REG - Fondul Proprietatea - Convening notice of the 26 March 2024 OGSM

Fondul Proprietatea SAAnnouncement

05/02/2024 17:45

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RNS Number : 0833C  Fondul Proprietatea S.A.  05 February 2024

 

 To:          Bucharest Stock Exchange                                            Report date:

                 Financial Supervisory Authority                                  5 February 2024

                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 General Meeting of Shareholders of Fondul
 Proprietatea S.A. to be held on 26 March 2024

                                                                                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 General Meeting of Shareholders         Fax: +40 31 630 00 48
 ("OGM") to be held on 26 March 2024, approved by Fondul Proprietatea's Board

 of Nominees on 5 February 2024, and enclosed in the Annex to this report.

 The meeting shall take place at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST"      Email:
 Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1, Bucharest, 010292,

 Romania, commencing 11:00 AM (Romanian time).                                    office@fondulproprietatea.ro (mailto:office@fondulproprietatea.ro)

 Please note that only the persons registered as shareholders of the Company on
 29 February 2024 (considered as the "Reference Date") in the Shareholders'

 Register kept by Depozitarul Central S.A. have the right to participate and      Internet:
 vote at the OGM.

                                                                                www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)
 We hereby inform you that, in addition to the possibilities of exercising the

 right to vote existing until now, the possibility that shareholders registered
 at the Reference Date on the list of the Company's shareholders issued by

 Depozitarul Central SA may vote by electronic means via the eVote platform, in   Sole Registration Code with the Trade Register Office:
 accordance with the provisions of Art. 197 of Regulation no. 5/2018 was

 introduced.                                                                      18253260

 Electronic voting by accessing fp.evote.ro may be used exclusively before the
 OGM, at least 48 hours before OGM. Shareholders should consider that before

 exercising their voting rights via the eVote platform they have to complete      Order number in the Trade Register:
 the enrolment process described below and their voting account has to be

 validated by the Company.                                                        J40/21901/2005

 All details regarding electronic voting vita the eVote platform can be found
 in the Convening notice attached and also in the Procedure regarding the

 organization and holding of the general shareholders' meetings, available on     Subscribed and paid-up share capital:
 the Company`s website.

                                                                                RON 2,947,779,186.56

 Franklin Templeton International Services S.À R.L. in its capacity of
Number of shares in issue and paid-up:
 alternative investment fund manager and sole director of FONDUL PROPRIETATEA

 S.A.                                                                             5,668,806,128

 Johan MEYER                                                                      Regulated market on which the issued securities are traded:

 Permanent Representative                                                         Shares on Bucharest Stock Exchange

                                                                                  GDRs on London Stock Exchange

 

CONVENING NOTICE OF ORDINARY GENERAL MEETING 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 2,947,779,186.56 (the "Company"/
"Fondul Proprietatea"/ "FP"),

 

Considering

 

§ The provisions of Articles 12 - 13 of the Company's in force constitutive
act (the "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 26
March 2024, 11:00 AM (Romanian time), at "INTERCONTINENTAL ATHÉNÉE PALACE
BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1(st) District,
Bucharest, 010292, Romania (the "OGM").

 

Only the persons registered as shareholders of the Company on 29 February 2024
(the "Reference Date") in the register of shareholders kept by Depozitarul
Central S.A. have the right to participate and vote at the OGM.

 

A.    The agenda of the OGM is as follows:

 

1.       The approval of the terms of, along with the execution of, the
Management Agreement (in the form set out in the supporting documentation)
between Fondul Proprietatea and Franklin Templeton International Services S.à
r.l. for a duration of one (1) year starting 1 April 2024 and until 31 March
2025.

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

 

2.       The approval of the Remuneration Policy of Fondul Proprietatea
in force starting 1 April 2024, as described in the supporting documentation,
to reflect the provisions of the Management Agreement, subject to point 1 on
the OGM agenda being approved.

