REG - Fondul Proprietatea - EGSM resolutions 13 February 2024

Fondul Proprietatea SAAnnouncement

13/02/2024 11:00

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RNS Number : 9821C  Fondul Proprietatea S.A.  13 February 2024

 To:          Bucharest Stock Exchange                                            Report date:

                 Financial Supervisory Authority                                  13 February 2024

                London Stock Exchange

                                                                                  Name of the issuing entity:

 Current report according to Article 234 para. (1) letter d) and e) of the        Fondul Proprietatea S.A.
 Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial

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

 Financial Instruments                                                            Registered office:

                                                                                  76-80 Buzesti Street

 Important events to be reported:                                                 7(th) floor, district 1,

                                                                                  Bucharest, 011017

 The resolutions of the Extraordinary General Meeting of Shareholders of Fondul
 Proprietatea S.A. held on 13 February 2024

                                                                                Phone/fax number:

                                                                                Tel.: + 40 21 200 96 00
 Franklin Templeton International Services S.À R.L, in its capacity as

 Alternative Investment Fund Manager and Sole Director of Fondul Proprietatea     Fax: +40 31 630 00 48
 SA ("Fondul Proprietatea / the Fund"), hereby, announces that on 13 February

 2024, the Fund's Extraordinary General Shareholders Meeting was held at
 "InterContinental Athénée Palace Bucharest" Hotel, Le Diplomate Salon, 1-3

 Episcopiei Street, 1(st) District, Bucharest, 010292, Romania (the "EGM"),       Email:
 commencing 11:00 am (Romanian time).

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

 The meeting was chaired by Mr. Johan Meyer, the Permanent Representative of

 Franklin Templeton International Services S.à r.l., the Sole Director of the     Internet:
 Fund.

                                                                                www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)

 The shareholders of the Fund decided the following with respect to the 13

 February 2024 EGM Agenda:                                                        Sole Registration Code with the Trade Register Office:

                                                                                  18253260

 Ø To approve Item 1 on the EGM Agenda, respectively:

                                                                                  Order number in the Trade Register:

 "The approval of the authorization to buy-back shares of Fondul Proprietatea,    J40/21901/2005
 global depositary receipts corresponding to shares of Fondul Proprietatea, via

 trading on the regular market on which the shares, the global depositary
 receipts corresponding to the shares of Fondul Proprietatea are listed or

 public tender offers, in compliance with the applicable law, for a maximum       Subscribed and paid-up share capital:
 number of 1,000,000,000 shares (being in the form of shares and/or shares

 equivalent as described above), during the 2024 financial year, starting with    RON 2,947,779,186.56
 the date when the resolution related to this approval is published in the

 Official Gazette of Romania, Part IV and until 31 December 2024. The buy-back
 shall be performed at a price that cannot be lower than RON 0.2 / share or

 higher than RON 1 / share. In case of acquisitions of global depositary
 receipts corresponding to shares of Fondul Proprietatea, the calculation of

 number of shares in relation to the aforementioned thresholds shall be based     Number of shares in issue and paid-up:
 on the number of Fondul Proprietatea shares underlying such instruments and

 their minimum and maximum acquisition price in the currency equivalent (at the   5,668,806,128
 relevant official exchange rate published by the National Bank of Romania

 valid for the date on which the instruments are purchased), shall be within
 the price limits applicable to the share buy-backs above-mentioned, and shall

 be calculated based on the number of shares represented by each global           Regulated market on which the issued securities are traded:
 depositary receipt. The transaction can only have as object fully paid shares

 and global depositary receipts corresponding to these shares. The said           Shares on Bucharest Stock Exchange
 buy-back programme is aimed at the share capital decrease of Fondul

 Proprietatea in accordance with Article 207 paragraph (1) letter (c) of          GDRs on London Stock Exchange
 Companies' Law no. 31/1990. This buy-back programme implementation will be

 done exclusively from Fondul Proprietatea's own sources."

