited accounting loss of RON 904,097,085.75 in the financial statements for
the year ended 31 December 2023, prepared in accordance with the International
Financial Reporting Standards as adopted by the European Union ("IFRS") and
applying the Financial Supervisory Authority's ("FSA") Norm no. 39/28 December
2015, regarding the approval of the accounting regulations in accordance with
IFRS, applicable to the entities authorised, regulated and supervised by the
FSA - Financial Investments and Instruments Sector ("Norm 39/2015").
Although due to this situation there are no distributable profits according to
the Fund's 2023 statutory annual financial statements, the Fund's Sole
Director remains committed to distributing cash to the Fund's shareholders.
Under point 5 of the agenda of 30 April 2024 Ordinary General Shareholders'
Meeting ("OGM"), the Fund's Sole Director proposes the coverage of the entire
accounting loss of RON 904,097,085.75 from various equity elements.
Considering the above and the provisions of the Romanian Companies' Law no.
31/1990 ("Law 31/1990") stipulating that the dividends may only be distributed
from profits determined according to the legislation in force, the Fund's Sole
Director proposes, subject to shareholders' approval, a cash distribution from
prior years' unallocated profits.
Sole's Director Proposal for Dividend distribution
If the Fund's Sole Director proposal for 2023 accounting loss coverage
included on point 5 of the agenda of 30 April 2024 Ordinary General
Shareholders' Meeting is approved by the shareholders, the Fund's unallocated
retained earnings will amount to RON 620,939,562.
Taking into consideration the Discount Control Mechanism measures and the
estimated available cash, the Fund's Sole Director proposal is a dividend
distribution of RON 0.06 per share. This is conditional on the approval of the
proposal to cover the accounting loss under point 5 of the agenda of 30 April
2024 Ordinary General Shareholders' Meeting.
The proposed dividend will be distributed from 2022 unallocated profits as
follows:
(c) Proposed gross dividend per share (RON) (d) (1) (e) 0.0600
(f) Number of shares in issue (g) (h) 5,668,806,128
(i) Less treasury shares in balance as at 31 December 2023 (j) (k) (2,112,378,889)
(l) Number of shares entitled to receive dividends(( 1 (#_ftn1) )) (m) (2) (n) 3,556,427,239
(o) Total proposed dividend (RON), out of which: (p) (3)=(1)*(2) (q) 213,385,634.34
- Distributed from 2022 unallocated profits (r) (s) 213,385,634.34
If the dividend proposal is approved by the shareholders, the total dividend
amount payable to shareholders (i.e. the approved gross dividend per share
multiplied by the number of shares entitled to receive dividends), might be
different from the amount stated above due to the fact that between 31
December 2023 and the record date of the distribution, additional treasury
shares might be acquired by the Fund under the buy-back programme approved for
2024.
These treasury shares are not entitled to cash distribution and consequently
will be deducted from the number of shares included in the distribution
calculation above (i.e. the balance as at 31 December 2023). Any difference
arising in the total distribution amount will remain available to the Fund
under the retained earnings caption.
Resolution no. 9 / 30 April 2024
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, 30 April 2024, 12:00 PM (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 "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le
Diplomate Salon, 1-3 Episcopiei Street, 1(st) District, Bucharest, zip code
010292, 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 25 March 2024, in the Official Gazette of
Romania, Part IV, number 1523 of 27 March 2024 and in "Adevărul" newspaper
number 9115 of 27 March 2024;
§ 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 139 of shareholders, which represents a number of
1,541,832,850 voting rights (i.e. 43.3637% of the total voting rights at the
reference date 17 April 2024, i.e. 3,555,585,304; i.e. 27.1985% of the total
number of shares in issue at the reference date 17 April 2024, i.e.
5,668,806,128),
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. 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, 1(st) District, 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, in accordance with
the supporting materials.
This item is adopted with 1,133,589,742 votes, representing 73.5222% 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:
- 1,133,589,742 votes "for";
- 407,520,045 votes "against";
- 719,331 abstentions;
- 3,732 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
II. 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; and of
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.
This item is adopted with 1,541,797,960 votes, representing 99.9977% 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:
- 1,541,797,960 votes "for";
- 29,548 votes "against";
- 1,610 abstentions;
- 3,732 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
This OGM Resolution no. 9 is drafted on behalf of the shareholders today, 30
April 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Laurențiu AVRAM
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
1 (#_ftnref1) Computed as at 31 December 2023 as the number of paid shares
less treasury shares; treasury shares do not constitute dividend entitlement
as per Article 67 (2) and Article 105 (1) of Law 31/1990.
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