REG - Fondul Proprietatea - BoN recommendation - 27 September 2024 GSM

Fondul Proprietatea SAAnnouncement

23/09/2024 07:30

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RNS Number : 2048F  Fondul Proprietatea S.A.  23 September 2024

                                                                                                                                                 Report Date:

 To:    Bucharest Stock Exchange                                                                                                                 23 September 2024

 Financial Supervisory Authority

 London Stock Exchange                                                                                                                           Name of the issuing entity:

                                                                                                                                                 Fondul Proprietatea S.A.

 Current Report Pursuant to Art. 99, Letter s) of the Bucharest Stock Exchange
 Code, Market Operator, Title II, Issuers and Financial Instruments

                                                                                                                                               Registered office:
 Important Events to Report:

                                                                                                                                               76-80 Buzesti Street
 Voting recommendations and information materials related to the General

 Shareholders' Meetings scheduled for September 27, 2024                                                                                         7(th) floor, district 1,

                                                                                                                                                 Bucharest, 011017

 The Board of Nominees of Fondul Proprietatea S.A. ("Fondul Proprietatea" /
 "Fund") wishes to remind the shareholders that the Fund's Sole Director has

 convened the Extraordinary General Meeting of Shareholders ("EGMS") and the                                                                     Phone/fax number:
 Ordinary General Meeting of Shareholders ("OGMS") of the Fund on September 27,

 2024, at INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST Hotel, Le Diplomate Hall,                                                                    Tel.: + 40 21 200 96 00
 1-3 Episcopiei Street, 1st district, Bucharest, Postal Code 010292, Romania,

 starting at 11:00 AM (Romanian time) for the EGMS and at 12:00 PM (Romanian                                                                     Fax: +40 31 630 00 48
 time) for the OGMS.

 All supporting materials related to the EGMS and OGMS are available for

 shareholders' information on the Fund's website, here                                                                                           Email:
 (https://www.fondulproprietatea.ro/home/investor-relations/gsm-information/gsm-documentation/2024.html)

 .                                                                                                                                               office@fondulproprietatea.ro (mailto:office@fondulproprietatea.ro)

 The deadline by which shareholders could propose additional items for the                                                                       Internet:
 agendas of the EGMS and OGMS expired on August 30, 2024, at 5:00 PM (Romanian

 time). Within this deadline, the Fund received a request from the Ministry of                                                                   www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)
 Finance, which holds more than 5% of the share capital of Fondul Proprietatea,

 to supplement the agenda of the EGMS by adding a new item, and to supplement
 the agenda of the OGMS by adding a new item. The agendas of the EGMS and OGMS

 have been duly updated accordingly.                                                                                                             Sole Registration Code with the Trade Register Office:

                                                                                                                                                 18253260

 On August 30, 2024, at 5:00 PM (Romanian time), the deadline also expired for:

 (i)   receiving candidate proposals for the two positions on the Fund's                                                                         Order number in the Trade Register:
 Board of Nominees, following the expiration of Mr. Nicholas Paris's mandate on

 April 6, 2024, and the resignation of Mr. Martin Bernstein, which became                                                                        J40/21901/2005
 effective on July 12, 2024. The following proposals were received:

 • Mr. Nicholas Paris - proposed by LCL Grup SRL;

                                                                                                                                               Subscribed and paid-up share capital:
 • Mr. George-Vladimir Duhan - proposed by the Ministry of Finance;

                                                                                                                                               RON 1,849,342,164.28
 • Mr. Marian-Cristian Mocanu - self-nominated;

 • Mr. István Sárkány - self-nominated;

 • Mrs. Ileana-Lăcrămioara Isărescu - proposed by FDI BT Maxim (BT Asset

 Management SAI SA);                                                                                                                             Number of shares in issue and paid-up:

 • Mr. Andrew James Noble - proposed by Mr. Antoniu Codreanu.                                                                                    3,556,427,239

 Further details are available in the List of Candidates published on the
 Fund's website, here

 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2024/27%20September/OGSM%202.%2030%20August%202024.pdf)   Regulated market on which the issued securities are traded:
 .

                                                                                                                                               Shares on Bucharest Stock Exchange

                                                                                                                                               GDRs on London Stock Exchange
 (ii)   receiving candidate proposals for the appointment of a new sole

 director of Fondul Proprietatea, who will act as an alternative investment
 fund manager, and no such candidacies were received. Consequently, item 9 on

 the agenda of the OGMS will no longer be subject to a vote, as no candidate
 proposals were submitted by the deadline.

