REG - Fondul Proprietatea - Convening notice of the 25 September 2023 GSM

Fondul Proprietatea SAAnnouncement

17/08/2023 14:45

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RNS Number : 6836J  Fondul Proprietatea S.A.  17 August 2023

 

 To:          Bucharest Stock Exchange                                            Report date:

                 Financial Supervisory Authority                                  17 August 2023

                London Stock Exchange                                             Name of the issuing entity:

                                                                                  Fondul Proprietatea S.A.

 Current report according to Article 234 para. (1) letter c) of the Financial
 Supervisory Authority Regulation no. 5/2018 on issuers of financial

 instruments and market operations, as well as the provisions of Article 99       Registered office:
 letter a) of the Code of the Bucharest Stock Exchange, Title II, Issuers and

 Financial Instruments                                                            76-80 Buzesti Street

                                                                                  7(th) floor, district 1,

 Important events to be reported:                                                 Bucharest, 011017

 Convening notice of the Ordinary and Extraordinary General Meetings of
 Shareholders of Fondul Proprietatea S.A. to be held on 25 September 2023

                                                                                Phone/fax number:
 Franklin Templeton International Services S.À R.L, as alternative investment

 fund manager and sole director (the "Sole Director") of Fondul Proprietatea SA   Tel.: + 40 21 200 96 00
 ("Fondul Proprietatea" / the "Company"), hereby, publishes the Convening

 notice of Fondul Proprietatea's Ordinary ("OGM") and Extraordinary General       Fax: +40 31 630 00 48
 Meetings of Shareholders ("EGM") to be held on 25 September 2023, approved by

 Fondul Proprietatea's Board of Nominees on 17 August 2023, and enclosed in the
 Annex to this report.

                                                                                Email:
 Both meetings shall take place at "INTERCONTINENTAL ATHÉNÉE PALACE

 BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1,           office@fondulproprietatea.ro (mailto:office@fondulproprietatea.ro)
 Bucharest, 010292, Romania, commencing 11:00 AM (Romanian time) in case of OGM

 and 12:00 PM (Romanian time) in case of EGM.

 Please note that only the persons registered as shareholders of the Company on   Internet:
 11 September 2023 (considered as the "Reference Date") in the Shareholders'

 Register kept by Depozitarul Central S.A. have the right to participate and      www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)
 vote at the OGM and EGM.

                                                                                Sole Registration Code with the Trade Register Office:
 Franklin Templeton International Services S.À R.L. in its capacity of

 alternative investment fund manager and sole director of FONDUL PROPRIETATEA     18253260
 S.A.

                                                                                Order number in the Trade Register:
 Johan MEYER

                                                                                J40/21901/2005
 Permanent Representative

                                                                                  Subscribed and paid-up share capital:

                                                                                  RON 3,233,269,110.76

                                                                                  Number of shares in issue and paid-up:

                                                                                  6,217,825,213

                                                                                  Regulated market on which the issued securities are traded:

                                                                                  Shares on Bucharest Stock Exchange

                                                                                  GDRs on London Stock Exchange

 

 

CONVENING NOTICE OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF
SHAREHOLDERS OF FONDUL PROPRIETATEA S.A.

 

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 (the "Fund Manager" / "Sole Director"), in
its capacity as the alternative investment fund manager and sole director of
FONDUL PROPRIETATEA S.A., a joint-stock company incorporated under the laws of
Romania, qualifying as an alternative investment fund closed-end type,
addressed to retail investors, with its headquarters in Bucharest, 76-80
Buzeşti Street, 7(th) floor, 1(st) District, Romania, registered with the
Trade Registry under no. J40/21901/2005, Sole Registration Code 18253260, with
a subscribed and paid-up share capital of RON 3,233,269,110.76 (the
"Company"/"Fondul Proprietatea"/"FP"),

 

Considering

 

§ The provisions of Articles 12 - 13 of the Company's in force Constitutive
Act;

 

§ 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 (Regulation no. 4/2013);

 

§ 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).

 

 

 

CONVOKES:

 

The Ordinary General Meeting of Shareholders of Fondul Proprietatea on 25
September 2023, 11:00 AM (Romanian time), at "INTERCONTINENTAL ATHÉNÉE
PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1,
Bucharest, 010292, Romania (OGM), and

 

The Extraordinary General Meeting of Shareholders of Fondul Proprietatea on 25
September 2023, 12:00 PM (Romanian time), at "INTERCONTINENTAL ATHÉNÉE
PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1,
Bucharest, 010292, Romania (EGM).

 

Only the persons registered as shareholders of the Company on 11 September
2023 (the Reference Date) in the register of shareholders kept by Depozitarul
Central S.A. have the right to participate and vote at the OGM and EGM.

