REG - Fondul Proprietatea - Guidance Letter from the BoN - 27 Sep 2024 OGSM

Fondul Proprietatea SAAnnouncement

23/09/2024 07:00

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RNS Number : 2037F  Fondul Proprietatea S.A.  23 September 2024

 

 To: Bucharest Stock Exchange                                                                                                                    Report date:

  Financial Supervisory Authority                                                                                                                23 September 2024

  London Stock Exchange

                                                                                                                                                 Name of the issuing entity:

                                                                                                                                                 Fondul Proprietatea S.A.

 Important Events to Report:

 Guidance Letter from the Board of Nominees regarding the Ordinary General                                                                       Registered office:
 Meeting of Shareholders Scheduled for September 27, 2024

                                                                                                                                               76-80 Buzesti Street
 The Board of Nominees of Fondul Proprietatea S.A. ("Fund") wishes to issue a

 Guidance Letter concerning item 2 on the agenda of the Ordinary General                                                                         7(th) floor, district 1,
 Meeting of Shareholders of the Fund ("OGMS"), as supplemented, convened for

 September 27th, 2024, at the InterContinental Athénée Palace Bucharest                                                                          Bucharest, 011017
 Hotel, Le Diplomate Hall, 1-3 Episcopiei street, 1st district, Bucharest,

 Postal Code 010292, Romania, commencing at 12:00 PM (Romanian time),
 regarding:

                                                                                                                                               Phone/fax number:

                                                                                                                                               Tel.: + 40 21 200 96 00
 "2. Appointment for a period of 3 (three) years of two (2) members of the

 Board of Nominees of Fondul Proprietatea, following (i) the expiration of the                                                                   Fax: +40 31 630 00 48
 mandate of Mr. Nicholas Paris on 6 April 2024 and (ii) the resignation of Mr.

 Martin Bernstein from the position as member of the Board of Nominees, which
 became effective on 12 July 2024. The mandate of each new member in the Board

 of Nominees shall start on the date the respective candidate appointed by the                                                                   Email:
 OGM accepts such appointment. (secret vote)"

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

 In light of the final list of candidates for the two vacant positions on the

 Board of Nominees of the Fund, as detailed on the Fund's website here                                                                           Internet:
 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2024/27%20September/OGSM%202.%2030%20August%202024.pdf)

 , the Board of Nominees has undertaken the following tasks:                                                                                     www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)

 The Board of Nominees reviewed the relevant capabiliites of the new candidates
 on the final list. The Board of Nominees's analysis takes into account the

 independence of each candidate, their experience in closed-end investment                                                                       Sole Registration Code with the Trade Register Office:
 funds, financial institutions and capital markets, relevant experience as

 independent non-executive directors on boards, senior leadership experience,                                                                    18253260
 or experience in senior public leadership positions, as well as the overall

 competency matrix required by the Board of Nominees.

 In conducting the analysis of the new candidates, Mr. Nicholas Paris, who is                                                                    Order number in the Trade Register:
 also a candidate, did not participate in the organized interviews to avoid any

 potential conflict of interest and refrained from expressing an opinion                                                                         J40/21901/2005
 regarding the other candidates who applied for the position that will become

 vacant upon the expiration of his mandate.

 The Board of Nominees considers that all candidates are eligible for the two                                                                    Subscribed and paid-up share capital:
 positions on the Board of Nominees of the Fund, meeting the required

 conditions of eligibility and independence.                                                                                                     RON 1,849,342,164.28

 With respect to the relevant professional experience of each candidate, we
 wish to clarify the following aspects:

                                                                                                                                               Number of shares in issue and paid-up:
 -     Mr. Nicholas Paris is the only candidate who meets all the

 requirements for experience in closed-end investment funds, as well as the                                                                      3,556,427,239
 requirements for experience and understanding of corporate governance

 structures within investment companies, and possesses the necessary experience
 in financial services, including international experience;

                                                                                                                                               Regulated market on which the issued securities are traded:
 The following candidates partially meet the requirements for professional

 experience, as follows:                                                                                                                         Shares on Bucharest Stock Exchange

 -     Mr. George-Vladimir Duhan meets the conditions for experience in                                                                          GDRs on London Stock Exchange
 closed-end investment funds, as well as the requirements for experience and
 understanding of corporate governance structures within investment companies;

 -     Mrs. Ileana-Lăcrămioara Isărescu meets the conditions for
 experience in closed-end investment funds, including international experience;

 The following candidates do not meet the required professional experience
 criteria but possess extensive experience in related fields:

 -     Mr. Andrew James Noble has significant experience in governance
 structures, senior public service, diplomacy, and international relations;

 -     Mr. István Sárkány is an active retail investor in securities
 listed on the Bucharest Stock Exchange;

 -     Mr. Marian Cristian Mocanu has legal experience and experience as an
 independent director on the boards of listed companies on the Bucharest Stock
 Exchange.

 The Board of Nominees 's Guidance Letter is not, in any respect, binding and
 should not be construed as a supporting document or argument for the basis of
 voting at the OGMS. The Fund's Sole Director, along with the Board of
 Nominees, will implement and comply with all decisions made by the Fund's
 shareholders, regardless of the recommendations set forth in this document,
 subject to compliance with applicable laws and regulations.

 BOARD OF NOMINEES OF FONDUL PROPRIETATEA S.A.

 

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