 

3.       The approval of 2024 budget of Fondul Proprietatea, in
accordance with the supporting materials.

 

4.       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 6 April 2024, as follows:

 

a.         The appointment of a member of the Board of Nominees
following the expiration of the mandate of Mr. Nicholas Paris on 6 April 2024;
the mandate of the new member is valid for a period of three (3) years and
shall produce its effects starting with 7 April 2024 or the acceptance date
for the new mandate, whichever occurs later.

(secret vote)

 

b.         The appointment of a member of the Board of Nominees
following the expiration of the mandate of Mr. Omer Tetik on 6 April 2024; the
mandate of the new member is valid for a period of three (3) years starting
with 7 April 2024 or the acceptance date for the new mandate, whichever occurs
later.

(secret vote)

 

5.       The approval of:

 

(a)     The date of 11 April 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 12 April 2024 as the Registration Date, in accordance with Article
176 paragraph (1) of Regulation no. 5/2018, computed with the provisions of
Article 87 paragraph (1) of Issuers' Law.

 

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

 

***

 

GENERAL INFORMATION WITH RESPECT TO THE OGM

 

Information with respect to the OGM agenda

 

With respect to item 2 on the OGM agenda, the approval of item 2 on the OGM
agenda is subject to the approval by the OGM of point 1 as set out in the OGM
agenda.

 

With respect to item 4 on the OGM agenda, the proposals of the shareholders
for the two mandates may be submitted by 23 February 2024, 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.

 

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 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.

 

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 Constitutive Act, one or several shareholders representing individually
or jointly at least 5% of the Company's share capital may request the Sole
Director the introduction of additional items on the agenda of the OGM and/or
the presentation of draft resolutions for the items included or proposed to be
included on the agenda of the OGM.

 

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 up-to-date 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 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.

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

c)   they must be sent in original, signed, 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 or by e-mail at agafp@fondulproprietatea.ro
(mailto:agafp@fondulproprietatea.ro) with incorporated extended electronic
signature as per Law no. 455/2001 on the electronic signature, republished
("Law no. 455/2001") by 23 February 2024, 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 22 March 2024, 11:00 AM (Romanian time), for the purpose of good
process and preparation of the general meeting. Shareholders who did not
submit the questions by 22 March 2024, 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.

 

Commencing with the date of publication of this convening notice in the
Official Gazette of Romania, the general procedure for organizing general
shareholders meetings (including the procedure for voting through a
representative with a special/general power of attorney, the procedure which
allows voting by correspondence or electronic voting via the eVote platform,
the procedure regarding secret vote, if applicable), 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 24 February 2024, 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,
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.

 

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 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 made available by FP.

 

The Issuer of the GDRs will vote in the OGM 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, 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 22 March 2024, 11:00 AM (Romanian time).

 

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, 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, 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.

 

Shareholders

 

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

a)   within the OGM - direct vote;

b)   by correspondence; or

c)   by electronic voting, via the eVote platform.

 

Voting within the OGM

 

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 up-to-date 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, 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 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, 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, at
agafp@fondulproprietatea.ro (mailto:agafp@fondulproprietatea.ro) until 22
March 2024, 11:00 AM (Romanian time).

 

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 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
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, at:
agafp@fondulproprietatea.ro (mailto:agafp@fondulproprietatea.ro) , so that it
is received by the Company by 22 March 2024, 11:00 AM (Romanian time).

 

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 up-to-date 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, 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
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 24 February 2024 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. However, the special power of attorney may nominate other person(s)
as substitutes empowered to represent the shareholder at the OGM 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.

 

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, 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 22 March 2024, 11:00 AM (Romanian time), 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, 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 up-to-date 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, 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, 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 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

 

The vote of the shareholders at the OGM 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, at agafp@fondulproprietatea.ro (mailto:agafp@fondulproprietatea.ro)
, so that they are received by the Company by 22 March 2024, 11:00 AM
(Romanian time).

 

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 up-to-date 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, 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 24 February 2024 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
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 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 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
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 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, 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.

 

Electronic voting via the eVote platform

 

The shareholders registered at the Reference Date on the list of the Company's
shareholders issued by Depozitarul Central SA may vote by electronic means via
the eVote platform, in accordance with the provisions of Art. 197 of
Regulation no. 5/2018.