 

A. The agenda of the OGM is as follows:

 

 

1.       The approval of the renewal of the mandate of Franklin
Templeton International Services S.à r.l., a société à responsabilité
limitée, whose registered office is located at 8A rue Albert Borschette,
L-1246 Luxembourg and registered with the Luxembourg Register of Commerce and
Companies under number B 36.979, as sole director of Fondul Proprietatea that
acts also as the alternative investment fund manager of Fondul Proprietatea,
for a duration of four (4) years starting with 1 April 2024 and until 31 March
2028, inclusive (the "New Mandate").

 

The Board of Nominees is hereby empowered to negotiate and reach an agreement
on the terms and conditions of the management agreement applicable to the New
Mandate, which shall be subject to the approval by the ordinary general
meeting of shareholders.

 

(secret vote)

 

2.       The approval of the appointment of a new sole director of
Fondul Proprietatea that will act as alternative investment fund manager for a
mandate of four (4) years starting with 1 April 2024 and until 31 March 2028,
inclusive, according to legal provisions in force, subject to point 1 of the
OGM agenda not being approved by the OGM.

 

The Board of Nominees is hereby empowered (i) to negotiate the draft of the
management agreement which shall be subject to the approval by the ordinary
general meeting of shareholders; and (ii) to implement all relevant
formalities for authorizing and finalizing the appointment as per this item.

 

(secret vote)

 

3.       The appointment for a period of three (3) years of two members
in the Board of Nominees of Fondul Proprietatea following the expiration of
two mandates on 15 November 2023 and 25 November 2023, respectively, as
follows:

 

3.1.      The appointment of a member of the Board of Nominees following
the expiration of the mandate of Mr. Ciprian Lăduncă on 15 November 2023;
the mandate of the new member is valid for a period of three (3) years and
shall produce its effects starting with 16 November 2023 or the acceptance
date for the new mandate, whichever occurs later. (secret vote)

 

3.2.      The appointment of a member of the Board of Nominees following
the expiration of the mandate of Mrs. Ilinca von Derenthall on 25 November
2023; the mandate of the new member is valid for a period of three (3) years
starting with 26 November 2023 or the acceptance date for the new mandate,
whichever occurs later. (secret vote)

 

4.       The approval of:

 

(a)     The date of 12 October 2023 as the Ex - Date, in accordance with
Article 176 paragraph (1), computed with the provisions of Article 2 paragraph
(2) letter (l) of Regulation no. 5/2018; and of

 

The date of 13 October 2023 as the Registration Date, in accordance with
Article 176 paragraph (1) of Regulation no. 5/2018, computed with the
provisions of Article 87 paragraph (1) of Issuers' Law.

 

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 and the payment date.

 

(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.

 

B.  The agenda of the EGM is as follows.

 

1.   The approval of the amendment of Article 19 paragraph (3) of the
Constitutive Act of Fondul Proprietatea, subject to the approval by the OGM of
any of point 1 or point 2 as set out in the OGM agenda, which shall be read as
follows:

 

"(3) The mandate of the AIFM is of 4 years. The AIFM will call an Ordinary
General Meeting of Shareholders to be held at least 6 months before the expiry
of the mandate of the AIFM and will ensure that the agenda of the ordinary
general shareholders meeting will include points granting the options to (i)
approve the renewal of the AIFM's mandate and (ii) appoint a new AIFM in
accordance with the legal provisions in force, with the shareholders being
granted the opportunity to propose candidates for such position; the agenda
will also include provisions for the authorization of the negotiation and
execution of the relevant investment management agreement and fulfilment of
all relevant formalities for the authorization and legal completion of such
appointment."

 

2.   The approval of:

 

(a)  The date of 12 October 2023 as the Ex - Date, in accordance with Article
176 paragraph (1), computed with the provisions of Article 2 paragraph (2)
letter (l) of Regulation no. 5/2018; and of

 

The date of 13 October 2023 as the Registration Date, in accordance with
Article 176 paragraph (1) of Regulation no. 5/2018, computed with the
provisions of Article 87 paragraph (1) of Issuers' Law.

 

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.

***

 

GENERAL INFORMATION WITH RESPECT TO THE OGM & EGM

 

Information with respect to the OGM agenda

 

With respect to item 1 on the OGM agenda, the list containing the data
regarding Franklin Templeton International Services S.à r.l. (including the
name, headquarters, license, the evidence of registration with Trade Registry,
the proof of registration with the public register of FSA) is published on the
webpage of the Company and is available at its headquarters for the
shareholders' information.

 

With respect to item 2 on the OGM agenda, shareholders can propose candidates
until 6 September 2023, 5:00 PM (Romanian time), proposals that should be
filed at the headquarters of the Company, in Bucharest, 76-80 Buzeşti Street,
7(th) floor, 1(st) District, zip code 011017, Romania, or by e-mail having
incorporated an extended electronic signature in accordance with Law no.
455/2001 regarding electronic signature, at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) . The proposals, together with
professional qualification and the evidence related to the licenses that allow
the candidate to manage Fondul Proprietatea, will be published on the webpage
of the Company and will be updated on daily basis.