 Regarding the items on the agenda of the EGMS, as detailed in the supplemented
 Convening Notice of the General Meeting published on the Fund's website, here
 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2024/27%20September/Supplemented%20CN.pdf)
 , the Board of Nominees wishes to make the following recommendations and/or
 express the following opinions:

 -     The Board of Nominees recommends a favourable vote on items 1, 2,
 and 4 of the EGMS agenda. The justification for supporting a favourable vote
 on these agenda points is provided in the EGMS presentation materials
 available on the Fondul Proprietatea website;

 -     The Board of Nominees will refrain from issuing a formal position
 regarding item 3 of the EGMS agenda and advises shareholders of Fondul
 Proprietatea to vote according to their own judgment. However, with respect to
 this item, which was proposed by the shareholder the Ministry of Finance, the
 Board of Nominees respectfully urges shareholders to take into consideration
 the following aspects:

 a.   The arguments presented by the Ministry of Finance in support of the
 proposal to amend the agenda of the EGMS indicate that the purpose of the
 proposal is to preserve the current portfolio, taking into account the stated
 objectives (the establishment of a new investment policy for Fondul
 Proprietatea, considering the collective interests of shareholders, in order
 to achieve the long-term investment mandate of Fondul Proprietatea, as well as
 the mandate granted to the Board of Nominees to select a new fund manager for
 Fondul Proprietatea);

 b.   The shares buy-backs is currently conducted under the conditions
 approved pursuant to the resolution of the EGMS dated February 13, 2024;
 therefore, this operation is based on terms previously approved through a
 resolution of an extraordinary general meeting.

 With respect to the items on the agenda of the OGMS, as detailed in the
 supplemented Convening Notice published on the Fund's website here
 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2024/27%20September/Supplemented%20CN.pdf)
 :

 -     The Board of Nominees recommends a favourable vote on items 1, 3, 4,
 5, 6, and 7 of the OGMS agenda.

 The voting recommendation from the Board of Nominees regarding item 7, in
 particular, is based on the arguments presented in the presentation materials
 for this agenda item, as published on the Fondul Proprietatea website. Thus,
 the capacity of the Board of Nominees to sign documents and undertake certain
 actions in fulfilment of its mandate concerning the selection of AIFM is
 limited, requiring the involvement of the current AIFM of Fondul Proprietatea,
 Franklin Templeton International Services S.à r.l. In the reasonable opinion
 of the Board of Nominees, a favourable vote on this agenda item would support
 the Board of Nominees in completing its task regarding the selection of the
 AIFM.

 -     The Board of Nominees abstains from making any voting recommendation
 concerning item 2 of the OGMS agenda, as the candidates for the Board of
 Nominees are proposed and appointed by the shareholders. However, the Board of
 Nominees recommends that shareholders exercise their voting rights only after
 considering:

 Ø List of Candidates and related information available on the Fund's website
 here
 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2024/27%20September/OGSM%202.%2030%20August%202024.pdf)
 ;

 Ø The Letter from the Board of Nominees, available on the Fund's website here
 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/investor-reports/2024/BoN%20Guidance%20Letter%20-%20Sep.pdf)
 ;

 -     The Board of Nominees recommends a favourable vote on item 8 listed
 on the agenda. Furthermore, the Board of Nominees specifies that, in
 accordance with the provisions of the Management Agreement dated March 29,
 2024, in the event of appointing a new sole director for Fondul Proprietatea,
 the current management agreement may be terminated based on a prior resolution
 of the ordinary general meeting of the shareholders of Fondul Proprietatea,
 with a minimum notice period of 3 months.

 -     The Board of Nominees abstains from making any voting recommendation
 regarding item 10 on the agenda of the OGMS.

 Item 9 on the agenda of the OGMS will no longer be subject to a vote, as no
 candidacy proposals were submitted by the deadline of August 30, 2024, at 5:00
 PM (Romanian time).

 The voting recommendations of the Board of Nominees described herein are not,
 in any respect, binding and should not be construed as supporting documents or
 arguments for the basis of voting. Shareholders are free to decide how to vote
 on each item on the agenda. The Fund's Sole Director will implement and comply
 with all decisions made by the shareholders of the Fund, regardless of the
 recommendations set forth in this document, subject to compliance with
 applicable laws and regulations.

 The Board of Nominees of Fondul Proprietatea S.A.

 

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