 

Electronic voting may be used exclusively before the OGM, at least 48 hours
before the OGM, namely until 22 March 2024, 11:00 AM (Romanian time), by
accessing fp.evote.ro,  using any available devices (e.g. computer, laptop,
smartphone, tablet, etc.) connected to internet.

 

In order to comply with the above-mentioned deadline, shareholders should
consider that before exercising their voting rights via the eVote platform
they have to complete the enrolment process described below and their voting
account has to be validated by the Company. While shareholders who are natural
persons have to complete the enrolment process only once and update their
information whenever necessary, shareholders that are legal persons / entities
without legal personality have to complete it with respect to each GSM. In
case the voting account is not validated as to enable a shareholder to
exercise its voting right at least 48 hours before the OGM, shareholders may
vote using one of the voting methods provided by art. 105 para (19) of
Issuers' Law (i.e., within the OGM, directly or by representative, or by
correspondence).

 

The enrolment can be done using the following methods:

§ directly via the eVote platform; or

§ via the Investors Enrolment online platform of Depozitarul Central SA
(available only for shareholders that are natural persons, Romanian
residents).

 

For identification and access on the platform for electronic voting before the
OGM, shareholders will provide the following information:

 

A. For shareholders who are natural persons:

i. name and surname;

ii. personal identification number;

iii.   e-mail address;

iv.  copy of the identity document (e.g. identity card, passport or residence
permit); the electronic copy of the relevant identity document will be
uploaded in the dedicated online field, in one of the following extensions:
.jpg, .pdf, .png;

v.   phone number (optional); or

vi.  they can connect directly using the access credentials generated
following identification through the Investor Enrolment platform developed by
Depozitarul Central SA: https://www.roclear.ro/Inrolare-Investitori, available
only for Romanian residents.

 

B. For shareholders that are legal persons / entities without legal
personality:

i.    the name of the legal person;

ii.    unique registration code (CUI) / legal entity identifier (LEI);

iii.   the name and surname of the legal representative;

iv.  the personal identification number of the legal representative;

v.   e-mail address;

vi.  copy of the identity document of the legal representative (e.g.,
identity card, passport or residence permit); the electronic copy of the
relevant identity document will be uploaded in the dedicated online field, in
one of the following extensions: .jpg, .pdf, .png;

vii.  if the shareholder has not informed on time Depozitarul Central SA
about its legal representative or this information is not updated in the
shareholders' register of FP, then the capacity of legal representative shall
be attested based on an up to date excerpt issued by the Trade Registry or
based on any other document issued by a competent authority from the country
where the shareholder is registered, in original or certified copy, no older
than twelve (12) months as from the date when the general meeting convening
notice was published in the Official Gazette of Romania; the electronic copies
of the relevant documents will be uploaded in the dedicated online field, in
one of the following extensions: .jpg, .pdf, .png;

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

ix.  phone number (optional).

 

Electronic voting via the eVote platform may not be exercised via
representative (proxy), neither based on a general nor a special power of
attorney.

 

The platform contains voting options for each and all items on the agenda.
Electronic voting is exercised by ticking a voting option "for" or "against"
or to mention "abstention", followed by pressing the "register vote" button.
Votes marked in the platform without pressing the "register vote" button will
not be taken into account.

 

During the period when electronic voting via the eVote platform is available,
the electronic voting bulletin can be filled in and rectified by the
shareholder as many times as it deems appropriate. Only the last expressed
option existing in the web application will be taken into consideration. After
the expiry of the period designated for electronic voting, as indicated in the
convening notice and/or subsequent announcements, such method cannot be used
anymore.

 

The platform for electronic voting will allow the subsequent verification of
the way in which the vote was exercised in the OGM and, at the same time,
ensure possibility that every shareholder participating to the OGM can verify
its vote.

 

 

 

SOLE DIRECTOR

Franklin Templeton International Services S.à r.l.

 

By:    ___________

         Johan Meyer,

Permanent Representative

 

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