 

With respect to item 3 on the OGM agenda, the proposals of the shareholders
for the two mandates may be submitted by 6 September 2023, 5:00 PM (Romanian
time), to the Company's headquarters in Bucharest, 76-80 Buzești Street, 7th
floor, 1st district, postal code 011017 or by e-mail at
agafp@fondulproprietatea.ro (mailto:agafp@fondulproprietatea.ro) .

 

Each candidate for the Board of Nominees must submit the copy of the ID, the
resume which details the current professional activity, the fiscal record and
the criminal record, or solemn statement, if the candidate is not a Romanian
citizen, the questionnaire regarding the independence of the candidate, filled
in and signed by the candidate, a letter of intent setting out the reasons
supporting the candidacy and the consent form and information note for the
collection and processing of personal data in the recruitment process, filled
in and signed by the candidate, whose templates are available in the GSM
informative materials on the Company's webpage.

 

Given the availability of two seats in the Board of Nominees, each candidate
will have to opt for one of such seats. If a candidate opts for both seats,
the candidature shall be deemed to have been cast for the last seat chosen in
respect of which the intention to be elected as a member of the Board of
Nominees was expressed within the legal term.

 

The seat available following the expiration of Mr. Ciprian Lăduncă's mandate
requires the candidate for such seat to meet the relevant criteria set out in
the ASPAAS Order No. 123/28.04.2022 on the composition of the audit committee,
as subsequently amended and supplemented.

 

The list including information with regard to the name, the locality of
residence, the professional qualification, the capacity as shareholder, fiscal
record and criminal record, the independence questionnaire, the CV and the
letter of intent will be published on the webpage of the Company and shall be
daily updated on the basis of received proposals.

 

Information with respect to the EGM agenda:

 

The approval of item 1 on the EGM agenda is subject to the approval by the OGM
of any of point 1 or point 2 as set out in the OGM agenda.

 

The right to include new items on the agenda. The right to present drafts of
resolutions for the items included on the agenda or for the items proposed for
inclusion on the agenda

 

In accordance with the provisions of Article 117^1, paragraph (1) of
Companies' Law no. 31/1990, Article 105 paragraph (3) of Issuers' Law, Article
189 of Regulation no. 5/2018 and the provisions of Article 13, paragraph (5)
of the Company's Constitutive Act, one or several shareholders representing
individually or jointly at least 5% of the Company's share capital may request
the Sole Director of the Company the introduction of additional items on the
agenda of the OGM/EGM and/or the presentation of draft resolutions for the
items included or proposed to be included on the agenda of the OGM/EGM.

 

These requests must comply, cumulatively, with the following requirements:

a)   in the case of natural person shareholders, they must be accompanied by
copies of the shareholders' identity documents (the identity documents
presented by the shareholders must allow their identification in the Company's
registry of shareholders kept by Depozitarul Central SA), and in the case of
legal entity shareholders, they must be accompanied by:

§ the original or a true copy of the findings certificate issued by the Trade
Registry (in Romanian "certificat constatator") or any other document, in
original or true copy, issued by a competent authority of the state where the
shareholder is duly incorporated, all being no older than twelve (12) months
as from the date of the OGM/EGM convening notice publication in the Official
Gazette of Romania, allowing for the identification thereof in the Company's
registry of shareholders kept by Depozitarul Central SA;

§ the capacity of shareholder's legal representative shall be taken from the
Shareholders' Registry issued by Depozitarul Central SA; however, if the
shareholder did not inform in a timely manner Depozitarul Central SA of its
legal representative (so that the shareholders' registry at the Reference Date
reflect that), then the findings certificate/similar documents mentioned above
must comprise the capacity of legal representative of the shareholder;

§ the documents attesting the legal representative capacity drafted in a
foreign language other than English shall be accompanied by their translation
into Romanian or English performed by a certified translator. The Company
shall not request that the documents attesting the shareholder's legal
representative capacity be notarised or apostilled. The same identification
requirements mentioned above shall also be applicable to the legal
representative of the shareholders addressing questions regarding the items on
the agenda of OGM/EGM.

b)   they must be accompanied by a justification and/or a draft resolution
proposed for passing, and

c)   they must be sent to and registered at the Company's headquarters in
Bucharest, 76-80 Buzești Street, 7(th) floor, 1(st) district, postal code
011017, Romania by any type of courier service with proof of delivery (bearing
the signature of the shareholders or, as the case may be, their legal
representatives) or by e-mail at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) by 6 September 2023, 5:00 PM (Romanian
time).

 

In order to identify and prove the shareholder capacity of a person making
proposals to supplement the agenda (or addressing questions according to
Article 117^2 paragraph (3) of Companies' Law and with Article 198 of
Regulation no. 5/2018), the Company may request such person to provide a
statement indicating the shareholder capacity and the number of shares held.