 Ø To approve Item 2 on the EGM Agenda, respectively:

 "The approval of the sale by Fondul Proprietatea of its shareholding in the
 share capital of Engie Romania S.A. under the following terms:

 • The Fund Manager is authorised to fulfil and the EGM approves and ratifies
 any legal acts or actions necessary, useful and / or appropriate with respect
 to the sale of all of the shares of Engie Romania S.A. owned by Fondul
 Proprietatea at the date of the resolution including, but without being
 limited to, negotiating, approving and establishing the terms and conditions
 of any transaction, act or operation authorized under this item of the agenda,
 negotiating, approving, signing and implementing any documents related to the
 matters authorized according to this item on the agenda, fulfilling any
 formalities and authorizing and/or executing any other actions necessary to
 give full effect to the operations, transactions and acts authorized in
 accordance with this item on the agenda and representing the Company in front
 of any authorities and third parties in relation to the matters authorized in
 accordance with this item on the agenda.

 • The price for the sale by Fondul Proprietatea of all of the shares of
 Engie Romania S.A. it owns at the date of this resolution will be of RON
 432,616,167.75."

 Ø To approve Item 4 on the EGM Agenda, respectively:

 "The approval of:

 (a)  The date of 29 February 2024 as the Ex - Date, in accordance with
 Article 176 paragraph (1), computed with the provisions of Article 2 paragraph
 (2) letter (l) of Regulation no. 5/2018; and of

 The date of 1 March 2024 as the Registration Date, in accordance with Article
 176 paragraph (1) of Regulation no. 5/2018, computed with the provisions of
 Article 87 paragraph (1) of Issuers' Law. As they are not applicable to this
 EGM, the shareholders do not decide on the other aspects provided by Article
 176 paragraph (1) of Regulation no. 5/2018 such as the date of the guaranteed
 participation and the payment date.

 (b)  The empowerment, with authority to sub-delegate, of Johan Meyer to sign
 the shareholders' resolutions and the amended, renumbered and restated form of
 the Constitutive Act, if the case may be, as well as any other documents in
 connection therewith, and to carry out all procedures and formalities set out
 by law for the purpose of implementing the shareholders' resolutions,
 including formalities for publication and registration thereof with the Trade
 Registry or with any other public institution."

 Item 3 on the 13 February 2024 EGM agenda was not approved.

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

 "The approval of the sale by Fondul Proprietatea throughout the 2024 financial
 year ending 31 December 2024 of any of the holdings in the portfolio companies
 of Fondul Proprietatea as such are set out below, which either individually or
 cumulatively exceed 20% of the total value of Fondul Proprietatea's
 non-current assets, less receivables, under the following terms.

 • The Fund Manager is authorised to fulfil any legal acts or actions useful
 and / or appropriate with respect to the sale in any manner decided by the
 Fund Manager (including by way of public offering or by way of one or more
 private transactions) of all or part of the holdings held by Fondul
 Proprietatea in the following portfolio companies: CN Aeroporturi Bucuresti
 SA, CN Administratia Porturilor Maritime SA, Societatea Nationala a Sarii SA,
 Alro SA, including, but without being limited to engaging investment firms,
 advisors and legal consultants (as the case may be), negotiating, approving
 and establishing the terms and conditions of any operation authorized under
 this item of the agenda, negotiating, approving and signing any documents
 related to the matters authorized according to this item on the agenda, to
 fulfil any formalities and to authorize and/or execute any other actions
 necessary to give full effect to the operations and acts authorized in
 accordance with this item on the agenda and to represent the Company in front
 of any authorities and third parties in relation to the matters authorized in
 accordance with this item on the agenda.

 • Any decision to sell or not will be made by the Fund Manager acting
 discretionary and will depend on any available opportunities and the relevant
 market conditions.

 • The value of the transaction contemplated herein individually or
 cumulatively (if the case) performed within the 2024 financial year ending 31
 December 2024, will not exceed 40% of Fondul Proprietatea's financial assets
 in the form of shares (traded on a regulated market or not admitted to
 trading) as reflected in the net asset value report of Fondul Proprietatea as
 at 31 December 2023."

 Franklin Templeton International Services S.À R.L. in its capacity of
 alternative investment fund manager and sole director of FONDUL PROPRIETATEA
 S.A.

 Johan MEYER

 Permanent Representative

 

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