 

Information materials and questions related to the agenda

 

Each shareholder, irrespective of how many shares he/she/it owns from the
Company's share capital, has the right to ask questions regarding the issues
on the agenda of the general meeting. The questions shall be sent to the
Company's headquarters in Bucharest, 76-80 Buzeşti Street, 7(th) floor, 1(st)
District, postal code 011017 or to agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) , so that they are received by the
Company by 21 September 2023, 11:00 AM (Romanian time), for the purpose of
good process and preparation of the general meeting. Shareholders who did not
submit the questions until 21 September 2023, 11:00 AM (Romanian time), can
address the questions during the general meeting. The Company shall answer the
questions asked by the shareholders during the meetings; the questions may be
answered as well on the Q&A section of the website of the Company:
www.fondulproprietatea.ro (http://www.fondulproprietatea.ro) .

 

The identification requirements mentioned above in the section on
supplementing the agenda are also applicable to a natural person shareholder
and/or the legal representative of a legal entity addressing questions
regarding the items on the agenda of the OGM/EGM.

 

Commencing with the date of publication of this convening notice in Official
Gazette of Romania, the general procedure for organizing general meetings
(including the procedure for voting through a representative with a
special/general power of attorney, the procedure which allows voting by
correspondence, the procedure regarding secret vote), the templates of special
and general power of attorney to be used for voting by representative by
special/general power of attorney, and the templates to be used for voting by
correspondence shall be available on working days at the Company's
headquarters in Bucharest, 76-80 Buzeşti St., 7(th) floor, 1(st) District,
postal code 011017, Romania, from 9:00 AM to 5:00 PM (Romanian time), as well
as on the official website of the Company: www.fondulproprietatea.ro
(http://www.fondulproprietatea.ro) .

 

Commencing with 7 September 2023, the templates of special power of
attorney/ballot papers filed in with the names of the proposed Board of
Nominees candidates to be used for voting by representative by special power
of attorney/voting by correspondence shall be available on working days at the
Company's headquarters in Bucharest, 76-80 Buzeşti St., 7(th) floor, 1(st)
District, postal code 011017, Romania, from 9:00 AM to 5:00 PM (Romanian
time), as well as on the official website of the Company:
www.fondulproprietatea.ro (http://www.fondulproprietatea.ro) .

 

Commencing with one (1) month before the day of the meetings, all the other
information materials regarding the items included on the agenda of the
OGM/EGM, including the draft resolutions proposed to be passed within the
meeting, shall be available at the same coordinates above-mentioned. The
shareholders of the Company may receive, upon request, copies of the documents
related to the issues on the agenda of the OGM/EGM.

 

The attendance and voting to the General Meetings

 

Global Depositary Receipts Holders

 

In accordance with Regulation no. 4/2013, the persons holding Global
Depositary Receipts (GDRs) (issued based on the shares issued by FP) at the
Reference Date can vote within OGM/EGM through the means of the Issuer of the
GDRs (i.e. The Bank of New York Mellon - Issuer of the GDRs) which will have
the quality of shareholder within the meaning and for the application of the
provisions of Regulation no. 5/2018 and Issuers' Law.

 

The Issuer of the GDRs is fully responsible for the correct, complete and on
time information of the GDR holders, with the observance of the provisions
comprised in the GDR issuance documents, with respect to the documents and
supporting materials correspondent to the OGM/EGM made available by FP.

 

The Issuer of the GDRs will vote in the OGM/EGM in accordance and within the
limits of the instructions of the GDR holders (having this quality at the
Reference Date), as well as with the observance of the provisions comprised in
the GDR issuance documents.

 

For computing the quorum of OGM/EGM, it will be taken into account only those
supporting shares for which the Issuer of the GDRs cast a vote (including
"abstention" votes) in accordance with the instructions of the GDR holders
above-mentioned. The Issuer of the GDRs will inform FP about the percentage of
the voting rights corresponding to the supporting shares for which it will
cast votes until 21 September 2023, 11:00 AM (Romanian time) for documents
regarding the OGM and 21 September 2023, 12:00 PM (Romanian time) for
documents regarding the EGM.

The GDR holders will send to the entity where he/she/it has opened with the
GDR account his/her/its voting instructions with respect to the agenda points
of OGM/EGM, so that this information may be send to the Issuer of the GDRs.
The above-mentioned documents may be sent by e-mail with incorporated extended
electronic signature in accordance with Law no. 455/2001 on the electronic
signature, republished, at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) .

 

The Issuer of the GDRs is fully responsible for taking all necessary measures
so that the entity keeping record of the GDR holders, intermediaries involved
in custodian services for the GDR holders and/or any entities involved in the
evidence of the GDR holders, to report the voting instructions of the GDR
holders with respect to the points of the OGM/EGM.

 

Shareholders

 

The shareholders registered in the register of shareholders on the Reference
Date may attend the OGM/EGM and vote as follows.

a)   in person, within OGM/EGM - direct vote;

b)   through a representative with a special or general power of attorney;
or

c)   by correspondence.

 

Direct vote

 

Shareholders may exercise the direct (personal) vote after proving their
identity:

a)      in the case of natural persons who are sole shareholders - by
presenting the identity card; identity cards submitted by shareholders must
allow for their identification on the Company's shareholders registry as at
the Reference Date issued by Depozitarul Central SA;

b)      in the case of natural persons who are collective shareholders -
by observing the provisions described by the Procedure regarding the
organization and holding of General Meetings of Shareholders available on the
Company's website (Special conditions regarding collective natural person
shareholders);

c)      in the case of legal entity shareholders, by presenting:

§ an original or a true copy of the findings certificate issued by the Trade
Registry (in Romanian "certificat constatator") or any other document, in
original or true copy, issued by the competent authority of the state where
the shareholder is duly incorporated, all being no older than twelve (12)
months as from the date when the general meeting convening notice was
published in the Official Gazette of Romania, allowing for identification
thereof on the Company's shareholders registry on the Reference Date issued by
Depozitarul Central SA;

§ the capacity of shareholder's legal representative shall be taken from the
Shareholders' Registry issued by Depozitarul Central SA at the Reference Date;
however, if the shareholder did not inform in a timely manner Depozitarul
Central SA of its legal representative (so that the shareholders' registry at
the Reference Date reflect that), then the findings certificate/similar
documents mentioned above must comprise the capacity of legal representative;

§ for the Ministry of Finance, the capacity of legal representative shall be
proven by the appointment decree issued by the President of Romania;

§ the identity card or passport of the legal representative (identity
document or identity card for Romanian citizens or passport for foreign
citizens).

For all above-mentioned cases, documents presented in a foreign language
(except for identity cards valid on the territory of Romania, in Latin
characters) will be accompanied by their translation into Romanian or English,
save for documents attesting the legal representative's capacity drafted in a
foreign language other than English which shall be accompanied by their
translation into Romanian or English performed by a certified translator. The
Company shall not request that the documents attesting the shareholder's legal
representative capacity be notarised or apostilled. The above-mentioned
documents may be sent by e-mail with incorporated extended electronic
signature in accordance with Law no. 455/2001 on the electronic signature,
republished, at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) .

 

The Fund Manager kindly asks shareholders to follow the Company's website and
the Bucharest Stock Exchange website as it will announce any updates on this
matter by means of current reports.

 

Power of attorney

 

Shareholders may delegate other persons, except for the Fund Manager or its
employees, Board of Nominees members, to represent them and vote in OGM/EGM
based on a special or a general power of attorney described below as follows.
For more details, please refer to the Procedure regarding the organization and
holding of General Meetings of Shareholders available on the Company's
website.

 

In case a shareholder is represented by a credit institution rendering
custodian services, the latter may vote in the general shareholders' meeting
based on and within the limits of the voting instructions received by
electronic means, without being necessary that a special or general power of
attorney to be drafted, provided that the said custodian credit institution
submits to the Company a self-liability statement, signed by the bank's legal
representative(s), stating (i) the name of the shareholder, written clearly,
for which the credit institution votes in the OGM/EGM, and (ii) the fact that
the credit institution renders custodian services for that respective
shareholder. The said statement will have to be submitted in original with the
Company, signed, and, if the case, stamped, or by e-mail with incorporated
extended electronic signature in accordance with Law no. 455/2001 on the
electronic signature, republished, at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) until 21 September 2023, 11:00 AM
(Romanian time) for documents regarding the OGM and 21 September 2023, 12:00
PM (Romanian time) for documents regarding the EGM.

 

            Vote by representative holding a special power of
attorney

 

A special power of attorney may be given for a single shareholders' meeting,
as this OGM/EGM and shall contain specific voting instructions for this
particular meeting with a clear indication of the voting option for each item
on the agenda of the general meeting. The representation of shareholders in
the OGM/EGM may be conducted by representatives by duly filling in and signing
the template for the special power of attorney. The representation may be
conducted both by other shareholders and by third parties. Shareholders
lacking exercise capacity or with limited exercise capacity may provide other
persons with a special power of attorney.

 

The special power of attorney shall be sent either (i) in original, to the
Company's headquarters in Bucharest, 76-80 Buzeşti Street, 7(th) floor, 1(st)
District, postal code 011017, Romania, or (ii) by e-mail with extended
electronic signature incorporated in accordance with Law no. 455/2001 on the
electronic signature, republished, at: agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) , so that it is received by the Company
by 21 September 2023, 11:00 AM (Romanian time) for documents regarding the OGM
and 21 September 2023, 12:00 PM (Romanian time) for documents regarding the
EGM.

 

Documents accompanying the special power of attorney:

a)   for natural person shareholders - copy of the shareholder's identity
card, allowing for identification thereof on the Company's shareholders
registry on the Reference Date issued by Depozitarul Central SA and a copy of
the identity card of the representative (identity document or identity card
for Romanian citizens or passport for foreign citizens);

b)   in case of collective natural person shareholders, by observing the
provisions described by the Procedure regarding the organization and holding
of General Meetings of Shareholders available on the Company's website
(Special conditions regarding collective natural person shareholders);

c)   for legal entity shareholders:

§ original or true copy of the findings certificate issued by the Trade
Registry (in Romanian "certificat constatator") or any other document, in
original or true copy, issued by a competent authority of the state where the
shareholder is duly incorporated, all being no older than twelve (12) months
as from the date when the general meeting convening notice was published in
the Official Gazette of Romania and allowing identification thereof on the
Company's shareholders registry on the Reference Date issued by Depozitarul
Central SA;

§ the capacity of shareholder's legal representative shall be taken from the
Shareholders' Registry issued by Depozitarul Central SA at the Reference Date;
however, if the shareholder did not inform in a timely manner Depozitarul
Central SA of its legal representative (so that the shareholders' registry at
the Reference Date reflect that), then the findings certificate/similar
documents mentioned above must comprise the capacity of legal representative;

§ for the Ministry of Finance, the capacity of legal representative shall be
proven by the appointment decree issued by the President of Romania; and

§ copy of the identity card of the representative (the person especially
delegated) (identity document or identity card for Romanian citizens or
passport for foreign citizens).

 

Documents drafted in a foreign language (except for identity cards valid on
the territory of Romania, in Latin characters) will be accompanied by their
translation into Romanian or English, save for the documents attesting the
legal representative capacity drafted in a foreign language other than English
which shall be accompanied by their translation into Romanian or English
performed by a certified translator. The Company shall not request that the
documents attesting the shareholder's legal representative capacity be
legalized or apostilled. The above-mentioned documents may be sent by e-mail
with incorporated extended electronic signature in accordance with Law no.
455/2001 on the electronic signature, republished, at
agafp@fondulproprietatea.ro (mailto:agafp@fondulproprietatea.ro) .

 

A special power of attorney template:

a)      shall be made available to the shareholders by the Company at the
same coordinates and under the same conditions as the information materials;

b)      shall be updated by the Company if new items are added to the
OGM/EGM agenda and shall be published on the Company's website in its updated
form;

c)      filed in with the names of the proposed Board of Nominees
candidates, shall be made available to the shareholders by the Company
starting with 7 September 2023 at the same coordinates and under the same
conditions as the information materials;

d)      shall be filled in by the shareholder in three counterparts: one
for the shareholder, one for the representative, and one for the Company.

 

If during the general meeting of shareholders certain items which were not
included on the published convening notice are being discussed, in accordance
with the legal provisions, the representative may vote on these items
according to the interest of the represented shareholder.

 

Generally, a shareholder may mandate only one proxy to represent him/her/it at
the OGM/EGM. However, the special power of attorney may nominate other
person(s) as substitutes empowered to represent the shareholder at the OGM/EGM
in case the said main proxy would be in impossibility to exercise his/her
mandate. The special power of attorney must provide the order under which the
said substitutes vote in case the proxy does not attend the OGM/EGM.

 

Vote by representative holding a general power of attorney

 

In opposition with the special one, the general power of attorney allows the
proxy to vote on behalf of the shareholder in any aspect on the agenda of one
or more companies identified in the power of attorney, individually or by
general reference to a certain category of issuers, including disposal acts.
The shareholder may grant a valid proxy for a period which shall not exceed
three (3) years, unless the parties have expressly provided for a longer
period.

 

For the mandate's validity, the proxy must be either an intermediary (in
accordance with Article 2 para. (1) point (19) of Issuer's Law) or an attorney
at law for whom the shareholder is a client.

 

Also, the proxy should not be in a conflict of interest situation, such as:

a)   It is a majority shareholder of FP, or of another entity, controlled by
that respective shareholder;

b)   It is a member of an administration, management or supervisory body of
FP, of a majority shareholder or of another entity, controlled by that
respective shareholder;

c)   Is an employee or auditor of FP or of a majority shareholder or of
another entity, controlled by that respective shareholder;

d)   Is a spouse or relative (up to, and including, fourth degree filiation)
of one of the individuals mentioned above.

 

The proxy cannot be replaced by another person unless this right was expressly
conferred to him/her by the shareholder in a power of attorney. If the proxy
is a legal entity, then the latter may carry out the general mandate through
any of member of its administration/management body or of one of its
employees. These provisions do not affect the right of the shareholder to
designated by a power of attorney one or more alternate proxies, according to
the regulations described above regarding special proxies.

 

In view of the OGM/EGM, and before their first use, the general power of
attorneys are to be sent to the Company's headquarters in Bucharest, 76-80
Buzeşti Street, 7(th) floor, 1(st) District, postal code 011017 so that it is
received by the Company by 21 September 2023, 11:00 AM (Romanian time) for
documents regarding the OGM and 21 September 2023, 12:00 PM (Romanian time)
for documents regarding the EGM, in copy, certified as being the same with the
original by the proxy or by e-mail with incorporated extended electronic
signature as per Law no. 455/2001 on the electronic signature, republished, to
agafp@fondulproprietatea.ro (mailto:agafp@fondulproprietatea.ro) . The said
copies are retained by FP, and a mention of this is inserted in the minutes of
the general shareholders' meeting.

 

Documents accompanying the general power of attorney:

 

a)   proof that the proxy is an intermediary in accordance with Article 2
para. (1) point (19) of Issuer's Law or an attorney at law, and that the
shareholder is the proxy's client;

b)   for natural person shareholders - copy of the shareholder's identity
card, allowing for identification thereof on the Company's shareholders
registry issued by Depozitarul Central SA and a copy of the identity card of
the representative (identity document or identity card for Romanian citizens
or passport for foreign citizens);

c)   in case of collective natural person shareholders, by observing the
provisions described by the Procedure regarding the organization and holding
of General Meetings of Shareholders available on the Company's website
(Special conditions regarding collective natural person shareholders);

d)   for legal entity shareholders:

§ original or true copy of the findings certificate issued by the Trade
Registry (in Romanian "certificat constatator") or any other document, in
original or true copy, issued by a competent authority of the state where the
shareholder is duly incorporated, all being no older than twelve (12) months
as from the date when the general meeting convening notice was published in
the Official Gazette of Romania and allowing identification thereof on the
Company's shareholders registry  issued by Depozitarul Central SA;

§ the capacity of shareholder's legal representative shall be taken from the
Shareholders' Registry issued by Depozitarul Central SA; however, if the
shareholder did not inform timely Depozitarul Central SA of its legal
representative (so that the shareholders' registry at the reference date
reflect that), then the findings certificate/similar documents mentioned above
must comprise the capacity of legal representative;

§ for the Ministry of Finance the capacity of legal representative shall be
proven by the appointment decree issued by the President of Romania; and

§ copy of the identity card of the representative (the proxy) (identity
document or identity card for Romanian citizens or passport for foreign
citizens).

 

Documents drafted in a foreign language (except for identity cards valid on
the territory of Romania, in Latin characters) will be accompanied by their
translation into Romanian or English, save for the documents attesting the
legal representative capacity drafted in a foreign language other than English
which shall be accompanied by their translation into Romanian or English
performed by a certified translator. FP shall not request that the documents
attesting the shareholder's legal representative capacity be legalized or
apostilled. The above-mentioned documents may be sent by e-mail with
incorporated extended electronic signature in accordance with Law no. 455/2001
on the electronic signature, republished, at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) .

 

The Company accepts a general a general power of attorney given by a
shareholder, as a client, to an intermediary or to a lawyer, without requiring
additional documents relating to that shareholder, if the general power of
attorney is signed by that shareholder and is accompanied by an own
responsibility statement given by the legal representative of the intermediary
or by the lawyer who has received the general power of attorney, indicating
that:

a)   the shareholder is a client of the proxy;

b)   the general power of attorney is signed by that respective shareholder
(ink signed or through an extended electronic signature, as the case may be).

 

The said statement must be submitted in original at FP's headquarters or by
e-mail with incorporated extended electronic signature in accordance with Law
no. 455/2001 on the electronic signature, republished, at
agafp@fondulproprietatea.ro (mailto:agafp@fondulproprietatea.ro) (in the same
time with the general power of attorney and at the same coordinates as
indicated in this convening notice) signed by the intermediary/attorney at law
(without other criteria being necessary as pertaining with its form).

 

A template of the general power of attorney for OGM/EGM shall be made
available to the shareholders by the Company at the same coordinates and under
the same conditions as the information materials. The Company does not impose
the use of the said forms.

 

Vote by correspondence using the forms for voting by correspondence

 

The vote of the shareholders at the OGM /EGM can also be expressed by
correspondence, by duly filling in and signing the forms for the vote by
correspondence.

 

The ballots by correspondence will be sent either (i) in original, personally,
by representative or by any form of courier service with proof of delivery, to
the Company's headquarters in Bucharest, 76-80 Buzeşti St., 7(th) floor,
1(st) District, postal code 011017, Romania or (ii) by e-mail with the
extended electronic signature incorporated in accordance with Law no. 455/2001
on the electronic signature, republished, at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) , so that they are received by the
Company by 21 September 2023, 11:00 AM (Romanian time) for documents regarding
the OGM and 21 September 2023, 12:00 PM (Romanian time) for documents
regarding the EGM.

 

Documents accompanying ballot papers:

a)   for natural person shareholders - copy of identity card, allowing for
identification thereof in the Company's shareholders registry on the Reference
Date issued by Depozitarul Central SA and, if such be the case, a copy of the
identity card of the legal representative (in the case of natural persons
lacking exercise capacity or with limited exercise capacity) (identity
document or identity card for Romanian citizens or passport for foreign
citizens) along with the proof of legal representative capacity;

b)   in case of collective natural person shareholders by observing the
provisions described by the Procedure regarding the organization and holding
of General Meetings of Shareholders available on the Company's website
(Special conditions regarding collective natural person shareholders);

c)   for legal entity shareholders:

§ original or true copy of the findings certificate issued by the Trade
Registry (in Romanian "certificat constatator") or any other document, in
original or true copy, issued by a competent authority of the state where the
shareholder is duly incorporated, all being no older than twelve (12) months
as from the date of the general meeting convening notice was published in the
Official Gazette of Romania, allowing for the identification thereof in the
Company's shareholders registry on the Reference Date issued by Depozitarul
Central SA;

§ the capacity of shareholder's legal representative shall be taken from the
Shareholders' Registry issued by Depozitarul Central SA at the Reference Date;
however, if the shareholder did not inform in a timely manner Depozitarul
Central SA of its legal representative (so that the shareholders' registry at
the Reference Date reflect that), then the findings certificate/similar
documents mentioned above must comprise the capacity of legal representative;

§ for the Ministry of Finance, the capacity of legal representative shall be
proven by the appointment decree issued by the President of Romania.

 

Documents in a foreign language (except for identity cards valid on the
territory of Romania, in Latin characters) will be accompanied by their
translation into Romanian or English, save for the documents attesting the
legal representative drafted in a language other than English which shall be
accompanied by their translation into Romanian or English performed by a
certified translator. FP shall not request that the documents attesting the
shareholder's legal representative capacity be legalized or apostilled. The
above-mentioned documents may be sent by e-mail with incorporated extended
electronic signature in accordance with Law no. 455/2001 on the electronic
signature, republished, at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) .

 

A ballot template for voting by correspondence:

a)      shall be made available to the shareholders by the Company at the
same coordinates and under the same conditions as the information materials
and the forms for the special powers of attorney;

b)      filed in with the names of the proposed Board of Nominees
candidates, shall be made available to the shareholders by the Company
starting with 7 September 2023 at the same coordinates and under the same
conditions as the information materials;

c)      shall be updated by the Company if new items are added to the
OGM/EGM agenda and shall be published on the Company's website in its updated
form.

 

If a shareholder voted by sending a ballot paper by correspondence, but then
attends the OGM/EGM either personally or through a proxy (provided a
special/general power of attorney has been submitted under the conditions
above-mentioned), the correspondence vote shall be annulled and only the
direct or the vote expressed through the proxy shall be taken into
consideration.

 

If the person representing the shareholder at the general shareholders'
meeting is other than the person who expressed the correspondence vote, then
for its validity, the proxy must present at the general meeting a written
revocation of the correspondence vote, signed by the shareholder or by the
representative who expressed the correspondence vote. This will not be
applicable if the shareholder or its legal representative is present at the
general meeting.

 

Voting by correspondence may be expressed by a representative only if he/she:

a) has received from the shareholder that he/she represents a special/general
power of attorney; or

b) the representative is a credit institution providing custody services.

 

The general procedure for the organisation of general meetings (which shall be
available at the same coordinates and in the same conditions as the
information materials) details the procedure allowing both the vote by
representative with special/general power of attorney, vote through a
custodian bank and the vote by correspondence, and the shareholders must
comply with the said procedure. Special/General powers of attorney and ballots
for voting by correspondence must be signed by all the natural person
collective shareholders or their legal representatives (in the case of natural
persons lacking exercise capacity or with limited exercise capacity), who
shall assume both their capacity (proven by means of evidentiary documents
attached to the special/general power of attorney/ballot) and the signature
authenticity.

 

The checking and validation of the special/general powers of attorney
submitted, as well as the centralization, checking, validation, and records of
the votes by correspondence shall be performed by a commission established
within the Company, whose members shall safely keep these documents, as well
as the confidentiality of the votes thus expressed. Powers of attorney and
voting ballots shall also be checked by the OGM/EGM secretary. In the event
that the agenda is supplemented, and the shareholders fail to send the updated
special powers of attorney and/or ballots for voting by correspondence, the
special powers of attorney and ballots sent prior to the supplementation of
the agenda shall be considered only with reference to the items therein which
are also found on the supplemented agenda. All discussions held during the
OGM/EGM are audio recorded. If participants want to obtain a copy of the
recordings, these will be available at the FP registered office, in exchange
for a fee (the cost will not exceed the value of expenses incurred by FP in
relation to transferring the audio recording to material support), within
thirty (30) days after the OGM/EGM date. Additional information may be
obtained from the Department for Shareholders' Relations at the telephone
number + 40 21 200 96 28 (or through reception at + 40 21 200 96 00; fax: +40
21 316 300 048; e-mail: agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) ) and on the Company's website:
www.fondulproprietatea.ro (http://www.fondulproprietatea.ro) .

 

After the OGM/EGM, the shareholder or a third party appointed by the
shareholder may obtain from the Company, at least upon request, a confirmation
of recording and counting of votes by the Company. The request of such
confirmation may be asked for within one (1) month as of the voting date. In
this case, the Company will send the shareholder an electronic confirmation of
recording and counting of votes, according to the provisions of article 97
para. (3) of Issuers' Law and of article 7 para. (2) of CE Regulation
1212/2018, in the format set out in Table 7 of Annex to the CE Regulation
1212/2018.

 

SOLE DIRECTOR

Franklin Templeton International Services S.à r.l.

 

By:    ___________

         Johan Meyer,

Permanent Representative

 

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